Terms of Service

Version 9.0 · Effective October 20, 2026

These Terms of Service (the "Terms") are a binding legal agreement between you ("Client," "you," "your") and Nxera Digital LLC, a Florida limited liability company with principal offices at 390 NE 191st St STE 59620, Miami, FL 33179 ("Nxera," "we," "us," "our"). These Terms govern your access to and use of: Nxera's website at getnxera.com and all of its subdomains (the "Site"); Nxera's follow-ups and maintenance plans described in Section 22, and Texts (together, the "Services"); the free competitive scan; the client portal and the Nxera owner app; the plan pages and member pages Nxera hosts in your name; and any related platforms, content, software, communications, and APIs (collectively, the "Nxera Offerings").

These Terms incorporate by reference the Nxera Privacy Policy, Acceptable Use Policy, Refund Policy, Data Processing Addendum, Cookie Policy, and DMCA Policy (collectively, the "Nxera Policies"). The Nxera Policies are an integral part of these Terms and have the same binding force.

READ THIS BEFORE USING THE SERVICES. THESE TERMS CONTAIN PROVISIONS THAT MATERIALLY AFFECT YOUR LEGAL RIGHTS.

Section 4.11 states that NXERA KEEPS 2.5% PLUS US$1 OF EACH PLAN PAYMENT your Members make, and Section 24.9 states the PRICES OF TEXTS.

Section 5 states that there is NO MINIMUM TERM, that Texts run MONTH-TO-MONTH and you may STOP THEM AT ANY TIME effective at the end of the current billing period, and that NO MONEY-BACK WINDOW AND NO PARTIAL-MONTH REFUND applies.

Section 11 DISCLAIMS ALL WARRANTIES and disclaims any guarantee of business outcomes.

Section 12 CAPS NXERA'S LIABILITY at the greater of three months of fees you paid or US$100, and EXCLUDES INDIRECT, CONSEQUENTIAL, AND PUNITIVE DAMAGES.

Section 16 requires BINDING INDIVIDUAL ARBITRATION, WAIVES YOUR RIGHT TO A JURY TRIAL, and WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Section 16.7 gives you a 30-DAY WINDOW TO OPT OUT OF ARBITRATION by following the procedure stated.

Section 17 establishes FLORIDA LAW and MIAMI-DADE COUNTY as the exclusive venue.

Section 16.8 sets a ONE-YEAR LIMITATIONS PERIOD to bring any claim.

BY CLICKING "I AGREE," CHECKING THE ACCEPTANCE BOX, CREATING AN ACCOUNT, COMPLETING A CHECKOUT, SUBMITTING AN INTAKE, USING THE SITE, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS AND THE NXERA POLICIES. IF YOU DO NOT AGREE, DO NOT USE THE NXERA OFFERINGS.

1. Definitions and Interpretation

1.1 Defined Terms

In addition to terms defined elsewhere in these Terms, the following terms have the meanings stated:

"Acceptance" means any of: (a) clicking a button or checkbox indicating agreement; (b) creating an account or completing a checkout for Texts; (c) submitting an intake form; (d) using any portion of the Nxera Offerings; (e) making any payment; or (f) receiving the benefit of any Service.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"Customer Content" has the meaning given in Section 7.1.
"Customer Message" means any email, text message, or WhatsApp message that Nxera drafts, schedules, or sends to your customers or Members in your name as part of the Services. Text and WhatsApp messages are sent only as Section 24.7 describes.
"Deliverable" means any output produced by Nxera for Client under the Services, including plan designs, plan pages, drafted Customer Messages, reports, and AI-generated content.
"Marketing Text" means a text message sent by Nxera, in Nxera's own name, to a mobile number, promoting the Nxera Offerings.
"Member" means a customer of yours who enrolls in a service plan through your plan page.
"Messaging Recipient" means any person who provides a mobile number to Nxera and affirmatively opts in to receive Marketing Texts, whether or not that person is a Client.
"Nxera IP" has the meaning given in Section 8.1.
"Nxera Policies" has the meaning given in the preamble.
"Order" means any checkout or intake form completed by Client and accepted by Nxera, including any amendments thereto.
"Personal Data" has the meaning given in the Privacy Policy and Data Processing Addendum.
"Plan Payment Fee" means the fee described in Section 4.11.
"Sub-processor" has the meaning given in the Data Processing Addendum.
"Texts" means the add-on described in Section 24.9: your business's own texting number and the texts sent and received on it.

1.2 Interpretation

Unless context requires otherwise: (a) "including" and its variants mean "including without limitation"; (b) headings are for convenience only and do not affect interpretation; (c) singular includes plural and vice versa; (d) references to a statute include subsequent amendments and replacements; (e) references to "writing" include email; (f) references to days mean calendar days unless otherwise stated; (g) the words "shall" and "will" are mandatory; (h) "or" is inclusive (and/or); and (i) currency references are to U.S. Dollars.

1.3 Drafting Convention

Both parties have had the opportunity to review these Terms with counsel of their choice. The principle of construing ambiguities against the drafter does not apply.

1.4 Order of Precedence

In any conflict among these documents, precedence is: (1) a fully signed amendment specifically referencing the conflict; (2) these Terms; (3) the Nxera Policies in the order they appear in the preamble; (4) any Order. A more-specific provision controls over a more-general provision on the same subject only if the specific provision was negotiated and signed by both parties.

2. Eligibility, Account, and Acceptance

2.1 Eligibility

To use the Nxera Offerings, you must: (a) be at least eighteen (18) years old; (b) be legally able to enter into binding contracts under the laws of the United States and the State of Florida; (c) not be barred from receiving the Services under any applicable law; (d) not be located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive U.S. economic sanctions; (e) not appear on any U.S. government list of restricted parties (including the Specially Designated Nationals List); and (f) operate a business in an industry not prohibited by the Acceptable Use Policy.

2.2 Authority to Bind

If you accept these Terms or use the Nxera Offerings on behalf of any business, organization, or other legal entity, you represent and warrant that you have the legal authority to bind that entity. References to "you" or "Client" include both you individually and that entity, jointly and severally. If you lack such authority, you must not accept these Terms or use the Nxera Offerings.

2.3 Information Accuracy

You represent and warrant that all information you provide to Nxera is true, accurate, current, and complete, and you agree to keep it updated. Nxera may rely on the information you provide. Material misrepresentations are grounds for immediate termination and may give rise to liability under fraud, breach-of-contract, and false-advertising statutes.

2.4 Account Security

You are solely responsible for: (a) safeguarding your portal and app password and any account-claim or password-reset links sent to your email; (b) all activity that occurs under your account, whether or not authorized by you; (c) notifying Nxera within twenty-four (24) hours of any actual or suspected unauthorized access; and (d) any losses, damages, or liabilities arising from your failure to comply with this Section 2.4. Nxera is not liable for any loss or damage arising from unauthorized account access.

2.5 One Account

Each Client may maintain one (1) active account per business entity. Operating multiple accounts, registering under different names, or using different email addresses to circumvent pricing, avoid suspension, or avoid termination is a material breach. Nxera may consolidate, suspend, or terminate any such accounts, retain all sums paid, and pursue collection of any amounts owed across the related accounts.

2.6 Acceptance Recordkeeping

You acknowledge and agree that Nxera records the time of your Acceptance, the version of these Terms you accepted, and how you accepted them: by checking the box by these Terms when you create your account, on the Site or in the Nxera app; or on the intake form, together with your IP address. Nxera does not record a browser fingerprint. That record is admissible evidence of your assent to these Terms. You waive any objection to the authenticity or admissibility of such records based on their electronic form.

2.7 Updates Require Re-Acceptance

Nxera may require Acceptance of an updated version of these Terms or the Nxera Policies as a condition of continued use of the Services. Failure to accept an updated version when required is grounds for suspension of the Services until acceptance, and ultimately for termination.

