1. Acceptance of Terms
These Terms of Service constitute a legally binding agreement between you and Absorb Software North America, LLC, a company located at 19046 Bruce B Downs Blvd Ste B6 Pmb 720, Tampa, Florida, United States (US), postal code 33647-2434. By accessing this website, requesting information, or engaging our learning technology services, you agree to be bound by these terms and all terms and conditions incorporated by reference.
Please read these terms carefully before using our website or services. If you do not agree with any part of these terms, you must not access the website or use the services. We may modify these terms from time to time, and your continued use of the services after changes take effect constitutes acceptance of the revised terms, to the extent permitted by law.
2. About the Provider
The learning technology services described on this website are developed and operated by the developer Absorbsofty and are provided through Absorb Software North America, LLC. Absorb Software North America, LLC is an organization engaged in computer integrated systems design and related professional, scientific and technical services.
Our team designs, configures and operates learning management platforms, converts course content, automates compliance training, delivers learner analytics, builds integrations and provides managed support and upgrades. References to us, our, we and the company in these terms refer to Absorb Software North America, LLC.
Our business address is 19046 Bruce B Downs Blvd Ste B6 Pmb 720, Tampa, 33647-2434, United States (US). We can be reached by email at message@nexusaisolut.buzz and by telephone at +15054657300.
3. Description of Services
We provide learning technology and related services to business clients. The specific services offered include learning management platform setup, course content conversion, compliance training automation, learner analytics and reporting, integrations and API services, and managed support and upgrades.
The precise scope, deliverables, timelines and fees for any particular engagement will be set out in a separate written agreement or statement of work between you and us. In the event of any conflict between these terms and a signed agreement, the signed agreement will govern with respect to that engagement.
We may update, modify or discontinue features of our services from time to time. We will use reasonable efforts to notify you of material changes that affect an active engagement.s to give advance notice of changes that remove capability you rely on, and a published change log records each release. Where a customer has a written support agreement, the notice periods in that agreement take priority over this summary, and critical fixes follow the severity ladder defined there rather than a general schedule.
4. Eligibility and Use
Our website and services are intended for use by organizations and by adult individuals acting within their professional capacity. By using our services, you represent that you have the legal authority to enter into this agreement and to bind the organization on whose behalf you act.
You agree to use our website and services only for lawful purposes and in a manner consistent with these terms. You may not use the services to infringe the rights of third parties, to disseminate unlawful content, or in any way that could damage, disable or impair our systems.. You will not probe, scan, or test the security of the platform without written authorization, and you will not upload content that infringes the rights of others or that contains malicious code. Accounts found to be laundering activity through tenant spaces may be suspended while we investigate, and we will work with the account owner to restore service where the concern is resolved.
You are responsible for ensuring that the information you provide to us is accurate and current. You are also responsible for any activity that occurs through your accounts and for maintaining the confidentiality of access credentials you control.
5. Accounts and Access
Some of our services may require you to create an account or to provision user accounts within a learning platform. Where you request such access, we will provide the relevant credentials or configuration needed to access the applicable systems.
You are responsible for safeguarding your passwords and other access credentials and for the activity conducted through them. We will not be liable for any loss or damage arising from your failure to maintain the security of your credentials.
You agree to notify us promptly if you suspect that an account has been compromised or if you become aware of any unauthorized use of the services associated with your account.
6. Client Content
When you engage our services, you may provide us with course materials, documents, media, source files and other content that is needed to complete the work. You retain all rights to your content, and this agreement grants you no ownership interest in it.
You represent and warrant that you own or have the necessary rights to the content you provide to us, and that your content does not infringe the intellectual property or other rights of any third party. You grant us a limited, non-exclusive license to use your content solely for the purpose of delivering the services you have engaged.
We will not use your content for any purpose other than performing the services without your prior consent, except where required by law or as reasonably necessary to protect our rights.
7. Intellectual Property
All intellectual property rights in our website, our branding, our proprietary tools, configuration methodologies and the materials we create in the course of delivering services, unless otherwise agreed, are and will remain our property. Where a report is exported on a schedule, the schedule pauses automatically if the underlying source stops responding, and you receive a notice rather than an empty file.
Subject to your payment of applicable fees, we grant you a non-transferable, non-exclusive license to use the deliverables we create for you, solely for your internal business purposes in connection with the services.
Nothing in these terms transfers to you any ownership right in our intellectual property, and you may not reverse engineer, copy or redistribute our proprietary materials except as expressly permitted in writing.
8. Fees and Payment
Fees for our services will be described in the applicable agreement or statement of work. Unless otherwise stated, fees are payable in advance or according to the invoicing schedule set out in the agreement.
You agree to pay all fees and applicable taxes within the timeframes specified on the invoice. Late payments may be subject to interest at the rate permitted by applicable law or may result in suspension of the services until payment is received.
