nBOS Terms & Conditions

Effective Date: August 22, 2026

Version: 08.22.2026

These Terms of Service ("Terms") govern access to and use of the Nurse Business Operating System™ ("nBOS™"), provided by Teresa Sanderson Company, LLC, a Kansas limited liability company doing business through CE Sites Made Easy® ("Company," "we," "us," or "our").

By creating an account, purchasing a subscription, clicking to accept these Terms, or accessing or using nBOS™, you ("Client," "you," or "your") agree to be legally bound by these Terms.

If you are accepting these Terms on behalf of a business or other legal entity, you represent that you have authority to bind that entity. In that case, "Client," "you," and "your" refer to that entity.

If you do not agree to these Terms, do not purchase, access, or use nBOS™.

1. nBOS™ PLATFORM

1.1 Description of nBOS™

nBOS™ is Company's proprietary business operating platform designed to help businesses centralize and manage business functions that may include:

websites and webpages;

customer relationship management;

lead capture;

email and SMS communications;

appointment scheduling;

sales funnels;

learning management;

courses and educational delivery;

forms and intake processes;

business automation;

customer communications;

integrations;

artificial intelligence tools;

analytics; and

related business operations.

Available features may change over time as the Platform develops.

1.2 Self-Setup Platform

nBOS™ is provided as a self-setup SaaS subscription.

Unless Company separately agrees in writing to provide professional services, Client is responsible for configuring, customizing, populating, testing, and operating Client's own nBOS™ account.

The standard nBOS™ subscription does not include done-for-you implementation, website customization, account customization, custom integrations, migration, or other professional services.

1.3 Services Not Included

Unless separately purchased and expressly agreed to in writing, nBOS™ does not include Company performing any of the following on Client's behalf:

website design, development, setup, redesign, migration, or customization;

CRM configuration or customization;

funnel creation or customization;

automation creation or customization;

email campaign setup;

SMS campaign setup;

domain registration, configuration, or transfer;

payment processor configuration;

calendar or scheduling configuration;

Learning Management System or course setup;

forms or intake-process customization;

third-party account setup;

custom APIs or integrations;

data migration;

creation or editing of Client Content;

marketing, advertising, or SEO services;

business consulting or coaching;

legal, accounting, tax, financial, regulatory, licensing, healthcare compliance, or other professional advice; or

any other professional implementation or customization service.

The availability of a Platform feature does not mean Company is responsible for configuring that feature for Client.

1.4 Optional Professional Services

Company may separately offer implementation, customization, migration, training, consulting, troubleshooting, development, or other professional services.

Any such services may require a separate written agreement, Statement of Work, proposal, Change Order, or other written authorization.

Professional services are not included in the standard nBOS™ subscription unless expressly stated in writing.

2. ACCOUNTS AND ELIGIBILITY

2.1 Account Creation

Client may be required to create an account to access nBOS™.

Client agrees to provide accurate, current, and complete information and to keep account information reasonably current.

2.2 Authority

If you create or use an account on behalf of a company, organization, employer, or other entity, you represent and warrant that you have authority to bind that entity to these Terms.

2.3 Account Responsibility

Client is responsible for:

maintaining the confidentiality of account credentials;

maintaining reasonable security over passwords and authentication methods;

restricting unauthorized access;

activity occurring through Client's authorized account; and

promptly notifying Company of suspected unauthorized use.

2.4 Authorized Users

Client may permit employees, contractors, or other authorized representatives to use nBOS™ on Client's behalf to the extent permitted by the applicable subscription.

Client is responsible for ensuring that all authorized users comply with these Terms.

3. SUBSCRIPTIONS

3.1 Subscription Required

Access to nBOS™ requires an active paid subscription unless Company expressly offers a trial or other limited-access arrangement.

3.2 Subscription Selection

Before purchasing a subscription, Client will be provided information identifying the applicable subscription price, billing interval, and material features then included with nBOS™.

Client is responsible for reviewing the subscription information before completing the purchase.

