Nuveriq Terms of Service
Effective Date: May 1, 2026 Last Updated: April 30, 2026
"Nuveriq" is a brand / DBA of CnergyPro Global Solutions LLC, a Texas limited liability company ("CnergyPro Global Solutions", "we", "us", or "our"). These Terms of Service (the "Terms") govern your access to and use of the website located at nuveriq.com, the Nuveriq conversational procurement agent, and all related services (collectively, the "Services").
Please read these Terms carefully. By accessing the Services, creating an account, submitting a request to the Nuveriq agent, or placing an order, you agree to be bound by these Terms. If you do not agree, do not use the Services.
1. Definitions
1.1 "Agent" means the Nuveriq conversational AI procurement agent that accepts natural-language requests and returns product information, quotes, and order options.
1.2 "Customer", "you", or "your" means the individual or legal entity that accesses the Services. If you are acting on behalf of an entity, you represent that you have authority to bind that entity to these Terms, and "you" refers to that entity.
1.3 "Distributor" means Ingram Micro Inc. and any other authorized technology distributor through which we source and fulfill Products.
1.4 "Order" means a request to purchase Products submitted by you through the Services and accepted by us.
1.5 "Products" means hardware, software licenses, cloud services, SaaS subscriptions, and related goods and services offered through the Services and sourced from authorized Vendors through Distributors.
1.6 "Quote" means a non-binding price estimate returned by the Agent or the Services.
1.7 "Services" has the meaning given in the preamble.
1.8 "Vendor" means a manufacturer or publisher whose Products are offered through the Services (for example, Microsoft, AWS, Dell, Cisco, Salesforce, Logitech, Zendesk).
1.9 "Vendor Terms" means the end-user license agreement, terms of service, subscription agreement, or other terms that a Vendor imposes on end users of its Products.
2. Acceptance of Terms
2.1 Binding agreement. By (a) accessing or using the Services, (b) creating an account, (c) interacting with the Agent, or (d) placing an Order, you agree to be bound by these Terms and all documents incorporated by reference, including our Privacy Policy, Cookie Policy, Purchase Terms, and Acceptable Use Policy.
2.2 Authority. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.
2.3 Incorporated documents. The following are incorporated into and form part of these Terms: (a) Nuveriq Privacy Policy; (b) Nuveriq Cookie Policy; (c) Nuveriq Purchase Terms; (d) Nuveriq Acceptable Use Policy; (e) any order confirmation or Quote that becomes an accepted Order; and (f) any applicable Vendor Terms that apply to specific Products.
2.4 Priority. In the event of a conflict, the documents control in this order: (i) any signed written agreement between you and CnergyPro Global Solutions, (ii) Vendor Terms for the specific Vendor Product, (iii) the Nuveriq Purchase Terms, (iv) these Terms, and (v) other incorporated documents.
3. Eligibility and Account Registration
3.1 Eligibility. The Services are intended for business use by organizations and individuals at least 18 years of age and legally capable of entering into binding contracts.
3.2 Account creation. To place Orders, you must create an account and provide accurate, current, and complete information, including your legal entity name, billing address, shipping address, and authorized contact.
3.3 Account credentials. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately at [security@nuveriq.com] if you suspect unauthorized access.
3.4 One account per entity. Absent prior written approval, each legal entity may maintain one active procurement account. Credentials are non-transferable.
3.5 Accuracy of information. You agree to keep account information current. We may suspend or terminate accounts with inaccurate or out-of-date information.
4. The Nuveriq Agent
4.1 What the Agent does. The Agent accepts natural-language procurement requests, returns product information and Quotes sourced through Distributor systems, and helps you convert an approved Quote into an Order. The Agent is an AI-assisted tool designed to streamline procurement; it is not a licensed human professional and does not provide legal, tax, financial, or regulatory advice.
