NectarCRM General Terms of Service

General Terms of Service

Our General Terms of Service is a contract that governs our customers’ use of the NectarCRM services, containing the core legal and commercial terms that apply to your use of our products and services.By accepting this agreement, either by clicking a box indicating your acceptance or by executing an ordem form that references this agreement, you agree to the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity you represent that you have the authority to bind such entity and its affiliates to these terms and conditions.If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may noy use the services.

1. Definitions

  • “Add-Ons” means additional product enhancements (including limit increases and other add-ons) that are made available for purchase and are listed in the ‘Add-Ons and Technical Limits’ section of our Products and Services Catalog.
  • “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
  • “Agreement” of “Terms” means these General Terms of Service and all materials referred or linked to in here, unless otherwise stated.
  • “Authorized Payment Method” means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.
  • “Billing Period” means the period for which you agree to prepay fees under an Order Form. This may be the same length as the Subscription Term specified in the Order Form, or it may be shorter. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
  • “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party’s customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
  • “Contact” means a single individual (other than a User) whose Contact Information is stored by you in the Subscription Service.
  • “Contact Information” means the name, email address, phone number, online user name(s), telephone number, and similar information submitted by visitors to your landing pages on the Service or uploaded by you to the Service.
  • “Project Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
  • “Customer Data” means all information that you submit or collect via the Service. Customer Data does not include NectarCRM Content.
  • “Customer Materials” means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.
  • “NectarCRM Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Project Services, including Enrichment Data.
  • “Order” or “Order Form” means the NectarCRM-approved form or online subscription process, or similar document referencing and mander under this General Terms by which you agree to subscribe to the Subscription Service and purchase Project Services.
  • “Personal Data” means information relating to a living individual who is, or can be, reasonably identified from information, either alone or in conjunction with other information, within Customer’s control and which is stored, collected or processed within one of Customer’s NectarCRM accounts.
  • “Product and Services Catalog” means NectarCRM’s Product and Services Catalog available at PLANOS E PREÇO, as updated by us from time-to-time.
  • “Product Specific Terms” means the additional product-related terms that apply to your use of NectarCRM products, our consulting services and Third-Party Products. These terms form part of the Agreement and can be found at TERMOS DE PRODUTO
  • “Subscription Fee” means the amount you pay for the Subscription Service.
  • “Subscription Service” means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via or another designated URL, and any ancillary products and services, including website hosting, that we provide to you.
  • “Subscription Term” means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any).
  • “Total Committed Subscription Value” means the aggregate amount of Subscription Fees paid or payable to us during your then-current Subscription Term(s) for your NectarCRM account, but this amount excludes fees for renewals, Consulting Services and applicable taxes.
  • “Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
  • “NectarCRM”, “Nectar”, “we”, “us” or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.
  • “You”, “your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase.

2. The Object and Services

2.1 During the Subscription Term, we will grant the use of NectarCRM Software, witch is the sole and exclusive property of NECTAR SOLUCOES TECNOLOGICAS EM VENDAS LTDA on a non-exclusive and non-transferable basis, via the web (internet), through a centralized computing system that provides services to a computer network (server)

  1. 2.1.1 This object also guarantees maintenance, updates, and preparation of any technical activities to enable the use of the NectarCRM Software, within the conditions of the plan obtained.
  2. 2.1.2 You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may provide access and use of the Subscription Service to your Affiliate’s Users or allow them to receive the Consulting Services purchased under this Order; provided that, all such access, use and receipt by your Users is subject to and in compliance with the Agreement and you will at all times remain liable for your User compliance with the Agreement.

2.2 Modifications. You acknowledge that Nectar may modify the features and functionality of the Services during the Subscription Term. Nectar shall provide You with thirty (30) days’ advance notice of any deprecation of any material feature or functionality. Nectar will not materially decrease the overall functionality of the Services purchased by You during the Subscription Term.

2.3 Additional Features. We will notify You of applicable Supplemental Terms or alternate terms and conditions prior to Your activation of any Additional Features. The activation of any Additional Features by You in Your Account will be considered acceptance of the applicable Supplemental Terms or alternate terms and conditions where applicable.