3. Sign-Up, Setup, and Engagement Lifecycle

3.1 Sign-Up

You create an account on the Site or in the Nxera app with your business name and email, and you accept these Terms when you do. Your account begins on the day you create it (the "Start Date"). The Services are free: there is no monthly fee, no setup fee, no trial, and no application step. Nxera earns the Plan Payment Fee on your Members' payments (Section 4.11). Texts are a paid add-on that you buy on the Site (Section 24.9); the Nxera app sells nothing.

3.2 Setup

After the Start Date, Nxera sends you an email to set your password; an account whose password is not set within fourteen (14) days is deleted, with everything in it. The steps to set up your business appear in your portal and in the app: importing your customer list with the consent record described in Section 22.2, setting your approval window and quiet hours, adding your Google review link, and, for maintenance plans, answering the questions about your business and the plans you want. Nxera then designs your plans, builds your plan page in your brand, and asks you to approve the plans and connect your own Stripe account. Nothing goes live until you approve it.

3.3 Stopping Texts and Closing Your Account

A request to stop Texts must be: (a) explicit and unambiguous (statements such as "I'm thinking about stopping," "this isn't working out," or "let me get back to you" do not stop anything); (b) made by an authorized representative of the Client; and (c) made with Stop texts on the Texts page of your portal, or by emailing info@getnxera.com from the email address on file with subject line "Stop Texts." An emailed request is handled by a person at Nxera support, who stops Texts for you; it is not processed automatically. You close your account with "Delete everything" (Section 6.7). Verbal communications, social-media posts, third-party intermediaries, lack of payment, lack of login activity, returned email, or any other indirect signal do not stop Texts or close your account. The timestamp of a request is the timestamp recorded by Nxera's systems on receipt. Stopping Texts takes effect at the end of the current billing period as provided in Section 5.

3.4 No Reliance on Pre-Acceptance Statements

Nxera makes no representation, warranty, or commitment outside these Terms and the Nxera Policies. Statements made during sales, marketing, demos, calls, social media, or any other pre-Acceptance communication, by anyone (including any officer, employee, contractor, or AI agent of Nxera), are illustrative only, do not bind Nxera, and are superseded by these Terms. You acknowledge that you are not relying on any such statement in entering these Terms.

4. Fees, Billing, and Payment

4.1 What You Pay

The Services are free. Nxera charges only: (a) the Plan Payment Fee on your Members' payments (Section 4.11); and (b) Texts, if you buy them, at the prices in Section 24.9, billed monthly in advance on the same calendar day each month from the day you buy them, until Texts end under these Terms. There is no monthly fee for the Services and no setup fee.

4.2 Authorization to Charge

You authorize Nxera and its payment processor (currently Stripe, Inc.) to charge your designated payment method, including any replacement or successor payment method on file, for all amounts due for Texts, including their monthly fees, carrier fees, texts over the included number, chargeback recovery, collection costs, taxes, and any other authorized charge. This authorization continues until Texts end under these Terms and you pay all amounts owed in full.

4.3 Payment-Method Maintenance

You are responsible for maintaining a current, valid, and chargeable payment method on file. Failure to do so does not suspend, reduce, or excuse your payment obligations for any billing period that has begun.

4.4 Currency, Taxes, Fees, Withholding

All charges are stated in U.S. Dollars and are exclusive of all sales, use, value-added, withholding, and similar taxes, which Nxera will collect where required by law. You are responsible for paying any such taxes. If withholding is required by law, you will gross up payments so that Nxera receives the full invoiced amount net of withholding. Any bank fees, currency-conversion fees, or wire fees are your responsibility.

4.5 Failed Payments

If a Texts charge fails for any reason: (a) Stripe may retry the payment under its retry schedule, including on another payment method on file, and Texts keep working while it retries; (b) when Stripe ends the Texts subscription after its retries, Texts end as Section 24.9 describes; and (c) Nxera may treat continued non-payment for thirty (30) days as a material breach permitting termination and pursuit of collection for the unpaid period. The end of Texts for non-payment does not excuse the fee for any billing period that has begun.

4.6 Disputed Charges

You must notify Nxera in writing of any disputed charge within sixty (60) days of the charge date by emailing info@getnxera.com with subject line "Disputed Charge." After sixty (60) days, the charge is conclusively deemed accurate, accepted, and final, and you waive any right to dispute it.

4.7 No Chargebacks Without Prior Resolution

You agree not to initiate any chargeback, payment-method dispute, ACH reversal, or similar action with your bank, card issuer, or other payment provider without first attempting in good faith to resolve the matter directly with Nxera in accordance with Section 4.6 and waiting at least thirty (30) days after Nxera's written response. Initiating a chargeback in violation of this section is a material breach and entitles Nxera to: (a) immediate termination of the Services; (b) recovery of the disputed amount; (c) a chargeback-handling fee of US$50 per chargeback; (d) recovery of all reasonable collection costs and attorneys' fees; (e) report the matter to credit bureaus and collections agencies; (f) include the chargeback as evidence of breach in any subsequent dispute. You waive any defense to such recovery based on the bank's or card issuer's resolution of the chargeback.

4.8 Price Changes

Nxera may change its pricing, including the Plan Payment Fee and the prices of Texts, on at least thirty (30) days' notice. A price change applies on the first billing day following the notice period. If you do not accept a price change, your sole remedy is to stop Texts effective at the end of the current billing period, or to close your account. Continued use of the Services after the price change takes effect constitutes Acceptance.

4.9 Invoices and Receipts

Stripe-generated receipts sent to your email serve as your invoices for Texts, and Stripe's billing page, opened from Billing in your portal, holds your invoice history. Nxera does not separately issue paper invoices.

4.10 No Set-Off

You may not withhold, set off, or reduce any payment owed to Nxera based on any claim, dispute, counterclaim, or alleged breach by Nxera. All amounts owed must be paid in full when due, and any Client claim against Nxera must be pursued separately under Section 16.

4.11 The Plan Payment Fee

When a Member pays for one of your plans, the payment is made on your own Stripe account (Section 23.2) and Nxera keeps a fee of 2.5% of the payment plus US$1 (the "Plan Payment Fee"). Stripe takes the fee from each payment for Nxera as a percentage of the plan's price: 2.5% plus US$1 expressed as a percentage of that price, rounded down to two decimal places. Stripe applies the percentage to the payment after any discount, so a discounted payment carries a smaller fee. When you refund all or part of a Member's payment, Nxera gives back its fee on the refunded part, in the same proportion. When you close your account, Nxera removes the fee from your Members' live subscriptions before it lets your Stripe account go. If you instead disconnect your Stripe account from Nxera in Stripe, Stripe may keep taking the fee on existing subscriptions, and Nxera pays back to you what it receives that way. The Plan Payment Fee applies to Member subscriptions that start after you accept version 9.0 of these Terms or a later version. Stripe's own card fees are separate and are charged by Stripe. Members' payments themselves are not charges by Nxera and are governed by Section 23.

4.12 The Nxera App Sells Nothing

The Nxera app is free and sells nothing. Texts are bought, stopped, and billed on the Site only; the app shows whether Texts are on.

5. No Term; Texts Month to Month; No Refund Window

5.1 No Minimum Term

There is no minimum term, no initial term, and no lock-in. Your account stays open until you close it or it is terminated under Section 6. Texts run month-to-month from the day you buy them.

5.2 Stop Texts Any Time

You may stop Texts at any time under Section 3.3. Stopping takes effect at the end of the billing period in which Nxera receives the request. Texts keep working through that date and no further monthly fees are charged after it.

5.3 No Partial-Month Refunds and No Money-Back Window

Texts' monthly fees are billed in advance and are non-refundable once charged, and carrier fees are not refundable. Nxera does not offer a money-back window, a trial period, or a pro-rated refund for any part of a billing period, including the period in which you stop Texts. The narrow refund events in the Refund Policy are the only exceptions.

5.4 Closing Your Account

You may close your account at any time under Section 6.7. Closing it ends Texts at once (Section 24.9) and does not create a refund right.

5.5 Acknowledgment

You confirm that you have read this Section 5 and understand that the month-to-month structure of Texts, the timing of stopping them, and the absence of any refund window are a material part of the consideration on which Nxera prices Texts.