3.3 Formation of Subscription Agreement

By submitting a subscription order and accepting these Terms, Client makes an offer to purchase access to nBOS™.

A binding subscription relationship is formed when Company accepts the subscription, processes payment, grants Platform access, or sends a subscription confirmation, whichever occurs first.

3.4 Subscription Confirmation

Company may provide Client a confirmation identifying information such as:

Client's subscription;

applicable price;

billing frequency;

subscription start date;

renewal date;

payment method;

applicable taxes; and

other material subscription details.

3.5 Recurring Subscription

Unless otherwise stated in writing, nBOS™ subscriptions automatically renew for successive billing periods until properly canceled.

Client authorizes Company to charge the payment method provided for recurring subscription fees and other charges properly authorized under these Terms.

4. FEES, BILLING, AND PAYMENT

4.1 Subscription Fees

Client agrees to pay the subscription fees displayed or otherwise communicated at the time of enrollment.

Unless otherwise stated, subscription fees are billed in advance.

4.2 Automatic Billing Authorization

Client authorizes Company and its payment processor to charge Client's designated payment method for:

recurring subscription fees;

applicable taxes; and

separately authorized purchases or services.

Client is responsible for maintaining accurate and current payment information.

4.3 Failed Payments

If payment is declined, reversed, disputed, or otherwise unpaid, Company may notify Client and suspend Platform access until the account is brought current.

Client's payment obligations are not eliminated by failure to maintain a valid payment method.

4.4 Late Amounts

To the extent permitted by applicable law, overdue amounts may accrue interest at the lesser of:

one and one-half percent (1.5%) per month; or

the maximum lawful rate.

Client may also be responsible for reasonable collection costs permitted by law.

4.5 Taxes

Client is responsible for applicable sales, use, excise, value-added, or similar taxes arising from the subscription, excluding taxes based on Company's net income.

4.6 Third-Party Fees

Unless expressly included in Client's subscription, Client is responsible for fees charged by Third-Party Services, including fees relating to:

domain registration;

payment processing;

email delivery;

SMS or telephone services;

premium integrations;

artificial intelligence usage;

plugins;

applications;

licensing; and

other third-party products or services.

5. PRICE AND PLATFORM CHANGES

5.1 Price Changes

Company may change subscription pricing upon at least thirty (30) calendar days' notice before the changed price applies to a future billing period or renewal.

Price changes will not retroactively affect fees already paid.

If Client does not agree to a future price change, Client may cancel the subscription before the changed price takes effect.

5.2 Platform Development

Company may improve, modify, reorganize, replace, add, or remove Platform functionality as technology, law, Third-Party Services, and business needs evolve.

Company will use reasonable efforts not to materially eliminate the core functionality of the subscribed service without reasonable notice or an appropriate alternative.

5.3 Maintenance

Company and its Third-Party Service providers may perform routine maintenance, software updates, security patches, upgrades, and emergency maintenance.

Maintenance may temporarily affect availability and does not constitute a breach of these Terms.

6. CANCELLATION AND REFUNDS

6.1 Client Cancellation

Unless otherwise stated at enrollment, Client may cancel an nBOS™ subscription upon thirty (30) calendar days' notice using the cancellation method designated by Company.

Cancellation becomes effective at the end of the applicable billing period in which the notice period expires unless Company provides otherwise in writing.

6.2 Effect of Cancellation

Cancellation prevents future subscription charges after the effective cancellation date.

Client remains responsible for charges properly incurred before cancellation becomes effective.

6.3 Non-Use

Client's failure to access nBOS™, complete setup, use available functionality, or operate Client's account does not automatically cancel the subscription.

6.4 Refund Policy

Except where required by applicable law or expressly stated otherwise:

subscription fees are non-refundable after the applicable billing period begins;

unused Platform access does not create a right to a refund or credit; and

failure to complete self-setup does not create a right to a refund.

6.5 Company Cancellation

Company may discontinue or cancel a subscription at the end of a billing term upon reasonable notice.

