Nemroot Technologies LLC • Version 2.2 • Effective 10/22/2026
Nemroot.com, together with all related applications, dashboards, mobile apps and platforms (individually and collectively, the “Website”), is owned and operated by Nemroot Technologies LLC (“Nemroot”, “we”, “us” or “our”). By using, installing or accessing the Website or the Services, or by signing or clicking to accept these terms or any Subscription Documentation referencing them, you agree to be bound by these terms and conditions (the “Terms” or this “Agreement”).
If you are using the Services on behalf of a company, organisation or other entity, then “Client” or “you” means that entity and you are binding it to this Agreement. You represent and warrant that you have legal authority to do so.
This Agreement incorporates by reference any Subscription Documentation executed between you and Nemroot, together with the Data Processing Addendum and any other policy linked or referenced here. We may modify this Agreement as described in Section 23.9.
“Authorized Users” means employees, agents, contractors and other individuals a Client has authorised to access and use the Services on its behalf, including managers, salespeople, finance personnel and administrators.
“Client Data” means any text, image, file or other content and data that Client selects, submits or uploads for use with the Services, including chat and message logs, call recordings and transcripts, Lead Data, and any third-party content.
“Confidential Information” means code, inventions, know-how, product plans, technical and financial information, business or operational data, or other information exchanged under this Agreement or learned during its performance, that is identified as confidential when disclosed or that should reasonably be considered confidential given its nature and the circumstances of disclosure.
“Go-Live” means that (a) Nemroot has provisioned Client's account and Authorized User credentials, (b) Client's dealership telephone number is connected and its A2P 10DLC brand and campaign are approved, (c) at least one lead source or website integration is connected, and (d) Client has completed onboarding training.
“Laws” means all applicable local, state, federal and international laws, rules and regulations, including the Telephone Consumer Protection Act, the CAN-SPAM Act, do-not-call rules, state telemarketing and messaging statutes, call recording and wiretap statutes, and applicable consumer protection, privacy and telecommunications regulations.
“Lead Data” means data relating to the identity, characteristics and activities of Leads, collected or submitted to the Services by Client, captured by the Services, or received from third-party lead sources.
“Leads” means any person who is a current or prospective customer of a Client, including individuals who interact with a Client through the Services or any integrated communication channel.
“Order Confirmation” means the written confirmation Nemroot sends by email following Client's plan selection, and following any subsequent change, setting out the plan, Subscription Fees, billing frequency, Authorized User seats, dealership locations, any Free Trial Period, and the Subscription Start Date. The most recent Order Confirmation forms part of this Agreement and is the reference for all amounts payable under it.
“Subscription Documentation” means any order form, proposal, quote, statement of work or online registration form that references this Agreement and details the Services ordered, including applicable usage limits, Authorized User limits and feature descriptions (the “Scope of Use”), together with the Order Confirmation.
“Subscription Start Date” means the date stated as such in Client's Subscription Documentation. Where no Free Trial Period applies, it is the date Client executes the Subscription Documentation or accepts these Terms. Where a Free Trial Period applies, it is the day after that period ends. For a Client whose paid subscription began before it accepted these Terms, it is the date its paid subscription began, as stated in the Subscription Documentation.
“Territory” means the United States, unless otherwise expressly stated in Client's Subscription Documentation.
2.1 Description. Nemroot provides a proprietary platform for automobile dealerships, including AI-powered lead management and automated communication tools (the “AI Agent”), an embeddable website messaging widget, telephone services including calling, recording, transcription and summarisation, vehicle inventory management, appointment scheduling, multi-location management, marketing automation, analytics and reporting, mobile applications with push notifications, and any other services Nemroot may offer from time to time (together with the Website, the “Services”).
2.2 Scope of Use. Client's plan, Subscription Fees, Authorized User seats, dealership locations and any Free Trial Period are those stated in the Order Confirmation. Nemroot has no obligation to provide any service not set out in this Agreement and the applicable Subscription Documentation.
2.3 Changes to the Services. Nemroot may modify or discontinue the Services, including by limiting or discontinuing features, and may replace a service with a functionally equivalent alternative. If a modification has a material adverse effect on the functionality Client has ordered, Client may terminate this Agreement and receive a pro-rated refund of pre-paid, unused Subscription Fees for the remainder of the then-current term.
