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1. This agreement
These terms are an agreement between the organization that uses Tandem Nexus ("you") and Tandem Business Strategies, LLC, doing business as Tandem Nexus, of 15400 Knoll Trail Dr. #503, Dallas, Texas 75248 ("Tandem Nexus," "we," "us," "our"). They cover the Nexus apps, Nexus Gateway (where people sign in), the AI features, and support, together "Nexus."
By creating an organization in Nexus, inviting people to it, or using Nexus, you agree to these terms. If you accept them for an organization, you confirm that you're allowed to. If you've signed a separate agreement with us that covers Nexus, that agreement controls where the two differ.
2. Accounts and access
Each person signs in to Nexus through Nexus Gateway with their own account. An admin in your organization invites people. Each person sets their own password from a one-time setup link and can add an authenticator app as a second sign-in step. Nobody at your organization or ours picks or sees a person's password.
Your admins decide who belongs to your organization, which brands each person can open, and what each person can do in each app. You're responsible for what happens under your organization's accounts and for keeping sign-in details private. If you think an account has been misused, tell us at support@tandemnexus.com.
Operator access. You can let people from another organization, such as your agency, work in your organization through an operator grant. Your admins can see each grant, when it was last used, and the Console screens operators opened, and can revoke a grant at any time.
Our staff. The people who run Nexus can manage organizations, people, and subscriptions, and they answer support requests. They open your Customer Data only when you ask for help that needs it, when it's needed to keep Nexus running and secure, or when the law requires it.
3. Acceptable use
You won't, and won't let anyone using your organization's accounts:
- break the law, or infringe anyone's rights, including privacy and intellectual property rights;
- send email, texts, or other messages to people who haven't given the consent the law requires, or ignore a request to stop;
- upload malware, or content that's unlawful, deceptive, or harassing;
- try to reach another organization's data, get around access controls or usage limits, or test Nexus's security without our written permission;
- overload Nexus, or scrape or copy it in bulk other than through its documented APIs and exports;
- copy, change, or reverse engineer Nexus, except where the law allows it regardless of this term;
- resell Nexus or run it as a service for others without our written agreement (an agency working in its clients' organizations through operator grants is fine);
- use the AI features to make unlawful, harmful, or deceptive content.
If we reasonably believe these rules have been broken, we may remove the content involved or suspend access as section 10 describes.
4. Your data
"Customer Data" means the data you and your users put into Nexus or that Nexus collects for you: for example leads, contacts and their consent records, messages and engagement, website events from Nexus site tags, results imported from advertising and analytics platforms, content, creatives, brand kits, and the results of AI features.
You own your Customer Data. You give us permission to store, process, copy, and display it only as needed to provide Nexus to you, keep it secure, give you the support you ask for, and comply with the law. We don't sell Customer Data or use it for advertising.
You're responsible for your Customer Data, including having the rights, notices, and consents needed to collect it and use it in Nexus, such as permission to send marketing messages.
Nexus keeps each organization's data apart from every other organization's, and most apps keep each brand's data in a separate database with a login that can reach only that database.
Our privacy policy explains how we handle personal data. For personal data in your Customer Data, we act as your processor (or service provider) and follow your instructions as these terms set out.
You can export data from the apps that offer exports, and you can ask us for an export at support@tandemnexus.com.
5. AI features
Some apps use AI to draft, summarize, suggest, and analyze. When you use these features, Nexus sends a model provider what the task needs, such as the request, your brand kit, and the records involved, and receives the result.
Nexus's AI features use the AI model providers your organization enables in its settings in Console, from the providers Nexus makes available. That includes any account your organization connects with an AI model provider: AI features then run that provider's models on your account, the provider bills you for that use, and your own agreement with the provider applies to it. Our privacy policy describes what data goes to AI model providers.
AI output can be wrong, incomplete, or unsuitable, so review it before you rely on it or share it. When an AI feature proposes an action that sends, publishes, or spends, the action waits until a person in your organization approves it.
Nexus keeps a record of each AI task it runs for you, with its result, so you can see where AI-made content came from. As between you and us, the results AI features make for you are your Customer Data.
6. Subscriptions and fees
Your organization's subscription sets which apps and features it can use. Fees, billing periods, and payment terms are set by your plan or by a separate agreement with us. Invoices are due as stated on them.
Some features are charged by usage, such as messages sent or AI processing. Nexus counts that usage as it happens, and your admins can see the counts in Console.
A trial of an app ends on the date we tell you. When it ends, the app stops unless you subscribe to it.
You're responsible for taxes on your purchases, other than taxes on our income. If an invoice is still unpaid after we've told you it's overdue, we may suspend the apps until it's paid. We may change fees for a future billing period by telling your admins before the new fees take effect.