5.6 No Billing Pause

There is no billing pause: the Services are free, and Texts are stopped under Section 5.2. Pausing what Nxera sends for your business is covered by Section 9.6(e).

6. Termination

6.1 Ending by Client

You may close your account at any time with "Delete everything" (Section 6.7), and you may stop Texts at any time under Section 3.3 (a person at Nxera support handles an emailed request; an automatic reply may first tell you how to do it yourself in the portal, and that reply changes nothing). Stopping Texts takes effect at the end of the then-current billing period, with no further charges.

6.2 Termination by Nxera for Cause

Nxera may suspend or terminate the Services immediately, without refund of the current billing period, in any of the following circumstances: (a) Client's material breach of these Terms or any of the Nxera Policies; (b) Failure to pay any amount due for Texts for more than thirty (30) days; (c) Chargeback or payment dispute in violation of Section 4.7; (d) False, misleading, or fraudulent information provided to Nxera at any time; (e) Use of the Services for unlawful, harmful, or restricted purposes as defined in the Acceptable Use Policy, including sending to contacts without the consent described in Section 22.2; (f) Nxera's reasonable determination that continued service exposes Nxera or any third party to legal, financial, regulatory, or reputational risk, including deliverability or spam-complaint risk to Nxera's sending infrastructure; (g) Bankruptcy, insolvency, receivership, or assignment for the benefit of creditors; (h) Required by law, court order, or regulatory authority; (i) Material change in the laws governing the Services that, in Nxera's reasonable determination, makes the Services no longer commercially viable for the Client; (j) Repeated abuse of Nxera's support, AI agents, or staff (including verbal abuse, harassment, threats, or persistent bad-faith behavior); (k) Operating in violation of any prohibition in Section 2.1.

6.3 Termination by Client for Nxera's Material Breach

Because you may close your account or stop Texts at any time under Section 6.1, no separate breach procedure is required to end either. If you believe Nxera has materially breached these Terms and you want the refund described in the Refund Policy, you must: (a) provide written notice to info@getnxera.com (subject line "Notice of Material Breach") that describes the alleged breach with reasonable specificity, identifies the specific provision allegedly breached, and demands cure; and (b) allow Nxera thirty (30) days from receipt to substantially cure. Subjective dissatisfaction with drafted Customer Messages, plan designs, business outcomes, response speed, or any other matter of judgment does not constitute a material breach. A failure characterized as "material" must directly result in the Services being unusable for their intended purpose for a sustained period, not merely fall short of expectations.

6.4 Termination by Nxera for Convenience

Nxera may terminate the Services for convenience on sixty (60) days' written notice. In that case: (a) you receive a pro-rata refund of any prepaid Texts fees attributable to the period after the termination date; (b) you may export Customer Content with "Download everything" (Settings, then Your data) until the termination date, and Section 6.5(d) applies after it; (c) no further fees are due.

6.5 Effects of Termination

Upon termination for any reason: (a) Your right to access and use the Nxera Offerings ends; (b) Drafts that have not been sent expire unsent, and no further Customer Messages are drafted or sent to your customer list; Texts end as Section 24.9 describes; (c) Your plan page stays online with sign-ups paused, so no new Members can enroll. Your existing Members' plans and payments continue on your own Stripe account under your control until you or they cancel them. Until the deletion in Section 6.5(d), Nxera continues to send your Members their payment receipts, failed-payment notices (unless you disconnect your Stripe account from Nxera), the yearly renewal notice for annual plans, and confirmations of what a Member does on their member page (and the automatic note when a Member writes, if you leave it on), and holds visit reminders and the note before a Member cancels; (d) Thirty (30) days after the Services end for you, a weekly job deletes your customer list, your Members, Member messages, and the photos and attachments Members shared, so the deletion is complete within thirty-seven (37) days. Export what you want to keep before then with "Download everything" (Settings, then Your data). You may also delete sooner under Section 6.7. Deleted data cannot be recovered; (e) All accrued payment obligations survive termination and remain due in full; (f) Sections that by their nature should survive will survive (see Section 20.10); (g) These records survive any deletion: payment and tax records; Nxera's send ledger (the subject and date of each email sent, with the address replaced by a keyed hash); the entries on Nxera's bounce, complaint, and unsubscribe suppression lists, with the address or number replaced by a keyed hash, so nobody is mailed or texted again by mistake, kept for as long as Nxera operates; and consent and opt-out records, with the address or number replaced by a keyed hash and the IP address and browser details removed, kept until four (4) years after the deletion. A keyed hash can be matched against an address or number but cannot be turned back into one. In the send ledger, the suppression lists and the consent records, no address or number is kept in readable form after a deletion; payment and tax records are kept as they are.

6.6 Coming Back

You may create a new account at any time, and buy Texts again at then-current pricing. Data already deleted, or that you asked Nxera to delete, is not recoverable.

6.7 Deleting Everything

While you have an account, you may choose "Delete everything" (Settings, then Your data, on the web or in the app). The deletion is scheduled seven (7) days ahead and you may cancel it during those days; after that, everything Nxera holds for your business is deleted except the records listed in Section 6.5(g). You may also delete your Nxera app account in the app (Settings, then Account).

7. Customer Content

7.1 Definition

"Customer Content" means all materials, information, text, photographs, logos, brand assets, business descriptions, customer lists, contact records, service histories, consent records, reviews, Member records, and any other content that you, your representatives, or anyone acting on your behalf provides to Nxera, uploads to the Services, or authorizes Nxera to incorporate into any Deliverable or Customer Message.

7.2 Ownership

You retain all ownership rights in Customer Content as between you and Nxera, subject to the license you grant to Nxera below.

7.3 License to Nxera

You grant Nxera a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, copy, store, transmit, display, perform, modify, create derivative works from, distribute, and otherwise use Customer Content for any purpose related to: (a) providing the Services, including drafting and sending Customer Messages in your name; (b) maintaining backups and disaster recovery; (c) generating reports and analytics; (d) defending Nxera's legal rights; (e) complying with law; (f) improving the Services in aggregated, anonymized, or de-identified form. Nxera does not use Customer Content to train any AI model (see Section 9.8). This license survives termination to the extent necessary to fulfill the purposes above.

7.4 Client Representations

You represent and warrant that: (a) You own or have all necessary rights, licenses, consents, and permissions in Customer Content to grant the license in Section 7.3; (b) Customer Content does not infringe any third party's intellectual-property, privacy, publicity, or moral rights; (c) Customer Content is accurate, not misleading, and complies with all applicable laws including FTC endorsement guidelines; (d) Customer Content does not violate the Acceptable Use Policy; (e) Photographs of identifiable individuals, and job photos showing a customer's property, have valid releases or another lawful basis for use; (f) Reviews and testimonials reflect genuine customer experiences and contain no material misrepresentation; (g) Every contact you provide has a prior business relationship with you and has given the consent described in Section 22.2, and your contact data does not violate the CAN-SPAM Act, the TCPA, or any equivalent law; (h) Customer Content does not contain any sensitive personal data (including health, financial-account, government-identifier, biometric, or children's data) except as expressly authorized in writing by Nxera.

7.5 Client-Sourced Inaccuracies

You acknowledge that Nxera may rely on Customer Content without independent verification. Nxera is not responsible for inaccuracies, errors, omissions, exaggerations, or misrepresentations in any Deliverable or Customer Message that are sourced from Customer Content, including AI-drafted copy that elaborates on the business information you provide. You are solely responsible for reviewing every Customer Message before you approve it, the notices you leave switched on under Section 22.3(b), and every plan design before you approve it.

You are solely responsible for the accuracy, legality, and regulatory compliance of business information, offers, pricing, and service descriptions you provide, and you agree to indemnify and hold Nxera Digital LLC harmless from third-party claims arising from content you supplied.

7.6 Client Indemnification of Customer Content

You will defend, indemnify, and hold harmless Nxera from any third-party claim arising from Customer Content, in accordance with Section 13.

