NEXUS - Terms of Service

Nexus Platform - Terms of Service

Last Updated: November 9, 2025

These Terms of Service (the "Agreement") are a binding legal contract between the "Customer" (the company, organization, or legal entity on whose behalf you are accepting this Agreement) and ILINIX LLC, an Arizona limited liability company ("Ilinix," "we," "us," or "our").

1. Definitions

"Agreement" or "Terms": Refers to these Terms of Service.

"Platform": Means the ilinix.com application (including aware.ilinix.com and nexus.ilinix.com), software, and website, exclusive of any "Services."

"Services": Means the distinct, modular services offered by Ilinix on the Platform, including but not limited to the Contact Center, Prompt Manager, On-Call Routing, and IVR Monitoring. Services may be offered as "Free Services," "Trial Services," or "Paid Services."

"Customer": Refers to the company, organization, or other legal entity that you represent and on whose behalf you are accepting this Agreement.

"Authorized User": Refers to an employee, contractor, or agent of the Customer who is authorized by the Customer to access and use the Platform and Services under the Customer's account. Customer is fully responsible for all actions of its Authorized Users.

"Customer Data": Means all electronic data, information, content, and materials submitted, uploaded, or generated by Customer or its Authorized Users in connection with the Services. Customer Data includes, but is not limited to "User Content" (e.g., audio files, prompt scripts, text-to-speech content), "Configuration Data" (e.g., IVR flows, on-call schedules, agent and team information, including names, emails, and mobile numbers), and "Service-Generated Data" (e.g., call logs, monitoring alerts, and any Call Recordings).

"Usage Data": Means all anonymized or aggregated data, metadata, and telemetry data related to the performance, operation, and use of the Platform and Services. This includes, but is not limited to, diagnostic logs, system logs, and performance metrics. For clarity, Usage Data does not include the content of Customer Data (such as the content of a call recording or prompt script).

2. Agreement, Authority, and Account

2.1. Binding Agreement. This Agreement is a legally binding contract between Ilinix and the Customer. An individual accepting this Agreement (by checking a box, clicking "I agree," or by accessing or using the Platform or Services) does so on behalf of the Customer.

2.2. Representation of Authority. You, as the individual accepting this Agreement, personally represent and warrant that: (a) You have the full legal authority to bind the Customer to this Agreement; (b) You have read and understood this Agreement; and (c) You agree, on behalf of the Customer, to all terms herein. If you do not have such authority, you must not accept this Agreement or use the Platform.

2.3. Account Registration. To access the Platform, an Authorized User must register for an account by providing a valid work email and any other information required by Ilinix. All information provided must be accurate, current, and complete. Customer is responsible for maintaining the confidentiality of its account credentials.

2.4. Customer Responsibility. The Customer is fully responsible and liable for all activities that occur under its account, including any actions taken by its Authorized Users.

3. Service & Account Lifecycle

3.1. Service Tiers. Ilinix offers the Services in various tiers, which may include "Free Services," "Trial Services," and "Paid Services."

3.2. Free Services. Ilinix may offer certain Services for free, subject to feature, usage, or time limitations at Ilinix's sole discretion (e.g., the "Prompt Manager"). Free Services are provided "AS-IS" without warranty and may be modified, suspended, or terminated by Ilinix at any time without notice.

3.3. Trial Services. Customer may request a one-time free trial for certain Services (a "Trial"). The Trial will last for thirty (30) days unless otherwise specified by Ilinix. Trial Services are provided "AS-IS" for evaluation purposes only.

3.4. Post-Trial Account Status. At the expiration of the Trial period, all enabled Trial Services will be automatically disabled, and the Customer's account will become "Inactive."

3.5. Inactive Accounts & Data Deletion. While in an "Inactive" state, Customer and its Authorized Users may log in to the Platform solely to manage billing (e.g., add a Payment Method) or request a conversion to a Paid Service. If a Customer account remains "Inactive" for thirty (30) consecutive days, this Agreement may be terminated by Ilinix, and all Customer Data associated with the account will be permanently and irreversibly deleted.