3.1 Registration. Client must register for an account to access the Services. Account information must be accurate, current and complete, and Client must keep it up to date so Nemroot can send notices by email or through the account. Client is solely responsible for all use of its account.
3.2 Eligibility. Client warrants that it and its Authorized Users are at least 18 years of age, have not previously been suspended or removed from the Services, and will comply with all Laws when using them.
3.3 Authorized Users. Client is responsible and liable for its Authorized Users' access and compliance with this Agreement. Each Authorized User must have a separate account with individually attributed credentials that are not shared. Client must keep all credentials confidential and must notify Nemroot within twenty-four (24) hours of any suspected breach of security or unauthorised use. The number of Authorized User seats is determined by Client's plan as stated in the Order Confirmation. Accounts must be registered to an individual's own email address; role-based or shared addresses (such as info@ or sales@) may not be used for contractor accounts. Client shall not grant access to any person or entity that develops, sells, resells or implements CRM, automation, AI agent, communications or dealer software products or services that compete with the Services (a “Competing Provider”) without Nemroot's prior written consent. Nemroot may, with notice to Client, suspend or remove any Authorized User it reasonably believes is a Competing Provider or is acting in breach of Section 4.2, without liability and without affecting Client's other obligations.
3.4 Leads. A Lead who interacts with the Services, including through Client's account, the website widget or the AI Agent, is subject to Section 5 and to any other terms Nemroot provides. Nemroot may remove or disable access to any Lead, content or resource that breaches Section 5.
4.1 Licence. Subject to this Agreement, Nemroot grants Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited right during the term and within the Territory to install and use any mobile application associated with the Services, and to access and use the Services solely for Client's internal business purposes at the dealership locations stated in the Order Confirmation.
4.2 Restrictions. Client must not, and must not permit any third party to: (a) rent, lease, copy, transfer, sublicense or provide access to the Nemroot Technology to any third party other than Authorized Users; (b) incorporate the Nemroot Technology into, or use it to provide, any site, product or service, or use it on a service-bureau basis or for the benefit of any other dealership; (c) publicly disseminate information regarding the performance of the Nemroot Technology, or use the Services for benchmarking or competitive analysis; (d) modify or create derivative works of the Nemroot Technology, or access the Services with the intent to copy or create a competing or derivative product, including by imitating its screens, workflows or logic; (e) reverse engineer, disassemble, decompile, translate or otherwise seek to derive the source code, models, underlying algorithms or non-public APIs, except as expressly permitted by Law; (f) scrape the Services or use automated means to extract information other than Client's own data through functionality Nemroot provides; (g) circumvent any security measure or rate limit; or (h) remove or obscure any proprietary notice, including in reports or output.
4.3 Free Trials and Beta Releases. Nemroot may provide Services free of charge or on trial (a “Free Trial Period”) or provide early-stage features or beta releases. Section 12 does not apply to either. Both are provided “as is” and “as available” without warranty, support, maintenance, storage or indemnity of any kind, may be incomplete and may contain errors, and are used at Client's sole risk. Nemroot may discontinue them at any time on reasonable notice, without liability. Sections 5 through 11 apply during a Free Trial Period as they do during a paid subscription.
Client must not use the Services, and must not permit any Authorized User or Lead to use them, to:
• send any communication in a carrier-prohibited or unlawful content category, including high-risk financial services, debt collection or debt forgiveness, gambling, illegal substances, get-rich-quick schemes, third-party lead generation or affiliate marketing, hate speech, harassment or sexual content;
• conduct debt collection or collections activity of any kind;
• transmit malware, or attempt to gain unauthorised access to any system, account or data;
• impersonate any person or misrepresent the identity of the sender of any communication;
• infringe or misappropriate the intellectual property, privacy or publicity rights of any person; or
• use the Services other than for interaction with Client's own actual Leads and customers.
Nemroot may remove content, or suspend or terminate access, on credible notice or evidence of a breach of this Section. Compliance with this Section is a condition of continued access to the Services.
6.1 Nemroot provides Services that use artificial intelligence (“AI Features”), including the AI Agent, which responds to Leads, sends vehicle information and availability, schedules appointments, sends follow-up messages, and handles telephone interactions. The AI Agent operates continuously and improves over time from interaction data.
