Terms and Conditions

Last Updated: June 2025

1. AGREEMENT; USE OF SITE AND SERVICES; WAIVERS. These Service Terms and Conditions (“Terms”) are an agreement between you (“Client”, “you” and “yours”) and Nexa Receptionists LLC and/or Nexa Receptionists Chat dba Client Chat Live, together with its affiliates and subsidiaries (the “Company”).

The Company owns and operates this website, https://www.nexa.com/ (collectively, the “Site”). These Terms govern Client’s use of the Site and all other services provided by the Company pursuant to any service plan between the Client and the Company (“Service Plan”), including inbound call answering and virtual reception services, outbound communication, chat and chat monitoring services, visitor tracking, mobile applications, SMS, MMS, text messaging, customer portals, dashboards, and any other software, and all applications, platforms, and digital properties offered through third party platforms.  All the above and any other services provided by the Company are referred to as the “Services,” and all Services are governed by these Terms. In the event of any conflict between these Terms and the Service Plan, these Terms shall govern.  You should read these Terms carefully and print a copy of them for your records. You should also revisit this page periodically to review any updates to these Terms.

ARBITRATION AND WAIVER OF JURY TRIAL AND CLASS ACTION: CLIENT AGREES THAT DISPUTES BETWEEN CLIENT AND THE COMPANY OR OTHER PARTIES DESCRIBED HEREIN WILL BE RESOLVED BY BINDING, INDIVIDUAL (SOLELY BETWEEN CLIENT AND THE COMPANY) ARBITRATION AT THE ELECTION OF EITHER PARTY, EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED BELOW, AND UNLESS CLIENT OPTS-OUT IN THE MANNER SET FORTH BELOW. CLIENT WAIVES ITS RIGHT TO A JURY TRIAL AND TO BRING OR RESOLVE ANY DISPUTE AS OR TO PARTICIPATE IN A CLASS, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR COLLECTIVE ACTION IN COURT OR IN ARBITRATION.

2. PLANS, CHARGES AND FEES.

(a)  Plans and Descriptions.  The Company offers plans with different Services, charges and fees. Some Services are offered at a base rate for a bundle of Services plus overage, and other Services are offered on a time-basis or event-basis.  Client may also be charged for system time and fees. The specific rates and fees to be charged to Client for the Services provided by the Company to the Client are identified on Client’s Service Plan and/or invoices issued to Client.  IF YOU HAVE ANY QUESTIONS ABOUT HOW YOU ARE BEING BILLED FOR SERVICES, PLEASE CONTACT THE COMPANY’S BILLING DEPARTMENT VIA PHONE OR EMAIL AT 800-408-3408, OR CUSTOMERSUCCESS@NEXA.COM. IN ADDITION TO ANSWERING ANY QUESTIONS ABOUT HOW YOU ARE BEING BILLED, THE COMPANY WILL BE HAPPY TO PROVIDE YOU WITH A FULL DETAILED DESCRIPTION OF ANY AND ALL CHARGES AND FEES RELATED TO YOUR ACCOUNT. 

The Company reserves the right to change its rates, charges, fees or pricing plans or adjust pricing for Services or any components thereof, in any manner and at any time. 

(b) Time-based billing (including billing for time-based overages or System Time, defined below) for time spent performing Services such as answering calls, drafting and sending texts or emails, initiating, facilitating or making outbound calls and/or dispatching, reviewing and responding to customer service inquiries, may be designated as minutes or as work time or talk time. All time (including overage measured in time) will be billed in increments of a designated number of seconds (such as 30-second or 6-second increments) or in whole-minute increments, as identified in your Service Plan.  Any partial increments of time will be rounded up to the nearest whole increment (whether measured by a designated number of seconds or by minute). For example, if you are on a 30-second increment plan and receive a call that lasts 10 seconds, it will be billed as 30 seconds; if you are on a 60-second increment plan and the Company places a call that lasts 10 seconds, it will be billed as 60 seconds, and if you are on a whole-minute plan and receive a call that lasts 10 seconds, it will be billed as a minute. For calls, time is calculated starting from the time a receptionist receives or initiates the call and ending when the call is transferred through to someone, or to voicemail, or otherwise disconnects because the call is over (and includes time when callers are on hold waiting to be transferred and outbound ringing time), as well as any time a receptionist spends completing information about the call after the caller has hung up or that the Company spends performing other work on your account. Client agrees that the Company may, and reserves the right to, utilize one or more conversational artificial intelligence agents or services (the “AI Agent”) to answer and respond to calls, texts, and/or chats with Client’s callers and customers, and to otherwise support and supplement the Company’s staff and representatives in the provision of any Services, and that any time spent by the AI Agent initiating, answering or responding to calls, chats, or texts will be billed as set forth in the applicable Service Plan.  If Client does not want to utilize the AI Agent as part of the Services, Client may opt-out as set forth on the applicable Service Plan or by providing written notice to the Company at CUSTOMERSUCCESS@NEXA.COM.