4. Fees and Payment

4.1. Service Fees. Customer agrees to pay all applicable fees for Paid Services, which may include recurring "Subscription Fees" (billed in advance) and "Usage-Based Fees" (billed in arrears, e.g., per-minute charges), as specified on the Ilinix pricing page or in a separate Order Form or MSA.

4.2. Payment Method ("Wallet"). Unless Customer is approved for Postpaid Invoicing, Customer must provide and maintain a valid, chargeable payment method, such as a credit card (the "Wallet" or "Payment Method"). Customer authorizes Ilinix (and its third-party payment processor, e.g., Stripe) to automatically charge the Payment Method for all fees incurred. All payments are non-refundable except as required by law.

4.3. Postpaid Invoicing ("Postpaid Account"). Postpaid invoicing is available only to qualified Customers at Ilinix's sole discretion and requires manual approval. Customers approved for postpaid invoicing may be required to execute a separate Master Services Agreement (MSA) and one or more Order Forms, which will govern all payment and billing terms.

4.4. Non-Payment. If Customer's Payment Method fails or invoices are not paid by their due date, Ilinix may, without prejudice to its other rights, (a) charge late interest, and/or (b) immediately suspend access to all Paid Services until all outstanding fees are paid in full.

5. Confidentiality

5.1. Definition. "Confidential Information" means all information disclosed by one party ("Discloser") to the other ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. (a) Customer's Confidential Information includes, without limitation, all Customer Data. (b) Ilinix's Confidential Information includes, without limitation, the non-public aspects of the Platform and Services, and all pricing and billing information.

5.2. Protection. The Recipient agrees to: (a) Use the same degree of care to protect the Discloser's Confidential Information as it uses to protect its own (but not less than reasonable care); (b) Not use any Confidential Information for any purpose outside the scope of this Agreement; and (c) Not disclose Confidential Information to any third party, except to its employees, contractors, and agents who need to know (and who are bound by similar confidentiality obligations).

5.3. Exclusions. Confidential Information does not include any information that (i) is or becomes publicly known through no fault of the Recipient; (ii) was known to the Recipient prior to disclosure; (iii) is rightfully received from a third party without a breach of any obligation; or (iv) was independently developed by the Recipient.

5.4. Compelled Disclosure. If the Recipient is required by law or court order to disclose Confidential Information, it will provide the Discloser with prompt written notice (if legally permitted) to allow the Discloser to seek a protective order.

6. Intellectual Property & Data Licenses

6.1. Ilinix Ownership. Ilinix and its licensors own and retain all right, title, and interest in and to: (a) The Platform, the Services, and all underlying software, technology, and documentation; (b) All trademarks, service marks, and logos used in connection with the Services; and (c) All "Usage Data." Ilinix may use Usage Data for any lawful business purpose, including to operate, maintain, debug, and improve the Platform and Services.

6.2. Customer Data Ownership. As between the parties, the Customer owns and retains all right, title, and interest in and to all Customer Data.

6.3. Customer's License Grant to Ilinix. The Customer grants Ilinix a limited, non-exclusive, worldwide, royalty-free license to access, use, copy, transmit, store, and process Customer Data, but only as necessary to provide, support, and maintain the Services for the Customer's benefit.

6.4. Ilinix's License Grant to Customer. Subject to Customer's compliance with this Agreement, Ilinix grants Customer a limited, non-exclusive, non-transferable right for its Authorized Users to access and use the Platform and any enabled Services solely for Customer's internal business operations.

7. Acceptable Use Policy (AUP)

Customer and its Authorized Users agree not to, and not to permit any third party to, use the Platform or Services to:

Violate any applicable law, regulation, or industry standard, including but not limited to the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, and all rules regarding "robocalling" or unsolicited messages;
Send any harassing, threatening, defamatory, obscene, or otherwise unlawful communications;
Transmit any material that infringes the intellectual property rights or privacy rights of any third party;
Upload or transmit any software, virus, or other malicious code;
Attempt to gain unauthorized access to, reverse engineer, decompile, or disassemble any part of the Platform;
Use the Services in any "high-risk" environment that requires fail-safe performance (e.g., life support systems, nuclear facilities, aircraft navigation);
Store, process, or transmit any Protected Health Information (PHI) as defined by HIPAA, unless a separate, executed Business Associate Agreement (BAA) is in place with Ilinix; or
Store, process, or transmit any cardholder data (PCI-DSS), except within the designated "Wallet" or payment fields.

