Terms and Conditions

These Website Terms of Use govern your access to and use of nexagency.ai and related subdomains (the "Site"). By accessing the Site, joining the waitlist, subscribing to the blog, contacting us, or otherwise interacting with the Site, you agree to be bound by these Website Terms of Use and our Privacy Policy. If you do not agree, please do not use the Site. If you purchase or use the NexOne product, the NexOne Subscription Terms in Part Two also apply to you.

NexAgency.AI, Inc. ("NexAgency," "we," "us," or "our") builds NexOne, the governance and orchestration layer that helps independent insurance agencies deploy AI safely inside a regulated industry. NexAgency is not a licensed insurance broker or agent, and we do not sell insurance products. The Site is provided for product information, waitlist signup, and education.

You must be at least 18 years old and capable of entering into a legally binding agreement to use the Site. You agree to use the Site only for lawful purposes and in accordance with these Website Terms of Use.

When you join the waitlist, subscribe to the blog, or complete any form on the Site, you provide certain personal and business information. By submitting that information, you: (a) confirm that the information is accurate to the best of your knowledge; (b) authorize us to contact you for scheduling, follow-up, and product communications related to your request; and (c) understand that communications related to your interaction with NexAgency may be recorded where lawful.

You agree not to: (a) use the Site for any unlawful purpose or in violation of these Website Terms of Use; (b) attempt to gain unauthorized access to the Site or related systems; (c) interfere with the operation of the Site or any user's experience; (d) use automated scraping tools, except well-behaved search crawlers; (e) submit false, misleading, or impersonating information; or (f) upload malware, viruses, or other harmful code.

The Site and all content on it are owned by NexAgency or our licensors and are protected by copyright, trademark, and other intellectual property laws. Subject to your compliance with these Website Terms of Use, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for personal, non-commercial evaluation of NexAgency's products and services.

If you submit content to us through the Site (for example, form entries, messages, or blog comments), you grant us a worldwide, royalty-free, perpetual, irrevocable license to use and process that content for operating the Site and providing our services. This section applies to content submitted through the Site generally. Agency Data provided through the NexOne product is governed by Part Two, and Part Two controls for that data.

The Site may contain links to third-party websites or services. These third parties are not under our control, and your use of those websites or services is governed by their own terms.

THE SITE AND ALL CONTENT ON IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND.

Information on the Site about pricing, capability, and outcomes is provided for general guidance and is not a guarantee of any specific result for your agency.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEXAGENCY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, NEXAGENCY'S TOTAL CUMULATIVE LIABILITY ARISING FROM YOUR USE OF THE SITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

This limitation applies to your use of the Site. Liability relating to the NexOne product is addressed separately in Part Two.

You agree to indemnify, defend, and hold harmless NexAgency and its affiliates from and against any claims arising out of your use of the Site, your violation of these Website Terms of Use, or your violation of any third-party rights.

We may suspend or terminate your access to the Site, in whole or in part, at any time and for any reason, with or without notice.

These NexOne Subscription Terms (together with the general provisions below, these "Terms" or this "Agreement") are a binding legal agreement between NexAgency.AI, Inc., an Illinois corporation having a principal place of business at 418 South Poplar Street, Centralia, Illinois 62801 ("NexAgency"), and the licensed independent insurance agency that accepts these Terms ("Agency"). NexAgency and Agency may be referred to herein collectively as the "Parties" or each as a "Party."

By (a) checking the box or clicking the button indicating acceptance of these Terms, (b) completing an in-app purchase of a NexOne subscription, or (c) accessing or using NexOne or the Services, Agency agrees to be bound by these Terms as of the date of that action (the "Effective Date"). If Agency does not agree to these Terms, Agency may not purchase, access, or use NexOne or the Services.

Authority to Bind. The individual accepting these Terms represents and warrants that they are at least eighteen (18) years of age and are an authorized representative of Agency with full legal authority to bind Agency to these Terms. If that individual does not have such authority, or if Agency does not agree to these Terms, the individual must not accept these Terms and must not access or use NexOne.

Agency Identity; Account Information. "Agency" means the independent insurance agency identified in the NexOne account registration and in-app purchase associated with the acceptance described above, including the legal name, state of organization, entity type, and business address provided during registration or purchase. Agency agrees to provide complete, accurate, and current account information and to keep such information updated throughout the Term.

