These Terms of Service and End User License Agreement (the "Terms") govern your access to and use of the websites, software, dashboards, and services provided by Ukiyo Nexus ("Ukiyo Nexus", "we", "us"). Please read them carefully.
By accessing or using our website, software, or services, or by signing an order, proposal, or statement of work that references these Terms, you agree to be bound by them. If you do not agree, do not use the services.
Ukiyo Nexus provides business software and services for organizing revenue operations, including dashboards that consolidate customer, opportunity, activity, advertising, and accounting information that you authorize us to receive from third-party platforms, as well as related implementation, automation, and advisory services. Features vary by engagement and may change over time.
The services are intended for business use only. By using them, you represent that you are at least 18 years old and that you have authority to accept these Terms on behalf of the organization you represent and to authorize the connections and data access you configure.
Subject to these Terms and to payment of any applicable fees, Ukiyo Nexus grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the software and services for your internal business purposes during the term of your engagement. No other rights are granted, expressly or by implication.
You agree not to, and not to permit any third party to:
The services may connect to third-party platforms at your direction. Those platforms are operated independently and governed by their own terms and privacy policies. We do not control them and are not responsible for their availability, accuracy, changes, pricing, or actions. If a platform changes or revokes access, related functionality may be limited or discontinued.
You are solely responsible for obtaining and maintaining all rights, permissions, and consents required for the data you provide or authorize us to receive, and for any communications you direct through the platform to your contacts. You represent that your use of the services complies with applicable privacy, data protection, and communications laws.
Ukiyo Nexus and its licensors retain all right, title, and interest in and to the software, services, interfaces, documentation, methodologies, and all related intellectual property, including any improvements and derivative works. Feedback you provide may be used by us without obligation or restriction.
You retain ownership of the data you submit or authorize us to receive on your behalf ("Customer Data"). You grant us a limited right to host, process, transmit, and display Customer Data as necessary to provide, secure, support, and improve the services, and as otherwise permitted by our Privacy Policy or your written instructions.
We may modify, update, add, or discontinue features of the services at any time. We may perform maintenance that temporarily interrupts access. These Terms do not create any uptime, availability, or service-level commitment unless separately agreed in writing.
Fees, billing frequency, and scope are set out in the applicable order, proposal, or statement of work agreed between the parties. Unless expressly stated in that document, fees are exclusive of taxes and are non-refundable. No pricing is established by these Terms.
Each party may receive non-public information of the other party. The receiving party will use such information only as needed to perform under these Terms, will protect it using reasonable care, and will not disclose it except to personnel, advisors, or service providers bound by comparable obligations, or as required by law. These obligations do not apply to information that is public, independently developed, or lawfully received from a third party without restriction.
Except as expressly stated in a signed written agreement, the services are provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the services will be uninterrupted or error-free, and we make no representation regarding business, revenue, or financial outcomes.
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility. Our total aggregate liability arising out of or relating to these Terms will not exceed the amounts paid by you to Ukiyo Nexus for the services in the twelve months preceding the event giving rise to the claim.
You agree to defend, indemnify, and hold harmless Ukiyo Nexus and its personnel from third-party claims, damages, liabilities, and reasonable costs arising from your Customer Data, your communications sent through the platform, your use of the services in violation of these Terms or applicable law, or your failure to obtain required permissions or consents. We will provide prompt notice of any such claim and reasonable cooperation at your expense.
We may suspend or limit access if we reasonably believe there is a security risk, a violation of these Terms, unlawful activity, or non-payment. Either party may terminate an engagement as provided in the applicable order or, if none, upon written notice.
Upon termination, your license and access rights end and you must stop using the services. Amounts already accrued remain payable. Provisions relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law survive. We may delete or de-provision Customer Data after termination consistent with our retention practices; you should export any data you wish to retain before termination becomes effective.
These Terms are governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in St. Lucie County, Florida.
Ukiyo Nexus operates SMS messaging programs under the sender identity "Ukiyo Nexus." Participation is entirely voluntary. Providing a phone number is not consent to receive SMS messages: consent is given only through a separate, explicit opt-in that is unchecked by default. Consent is never a condition of requesting access, using the site, or purchasing anything.
Consent is purpose-specific and each purpose is authorized independently:
Opting into one purpose does not opt you into the other. Message frequency varies. Message and data rates may apply, and those charges are between you and your mobile carrier. Reply STOP to any message to opt out, or HELP for assistance. We honor opt-out requests by recording a suppression against the number, and we may continue to retain records of your consent and opt-out for compliance purposes.
You may submit only a phone number that you own or are otherwise authorized to use, and you must tell us if that number is reassigned or no longer yours. Message delivery depends on mobile carriers and other networks that we do not control, and we are not responsible for delays or failures caused by them. Not all mobile carriers or devices are supported.
Your use of these programs is also governed by our Privacy Policy and by these Terms.
We may update these Terms from time to time. The "Last updated" date above indicates when the current version took effect. Continued use of the services after an update constitutes acceptance of the revised Terms.