7. Outside platforms
You can connect Nexus to platforms run by others, such as email, advertising, and analytics services. Credentials you save for them are encrypted before they're stored and aren't shown again. Those platforms work under their own terms, you're responsible for your accounts with them, and we aren't responsible for how they work.
8. Confidentiality
Each of us may share information with the other that isn't public, such as product plans, pricing, security details, and your Customer Data ("Confidential Information"). The one receiving it will use it only for this agreement, share it only with people and providers who need it and are bound to protect it, and protect it at least as carefully as its own similar information.
This doesn't cover information that's public through no fault of the receiver, that the receiver already had or developed on its own, or that it received from someone else without a duty of confidence. If the law requires the receiver to disclose Confidential Information, it will give the other notice first where the law allows.
9. Intellectual property
We own Nexus, including its software, design, and documentation. While your subscription lasts, you and your users may use Nexus for your organization's business under these terms. You own your Customer Data. If you send us ideas or feedback, we may use them without owing you anything.
10. Suspension and termination
We may suspend access for one person or for your organization when we reasonably need to: to stop a security threat, to stop use that breaks these terms or the law, or when fees are overdue as section 6 describes. We'll limit a suspension to what's needed, tell you when we can, and restore access once the reason is gone.
Either of us may end these terms if the other materially breaks them and doesn't fix the problem within 30 days of written notice. You may stop using Nexus at any time. Fees already due stay due.
When your subscription ends, access ends. You can ask for an export of your Customer Data before it's deleted. After that we delete Customer Data, except copies the law requires us to keep and copies in backups, which are deleted as the backups expire.
Parts of these terms that by their nature should last after the end, including confidentiality, ownership, fees owed, disclaimers, limits of liability, and indemnity, keep applying.
11. Warranties and disclaimers
We'll provide Nexus with reasonable skill and care, and protect Customer Data with the security measures our privacy policy describes.
Apart from that, and to the extent the law allows, Nexus is provided "as is" and "as available," and we disclaim all other warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We don't promise that Nexus will run without interruption or errors, or that AI output will be accurate.
12. Limitation of liability
To the extent the law allows, neither of us is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if told they were possible.
To the extent the law allows, each party's total liability under these terms is limited to the fees you paid or owe us for Nexus in the 12 months before the event that led to the claim.
These limits don't apply to your obligation to pay fees, to either party's indemnity obligations, or to liability the law doesn't allow to be limited.
13. Indemnity
We'll defend you against claims by others that Nexus, as we provide it, infringes their intellectual property rights, and we'll pay what a court awards or what we agree to in a settlement. This doesn't cover claims caused by your Customer Data, by changes we didn't make, or by combining Nexus with things we didn't provide. If such a claim arises, we may change Nexus so it doesn't infringe, get you the right to keep using it, or end the affected part and refund fees you prepaid for it.
You'll defend us against claims by others that arise from your Customer Data or from use of Nexus that breaks these terms, and you'll pay what a court awards or what you agree to in a settlement.
The party being defended must tell the other promptly, let it control the defense and any settlement, and help as reasonably needed. A settlement can't admit fault for the defended party without its consent.
14. Changes to these terms
We may update these terms. We'll post the new version here with a new date. If a change materially affects your rights, we'll email your organization's admins before it takes effect. If you keep using Nexus after that date, the new terms apply. If you don't agree with them, you can stop using Nexus before they take effect.
15. Governing law and disputes
These terms are governed by the laws of the State of Texas, without regard to its conflict-of-law principles. Any dispute about these terms goes only to a federal, state, or local court in Dallas County, Texas that has jurisdiction over it, and both of us consent to that jurisdiction and venue. Before going to court, each of us will first try in good faith to settle the dispute by talking.
16. General
These terms, any separate agreement with us about Nexus, and the policies they mention are the whole agreement about Nexus. Neither of us may transfer these terms without the other's consent, except to a successor that takes over all or most of the business involved. If part of these terms can't be enforced, the rest still applies, and not enforcing a term doesn't waive it. Neither of us is responsible for delays caused by events beyond reasonable control, such as internet or provider outages, natural disasters, or government action, except for paying fees.
Notices about these terms go by email: to us at support@tandemnexus.com, or by mail to the address in section 17, and to you at the email addresses of your organization's admins.
17. Contact
Questions about these terms go to Nexus Support at support@tandemnexus.com. For anything else, write to hi@tandemnexus.com.
Tandem Business Strategies, LLC, doing business as Tandem Nexus
15400 Knoll Trail Dr. #503, Dallas, Texas 75248