NexAgency provides access to its software-as-a-service offerings and related services to its customers through a certain software platform, including, without limitation, its NexEngine routing component, NexOS workflow automation component, NexIntelligence AI measurement layer, and NexConnect integrations and community component, together with NexAgency's NexOne desktop application (collectively, "NexOne"). Agency desires to access and use NexOne and to receive certain related services and support, hosting, and account services (collectively, the "Services") provided by NexAgency. In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows.

Agency expressly acknowledges that the Services to be provided, including without limitation the use of the NexOne platform, are a governance and orchestration layer for independent insurance agencies only. NexOne standardizes intake, routes work to the right person, reduces manual data entry during and after calls, and creates operational visibility across Agency's team. NexOne is not, and Agency shall not represent it as: (a) a replacement for Agency's AMS, which shall remain Agency's primary system of record; (b) a sales pipeline or kanban tool; (c) an autonomous AI voice agent or a service that makes coverage decisions, binds coverage, or communicates with carriers or policyholders on Agency's behalf without a human in the loop; (d) a client-facing application; or (e) a commission tracking system.

Accordingly, Agency agrees that at all times during the Term and thereafter, Agency remains solely responsible for all licensed insurance activity, including quoting, binding, endorsements, coverage advice, and all communications with carriers and policyholders. NexOne is a workflow and data tool used by Agency's licensed and support staff; it does not replace the professional judgment of a licensed producer or customer service representative. Further, Agency acknowledges that NexAgency may modify, update, enhance, or discontinue features of the Services from time to time in its sole discretion. NexAgency may make changes necessary to comply with Applicable Law, protect the security or integrity of the Services, address third-party requirements, or improve performance.

Platform Access

Subject to and conditioned on Agency's payment of Fees and compliance with all other terms and conditions of this Agreement, NexAgency hereby grants to Agency a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the NexOne platform and the Services during the Term, solely for use by Agency's Authorized Users in accordance with the terms and conditions provided for herein. Such use is strictly limited to Agency's internal use. NexAgency will provide to Agency the access credentials reasonably necessary to access NexOne. For the purposes of this Agreement, "Authorized User" means Agency's employees, contractors, principals, and agents (a) who are authorized by Agency to access and use NexOne and (b) for whom access to NexOne has been purchased hereunder. "Access Credentials" means the username, identification number, password, PIN, or other method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the NexOne platform. Agency is solely responsible for maintaining the confidentiality and security of all Access Credentials and for all activities occurring under its Access Credentials.

Documentation

Subject to the terms herein, NexAgency further grants to Agency a non-exclusive, non-transferable, non-sublicensable, revocable license to use all manuals, handbooks, and/or guides provided by NexAgency to Agency relating to NexOne or the Services, in electronic or hard-copy form ("Documentation").

Use Restrictions

Agency shall not, and shall not allow its Authorized Users to, use NexOne or any of the Services provided herein for any purpose beyond the scope of the access granted in this Agreement. Agency shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (a) copy, modify, or create derivative works of NexOne or Documentation, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available NexOne or Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of NexOne, in whole or in part, or otherwise use NexOne, or attempt to use NexOne, to build, benchmark, or assist in building any competing or derivative product or service; (d) remove any proprietary notices from NexOne or Documentation; (e) use NexOne or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Applicable Law; or (f) use the Services to make solely automated decisions that produce legal or similarly significant effects on an individual without appropriate human review and all legally required notices, consents, and safeguards.

Reservation of Rights

NexAgency reserves all rights not expressly granted to Agency herein. Except for the limited rights, use and license granted under this Agreement, nothing herein shall grant, by implication, waiver, estoppel, or otherwise, to Agency or any third party Person any intellectual property rights or other right, title, or interest in or to NexAgency's NexOne platform, the Documentation, or to any and all intellectual property (NexAgency's "IP") provided to Agency or any Authorized User in connection with the foregoing.