(c) Event-based billing will be per call (inbound or outbound), per chat, per contract, per lead, or per text message (each, an “Event”), as set forth on your Service Plan.  Your Service Plan will specify charges for each Event or an allotted number of Events, and a charge for any overage of Events. The types of billable Events will be specified on the Service Plan. For Services billed on a per call basis, the Company reserves the right to bill the Client for inbound calls that are pre-recorded calls, robocalls, telemarketing calls, other unsolicited calls, and/or ‘dead-air’ calls. For Services billed on a per chat or per text message basis, the Company measures the Client’s number of chats or text messages based on the number of “engaged chats,” meaning any online interaction with one of the Company’s chat/text representatives or the AI Agent that starts when a Client’s website visitor engages a chat/text representative or the AI Agent for any reason, or billing may be based on “valid chats” in which a chat operator obtains a visitor’s name and contact information, as set forth in the applicable Service Agreement. If use of the AI Agent is included in the Services, the Company may bill per Event as set forth herein, or the Company may charge separate or additional fees for use of the AI Agent, as set forth in the applicable Service Plan.

(d) Some Service Plans include charges for system time.  System time is any time associated with processes (whether manual or automatic) that occur or are executed on the Client’s behalf and is billed in arrears. System time may be billed as a percentage of work and/or talk time or in such other manner as set forth on your Service Plan. If your account is subject to system time charges, it will be clearly stated on your Service Plan.

(e)  Fees.  Client may be charged fees to help defray certain direct and indirect charges, costs, fees and/or taxes incurred by the Company to provide the Services, depending on Client’s Service Plan and the resources provided to Client.  These fees are not mandated or imposed by law but are determined by the Company, may be billed on a per event or per minute basis, or as a percentage of other charges, and may be designated on your Service Plan and/or monthly invoice as one or more of the following:

— Set Up Fee.  A one-time Set Up Fee as outlined on the Services Plan, which Set Up Fee will be non-refundable.

— Service Fee.  A Service Fee contributing to the recovery of certain expenses related to provision of the Services based on a percentage of the Client’s monthly invoice and determined by the Service Plan and features selected by the Client. The Company reserves the right, upon notice to Client, to increase or change any component of the Service Fee.

— Holiday Fees.  Holiday-related fee for the following holidays: New Years Day, Martin Luther King Jr. Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas

— Miscellaneous, Technology, Compliance or Telecom Fees.  A flat fee contributing to the recovery of certain telecommunication expenses related to provision of the Services, and/or certain expenses related to regulatory or compliance programs for security, privacy, cybersecurity, data storage and related issues, and/or technology, development of mobile applications, integration, access and related issues.

— Training Fees.  Fees contributing to the recovery of expenses relating to training and coaching of Company employees.

— Other Fees.  If noted on the Service Plan, the Company may charge fees for features that include, but are not limited to, voicemail boxes, use of the AI Agent, call transfer fees, additional phone number rental fees, reporting fees, portal and mobile app access fees, completed documentation or questionnaire fees, and encrypted SMS messaging fees.

3. PAYMENT; LATE CHARGES

Client will incur monthly charges and fees for Services associated with the Service Plan selected by Client for each whole or partial month during which Client’s Service Plan remains in effect and is responsible for paying all charges and fees for Services, plus any applicable taxes, duties, or other additional payments required by law.  Unless otherwise stated in a Service Plan, payment is due thirty (30) days from the invoicing date for each month’s Services. If stated in your Service Plan, payment is due on or before the start date indicated in the Service Plan, and then on or before the first day of each successive billing cycle following the start date.  If payment is not made within the designated time, or if the Company cannot charge the payment method on file with the Company for Client’s account for any reason, the Company reserves the right to suspend or terminate Client’s access to the Services.

If Client exceeds its Service Plan’s minutes in any given month, it will be charged for any additional minutes used during that month at the overage rate associated with the Service Plan, and partial minutes will be rounded up in accordance with Section 2(b). The Company reserves the right to change its charges or pricing plans, or adjust pricing for Services or any components thereof, in any manner and at any time.