4.2 Quotes are not offers. Any Quote generated by the Agent or the Services is an informational estimate only, not a binding offer. A binding purchase relationship is formed only when (a) you place an Order, (b) we confirm the Order, and (c) the Distributor accepts and is able to fulfill the Order.
4.3 Quote validity. Quotes are valid for fifteen (15) minutes from the time of issuance unless a different validity period is displayed. After the validity period expires, pricing, availability, and terms are subject to re-pricing in accordance with Section 8 and the Purchase Terms.
4.4 Product availability. All Product availability is subject to Distributor stock at the time of Order acceptance. We do not guarantee availability of any Product until an Order is confirmed by us and accepted by the Distributor.
4.5 AI-generated content. The Agent uses large language models and third-party data sources. Outputs may contain errors, inaccuracies, or omissions. You are solely responsible for reviewing each Quote before submitting an Order to confirm the Products, quantities, configurations, licensing terms, and pricing are correct and suitable for your needs.
4.6 No reliance on Agent outputs. Do not rely on the Agent for compliance determinations, regulatory classifications, export control assessments, or similar determinations unless expressly labeled as confirmed by us. You remain responsible for such determinations.
5. Orders and Order Acceptance
5.1 Placing an Order. You may place an Order by approving a Quote and submitting payment information (or selecting an approved payment method) through the Services.
5.2 Order acceptance. Submission of an Order by you is an offer to purchase. No contract is formed until we accept the Order and the Distributor accepts and is able to fulfill it. We may decline or cancel any Order in our sole discretion, including for (a) pricing or availability errors, (b) suspected fraud, (c) credit issues, (d) export or sanctions compliance concerns, (e) Vendor or Distributor restrictions, or (f) any other reason permitted by applicable law.
5.3 Order confirmation. Upon acceptance, we will provide an Order confirmation that, together with the applicable Quote, these Terms, the Purchase Terms, and any applicable Vendor Terms, constitutes the agreement for the Order.
5.4 Cancellation by you. You may cancel an Order prior to shipment by contacting us, subject to the cancellation provisions in the Purchase Terms. After shipment, cancellation will be treated as a return request and governed by Section 11 and the Purchase Terms.
5.5 Partial fulfillment and backorders. Unless you specify otherwise in the Order, we may fulfill Orders in part. Backordered items will be shipped when available; you may cancel any undelivered backordered item at any time before shipment.
6. Prices and Taxes
6.1 Currency. All prices are stated in U.S. dollars (USD) unless otherwise specified.
6.2 Exclusive of taxes and shipping. Unless stated otherwise, prices exclude taxes, duties, shipping, and handling, which will be added at checkout.
6.3 Taxes. We calculate and collect applicable sales, use, VAT, GST, and similar transaction taxes at checkout based on the shipping destination and the nature of the Product. We use third-party tax calculation services (currently Avalara). You are responsible for any other taxes arising from your purchase, including property, income, and franchise taxes.
6.4 Tax exemption. If you claim a tax exemption, you must submit a valid exemption certificate to [tax@nuveriq.com] before we can process Orders without tax. Exemption certificates are effective only for Orders placed after we validate the certificate.
6.5 Price changes prior to acceptance. Prices shown in a Quote may change before Order acceptance due to Distributor price changes, stock adjustments, or Vendor list-price changes. If the price at Order acceptance differs from the Quote by more than the threshold stated in the Purchase Terms, we will notify you and give you the option to proceed at the new price or cancel.
7. Payment Terms
7.1 Accepted payment methods. We accept (a) major credit and debit cards processed by Stripe, Inc., (b) ACH transfer, and (c) purchase order with NET-30 payment terms for approved accounts.
7.2 Credit card payments. Card information is collected and processed by Stripe. We do not store full card numbers on our systems. You authorize us to charge the card for the Order total, including any applicable shipping, taxes, and fees.
7.3 ACH payments. ACH payments are typically received and cleared in three to five (3–5) business days. Orders paid by ACH may be held until funds clear.
