Terms of Service

Last Updated: Dec 24, 2024

These Nerve Terms of Service (this “Agreement”) govern your or the company or entity on whose behalf you entered into this Agreement or that is otherwise identified on the applicable Order Form (“Customer”) use of the Services as made available by Nerve, Inc. (“Nerve”). Nerve and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”. 

1. AGREEMENT TO TERMS AND CONDITIONS.

   This Agreement is effective, and you agree to be bound by this Agreement, the earlier of the date (i) you first click a button titled “Create Organization” or “Join Organization”; or (ii) of the Order Form Date specified on the applicable Order Form incorporating this Agreement (“Effective Date”). If you are accepting this Agreement on behalf of Customer, you represent and warrant that you have the authority to bind Customer to the terms and conditions of this Agreement.

   
   

2. DEFINITIONS.

   1. “Authorized Users” means employees, contractors or other users authorized by Customer to use the Services.

   2. “Nerve IP” means the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services and Documentation and Aggregate Data (as defined below), all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.

   3. “Documentation” means the documentation relating to the Services if and as provided by Nerve to Customer (including any revised versions thereof), which may be updated from time to time upon notice to customer.

   4. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.

   5. “Order Form” means an ordering document, order page, or user interface through which Customer purchases or enables access to the Services.

   6. “Services” means the use of artificial intelligence tools and various software applications that connect to different enterprise data sources to assist Authorized Users with various business tasks, as more particularly described or identified in the applicable Order Form.

   
   

3. DATA PRIVACY AND SECURITY.

   Nerve shall treat Customer Materials in its possession and control as confidential and shall use commercially reasonable efforts to implement administrative, technical, and physical measures designed to protect against (i) the unauthorized disclosure of or access to Customer Materials provided to Nerve by Customer, and (ii) anticipated material security threats to such Customer Materials. Nerve will use commercially reasonable efforts to: (1) adhere to reasonable industry standards with regard to Nerve’s information security program, and (2) maintain information and data privacy and security procedures with respect to its access, use, and storage of Customer Materials that (A) are at generally in accordance with reasonable industry standards taking into consideration the sensitivity of the relevant Customer Materials, and the nature and scope of the Services to be provided, and (B) comply with applicable laws. Nerve will take reasonable measures to secure its systems containing Customer Materials against “hackers” who may seek, without authorization, to modify or access such Customer Materials without the consent of Customer. Nerve will periodically test its systems for potential areas where security could be breached. If Customer provides Nerve any information relating to an identified or identifiable individual where such information is protected as “personal data,” “personal information” or “personally identifiable information” under applicable Data Protection Laws (as defined under the Data Processing Addendum (“DPA”) the current version of which is available here), the terms of the DPA will apply. The terms of the DPA are incorporated in this Agreement by reference.

   
   

4. ACCESS AND USE.

   1. Services. Subject to the terms and conditions of this Agreement, Nerve hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 13(b)) right to use (and permit Authorized Users to and use) the Services in accordance with the Documentation and the terms of this Agreement.

   2. Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Services or the Documentation; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Services to any other person or entity, or otherwise allow any person or entity to use the Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (iv) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person or entity, or that violates any applicable law; (v) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; or (vi) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Nerve for use expressly for such purposes.

   3. Authorized Users. Customer may permit Authorized Users to use the Services in accordance with the Documentation and the terms of this Agreement, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Services and their compliance with the terms and conditions of this Agreement, including, without limitation, with Customer’s obligations and the restrictions set forth in Section 4(b). Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify Nerve if Customer knows or reasonably suspects that any user name and/or password has been compromised. Additionally, Authorized Users agree to safeguard user names and passwords, hardware and software used to access the Services and will promptly notify Nerve in case such credentials have been or are reasonably suspected to be compromised.

   4. Ownership of Nerve IP. Subject to the limited rights expressly granted hereunder, Nerve reserves and, as between the Parties will solely own, the Nerve IP and all rights, title and interest in and to the Nerve IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

   5. Ownership of Output. As between the Parties, to the extent permitted by applicable law, subject to Section 4(d) and subject to Customer’s compliance with this Agreement, Nerve assigns to Firm its right, title and interest in and to the AI-generated responses to Customer Materials that are generated by the Services (“Output”). Customer may not: (i) use Output to develop AI or machine learning models that compete with Nerve; (ii) sell Output to any third parties; (iii) share Output with any third parties other than Customer’s end users; nor (iv) represent that Output from the Services was human-generated. Nerve may use the Output to provide, maintain and assess the performance of the Services and Nerve’s other related products, services and technologies during the Term and to comply with applicable law. 

   6. Feedback. From time to time Customer or its employees, contractors, representatives may provide Nerve with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Customer hereby grants Nerve a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Nerve’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services. For clarity, Feedback is not considered Confidential Information (as defined below). 

   7. Third-Party Services. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”). Nerve does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Services.

   
   

5. FEES.

   In payment for Customer’s access to the Services during the Term, Customer shall pay Nerve the non-refundable fees set forth on the applicable Order Form (the “Fees”). If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Nerve may suspend Services until all payments are made in full. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Nerve hereunder, other than any taxes imposed on Nerve’s income.

   
   

6. CUSTOMER MATERIALS.

   Customer hereby grants Nerve and its licensors a non-exclusive, worldwide, royalty-free right and license to use, reproduce, display, perform and modify the Customer Materials solely for the purpose of hosting, operating, improving and providing the Services and for the purpose of creating or developing Aggregate Data. As between Customer and Nerve, Customer owns and retains all right, title and interest in and to all Customer Materials. “Customer Materials” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Services or to Nerve in connection with Customer’s use of the Services, but excluding, for clarity, Aggregate Data and any other information, data, data models, content or materials owned or controlled by Nerve and made available through or in connection with the Services. “Aggregate Data” means any data that is derived or aggregated in deidentified form from (i) any Customer Materials; or (ii) Customer’s and/or its Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services. Customer represents and warrants that it and any third party acting on the Customer’s behalf have the right to provide any and all Customer Materials, including any personal information, as applicable, to Nerve to: (a) receive, collect and use Customer Materials in accordance with this Agreement.