If Company terminates a prepaid subscription for convenience before the end of the applicable prepaid period, and the termination is not based on Client's breach, Company may provide a prorated refund for the unused portion.

7. SELF-SETUP RESPONSIBILITIES

7.1 Client Setup

Client is responsible for setting up and configuring Client's own Platform account.

This may include:

entering Client Content;

configuring websites and pages;

establishing forms and workflows;

configuring CRM features;

creating automations;

connecting email or SMS services;

configuring calendars;

connecting payment processors;

establishing course or LMS content;

connecting domains;

configuring integrations;

establishing third-party accounts; and

making other Client-specific selections.

7.2 Testing

Client is responsible for testing Client's configuration before relying upon it in business operations.

Client should test, as applicable:

links;

pages;

forms;

payment flows;

email and SMS communications;

automations;

workflows;

calendars;

integrations;

course access;

customer-facing functions; and

other relevant settings.

7.3 Client Decisions

Client remains responsible for all business decisions relating to Client's configuration and use of nBOS™.

7.4 No Review Obligation

Company is not responsible for independently reviewing or approving Client's configuration for:

accuracy;

legal compliance;

privacy compliance;

accessibility;

advertising compliance;

professional licensing;

healthcare regulation;

tax compliance;

accreditation; or

suitability for Client's specific business.

8. CLIENT CONTENT

8.1 Client Ownership

Client retains ownership of Client Content and Client Data uploaded to or processed through nBOS™.

Company does not acquire ownership merely because content or data is stored or processed through the Platform.

8.2 License to Company

Client grants Company a limited, non-exclusive, worldwide, royalty-free license to access, host, reproduce, process, transmit, display, modify, and store Client Content and Client Data solely as reasonably necessary to:

provide nBOS™;

operate and maintain the Platform;

provide technical support;

troubleshoot problems;

secure the Platform;

improve Platform performance;

comply with legal obligations; and

enforce these Terms.

8.3 Client Responsibility for Content

Client is solely responsible for Client Content.

Client represents and warrants that:

Client owns or has all necessary rights to use Client Content;

Client has authority to provide Client Content to Company;

Client Content does not knowingly infringe third-party intellectual property, privacy, publicity, contractual, or other rights; and

Client's use of Client Content through the Platform complies with applicable law.

8.4 Removal of Client Content

Client may remove Client Content through available Platform functionality where technically available.

Company may remove or restrict access to Client Content that reasonably appears to violate these Terms, applicable law, third-party rights, or Platform security requirements.

9. COMPANY INTELLECTUAL PROPERTY

9.1 Company Ownership

Company owns or licenses all rights in and to nBOS™ and related Company intellectual property, including:

software;

Platform architecture;

templates;

workflows;

automation logic;

CRM structures;

funnel frameworks;

documentation;

educational materials;

forms;

methodologies;

configurations;

reusable systems;

prompt libraries;

proprietary processes;

user interfaces;

designs;

code;

databases; and

other proprietary materials.

Nothing in these Terms transfers ownership of Company's intellectual property to Client.

9.2 Subscription License

During an active subscription in good standing, Company grants Client a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use nBOS™ for Client's internal business operations.

The license automatically terminates when Client's subscription ends.

9.3 Restrictions

Except as expressly permitted by Company, Client may not:

copy or reproduce nBOS™;

sell, resell, rent, lease, sublicense, or distribute the Platform;

permit unauthorized third parties to access nBOS™;

reverse engineer, disassemble, decompile, or attempt to discover source code;

create derivative works from Company's proprietary systems;

reproduce Company templates or proprietary materials for commercial resale;

remove copyright, trademark, or proprietary notices;

circumvent access limitations or security controls;

interfere with Platform operation;

use Company's proprietary materials to create a substantially competing copy of the Platform; or

assist another person in doing any of the foregoing.

9.4 Feedback

If Client voluntarily provides ideas, suggestions, comments, or recommendations regarding nBOS™, Company may use non-confidential feedback to improve its products and services without compensation or restriction.