7.4 Purchase orders and NET-30 terms. Purchase order and NET-30 payment are available only to accounts approved by us following a credit review. We may request financial information, trade references, and credit reports. Credit approval, credit limits, and payment terms are at our sole discretion and may be revoked or modified at any time.
7.5 Late payment. Invoices are due as stated on the invoice. Undisputed past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. You are responsible for reasonable collection costs, including attorneys' fees.
7.6 Disputes. You must notify us in writing of any good-faith invoice dispute within thirty (30) days of the invoice date. Undisputed amounts must be paid on time.
7.7 Suspension for non-payment. We may suspend Services, decline Orders, or withhold deliveries if amounts are past due.
8. Vendor and Manufacturer Terms
8.1 Vendor Terms apply. Many Products are subject to Vendor Terms (for example, end-user license agreements for software, subscription terms for SaaS, and cloud services master agreements). By purchasing a Product, you agree to comply with the applicable Vendor Terms, and you authorize us to communicate your identity and Order details to the Vendor as needed for provisioning.
8.2 Precedence for Vendor-specific matters. Vendor Terms govern the scope of your license or subscription, usage rights, support, service levels, uptime, warranties, and related matters for the Vendor's Product, and control over these Terms on those topics.
8.3 Activation and provisioning. Once activated or provisioned by the Vendor, certain Products (including cloud services and software licenses) are generally non-cancellable and non-returnable, except as expressly permitted by Vendor Terms.
8.4 Authorized reseller. CnergyPro Global Solutions LLC is an authorized reseller of the Vendor Products offered through the Services. We are not an employee, agent, or joint venturer of any Vendor.
9. Shipping and Delivery
9.1 Distributor fulfillment. Products are shipped directly by the Distributor (primarily Ingram Micro Inc.) or the Vendor. We do not physically handle most Products.
9.2 Shipping costs. Shipping charges are added at checkout based on destination, carrier, and service level.
9.3 Title and risk of loss. For hardware Products, title and risk of loss pass to you upon the Distributor's delivery to the carrier (FOB origin) or upon delivery to you, as specified in the Order confirmation. You are responsible for inspecting Products promptly upon delivery and reporting shortages, visible damage, or non-conformance in accordance with the Purchase Terms.
9.4 Delivery estimates. Delivery dates are estimates only. We are not liable for delays caused by carriers, Vendors, Distributors, or circumstances beyond our reasonable control (see Section 19.6, Force Majeure).
9.5 Electronic delivery. Software licenses and cloud services are typically delivered electronically through Vendor portals or email. Delivery is complete upon the Vendor making the license or service available to you.
10. Returns, RMAs, and Warranties
10.1 Pass-through warranties. Nuveriq and CnergyPro Global Solutions do not manufacture or publish the Products. Product warranties are provided by the applicable Vendor or manufacturer and are passed through to you to the extent permitted by the Vendor. We make no independent warranty of Products beyond the pass-through Vendor warranty.
10.2 Returns and RMAs. Returns and Returned Merchandise Authorizations (RMAs) are subject to Vendor and Distributor policies. We facilitate the RMA process but cannot override Vendor or Distributor restrictions. The Purchase Terms describe return windows, restocking fees, and process details.
10.3 Defective Products. Defective hardware Products may generally be returned within the window stated in the Purchase Terms, subject to Vendor policy. Software, cloud services, and SaaS subscriptions are generally non-returnable once activated.
10.4 Warranty disclaimer for Nuveriq services. Except as expressly stated in these Terms and to the fullest extent permitted by law, the Services are provided "AS IS" and "AS AVAILABLE". We disclaim all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and title. We do not warrant that the Services will be uninterrupted, error-free, secure, or that Agent outputs will be accurate or complete.
11. Export Controls and Sanctions
11.1 Export laws. Products may be subject to U.S. export control laws, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR), and to economic sanctions administered by the U.S. Office of Foreign Assets Control (OFAC) and comparable authorities.