8. Nxera Intellectual Property

8.1 Definition

"Nxera IP" means all intellectual-property rights and proprietary materials owned by or licensed to Nxera, including: the Site; the Nxera Offerings as a whole; all software, source code, object code, algorithms, AI prompts and prompt libraries, message templates and tone packs, plan-design methodologies, scoring systems, and metrics; all page templates, design systems, component libraries, fonts (where Nxera-licensed), color systems, and visual assets; the "Nxera," "NxEra," "getnxera," and related brand names, logos, taglines, and trade dress; all documentation, marketing materials, training data, and aggregated analytics; and all derivative works, modifications, improvements, and translations of any of the foregoing.

8.2 Reservation of Rights

Nxera and its licensors retain all right, title, and interest in Nxera IP. Nothing in these Terms transfers ownership of Nxera IP to you. All rights not expressly granted to you are reserved.

8.3 Limited License to Deliverables

Subject to your continued compliance with these Terms and your payment in full when due of any amount you owe Nxera, Nxera grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Deliverables solely for the operation of your business while your account is open. Customer Messages sent in your name and the plan terms you approve are yours to use with your customers. The plan page, its templates, and the underlying code remain Nxera IP and are licensed, not sold; Nxera may at any time modify, replace, or restructure the templates, components, and code that produce them.

8.4 No Standalone Code Deliverable

Nxera does not deliver source code, design files, or a hosted copy of your plan page for use outside Nxera's infrastructure. The Services are a hosted offering, not a custom-development engagement.

8.5 Restrictions on Use

You shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas of any portion of the Nxera IP; (b) scrape, crawl, harvest, or extract any data from the Nxera Offerings other than Customer Content you originally provided; (c) train, fine-tune, evaluate, benchmark, or test any AI model, language model, machine-learning system, or competing tool using outputs from the Nxera Offerings; (d) build a competing product or service using insights, design patterns, or methodologies derived from the Nxera Offerings; (e) copy, mirror, frame, embed, resell, sublicense, or rent the Nxera Offerings; (f) remove, alter, or obscure any proprietary notice; (g) use the Nxera Offerings to provide services to any third party other than as incidental to operating Client's own business; (h) circumvent any technical or contractual access restriction; (i) introduce any malicious code, vulnerability scanner, or load-testing tool against the Nxera Offerings without prior written consent; (j) use the Nxera Offerings in any way that violates the Acceptable Use Policy.

8.6 Feedback

If you provide feedback, suggestions, ideas, requests, or recommendations to Nxera, you grant Nxera a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, modify, exploit, and incorporate the feedback into any Nxera product or service, without compensation, attribution, or any obligation to you.

8.7 Trademark Use

"Nxera" and the Nxera logos are trademarks of Nxera Digital LLC. You may use them only as expressly permitted in writing. Nothing in these Terms grants you any trademark license.

8.8 Portfolio and Marketing

Nxera may identify you as a customer and use your business name and logo in Nxera's marketing materials, case studies, sales decks, investor materials, and portfolio. Nxera will not publish your customer list, your Member list, or the content of your Customer Messages. You may opt out of public-facing marketing by emailing info@getnxera.com with subject line "Marketing Opt-Out." Opting out of public marketing does not affect Nxera's right to: (a) reference you in confidential investor or M&A communications; (b) disclose customer relationships under legal compulsion; (c) use aggregated, anonymized data about your usage in analytics, benchmarks, or research.

8.9 No AI Training on Nxera IP

You shall not use any output of the Nxera Offerings (including drafted Customer Messages, plan designs, reports, prompts you observe, or any other Deliverable) as input, training data, fine-tuning data, evaluation data, or context for any AI model or system, except as strictly necessary for your own internal business operations. This restriction expressly survives termination.

8.10 Custom Domains

Custom domains that Nxera registers for your plan page are registered to and owned by Nxera and are licensed to Client for use while Client's account remains open. When the account closes, Nxera may, at its discretion, offer to transfer the domain to Client.

9. Service Availability, Maintenance, and Third Parties

9.1 No SLA

Nxera does not provide any service-level agreement or any commitment regarding uptime, availability, response time, delivery time of Customer Messages or of any text message, throughput, or performance. Nxera will use commercially reasonable efforts to maintain reliable Services but does not guarantee uninterrupted, error-free, or continuously available operation. Outages, slowdowns, downtime, and transient errors are an expected part of any internet-based service and are not breaches of these Terms.

9.2 Scheduled and Emergency Maintenance

Nxera may perform scheduled maintenance, with or without notice, that temporarily suspends the Services. Nxera may perform emergency maintenance without notice to address security vulnerabilities, outages, or other urgent matters.

9.3 Third-Party Dependencies

The Nxera Offerings depend on third-party providers, including but not limited to Stripe, Vercel, Supabase, Anthropic, OpenAI, Resend, Cloudflare, Google, Apple, Expo, and, when texting or WhatsApp is switched on, Twilio, Telnyx, and Meta, and the underlying public-internet infrastructure. Nxera is not responsible for any failure, downtime, latency, data loss, content moderation, policy change, model deprecation, price increase, or other action by any third-party provider, even if it materially affects the Services. If a third-party provider terminates or materially changes its offering, Nxera will use commercially reasonable efforts to migrate to a substitute, but is not liable for any interim disruption.

9.4 AI Model Variability

You acknowledge that AI models change continuously, that AI outputs are non-deterministic and may vary between identical requests, that AI models may make factual errors, and that AI-drafted Customer Messages and plan designs need your review. Nxera does not warrant the accuracy, completeness, or non-infringement of any AI-generated output, which is why every drafted Customer Message and every plan design waits for your approval. The notices that send without your approval (Section 22.3(b)) use set wording, not drafts written by AI.

9.5 Force Majeure

Section 15 applies in full to availability and performance issues caused by events beyond Nxera's reasonable control.

9.6 Sending Controls

Nxera applies these sending controls, each to the messages named: (a) Frequency. A message to a customer on your list, and a message the assistant sends to several Members, goes to one person at most once every forty-eight (48) hours from your business across email, text, and WhatsApp, and no more often than your monthly cap per customer (two (2) unless you change it; zero means no monthly limit). A draft to your list that would break the forty-eight-hour limit is held and released when it is allowed; a draft that would break the monthly cap expires unsent and is noted in your activity log; a Member over the limit is left out of that message. These limits do not apply to notices about a Member's own plan, payments, or visits, or to a message you send to all your Members. (b) Quiet hours. Drafts to your customer list are not released during your quiet hours, which are 8:00 p.m. to 8:00 a.m. in your time zone unless you change them. Marketing texts also follow the hours in Section 24.7. (c) Bounces and complaints. Nxera does not send marketing or follow-up email to an address that hard-bounced or complained; required billing notices to a Member (receipts, failed-payment notices, the renewal notice) are still attempted. If your business's own email draws complaints or hard bounces past Nxera's thresholds, Nxera holds your marketing and follow-up mail for seventy-two (72) hours. (d) Global pause. Nxera may pause sending for all businesses when deliverability or compliance signals warrant it. (e) Your pause. While your account is paused, by asking the assistant to pause everything or from Settings, nothing new is drafted or sent to your customer list, and drafts already waiting stay in your Inbox and resume when the pause ends. Visit reminders and the note before a Member cancels are held, and your plan page takes no new sign-ups. These still go during any pause: receipts, failed-payment notices, the yearly renewal notice, welcome mail, confirmations of what a Member did, the automatic note when a Member writes, and replies to STOP and HELP. A pause is not a breach of these Terms and does not create a refund right.

9.7 Free Competitive Scan

The free competitive scan offered on the Site reports what third-party AI platforms said when asked customer-style questions about businesses in a market at the time of the scan. It is informational only, is not part of any paid Service, carries no warranty, and may be discontinued at any time.

