Terms of Service

1. Business-to-Business Agreement

NexGen provides its services primarily for commercial and business purposes. By using our services, you represent that you are acting on behalf of a business, company, organization, or other commercial enterprise and have authority to bind that entity to these Terms.

2. Services

NexGen may provide CRM technology, artificial intelligence tools, automation, lead-management systems, communications technology, appointment scheduling, marketing automation, websites, integrations, data processing, campaign configuration, consulting, technical support, and related business technology services.

Features, integrations, third-party providers, functionality, and service availability may change as our technology and service offerings evolve.

3. Month-to-Month Services

Unless expressly agreed otherwise in writing, NexGen services are provided on a month-to-month basis. There is no fixed contractual term. A Client may discontinue future monthly service subject to any applicable cancellation procedures communicated by NexGen.

Cancellation stops future renewals and does not create a right to a refund, credit, or reimbursement for amounts previously charged or paid.

4. Payments & No-Refund Policy

Client is responsible for all charges incurred through its account, including applicable recurring subscription fees and usage-based charges.

NexGen does not provide prorated refunds or credits for unused service time, unused features, early cancellation, campaign performance, third-party service interruptions, or a Client's decision to stop using the services during a paid billing period.

5. Failed or Late Payments

NexGen may suspend, restrict, or terminate access to services when an invoice, subscription, usage charge, or other amount due remains unpaid or a payment method fails.

Suspension for nonpayment does not waive amounts already owed. Client remains responsible for outstanding charges and any additional amounts lawfully incurred in connection with restoring or maintaining service.

6. Client Responsibilities

Client is solely responsible for its business operations and for the lawful manner in which it uses NexGen's services.

Client is responsible for, among other things:

• The accuracy and legality of information and data supplied to NexGen.
• Obtaining any legally required permissions, licenses, consents, and authorizations.
• The content and recipients of its communications and marketing campaigns.
• Its products, services, representations, offers, and customer relationships.
• Compliance with laws and regulations applicable to its industry and activities.
• Maintaining appropriate account security and access controls.

7. SMS, Email & Marketing Compliance

Client is solely responsible for ensuring that its calls, SMS/MMS messages, emails, automated communications, marketing campaigns, lead lists, consent procedures, opt-out processes, and other communications comply with all laws, regulations, carrier requirements, industry standards, and platform rules applicable to Client.

Client is responsible for determining whether appropriate consent or other lawful authority exists before initiating communications and for honoring applicable opt-out, suppression, and do-not-contact requests.

NexGen may refuse, suspend, modify, or discontinue campaigns or services that NexGen reasonably believes create legal, regulatory, carrier, security, reputational, or operational risk.

8. Third-Party Data & Lead Providers

Clients may independently purchase or obtain prospect information, lead lists, skip-traced information, marketing data, or other datasets from third-party providers.

Any such purchase or acquisition is a transaction between Client and the applicable third-party provider. Client is responsible for reviewing the provider's terms, determining whether the data may lawfully be used for Client's intended purpose, and complying with all restrictions applicable to that data.

NexGen may provide technical assistance with formatting, processing, importing, segmenting, organizing, or using Client-provided data. Such assistance does not constitute NexGen's approval, certification, or guarantee of the data's legality, accuracy, source, consent status, or fitness for a particular communication or campaign.

NexGen may maintain referral or affiliate relationships with third-party providers and may receive compensation when Clients purchase products or services through those relationships. Such compensation does not transfer responsibility for the Client's purchase, data, or use of that data to NexGen.

9. Client Data

As between Client and NexGen, Client retains its rights in Client-owned business data supplied to NexGen, subject to the licenses and rights necessary for NexGen to provide, maintain, secure, support, improve, analyze, and develop its services.

Client grants NexGen a non-exclusive, worldwide license to host, process, transmit, reproduce, organize, transform, analyze, and otherwise use Client Data as reasonably necessary to provide and administer the services and fulfill NexGen's obligations.

10. Aggregated & De-Identified Data

NexGen may create and use aggregated, statistical, anonymized, or de-identified information derived from operation of the services, provided that such information does not reasonably identify Client or an identifiable individual.