6.2 Output from the AI Features may not always be accurate or complete. Client is responsible for evaluating whether output is appropriate for its use, including determining where human review and oversight are needed, and for the message templates, campaigns, triggers and settings it puts into use.
6.3 Client is responsible for disclosing its use of AI Features to Leads where any Law requires it, and for including any AI-related identification or disclosure that Nemroot designates as required by Law or by carrier rules.
7.1 How the Services operate. The Services enable text, email and telephone communications with Leads, including messages drafted or suggested by the AI Features and messages sent automatically on triggers, schedules, campaigns, templates and recipient lists that Client configures. Client configures and controls those settings, supplies the recipient lists, determines the categories of Lead who receive communications, and is the party on whose behalf and for whose benefit the communications are made. Client is the seller of the goods and services they promote. Client's representations in this Section apply equally to content generated or suggested by the AI Features and to communications transmitted automatically under Client's configuration.
7.2 Consent. For every Lead contacted through the Services, Client represents and warrants that before any communication is sent it has obtained and can produce records evidencing the consent required by Law, including prior express written consent where required for marketing or telemarketing. Client must clearly designate marketing and promotional messages as such within the platform before sending.
7.3 Third-party lead sources. Where Client imports or receives Leads from third-party lead providers, listing sites, or its own website forms, Client remains responsible for confirming that the consent obtained by that source is sufficient for the communications Client sends through the Services, and for the accuracy of the Lead Data received.
7.4 Opt-outs and suppression. Client must honour every opt-out and revocation of consent in real time, whether made through the Services (for example, by replying STOP) or by any other reasonable means; must not upload or re-upload any contact whose consent has been revoked; must maintain and use a consent-management process; must scrub recipient lists against the National Do-Not-Call Registry and any applicable state and internal do-not-call lists; and must take commercially reasonable steps to confirm that each recipient number remains assigned to the person who gave consent, including by checking numbers against the Reassigned Numbers Database or a comparable tool. Where the Services provide opt-out handling infrastructure, Client remains solely responsible for the existence and sufficiency of consent.
7.5 Records. Client must retain all consent, opt-in and opt-out records for no less than five (5) years and provide them to Nemroot within five (5) business days of request.
7.6 A2P 10DLC registration. Client authorises Nemroot to submit A2P 10DLC brand and campaign registrations to The Campaign Registry, or a functional equivalent, on Client's behalf and in Client's name, using information Client provides. Client's brand will be registered under Client's own EIN. Client represents and warrants that all information provided for that purpose — legal business name, EIN, physical address, website, use case, sample content, opt-in description and message frequency — is true, accurate and complete, and will notify Nemroot promptly of any change. Client acknowledges that carrier or registry approval concerns message deliverability only and does not constitute consent under, or compliance with, the Telephone Consumer Protection Act or any other Law.
7.7 Carrier policies. Client must comply with the acceptable-use and messaging policies of Nemroot's communications providers, which are incorporated by reference and available on request. Compliance with them is a condition of continued access to the messaging features.
7.8 Compliance is Client's responsibility. Client is solely responsible for its compliance with all Laws relating to communications sent through the Services and must not rely on the Services for that compliance. Use of the Services does not guarantee compliance with any Law, and Nemroot does not provide legal or compliance advice.
7.9 Suspension. Nemroot may suspend messaging or calling functionality, or the Services, immediately and without a cure period, on any consumer complaint, carrier action, or reasonable belief of non-compliance with this Section.
Call recording and transcription is a standard feature of the Services and is enabled by default. Inbound and outbound telephone calls placed or received through the Services are recorded and transcribed, and the transcript is summarised into the relevant customer record.
Recording laws differ between states, and some require the consent of every party to a call. Client is solely responsible for ensuring that the notice and consent required in each jurisdiction where it operates are given for every recorded call, including by keeping enabled any recording announcement Nemroot makes available and by configuring the Services accordingly. Client must not disable a recording announcement in any jurisdiction where notice is required.
Nemroot provisions a telephone number for Client's use with the Services. Client may use that number directly or forward its existing dealership number to it. A number provisioned by Nemroot is obtained and held by Nemroot through its carrier and is licensed to Client for use during the term only; it is not assigned or transferred to Client and does not transfer on termination. Client should take that into account before using a Nemroot-provisioned number in advertising or on signage. Any number Client already controls remains Client's and is unaffected by this Agreement.