9.8 The Assistant and AI Providers

(a) What it does. The Services include an AI assistant. Anthropic's Claude models draft messages and plan designs, answer you, sort and summarize incoming customer and Member messages, check drafts for review incentives, write your morning briefing, and ask the questions in the free scan. OpenAI and Google (Gemini) are asked the free scan's questions. To do a task, Nxera sends the provider your business's facts, the message context, and the customer names and message text that task needs. (b) What it cannot do on its own. The assistant does not send, charge, refund, change a live price, publish, or delete on its own. It records facts you tell it; anything else it proposes is a card you confirm. Every message it drafts waits for your approval under Section 22.3. (c) No training. Under Anthropic's Commercial Terms, Anthropic may not train models on the content Nxera sends it; Anthropic deletes API inputs and outputs within thirty (30) days (up to two (2) years for content flagged for a usage-policy violation). OpenAI does not use API data to train models unless the customer opts in, and keeps abuse-monitoring logs for up to thirty (30) days. Google does not use prompts and responses to its paid Gemini API to improve its products and logs them for a limited time only to detect abuse. Nxera has not opted in to training with any provider. The facts the assistant keeps about your business are used only for your business and do not train any model. (d) Limits. The assistant answers up to sixty (60) turns an hour and three hundred (300) a day for each business, within a spending cap per business. (e) Tax identifiers. The assistant removes anything that looks like a tax identification number from chat before storing or reading it. Enter your EIN only on the texting registration page (Section 24.7).

10. Modifications to the Services and Terms

10.1 Changes to the Services

Nxera may add, modify, suspend, deprecate, or remove features, automations, integrations, or other aspects of the Services at any time. Material removals of features you use will be communicated with at least thirty (30) days' notice.

10.2 Changes to These Terms

Nxera may update these Terms from time to time. Each change is posted on the Site with a new version number and effective date, and Nxera emails active Clients about material changes before they take effect. Your continued use of the Nxera Offerings after the effective date constitutes Acceptance. If you do not accept the updated Terms, your sole remedy is to cancel under Section 6.1.

10.3 No Oral or Side Modifications

No modification, amendment, waiver, or release of any provision of these Terms is binding on Nxera unless it is (a) in writing, (b) signed by an authorized officer of Nxera, and (c) explicitly identifies the provision being modified. Statements by sales personnel, AI agents, support staff, partners, contractors, or any other person purporting to modify these Terms are non-binding. Course of dealing, course of performance, or trade usage does not modify these Terms.

11. Disclaimers and No Guarantee of Outcomes

11.1 As-Is, As-Available

THE NXERA OFFERINGS, THE SITE, ALL DELIVERABLES, ALL CUSTOMER MESSAGES, ALL AI-GENERATED CONTENT, AND ALL INFORMATION PROVIDED BY NXERA ARE FURNISHED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." NXERA EXPRESSLY DISCLAIMS, AND CLIENT EXPRESSLY WAIVES, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, COMPATIBILITY, SECURITY, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

11.2 No Outcome Guarantee

NXERA MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF ANY SPECIFIC OUTCOME, INCLUDING WITHOUT LIMITATION: repeat bookings; plan enrollments; renewals; reviews received or their content; email or text engagement; customer retention; revenue; profitability; brand perception; or any other commercial, marketing, or business metric. Past performance does not predict future performance.

11.3 No Professional Advice

Nxera is not a law firm, accounting firm, financial advisor, or licensed professional in any field. The Services do not constitute legal, accounting, tax, financial, marketing, regulatory, medical, or any other professional advice. Any guidance, recommendations, AI-generated content, or commentary provided by Nxera (including plan designs, drafted Customer Messages, AI agents, or support communications) is general information only. You are solely responsible for: (a) consulting qualified professionals where appropriate; (b) all business, regulatory, licensing, sales-tax, and pricing decisions for the service plans you sell; (c) the legality and appropriateness of any Customer Message you approve or allow to send.

11.4 No Endorsement of Third-Party Content

Deliverables may reference, link to, or display content from third parties. Nxera does not endorse, verify, or guarantee any third-party content.

11.5 Beta and Experimental Features

Features designated as "beta," "preview," "experimental," "coming," or similar are provided AS-IS with no warranties whatsoever and may be modified or discontinued at any time without notice or liability.

11.6 Statutory Floor

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DISCLAIMERS IN THIS SECTION 11 APPLY TO THE FULLEST EXTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN THOSE JURISDICTIONS, NXERA'S WARRANTIES ARE LIMITED TO THE MINIMUM PERMITTED BY LAW.

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NXERA, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, LICENSORS, SUB-PROCESSORS, AND PAYMENT PROCESSORS WILL NOT BE LIABLE FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES; (B) LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST GOODWILL, OR LOST DATA; (C) BUSINESS INTERRUPTION, LOSS OF USE, OR COSTS OF SUBSTITUTE SERVICES; (D) DAMAGES ARISING FROM ANY THIRD-PARTY ACT OR FAILURE; OR (E) DAMAGES THAT WERE NOT REASONABLY FORESEEABLE, IN EACH CASE EVEN IF NXERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY IS HELD TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12.2 Liability Cap

NXERA'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE NXERA OFFERINGS OR THESE TERMS, REGARDLESS OF THE FORM OF ACTION (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, FRAUD, MISREPRESENTATION, INDEMNITY, BREACH OF WARRANTY, OR ANY OTHER THEORY), IS LIMITED IN THE AGGREGATE TO THE GREATER OF: (A) THE TOTAL AMOUNT YOU ACTUALLY PAID TO NXERA UNDER THE SUBSCRIPTION GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). MULTIPLE CLAIMS DO NOT ENLARGE THE CAP.

12.3 Basis of the Bargain

You acknowledge that the limitations in this Section 12 are an essential basis of the bargain, that pricing of the Services would be substantially higher absent these limitations, and that you have had a meaningful opportunity to consider these limitations.

12.4 Carve-Outs

The exclusions and cap in this Section 12 do not apply to: (a) Client's payment obligations; (b) Client's indemnification obligations under Section 13; (c) Client's breach of Section 8 (Nxera IP) or the Acceptable Use Policy; (d) liability that cannot be excluded under applicable law (in which case liability is limited to the minimum permitted).

12.5 Aggregation

The cap in Section 12.2 applies to all claims by Client and its Affiliates, employees, agents, and successors in the aggregate, not separately per claim, per claimant, or per category of damage.

13. Indemnification

13.1 Indemnification by Client

You will defend, indemnify, and hold harmless Nxera, its Affiliates, and their respective officers, directors, employees, agents, contractors, and licensors from and against any and all claims, demands, suits, actions, proceedings, damages, losses, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees, expert fees, and court costs) (collectively, "Losses") arising out of or related to: (a) Customer Content; (b) Your business operations, products, or services, including the service plans you sell to Members and the visits you owe them; (c) Your use of the Nxera Offerings in violation of these Terms or any law; (d) Your breach of any representation, warranty, covenant, or obligation in these Terms; (e) Your violation of any third party's rights, including intellectual-property, privacy, publicity, or contract rights; (f) Any Customer Message sent at your direction or that you approved, and any notice sent under Section 22.3(b) or under settings you chose; (g) Any tax, regulatory, licensing, or professional-credential matter related to your business, including sales tax on the service plans you sell; (h) Any review, testimonial, claim, statistic, or representation in Customer Content that is false, misleading, deceptive, or unsubstantiated; (i) Any claim by a person whose data you provided to Nxera (including customers, Members, and employees); (j) Your violation of the Acceptable Use Policy; (k) Any third party's reliance on Customer Content or a Deliverable incorporating Customer Content.

13.2 Procedures

Nxera will give you prompt written notice of any claim subject to indemnification (provided that failure to give prompt notice does not relieve you of your obligation except to the extent prejudiced). Nxera may, at its option and at your expense, take control of the defense and settlement of any indemnified claim. You will not settle any claim that imposes any obligation on Nxera, admits any liability of Nxera, or restricts Nxera's future conduct, without Nxera's prior written consent. You will reasonably cooperate with Nxera's defense.

13.3 No Indemnification by Nxera

Except where required by law that cannot be waived, Nxera does not provide any indemnification to Client. The Services are provided AS-IS without indemnification. This allocation of risk is a material part of the consideration.