Suspension

Notwithstanding anything to the contrary in this Agreement, NexAgency may temporarily suspend Agency's and any Authorized User's access to any portion or all of the Services, including the NexOne platform, if: (a) NexAgency determines that (i) there is a threat or attack on NexAgency's IP or the Services; (ii) Agency's or any Authorized User's use of NexAgency's IP or the Services disrupts or poses a security risk to NexAgency's IP, the Services, or any other customer or vendor of NexAgency; (iii) Agency or any Authorized User is using NexAgency's IP or the Services for fraudulent or illegal activities; (iv) subject to Applicable Law, Agency has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (v) the provision of the Services to Agency or any Authorized User as described herein is prohibited by Applicable Law; or (vi) Agency breaches this Agreement; (b) immediately upon any failure to pay any Fee or other monetary obligation due to NexAgency hereunder; or (c) as otherwise permitted under this Agreement (any such suspension, a "Service Suspension"). NexAgency may, but is not obligated to, provide written notice of any Service Suspension to Agency and updates regarding resumption of access to NexOne following any Service Suspension. NexAgency will have no liability for any damages, liabilities, losses (including any loss of data or profits), or any other consequences that Agency or any Authorized User may incur as a result of a Service Suspension.

In addition to its other obligations and covenants contained herein, Agency is responsible and liable for all uses of the NexOne platform and Documentation resulting from access provided by Agency, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Agency is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Agency will be deemed a breach of this Agreement by Agency. Agency shall make all Authorized Users aware of this Agreement's provisions applicable to such Authorized User's use of the NexOne platform and shall cause Authorized Users to comply with such provisions. Further, at all times during the Term, Agency will: (a) provide complete, accurate, and current information; (b) ensure that Agency Data and Agency's use of the Services comply with Applicable Law and this Agreement; (c) obtain all rights, permissions, notices, consents, and lawful bases necessary for NexAgency to process Agency Data and personal information as contemplated by this Agreement; (d) maintain appropriate administrative, technical, and physical safeguards for Agency's systems, devices, accounts, and credentials; (e) independently verify all information, outputs, recommendations, routing, measurements, and other results generated through the Services before relying on or acting upon them; and (f) remain solely responsible for its insurance operations, client relationships, regulatory compliance, recordkeeping, and business decisions.

Fees

Agency shall pay NexAgency the fees ("Fees") set forth in the Subscription Tiers and Fees section below without offset or deduction, based on Agency's selected "Subscription Tier" as further described in that section, which is incorporated herein by this reference. Agency shall make all payments hereunder in U.S. dollars in advance on or before the first day of each month during the Term. If Agency fails to make any payment when due, without limiting NexAgency's other rights and remedies: (a) NexAgency may charge interest on the past-due amount at the rate of 2.5% per month, calculated daily and compounded monthly, or, if lower, the highest rate permitted under Applicable Law; (b) Agency shall reimburse NexAgency for all costs incurred by NexAgency in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) NexAgency may immediately suspend Agency's and its Authorized Users' access to any portion or all of the NexOne platform and cease provision of all Services until such amounts are paid in full.

Subscription Tier Selection; Fee Increases

Agency's Subscription Tier, base monthly Fee, included Credit allotment, and overage rates are set out in the Subscription Tiers and Fees section below. NexAgency offers the Subscription Tiers described in that section; provided, however, NexAgency reserves the right to modify, expand, change, alter, add to, discontinue, increase fees for, or otherwise control the Subscription Tiers it offers at any time and in its sole discretion, effective upon notice to Agency. Each Subscription Tier includes a base monthly Fee that covers a set allotment of Credits. For the purposes of this Agreement, "Credits" means the usage allotment included with Agency's Subscription Tier, consumed as Agency uses the metered features of NexOne. Usage beyond the included allotment in a given billing period is billed as an overage at the rate set out in that section. NexAgency may provide usage visibility within NexOne so Agency can monitor Credit consumption. NexAgency may modify Fees upon at least thirty (30) days' written notice before the change takes effect on Agency's next monthly renewal Term. Fee changes will not apply retroactively.