The charges and fees associated with your account will be billed to your payment method in accordance with the above. Client authorizes the Company to charge all charges and fees on a recurring basis unless and until a Service Plan is terminated in accordance with Section 4.

4. TERM; TERMINATION

(a)  Unless otherwise stated in a Service Plan, any Service Plan subscription shall automatically extend on a month-to-month basis unless the Client terminates its Service Plan in accordance with this Section 4(a) by giving the Company a written cancellation request at least 1 month prior to your next invoice due date (unless you request a later cancellation date) or the Company terminates the Service Plan in accordance with Section 4(b).

UNLESS OTHERWISE STATED IN A SERVICE PLAN, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW ON A MONTHLY BASIS UNLESS TERMINATED IN ACCORDANCE WITH THIS SECTION 4.

(b) The Company may terminate your Service Plan at any time with thirty (30) days’ written notice. Your Service Plan may be terminated earlier and without any written notice if the Company determines in its sole and absolute discretion that (i) continuation of Services will adversely affect service to other customers, (ii) Client’s advertising is causing extreme fluctuations in call volume that adversely affects service to other customers, (iii) Client or its callers are abusive, disrespectful, or otherwise inappropriate to Company personnel, (iv) Client is in violation of any Federal Communications Commission rules, (v) a request from Client or its callers constitutes or otherwise relates to fraudulent or illegal activity or to a sexual or otherwise potentially illicit encounter, (vi) the credit information furnished by Client is inaccurate or Client is otherwise in breach of these Terms. The Company may investigate violations of these Terms and any conduct that affects the business of the Company or its provision of services to other customers, and in response may take any action it deems appropriate.  Client authorizes the Company to provide any information about Client to law enforcement, collection and credit agencies and consents to the Company responding to any subpoena, court order, or other court authorized request for information served on the Company without necessity to contest the request on any grounds.

(c) Subscription fees are non-refundable.  Client is responsible for paying all unpaid fees through the end of the current term. In the event of an early termination, Client will not be entitled to a refund for any portion of any subscription fees paid or owed.

(d)  If your Service Plan identifies a term that is different from the month-to-month term identified in Section 4(a), your Service Plan will be for that term, subject to Section 4(b), and if you choose to continue the Services after the expiration of the term stated in your Service Plan, then your Service Plan will be on a month-to-month basis as set forth in Section 4(a).

5. COMPANY PRIVACY POLICY.

The Company Privacy Policy, located at https://www.nexa.com/privacy-policy/, is incorporated in these Terms by reference.  Usage of the Company’s Services constitutes consent to be bound by the Company Privacy Policy. Use of the Services also constitutes consent to receive communications from the Company electronically via the Services, email, text message, or otherwise. Client will provide accurate, current, and complete contact information to the Company and will update that information as necessary when using the Services.

6. MODIFICATION.

(a) The Company may change or modify at any time: (i) this Site or the Services, including terminating, eliminating, supplementing, modifying, adding or discontinuing any content or feature or data or service on or available through this Site or the Services or the hours that they are available; (ii) the equipment, hardware, or software required to use and access this Site or the Services; and (iii) any fees or charges related to use of this Site or the Services.

(b) The Company may modify these Terms at any time, and the modifications shall be effective immediately upon posting on this Site. Client agrees to review the Terms periodically, and Client’s continued use of the Site and Services shall be deemed its acceptance of any modified Terms. If any provisions of these Terms are found to be unenforceable, the remaining Terms shall remain in full force and effect, and the otherwise unenforceable portion shall be amended to be enforceable to the greatest extent permitted by law.

7. USE OF THIS SITE.

Some countries may have laws that forbid participating in the activities offered on the Site or Services, such as a minimum age for using the Internet or entering into contracts like these Terms. Client is responsible for making sure it can use this Site and the Services in its location of residence. Continuing to use the Site warrants Client’s verification that it is permitted to use the Site and Services in its jurisdiction.

Access of this Site by Client outside of the United States is at Client’s own risk. Client is responsible for compliance with local, national, or international laws and understands this Site, the Services or both may not be available in all countries and Client is responsible for ensuring that it is lawful for it to use this Site and receive the Services in its location.