10. ACCEPTABLE USE

10.1 Lawful Use

Client may use nBOS™ only for lawful purposes and in accordance with these Terms.

10.2 Prohibited Conduct

Client may not use nBOS™ to:

engage in unlawful, fraudulent, deceptive, or abusive conduct;

send unauthorized spam or unlawful mass communications;

upload or distribute malware, viruses, ransomware, or malicious code;

gain unauthorized access to systems, accounts, networks, or data;

probe, scan, or test Platform vulnerabilities without authorization;

interfere with or disrupt Platform operation;

circumvent security measures or access controls;

scrape, crawl, harvest, or extract Platform data using unauthorized automated tools;

impersonate another person or misrepresent affiliation;

infringe intellectual property rights;

violate privacy, publicity, confidentiality, or contractual rights;

harass, threaten, abuse, or unlawfully discriminate against others;

publish or distribute unlawful content; or

use the Platform in a manner that exposes Company, other users, or Third-Party Services to unreasonable security, legal, or operational risk.

10.3 Enforcement

Company may investigate suspected violations and may take reasonable action including:

issuing warnings;

removing or restricting content;

limiting functionality;

temporarily suspending access;

terminating access;

preserving relevant records;

cooperating with lawful governmental requests; or

taking other lawful protective action.

11. THIRD-PARTY SERVICES

11.1 Third-Party Technology

nBOS™ may integrate with or depend upon Third-Party Services.

Third-Party Services may include:

website hosting;

CRM platforms;

domain registrars;

payment processors;

email providers;

SMS providers;

artificial intelligence providers;

calendar services;

learning-management systems;

video conferencing;

cloud storage;

social media platforms;

analytics;

APIs;

automation tools; and

other technology providers.

11.2 Independent Providers

Third-Party Services are owned and controlled by independent providers.

Company does not control and does not guarantee their:

availability;

functionality;

pricing;

security;

policies;

compatibility;

performance; or

continued operation.

11.3 Third-Party Terms

Client's use of Third-Party Services may be subject to separate terms of service, privacy policies, payment obligations, acceptable-use policies, and other requirements imposed by the applicable provider.

Client is responsible for reviewing and complying with those terms.

11.4 Third-Party Changes

If a Third-Party Service changes, restricts, suspends, removes, or modifies functionality, Company may modify nBOS™ or recommend an alternative.

Company is not responsible for delays, interruptions, incompatibility, price changes, or loss of functionality caused by Third-Party Services.

11.5 Integrations

Company does not guarantee that any integration will remain continuously available.

Restoring functionality following changes made by a Third-Party Service may require changes to the Platform or separately purchased professional services.

12. ARTIFICIAL INTELLIGENCE

12.1 AI Functionality

nBOS™ may include or integrate artificial intelligence functionality.

12.2 AI Limitations

Artificial intelligence output may:

be inaccurate;

be incomplete;

be outdated;

contain errors;

be inappropriate for a particular use;

reproduce or resemble third-party material; or

produce unexpected results.

12.3 Client Review

Client is responsible for reviewing, verifying, editing, and approving AI-generated output before relying upon, publishing, or distributing it.

12.4 Sensitive Information

Client should not submit confidential, regulated, proprietary, health, financial, or other sensitive information into third-party AI systems unless Client has independently determined that doing so is appropriate and permitted.

12.5 No Professional Advice

AI-generated output is not legal, medical, healthcare, accounting, tax, financial, regulatory, or other licensed professional advice.

13. CLIENT DATA, PRIVACY, AND SECURITY

13.1 Client Data

As between Company and Client, Client owns Client Data supplied by or on behalf of Client.

13.2 Client Authority

Client is responsible for obtaining all notices, permissions, consents, authorizations, and legal rights necessary for Client Data to be collected, transmitted, stored, processed, or otherwise used through nBOS™.

13.3 Company's Processing

Company may process Client Data as reasonably necessary to:

provide and administer nBOS™;

host and maintain the Platform;

provide support;

troubleshoot problems;

maintain security;

prevent abuse or fraud;

improve technical performance;

comply with legal obligations; and

enforce these Terms.