14. Confidentiality

14.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other, in any form, that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Nxera's Confidential Information includes, without limitation: the Nxera IP; pricing not publicly displayed; AI prompts and prompt strategies; methodologies; product roadmaps; business plans; financial data; customer lists; the existence and content of these Terms (other than as required to defend against a claim); and any communications with Nxera staff or AI agents that are not intended for public distribution. Client's Confidential Information includes its customer list and Member records.

14.2 Obligations

The receiving party will: (a) protect Confidential Information using at least the same care it uses for its own Confidential Information of similar importance, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its representatives who have a need to know and who are bound by confidentiality obligations at least as strict as these; (c) not use Confidential Information except for purposes related to these Terms.

14.3 Exceptions

Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known before disclosure; (c) was rightfully received from a third party without confidentiality obligations; or (d) was independently developed without use of the disclosing party's Confidential Information.

14.4 Compelled Disclosure

A receiving party may disclose Confidential Information if compelled by valid legal process, provided it gives the disclosing party prompt notice (where legally permissible) and reasonable cooperation in seeking a protective order.

14.5 Survival

Confidentiality obligations survive termination indefinitely for trade secrets and for five (5) years for other Confidential Information.

15. Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations, which are not excused) caused by circumstances beyond its reasonable control, including without limitation: acts of God, war, terrorism, civil unrest, pandemic, government action or failure, court order, sanctions, embargo, internet or power outages, telecommunications failures, third-party service failures, email carrier outages or blocking, mobile carrier or messaging-aggregator filtering, blocking, throttling, or campaign suspension, AI-platform outages, AI-platform model deprecations or material model changes, AI API price shocks, denial-of-service attacks, cybersecurity incidents, labor disputes, supply-chain disruptions, fire, flood, earthquake, hurricane, or other natural disasters. The affected party will use commercially reasonable efforts to mitigate the impact and resume performance promptly. If a force-majeure event continues for more than ninety (90) consecutive days, either party may terminate the affected portion of the Services on written notice, and Nxera will refund the pro-rata portion of any prepaid fee attributable to the affected period.

16. Dispute Resolution, Arbitration, and Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES BINDING INDIVIDUAL ARBITRATION OF DISPUTES, WAIVES YOUR RIGHT TO A JURY TRIAL, AND PROHIBITS CLASS, COLLECTIVE, AND REPRESENTATIVE PROCEEDINGS. IT ALSO REQUIRES YOU TO BRING ANY CLAIM WITHIN ONE YEAR.

16.1 Informal Resolution Required First

Before initiating arbitration or any legal proceeding, the disputing party must send a written "Notice of Dispute" to the other party that (a) describes the dispute with reasonable specificity, (b) identifies the relief sought, and (c) provides a phone number for good-faith discussion. Notice to Nxera must be sent to info@getnxera.com with subject line "Notice of Dispute." The parties will attempt to resolve the dispute informally and in good faith for at least sixty (60) days. Only after the sixty (60) day period may either party initiate arbitration.

16.2 Binding Arbitration

Any dispute, claim, controversy, or matter arising out of or relating to these Terms, the Nxera Policies, the Nxera Offerings, or the relationship between the parties (a "Dispute") that is not resolved informally will be resolved exclusively through binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures (and the Consumer Arbitration Rules where applicable), and not in court. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

16.3 Arbitration Procedures

The arbitration will be conducted by a single neutral arbitrator who has substantial commercial-law experience.
The arbitration will be seated in Miami-Dade County, Florida, and conducted in English; either party may request that proceedings occur by video conference.
The arbitrator has exclusive authority to resolve any threshold issue concerning the arbitrability, validity, scope, or enforceability of this arbitration agreement, except that a court has exclusive authority over the enforceability of the class-action waiver in Section 16.5.
The arbitrator may award any remedy a court could award, subject to the limitations in these Terms.
The arbitrator's award is final, binding, and may be entered as a judgment in any court of competent jurisdiction.
Each party bears its own attorneys' fees and costs unless the arbitrator awards them otherwise.

16.4 Jury-Trial Waiver

EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, THE NXERA POLICIES, OR THE NXERA OFFERINGS. This waiver applies to any Dispute that, despite Section 16.2, is litigated in court (for example, in small-claims court under Section 16.6, or if the arbitration provision is held unenforceable in part).

16.5 Class-Action Waiver

YOU AND NXERA AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. NO ARBITRATOR OR COURT HAS THE POWER TO HEAR CLAIMS ON A CLASS OR REPRESENTATIVE BASIS. If this class-action waiver is held unenforceable as to a particular claim or remedy, only that claim or remedy will proceed in court; the rest of the arbitration agreement remains in effect.

16.6 Exceptions

Either party may bring an individual action in small-claims court for Disputes within that court's jurisdictional limit. Nxera may seek injunctive or other equitable relief in any court of competent jurisdiction (a) to protect its intellectual property; (b) to prevent unauthorized use of the Nxera Offerings; (c) to enforce Section 8; (d) to enforce the Acceptable Use Policy; or (e) for collection of undisputed amounts owed.

16.7 Right to Opt Out of Arbitration

You have thirty (30) days from your first Acceptance to opt out of the arbitration agreement (Section 16.2 and 16.5) by sending written notice to info@getnxera.com with subject line "Arbitration Opt-Out" containing your full name, business name, account email, and an unambiguous statement of intent to opt out. A timely opt-out is effective as to that account only. Opting out does not affect any other provision of these Terms, including the jury-trial waiver, the venue selection, or the limitations period.

16.8 One-Year Limitations Period

Any Dispute must be commenced within one (1) year after the cause of action accrues, regardless of any longer statutory limitations period that would otherwise apply. Disputes commenced after one year are permanently barred.

16.9 Confidentiality of Arbitration

The existence, content, and result of any arbitration are confidential, except as necessary to enforce or defend the award.

17. Governing Law, Venue, and International

17.1 Governing Law

These Terms and any Dispute are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue

For any action that is not subject to arbitration under Section 16, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida. Each party irrevocably waives any objection to such jurisdiction or venue (including any objection based on inconvenient forum).

17.3 International Use

Nxera currently provides the Services only to Clients located in the United States. If you access or use the Nxera Offerings from outside the United States, you do so on your own initiative and at your own risk and you are responsible for compliance with local law. You represent that you will not direct the Services or any Customer Message into any jurisdiction subject to U.S. sanctions or to any restricted party. Nxera reserves the right to expand availability to other jurisdictions and to publish jurisdiction-specific terms at that time. International expansion does not modify this Section 17.

18. Notices and Communications

18.1 Consent to Electronic Communications

You consent to receive all communications from Nxera electronically, including by email, in-product messages, and notices posted on the Site. You agree that all notices, disclosures, and communications Nxera provides electronically satisfy any legal requirement that they be in writing.

18.2 Notices to You

Nxera may send notices to the email address associated with your account. Notices are deemed received on the calendar day Nxera sends them, regardless of when you actually open the email. You are responsible for keeping your email address current; failure to receive a notice because your email address is out of date or your inbox is full does not invalidate the notice.

18.3 Notices to Nxera

Notices to Nxera must be sent to info@getnxera.com (with the subject line specified in the relevant section, if any) and are deemed received on the next business day after Nxera's email server receives them.

18.4 Marketing Communications

By subscribing you consent to receive transactional and marketing communications from Nxera by email. Consent to receive Marketing Texts is separate. It is never given by subscribing, by purchasing, or by accepting these Terms, it is never a condition of any purchase, and it is obtained only through the dedicated opt-in described in Section 24. You may unsubscribe from marketing communications at any time using the unsubscribe link in those messages. You may not unsubscribe from transactional communications (billing, security, account, review digests, legal notices) while you remain a Client.

19. Compliance, Sanctions, and Anti-Bribery

19.1 Compliance with Law

You will comply with all applicable laws and regulations in your use of the Nxera Offerings and operation of your business, including without limitation: the TCPA and its rules on text messages, the CAN-SPAM Act, the FTC Act and FTC endorsement guidelines (including the rules on soliciting and displaying consumer reviews), advertising laws, professional licensing requirements, consumer-protection laws, automatic-renewal laws that apply to the service plans you sell, tax laws, and all anti-discrimination, anti-fraud, and antitrust laws.

