Terms of Service

Last Updated: September 1, 2026

These Terms of Service ("Terms") govern access to and use of the website and custom CRM design, development, migration, hosting, maintenance, and support services provided by Nivaloq, Inc., a Delaware corporation ("Nivaloq," "we," "us," or "our"). By using the Services, you agree to these Terms.

1. Services and Orders

Project scope, deliverables, fees, timing, hosting arrangements, support levels, and any customer-specific terms will be described in an order form, statement of work, or other written agreement. If that agreement conflicts with these Terms, the customer-specific agreement controls.

2. Customer Responsibilities

• Provide accurate requirements, timely access, lawful instructions, and reasonably necessary cooperation.
• Maintain appropriate rights and permissions for data supplied to Nivaloq.
• Use the Services lawfully and protect account credentials.
• Review and test deliverables before relying on them in production.

3. Acceptable Use

You may not misuse the Services, interfere with their security or operation, attempt unauthorized access, distribute malware, violate the rights of others, or use the Services for unlawful, deceptive, or abusive activity.

4. Customer Data

Customers retain ownership of their data. Customers grant Nivaloq the limited rights necessary to process customer data and provide the Services. Nivaloq will use customer data only as permitted by the applicable agreement, these Terms, and law.

5. Intellectual Property

Each party retains its pre-existing intellectual property. Ownership and license rights for custom deliverables are defined in the applicable order form or statement of work. Unless otherwise agreed, Nivaloq retains rights in reusable tools, frameworks, know-how, and generalized components, while granting the customer the rights needed to use paid deliverables.

6. Fees and Taxes

Fees are due as stated in the applicable agreement. Except where required by law or expressly agreed, payments are non-refundable. Customers are responsible for applicable taxes other than taxes on Nivaloq's net income.

7. Third-Party Services

CRM systems may connect to third-party platforms selected by the customer. Those platforms are governed by their own terms and may change or discontinue features. Nivaloq is not responsible for third-party services outside its reasonable control.

8. Confidentiality

Each party will protect the other's non-public confidential information using reasonable care and use it only to perform or receive the Services. Standard exceptions apply to information that is public, independently developed, lawfully received, or required to be disclosed by law.

9. Warranties and Disclaimers

Nivaloq will perform professional services in a competent and workmanlike manner. Except for express written warranties, the Services are provided "as is" and "as available." To the maximum extent permitted by law, Nivaloq disclaims implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenue, or data. Nivaloq's aggregate liability arising from the Services will not exceed amounts paid to Nivaloq for the affected Services during the 12 months before the event giving rise to the claim.

11. Termination

Either party may terminate for material breach that remains uncured after 30 days' written notice, unless a customer agreement provides otherwise. Upon termination, unpaid fees become due and each party will return or delete confidential information as required by the applicable agreement and law.

12. Governing Law

These Terms are governed by Delaware law, without regard to conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to those courts.

13. General

These Terms and applicable customer agreements form the entire agreement for the Services. Neither party may assign them except as permitted in writing or in connection with a merger, reorganization, or sale of substantially all relevant assets. Notices to Nivaloq may be sent to [email protected].