13.4 Privacy Policy

Company's Privacy Policy describes Company's privacy practices and is incorporated by reference where applicable.

The Privacy Policy does not alter Client's ownership of Client Content or Client Data or override negotiated contractual provisions unless expressly stated or required by law.

13.5 Data Processing Addendum

Where applicable law or Client's use of nBOS™ requires additional processor terms, Company and Client may enter into an applicable Data Processing Addendum.

13.6 Security

Company will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of Client Data under Company's control.

No cloud-based service can guarantee absolute security.

13.7 Security Incidents

If Company becomes aware of a material security incident involving Client Data under Company's control, Company will use commercially reasonable efforts to investigate, contain, mitigate, and respond to the incident and will provide notice when required or appropriate under applicable law.

14. DATA EXPORT AND RETENTION

14.1 Client Export Responsibility

Client is responsible for obtaining desired copies or exports of Client Data before termination.

14.2 Post-Termination Export

Following termination or expiration, Client may request an available standard export of Client Data during the applicable retention period.

14.3 Retention Period

Unless a longer period is required by law, reasonably necessary for legitimate business records, contained in routine backups, or required for dispute resolution, Company may retain Client Data for up to thirty (30) calendar days after termination.

14.4 Deletion

After the applicable retention period, Company may permanently delete Client Data without further notice.

Company is not required to indefinitely retain Client Data after termination.

14.5 Migration Assistance

Company is not obligated to migrate Client Data or rebuild Client's configuration on another platform.

Migration, conversion, custom exports, rebuilding, or transition services may be offered separately for additional fees.

15. CONFIDENTIALITY

15.1 Confidential Information

"Confidential Information" means non-public information disclosed by either party that a reasonable person would understand to be confidential based on its nature and circumstances of disclosure.

Confidential Information may include:

business plans;

pricing;

financial information;

customer information;

Client Data;

technical information;

Platform configurations;

automation workflows;

trade secrets;

prompt libraries;

proprietary processes;

credentials; and

security information.

15.2 Confidentiality Obligations

Each party will:

use reasonable care to protect the other party's Confidential Information;

use it only for purposes reasonably related to the subscription;

limit access to persons with a legitimate need to know; and

require appropriate confidentiality obligations from persons receiving access.

15.3 Exclusions

Confidential Information does not include information that:

becomes public through no wrongful act;

was lawfully known before disclosure;

is independently developed without use of the confidential information;

is lawfully obtained from a third party without confidentiality restrictions; or

must be disclosed by law.

15.4 Required Disclosure

A party may disclose Confidential Information when legally required.

When legally permitted, the receiving party will provide reasonable notice before disclosure.

15.5 Survival

Confidentiality obligations survive termination for five (5) years.

Trade secret obligations continue for so long as the information remains legally protectable as a trade secret.

16. SUPPORT AND SELF-SERVICE RESOURCES

16.1 Self-Service Materials

Company may make available:

tutorials;

documentation;

videos;

knowledge-base articles;

onboarding resources;

automated assistance;

educational materials; and

other self-service resources.

16.2 No Custom Support Obligation

Unless separately included in writing, the nBOS™ subscription does not include individualized website setup, account customization, implementation, custom troubleshooting, consulting, or done-for-you technical work.

16.3 Support Channels

Company may make general technical support channels available from time to time.

Company may change support methods, communication channels, ticketing systems, or documentation as business needs evolve.

16.4 No Guaranteed Response Time

Unless Company enters into a separate written service-level agreement, Company does not guarantee:

response times;

resolution times;

immediate availability;

same-day service; or

uninterrupted support.

17. WARRANTIES AND DISCLAIMERS

17.1 No Guarantee of Business Results

Company does not guarantee:

revenue;

profitability;

customer acquisition;

enrollment;

marketing performance;

website traffic;

search engine rankings;

business growth;

operational efficiency;

licensing;

accreditation;

return on investment; or

any other specific business outcome.

