Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Client") and NextAnswerAI, LLC ("NextAnswerAI," "Company," "we," "our," or "us") governing your access to and use of our website, products, and services, including but not limited to AI automation solutions, IT infrastructure services, healthcare solutions, and translation services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Acceptable Use Policy, which are incorporated herein by reference. If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE OUR SERVICES.

2. Description of Services

NextAnswerAI provides technology consulting and implementation services, including:

• AI & Automation: Custom AI agents, workflow automation, chatbot development, process optimization, and machine learning solutions
• IT Infrastructure: Cloud solutions, network architecture, system integration, cybersecurity consulting, and technical support
• Healthcare Solutions: Medical coding automation, revenue cycle management, HIPAA-compliant systems, and healthcare operations optimization
• Translation Services: AI-powered translation, localization, multilingual content management, and interpretation services

Specific services, deliverables, timelines, and pricing will be set forth in separate service agreements, statements of work, or proposals ("Service Agreements") between you and NextAnswerAI. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall control with respect to the specific services covered therein.

3. Account Registration and Security

3.1 Account Creation

Some Services may require you to create an account. When creating an account, you agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use strong, unique passwords and enable multi-factor authentication when available
• Not share your account credentials with any third party
• Immediately notify us of any unauthorized use of your account or any other breach of security
• Ensure that you log out of your account at the end of each session

We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised or are being used in violation of these Terms.

4. Use of Services

4.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services solely for your internal business purposes.

4.2 Restrictions

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Copy, modify, distribute, sell, or lease any part of our Services or software
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of our software
• Remove, alter, or obscure any proprietary notices or labels
• Use the Services to develop competing products or services
• Interfere with or disrupt the integrity or performance of our Services
• Attempt to gain unauthorized access to our systems or networks
• Use automated means (bots, scrapers, etc.) to access the Services without our express permission
• Sublicense, resell, or provide the Services to third parties without our written consent

For a complete list of prohibited activities, please refer to our Acceptable Use Policy.

4.3 Service Availability

We strive to maintain high availability of our Services but do not guarantee uninterrupted access. Services may be temporarily unavailable due to scheduled maintenance, updates, or circumstances beyond our control. We will make reasonable efforts to provide advance notice of planned downtime.

5. Client Responsibilities

You acknowledge and agree that:

• You are responsible for providing accurate and complete information necessary for us to deliver the Services
• You will cooperate with us and provide timely feedback, approvals, and access as needed
• You are responsible for ensuring that your use of the Services complies with all applicable laws and regulations
• You will maintain appropriate backups of your data and systems
• You are responsible for the actions of your employees, contractors, and agents who use the Services on your behalf
• You will notify us promptly of any changes that may affect the delivery of Services

6. Intellectual Property Rights

6.1 NextAnswerAI Property

All content, features, functionality, software, designs, text, graphics, logos, trademarks, and other materials associated with our Services (collectively, "Company Materials") are owned by NextAnswerAI or our licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Company Materials except as expressly stated herein.

6.2 Client Property

You retain all rights to your data, content, and materials that you provide to us in connection with the Services ("Client Materials"). You grant us a limited, non-exclusive license to use, reproduce, and modify Client Materials solely as necessary to provide the Services.

6.3 Deliverables

Ownership of work products, deliverables, and custom developments created specifically for you ("Deliverables") will be as specified in the applicable Service Agreement. Unless otherwise agreed in writing:

• Custom code and configurations developed specifically for you will be owned by you upon full payment
• Pre-existing materials, frameworks, tools, and methodologies used to create Deliverables remain our property
• We retain the right to use general knowledge, skills, and experience gained during the engagement

6.4 Feedback

Any feedback, suggestions, ideas, or recommendations you provide regarding our Services ("Feedback") will be owned by NextAnswerAI. You hereby assign to us all rights in such Feedback and agree that we may use it for any purpose without compensation or attribution to you.

7. Payment Terms

7.1 Fees

You agree to pay all fees specified in the applicable Service Agreement or as otherwise agreed in writing. Unless otherwise stated, all fees are quoted in U.S. dollars and are exclusive of applicable taxes, duties, and levies.

7.2 Payment Schedule

Payment terms will be set forth in the applicable Service Agreement. Unless otherwise specified, invoices are due within thirty (30) days of the invoice date. We reserve the right to require deposits or advance payments for certain services.

7.3 Late Payments

Late payments will incur interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower. You will be responsible for all costs of collection, including reasonable attorneys' fees, if we must take action to collect overdue amounts.

7.4 Disputes

You must notify us in writing of any billing disputes within fifteen (15) days of the invoice date. Undisputed portions of invoices must be paid by the due date. We will work in good faith to resolve any legitimate billing disputes.

7.5 Suspension for Non-Payment

We reserve the right to suspend Services if payment is not received within thirty (30) days past the due date, upon providing at least ten (10) days' written notice.

8. Confidentiality

8.1 Definition

"Confidential Information" means any non-public information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

8.2 Obligations

Each party agrees to: (a) protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information only for purposes of performing under these Terms.

