End-User License Agreement

1. Definitions

• "Authorized User" means an employee, contractor, board member, or vendor of Customer whom Customer permits to use the Software under Customer's account.
• "Customer Data" means all data, content, records, files, and media submitted to or generated in the Software by or on behalf of Customer, including data imported from Third-Party Services.
• "Order Form" means a subscription order, quote, statement of work, master services agreement, or similar document executed between Nexus and Customer that references the Software.
• "Third-Party Service" means any product or service not provided by Nexus that Customer connects to the Software, including Intuit QuickBooks Online.

2. License Grant

Subject to your compliance with this Agreement and any applicable Order Form, Nexus grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Software for your own internal business purposes, and to install and run the mobile applications on devices you own or control. The Software is licensed, not sold. Nexus reserves all rights not expressly granted.

3. Restrictions

You will not, and will not permit any Authorized User or third party to:

• Copy, modify, translate, or create derivative works of the Software.
• Reverse engineer, decompile, or disassemble the Software, or attempt to derive its source code, except to the extent this restriction is prohibited by applicable law.
• Rent, lease, sell, sublicense, distribute, or provide the Software as a service bureau to any third party.
• Remove, obscure, or alter any proprietary notice, trademark, or branding.
• Circumvent or disable any security, authentication, rate limit, usage limit, or access control.
• Use automated means to scrape or extract data from the Software other than through documented APIs.
• Upload malicious code, or use the Software to store or transmit unlawful, infringing, defamatory, or harassing material.
• Use the Software to build or train a competing product or machine learning model, or to benchmark it for public disclosure without our prior written consent.
• Use the Software in violation of any applicable law, export control, or sanctions regulation.

4. Accounts and Authorized Users

• You must be at least 18 years old and provide accurate registration information, keeping it current.
• You are responsible for maintaining the confidentiality of login credentials and for all activity under your account.
• Credentials may not be shared, and you may not use another person's account without permission.
• You are responsible for your Authorized Users' compliance with this Agreement, and for configuring roles and permissions appropriately.
• Notify us promptly at info@nexusmanage.net of any suspected unauthorized access or security incident.

5. Customer Data

• Ownership. As between the parties, Customer owns all right, title, and interest in Customer Data. Nexus claims no ownership of it.
• License to us. Customer grants Nexus a worldwide, non-exclusive license to host, copy, transmit, display, and process Customer Data solely to provide, secure, and support the Software and as otherwise instructed by Customer.
• Responsibility. Customer represents that it has the rights and consents necessary to submit Customer Data to the Software and to authorize the integrations it enables.
• Aggregated data. Nexus may generate and use de-identified, aggregated statistics that do not identify Customer, any individual, or any property, to operate and improve the Software.
• Export. During the Term and for 90 days after termination, Customer may export Customer Data using available export features or by written request.

6. Third-Party Services and the QuickBooks Integrations

The Software offers optional integrations with QuickBooks Online and QuickBooks Desktop, products of Intuit Inc. ("Intuit"). The following applies to those integrations and to any other Third-Party Service you connect:

• Your subscription and authorization. You are responsible for maintaining your own valid QuickBooks license or subscription and for authorizing the connection using an account with adequate permissions — through Intuit's OAuth flow for QuickBooks Online, or by installing and configuring Intuit's QuickBooks Web Connector for QuickBooks Desktop. Nexus never requests or stores your Intuit username or password.
• QuickBooks Desktop environment. The Web Connector runs on hardware you own and control. You are responsible for the security, patching, availability, and backup of that machine and of your company file, for safeguarding the connection password we generate, and for scheduling sync runs. Nexus has no standing access to your company file and cannot exchange data except during a session your Web Connector initiates.
• Intuit is not a party. Intuit is not a party to this Agreement, makes no warranty regarding the Software, and has no obligation or liability to you in connection with it. Your use of QuickBooks Online is governed solely by your agreement with Intuit.
• Write operations. Where you grant write access, the Software will create and update records such as bills, invoices, purchase orders, vendors, and customers in your QuickBooks company based on actions you take or automation rules you configure. You are solely responsible for reviewing those records for accuracy and for maintaining independent backups of your accounting data.
• No accounting advice. The Software is not an accounting, tax, audit, or bookkeeping service, and nothing it produces is accounting, tax, legal, or financial advice. Consult a qualified professional before relying on it.
• Availability. Third-Party Services may change, deprecate APIs, throttle requests, or become unavailable. Nexus is not liable for any Third-Party Service's acts, omissions, downtime, data loss, or changes, and may modify or discontinue an integration if the provider's terms or APIs change.
• Disconnection. You may disconnect an integration at any time from the Software's integration settings; for QuickBooks Online, also from Settings → My Apps in your Intuit account, and for QuickBooks Desktop, by removing the Nexus application from the Web Connector.
• Data handling. Data obtained from Intuit is handled as described in our Privacy Policy. Nexus does not sell or transfer Intuit data for advertising, marketing, or resale.

