Terms and Conditions

These Terms and Conditions govern access to and use of NextGen’s artificial intelligence software, platforms, AI agents, analytics, automations, and related services (“AI Services”).

By accessing or using the AI Services, you agree to be bound by these Terms and Conditions. If you do not agree, you must not access or use the AI Services.

These Terms apply unless expressly overridden by a written agreement executed by both parties.

1. Definitions

• “Client,” “You,” or “Your” refers to the individual or entity accessing or using the AI Services.
• “The Company,” “We,” “Us,” or “Our” refers to NextGen AI Technologies Inc.
• “AI Services” means all AI-powered software, agents, platforms, integrations, analytics, automations, and related services provided by NextGen.
• “Inputs” means data, prompts, content, files, or instructions submitted to the AI Services by or on behalf of the Client.
• “Outputs” means responses, recommendations, content, insights, or results generated by the AI Services.

2. Order of Precedence

These Terms apply to all AI Services unless expressly overridden by a written agreement.

In the event of a conflict:

1. A signed contract, subscription agreement, order form, or statement of work shall prevail;
2. These AI Services Terms & Conditions shall apply as the default; and
3. Website policies apply only where neither of the above addresses the issue.

3. Scope of AI Services

The AI Services are designed to assist with automation, analysis, content generation, decision support, and operational workflows.

AI Services do not replace human judgment. The Client remains solely responsible for decisions, actions, and outcomes resulting from use of the AI Services.

4. Client Responsibilities

The Client agrees to:

• Provide lawful, accurate, and authorized Inputs;
• Ensure it has all necessary rights and permissions to submit Inputs;
• Independently review Outputs prior to reliance; and
• Use the AI Services in compliance with all applicable laws.

The AI Services may not be used to generate or disseminate unlawful, misleading, infringing, or harmful content.

5. AI Outputs and Limitations

AI Services operate using probabilistic and non-deterministic models. Accordingly:

• Outputs may be inaccurate, incomplete, or outdated;
• Similar Inputs may generate different Outputs at different times; and
• Outputs are not guaranteed to be correct, complete, or suitable for any purpose.

The AI Services do not provide legal, financial, medical, regulatory, or professional advice. Clients must consult qualified professionals before acting on Outputs.

6. Data, Privacy, and Security

Client data is handled in accordance with NextGen’s Privacy Policy.

Unless otherwise agreed in writing:

• NextGen does not claim ownership of Client Inputs;
• Inputs are processed solely to provide the AI Services; and
• The Client remains responsible for the legality and content of all Inputs.

7. Intellectual Property

All intellectual property rights in the AI Services, including software, models, workflows, and system architecture, are owned by NextGen or its licensors.

No rights are granted except as expressly stated. The Client may not copy, reverse engineer, sublicense, or redistribute the AI Services.

Ownership of Outputs does not confer ownership of the underlying AI systems or methodologies.

8. Fees and Billing

Fees for AI Services are as set forth in the applicable agreement or order.

Unless otherwise stated:

• Fees are non-refundable;
• Failure to pay may result in suspension or termination; and
• Usage-based fees may vary by billing period.

9. Term & Renewal

The terms of access to the AI Services shall be as specified in the applicable contract, subscription agreement, order form, or statement of work. Where no term is expressly stated, the term shall be twelve (12) months.

Thereafter, the term shall renew in accordance with the provisions of the applicable contract, or, if no renewal provisions are stated, shall continue until cancelled or terminated in accordance with these Terms.

10. Cancellation Procedure

This section applies only where cancellation provisions are not otherwise specified in a written agreement.

Unless otherwise stated in the applicable contract, the Client must provide a minimum of sixty (60) days’ written notice of cancellation.

A subscription and/or service termination notice must be submitted using the cancellation form available through the NextGen AI Technologies Inc. support website.

Cancellation Form

Cancellation shall take effect at the end of the applicable notice period. Fees paid are non-refundable unless expressly agreed in writing.

11. Termination

11a. Termination for Cause

Either party may terminate access to the AI Services if the other party:

• Commits a material breach and fails to cure such breach within sixty (60) days after written notice; or
• Becomes insolvent, enters liquidation, or has a receiver or administrator appointed.

11b. Termination or Suspension for Non-Payment

• Without limiting any other rights, failure to pay any invoice when due shall constitute a material breach of these Terms.
• If the Client fails to pay any undisputed invoice within thirty (30) days after written notice of non-payment, NextGen may suspend the AI Services until payment is made in full.
• If the Client fails to pay two (2) consecutive monthly invoices following such notice, NextGen may terminate the AI Services upon written notice.
• Repeated late payments shall constitute a material breach and may result in suspension or termination of the AI Services, even if such invoices are ultimately paid.
• Commits a material breach and fails to cure such breach within sixty (60) days after written notice; or
• Becomes insolvent, enters liquidation, or has a receiver or administrator appointed.

11c. Termination or Suspension by NextGen

NextGen may suspend or terminate access immediately if:

• Use of the AI Services poses legal, security, or operational risk; or
• The AI Services are used unlawfully or in violation of third-party rights.

12. Effect of Termination

Upon termination or cancellation:

• Access to the AI Services will cease;
• All telco packages will be cancelled, including assigned phone numbers;
• Outstanding fees remain due and payable;
• No refunds shall be issued unless expressly agreed; and
• Sections relating to intellectual property, disclaimers, limitation of liability, indemnification, and governing law shall survive termination.

13. Disclaimer

To the maximum extent permitted by law, the AI Services are provided “as is” and “as available.”

NextGen disclaims all warranties, express or implied, including warranties of accuracy, reliability, fitness for a particular purpose, and non-infringement.

14. Limitation of Liability

To the maximum extent permitted by law:

• NextGen shall not be liable for indirect, incidental, special, or consequential damages; and
• Total liability shall not exceed fees paid by the Client in the twelve (12) months preceding the claim.

15. Indemnification

The Client agrees to indemnify and hold harmless NextGen from claims arising from:

• Use of the AI Services;
• Client Inputs;
• Reliance on Outputs; or
• Violation of law or third-party rights.

16. Force Majeure

Neither party shall be liable for failure to perform due to events beyond reasonable control, including acts of God, government actions, outages, pandemics, or similar events.

17. Assignment and Transfers

The Client may not assign these Terms without prior written consent.

NextGen may assign or subcontract services without impacting pricing or service levels.

18. Governing Law and Jurisdiction

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

Exclusive jurisdiction lies with the state and federal courts of Collier County, Florida.