NexGen may use such information on a perpetual basis for legitimate business purposes including research, analytics, benchmarking, security, service improvement, artificial intelligence and automation development, product development, intellectual property development, operational optimization, and development of new products and services.

To the extent permitted by applicable law, NexGen retains all rights in methodologies, models, analytics, insights, improvements, inventions, processes, know-how, and other intellectual property independently developed by NexGen through such research, analysis, and development.

11. NexGen Intellectual Property

NexGen and its licensors retain all rights, title, and interest in and to NexGen's software, systems, automations, workflows, prompts, methodologies, designs, documentation, processes, configurations, technology, know-how, branding, intellectual property, and improvements thereto, except for Client-owned materials expressly incorporated into the services.

No ownership interest in NexGen intellectual property is transferred to Client merely because NexGen configures, customizes, or deploys a service for Client.

12. Third-Party Services

NexGen's services may rely upon or integrate with third-party telecommunications providers, payment processors, hosting providers, artificial intelligence services, APIs, data providers, domain registrars, email providers, and other technology platforms.

NexGen does not control those independent third parties and is not responsible for outages, restrictions, policy changes, account actions, delays, service interruptions, data loss, or other acts or omissions of third-party providers outside NexGen's reasonable control.

13. No Guarantee of Business Results

NexGen does not guarantee any particular number of leads, appointments, sales, customers, responses, revenue, return on investment, message delivery rate, conversion rate, search ranking, or other business outcome.

Business results depend on numerous factors outside NexGen's control, including Client's market, pricing, offer, reputation, sales process, competition, data quality, customer demand, and execution.

14. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEXGEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXGEN SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST OPPORTUNITIES, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION ARISING FROM OR RELATED TO THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXGEN'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO NEXGEN DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16. Indemnification

To the maximum extent permitted by law, Client agrees to defend, indemnify, and hold harmless NexGen CRM & AI LLC and its owners, managers, officers, employees, contractors, affiliates, and agents from and against third-party claims, liabilities, damages, penalties, judgments, losses, costs, and reasonable attorneys' fees arising out of or relating to:

• Client's use or misuse of the services;
• Client's products, services, marketing, or business operations;
• Client-provided data or lead lists;
• Client's communications with prospects or customers;
• Client's violation of applicable law, regulation, or third-party rights;
• Client's breach of these Terms; or
• Client's failure to obtain legally required consent or authorization.

17. Suspension & Termination

NexGen may suspend or terminate services for nonpayment, suspected fraud, abuse, security threats, unlawful activity, material violation of these Terms, misuse of communications systems, conduct that threatens third-party provider relationships, or conduct that reasonably creates material legal, regulatory, operational, or reputational risk.

18. Governing Law & Delaware Courts

To the fullest extent permitted by applicable law, Client irrevocably agrees that any lawsuit, action, or judicial proceeding arising out of or relating to these Terms, the parties' relationship, or NexGen's services shall be brought exclusively in a state or federal court of competent jurisdiction located in the State of Delaware.

Client consents to the personal jurisdiction and venue of such courts and waives, to the fullest extent permitted by law, any objection based upon venue, inconvenient forum, or lack of personal jurisdiction.

19. Waiver of Jury Trial

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

20. Changes to These Terms

NexGen may update these Terms from time to time. Updated Terms will be posted on this page with a revised effective date. Continued use of the services after updated Terms become effective constitutes acceptance of the updated Terms to the extent permitted by applicable law.

21. Entire Agreement, Severability & Waiver

These Terms, together with any applicable order, service description, privacy policy, or other written agreement expressly incorporated by reference, constitute the agreement between the parties concerning their subject matter.

If any provision is determined to be invalid or unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law. Failure by NexGen to enforce any provision shall not constitute a waiver of that provision or any other right.

22. Electronic Acceptance

Electronic acceptance, online purchase, account creation, payment, clicking an acceptance mechanism, or continued use of the services may constitute acceptance of these Terms to the extent permitted by applicable law.