Master Terms of Service

1. Introduction and Acceptance of Terms

These Master Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between NextGen Marketing LLC, doing business as NextGen Desk ("NextGen Desk," "Company," "we," "us," or "our"), and any individual or business accessing, purchasing, or using our website, software, products, and services ("Customer," "Client," "User," "you," or "your").

Our website is located at https://nextgendesk.ai.

NextGen Desk provides cloud-based customer relationship management (CRM) software, artificial intelligence (AI) communication solutions, marketing automation, appointment scheduling, lead management, reputation management, and related business software services (collectively, the "Services").

By registering for an account, accepting these Terms electronically, purchasing a subscription, or accessing our Services, you agree to be bound by this Agreement, our Privacy Policy, and any applicable subscription or service-specific terms.

If you are accepting these Terms on behalf of a business, you represent that you have the authority to bind that business to this Agreement.

If you do not agree to these Terms, you must not access or use our Services.

2. Definitions

For purposes of this Agreement:

3. Eligibility and Account Registration

Our Services are intended primarily for businesses and professional users.

You must be at least eighteen (18) years old and legally capable of entering into a binding agreement.

When registering for an account, you agree to provide accurate, current, and complete information.

You are responsible for:

• Maintaining the confidentiality of login credentials.
• Managing account access and user permissions.
• Ensuring that Authorized Users comply with these Terms.
• Maintaining accurate billing information.
• Promptly notifying us of suspected unauthorized access.
• All activities conducted through your account, except to the extent caused by our breach of this Agreement or applicable law.

We may request additional information to verify account ownership, business identity, or lawful use of the Services.

We may refuse registration or suspend accounts where reasonably necessary to address fraud, unlawful activity, security risks, or violations of this Agreement.

4. Description and Scope of Services

NextGen Desk provides subscription-based software and related support to businesses.

Available functionality depends on the selected subscription plan, enabled features, third-party integrations, and applicable account configuration.

5. Onboarding and Account Setup

NextGen Desk may provide onboarding assistance to help Customers activate and configure their accounts.

Depending on the subscription arrangement, onboarding may include:

• Initial account creation.
• Account configuration.
• Guidance on connecting integrations.
• Assistance with software activation.
• Introduction to available tools and features.
• Training resources or instructional videos.
• Setup calls or related support.

The scope and availability of onboarding assistance may vary by subscription.

Unless separately agreed in writing, onboarding does not include unlimited custom development, unlimited account customization, or ongoing management of the Customer's business operations.

6. Subscription Pricing and Billing

NextGen Desk provides access to its Services through paid subscriptions.

Subscription pricing is determined by the plan selected at signup and the applicable checkout, order form, or subscription agreement.

Current advertised plans may include Basic CRM and Pest Control CRM offerings, but pricing and available features may change.

7. Cancellation and Refund Policy

8. Account Data and Retention Following Cancellation

9. Account Transfers and Proprietary Systems

NextGen Desk recognizes the distinction between Customer Data and proprietary software configurations.

10. Acceptable Use Policy

Customers agree to use the Services only for lawful business purposes.

Prohibited activities include:

• Sending unlawful unsolicited emails or messages.
• Conducting unlawful telemarketing.
• Operating fraudulent or deceptive marketing campaigns.
• Impersonating another person or business.
• Uploading information obtained unlawfully.
• Violating intellectual property rights.
• Distributing malware or malicious software.
• Attempting unauthorized access to accounts or systems.
• Interfering with platform availability or security.
• Using the Services to harass, threaten, or exploit others.
• Circumventing applicable telecommunications requirements.
• Reselling or redistributing proprietary Services without authorization.
• Reverse engineering or attempting to extract protected software.
• Using the Services in violation of applicable laws or regulations.

We may investigate suspected violations and take appropriate action, including restricting or suspending Services.

11. Telephone, SMS, Email, and Marketing Compliance

Customers using NextGen Desk to communicate with leads, customers, or prospects are responsible for complying with applicable communications laws.

