Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THEY CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND NEXTGEN OS INC. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT AFFECTS YOUR LEGAL RIGHTS.

Welcome to NextGen. These Terms of Service ("Terms" or "Agreement") govern your access to and use of the NextGen platform, website, software, applications, APIs, and any related services (collectively, the "Services") provided by NextGen OS Inc ("NextGen," "we," "us," or "our").

1. Acceptance and Modifications

By registering for an account, executing an Order Form, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the Services.

We reserve the right to modify, amend, or update these Terms at any time in our sole discretion. If we make material changes, we will provide notice through the Services or by email. Your continued use of the Services following the posting of updated Terms constitutes your acceptance of the changes. You are expected to check this page periodically so you are aware of any changes.

2. Account Registration and Eligibility

Eligibility: The Services are intended solely for users who are at least eighteen (18) years of age or the age of majority in their jurisdiction. By using the Services, you represent and warrant that you meet all eligibility requirements.

Account Security: You must provide accurate, current, and complete information during the registration process. You are solely responsible for safeguarding your password and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this requirement.

Account Suspension: We reserve the right, at our sole discretion, to deny access, suspend, or terminate your account at any time and for any reason, including but not limited to violations of these Terms or suspected fraudulent or illegal activity.

3. Scope of Support Services

Direct Accounts Only

NextGen provides technical support, customer service, and troubleshooting assistance strictly and exclusively to our direct account holders. A "direct account holder" is an individual or entity that maintains a direct billing relationship with NextGen OS Inc.

No Reseller Client Support

If you utilize NextGen as a white-label service or act as an agency/reseller to provide services to your own clients (sub-accounts), you bear the sole and absolute responsibility for providing all front-line and escalated support to your clients. NextGen will not communicate with, support, or troubleshoot issues directly with your clients. Any requests for support initiated by reseller clients will be ignored or redirected back to you, the primary account holder. You agree to indemnify us against any claims brought by your sub-accounts regarding support or service availability.

4. Acceptable Use and Prohibited Conduct

You agree to use the Services only for lawful business purposes. You are strictly prohibited from using the Services to:

• Violate any local, state, national, or international law, statute, ordinance, or regulation.
• Transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, or otherwise objectionable.
• Engage in any activity that facilitates or encourages child exploitation, terrorism, violence, or illegal acts.
• Impersonate any person or entity or falsely state your affiliation with a person or entity.
• Upload or transmit any malicious code, viruses, worms, Trojan horses, spyware, or other disruptive software.
• Interfere with, disrupt, or attempt to gain unauthorized access to the servers, networks, or underlying infrastructure connected to the Services.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying ideas, algorithms, or structure of the Services.
• Sell, resell, rent, lease, distribute, or time-share the Services unless expressly permitted in a separate agency or white-label agreement with NextGen.
• Scrape, spider, or use automated means to extract data from the Services.

5. Communication and Compliance Policies

As a user of the NextGen platform, you have access to powerful tools that facilitate the sending of emails, SMS messages, MMS messages, and voice calls. You are solely responsible for ensuring that all communications sent through your account comply with all applicable laws and regulations.

• Telephone Consumer Protection Act (TCPA): You must obtain and maintain proper "prior express written consent" from recipients before sending any automated SMS/MMS messages or prerecorded voice calls. You are strictly prohibited from using the platform to purchase or utilize "opt-in lists" generated by third parties without verifiable, direct consent. NextGen is not responsible for your failure to obtain necessary consents.
• CAN-SPAM Act: All commercial emails sent via NextGen must comply with the CAN-SPAM Act. This includes providing a clear and conspicuous way for recipients to opt-out, accurately identifying the sender (including a physical postal address), and refraining from using deceptive subject lines or header information.
• 10DLC and Carrier Regulations: You agree to comply with all telecom carrier regulations regarding A2P (Application-to-Person) messaging. This requires you to register your brand and campaigns as mandated by telecom providers. Failure to register or violations of carrier acceptable use policies may result in message filtering, blocking, or account suspension.
• Data Privacy (GDPR, CCPA, etc.): You are responsible for ensuring that your collection, processing, and transfer of personal data complies with the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and all other applicable privacy frameworks. NextGen acts merely as a data processor for the data you input into the system.
• Prohibited Content (S.H.A.F.T.): You may not use the communication tools to promote Sex, Hate, Alcohol, Firearms, or Tobacco (S.H.A.F.T.) in violation of telecom guidelines, nor may you promote high-risk financial services, get-rich-quick schemes, or illegal substances.

NextGen reserves the right to monitor your usage and may suspend or terminate your account immediately and without notice if we determine, in our sole and absolute discretion, that you are violating these communication compliance laws, engaging in spam, phishing, or causing harm to our network reputation.