10.1 Ownership. As between the parties, Client retains all right, title and interest, including intellectual property rights, in and to Client Data. Client grants Nemroot a non-exclusive, worldwide, royalty-free right and licence to collect, use, copy, store, transmit, modify and create derivative works of Client Data as necessary to provide the Services and as described in this Agreement and Nemroot's Privacy Policy, and instructs Nemroot to do so.
10.2 Aggregated and de-identified data. Nemroot may generate usage data from Client's use of the Services and may aggregate and de-identify Client Data (“Aggregate Data”). Aggregate Data is Nemroot Technology and Nemroot may use it for any business purpose during or after the term, including to operate, secure, improve and develop its products and services, to train and evaluate the machine learning models used in the Services, and to produce benchmarks, reports and industry analyses. Nemroot will not distribute Aggregate Data in a manner that identifies Client, any Authorized User or any Lead, or that would breach any Law.
10.3 Monitoring. Nemroot may monitor and analyse Client Data and Lead Data, including messages, chats, call recordings and transcripts, to provide and improve the Services, to ensure compliance with Section 5 and Section 7, and to investigate suspected misuse.
10.4 Security. Nemroot maintains physical, technical and organisational measures designed to secure its systems against unauthorised access, use and disclosure, including encryption in transit and at rest, role-based access controls, individually attributed credentials, multi-factor authentication for administrative access, and logging of access to production systems.
10.5 Retention and export. Nemroot does not provide an archiving service. During the term, Client may export Lead contact information in Nemroot’s standard format through the Services. Client is responsible for completing any export before closing its account or before this Agreement expires or terminates. Upon closing, expiration or termination, Client’s access ends immediately, and Client Data, including messages, call recordings and transcripts, is deleted, subject to any legal retention obligation and to routine backup cycles. Nemroot’s rights in Aggregate Data survive.
10.6 Privacy and data processing. Nemroot's Privacy Policy describes how information is handled. To the extent Nemroot processes personal data contained in Client Data on Client's behalf, Client acts as controller and Nemroot as processor, and that processing is governed by the Data Processing Addendum, which is incorporated into this Agreement by reference. Each party must comply with its obligations under applicable data privacy laws, including the Texas Data Privacy and Security Act where applicable.
Client represents and warrants that:
• it will use the Services in full compliance with all Laws and with this Agreement, and will not use them in a manner that would cause Nemroot to breach any Law;
• it owns or has the legal right to provide all Client Data submitted to Nemroot, and that such data does not violate any third-party right, including intellectual property, privacy and publicity rights;
• Nemroot's possession and use of Client Data on Client's behalf will not breach any contract, statute, regulation or third-party right;
• it is authorised to provide Nemroot with the Lead, Client and Authorized User information it supplies; and
• it and its Authorized Users will use the Services only for interaction with actual Leads and customers.
12.1 Onboarding. Nemroot provides initial account configuration and onboarding at no additional charge, including connecting lead sources, synchronising inventory data, provisioning telephone numbers and related communication services, and onboarding and training for Client personnel.
12.2 Go-Live. Client must complete all actions reasonably required to achieve Go-Live within fourteen (14) days of the Subscription Start Date, and will cooperate in good faith and provide promptly all information, credentials, approvals and system access Nemroot reasonably requires. Client's failure or delay in achieving Go-Live does not delay the Subscription Start Date, extend the term or the Refund Period, or suspend or otherwise affect Client's payment obligations. Where a failure or delay in achieving Go-Live is solely due to Nemroot's acts or omissions, Nemroot may, at Client's request, extend the initial term by a period equal to the delay. Any published or estimated implementation timeline is contingent on Client's timely cooperation and is not a commitment.
12.3 Availability and support. Nemroot will use commercially reasonable efforts to make the Services available, and provides web-based support through the Website. Nemroot does not commit to any specific level of availability under this Agreement, and no service level agreement applies unless one is expressly stated in Client's Subscription Documentation. Scheduled maintenance, acts or omissions of Client, failures in Client's facilities, hardware, software or network, and events beyond Nemroot's reasonable control are excluded from any availability measurement.