These may include:

• Telephone Consumer Protection Act (TCPA).
• Telemarketing Sales Rule (TSR).
• CAN-SPAM Act.
• Applicable state telemarketing laws.
• Do Not Call requirements.
• Call recording and consent laws.
• A2P 10DLC and applicable carrier requirements.
• Other relevant communications regulations.

12. Artificial Intelligence Services

Our Services may incorporate artificial intelligence models and automated communication technology.

13. Third-Party Software and Integrations

NextGen Desk relies on third-party technology providers, including HighLevel and other external platforms.

Certain Services may depend on:

• HighLevel software infrastructure.
• Stripe payment processing.
• Telephone and SMS providers.
• Email delivery systems.
• AI technology providers.
• Google and Meta integrations.
• Other authorized software applications.

We do not control all third-party infrastructure, service policies, or technical availability.

Third-party outages, account restrictions, software changes, integration failures, and other external issues may affect our Services.

We will make commercially reasonable efforts to assist with issues within our reasonable control.

However, we do not guarantee the uninterrupted operation of independent third-party systems.

Customers may be required to comply with separate third-party terms and policies.

14. Customer Responsibilities

Customers are responsible for:

• Providing accurate account information.
• Maintaining valid billing information.
• Protecting account credentials.
• Managing Authorized Users.
• Obtaining required marketing and communications consent.
• Complying with applicable privacy laws.
• Reviewing AI responses and automated workflows.
• Maintaining accurate customer information.
• Securing external integrations.
• Maintaining appropriate data backups.
• Ensuring their business uses the Services lawfully.

NextGen Desk is not responsible for unauthorized actions by Customer-controlled users except to the extent caused by our own breach or unlawful conduct.

15. Intellectual Property Rights

NextGen Desk and its licensors retain all rights, title, and interest in their software, original content, systems, designs, and proprietary materials.

Customers receive a limited, non-exclusive, non-transferable, revocable license to use the subscribed Services during the applicable subscription term, subject to these Terms.

Customers may not, without authorization:

• Copy or reproduce proprietary software.
• Distribute or resell proprietary templates.
• Extract protected platform configurations.
• Reverse engineer protected systems.
• Remove ownership or copyright notices.
• Claim ownership of NextGen Desk proprietary materials.
• Use protected materials to create competing services in violation of applicable intellectual property rights or contractual restrictions.

These restrictions do not prevent Customers from accessing their own Customer Data or exercising rights that cannot lawfully be restricted.

16. Confidentiality

Both parties acknowledge that they may receive confidential business information while performing obligations under this Agreement.

Confidential information may include:

• Customer lists and business records.
• Nonpublic financial information.
• Pricing arrangements.
• Business strategies.
• Proprietary software configurations.
• Internal procedures and technical information.
• Account credentials.
• Nonpublic operational information.

Each party agrees to use reasonable care to protect the other party's confidential information.

Confidential information may be used only for legitimate purposes relating to the business relationship, unless otherwise authorized.

These obligations do not apply to information that:

• Is publicly available without breach of this Agreement.
• Was lawfully known before disclosure.
• Was independently developed without improper use of confidential information.
• Was lawfully received from another source.
• Must be disclosed under applicable law.

Confidential information may be disclosed to personnel, contractors, professional advisers, and service providers who reasonably need access and are subject to appropriate confidentiality obligations.

Confidentiality obligations continue for three (3) years after termination, except that legally protected trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

This section does not require deletion of Customer Data that we are otherwise permitted or required to retain under our Privacy Policy and applicable law.

17. Data Privacy and Security

Our collection, use, and processing of personal information is described in our Privacy Policy.

Customers acknowledge that the Services rely on cloud-based software and third-party service providers.

We use commercially reasonable measures designed to protect personal information within our control.

However, no online service is completely secure.

Customers acknowledge that security risks may include unauthorized access, cyberattacks, system failures, communication interruptions, and other events outside reasonable control.

We will comply with applicable legal obligations relating to privacy and security incidents.