17.2 No Professional Advice

Company is a technology provider.

Unless separately agreed in writing, Company does not provide legal, tax, accounting, financial, regulatory, licensing, healthcare compliance, or other licensed professional advice.

17.3 Technology Limitations

Client acknowledges that cloud-based technology may experience:

outages;

delays;

interruptions;

software defects;

compatibility problems;

cybersecurity incidents;

Third-Party Service failures; and

other technical limitations.

17.4 Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, nBOS™, THE PLATFORM, RELATED SERVICES, EDUCATIONAL MATERIALS, TEMPLATES, DOCUMENTATION, AND TECHNOLOGY ARE PROVIDED "AS IS" AND "AS AVAILABLE."

COMPANY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY PROVIDED IN THESE TERMS, INCLUDING IMPLIED WARRANTIES OF:

MERCHANTABILITY;

FITNESS FOR A PARTICULAR PURPOSE;

TITLE;

NON-INFRINGEMENT;

UNINTERRUPTED SERVICE;

SYSTEM AVAILABILITY;

DATA ACCURACY; AND

PERFORMANCE.

Nothing in these Terms excludes rights that applicable law does not permit the parties to exclude.

18. LIMITATION OF LIABILITY

18.1 Liability Cap

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO nBOS™, THE PLATFORM, THE SUBSCRIPTION, OR THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO COMPANY FOR nBOS™ DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

If the event occurs before twelve months of payments have been made, Company's total liability will not exceed the amount actually paid before the event.

18.2 Excluded Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE LIABLE FOR:

INDIRECT DAMAGES;

INCIDENTAL DAMAGES;

SPECIAL DAMAGES;

CONSEQUENTIAL DAMAGES;

EXEMPLARY DAMAGES;

PUNITIVE DAMAGES;

LOST PROFITS;

LOST REVENUE;

LOST BUSINESS OPPORTUNITIES;

LOST DATA;

BUSINESS INTERRUPTION;

REPUTATIONAL HARM; OR

COSTS OF SUBSTITUTE SERVICES.

18.3 Client-Controlled Matters

Company is not responsible for losses arising from:

Client Content;

Client's configuration;

Client's products or services;

Client's business decisions;

Client's legal or regulatory compliance;

Client's failure to test Client's setup;

Client's third-party accounts;

Client's misuse of nBOS™; or

unauthorized access resulting from Client's failure to maintain reasonable security.

18.4 Non-Excludable Liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

19. INDEMNIFICATION

19.1 Client Indemnification

Client will defend, indemnify, and hold harmless Company and its owners, officers, managers, employees, contractors, agents, affiliates, successors, and permitted assigns from third-party claims, damages, liabilities, judgments, settlements, fines, penalties, costs, and reasonable attorneys' fees arising from:

Client Content or Client Data;

Client's business operations;

Client's products or services;

Client's marketing or advertising;

Client's educational or professional activities;

Client's configuration or use of nBOS™;

Client's violation of applicable law;

Client's violation of third-party rights; or

Client's material breach of these Terms.

Client is not required to indemnify Company to the extent a claim results from Company's negligence, willful misconduct, or material breach of these Terms.

19.2 Indemnification Procedure

A party seeking indemnification will:

provide reasonably prompt notice;

provide reasonable cooperation; and

permit the indemnifying party to control the defense and settlement.

The indemnifying party may not settle a claim in a manner that imposes an admission, payment obligation, or continuing obligation on the indemnified party without prior written consent.

20. SUSPENSION AND TERMINATION

20.1 Suspension

Company may temporarily suspend Platform access when reasonably necessary because of:

overdue payment;

material violation of these Terms;

suspected fraud;

unlawful activity;

security threats;

misuse of the Platform;

abusive conduct;

risk to Company or other users; or

violation of third-party requirements affecting the Platform.

When commercially reasonable, Company will provide notice and an opportunity to cure before suspension.