11.2 Customer responsibility. You are solely responsible for compliance with all applicable export, import, and sanctions laws, including end-use and end-user restrictions. You represent that you will not export, re-export, or transfer Products to any restricted destination or denied person without required authorizations.
11.3 Screening and refusal. We may screen Orders against sanctioned-party lists (including the OFAC SDN list and the BIS Entity List) and may decline or delay Orders based on export or sanctions concerns.
12. Intellectual Property
12.1 Nuveriq IP. The Services, including the website, the Agent, software, code, designs, user interfaces, trademarks, service marks, logos (including the "Nuveriq" name), and associated content, are owned by CnergyPro Global Solutions LLC or its licensors and are protected by intellectual property laws. No rights are granted except as expressly stated.
12.2 Limited license. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal procurement purposes.
12.3 Customer data. You retain ownership of the data you submit through the Services, including your account information, purchase history, and Agent conversation content you provide ("Customer Data"). You grant us a worldwide, non-exclusive, royalty-free license to use Customer Data as necessary to operate the Services, process Orders, improve the Services consistent with the Privacy Policy, and comply with law.
12.4 Vendor IP. Intellectual property in Vendor Products is owned by the applicable Vendor. Your rights to use Vendor Products are governed by Vendor Terms.
12.5 Feedback. If you submit suggestions or feedback about the Services, you grant us a perpetual, irrevocable, royalty-free license to use the feedback without restriction.
13. Acceptable Use
13.1 AUP. Your use of the Services is governed by the Nuveriq Acceptable Use Policy, which is incorporated into these Terms. Violations may result in suspension, Order cancellation, account termination, and legal action.
13.2 No manipulation of the Agent. You may not attempt to jailbreak, prompt-inject, or otherwise manipulate the Agent; extract system prompts or proprietary data; reverse-engineer the Agent; or use the Agent to build a competing service.
14. Disclaimers
14.1 General disclaimer. Except as expressly stated in these Terms and to the maximum extent permitted by applicable law, the Services and all Products are provided without warranty of any kind. We do not warrant that (a) the Services will meet your requirements, (b) the Agent's outputs will be accurate, complete, or suitable for any particular purpose, (c) the Services will be uninterrupted or error-free, or (d) defects in the Services will be corrected.
14.2 No professional advice. The Services do not provide legal, tax, regulatory, financial, or other professional advice. You should consult a qualified professional before relying on any output of the Services for consequential decisions.
14.3 Third-party content and services. The Services incorporate content, data, and services from third parties. We do not control and are not responsible for third-party content or third-party services, including Vendor and Distributor systems.
15. Limitation of Liability
15.1 No indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000) OR (B) THE FEES PAID BY YOU TO US FOR THE SERVICES AND PRODUCTS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.3 Exclusions. The limitations in Sections 15.1 and 15.2 do not apply to (a) your payment obligations, (b) either party's indemnification obligations, (c) either party's liability for breach of confidentiality, (d) infringement or misappropriation of the other party's intellectual property, or (e) liability that cannot be limited under applicable law (including gross negligence, willful misconduct, or fraud).
15.4 Basis of bargain. The parties acknowledge that the limitations in this Section 15 are an essential element of the bargain and would not enter into these Terms without them.
16. Indemnification
16.1 By us. We will defend you against any third-party claim alleging that your authorized use of the Services (excluding Vendor Products and Customer Data) infringes that third party's U.S. patent, copyright, or trademark, and will pay amounts finally awarded or agreed in settlement, provided that you (a) promptly notify us of the claim, (b) give us sole control of defense and settlement, and (c) reasonably cooperate at our expense. This is our sole liability for IP infringement by the Services.
16.2 By you. You will defend, indemnify, and hold harmless CnergyPro Global Solutions LLC, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Services in violation of these Terms or applicable law, (b) Customer Data, (c) your violation of Vendor Terms, (d) your violation of export, import, or sanctions laws, or (e) your infringement of any third party's rights.