Customers must promptly report suspected security issues associated with their accounts.

18. Service Availability and Support

We aim to provide reliable software and reasonable customer support.

However, unless expressly stated in a separate written service level agreement, we do not guarantee a particular percentage of uptime or uninterrupted platform availability.

Service interruptions may result from:

• Scheduled maintenance.
• HighLevel outages.
• Third-party software failures.
• Telephone carrier issues.
• AI provider outages.
• Internet connectivity problems.
• Security incidents.
• Events beyond our reasonable control.

Support availability and response times may vary.

We do not guarantee around-the-clock live support, a specific response time, or a particular resolution timeframe unless expressly agreed in writing.

19. Modifications to Services

We may periodically modify, enhance, replace, or discontinue features to maintain, improve, or update our Services.

This may include changes to:

• AI models.
• Automation templates.
• CRM features.
• Available integrations.
• Software interfaces.
• Third-party services.
• Usage limits.
• Subscription offerings.

Where a change materially reduces a paid core feature during an existing subscription period, we will provide appropriate notice and any remedy required by applicable law or contractual commitments.

20. Suspension and Termination by NextGen Desk

We may suspend or terminate access to the Services when reasonably necessary because of:

• Nonpayment.
• Fraudulent activity.
• Illegal conduct.
• Material violation of these Terms.
• Unauthorized access or security threats.
• Abuse of communications systems.
• Misuse of AI or automation features.
• Serious threats to platform functionality.
• Material violations of applicable third-party provider policies.

Where appropriate and reasonably practicable, we may provide notice and an opportunity to correct the issue.

Immediate suspension may occur when necessary to protect users, providers, infrastructure, or legal compliance.

Termination does not eliminate payment obligations properly incurred before termination.

Any remaining Customer Data will be handled in accordance with the data retention provisions of these Terms and our Privacy Policy.

21. Disclaimers of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

EXCEPT FOR WARRANTIES EXPRESSLY PROVIDED IN WRITING OR REQUIRED BY LAW, NEXTGEN DESK DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND OTHER IMPLIED WARRANTIES.

WE DO NOT WARRANT THAT:

• THE SERVICES WILL ALWAYS BE UNINTERRUPTED.
• SOFTWARE WILL BE COMPLETELY ERROR-FREE.
• ALL THIRD-PARTY INTEGRATIONS WILL REMAIN AVAILABLE.
• AI-GENERATED CONTENT WILL ALWAYS BE ACCURATE.
• THE SERVICES WILL PRODUCE SPECIFIC BUSINESS RESULTS.
• ALL CUSTOMER DATA WILL REMAIN ACCESSIBLE INDEFINITELY.
• ALL TECHNICAL ISSUES WILL BE RESOLVED WITHIN A PARTICULAR PERIOD.

NOTHING IN THIS SECTION EXCLUDES WARRANTIES OR RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED.

22. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEXTGEN MARKETING LLC D/B/A NEXTGEN DESK, ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AFFILIATES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OR RELATED TO THE SERVICES.

THIS INCLUDES CLAIMED LOSSES OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY THE CUSTOMER TO NEXTGEN DESK DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THIS LIMITATION DOES NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED, INCLUDING LIABILITY FOR WILLFUL MISCONDUCT OR OTHER CONDUCT WHERE SUCH A LIMITATION IS PROHIBITED.

The limitations in this section are intended to allocate risks reasonably between the parties and apply regardless of the legal theory asserted, to the extent permitted by law.

23. Indemnification

To the fullest extent permitted by law, the Customer agrees to defend, indemnify, and hold harmless NextGen Marketing LLC d/b/a NextGen Desk, its owners, officers, employees, and authorized representatives from third-party claims, damages, liabilities, penalties, and reasonable legal expenses arising out of:

• The Customer's unlawful use of the Services.
• Unauthorized or noncompliant communications.
• Violations of applicable privacy or marketing laws.
• Failure to obtain legally required consent.
• Infringement arising from materials supplied by the Customer.
• Fraudulent or deceptive conduct by the Customer.
• Material violations of these Terms.