20.2 Immediate Suspension

Company may suspend access immediately where reasonably necessary to address:

fraud;

unlawful conduct;

cybersecurity threats;

malicious activity;

unauthorized access;

intellectual property abuse; or

material risk to Company, the Platform, or other users.

20.3 Termination for Breach

Company may terminate Client's subscription if Client materially breaches these Terms and fails to cure the breach within fifteen (15) calendar days after notice, unless the breach is incapable of cure or immediate termination is reasonably necessary.

20.4 Effect of Termination

Upon termination:

Client's Platform license ends;

Client's access may cease;

accrued payment obligations remain due;

Client remains responsible for requesting available data exports within the retention period; and

provisions intended to survive remain effective.

21. COMMUNICATIONS

21.1 Business Communications

Client authorizes Company to communicate regarding the subscription through reasonable business communication methods, including:

email;

telephone;

SMS text messaging;

video conferencing;

account notifications;

Client portals; and

other designated communication channels.

21.2 Marketing Communications

Nothing in these Terms independently constitutes consent to receive promotional or marketing communications where separate consent is required by applicable law.

21.3 Contact Information

Client is responsible for maintaining current contact information.

22. ELECTRONIC ACCEPTANCE

22.1 Electronic Agreement

Client agrees that electronic acceptance of these Terms has the same legal effect as a handwritten signature to the fullest extent permitted by applicable law.

22.2 Records of Acceptance

Company may maintain records relating to Client's acceptance, including:

Client identity;

account information;

date and time of acceptance;

subscription selected;

subscription price;

billing interval;

version of these Terms accepted; and

other transaction records maintained in the ordinary course of business.

23. CHANGES TO THESE TERMS

23.1 Updates

Company may revise these Terms as reasonably necessary to reflect:

changes in law;

security requirements;

Platform functionality;

Third-Party Services;

business practices; or

operational requirements.

23.2 Material Changes

Company will use reasonable efforts to provide advance notice of material changes that materially affect Client's subscription rights or obligations.

23.3 Continued Use

Unless applicable law requires additional consent, continued use of nBOS™ after revised Terms become effective constitutes acceptance of the revised Terms.

23.4 Protected Commercial Terms

No unilateral revision will retroactively change Client's previously accrued payment obligations, ownership rights, governing law, venue, liability for an event that already occurred, or other material rights in a manner prohibited by applicable law.

24. GENERAL LEGAL TERMS

24.1 Independent Contractor

Company and Client are independent contractors.

Nothing in these Terms creates a partnership, joint venture, employment, franchise, fiduciary, or agency relationship.

24.2 Assignment

Client may not assign these Terms or Client's subscription without Company's prior written consent.

Company may assign these Terms in connection with:

a merger;

reorganization;

sale of substantially all assets;

sale or transfer of nBOS™;

sale of the relevant business line; or

assignment to an affiliate or successor.

24.3 Force Majeure

Neither party will be liable for delay or failure to perform, other than payment obligations already accrued, resulting from circumstances beyond that party's reasonable control, including:

natural disasters;

severe weather;

fire or flood;

pandemics;

war;

terrorism;

civil unrest;

governmental action;

labor disputes;

utility failures;

internet outages;

widespread software outages;

cybersecurity incidents;

cloud-provider failures;

artificial intelligence provider interruptions; or

other comparable events.

24.4 Waiver

Failure to enforce a provision does not waive that provision or any other right.

24.5 Severability

If any provision is held unenforceable, the remaining provisions remain in effect.

The affected provision will be modified only to the minimum extent necessary to make it enforceable where permitted by law.

24.6 No Third-Party Beneficiaries

Except for persons expressly entitled to indemnification, these Terms are solely for the benefit of Company and Client.

24.7 Entire Agreement

These Terms, together with Client's subscription confirmation, applicable enrollment information, Privacy Policy, applicable Data Processing Addendum, and any other document expressly incorporated by reference, constitute the complete agreement concerning Client's standard nBOS™ subscription.

If Client separately purchases professional services, those services may be governed by a separate agreement.