8. ELIGIBILITY.

Client represents and warrants that Client: (a) has full power and authority to enter these Terms and will not violate any other agreement to which Client is a party by doing so; (b) is above the legal age of majority in the jurisdiction in which Client resides; and (c) has not previously been suspended or removed from any services provided by the Company.

9. TEXT MESSAGING AND ELECTRONIC MESSAGES.

Client may opt in to receive SMS text messages on a mobile device. Data received in connection with text messaging services may include mobile phone numbers, the carrier’s name, the date, time, and content of messages, and other information provided by Client. The Company may use this information to contact Client and provide Services.

Client agrees to provide valid contact information for communication by phone, SMS, MMS, email, text message, and/or US mail.  Client consents to Company using that contact information to communicate with Client about the Services. Client agrees to receive message information electronically, including but not limited to SMS, MMS, text message, email, and secure message app, and to not utilize the Services in violation of any applicable state and federal laws, rules, and regulations. If the Company communicates with Client employees via SMS, MMS, text message, email, and secure message app, Client will obtain all necessary consents and provide all necessary notices to share its employees’ numbers for the purposes of the Company sending SMS to its employees.

Client is responsible for any mobile-related message or data charges, so please contact your wireless carrier if you have questions about messaging or data charges. The Company will not be liable for any delays in the receipt of any text messages. Delivery is subject to effective transmission from your network operator. To stop receiving text messages, you may reply “STOP” to any text message you receive from us, and we will thereafter send you a text to confirm you have been unsubscribed.

By accessing the Site, signing up for a Service Plan or any Services, creating an account with us, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you consent to (i) the Company communicating with you electronically; (ii) receiving all applications, notices, disclosures, and authorizations from the Company (collectively, “Records”) electronically; and (iii) entering into agreements and transactions using electronic Records and signatures. Under federal law, electronic signatures have the same legal force and effect as if they were signed by hand on paper, and online contracts have the same legal force as signing the same paper contract in ink. Any notices, agreements, disclosures, or other communications sent by the Company to you electronically will satisfy any legal communication requirements, including that the communications be in writing. You must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with the Company electronically. You are responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic Records, please contact the Company at 800-408-3408 or CUSTOMERSUCCESS@NEXA.COM. Agreements and transactions executed prior to this request will remain valid and enforceable. If you have any questions, please call or email the Company.

10. AUTOMATED PAYMENTS & PAYMENT AUTHORIZATION, CREDIT CARDS.

Client authorizes automated payments and expressly authorizes the Company to charge the payment method on file for the balance due on its account.

If a card expires, Client shall replace the information for that card with information for a valid one. If a payment processor automatically replaces a card with a new card, Client authorizes the Company to deduct any charges on its account against the new card. Anyone using a card represents and warrants that they are authorized to use that card, and that all charges may be billed to that card and will not be rejected. If the Company is unable to process Client’s card order for any reason, it will try to contact Client by email and may suspend Client’s account until payment can be processed. The Company does not charge a surcharge for payments made by debit cards, ACH or check. To the extent permitted by applicable law, payments made by credit card will incur a 3.0% surcharge.

11. DEFAULT/NON-PAYMENT/RECONNECT FEES.

If the Company is unable to charge the payment method on file in accordance with Section 10 or if Client defaults in payment of any sum due to the Company or on any provision of these Terms, the Company may notify Client (by telephone, in writing, or transmitted message) that its Services will be temporarily discontinued, and Company will not incur any liability for doing so. Client will pay to Company all amounts due, plus interest on delinquent amounts at the rate of 1.5% per month (or the maximum allowed by state law), plus late charges, collection agency and attorney fees and expenses, court costs, and any expenses incurred by the Company to recover the amount owed. If the Company accepts any payment that is less than the sum due, that acceptance shall not constitute a release or an accord or satisfaction for any greater sum due or to become due, regardless of any endorsement restriction. Client agrees to pay a reconnect fee determined by the Company at its discretion for reinstatement of a suspended account. All past amounts owing must be paid and current. The Company reserves the right to refuse reinstatement of any suspended account.

12. AVAILABILITY.

The Company does not and cannot promise that the Site or its Services will be error-free, uninterrupted or secure. The Services are subject to uncontrollable interferences including transmission limitations caused by failures in third party telephone, satellite or wireless carriers that provide service links and other elements of the Services, scheduled and emergency maintenance, atmospheric conditions and other interferences. The Company is not required to notify Client of any interruptions of any type, suspensions, curtailments or failures, and the Company has no liability for any damages or loss therefrom. Further, the Company reserves the right to interrupt or suspend the Services or this Site or any part thereof, with or without prior notice for any reason.