6. Affiliate Program

NextGen offers an Affiliate Program allowing approved users to earn commissions by referring new, direct paying users to the platform.

• Commission Structure: Approved affiliates earn an eighty percent (80%) recurring commission based on the standard $99/month subscription price for every active, paying direct user they refer to the platform, provided the referred user maintains their account in good standing.
• Payment Terms: Commissions are calculated and paid out on the 15th of the following month. If the 15th falls on a weekend or public holiday, payments will be made on the next working day. This schedule accounts for potential refunds, chargebacks, or fraudulent activity. You must maintain an active, approved payout method (e.g., a connected Stripe account) in your affiliate dashboard to receive funds.
• Prohibited Affiliate Behavior: Affiliates are strictly prohibited from:
  • Using self-referral tactics to gain discounts on their own accounts or accounts controlled by related entities.
  • Engaging in email spamming, SMS spamming, or other unsolicited marketing techniques to generate referrals.
  • Bidding on NextGen trademarked terms, branded keywords, or misspellings thereof in pay-per-click (PPC) advertising (e.g., Google Ads, Bing Ads) without explicit written permission.
  • Making false claims, income guarantees, or deceptive representations regarding the NextGen platform.

NextGen reserves the right to reject any affiliate application, withhold or void commissions, and terminate your affiliate status immediately if we suspect any violation of these rules.

7. Fees, Billing, and Cancellation

Fees: By providing a credit card or other payment method, you authorize NextGen (and our designated payment processors) to charge your payment method for all applicable fees, including recurring subscription fees, setup fees, and any usage-based billing (e.g., email overages, SMS usage, voice minutes, or AI consumption).

Automatic Renewals: Your subscription will automatically renew at the end of each billing cycle (monthly or annually) unless you affirmatively cancel your account prior to the renewal date. You are responsible for maintaining updated and valid billing information.

Usage Charges: Certain features (like telephony and AI) are billed based on consumption. You authorize us to auto-recharge your account balance or bill your card in arrears for these usage charges as they accrue.

Cancellation: You may cancel your subscription at any time through the billing portal within the application. Cancellation will take effect at the end of your current paid billing cycle.

No Refunds: ALL PAYMENTS ARE NON-REFUNDABLE. We do not provide refunds or credits for partial months of service, downgrades, lack of usage, or if you close your account before the end of a billing cycle. Exception requests are evaluated solely at our discretion.

Taxes: You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities arising from your use of the Services, excluding taxes based on NextGen's net income.

8. Intellectual Property Rights

NextGen's Ownership: NextGen and its licensors retain all right, title, and interest in and to the Services, including all software, design, text, graphics, logos, APIs, underlying source code, algorithms, and intellectual property rights therein. These Terms do not grant you any ownership interest in the Services. You are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Services solely for your internal business purposes in accordance with these Terms.

Your User Data: You retain all ownership rights to the data, content, leads, contacts, and information you upload into the Services ("User Data"). You grant NextGen a worldwide, non-exclusive, royalty-free license to host, store, process, display, and transmit your User Data solely as necessary to provide the Services to you, perform system maintenance, and improve the underlying infrastructure.

Feedback: If you provide us with any suggestions, enhancement requests, recommendations, or other feedback regarding the Services, you grant us a perpetual, irrevocable, royalty-free license to use and incorporate such feedback into the Services without attribution or compensation to you.

9. Third-Party Integrations and Links

The Services may contain links to or allow you to integrate with third-party websites, applications, and services (e.g., Stripe, Twilio, Meta, Google). We do not own or control these third-party services. Your use of such integrations is governed by the terms and privacy policies of those third parties. We are not responsible for the availability, accuracy, or performance of any third-party services, nor are we liable for any damage or loss caused by your use of them. If a third-party provider ceases to make their service available for interoperation with NextGen, we may cease providing such integration features without entitling you to any refund or credit.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXTGEN OS INC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant or guarantee that:

• The Services will meet your specific requirements or expectations.
• The Services will function without interruption, be secure, or be error-free.
• Any defects or errors in the software will be corrected.
• The results obtained from using the Services will be accurate or reliable.
• Your use of the platform will generate any specific business results, income, leads, or sales.

You use the Services at your own risk. NextGen is not responsible for the delivery of messages (SMS/Email) that are blocked or filtered by third-party carriers or ISPs.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXTGEN OS INC, ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES;
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES;
• ANY CONTENT OBTAINED FROM THE SERVICES;
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR USER DATA;
• ACTIONS TAKEN BY TELECOM CARRIERS, ISPs, OR THIRD-PARTY INTEGRATIONS; OR
• ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY.

