Terms of Service

Version 7.0 · Effective September 5, 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 1201 E Ponce De Leon Blvd, Coral Gables, FL 33134 ("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"); the Repeat Customer System and the Service Agreement Program (together, the "Services"); the free competitive scan; the client portal; 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 5 states that every subscription is MONTH-TO-MONTH WITH NO MINIMUM TERM, that you may CANCEL 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, 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) completing a checkout for a Service; (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 that Nxera drafts, schedules, or sends to your customers or members in your name as part of the Services. Customer Messages are email only. Text messaging is not part of either Service.
"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 under the Service Agreement Program.
"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.
"Repeat Customer System" means the Service described in Section 22.1(a), priced at US$99 per month.
"Service Agreement Program" means the Service described in Section 22.1(b), priced at US$249 per month.
"Sub-processor" has the meaning given in the Data Processing Addendum.

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 credentials and any sign-in 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 will record the time, IP address, browser fingerprint, and page version associated with your Acceptance. 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 at the end of the current billing period.

3. Sign-Up, Setup, and Engagement Lifecycle

3.1 Sign-Up

You subscribe to a Service by completing a checkout on the Site. Your subscription begins on the day the first monthly fee is paid (the "Start Date"). There is no setup fee, no trial, and no application step.

3.2 Setup

After the Start Date, Nxera sends you a setup email with a link to your portal. For the Repeat Customer System, setup consists of importing your customer list with the consent record described in Section 22.2, setting your review window and quiet hours, and adding your Google review link. For the Service Agreement Program, setup consists of one intake form 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 Cancellation Mechanics

A cancellation request must be: (a) in writing; (b) explicit and unambiguous (statements such as "I'm thinking about cancelling," "this isn't working out," or "let me get back to you" do not constitute cancellation); (c) made by an authorized representative of the Client; (d) submitted through the Billing section of your portal or by emailing info@getnxera.com from the email address on file with subject line "Cancel Subscription." Verbal communications, social-media posts, third-party intermediaries, lack of payment, lack of login activity, returned email, or any other indirect signal do not constitute cancellation. The cancellation timestamp is the timestamp recorded by Nxera's systems on receipt. Cancellation 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. Subscription, Billing, and Payment

4.1 Recurring Charges

On the Start Date you are billed the monthly fee for your selected Service, recurring on the same calendar day each month thereafter, until cancelled or terminated in accordance with these Terms. The fees are: Repeat Customer System, US$99 per month; Service Agreement Program, US$249 per month. Each fee is flat. There is no setup fee, no usage fee, and no percentage of your plan revenue.

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, including subscription fees, chargeback recovery, collection costs, taxes, and any other authorized charge. This authorization continues until you cancel the subscription in accordance with these Terms and 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 charge fails for any reason, Nxera may: (a) retry the payment up to seven (7) times over twenty-one (21) days; (b) attempt to charge a different payment method on file; (c) pause Customer Messages and suspend the Services at any time after the first failure; and (d) treat continued non-payment for thirty (30) days as a material breach permitting termination and pursuit of collection for the unpaid period. Suspension of Services 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 subscription pricing 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 cancel the subscription effective at the end of the current billing period. 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, and the Stripe billing portal linked from your client 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 Member Payments Are Not Nxera Charges

Payments your Members make for your service plans are processed on your own Stripe account and are governed by Section 23. They are not charges by Nxera, do not pass through Nxera, and are not subject to this Section 4.

5. Month-to-Month Term, Cancellation, and No Refund Window

5.1 No Minimum Term

Every subscription runs month-to-month from the Start Date. There is no minimum term, no initial term, and no lock-in.

5.2 Cancel Any Time

You may cancel at any time under Section 3.3. Cancellation takes effect at the end of the billing period in which Nxera receives it. The Services remain available through that date and no further monthly fees are charged after it.

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

Monthly fees are billed in advance and are non-refundable once charged. 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 cancel. The narrow refund events in the Refund Policy are the only exceptions.

5.4 Plan Changes

You may switch between the Repeat Customer System and the Service Agreement Program. A switch takes effect on your next billing day at the fee for the new Service. Switching does not restart, extend, or pause anything 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, the cancellation timing, and the absence of any refund window are a material part of the consideration on which Nxera prices the Services.