13. DATA RETENTION.

A self-service portal to be used by Client to retrieve information regarding the Services is provided by the Company. All information on the portal is subject to the Company’s data retention policies, which are designed to limit data retention in accordance with applicable law. The Company retains data for a period of no more than 24 months and retains call recordings of customer calls for a period of no more than 90 days. It makes no representations or warranties that any data will be available on the portal or otherwise after it has been used to provide the Services. To the fullest extent permitted by law and the Company’s data retention policies, the Company is not obligated to retain any Client data and is not liable for any loss of Client data. While Client’s account is active, the Company shall retain data, including but not limited to connection type and details, active directory, log files, and backup copies but shall not be responsible for retaining any data after account termination. All data is deleted from Company servers after Client’s account is terminated and from backups during scheduled backup rotation. The Company will not restore, provide on any storage media, or send out any data pertaining to terminated accounts, unless specifically noted in a customized service agreement.

14. ACCESS NUMBERS.

Client does not have property rights to any telephone number or other form of ID number that the Company designates for Client, subject to applicable laws and regulations. The Company may designate or change those numbers when, in its sole discretion, it is reasonably necessary in the conduct of its business to do so, without liability, and Client will hold the Company harmless and without liability should its telephone, pager or ID number no longer be available.

15. CLIENT RESPONSIBILITY FOR USERS.

Client will use, and ensure that its employees, contractors, agents and any other end users accessing or using the Services by, through or in connection with Client’s Service Plan, subscription, account, or other relationship with the Company (collectively, “Client’s Users”) use the Services only in accordance with these Terms and all applicable law. Client agrees to be responsible for compliance with these Terms by all Client’s Users.  Client will ensure that each of Client’s User agrees to the Company’s Privacy Policy and these Terms and consents to the collection and processing of the Client’s User’s personal information via the Services before that Client’s User accesses the Services.  Client is responsible for the accuracy and lawful collection and use of any data, including personal information of Client’s Users or other individuals, that is provided to the Company or input to the Services by Client and all Client’s Users and will use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify the Company promptly of any unauthorized access or use.  If in the sole judgment of the Company, use of the Services in violation of these Terms by Client or Client’s Users threatens the security, integrity, or availability of the Services, the Company may immediately suspend Client’s access to the Services.

Compliance with all data privacy and security laws, regulations, or rules relating to the personal information the Company may collect on Client’s behalf, including any requirements to provide notice, offer choices, or obtain consent, is the sole responsibility of the Client.

16. CONSENT TO RECORDING OF COMMUNICATIONS.

Where state law allows, the Company may record phone calls with Company employees.  The Company will notify Client that a call is being recorded if Client is in a state that requires notification. By staying on the line after receiving that notification, you consent to the call recording. If you do not consent to call recording, you may end the call or ask to not be recorded.

Client is solely responsible for obtaining all consents, licenses, and permissions, if any, required from data subjects (including call participants and Client’s Users) and any third parties for its use (including, without limitation, the transmission, exchange, receipt, modification, abbreviation, truncation, display) of communications data and content of communications (“Communications Data”) in connection with the Services and as required by applicable laws and regulations; and for ensuring that use of Communications Data in connection with the Services is consistent with Client’s privacy policy, customer and vendor contracts, the Company’s privacy policy and these Terms, any other applicable privacy policy, and as required by applicable laws and regulations.

17. OUTSIDE SOFTWARE.

Some of the Services may be integrated with or available through third party software, applications, or platforms (“Outside Software“). Client may in some cases choose to integrate the Services with an Outside Software of its choosing. Client is solely responsible for its use of the Services with any Outside Software and agrees that: (i) the Outside Software may have its own privacy policies and terms of use, and Client agrees to use the Outside Software in accordance with all applicable privacy policies and terms of use; (ii) the Company does not endorse and bears no liability or responsibility for the behavior, features, or content of any Outside Software or for any transaction entered into between Client and a provider of any Outside Software; and (iii) the Company does not warrant the compatibility or continuing compatibility of any Outside Software with the Services.