Ilinix reserves the right to immediately suspend any Customer account found to be in violation of this AUP.

8. Disclaimers and Acknowledgments

8.1. WARRANTY DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE." ILINIX MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.2. NO GUARANTEES. ILINIX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ALL SERVICES ARE PROVIDED ON A "BEST EFFORT" BASIS. ILINIX MAKES NO GUARANTEES REGARDING THE DETECTION OF ALL FAILURES (E.G., FOR IVR MONITORING) OR THE RELIABILITY OF THE SERVICES AS A DISASTER RECOVERY SOLUTION.

8.3. THIRD-PARTY DEPENDENCIES ACKNOWLEDGMENT. CUSTOMER ACKNOWLEDGES THAT THE SERVICES RELY ON THIRD-PARTY INFRASTRUCTURE, INCLUDING CLOUD HOSTING PROVIDERS (E.G., AWS), PUBLIC TELECOMMUNICATIONS NETWORKS (PSTN), AND MOBILE CARRIERS. ILINIX IS NOT RESPONSIBLE OR LIABLE FOR ANY SERVICE FAILURE, DELAY, OR OUTAGE CAUSED BY ANY SUCH THIRD-PARTY PROVIDER.

8.4. CUSTOMER TESTING RESPONSIBILITY. CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR ADEQUATELY TESTING THE SERVICES (E.G., "FIRE DRILLS") TO DETERMINE IF THE SERVICES ARE SUITABLE FOR ITS INTENDED USE.

9. Limitation of Liability

9.1. EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ILINIX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

9.2. LIABILITY CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, ILINIX'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO ILINIX FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY.

10. Indemnification

Customer agrees to defend, indemnify, and hold harmless ILINIX LLC and its officers, directors, employees, and agents from and against any and all third-party claims, demands, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's or its Authorized Users' breach of this Agreement, including any violation of the Acceptable Use Policy (Section 7); (b) Any Customer Data, including any claim that it infringes the rights of a third party; (c) Customer's failure to obtain all necessary consents related to its use of the Services, including for Call Recording; or (d) Any other use or misuse of the Services by the Customer or its Authorized Users.

11. Term and Termination

11.1. Term. This Agreement begins on the date the Customer first accepts it and continues as long as the Customer has an active account.

11.2. Termination for Convenience by Customer. The Customer may terminate this Agreement at any time by deleting their account.

11.3. Termination for Cause by Ilinix. Ilinix may suspend or terminate this Agreement if: (a) Customer breaches any material provision of this Agreement; (b) Customer fails to pay any outstanding fees; or (c) Customer's account remains "Inactive" as defined in Section 3.5.

11.4. Effect of Termination. Upon termination: (a) All rights and licenses granted to the Customer will immediately cease. (b) Customer must immediately pay all outstanding fees. (c) Ilinix will delete all Customer Data in accordance with its data retention policies as described in Section 3.5.

12. General Provisions

12.1. Governing Law & Jurisdiction. This Agreement will be governed by the laws of the State of Arizona, without regard to its conflict of laws principles. The parties agree to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona.

12.2. Modifications to Agreement. Ilinix reserves the right to modify this Agreement at any time. We will provide notice of material changes by posting the updated Agreement on our website or by sending an email to the Customer's primary account email. Continued use of the Services after such changes constitutes Customer's acceptance of the new Agreement.

12.3. Entire Agreement. This Agreement (along with any executed MSA or Order Form, if applicable) constitutes the entire agreement between the parties and supersedes all prior proposals or communications.

12.4. Assignment. Customer may not assign this Agreement without the prior written consent of Ilinix. Ilinix may assign this Agreement to any affiliate or in connection with a merger or acquisition.

12.5. Severability. If any provision of this Agreement is found to be unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in full force.

12.6. Waiver. A failure by either party to enforce any provision will not be deemed a waiver of future enforcement.

12.7. Notices. All legal notices to Ilinix must be sent to legal@ilinix.com. All notices to Customer will be sent to the primary email address associated with the Customer's account.