We may adjust fees for renewals of managed services with reasonable prior notice. Unless otherwise agreed, you are responsible for any banking, transfer or processing fees associated with your payment.
9. Confidentiality
During the course of our engagement, each party may disclose confidential information to the other. Confidential information includes information that is clearly marked as confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure.
Each party agrees to use the other confidential information only for the purpose of performing the services and to protect it using reasonable measures no less than the measures used to protect its own confidential information of a similar nature. Renewal reminders are sent sixty and thirty days ahead of the renewal date, and a cancellation confirmed before renewal takes effect at the end of the current term rather than mid-cycle.
These obligations do not apply to information that is publicly available through no fault of the receiving party, that was known to the receiving party prior to disclosure, or that is required to be disclosed by law.
10. Privacy and Data
Our handling of personal information is described in our Privacy Policy, which is incorporated into these terms by reference. You can review the Privacy Policy at any time on this website.
Where we process personal information in connection with a learning platform on your behalf, we act as a processor and you are responsible for ensuring that you have a lawful basis to provide that information to us. We will process that information in accordance with your instructions and applicable law.
You agree that you have provided, or will provide, any required notices and obtained any required consents from individuals whose information you share with us.
11. Disclaimer of Warranties
To the fullest extent permitted by law, our website and services are provided on an as is and as available basis without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose and non-infringement.
We do not warrant that the website or services will be uninterrupted, secure or free of errors, or that all defects will be corrected. Any advice or information obtained through the services is provided for informational purposes and should not be relied upon without independent professional judgment.
Your organization assumes all responsibility for decisions made based on the results, analytics and reports that we deliver as part of the services.
12. Limitation of Liability
To the fullest extent permitted by law, Absorb Software North America, LLC will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or in connection with these terms or the use of our services.
Our total aggregate liability arising out of or relating to these terms or the services, whether in contract, tort or otherwise, will not exceed the total fees you have paid to us during the six month period preceding the event giving rise to the claim.
Nothing in these terms limits or excludes liability that cannot be limited or excluded under applicable law.
13. Indemnification
You agree to indemnify, defend and hold harmless Absorb Software North America, LLC and its officers, directors, employees and agents from and against any claims, damages, losses and expenses, including reasonable legal fees, arising out of or in connection with your use of the services, your content, or your violation of these terms.
We will provide you with reasonable notice of any claim for which you are obligated to indemnify us, and we will cooperate with you, at your expense, in defending such a claim.
14. Termination
Either party may terminate a specific engagement in accordance with the termination provisions set out in the applicable agreement or statement of work.
We may suspend or terminate your access to the services if you breach these terms and fail to cure the breach within a reasonable period after notice, or if termination is required by law.
Upon termination, you will pay for all services rendered up to the effective date of termination in accordance with the applicable agreement. The provisions of these terms that by their nature are intended to survive termination, including those relating to confidentiality, intellectual property, disclaimers, limitation of liability and indemnification, will continue to be in effect.
15. Third-Party Services
Our services may include integrations with, or references to, third-party platforms and tools. We do not control and are not responsible for the policies, functionality or security of third-party services.
If you choose to use a third-party service in connection with the services we provide, the terms and privacy practices of that third party will apply to your use of it. We encourage you to review the terms and policies of any third-party service before using it.
We are not liable for any loss or damage arising from your use of, or reliance on, a third-party service that we do not operate or control.
16. Changes to These Terms
We may revise these Terms of Service from time to time. We will notify you of material changes by updating the effective date shown at the top of these terms and, where appropriate, by providing notice on our website.
Your continued access to or use of the website or services after the revised terms take effect constitutes acceptance of the changes, to the extent permitted by law. Where changes require your consent under applicable law, we will obtain that consent as required.
We encourage you to review these terms periodically to stay informed of any changes that may affect you.
17. Governing Law
These terms and any disputes arising out of or in connection with them will be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to conflict of law principles.
Any legal suit, action or proceeding arising out of or relating to these terms or the services will be instituted exclusively in the courts located in the State of Florida, and each party irrevocably submits to the jurisdiction of such courts.
Notwithstanding the foregoing, you may also pursue any rights you have under applicable mandatory consumer protection law within your country of residence.
18. Severability
If any provision of these terms is held to be invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will continue in full force and effect.
The invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision. The parties intend that the nullified provision be replaced with a provision that most closely matches its economic and legal intent.
19. Entire Agreement
These Terms of Service, together with any applicable agreement or statement of work, and any policies incorporated by reference, constitute the entire agreement between you and Absorb Software North America, LLC with respect to the services and supersede all prior and contemporaneous agreements and understandings.
The failure of either party to exercise or enforce any right or provision of these terms will not constitute a waiver of such right or provision. No waiver of any provision of these terms will be effective unless it is in writing and signed by the party against whom the waiver is to be enforced.