18. LEGAL COMPLIANCE

Client certifies and warrants that all leads provided by the Client to the Company will be in full compliance with all aspects of the Telephone Consumer Protection Act (TCPA) regulations and the CAN-SPAM Act (CAN-SPAM) regulations, and with all applicable State and Federal laws that govern provision of the Services, including telemarketing, the collection and use of consumer telephone numbers, the collection and use of email addresses, and other information for outbound marketing purposes. Client certifies it has obtained consent and received all necessary opt-ins for Client and the Company to call and send SMS messages to all phone numbers provided to the Company by the Client, and Client certifies it has obtained consent and received all necessary opt-ins to send email messages to all email addresses provided to the Company. Client represents and warrants that the Company is legally permitted to make outbound telephone calls, outgoing SMS messages, and outgoing email messages to each person identified by Client through its lead generation or otherwise. The Company is entitled to rely on the foregoing representations and warranties without further inquiry or investigation.

19. NO WARRANTIES BY COMPANY.

THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER IN CONNECTION WITH THE SERVICES OR ANY SERVICE PLAN OR RELATING TO THE AVAILABILITY, RELIABILITY, QUALITY, SUITABILITY, TRUTH, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SERVICES. USE OF THE SERVICES BY CLIENT IS AT ITS OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS,” “AS AVAILABLE,” AND “WHERE-IS” BASIS WITH NO WARRANTY OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET THE REQUIREMENTS OF CLIENT OR THAT ITS OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY THE COMPANY OR ANY REPRESENTATIVE OF THE COMPANY SHALL CREATE A WARRANTY WITHOUT A WRITING SIGNED BY THE COMPANY REFLECTING THE CREATION OF THAT WARRANTY.

20. INDEMNIFICATION.

Client will indemnify, defend and hold the Company, its respective affiliates, subsidiaries, and parent companies, and their respective officers, directors, employees, agents, information providers, and partners (collectively, the “Protected Parties”) harmless from and against any actual or threatened suit, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or related to Client’s conduct related to the Services, and/or any breach or violation (or alleged breach or violation) of these Terms or a Service Plan by Client or any other person accessing the Site or Services using Client’s account.

21. LIMITATION OF COMPANY’S LIABILITY.

Notwithstanding any other provision of these Terms, any Service Plan or any other agreement between the Company and the Client, in no event shall the Company be liable for any direct or indirect damages or loss of business that result from Client’s use of, or the inability to use, the Services, caused directly or indirectly by (i) any failure, omission, error, delay, or interruption including but not limited to any inadequacies thereof for any purpose, or (ii) by the use or inability to use the Services or from the failure to take and transmit any message or from the failure to receive an accurate message or from the failure to receive any message at all, or (iii) by the interruption or suspension or cancellation of Services or (iv) failure to discontinue Services after Customer or Company cancels Services; and the Company shall not be liable under any circumstances for any indirect, special, consequential or punitive damages. The Company is not responsible or liable for failure of telephone and satellite communications or wireless carriers that provide service links and other elements of the Services. The obligations of the Company set forth in this Section 21 are the sole remedy with respect to the provision of the Services. The Company shall have no liability unless notice of a claim is given to the Company in writing within fourteen (14) days after the date of the problem.  The Company’s liability shall be limited to a credit adjustment equal to Client’s pro-rated monthly service charge for the period during which the liability arose, to a maximum of fifteen (15) days or five hundred dollars ($500.00) (USD), whichever is less.

22. COMPANY MATERIALS.

All information, content, software or other materials (including but not limited to copyrights, patents, database rights, graphics, designs, text, logos, trade dress, trademarks, and service marks) available from this Site from time to time (collectively, the “Company Materials”) are protected by trade dress, copyright, patent, and trademark laws, as well as various other intellectual property and unfair competition laws. If the Company makes Company Materials available to Client, or Client downloads, accesses or uses any Company Materials, you agree those materials may only be used for your personal and non-commercial use, may not be modified, used to create a derivative work, incorporated into any other work or otherwise exploited without the Company’s prior written permission; and shall only be used in compliance with any additional license terms accompanying such materials. The Company retains full and complete title to the Company Materials as well as all intellectual property rights therein and does not transfer the title or the intellectual property rights to the Company Materials to Client. Client agrees not to sell, share, redistribute, or reproduce the Company Materials. The Company or its licensors own all related trademarks and logos, and Client agrees not to copy or use them in any manner.

This Site (including its organization, and presentation and Company Materials) is the property of the Company and its licensors and may be protected by intellectual property laws including laws relating to copyrights, trademarks, tradenames, internet domain names and other similar rights.