24.8 Order of Precedence

If a direct conflict exists, the following order applies:

a separately executed professional-services agreement or amendment, but only regarding the subject matter it expressly governs;

these Terms;

Client's subscription confirmation or enrollment information;

an applicable Data Processing Addendum with respect to data-processing obligations;

Company's Privacy Policy with respect to privacy disclosures; and

invoices or administrative records.

24.9 Survival

Provisions that by their nature should survive termination will survive, including provisions concerning:

payment obligations;

intellectual property;

confidentiality;

Client Data;

warranty disclaimers;

limitation of liability;

indemnification;

dispute resolution;

governing law and venue; and

accrued rights and obligations.

25. DISPUTE RESOLUTION

25.1 Informal Resolution

Before filing a lawsuit arising out of or relating to these Terms, the parties will make a good-faith effort to resolve the dispute informally.

The party raising the dispute should provide written notice describing the nature of the dispute and requested resolution.

The parties will attempt to resolve the matter through direct communication for at least thirty (30) calendar days after receipt of the notice.

25.2 Emergency Relief

Nothing in this Section prevents either party from seeking temporary, preliminary, or emergency equitable relief when reasonably necessary to protect:

intellectual property;

Confidential Information;

Client Data;

Platform security; or

other rights that may suffer immediate or irreparable harm.

25.3 Attorneys' Fees

In a legal action arising out of or relating to these Terms, the prevailing party may recover reasonable attorneys' fees, court costs, and reasonable litigation expenses to the extent permitted by applicable law.

25.4 Time Limitation for Claims

To the extent permitted by applicable law, any claim arising out of or relating to these Terms must be commenced within one (1) year after the claiming party knew or reasonably should have known of the facts giving rise to the claim.

This Section does not shorten a limitations period where applicable law prohibits modification.

26. GOVERNING LAW AND VENUE

26.1 Governing Law

These Terms are governed by the laws of the State of Kansas, without regard to conflict-of-law principles that would require application of another jurisdiction's law.

26.2 Venue

Any legal action arising out of or relating to these Terms will be brought in a state or federal court having jurisdiction in the State of Kansas.

Each party consents to the personal jurisdiction of those courts and waives objections based solely on improper venue or inconvenient forum to the extent permitted by applicable law.

27. CONTACT INFORMATION

Questions regarding these Terms, billing, cancellation, Platform access, or Client's subscription may be directed to:

Teresa Sanderson Company, LLC

CE Sites Made Easy® / nBOS™

Email: [email protected]

Mailing Address: 1834 Raccoon Road

City, State, ZIP: Robinson, Kansas 66532

Telephone: 816-207-5800

28. SUBSCRIPTION ACKNOWLEDGMENT

By purchasing, accessing, or using nBOS™, Client acknowledges that:

nBOS™ is a recurring SaaS subscription;

nBOS™ is a self-setup Platform;

the standard subscription does not include done-for-you website setup, account customization, implementation, migration, or other professional services unless separately purchased in writing;

Client is responsible for Client's own setup, configuration, testing, content, and business decisions;

subscription fees continue until properly canceled;

Client's failure to use or complete setup does not automatically cancel the subscription;

Client retains ownership of Client Content and Client Data;

Company retains ownership of nBOS™ and Company's proprietary intellectual property;

Platform functionality may depend upon Third-Party Services;

Company does not guarantee particular business results;

Client remains responsible for laws and professional requirements applicable to Client's business; and

Client has had an opportunity to review these Terms before purchasing or using nBOS™.

29. ACCEPTANCE

BY CLICKING A BUTTON OR CHECKBOX INDICATING ACCEPTANCE, PURCHASING AN nBOS™ SUBSCRIPTION, CREATING AN nBOS™ ACCOUNT, OR ACCESSING OR USING nBOS™, CLIENT ACKNOWLEDGES THAT CLIENT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS OF SERVICE.

If Client does not agree to these Terms, Client must not purchase, access, or use nBOS™.

END OF TERMS OF SERVICE