   
   

7. CONFIDENTIAL INFORMATION. 

   1. Confidentiality. “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services and the Documentation will be deemed Confidential Information of Nerve. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Nerve may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. 

   2. Exclusions. Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party that can be evidenced in writing; or (iv) is rightfully obtained by the Receiving Party from a third-party without restriction on use or disclosure. 

      
      

8. PUBLICITY.

   Either Party may, with the other Party’s prior written consent (which will not be unreasonably withheld), use or refer to the other Party’s name, trademarks, service marks, or logos in any marketing materials, business development activities, press releases or other publicity-related matter for the purpose of marketing, publicizing or promoting a Party’s business. 

   
   

9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

   1. Mutual Representations. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and do not violate its organizational documents. 

   2. Customer Additional Representations. Customer represents and warrants that Nerve’s use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between Customer and any third-party.

   3. Disclaimer. THE SERVICES AND OTHER NERVE IP ARE PROVIDED ON AN “AS IS” BASIS, AND NERVE MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER OR TO ANY OTHER PARTY REGARDING THE NERVE IP, THE SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER.

   4. Similarity, Accuracy and Appropriateness of Output. Due to the nature of machine learning, Output may not be unique and the Services may generate the same or similar output for Nerve or a third party. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE CUSTOMER MATERIALS PROVIDED AND CUSTOMER’S COMPLIANCE WITH THIS AGREEMENT, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, NERVE WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM THE OUTPUT, CUSTOMER MATERIALS OR THEIR USE. Customer shall evaluate the content, nature, tone and accuracy of any Output as appropriate for the applicable use case, including by using human review of the Output.

   
   

10. TERM AND TERMINATION.

    1. Term.  This Agreement shall commence on the Effective Date and will remain in effect as specified on the applicable Order Form (the “Term”). 

    2. Termination.  Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach. Further, either Party may terminate this Agreement and any Order Form(s) for its convenience at any time, by a Party giving the other Party 30 days’ notice.

    3. Survival.  This Section 10(c) and Sections 1, 2, 4(b), 4(c), 4(e), 5, 6, 7, 9, 10(d), 11, 12 and 13 survive any termination or expiration of this Agreement. 

    4. Effect of Termination.  Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 4(a) and Section 8 will terminate; and (ii) Customer will return or destroy, at Nerve’s sole option, all Nerve Confidential Information in its possession or control, including permanent removal of such Nerve Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Nerve’s request, certify in writing to Nerve that the Nerve Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted.  No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.

       
       

11. LIMITATION OF LIABILITY.

    1. Limitation of Liability. EXCEPT FOR (I) ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 

    2. Total Liability. IN NO EVENT WILL NERVE’S TOTAL LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO NERVE IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

       
       

12. INDEMNIFICATION.

    1. Indemnification by Nerve. Subject to Section 12(b), Nerve will defend Customer against any claim, suit or proceeding brought by a third-party (“Claims”) alleging that Customer’s use of the Services infringes or misappropriates such third party’s Intellectual Property Rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Nerve (including reasonable attorneys’ fees) resulting from such Claim.

    2. Exclusions. Nerve’s obligations under Section 12(a) will not apply if the underlying Claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials or Output; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Services that have been provided by Nerve; (iv) modifications to the Services by anyone other than Nerve;  (v) combinations of the Services with software, data or materials not provided by Nerve; or (vi) Customer’s continued use of a prior version of the Services that has been superseded by a non-infringing version subsequently released.

    3. Indemnification by Customer. Customer will defend, indemnify and hold harmless Nerve from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded in a final judgment against Nerve, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from a Claim against Nerve that: (i) the Customer Materials or its use by Nerve in accordance with this Agreement infringes, misappropriates or violates a third-party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (ii) is based on Customer’s or an Authorized User’s use of the Services or Documentation to the extent such use was not in accordance with this Agreement; (iii) is based on the manufacture, sale, distribution or marketing of any Customer’s products or services; or (iv) is based on a breach of Section 4(b) by Customer. 

       
       

13. GENERAL.

    1. Entire Agreement. This Agreement, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the parties.

    2. Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party’s prior written consent.  Any attempt to assign or transfer this Agreement without such consent will be void.  Notwithstanding the foregoing, Nerve may assign or transfer this Agreement to a third party that succeeds to all or substantially all of Nerve’s business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise.  Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

    3. Notices. All notices required to be sent hereunder will be in writing (email being sufficient) and will be deemed to have been given when mailed by United States Postal Service Priority Express Mail, with delivery confirmation, postage prepaid, or sent by email, and if sent by email, on the date the email was sent without a bounce back message if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party.

       1. If to Nerve: Nerve, Inc.169 Madison Ave STE 2731New York, NY 10016hello@usenerve.com

       2. If to Customer: The address set forth in the applicable Order Form. 

    4. Relationship of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent.

    5. Waiver. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

    6. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.

    7. Export Regulation. Customer will comply with all applicable export, sanctions and foreign corruption laws and regulations of the United States (“Trade Laws”) to ensure that the Services are not: (i) exported or re-exported directly or indirectly in violation of Trade Laws; or (ii) used for any purposes prohibited by the Trade Laws. 

    8. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction.  The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.  Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Southern District of New York and the Parties irrevocably consent to the personal jurisdiction and venue therein.