8.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession before disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

9. Data Protection and Security

9.1 Data Processing

We will process your data in accordance with our Privacy Policy and applicable data protection laws. For services involving personal data of EU residents, we will enter into appropriate data processing agreements as required by GDPR.

9.2 Healthcare Data (HIPAA)

For healthcare-related services involving Protected Health Information (PHI), we will enter into a Business Associate Agreement (BAA) as required by HIPAA. You are responsible for ensuring that you have obtained all necessary consents and authorizations for us to process PHI on your behalf.

9.3 Security Measures

We implement and maintain appropriate technical and organizational security measures designed to protect your data. However, you acknowledge that no security measures are perfect and we cannot guarantee absolute security.

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that:

• We will provide the Services in a professional and workmanlike manner consistent with industry standards
• Our personnel have the skills, qualifications, and experience necessary to perform the Services
• The Services will substantially conform to the specifications set forth in the applicable Service Agreement

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR A SERVICE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE DO NOT WARRANT THAT ANY DEFECTS WILL BE CORRECTED OR THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS UNLESS EXPRESSLY STATED IN A SERVICE AGREEMENT.

10.3 AI and Automation Disclaimer

AI and automation solutions may produce unexpected results. While we strive for accuracy and reliability, you acknowledge that AI systems may generate errors, and you are responsible for reviewing and validating outputs before relying on them. We are not responsible for decisions made based on AI-generated outputs without appropriate human review.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NEXTANSWERAI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

11.3 Exceptions

The limitations in this Section 11 do not apply to: (a) liability arising from gross negligence or willful misconduct; (b) liability for death or personal injury caused by negligence; (c) liability for fraud or fraudulent misrepresentation; or (d) any liability that cannot be excluded or limited by applicable law.

11.4 Basis of the Bargain

You acknowledge that the fees charged reflect the allocation of risk set forth in these Terms and that we would not enter into these Terms without these limitations of liability.

12. Indemnification

12.1 Your Indemnification

You agree to indemnify, defend, and hold harmless NextAnswerAI and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Services in violation of these Terms
• Your violation of any applicable law or regulation
• Your violation of any third-party rights, including intellectual property rights
• Any Client Materials or data you provide to us
• Any dispute between you and a third party related to the Services

12.2 Indemnification Procedure

We will promptly notify you of any claim subject to indemnification and cooperate with you in the defense of such claim. You will not settle any claim without our prior written consent if the settlement would impose any obligation on us or admit liability on our behalf.

13. Term and Termination

13.1 Term

These Terms are effective as of the date you first access or use our Services and will continue until terminated as provided herein.

13.2 Termination by You

You may terminate your use of our Services at any time by ceasing to access or use the Services and notifying us in writing. Termination does not relieve you of any obligations to pay fees for Services already rendered.

13.3 Termination by Us

We may terminate or suspend your access to the Services immediately, without prior notice or liability, if:

• You breach any provision of these Terms
• You fail to pay fees when due
• We are required to do so by law
• We decide to discontinue the Services (with reasonable notice)
• Your account has been inactive for an extended period

13.4 Effect of Termination

Upon termination:

• All licenses granted to you under these Terms will immediately terminate
• You must cease all use of the Services
• You must pay all outstanding fees
• We may delete your account and associated data after a reasonable retention period
• Provisions that by their nature should survive termination will survive, including Sections 6, 8, 10-12, 14, and 15

14. Dispute Resolution

14.1 Governing Law

These Terms and any disputes arising out of or related to these Terms or the Services will be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions.

14.2 Jurisdiction and Venue

Any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida. You hereby irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum.

14.3 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us to attempt to resolve the dispute informally. Most disputes can be resolved quickly and satisfactorily through informal communication.

14.4 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration will be conducted in Miami-Dade County, Florida, unless otherwise agreed by the parties. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

14.5 Class Action Waiver

YOU AND NEXTANSWERAI 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 OR REPRESENTATIVE PROCEEDING.

14.6 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights pending arbitration.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, and any applicable Service Agreements, constitute the entire agreement between you and NextAnswerAI regarding the Services and supersede all prior agreements and understandings.

15.2 Amendments

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website with a new "Last updated" date or by other means. Your continued use of the Services after such changes constitutes your acceptance of the modified Terms.

15.3 Waiver

Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of NextAnswerAI.

15.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

15.5 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this Section will be void.

15.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

15.7 Force Majeure

Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, strikes, or failures of third-party telecommunications or power supply.

15.8 Notices

All notices under these Terms must be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by commercial overnight courier with tracking; or (d) three (3) days after being sent by registered or certified mail, return receipt requested.

15.9 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any person or entity.

16. Contact Information

If you have any questions about these Terms or our Services, please contact us at:

NextAnswerAI, LLC
Email: legal@nextanswerai.com
Phone: +1 (786) 600-3354
General Inquiries: info@nextanswerai.com