13.1 Subscription Fees. The Services are provided on a recurring subscription basis. Client must pay the Subscription Fees and any additional fees set out in the Order Confirmation (together, the “Fees”). Unless the Order Confirmation states otherwise, Subscription Fees are billed monthly in advance and are payable in United States dollars. Subscription Fees are non-refundable and non-creditable except as expressly provided in Sections 2.3, 13.7 and 14.3.
13.2 Payment authorisation. Client must maintain a valid credit card or ACH authorisation on file throughout the term, and authorises Nemroot and its payment processor to charge that method automatically on a recurring basis for all amounts due as they become payable, without further authorisation for each charge. Client is responsible for keeping billing and payment information complete, accurate and current.
13.3 Annual billing. Where Client elects annual billing, the Subscription Fees for the full twelve-month term are payable in advance at the discounted annual rate. Usage charges under Section 13.5 are billed monthly in arrears regardless of billing frequency.
13.4 Plan changes. Client may upgrade its plan, or add optional add-ons, at any time. An upgrade takes effect immediately and is charged pro rata for the remainder of the current billing period, and does not restart or extend the initial term. Client may not downgrade during the initial term; a downgrade takes effect at the start of a renewal period. Authorized User seats follow the plan in effect. Nemroot will issue a new Order Confirmation for each change, and the most recent Order Confirmation governs.
13.5 Usage beyond plan allowances. Nemroot will not interrupt the Services when Client exceeds the conversation, voice, messaging or email allowances included in its plan. Usage beyond those allowances is billed monthly in arrears at Nemroot's published rates: voice at $0.05 per minute, SMS and campaign email at cost, and AI receptionist minutes at the rate stated for Client's plan. SMS is counted per carrier segment of approximately 160 characters, and AI receptionist minutes are metered separately from plan voice minutes. Nemroot may update its published usage rates on thirty (30) days' notice.
13.6 Registration and carrier fees. A2P 10DLC brand and campaign registration, including carrier registration and vetting fees, is included in the Subscription Fees. Deregistration costs on termination are charged at cost. Fees are otherwise exclusive of taxes, regulatory fees and levies, and Client must pay all applicable taxes other than taxes based on Nemroot's income.
13.7 Refund Period. Client may terminate this Agreement for any reason by written notice to Nemroot within thirty (30) days following the Subscription Start Date (the “Refund Period”), and Nemroot will refund all Subscription Fees paid, including any annual prepayment, less usage charges under Section 13.5 and any third-party costs already incurred on Client's behalf. Where a Free Trial Period was provided, the Refund Period is reduced by the length of that period, and where the Free Trial Period was thirty (30) days or more there is no Refund Period. On termination under this Section, Client's access ends immediately and Section 10.5 applies to Client Data.
13.8 Late payment and non-payment. Amounts not paid when due accrue interest at the lower of 1.5% per month or the maximum rate permitted by Law, and Client is responsible for Nemroot's reasonable costs of collection, including reasonable legal fees. Nemroot may suspend the Services on written notice if any amount is more than ten (10) days overdue; suspension does not relieve Client of the obligation to pay for the remainder of the term. Initiating a chargeback or payment reversal for amounts properly due is a breach of this Agreement. Nothing in this Section limits Client's right to dispute a billing error in good faith.
13.9 Fee adjustments. Nemroot may increase Subscription Fees on forty-five (45) days' prior written notice, effective at the start of a renewal period.
14.1 Term and renewal. The initial term is twelve (12) months from the Subscription Start Date unless the Subscription Documentation states otherwise. After the initial term the subscription continues month to month until either party gives thirty (30) days' written notice. Client may give notice by emailing info@nemroot.com. By accepting Subscription Documentation, Client agrees to pay the Fees for the entire initial term.
14.2 Suspension. Nemroot may suspend Client's or any Authorized User's access if Client's account is overdue, Client has exceeded its Scope of Use, Client has breached Section 4, 5, 7 or 11, or suspension is necessary to prevent harm to other clients or to preserve the security, stability or integrity of the Services. Client remains responsible for Fees during suspension, except for a suspension not due to Client's fault lasting longer than five (5) days.