2.4 Extension of Rights to Affiliates. You may extend Your rights, benefits and protections provided herein to Your Affiliates and to contractors or service providers acting on Your or Your Affiliates’ behalf, provided that You remain responsible for Your and their compliance hereunder.

2.5 Compliance. As between You and Nectar, You are responsible for compliance with the provisions of this Agreement by Agents and End-Users and for any and all activities that occur under Your Account, which Nectar may verify from time to time. Without limiting the foregoing, You will ensure that Your use of the Services is compliant with all applicable laws and regulations as well as any and all privacy notices, agreements or other obligations You may maintain or enter into with Agents or End-Users.

2.6 Content and Conduct. In Your use of the Services You agree not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) attempt to bypass or break any security or rate limiting mechanism on any of the Services or use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services and its components; (c) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services, unless expressly agreed to otherwise in writing by Nectar.

2.7 System Requirements. A high-speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services including, but not limited to, browser software that supports protocols used by Nectar and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, Agents or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Nectar. We assume no responsibility for the reliability or performance of any connections as described in this Section.

2.8  In-Product Cookies. Whenever You, Your Agents or End-Users interact with Our Services, Nectar’s In-Product Cookie Policy applies.

3. Plans, Project Services and Add-Ons

3.1 Pro plan and its features are here.

3.2 Enterprise plan and its features are here.

3.3 Support and SLA definitions are here.

3.4 The Customer can request addition of:

  • Storage
  • API Requests
  • Nectar for Whats
  • LeadBoard
  • EasyForms

3.4.1 All the requests must be made to the sales consultant for price and negotiation

3.5 The Customer can hire additional hours of any services/training provided by NectarCRM at a cost and timeframe defined by us.

3.6 The Setup Descriptions are:

  1. Welcoming

In the welcoming meeting, the baton will be handed over from the seller to the deployer, we will present the Nectar methodology, and the step-by-step setup schedule. At this meeting, those responsible for Nectar at the Contracting company will receive their access.

  1. Basic Setup

In this step we will make the basic settings of Nectar such as: user and team registration,  contact field settings (legal entity and/or natural person), contact import (leads and customer portfolio), security settings, email integrations, calendar (Google Calendar or Outlook Calendar), native Voip integration.

  1. Commercial Strategy

Setting commercial goals, indicators, building a sales funnel, internal forms, acquisition channels, hiring a pre-sales funnel and forms for capturing leads (if EasyForms is purchased).

  1. Customization

Configuration and import of products/services, proposal configuration, import of old and ongoing negotiations and native integrations.

  1. Training

In this stage we will train sellers and/or pre-sellers by showing their day-to-day routines, and we will also have a training focused only for managers, showing how to plan and execute good sales management at Nectar.

  1. Adoption

In this step, the installer will monitor the first week of use by all users and after 7 days we will do a last training session to clear up any remaining doubts. At this point, all users will have access to Nectar support on all our communication channels (Chat, Ticket, Whatsapp).

4. Fees

4.1  Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you upgrade plans, user, products or base packages, (iii) you subscribe to additional features or products, , or (iv) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you. 

4.2 Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price set out in our Site ( If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below.

4.3  Payment of Fees.  If you are paying by credit card, you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

4.4  Payment against invoice. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.

4.5  Payment Information. You will keep your Authorized Payment Method, contact information, billing information up to date for the payment of incurred and recurring fees, as applicable. Changes may be made by contacting a NectarCRM Sales Consultant or our support team . You authorize Nectar to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. 

4.6  Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You will have no liability for any taxes based upon our gross revenues or net income. 

4.7  Withholding Tax.  If you are required to deduct or withhold tax from payment of your NectarCRM invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”).  

You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment. 

4.8 Upgrades. If You choose to upgrade Your Service Plan or increase the number of Users authorized to access and use a Service during Your Subscription Term, any incremental Subscription Charges associated with such upgrade will be charged in accordance with the remaining Subscription Term. In any subsequent Subscription Term, Your Subscription Charges will reflect any such upgrades.