"Locked for Life" Scope

For any Agency accepted into and enrolled in NexAgency's Founders Tier, the phrase "locked for life" refers only to the base monthly subscription Fee for the Founders Tier itself. It does not mean Agency's total monthly bill will never change or be limited to such subscription Fee. Total charges in any billing period may still vary based on (a) Credit overage usage as described in this section; (b) any additional add-ons, integrations, or optional features Agency elects to purchase and/or use during the Term; and (c) all applicable taxes charged to Agency or otherwise payable by Agency. NexAgency will not increase the base Founders Tier subscription Fee for so long as Agency maintains its Founders Tier subscription without a gap in service and remains in compliance with this Agreement. Any gap in a Founders Tier subscription, whether by expiration, termination, nonpayment, suspension, or otherwise, will result in Agency's loss of eligibility for renewed or continued Founders Tier status.

No Setoff; Taxes

To the maximum extent allowed under Applicable Law, all Fees are non-cancelable and nonrefundable, except as expressly stated in this Agreement. Agency will pay all Fees without setoff, counterclaim, deduction, withholding, or recoupment of any kind. All Fees and other amounts payable by Agency under this Agreement are exclusive of taxes and similar assessments. Agency is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Agency hereunder, other than any taxes imposed on NexAgency's income.

Auditing and Records

Agency agrees to maintain complete and accurate records in accordance with GAAP during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. NexAgency may, at its own expense, on reasonable prior notice, periodically inspect and audit Agency's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Agency has underpaid NexAgency with respect to any amounts due and payable during the Term, Agency shall promptly pay the amounts necessary to rectify such underpayment, together with interest as described under Fees above. Agency shall pay for the costs of the audit if the audit determines that Agency's underpayment equals or exceeds 15% for any quarter. Such audit rights shall survive the expiration or earlier termination of this Agreement for a period of sixty (60) days.

The Subscription Tier Agency selects, and the Payment Method Agency provides, at the time of Agency's in-app purchase, together with the then-current base monthly Fee, included Credit allotment, and overage rates presented in the NexOne app for that Subscription Tier, apply to Agency's subscription and are incorporated into this Agreement by this reference. The Subscription Tiers generally available as of the Last Updated date are summarized below. If there is any conflict between the pricing, allotments, or features presented in the app at the time of Agency's purchase and the summary below, the pricing, allotments, and features presented in the app at the time of purchase control.

Payment Method; Recurring Billing Authorization

For payment of the Fees, Agency shall provide a valid and current credit card, debit card, ACH authorization, or other payment method accepted by NexAgency (the "Payment Method") through the in-app purchase flow and will keep the Payment Method accurate, current, and authorized for use throughout the Term. By providing, updating, or otherwise making a Payment Method available, Agency represents that it is authorized to use that Payment Method and expressly authorizes NexAgency, its payment processors, and their respective service providers to charge, debit, or otherwise withdraw from the Payment Method all Fees, taxes, late charges, collection costs, and other amounts due under this Agreement, including recurring Fees charged in advance and any one-time implementation or other charges identified in this section or in the app. Agency's provision of a Payment Method constitutes Agency's affirmative approval and authorization for NexAgency to initiate and process such recurring and other charges or withdrawals without obtaining additional consent for each transaction. NexAgency may charge the Payment Method on or after the applicable due date and may retry any failed, declined, reversed, or disputed charge. If a charge is not successfully processed, Agency remains responsible for promptly paying all amounts due by another acceptable payment method at NexAgency's direction. Agency may revoke authorization for future recurring charges only by delivering written notice to NexAgency at least thirty (30) days before the intended revocation date and only if Agency simultaneously terminates this Agreement in accordance with its terms or provides a replacement Payment Method acceptable to NexAgency. Revocation of a Payment Method authorization does not affect Agency's obligation to pay all Fees and other amounts accrued or due under this Agreement and does not constitute a termination of this Agreement.

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain through no breach of this Agreement by the receiving Party; (b) known to the receiving Party at the time of disclosure without restriction on use or disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party that is not under any confidentiality obligation to the disclosing Party; or (d) independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, professional advisors, and other Representatives who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder and who are bound by confidentiality obligations at least as protective as those set forth herein. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (e) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with Applicable Law, provided that the Party making the disclosure pursuant to the order shall, to the extent legally permitted, first give written notice to the other Party and make a reasonable effort to obtain a protective order; or (f) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed; provided that the receiving Party may retain copies maintained in routine backup systems or as required by Applicable Law, subject to the confidentiality obligations herein. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire two (2) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under Applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.