14.3 Termination for cause. Either party may terminate if the other fails to cure a material breach, including failure to pay, within thirty (30) days of written notice; ceases operation without a successor; or becomes subject to bankruptcy, receivership or comparable proceedings not dismissed within sixty (60) days. Nemroot may terminate immediately for breach of Section 4, 5, 7 or 11, or for repeated breaches of this Agreement. If Client terminates during the initial term for any reason other than under this Section or Section 2.3 or 13.7, Client remains responsible for the Fees for the entire initial term, which become immediately due.
14.4 Effect of termination. On expiration or termination, Client's licence rights end and it must cease use of the Services and delete Nemroot's documentation, scripts, credentials and Confidential Information in its possession. Client’s access to the Services and to Client Data ends immediately.
14.5 Survival. Sections 1, 4, 5, 7, 8, 9, 10, 13, 14, 15, 16, 17, 19, 20, 21, 22 and 23 survive expiration or termination.
15.1 Each party, as receiving party, must hold the other's Confidential Information in confidence, not disclose it to third parties, and use it only as necessary to perform this Agreement. Each party may share it with employees, agents, contractors and Authorized Users who have a legitimate need to know and who are bound by confidentiality obligations no less protective than this Section.
15.2 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to the receiving party before disclosure, is rightfully obtained from a third party without breach of any confidentiality obligation, or is independently developed without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by Law, subpoena or court order, using commercially reasonable efforts to notify the other party where permitted.
15.3 Each party acknowledges that unauthorised disclosure may cause substantial harm for which damages alone may be insufficient, and may seek equitable relief in addition to any other remedy.
16.1 Ownership. Client obtains only a limited right to use the Services; no ownership rights transfer under this Agreement. Nemroot and its suppliers exclusively retain all right, title and interest, including all intellectual property rights, in and to the Services, products, documentation, software, technology, code, models, know-how, logos, trademarks, templates, reports, outputs, support materials and all updates and derivative works (the “Nemroot Technology”), which is Nemroot's Confidential Information. The Services are offered as a hosted product and Client has no right to a copy of the underlying software.
16.2 Feedback. Client assigns to Nemroot all right, title and interest in any suggestion, comment, improvement or idea it or its Authorized Users provide about the Services, which Nemroot may use without restriction, attribution or compensation. Nothing limits Nemroot's right to develop, evaluate or market products independently.
Nemroot may contract with third parties to deliver features of the Services, and may allow Client to use third-party applications, integrations, add-ons or products that are not Nemroot Technology (“Third-Party Products”), including dealer management systems, listing sites, telephony and messaging carriers and payment processors. Use of a Third-Party Product may require Client to accept that provider's own terms.
Unless Nemroot expressly agrees otherwise in writing, Nemroot is not a party to and will not be liable under any such third-party terms; does not warrant or support Third-Party Products; and disclaims responsibility for third-party providers, their availability, their changes to interfaces or terms, and their access to, modification, deletion, disclosure or collection of Client Data. Nemroot is not responsible for Client Data once it has been transmitted, copied or removed from the Services by a third-party provider.
Throughout the term Client must maintain, at its own expense, commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. Where Client carries technology or media errors-and-omissions coverage, that coverage must not exclude claims arising under the Telephone Consumer Protection Act or comparable statutory claims, and Nemroot must be named as an additional insured. Client will provide a current certificate of insurance on request and will give at least thirty (30) days' written notice of cancellation or material reduction in coverage.
19.1 By Client. Client will defend, indemnify and hold harmless Nemroot and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (the “Nemroot Entities”) against any third-party claim, demand, proceeding, fine, penalty, loss, liability, damage, cost or expense, including reasonable legal fees, arising out of or relating to: (a) Client Data, including its processing by or on behalf of Nemroot in accordance with this Agreement; (b) any breach of Section 5, 7, 8 or 11, including message content or recipients selected or configured by Client, any absence or insufficiency of consent, failure to honour opt-outs or to scrub do-not-call lists, inaccuracy in any brand or campaign registration information, failure to give required call recording notice, and Client's use of AI-generated content; (c) Client's or an Authorized User's use of the Services in breach of this Agreement; (d) Client's violation of any Law or third-party right, including intellectual property, privacy and publicity rights; (e) any dispute between Client and a third party, including its Leads and third-party providers; or (f) any other breach of this Agreement.
19.2 By Nemroot. Nemroot will defend, indemnify and hold harmless Client against any third-party claim and related costs arising from Nemroot's gross negligence or wilful misconduct, or from a claim that Client's authorised use of the Services infringes or misappropriates a third party's intellectual property rights.