4.9 Downgrades. You may not downgrade Your Service Plan or reduce the number of Users during any Subscription Term. If You desire to downgrade Your Service Plan or reduce the number of Agents under any Service Plan for a subsequent Subscription Term, You must provide Nectar with thirty (30) days written notice prior to the end of Your then current Subscription Term. You must demote any downgraded Agents prior to the beginning of the subsequent Subscription Term. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Nectar is not responsible for such loss.

5. Term, Cancellation and Termination

5.1 Term and Renewal. Your initial subscription term will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for a Subscription Term equivalent in length to the then-expiring Subscription Term.
5.1.1 The Subscription Charges applicable to any subsequent Subscription Term shall be Our standard Subscription Charges for the applicable Service Plan and Deployed Associated Services at the time of such renewal.
5.2 Notice of Non-Renewal. Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice within 30 days of the expiration date.
5.2.1 The Notice of Non-Renewal must be send via email to our Customer Success Team (

5.3 Early Cancellation. You may choose to cancel your subscription early at your convenience provided that we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the ‘Notice of Non-Renewal’ section for information on how to cancel your subscription.
5.4 Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

5.5 Suspension
5.5.1 Suspension for Prohibited Acts
We may suspend any User’s access to any or all Subscription Services without notice for:
(i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,
(ii) use of the NectarCRM email send service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or
(iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.
5.5.2 Suspension for Non-Payment
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services seven (07) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a reactivation fee to reinstate the Subscription Service.
5.5.3 Suspension for Present Harm
If your use of the Subscription Service:
(i) is being subjected to denial of service attacks or other disruptive activity,
(ii) is being used to engage in denial of service attacks or other disruptive activity,
(iii) is creating a security vulnerability for the Subscription Service or others,
(iv) is consuming excessive bandwidth or storage, or
(v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service.
We will make commercially reasonable efforts to limit the suspension to the affected portion of the Subscription Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

6. Customer Data

6.1 Customer’s Proprietary Rights. You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
6.2 Limits on NectarCRM. We will not use Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law and this Agreement.
6.3 Data Practices and Machine Learning.
6.3.1 Usage Data. We may collect information about you and your Users when you interact with the Subscription Service as permitted by the Agreement.
6.3.2 Machine Learning. We may, as permitted by this Agreement, use Customer Data in an anonymized manner for machine learning to support certain product features and functionality within the Subscription Service.
6.3.3 Privacy Policy. For more information on these practices, please see our Privacy Policy here.

7. Confidential Information

7.1 In connection with the Services, each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. This section shall not apply to any information which (a) was publicly known prior to the time of disclosure by the disclosing Party, or (b) becomes publicly known after such disclosure through no action or inaction of the receiving Party in violation of this Agreement. For clarity, any exchange of Confidential Information prior to the execution of this Agreement shall continue to be governed by any such non-disclosure agreement. Given the unique nature of Confidential Information, the Parties agree that any violation or threatened violation by a Party to this Agreement with respect to Confidential Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.

7.2 Third-Party Service Providers. Nectar may use third-party service providers that are utilized by Nectar to assist in providing the Services to You, but do not have access to Service Data. Any third-party service providers utilized by Nectar will be subject to confidentiality obligations which are substantially similar to the confidentiality terms herein.

7.3 Agent Contact Information. Nectar shall be the Data Controller of Agent Contact Information, and shall Process such Agent Contact Information in accordance with Our Privacy Policy. You are responsible for informing Your Agents of their rights set forth in Our Privacy Policy. You represent and warrant that You have obtained all relevant consents, permissions and rights and provided all relevant notices necessary under Applicable Data Protection Laws for Nectar to lawfully Process Agent Contact Information as an independent Controller for the purposes set forth in Nectar’s Privacy Policy.

8. Intellectual Property

8.1  This is an agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to the Nectar Content, the Subscription Service, the Consulting Services, and any other products or services provided under this Agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Nectar Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us.