Intellectual Property

Agency acknowledges that, as between the Parties to this Agreement, NexAgency owns all right, title, and interest, including all intellectual property rights, in and to the NexAgency's IP.

Agency Data

As between the Parties to this Agreement, Agency retains all right, title, and interest, including all intellectual property rights, in and to all information, data, customer and policyholder information, call transcriptions, task and form content, records synced from Agency's AMS or other connected systems, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Agency or an Authorized User through the NexOne platform or to NexAgency directly (the "Agency Data"). Agency hereby grants to NexAgency a non-exclusive, worldwide, royalty-free, fully paid-up license, with the right to sublicense through multiple tiers, to host, reproduce, distribute, modify, adapt, create derivative works of, use, display, and otherwise process Agency Data as necessary or useful to provide, maintain, support, secure, analyze, improve, and develop NexAgency's IP, NexOne platform, and Services; to comply with Applicable Law; and to enforce this Agreement. Agency further grants NexAgency a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license, with the right to sublicense through multiple tiers, to reproduce, distribute, modify, create derivative works of, use, display, and otherwise exploit Agency Data incorporated within Statistics, as defined herein. Agency agrees that such grant includes NexAgency's right to use Agency Data to provide, maintain, and improve NexAgency's IP and/or its NexOne platform, including generating its own operational insights and reports, and to develop de-identified or aggregated data insights that do not identify Agency or any individual.

Statistics

Notwithstanding anything to the contrary herein, NexAgency may monitor Agency and its Authorized User's use of NexOne and collect and compile any and all data and information related to such use, including to compile statistical and performance information related to the provision and operation of the NexOne platform (herein "Statistics"). As between the Parties hereto, all right, title, and interest in any Statistics, and all intellectual property rights therein, belong to and are retained solely by NexAgency. Agency acknowledges that NexAgency may compile Statistics based on Agency Data or other information input into the platform or otherwise provided to NexAgency. Agency agrees that NexAgency may use Statistics to the extent and in the manner permitted under Applicable Law.

Feedback

In the event that Agency, directly or indirectly, sends or transmits any communications or materials to NexAgency orally or in writing by mail, email, or otherwise, suggesting or recommending changes to the NexAgency's IP or NexOne, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), NexAgency is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Agency hereby assigns to NexAgency on Agency's behalf, and on behalf of its employees, contractors, and/or agents, all right, title, and interest in, and NexAgency is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although nothing herein shall be interpreted as requiring NexAgency to use any Feedback.

NexAgency warrants that the NexOne platform and all Services to be provided hereunder by NexAgency will be provided in a professional manner consistent with general industry standards. THE FOREGOING WARRANTY DOES NOT APPLY, AND NEXAGENCY STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, NEXAGENCY'S IP AND THE NEXONE PLATFORM IS PROVIDED "AS IS" AND NEXAGENCY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, NEXAGENCY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, PROFITABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FURTHER, AGENCY ACKNOWLEDGES THAT NEXAGENCY MAKES NO WARRANTY OF ANY KIND THAT THE NEXAGENCY'S IP, NEXONE PLATFORM OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET AGENCY'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE, OR THAT AI-GENERATED SUGGESTIONS OR OTHER MATERIALS WILL BE ACCURATE OR COMPLETE. AGENCY IS SOLELY RESPONSIBLE FOR AND HEREBY DIRECTED TO HAVE A LICENSED PROFESSIONAL REVIEW ALL COVERAGE-RELATED DECISIONS AND CLIENT COMMUNICATIONS. AGENCY UNDERSTANDS AND ACKNOWLEDGES AI-GENERATED OUTPUTS MAY CONTAIN ERRORS OR INACCURACIES; AS SUCH, AGENCY AND ITS AUTHORIZED USERS ARE SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING THE INFORMATION FOR ACCURACY BEFORE USE.