19.3 Exclusions. Section 19.2 does not apply to the extent a claim arises from modification of the Services by Client or its agents in breach of this Agreement, use of the Services inconsistently with this Agreement or the Subscription Documentation, or use of the Services in combination with any product or service not provided by Nemroot where the claim would not have arisen without that combination.
19.4 Procedure. Client will defend the Nemroot Entities at Nemroot's request and may not settle any claim without Nemroot's prior written consent where the settlement does not fully release Nemroot or would require Nemroot to admit fault, pay any amount, or take or refrain from any action.
EXCEPT AS EXPRESSLY PROVIDED HERE, THE NEMROOT TECHNOLOGY AND ALL RELATED SERVICES, MATERIALS AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER NEMROOT NOR ITS SUPPLIERS MAKES ANY WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEMROOT DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS, THAT CLIENT DATA WILL BE ACCURATE, COMPLETE OR PRESERVED WITHOUT LOSS, OR THAT THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE.
NEMROOT DOES NOT GUARANTEE ANY NUMBER OR VOLUME OF LEADS, RESPONSES, APPOINTMENTS, SALES, CONVERSIONS, REVENUE OR OTHER BUSINESS OR PERFORMANCE RESULT, EXCEPT TO THE EXTENT EXPRESSLY STATED IN THE ORDER CONFIRMATION. MARKETING MATERIALS, CASE STUDIES, PUBLISHED TIMEFRAMES AND STATEMENTS ABOUT TYPICAL RESULTS ARE ILLUSTRATIVE AND ARE NOT COMMITMENTS, AND THIS AGREEMENT SUPERSEDES THEM. CLIENT'S USE OF THE SERVICES, AND ANY DECISION OR ACTION TAKEN ON THE BASIS OF THEM, IS AT CLIENT'S SOLE RISK.
No advice or information obtained from the Services or from Nemroot creates any warranty not expressly stated here. Nemroot does not provide legal, compliance, tax or lending advice, and nothing produced by the Services constitutes such advice.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER NEMROOT NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY.
NEMROOT'S AND ITS SUPPLIERS' TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT TO NEMROOT FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR A FREE TRIAL PERIOD OR A BETA RELEASE, TOTAL LIABILITY WILL NOT EXCEED FIFTY U.S. DOLLARS ($50.00).
These limits do not apply to Client's indemnification obligations under Section 19.1, to amounts Client owes under Section 13, or to either party's liability for fraud, wilful misconduct, misappropriation of the other's intellectual property, or death or personal injury caused by negligence. Each party acknowledges that this Section is a fundamental basis of the bargain and a reasonable allocation of risk, and that each provision limiting liability, disclaiming warranties or excluding damages is severable and independent.
22.1 Governing law and venue. This Agreement is governed by the laws of the State of Texas, without regard to conflict of laws principles. Any suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in the state or federal courts located in Harris County, Texas, and each party submits to the personal jurisdiction of those courts.
22.2 Informal resolution and mediation. Before filing any judicial action other than one described in Section 22.5, the parties will attempt to resolve the dispute informally and, failing that, will participate in mediation within sixty (60) days of written notice of the claim. The notice must describe the nature of the claim and the relief requested. A neutral mediator will be selected by agreement. Mediation costs are shared equally and each party bears its own legal fees.
22.3 Class action waiver. Each party agrees that any dispute will be resolved solely on an individual basis, and that neither party may bring, join or participate in any class, collective, consolidated, mass or representative action or proceeding. If this waiver is held unenforceable as to a particular dispute, that dispute alone will be severed and adjudicated in the courts identified in Section 22.1, and this waiver will otherwise remain in full force.
22.4 Jury trial waiver. EACH PARTY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. Each party acknowledges that it has had the opportunity to review this waiver with its own counsel and makes it knowingly and voluntarily.
22.5 Exceptions. The following are not subject to the mediation requirement in Section 22.2: a request for injunctive or other equitable relief and any related incidental damages; a request to prevent the disclosure or misuse of Confidential Information or trade secrets; and any action to enforce Client's payment obligations under Section 13, which Nemroot may bring directly in any court of competent jurisdiction, including a justice or small claims court.