6. Termination

6.1 Cancellation by Client

You may cancel at any time through the Billing section of your portal or by emailing info@getnxera.com with subject line "Cancel Subscription," subject to the Section 3.3 cancellation mechanics. Cancellation 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 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 cancel at any time under Section 6.1, no separate breach procedure is required to end the subscription. 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 subscription for convenience on sixty (60) days' written notice. In that case: (a) you receive a pro-rata refund of any prepaid fees attributable to the period after the termination date; (b) Nxera will provide a one-time export of Customer Content within thirty (30) days of your written export request; (c) no further fees are due.

6.5 Effects of Termination

Upon termination or the effective date of cancellation for any reason: (a) Your right to access and use the Nxera Offerings ends; (b) Scheduled Customer Messages are cancelled and no further Customer Messages are sent in your name; (c) Your plan page is taken offline and no new Members can enroll; your existing Members' plans and payments continue on your own Stripe account under your control, and Nxera stops sending renewal notices, visit reminders, and failed-payment follow-up for them; (d) Customer Content and Member data held by Nxera are retained after termination so your account can be restored if you return. You may export your customer list and Member list from the portal at any time, including after termination, and you may request deletion at any time. Nxera deletes within thirty (30) days of your request, except where retention is required by law and except for the minimal suppression records described in Section 6.5(g); (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) Two things survive deletion: Nxera's own record that a message was sent, which is how Nxera demonstrates compliance with sending law, and a one-way cryptographic fingerprint of any address that unsubscribed, so that address can never be mailed again by mistake. Neither can be read back as a customer list.

6.6 Reactivation

You may subscribe again at any time at then-current pricing. A new subscription is a new Order. Data retained under Section 6.5(d) is restored with your account; data you asked Nxera to delete is not recoverable.

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; (g) training Nxera's internal models, agents, and prompts on aggregated, anonymized, or de-identified Customer Content. 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 have valid releases or another lawful basis for use, and job photos are used in review requests only where the customer agreed to share them; (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 during your review window 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 continued payment of subscription fees in full when due, Nxera grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Deliverables solely for the operation of your business during the subscription term. 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 subscription remains active. Upon cancellation, 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, Resend, Cloudflare, Google, 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 Customer Message waits for your review window and every plan design waits for your approval.

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 operates platform-wide sending controls, including per-customer monthly caps, quiet hours, bounce and complaint handling, and a global pause that Nxera may apply when deliverability or compliance signals warrant it. While your account is paused, no new messages are drafted and nothing is sent. Drafts already waiting stay in your Inbox and resume when you unpause. 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.

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 used by your subscription 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. Material changes will be posted on the Site and communicated by email at least thirty (30) days 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 approved during your review window, and any Customer Message sent under review 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 1201 E Ponce De Leon Blvd Coral Gables, FL 33134 info@getnxera.com

22. Repeat Customer System and Service Agreement Program

22.1 Service Descriptions

(a) Repeat Customer System (US$99 per month). Nxera drafts, schedules, and sends Customer Messages by email to the customers you provide, in your business name: a review request after each job you log, check-ins, service anniversaries, rebooking nudges, and offers you attach. Every Customer Message waits in your portal for the review window you set; you may edit, approve, reschedule, or stop it before it goes out.

(b) Service Agreement Program (US$249 per month). 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; and operates renewal notices, included-visit reminders, and failed-payment follow-up in your name. 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. Nxera honors unsubscribe requests across all sending in your name, applies the caps and quiet hours in Section 9.6, and does not offer or deliver incentives in exchange for reviews.

22.3 Review and Approval

Nxera never sends a Customer Message that you have not had the opportunity to review. Your review window, your quiet hours, and your monthly cap per customer are settings you control in the portal. Where you shorten the review window or turn review off, you accept responsibility for every Customer Message that sends under those settings as if you had approved it individually.

22.4 Billing

The Repeat Customer System and the Service Agreement Program are billed monthly in advance at the flat fees in Section 4.1, continue month-to-month, and may be cancelled at any time, effective at the end of the current billing period, under Section 5.

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 and appears only where the law requires a processor to be identified. 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. Nxera is not a party to transactions between you and your Members, takes no percentage of your plan revenue, 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.

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. 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 permanent 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 Not Part of the Services

Nxera does not send text messages to a Client's customers or Members. Text messaging is not included in the Repeat Customer System or the Service Agreement Program.

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.

These Terms were last updated on September 5, 2026. Version 7.0.