The following applies to claims relating to the NexOne product, the Services, and the Subscription Terms.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NEXAGENCY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT SERVICES, IN EACH CASE REGARDLESS OF WHETHER NEXAGENCY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NEXAGENCY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO NEXAGENCY UNDER THIS AGREEMENT IN THE THREE (3)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NexAgency Indemnification

NexAgency shall indemnify, defend, and hold Agency harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Agency resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the NexOne platform, when used by Agency in accordance with this Agreement, infringes or misappropriates such third party's U.S. patents, copyrights, or trade secrets, provided that Agency promptly notifies NexAgency in writing of such Third-Party Claim, cooperates with NexAgency, and allows NexAgency sole authority to control the defense and settlement of such Third-Party Claim. NexAgency shall not settle any Third-Party Claim in a manner that admits liability on the part of Agency or imposes any obligation on Agency without Agency's prior written consent. If a Third-Party Claim is made or appears possible, Agency agrees to permit NexAgency, at its sole discretion, to (a) modify or replace the NexOne platform, or component or part thereof, to make it non-infringing, (b) obtain the right for Agency to continue use, or (c) terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Agency, in which case NexAgency's sole obligation will be to refund any prepaid Fees allocable to the terminated portion of the Services for the period following the effective date of termination. This section will not apply to the extent that the alleged infringement arises from: (d) use of NexOne in combination with data, software, hardware, equipment, or technology not provided by NexAgency or authorized by NexAgency in writing; (e) modifications to the NexOne platform not made by NexAgency; (f) Agency Data; (g) Agency's or any Authorized User's use of NexOne other than in accordance with this Agreement or the Documentation; or (h) any third-party product or service.

Agency Indemnification

Agency shall indemnify, hold harmless, and, at NexAgency's sole option, defend NexAgency, its Affiliates, and their respective officers, directors, employees, contractors, licensors, shareholders, and agents from and against any and all Losses, including reasonable attorneys' fees, arising out of or relating to: (a) Agency Data, including any Third-Party Claim that Agency Data, or any use of Agency Data in accordance with this Agreement, infringes, misappropriates, or otherwise violates any third party's intellectual property, privacy, publicity, or other rights; (b) Agency's or any Authorized User's access to or use of the Services, including any AI output or third-party service; (c) Agency's breach of this Agreement, Applicable Law, or any obligation to obtain consent, provide notice, or establish a lawful basis for processing personal information; or (d) Agency's insurance-agency operations, advice, representations, decisions, services, or acts; except, in each case, solely to the extent finally determined by a court of competent jurisdiction to have directly resulted from NexAgency's gross negligence or willful misconduct. Agency may not settle any Third-Party Claim against NexAgency unless NexAgency consents to such settlement, and NexAgency will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice, at Agency's expense.

Sole Remedy

THIS SECTION SETS FORTH AGENCY'S SOLE REMEDIES AND NEXAGENCY'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

Term

Unless otherwise expressly provided in these Terms or Agency's in-app plan, the term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue on a month-to-month basis (the "Term"). This Agreement will automatically renew on a monthly basis until terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current monthly term.

Termination

In addition to any other express termination right set forth in this Agreement:

(i) NexAgency may terminate this Agreement, effective on written notice to Agency, if Agency: (A) fails to pay any amount when due hereunder, and such failure continues more than five (5) days after NexAgency's delivery of written notice thereof; or (B) breaches any of its obligations or other terms hereunder and such breach (1) is incapable of cure; or (2) continues more than fifteen (15) days after NexAgency's delivery of written notice thereof;

(ii) either Party may terminate this Agreement for convenience, by providing at least thirty (30) days advance written notice of the termination date to the other Party; or

(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Effect of Expiration or Termination

Upon expiration or earlier termination of this Agreement, Agency shall immediately discontinue use of the Services, NexOne platform, NexAgency's IP, Documentation, and other services provided hereunder. Without limiting Agency's obligations surviving hereunder, Agency shall delete, destroy, or return all copies of NexAgency's IP and certify in writing to NexAgency that the same has been deleted or destroyed. No expiration or termination will affect Agency's obligation to pay all Fees that may have become due before such expiration or termination or entitle Agency to any refund. Upon Agency's written request made within thirty (30) days following termination, NexAgency may make Agency Data available for export or return in NexAgency's then-current standard format. Following such thirty (30)-day period, NexAgency may delete all Agency Data from its systems, except as required by Applicable Law or NexAgency's internal document retention policies.