19.2 Sanctions and Export Controls

You represent and warrant that: (a) you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. economic sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine); (b) you are not on the U.S. Treasury Department's Specially Designated Nationals List, the U.S. Department of Commerce's Denied Persons List, or any other restricted-parties list; (c) you will not use the Nxera Offerings in violation of any U.S. or other applicable export-control or sanctions law.

19.3 Anti-Bribery

You will comply with the Foreign Corrupt Practices Act, the UK Bribery Act, and all other applicable anti-bribery and anti-corruption laws. You will not, directly or indirectly, offer or accept any improper payment in connection with the Nxera Offerings.

19.4 No Professional Advice

Section 11.3 applies in full.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Nxera Policies and any Order, constitute the entire agreement between you and Nxera regarding the Nxera Offerings and supersede all prior or contemporaneous agreements, communications, proposals, and representations, whether oral or written. No prior or contemporaneous oral statements or written communications form part of the agreement, and you acknowledge that you have not relied on any such statement or communication.

20.2 Order of Precedence

Section 1.4 applies.

20.3 Assignment

You may not assign or transfer these Terms or any rights or obligations under them, by operation of law, change of control, sale of substantially all assets, merger, or otherwise, without Nxera's prior written consent. Any attempted assignment without consent is void from inception. Nxera may freely assign these Terms, including in connection with any merger, acquisition, reorganization, financing, or sale of assets, without notice or consent. These Terms bind and benefit the parties and their permitted successors and assigns.

20.4 Severability and Reformation

If any provision of these Terms is held invalid, illegal, or unenforceable in whole or in part, the remaining provisions remain in full force and effect, and the invalid, illegal, or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' intent. If reformation is not possible, the offending provision will be severed and the remainder will continue.

20.5 No Waiver

A failure or delay by Nxera in enforcing any provision is not a waiver of its right to enforce that provision later or any other provision. Any waiver must be in writing, signed by an authorized officer of Nxera, and explicitly identify the provision waived and the scope of the waiver. A waiver in one instance does not constitute a waiver in any other.

20.6 No Agency, Partnership, or Joint Venture

Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship between you and Nxera. Nxera acts as your service provider for sending Customer Messages and hosting your plan page; it is not a party to any contract between you and your customers or Members.

20.7 No Third-Party Beneficiaries

Except for the Nxera indemnitees identified in Section 13.1, there are no third-party beneficiaries of these Terms.

20.8 Equitable Relief in Favor of Nxera

You acknowledge that any breach by you of Section 8 (Nxera IP), Section 14 (Confidentiality), or the Acceptable Use Policy may cause irreparable harm to Nxera for which monetary damages would be inadequate. Nxera is entitled to seek temporary, preliminary, and permanent injunctive relief and other equitable remedies in any court of competent jurisdiction without posting a bond.

20.9 Counterparts and Electronic Signatures

These Terms may be accepted by clicking, electronic signature, or any other manifestation of assent. Electronic acceptance has the same force and effect as a handwritten signature.

20.10 Survival

Sections that by their nature should survive will survive any termination or expiration, including without limitation Sections 1, 4 (with respect to amounts owed), 5, 7 (with respect to existing license grants), 8, 11, 12, 13, 14, 15, 16, 17, 18, 19, 23 (with respect to Member payments already made), 24, and this Section 20.

20.11 Headings; Examples

Section headings are for convenience only and do not affect interpretation. Examples and illustrations are non-limiting.

20.12 Independent Acceptance of Each Provision

You acknowledge that each provision of these Terms is bargained-for consideration and independently enforceable. You will not argue that any provision is severable from the others to escape the others. If you nevertheless argue that a provision is unenforceable, the rest of these Terms remains binding.

20.13 Reliance

Nxera enters into these Terms in reliance on your representations, warranties, and covenants. Any breach is grounds for termination and damages.

21. Contact

Nxera Digital LLC 390 NE 191st St STE 59620 Miami, FL 33179 info@getnxera.com

22. The Services

22.1 Service Descriptions

(a) Follow-ups. Nxera drafts Customer Messages by email (and by text or WhatsApp where Section 24.7 allows) to the customers you provide, in your business name, from the automations you switch on: a thank-you after each visit you log, a review request a few days after a visit, check-ins, win-back notes, service anniversaries, reminders when a scheduled service comes due, seasonal and weather notes, one invitation to your maintenance plans, and offers you attach. Each draft waits in your Inbox for your approval; you may edit, approve, or skip it, and a draft you have not approved by its send time expires unsent.

(b) Maintenance plans. Nxera designs your maintenance-plan tiers, pricing, and inclusions from your intake; builds and hosts a plan page in your brand where your customers enroll and pay; gives each Member a member page; and sends your Members, in your name, the notices listed in Section 22.3(b), with visit reminders and the note before a Member cancels waiting for your approval unless you let them send on their own. The plan page goes live only after you approve the plans and connect your own Stripe account.

22.2 Client Warranties; Sender of Record

You warrant that you have a prior business relationship with, and lawful consent to contact, every contact you provide; that you record the basis of that consent when you import or add a contact; that your contact data is accurate; and that you will honor customer opt-outs received outside the Services by removing those contacts. Nxera acts as your service provider; you are the sender of record of every Customer Message. Every marketing email in your name carries your business name, your postal address, and a visible one-click unsubscribe; Nxera does not release a draft that is missing the street address, ZIP code, or unsubscribe link. An unsubscribe applies to your business only, and Nxera honors it and a STOP reply to a text. Notices about a Member's own plan and payments (receipts, failed-payment notices, the renewal notice, and confirmations) are transactional and carry no unsubscribe link. Nxera applies the controls in Section 9.6 as described there and does not offer or deliver incentives in exchange for reviews.

22.3 Approval and What Sends on Its Own

(a) Approval first. Every message Nxera drafts to a customer on your list, every message the assistant drafts to Members, every message to all your Members, offers and coupons, review requests, changes to plans and prices, and publishing wait for your yes. A draft you have not approved by its send time expires unsent. Your approval window is a setting from one (1) to one hundred sixty-eight (168) hours (twenty-four (24) unless you change it). Approval cannot be turned off. (b) What sends without your approval of each message. (1) payment receipts to Members; (2) the welcome mail when someone joins a plan; (3) failed-payment notices to Members, on days 1, 4, and 10 after a failed charge; (4) the yearly renewal notice for annual plans, about thirty (30) to forty-five (45) days before renewal, which no pause holds; (5) confirmations of what a Member did themselves (a visit request received, a visit they booked, a cancellation or a decision to keep their plan, a new sign-in link they asked for); (6) the automatic note when a Member writes to you, unless you switch it off under Follow-ups, then We got your message; (7) the Member's notice after you answer a visit request, your answer being the approval; (8) replies to STOP and HELP texts; and (9) only if you tick "Send visit reminders and the note before a member cancels without asking me," visit reminders and the note before a Member cancels. You are responsible for these notices as you are for messages you approve. (c) Review requests. While the review-request automation is on, a review request is drafted after each visit you log, and it waits for your approval like any other draft. You may skip one only for a reason that is not about the customer's satisfaction (the customer asked not to be contacted, no visit happened, or it is a duplicate), and the reason is recorded. No review request can carry a discount, coupon, or other incentive. (d) Your settings. Your approval window, your quiet hours, your monthly cap per customer, the automatic note to Members, and the visit-reminder setting in Section 22.3(b)(9) are settings you control.

22.4 Billing

The Services are free. Section 4 covers the Plan Payment Fee and Texts.

23. White-Label Pages and Mail; Member Payments

23.1 Your Name, Nxera's Infrastructure

Your plan page, your Members' manage pages, and every Customer Message are shown and sent in your business name and brand. Nxera is the processor and hosting provider behind them. Your plan page carries your brand, not Nxera's; its web address is on getnxera.com unless you connect a domain of your own. Email is sent from your own verified domain when you have one, and otherwise from Nxera's sending domain in your business name; texts and WhatsApp messages come from your own registered number or sender (Section 24.7). You are responsible for the content you approve for those pages and messages.