This obligation applies only to the extent the claim arises from the Customer's actions or omissions and does not require indemnification for losses caused by NextGen Desk's own negligence, willful misconduct, or other conduct to the extent prohibited by law.

NextGen Desk will provide reasonably prompt notice of claims for which indemnification is sought and reasonable cooperation in their defense.

24. Force Majeure

Neither party will be responsible for delays or failures in performing nonpayment obligations when caused by events beyond its reasonable control.

Such events may include:

• Natural disasters.
• Fires or severe weather.
• War or civil unrest.
• Government restrictions.
• Widespread internet outages.
• Telecommunications disruptions.
• Cyberattacks affecting external providers.
• Major infrastructure failures.
• Other comparable events beyond reasonable control.

The affected party will use commercially reasonable efforts to mitigate the disruption and resume performance.

25. Dispute Resolution and Governing Law

This Agreement is governed by the laws of the State of Nebraska, without regard to conflict-of-law principles.

The parties agree to attempt to resolve disputes informally before initiating formal legal proceedings.

A party seeking resolution should provide written notice describing the dispute and the requested resolution.

The parties will make reasonable efforts to resolve the matter within thirty (30) days after receipt of notice.

If the dispute cannot be resolved informally, it may be brought before a court of competent jurisdiction.

To the extent permitted by applicable law, the parties consent to the exclusive jurisdiction and venue of the appropriate state or federal courts located in Nebraska.

Nothing in this section prevents either party from seeking urgent injunctive relief or exercising rights that cannot lawfully be restricted.

26. Notices and Electronic Communications

Customers consent to receiving lawful electronic communications relating to their accounts, subscriptions, payments, security, and use of the Services.

Notices may be delivered through:

• Email.
• Account notifications.
• Customer support communications.
• Other legally permitted electronic means.

Customers are responsible for maintaining an accurate email address associated with their accounts.

Formal legal notices to NextGen Desk should be sent to the contact information listed at the end of this Agreement.

27. Changes to These Terms

We may update these Terms to reflect changes in our Services, legal requirements, technology, or business practices.

Updated Terms will be posted on our website with a revised effective or last-updated date.

Where required by law, we will provide advance notice of material changes or seek renewed acceptance.

Material changes will not retroactively eliminate rights that cannot lawfully be waived.

Continued use of the Services after the effective date of validly implemented changes may constitute acceptance where permitted by law.

If a Customer does not agree to revised Terms, they may discontinue use and cancel their subscription in accordance with this Agreement.

28. Assignment

Customers may not assign or transfer this Agreement or their subscription rights to another party without our prior written consent, except where prohibited by law.

NextGen Desk may assign this Agreement as part of a merger, acquisition, restructuring, or sale of substantially all relevant business assets, subject to applicable law.

29. Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will continue in effect to the fullest extent permitted by law.

Any unenforceable provision will be interpreted or limited only to the extent necessary to make it enforceable, where permitted.

30. No Waiver

Failure by either party to enforce a provision of this Agreement does not constitute a permanent waiver of that provision or any other rights.

Any waiver must be authorized and will apply only to the particular circumstances for which it is given.

31. Entire Agreement

These Terms, together with our Privacy Policy, applicable subscription agreements, accepted order forms, and any written service-specific terms, constitute the agreement governing the Customer's use of the Services.

If an expressly negotiated and signed agreement conflicts with these general Terms, the more specific signed agreement controls for the subject matter of that conflict, unless prohibited by law.

32. Survival

Provisions that by their nature should continue after cancellation or termination will survive.

These include provisions relating to:

• Outstanding payment obligations.
• Customer Data ownership.
• Intellectual property.
• Confidentiality.
• Limitation of liability.
• Indemnification.
• Dispute resolution.
• Other obligations intended to survive termination.

33. Contact Information

For questions regarding these Terms, billing, cancellation, account administration, or other service-related concerns, please contact: