PLEASE READ THESE TERMS OF SERVICE CAREFULLY. By accessing or using NexLpro's services, website, or platform ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use our Services.

1. Acceptance of Terms

These Terms constitute a legally binding agreement between you ("Customer," "you," or "your") and NexLpro, LLC ("NexLpro," "we," "us," or "our"). By using our Services, you represent that:

• You are at least 18 years old
• You have the authority to enter into this agreement
• You will comply with all applicable laws and regulations
• All information you provide is accurate and complete

2. Description of Services

NexLpro provides AI-powered voice solutions for businesses, including but not limited to:

• AI Receptionist Services: Automated inbound call handling, appointment scheduling, customer inquiry management
• AI Outbound Calling: Automated outbound calls for sales, reminders, follow-ups, and feedback collection
• Voice AI Platform: Customizable AI voice agents with CRM integration and analytics
• Related Services: Training, customization, support, and consulting services

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time with reasonable notice.

3. Account Registration and Security

3.1 Account Creation

To use our Services, you must create an account and provide accurate, current, and complete information. You agree to:

• Provide truthful and accurate registration information
• Maintain and update your account information
• Keep your account credentials confidential
• Notify us immediately of any unauthorized access

3.2 Account Security

You are responsible for all activities that occur under your account. We are not liable for any loss or damage arising from unauthorized use of your account.

3.3 Account Termination

We reserve the right to suspend or terminate your account if you violate these Terms or engage in fraudulent or illegal activities.

4. Subscription and Payment Terms

4.1 Fees and Billing

You agree to pay all fees associated with your use of the Services as described in your service agreement. Fees may be based on:

• Monthly subscription
• Per-minute usage
• Hybrid pricing model
• Custom enterprise pricing

4.2 Payment Authorization

By providing payment information, you authorize us to charge your payment method for all fees incurred. You are responsible for:

• Providing valid payment information
• Ensuring sufficient funds or credit are available
• Updating payment information as needed

4.3 Late Payment

Late payments may result in:

• Late fees of 1.5% per month (or maximum allowed by law)
• Suspension of services until payment is received
• Account termination for repeated non-payment

4.4 Refund Policy

All fees are non-refundable except as required by law or at our sole discretion. Refund requests must be submitted in writing to billing@nexlpro.com and will be evaluated on a case-by-case basis.

4.5 Price Changes

We reserve the right to modify pricing with 30 days' advance notice. Continued use of Services after price changes constitutes acceptance of new pricing.

5. Acceptable Use Policy

5.1 Permitted Use

You may use our Services only for lawful business purposes in compliance with all applicable laws and regulations.

5.2 Prohibited Activities

You agree NOT to use our Services to:

• Violate any local, state, national, or international law
• Make unsolicited telemarketing calls in violation of TCPA or similar laws
• Engage in fraud, harassment, threats, or illegal activities
• Transmit malicious code, viruses, or harmful software
• Interfere with or disrupt our Services or servers
• Attempt to gain unauthorized access to our systems
• Reverse engineer, decompile, or extract source code
• Resell or redistribute our Services without authorization
• Make robocalls or spam calls
• Impersonate another person or entity
• Collect personal information without consent
• Use the Services for adult content, illegal substances, or weapons

5.3 Compliance with Telemarketing Laws

If you use our Services for outbound calling, you are solely responsible for compliance with all applicable laws, including:

• Telephone Consumer Protection Act (TCPA)
• Telemarketing Sales Rule (TSR)
• Do Not Call Registry requirements
• State telemarketing laws
• Prior express written consent requirements

Important: You indemnify and hold NexLpro harmless from any claims, fines, or penalties related to your use of outbound calling services.

6. Data and Privacy

6.1 Customer Data

You retain all rights, title, and interest in your customer data. We will:

• Process your data only as necessary to provide Services
• Implement security measures to protect your data
• Not use your data to train AI models for other clients
• Not sell or share your data with third parties (except as described in our Privacy Policy)

6.2 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

6.3 Call Recording Consent

By using our Services, you acknowledge and agree that:

• Calls may be recorded for quality, training, and legal purposes
• You are responsible for obtaining any required consent from callers
• You will comply with all applicable call recording laws

7. Intellectual Property

7.1 Our Intellectual Property

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, AI models, software, and trademarks, are owned by NexLpro and protected by copyright, trademark, and other intellectual property laws.