22.6 Attorneys' fees. The substantially prevailing party in any action to enforce or interpret this Agreement is entitled to recover its reasonable attorneys' fees, expert fees and costs.
23.1 Assignment and change of control. Neither party may assign this Agreement without the other's prior written consent, which must not be unreasonably withheld, except that Nemroot may assign without consent to an affiliate or in connection with a merger, acquisition or transfer of all or substantially all of its assets. This Agreement binds and continues in effect for any acquirer of Client's dealership business. Any unauthorised assignment is void.
23.2 Notices. Notices to Nemroot must be in writing and sent to info@nemroot.com and to Nemroot's postal address stated in Section 24. Nemroot may send notices to the email addresses on Client's account or by posting in the Services. Each party consents to electronic notices and agrees they satisfy any requirement that a communication be in writing.
23.3 Publicity. Unless the Subscription Documentation states otherwise, Nemroot may use Client's name, logo and marks to identify Client as a client on its website and in marketing materials, and may request a testimonial. Client may withdraw that permission on written notice.
23.4 Communications from Nemroot. Client agrees that Nemroot may send transactional, operational and marketing emails and text messages to the addresses and numbers Client provides. Message and data rates may apply. Client may opt out of marketing communications at any time and must keep its contact information current.
23.5 Subcontractors. Nemroot may use subcontractors and permit them to exercise the rights granted to Nemroot in order to provide the Services, and remains responsible for the performance of its obligations.
23.6 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, employment, franchise or agency relationship, and neither party may bind the other.
23.7 Force majeure. Neither party is liable for any delay or failure to perform, other than a payment obligation, caused by circumstances beyond its reasonable control, including acts of God, natural disasters, governmental action, strikes, war, terrorism, riots, pandemics, cyberattacks, and utility or telecommunications failures. The affected party will give prompt written notice and use commercially reasonable efforts to mitigate.
23.8 Compelled disclosure. Nothing prevents Nemroot from disclosing Client Data to the extent required by Law, subpoena or court order, but Nemroot will use commercially reasonable efforts to notify Client where permitted.
23.9 Amendment and waiver. Nemroot may update these Terms by posting a revised version at nemroot.com/terms-of-service with a new version number and effective date. Nemroot will give Client notice of any material change, in the Services or by email, at least thirty (30) days before it takes effect, and Client may be required to accept the updated Terms to continue using the Services. Immaterial changes take effect on posting, and continued use constitutes acceptance. Prior versions remain available at their published addresses. The version in force is the one posted at that address. No waiver is implied from conduct or from a failure to enforce; waivers must be in writing.
23.10 Severability. If any provision is found unenforceable or invalid, it will be limited to the minimum extent necessary so that the remainder of this Agreement stays in effect.
23.11 Multiple locations and affiliates. Each subscription permits use only by the entity identified in the Subscription Documentation, at the dealership locations stated in the Order Confirmation. An affiliate of Client may use the Services only where it is identified in the Subscription Documentation or accepts these Terms under its own account.
23.12 Entire agreement. This Agreement, together with the Subscription Documentation, the Order Confirmation and the Data Processing Addendum, is the parties' complete and exclusive understanding on its subject matter and supersedes all prior or contemporaneous communications, proposals, quotes, marketing materials and representations. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Where this Agreement and the Subscription Documentation conflict, the Subscription Documentation controls as to the commercial terms it states, and this Agreement controls in all other respects.
23.13 Apple. This provision applies where Client uses the Nemroot mobile application on an iOS device. This Agreement is between Client and Nemroot only, not with Apple Inc., and Apple is not responsible for the Services or their content and has no obligation to provide maintenance or support. Apple is not responsible for addressing any claim relating to the Services, including product liability, failure to conform to legal requirements, or claims under consumer protection legislation, nor for the investigation, defence, settlement or discharge of any intellectual property infringement claim. Client will comply with applicable third-party terms when using the Services. Apple and its subsidiaries are third-party beneficiaries of this provision and may enforce it against Client.
23.14 No other third-party rights. Except as stated in Section 23.13, nothing in this Agreement confers on any third party the right to enforce any provision.
Nemroot Technologies LLC
Email: info@nemroot.com • Support: info@nemroot.com
Phone: (346) 666-7377
Postal address: 14507 FM 529 suite h, Houston, TX 77095