Security

NexAgency will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Agency Data against unauthorized access, use, alteration, or disclosure. Agency acknowledges that no system or transmission is completely secure, consistent with industry practice for a software provider handling business and customer records. However, NexAgency does not guarantee that the Services will be free from unauthorized access, loss, alteration, or interruption. Agency is responsible for configuring the Services and using available security features in a manner appropriate to Agency's risk profile and legal obligations. At all times during the Term, Agency is solely responsible for all acts and omissions of its Authorized Users and for maintaining the confidentiality and protection of all account credentials.

Security Incidents

NexAgency will notify Agency promptly (email being sufficient) after becoming aware of a confirmed unauthorized acquisition of, access to, or disclosure of Agency Data in NexAgency's possession or control that triggers a notification obligation under applicable law (a "Security Incident"). NexAgency will provide information reasonably available to NexAgency regarding the Security Incident and will take commercially reasonable measures to investigate, mitigate, and remediate it. A Security Incident does not include unsuccessful attempts or activity that do not compromise the security of Agency Data.

Third-Party and AMS Integrations

NexOne may connect to Agency's agency management system ("AMS") and other third-party systems Agency authorizes (for example, Momentum, AgencyZoom, or carrier portals). Agency is responsible for having the necessary rights and authorizations to permit NexOne to connect to those systems on Agency's behalf.

Compliance and Regulatory Requirements

Agency is solely responsible for complying with all insurance regulatory requirements, licensing requirements, and carrier-specific technology and data-handling policies applicable to Agency's use of NexOne, including any carrier policy restricting automated or AI-driven interaction with that carrier's systems. NexAgency may provide configuration support to help Agency operate within such policies but does not guarantee or make any promises or representations regarding compliance with any specific carrier's or other legal requirements. In furtherance of Agency's obligations, Agency shall not use NexOne in a manner that violates any insurance carrier's technology, AI, or bot-use policy applicable to Agency. NexAgency does not provide legal, regulatory, insurance, or compliance advice, and Agency is solely responsible for knowing and complying with each carrier's current policy (for example, some carriers restrict automated or credentialed logins to their systems); NexOne's role is limited to the human-in-the-loop, wrap-around functions described herein, and Agency remains responsible for how its own Authorized Users use NexOne within any given carrier's systems.

Gaya Use

For the purposes of this Agreement "Gaya" means the third-party data pre-fill service that may be included with Agency's Subscription Tier, which surfaces information for a logged-in NexOne Authorized User to review and manually apply. Gaya does not log into any carrier or Agency system on its own and does not take autonomous action within any Agency or carrier system. Where Agency's Subscription Tier, as shown in Agency's NexOne plan, includes Gaya, Gaya operates as a pre-fill aid used by a logged-in NexOne Authorized User; it does not independently authenticate into or take action within any carrier or Agency system. The Agency, each Authorized User, and/or the designated Agency staff remain solely responsible for reviewing and confirming all data before it is submitted or acted upon.

Governing Law; Submission to Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Illinois without giving effect to any conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms, the Site, or the Services will be instituted exclusively in the Fourth Judicial Circuit, Clinton County, Illinois, and the United States District Court for the Southern District of Illinois, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Good-Faith Mediation

Except for an Excluded Claim, before commencing litigation, a Party will provide written notice describing the dispute and the relief sought. The Parties will first attempt in good faith to resolve the dispute through confidential mediation administered by a mutually agreed mediator in the State of Illinois. If the Parties do not resolve the dispute within thirty (30) days after the mediation notice, either Party may pursue available legal remedies. For the purposes of this subsection, an "Excluded Claim" means: (a) any claim by NexAgency for unpaid Fees or other monetary amounts owed by Agency; (b) NexAgency's exercise of its suspension, termination, collection, or enforcement rights under these Terms; (c) a claim seeking temporary, preliminary, or permanent injunctive, equitable, or other emergency relief, including to protect confidential information, intellectual property, data security, or the Services; (d) any claim necessary to prevent expiration of a statute of limitations or preserve a legal right; or (e) a claim brought to enforce a settlement or judgment. A Party may pursue an Excluded Claim immediately in a court of competent jurisdiction without first mediating.

Waiver of Jury Trial

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICES.