7. Fees and Payment

Access to the Software is provided under a separate Order Form between Nexus and Customer, which sets out subscription scope, fees, billing frequency, term, and renewal. Those commercial terms are incorporated into this Agreement by reference. Unless the Order Form says otherwise, fees are non-refundable, are exclusive of taxes, and are due within 30 days of invoice. Nexus may suspend access to the Software for accounts more than 30 days past due after providing written notice. Where no Order Form exists — for example, during an evaluation, pilot, or trial — the Software is provided at no charge and may be modified or discontinued at any time.

8. Intellectual Property

Nexus and its licensors own all right, title, and interest in the Software, including all software, models, designs, documentation, trademarks, and improvements. If you provide suggestions or feedback, you grant Nexus a perpetual, irrevocable, royalty-free license to use it without obligation or attribution. Nothing in this Agreement transfers ownership of the Software to you.

9. Confidentiality

Each party may receive non-public information of the other that is designated confidential or that a reasonable person would understand to be confidential. The receiving party will protect it with at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel and contractors bound by comparable obligations. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or lawfully received from a third party, and do not prevent disclosure required by law, provided reasonable advance notice is given where permitted.

10. Privacy and Security

Our handling of personal information is described in our Privacy Policy, which is incorporated into this Agreement. Nexus will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data, including encryption in transit and at rest, role-based access controls, and per-organization data isolation.

11. Artificial Intelligence Features

Certain features use artificial intelligence to generate inspection findings, reserve study forecasts, agronomic and water recommendations, and similar output. AI output is probabilistic, may be incomplete or incorrect, and is provided for informational purposes only. It is not a substitute for professional judgment, a licensed reserve study, an engineering assessment, or accounting advice. You are responsible for reviewing and validating AI output before relying on it, and Nexus disclaims liability for decisions made in reliance on it to the maximum extent permitted by law.

12. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. NEXUS DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DATA WILL SYNCHRONIZE WITHOUT ERROR, OR THAT ANY OUTPUT WILL BE ACCURATE OR COMPLETE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. NEXUS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY CUSTOMER TO NEXUS FOR THE SOFTWARE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations do not apply to a party's indemnification obligations, breach of confidentiality, or liability that cannot be limited under applicable law. They form an essential basis of the bargain between the parties.

14. Indemnification

You will defend, indemnify, and hold harmless Nexus and its officers, employees, and agents from any third-party claim, loss, or expense (including reasonable attorneys' fees) arising from your Customer Data, your use of the Software in violation of this Agreement or applicable law, or your connection of a Third-Party Service without adequate authorization.

15. Term, Suspension, and Termination

• This Agreement begins when you first access the Software and continues until terminated (the "Term").
• You may stop using the Software and terminate your account at any time. Termination does not entitle you to a refund except as stated in an Order Form.
• Nexus may suspend or terminate access, with notice where practicable, if you materially breach this Agreement, if your use poses a security or legal risk, or for non-payment.
• On termination, your license ends immediately, and you must cease using the Software and delete installed copies. Customer Data is handled as described in Section 5 and our Privacy Policy.
• Sections 3, 5, 8, 9, and 12 through 17 survive termination.

16. Governing Law and Disputes

This Agreement is governed by the laws of the State of California, United States, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in California for any dispute arising out of or relating to this Agreement, and each party waives any objection to that venue.

17. General

• Entire agreement. This Agreement, together with the Privacy Policy and any Order Form, is the entire agreement between the parties regarding the Software and supersedes prior discussions. If an Order Form conflicts with this Agreement, the Order Form controls for that Customer.
• Changes. Nexus may update this Agreement. Material changes take effect 30 days after we post them here or notify you, and your continued use after that constitutes acceptance.
• Assignment. You may not assign this Agreement without our prior written consent. Nexus may assign it in connection with a merger, acquisition, or sale of assets.
• Notices. Legal notices to Nexus may be sent to info@nexusmanage.net or to Nexus Management Solutions LLC, 29675 Mesa Verde Cir, Menifee, CA 92584, United States. Notices to you may be sent to the email address on your account.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
• Severability and waiver. If a provision is held unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.
• Relationship. The parties are independent contractors. Nothing creates a partnership, agency, or employment relationship.
• U.S. Government users. The Software is "commercial computer software" under FAR 12.212 and DFARS 227.7202, licensed with only the rights granted here.

18. Contact

Nexus Management Solutions LLC
29675 Mesa Verde Cir
Menifee, CA 92584
United States

Questions about this Agreement can be directed to info@nexusmanage.net.

See also our Privacy Policy and Terms of Service.