You may not:

• Copy, modify, or distribute our content without permission
• Use our trademarks without written authorization
• Reverse engineer our AI technology
• Create derivative works based on our Services

7.2 Limited License

We grant you a limited, non-exclusive, non-transferable license to use our Services for your business purposes in accordance with these Terms. This license terminates upon account cancellation.

7.3 Feedback

If you provide feedback, suggestions, or ideas about our Services, you grant us a royalty-free, worldwide, perpetual license to use and incorporate such feedback without compensation or attribution.

8. Service Level Agreement (SLA)

8.1 Uptime Guarantee

We strive to maintain 99.9% uptime for our Services. "Uptime" is measured as the percentage of time our Services are operational and accessible.

8.2 Scheduled Maintenance

We may perform scheduled maintenance with reasonable advance notice. Scheduled maintenance does not count against uptime guarantees.

9. Disclaimers and Limitations of Liability

9.1 "AS IS" Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not guarantee that:

• The Services will be uninterrupted, error-free, or secure
• AI voice agents will perfectly replicate human conversation in all scenarios
• Results or outcomes will meet your expectations
• Defects will be corrected immediately

9.2 AI Technology Limitations

You acknowledge that AI technology has limitations and may occasionally:

• Misunderstand or misinterpret customer requests
• Provide incorrect information if not properly trained
• Fail to handle complex or unusual scenarios
• Require human intervention for certain situations

9.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXLPRO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR USE OF THE SERVICES.

Our total liability shall not exceed the amount you paid us in the three (3) months preceding the claim.

9.4 No Liability for Third-Party Actions

We are not responsible for:

• Actions or inactions of your customers or callers
• Third-party integrations or services
• Telephone carrier failures or network issues
• Your violation of laws or regulations

10. Indemnification

You agree to indemnify, defend, and hold harmless NexLpro, its officers, directors, employees, agents, and affiliates from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any laws or regulations
• Your violation of third-party rights
• Your customer data or business practices
• TCPA or telemarketing violations related to your outbound calls

11. Term and Termination

11.1 Term

These Terms remain in effect for as long as you use our Services.

11.2 Termination by You

You may terminate your account at any time by:

• Providing 30 days' written notice
• Canceling through your account settings
• Contacting customer support

You remain responsible for fees incurred up to the termination date. No refunds are provided for partial subscription periods unless required by law.

11.3 Termination by Us

We may terminate or suspend your account immediately, without notice, if you:

• Violate these Terms
• Fail to pay fees when due
• Engage in fraudulent or illegal activities
• Pose a security risk to our systems
• Use Services in ways that harm our reputation

11.4 Effect of Termination

Upon termination:

• Your right to use the Services immediately ceases
• We will delete your account and data per our data retention policy
• You must pay all outstanding fees
• Provisions that by nature should survive termination will survive

12. Dispute Resolution and Arbitration

12.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to contact us at legal@nexlpro.com to attempt to resolve the dispute informally. We commit to working in good faith to resolve disputes.

12.2 Binding Arbitration

If informal resolution fails, you agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration, rather than in court.

Arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be held in Dallas, Texas.

12.3 Class Action Waiver

YOU AGREE TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS AND WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

12.4 Exceptions

Either party may seek injunctive or other equitable relief in court to prevent intellectual property infringement or misuse of confidential information.

13. General Provisions

13.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of law principles.

13.2 Entire Agreement

These Terms, together with our Privacy Policy and any service agreement, constitute the entire agreement between you and NexLpro and supersede all prior agreements.

13.3 Modifications

We may modify these Terms at any time by posting updated Terms on our website. Material changes will be communicated via email or website notice. Continued use of Services after changes constitutes acceptance.

13.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

13.5 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or our right to enforce it later.

13.6 Assignment

You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms to any affiliate or successor.

13.7 Force Majeure

Neither party shall be liable for failure or delay in performance due to events beyond reasonable control, including natural disasters, acts of war, terrorism, labor strikes, or internet outages.

13.8 Notices

All notices must be in writing and sent to:

• For NexLpro: legal@nexlpro.com
• For You: The email address associated with your account

13.9 Language

These Terms are provided in English. Any translations are for convenience only, and the English version controls.

14. Contact Information

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Acknowledgment: By using NexLpro's Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. These Terms are effective as of December 8, 2025.