23. USE OF SITE AND COMPANY MATERIALS.

The information and materials contained on the Site, and these Terms, policies, and descriptions on the Site, are subject to change. Client accepts sole responsibility for all its activities using the Site and will limit its use to the intended function of the Site. Unauthorized use of the Site and systems, including but not limited to unauthorized entry into the Company’s systems or misuse of any information posted on the Site, is strictly prohibited. Client may not use the Site in a manner that: (a) harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any party (including but not limited to rights of publicity or other proprietary rights); (b) is unlawful, deceptive or fraudulent; (c) accesses content or systems of the Company, using technology or other means, in a manner that is not authorized by the Company; (d) uses or launches any automated system, including, without limitation, “robots,” “spiders,” or “offline readers,” to access content or systems of the Company; (e) attempts to introduce viruses or any other computer code, files, or programs that destroy, interrupt or limit the functionality of any computer software, hardware, or telecommunications equipment; (f) attempts to gain unauthorized access to the Company’s computer network or user accounts; (g) encourages conduct constituting a criminal offense or giving rise to civil liability; (h) violates these Terms, a Service Plan or any other Company policies; (i) attempts to impair, damage, disable or overburden Company servers or networks; (j) violates applicable third-party terms; or (k) constitutes any other inappropriate conduct, as determined by the Company in its sole discretion.

24. ARBITRATION PROVISION AND CLASS ACTION WAIVER

THIS ARBITRATION PROVISION AND CLASS ACTION WAIVER (the “Arbitration Provision”) AFFECTS YOUR RIGHTS; PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TERMS.

(a) Except as otherwise explicitly provided in this Arbitration Provision, the Company, and any bank or financial institution with which the Company partners, together with their parent companies, wholly or majority-owned subsidiaries, affiliates, commonly-owned companies, successors, assigns, and any of these entities’ employees, officers, directors, and agents and their successors, assigns, affiliates, and service providers (collectively, the “Company Parties”) and the Client elect to resolve any past, present, or future dispute or claim (“Claim”) arising from or relating in any way to the use of the Services, these Terms, or the relationship between the Client and any Company Party in connection with any of the foregoing that cannot be resolved directly between the Client and any Company Party, by binding arbitration under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”), rather than in court. (Solely for purposes of this Arbitration Provision, the term Company Parties also includes any third party providing any goods and/or services in connection with the use of the Site or any of the foregoing on behalf of a Company Party, if that third party is named as a defendant along with a Company Party in the same proceeding or a related proceeding.)

(b) If Client does not want this Arbitration Provision to apply, Client must send Company a signed notice within thirty (30) calendar days of the date on which it electronically submits an application for a product or service offered by a Company Party through the Site or Services. Notice must be sent in writing (and not electronically) to Nexa Receptionists, LLC, PO Box 29650, Phoenix, AZ, 85038.  Client must provide its name, address, telephone number, and a statement that Client chooses to “opt out” of the Arbitration Provision. Opting out will not affect the other provisions of these Terms or any other agreement governing the Site or with a Company Party. If Client does not opt out, it will be bound by this Arbitration Provision in these Terms, its Service Plan and any other agreement governing a Service or with a Company Party.

Please note that if you enter an agreement with a Company Party that contains a different arbitration provision with a right to opt out, opting out of this Arbitration Provision is not a rejection of the arbitration provision in the other agreement. You will need to separately opt out of the arbitration provision in the other agreement if you do not want it to apply.

(c) Except as otherwise explicitly provided in this Arbitration Provision, “Dispute” broadly includes, without limitation: any claims based in contract, statute, constitution, ordinance, tort, fraud, consumer rights, misrepresentation, equity, or any other legal theory; initial claims, counterclaims, cross-claims, and third-party claims; federal, state, and local claims; and claims that arose before the date of Client’s use of the Services, including, but not limited to, any dispute or claim arising before the date Client accessed the Site or agreed to these Terms and any dispute or claim relating to (by way of example and not limitation): (i) the use, denial, or termination of the Services and/or the events leading up thereto; (ii) any disclosure, advertisement, application, solicitation, promotion, or oral or written statement, warranty, or representation made by or on behalf of a Company Party; (iii) any product or service provided by or through a Company Party or third parties in connection with the use of the Services or the relationship between you and a Company Party and any associated fees; (iv) a Company Party’s use or failure to protect any personal information you give a Company Party in connection with the use of the Services or your relationship with the Company Party; (v) enforcement of any and all of the obligations a party may have to another party in connection with the use of the Services or agreement governing the same; or (vi) compliance with applicable laws and/or regulations.