NexAgency may modify these Terms from time to time in its discretion. NexAgency will post the modified Terms with an updated "Last Updated" date and, for material changes affecting the NexOne Subscription Terms, will provide reasonable advance notice to Agency by email to the address associated with Agency's account or through the NexOne platform. Modified Terms are effective as of the date stated in the updated Terms. Your continued use of the Site, and Agency's continued access to or use of NexOne, after that date constitutes acceptance of the modified Terms. If Agency does not agree to the modified Terms, Agency must stop accessing and using NexOne and may terminate in accordance with the Term and Termination section. Except for NexAgency's right to modify these Terms as set forth above, no amendment to or modification of the Subscription Terms is effective unless it is in writing and signed by an authorized representative of each Party, and Agency may not unilaterally amend or modify the Subscription Terms. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, (i) no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Entire Agreement

These Terms (comprising the Website Terms of Use, the NexOne Subscription Terms, and these general provisions), together with any documents incorporated herein by reference and, for NexOne customers, the Subscription Tier, Payment Method, and other purchase details Agency selects or provides in-app, constitute the sole and entire agreement of the Parties with respect to their subject matter and supersede all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified or registered U.S. mail (return receipt requested), or email (with confirmation of transmission and a copy sent regular U.S. mail). Notices to NexAgency must be sent to NexAgency.AI, Inc., 418 South Poplar Street, Centralia, Illinois 62801, Attn: Legal, and to help@nexagency.ai. Notices to Agency must be sent to the address and email associated with Agency's account or otherwise designated by Agency in writing. Except as otherwise provided in these Terms, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this section. Notices are deemed received upon delivery if delivered personally, one (1) business day after deposit with an overnight courier, three (3) business days after mailing, or upon confirmation of email transmission if sent during normal business hours on a business day (or otherwise on the next business day).

Force Majeure

In no event shall either Party be liable to the other Party, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's control, including but not limited to acts of God, flood, fire, earthquake, pandemics, epidemics, governmental imposed shutdowns, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. For clarity, no force majeure event will excuse, delay, reduce, or suspend Agency's obligation to pay Fees or other amounts due under these Terms.

Severability

If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination, the invalid, illegal, or unenforceable provision will be modified and enforced to the maximum extent permitted by Applicable Law so as to effect the Parties' original intent as closely as possible, and the remaining provisions of these Terms will remain in full force and effect.

Attorneys' Fees

In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party against the other Party arising out of or related to these Terms, the prevailing Party is entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing Party.

Cumulative Remedies

Except as otherwise expressly set forth in these Terms, all rights and remedies provided in these Terms are cumulative and not exclusive, and the exercise by NexAgency of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at Law, in equity, by statute, in any other agreement between the Parties, or otherwise.

Equitable Relief

Agency acknowledges and agrees that a breach or threatened breach by Agency of any of its obligations under these Terms would cause NexAgency irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, NexAgency will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Assignment

Agency may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of NexAgency in each instance. Any purported assignment or delegation in violation of this section will be null and void. No approved assignment or delegation will relieve Agency of any of its obligations hereunder. NexAgency may assign these Terms, in whole or in part, without Agency's consent. These Terms are binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

Export Regulation

Agency shall comply with all Applicable Laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Agency Data outside the United States.

Electronic Acceptance; Counterparts

The NexOne Subscription Terms may be accepted electronically, and Agency's electronic acceptance (including by checking a box, clicking a button, or completing an in-app purchase) has the same legal effect as a handwritten signature. To the extent these Terms are executed in counterparts, each is deemed an original, but all of which together are deemed to be one and the same agreement.

Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

No Third-Party Beneficiaries

These Terms are for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of these Terms.

Compliance with all Laws

Each Party will comply with all Laws applicable to its own performance under these Terms. Agency acknowledges that the Services are not designed to satisfy Agency's obligations under insurance, financial services, consumer protection, employment, accessibility, records-retention, privacy, data-protection, or other industry-specific laws or regulations unless expressly agreed in a writing signed by NexAgency.

For the purposes of these Terms, the following terms shall have the meanings defined below:

"Affiliate" of a party means any individual or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such party.

"Applicable Law" or "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement or rule of law of any Governmental Authority.

"GAAP" means generally accepted accounting principles in the United States as in effect from time to time.

"Governmental Authority" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

"Person" means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

"Representative" means, with respect to any Person, any and all directors, managers, shareholders, members, officers, employees, consultants, financial advisors, counsel, accountants, and other agents of such Person.