8.2  We encourage all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.

8.3 You may only use the Nectar Marks in a manner permitted by, provided You do not attempt, now or in the future, to claim any rights in the Nectar Marks, dilute or degrade the distinctiveness of the Nectar Marks, or use the Nectar Marks to disparage or misrepresent Nectar or Our Services. Nectar’s ability to use Subscriber’s trademarks, service marks, service or trade names or logos will be set forth in a Service Order or by mutual agreement of the Parties.

9. Publicity

9.1 You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by sending us an e-mail requesting that we remove your name and company logo.

10. Limitation of Liability and Indemnification

10.1 Under no circumstances and under no legal theory ( whether in contract, tort, negligence or otherwise) shall either party to this agreement, or their respective affiliates, officers, director, employees, suppliers, licensors or agents, be liable to other party or its affiliates for any lost profits, lost sales or business, lost data (where such data is lost in the course of transmission via yout systems or over the internet through no fault of Nectar), business interruption, loss of goodwill, costs of cover or replacement, or for any other type of indirect, incidental, special, exemplary or consequential, or for any other indirect loss or damages incurred by other party or its affiliates in connection with this agreement, the services or professional services, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.

10.2 We warrant that: (i) the Subscription Service and Consulting Services will be provided in a manner consistent with generally accepted industry standards, and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Subscription Service;

10.3  Notwithstanding anything to the contrary in this agreement, the Nectar Group aggregate liability to you, your affiliates, or any third party arising out of this agreement, the services or professional services, shall no event exceed the subscription charges and/or professional services fees paid by you during the 12 (twelve) months prior to the first event or occurrence giving rise to such liability. You acknowledge and agree that essential purpose of this section is to allocate the risks under this agreement between the parties and limit potential liability given the subscription charges and professional services fees, which would have been substantially higher if we were to assume any further liability other than as set forth herein, we have relied on these limitations in determining whether to provide you with the rights to access and use the services and/or the professional services provided for in this agreement.

10.4 The limitation of liability provided for herein applies in aggregate to any and all claims by subscriber and its affiliates, and shall not be cumulative.

10.5 We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by us, (ii) modification of the Subscription Service by anyone other than us, or modification of the Subscription Service by us in accordance with specifications or instructions that you provided, or (iii) use of the Subscription Service in violation of or outside the scope of this Agreement.

10.6 You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of 

(a) unauthorized or illegal use of the Subscription Service by you or your Affiliates, 

(b) your or your Affiliates’ noncompliance with or breach of this Agreement, 

(c) your or your Affiliates’ use of Third-Party Products, or 

(d) the unauthorized use of the Subscription Service by any other person using your User information. 

We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

10.7 We and out affiliates disclaim all liability with respect to third party products that you use, our licensors will have no liability of any kind under this agreement.

10.8 You understand that absent your agreement to this limitation of liability, we would not provide the subscription service to you.

11. Assignment, Entire Agreement and Amendment

11.1 You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Your rights under this Agreement, or delegate performance of Your duties under this Agreement, without Our written prior consent, which consent will not be unreasonably withheld.

11.2 This Agreement constitutes the entire agreement, and supersedes any and all prior agreements between You and Zendesk with regard to the subject matter hereof. This Agreement shall apply in lieu of the terms or conditions in any purchase order, request for information, request for proposal, or other order documentation You or any entity which You represent provide(s) and all such terms or conditions in such purchase order, request for information, request for proposal, or other order documentation are null and void. Except as expressly stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind between the Parties, except as may otherwise be expressly provided herein. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement.

11.3 We may modify any part or all of the Agreement by posting a revised version.  The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email or in-app notification.  If you would like to receive an email notification when we update the Agreement, send us an email to

If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted =will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon our notice to you.

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

12. Miscellaneous

12.1 The Parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, general agency, fiduciary or employment relationship between the Parties.
12.2 Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

12.3If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

12.4 Notices provided by You to Nectar under this Agreement must be delivered in writing by electronic mail to

To you: your address as provided in our Nectar Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.

12.5 Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.

12.6 This Agreement shall be governed by the laws of Brazil, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in Goiânia, Goiás, Brazil. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement, or relating to access to or use of the Services by You, Agents or End-Users.