(d) Notwithstanding this Section — (i) any Disputes seeking to enforce or protect, or concerning the validity of intellectual property rights, will not be subject to binding arbitration under this Arbitration Provision; (ii) disputes or controversies about the validity, enforceability, coverage, or scope of this Arbitration Provision or any part thereof are for a court and not an arbitrator to decide; however, disputes or controversies about these Terms or your agreements governing the use of the Services or with Company Parties as a whole are for an arbitrator and not a court to decide and (iii) any party may proceed with their individual claims in small claims court (or an equivalent court) if that option is available in the applicable jurisdiction and the amount in controversy falls within the small claims court’s (or the equivalent court’s) jurisdictional limits; but if that action is transferred, removed, or appealed to a different court, arbitration can be elected. Moreover, this Arbitration Provision will not apply to any Dispute that was already pending in court before this Arbitration Provision took effect.

(e) The Federal Arbitration Act (“FAA”), 9 U.S.C. 1 et seq., and federal arbitration law apply to this Arbitration Provision. There is no judge or jury in arbitration and review of an arbitration award by a court is limited, but an arbitrator can award the same damages and relief as a court in an individual case and must apply and follow applicable substantive law, consistent with the FAA, and the terms of these Terms and any agreement governing the use of the Site. The arbitrator shall apply applicable statutes of limitations and honor privilege rules. Any judgment on the award rendered by the arbitrator will be final, subject to any appeal rights under the FAA, and may be entered in any court of competent jurisdiction. No arbitration award in prior disputes involving other parties will have preclusive effect in an arbitration between the parties to this Arbitration Provision, nor will any arbitration award involving the parties have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration.

(f) Even if all parties have opted to litigate a Dispute in court, a party may elect arbitration with respect to any claim made by a new party or any claim later asserted by a party in that or any related or unrelated lawsuit (including a claim initially asserted on an individual basis but modified to be asserted on a class, representative, or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this Arbitration Provision. If any portion of this Arbitration Provision is inconsistent with the Consumer Arbitration Rules of the AAA, these Terms, or Client’s Service Plan or any other agreement with the Company, or with an arbitration provision in any agreement with a Company Party, this Arbitration Provision shall govern.

(g) This Arbitration Provision shall survive termination of the Site or these Terms or of Service Plan or other agreement between Client and a Company Party, and Client agrees that this Arbitration Provision applies not only to these Terms but also to any subsequent agreement (including without limitation any agreement governing the use of Site or Services) Client enters with a Company Party. If any portion of this Arbitration Provision is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this Arbitration Provision, except that if the Class Action Waiver is limited, voided or found unenforceable with respect to a Dispute that does not seek public injunctive relief, and that determination becomes final after all appeals have been exhausted, then this Arbitration Provision (except for this sentence) shall be null and void with respect to such proceeding. The parties acknowledge and agree that under no circumstances will a class action be arbitrated; and if a claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action Waiver or elsewhere in this Arbitration Provision prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim and that determination becomes final after all appeals have been exhausted, the claim for public injunctive relief will be determined in court and any individual claims seeking monetary relief will be arbitrated. In such a case the parties will request that the court stay the claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated.

25. MISCELLANEOUS.

These Terms shall be governed under the laws of the Commonwealth of Virginia (without regard to provisions relating to conflicts of law). To the extent any dispute is not governed by the Arbitration Provision, any legal action or proceeding between the Company and Client for any purpose concerning these Terms or the parties’ obligations hereunder shall be resolved individually, without resort to any form of class action, exclusively in the Chesapeake General District Court (or the Eastern District of Virginia), or otherwise in the courts of the Commonwealth of Virginia, and Client agrees to submit to the jurisdiction of these courts and waives any venue or inconvenient forum objections to those courts.

These Terms constitute the entire agreement of Client and Company with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

Except with the Company’s prior written consent, these Terms are not assignable, transferable or sublicensable by Client.  The Company may assign its rights and duties under these Terms at any time without notice to Client.

No waiver by either party of any breach or default under these Terms shall be deemed a waiver of any preceding or subsequent breach or default.

26. CONTACT THE COMPANY.

If you need to contact the Company regarding this Site, your Service Plan, the Services or these Terms, please reach out to us by email at CUSTOMERSUCCESS@NEXA.COM, or via phone at 800-408-3408.

The effective date of the Terms will be August 1, 2025 (“Effective Date”). Your continued use of the service after the effective Date will be considered acceptance of these terms.