IN NO EVENT SHALL NEXTGEN'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO NEXTGEN IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

12. Indemnification

You agree to defend, indemnify, and hold harmless NextGen OS Inc, its affiliates, and their respective officers, directors, employees, contractors, agents, and licensors from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees and regulatory fines) arising out of or relating to:

• Your violation of these Terms;
• Your use or misuse of the Services;
• Your User Data;
• Your violation of any laws, rules, or regulations, expressly including but not limited to the TCPA, CAN-SPAM Act, GDPR, CCPA, and telecom carrier guidelines;
• Your violation of the rights of any third party, including intellectual property or privacy rights; or
• Any claims brought by your end-users, sub-accounts, or reseller clients.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.

13. Mandatory Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Arbitration Agreement: You and NextGen agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services, shall be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.

Arbitration Rules: The arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Sheridan, Wyoming, unless both parties agree otherwise. The arbitrator's award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Class Action Waiver: YOU AND NEXTGEN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

14. Governing Law, Venue, and Jurisdiction

These Terms and your use of the Services shall be governed by and construed in accordance with the internal laws of the State of Wyoming, United States, without giving effect to any choice or conflict of law provision or rule. For any actions not subject to arbitration, you and NextGen agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Sheridan, Wyoming. You hereby waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

15. Force Majeure

NextGen shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, telecommunications failures, internet outages, cyber-attacks, or shortages of transportation facilities, fuel, energy, labor, or materials.

16. Severability and Waiver

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect. The failure of NextGen to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

17. Entire Agreement

These Terms, together with our Privacy Policy and any applicable Order Forms, constitute the entire and exclusive agreement between you and NextGen OS Inc regarding the Services, and supersede and replace any prior agreements, oral or written, between you and NextGen regarding the Services.

18. HIPAA Compliance

Additional Service: NextGen OS Inc offers HIPAA (Health Insurance Portability and Accountability Act) compliance features as an optional, additional service for users who handle Protected Health Information (PHI). Standard accounts are NOT configured for HIPAA compliance by default.

Business Associate Agreement (BAA): To utilize the Services for PHI, you must upgrade to a HIPAA-compliant plan and execute a Business Associate Agreement (BAA) with NextGen OS Inc. You are strictly prohibited from inputting, storing, or transmitting PHI through the Services unless you have an active HIPAA-compliant plan and a fully executed BAA in place. You agree to indemnify and hold NextGen OS Inc harmless from any fines, penalties, or damages arising from your failure to comply with this requirement.

19. GDPR and International Data Protection

Data Processing: For the purposes of the General Data Protection Regulation (GDPR) and similar international privacy laws, you (the User) are the "Data Controller" and NextGen OS Inc is the "Data Processor."

User Responsibilities: You represent and warrant that you have obtained all necessary consents, provided all required notices, and have a lawful basis for processing the personal data you input into the Services. You are responsible for fulfilling "Data Subject Access Requests" (DSARs) and ensuring that your use of the Services complies with your local data protection laws.

Data Processing Addendum (DPA): Our standard Data Processing Addendum is incorporated into these Terms by reference. NextGen OS Inc implements appropriate technical and organizational measures designed to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

20. Data Isolation and Regional Residency

Infrastructure Architecture: NextGen OS Inc utilizes a proprietary local-first sharded architecture designed to ensure strict data isolation. Unlike traditional multi-tenant platforms that co-mingle data in massive shared tables, our system provisions individual databases per account, offering unparalleled security and compliance. This siloed database architecture eliminates the risk of cross-tenant data bleed, drastically reduces the blast radius of potential security incidents, and provides an unmatched foundation for strict regulatory compliance. Your data is exclusively yours, ring-fenced within its own dedicated database infrastructure.

Regional Residency: We maintain physically separate infrastructure, including databases, backend application servers, and backup storage, across multiple global regions to support data sovereignty. We ensure that:

• US Data: All data for accounts provisioned in the United States region remains within the United States.
• EU Data: All data for accounts provisioned in the European Union region remains within the European Union.
• AU Data: All data for accounts provisioned in the Australia region remains within Australia.

This residency commitment applies to primary databases, application processing, and all redundant backup systems. Your account is assigned to a specific region during provisioning, and your data will not be transferred outside of that region except for the limited purpose of global routing and identity resolution.

21. Contact Information

If you have any questions about these Terms, please contact our legal and support team at:

NextGen OS Inc
30 North Gould Street
Ste R
Sheridan, WY 82801
United States

Email: support@thenextgencrm.com