23.2 Member Payments on Your Stripe Account

Member payments for your service plans are processed on your own Stripe account through Stripe Connect. Stripe's processing fees apply and are charged by Stripe, and Stripe takes the Plan Payment Fee for Nxera from each payment as Section 4.11 describes. Nxera is not a party to transactions between you and your Members, does not hold your Members' funds, and is not responsible for the delivery of the services you sell through your plans. Refunds, disputes, and chargebacks for plan payments are handled through your Stripe account under Stripe's terms; a refund gives back Nxera's fee on the refunded part under Section 4.11.

23.3 Your Plans Are Your Contract

You are solely responsible for the terms, pricing, renewal disclosures, fulfillment, sales tax, and legality of the service plans you offer through your plan page, and for performing the visits and services your plans include. The plan terms shown to Members are the terms you approved.

23.4 Member Data

Member records (names, contact details, service addresses, plan status, messages, and photos Members choose to share) are Customer Content under Section 7 and Customer Personal Data under the Data Processing Addendum. Nxera processes them only to run your plans and to send Customer Messages in your name.

24. Text Messages

24.1 Separate, Express Opt-In

Nxera sends Marketing Texts only to a mobile number whose Messaging Recipient affirmatively ticked a dedicated, unchecked text-message box and was shown, at that moment, who is sending, that messages may be sent by automated means, that consent is not a condition of any purchase, that message frequency varies, that message and data rates may apply, and how to opt out and get help. Consent to Marketing Texts is never bundled with these Terms, with a purchase, or with any other consent. Nxera records the wording shown, its version, the date and time, and the number consented to, and keeps that record as described in the Privacy Policy.

24.2 The Program

Marketing Texts are a single program in Nxera's own name promoting the Nxera Offerings. As of the effective date of this version, the text-message box is not offered and Nxera sends no Marketing Texts; this Section 24 (other than Section 24.7) applies once it does. Nxera sends no more than four (4) Marketing Texts to any number in a calendar month. Nxera does not send Marketing Texts before 8:00 a.m. or after 8:00 p.m. in the recipient's time zone. Nxera does not text a number for which it holds no opt-in record.

24.3 Opting Out

A Messaging Recipient may withdraw consent at any time by any reasonable means. Replying STOP, QUIT, END, REVOKE, OPT OUT, CANCEL, or UNSUBSCRIBE to any Marketing Text is always sufficient, and so is an email to info@getnxera.com. Nxera does not require any particular wording, method, or channel. Nxera honors a withdrawal immediately on receipt of a reply keyword and in every case no later than ten (10) business days after receipt, and sends at most one confirmation message afterward. Nxera keeps a suppression record so the number is not texted again.

24.4 Florida Notice

For any text-message claim under section 501.059, Florida Statutes, the called party must first notify Nxera that they do not wish to receive text messages and allow Nxera fifteen (15) days to stop, as that statute provides. Notice by reply keyword or to info@getnxera.com is effective when Nxera's systems receive it.

24.5 Recipient Representations

By opting in, the Messaging Recipient represents that they are at least eighteen (18) years old, that they are the subscriber or the customary user of the number given, that they have authority to consent for that number, and that they will tell Nxera at info@getnxera.com if the number stops being theirs. Nxera may rely on these representations.

24.6 Delivery

Text delivery depends on mobile carriers and messaging aggregators that Nxera does not control and that may filter, block, throttle, delay, or fail to deliver a message. Sections 9.1, 11, and 15 apply in full to Marketing Texts. Carriers are not liable for delayed or undelivered messages. Message and data rates may apply and are the recipient's responsibility.

24.7 Texts and WhatsApp in Your Name

(a) Texts and WhatsApp. Text and WhatsApp messages to your customers and Members are Customer Messages. Texts are the paid add-on in Section 24.9. Nxera charges nothing for WhatsApp; Meta bills your business for its message fees under Meta's terms. Both are sent in your business name from your own registered texting number or WhatsApp sender, and only after your texting registration is approved and Nxera has switched texting or WhatsApp on. As of the effective date of this version, texting and WhatsApp are switched off for every business, so Customer Messages go by email. Section 22.3 applies to texts and WhatsApp messages exactly as it does to email. (b) Registration. Nxera registers your business with the carriers after your first Texts payment, never before. A business with an EIN types it on the registration page; it goes to the texting provider for your brand registration, and Nxera does not store it. A sole proprietor gives a mobile number instead; the carriers text it from +1 (915) 278-2000, and you reply YES within twenty-four (24) hours. After thirty (30) days without a YES, the registration closes. When switched on, the providers are Twilio (texts and carrier registration), Telnyx (texts and carrier registration, as an alternative to Twilio), and Meta (WhatsApp). (c) Consent. Nxera texts or WhatsApps a customer or Member only with that person's consent. A Member ticks separate, unchecked boxes for texts and for WhatsApp at sign-up or on their member page; the disclosure names your business and says that messages may be sent by automated means, that frequency varies, that message and data rates may apply, how to reply STOP and HELP, and that consent is not a condition of purchase, with a link to the privacy policy. The wording and its version are stored with the consent. For a customer list you import, you state the consent each customer gave: marketing texts need written consent, and a number given for service updates is used for service texts only. (d) Stopping. Replying STOP (or STOPALL, UNSUBSCRIBE, CANCEL, END, QUIT, REVOKE, OPTOUT, or the Spanish equivalents) stops texts from your business; STOP ALL stops texts and WhatsApp. A plain request to stop, in English or Spanish, counts too. The person receives one confirmation and you are told. START restarts messages, and HELP is answered with your business name and contact. (e) Marketing texts. A marketing text or WhatsApp message is sent only between 8:00 a.m. and 8:00 p.m. both in your time zone and in every time zone the recipient's area code can be in; no more than three (3) marketing messages go to one number from your business in twenty-four (24) hours; every marketing text ends with "Reply STOP to opt out"; and marketing WhatsApp messages are not sent to U.S. (+1) numbers. (f) Texts to you. Nxera texts or WhatsApps you (your morning briefing, decisions, and verification codes) only after you give your own consent, which is recorded with your IP address and browser.

24.8 Application to Messaging Recipients

A Messaging Recipient who is not a Client is bound by Sections 11, 12, 16, 17, 18, and this Section 24 as to any dispute arising out of a Marketing Text or the collection of that consent, and "Client" in those Sections includes that person for that purpose. The thirty-day right to opt out of arbitration in Section 16.7 runs from the date of the text opt-in.

24.9 Texts, the Paid Add-On

(a) Price. Texts cost US$12.99 a month for your business's own number and three hundred (300) texts sent or received each month. (b) Texts over 300. Each text over three hundred (300) in a monthly period costs US$0.03. Nxera counts them after the period ends and adds them to your next monthly charge. (c) What counts as a text. A text is one message of up to one hundred sixty (160) characters, sent from your number or received on it from your customers or Members; a longer message counts once for each one hundred sixty (160) characters or part of one hundred sixty (160). (d) Carrier fees. The carriers' fees are passed on at cost, on their own lines: US$19.50 once (brand registration US$4.50 and campaign US$15), then US$1.50 a month for a business with an EIN or US$2 a month for a sole proprietor. A business coming back whose carrier registration Nxera still holds pays US$15 once instead of US$19.50. Carrier fees are not refundable. (e) Past due. Texts keep working while a payment is past due and Stripe retries it. They stop when the Texts subscription ends. (f) Stopping. You may stop Texts at any time (Section 3.3). Texts stop at the end of the paid month; Nxera then releases your number and deletes your carrier campaign so the carriers stop billing, and bills that last month's texts over three hundred (300) on their own invoice, charged at once. Your brand registration stays registered, so coming back costs US$15 instead of US$19.50. Closing your account ends Texts at once and does all of this the same day. (g) STOP, HELP, and START. The replies the carriers require to STOP, HELP, and START are sent whether or not Texts are paid for, as long as the number is still yours.

These Terms were last updated on October 20, 2026. Version 9.0.