17. Governing Law and Dispute Resolution
17.1 Governing law. These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
17.2 Forum. Subject to Section 17.3, the state and federal courts located in Travis County, Texas have exclusive jurisdiction over any dispute arising out of or related to these Terms, and you consent to personal jurisdiction in those courts.
17.3 Arbitration (optional; [to be confirmed]). At the parties' election as confirmed in writing, disputes may be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with arbitration seated in Austin, Texas. The arbitrator may award any remedy available in court. This Section 17.3 does not prevent either party from seeking injunctive or equitable relief in court to protect intellectual property, confidential information, or enforce payment obligations. [LEGAL REVIEW REQUIRED — confirm whether arbitration is a mandatory, opt-in, or omitted provision.]
17.4 Class action waiver. To the maximum extent permitted by law, each party waives any right to participate in a class, collective, or representative action arising out of or related to these Terms.
17.5 Time limit. Any claim arising out of or related to these Terms must be brought within one (1) year after the claim accrues, except for claims for non-payment.
18. Term, Suspension, and Termination
18.1 Term. These Terms are effective when you first access the Services and continue until terminated.
18.2 Termination for convenience. Either party may terminate these Terms at any time for convenience by providing notice through the Services or by email, provided that (a) you remain liable for any accepted Orders and (b) we may complete or cancel pending Orders at our discretion.
18.3 Termination for cause. Either party may terminate these Terms immediately if the other party materially breaches these Terms and fails to cure within fifteen (15) days of written notice, or without notice for breaches that cannot be cured.
18.4 Suspension. We may suspend your access to the Services, decline Orders, or withhold deliveries if (a) you violate these Terms or the Acceptable Use Policy, (b) your account is past due, (c) we suspect fraud or unauthorized access, (d) export or sanctions concerns apply, or (e) required by law or a Vendor or Distributor.
18.5 Effect of termination. Upon termination, (a) your right to access the Services ends, (b) accepted Orders continue to be governed by their applicable terms, (c) outstanding payment obligations remain due, and (d) provisions that by their nature should survive (including Sections 1, 6–8, 10–17, and 19) will survive.
19. Miscellaneous
19.1 Entire agreement. These Terms, together with the incorporated documents, constitute the entire agreement between you and us regarding the Services and supersede all prior or contemporaneous agreements on that subject.
19.2 Changes to Terms. We may update these Terms from time to time. Updates are effective when posted, except that we will provide reasonable advance notice (by email or in-Service notice) of material changes. Your continued use of the Services after changes take effect constitutes acceptance. If you object to a material change, your sole remedy is to stop using the Services.
19.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect and the invalid provision will be modified to the minimum extent necessary to make it enforceable.
19.4 No waiver. A party's failure to enforce a provision is not a waiver of the right to enforce it later.
19.5 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
19.6 Force majeure. Neither party is liable for a delay or failure to perform (other than payment obligations) caused by events beyond reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, labor dispute, governmental action, carrier or supplier failure, internet or utility outage, or Distributor or Vendor system failures.
19.7 Relationship of parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
19.8 Notices. Notices to us must be sent to [legal@nuveriq.com] and to the mailing address below, with a copy to any address we designate. Notices to you may be sent to the email or physical address in your account.
19.9 Headings. Headings are for convenience only and do not affect interpretation.
19.10 Export of Services. The Services are controlled from the United States. You may not access or use the Services from any jurisdiction where doing so would violate applicable law.
19.11 Government customers. If you are a federal, state, or local government customer purchasing through a contract vehicle or cooperative agreement, the applicable vehicle or cooperative terms govern to the extent of any conflict with these Terms.
20. Contact Us
For questions about these Terms, contact:
CnergyPro Global Solutions LLC (d/b/a Nuveriq) Attn: Legal Email: [legal@nuveriq.com] Mailing Address: [to be confirmed — Texas business address]
"Nuveriq" is a brand / DBA of CnergyPro Global Solutions LLC, a Texas limited liability company.