Terms of Service

1. Acceptance of Terms; Changes

1.1 By accessing, browsing, or otherwise using the NexProLink mobile application (the "App"), website, or any related services (collectively, the "Services"), including but not limited to social features (posting photos, videos, comments, direct messages), professional consulting connections, and video sessions, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must immediately cease all use of the Services.

1.2 These Terms form a legally binding contract between you and NexProLink, Inc. ("NexProLink," "we," "us," or "our"). By using the Services, you represent that you have the authority to enter into these Terms on behalf of yourself or the entity you represent.

1.3 We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms in the App or via email to your registered address, with the new effective date. Your continued use of the Services after such changes constitutes your acceptance of the revised Terms. Minor changes may be made without notice.

1.4 These Terms incorporate by reference our Privacy Policy, which details our data practices.

2. Eligibility and User Representations

18+ ONLY PLATFORM - CRITICAL REQUIREMENT

You must be at least 18 years of age and legally competent to form a binding contract to use the Services. By creating an account or using the Services, you represent and warrant that: (a) you are at least 18 years old; (b) you are not a minor or otherwise barred from using the Services under applicable law; (c) all information you provide is accurate, complete, and current; and (d) you will maintain and promptly update such information.

2.2 At account creation, you must affirmatively check a mandatory box stating: "I certify that I am 18 years of age or older, that I will not permit any minors to access or use my account or the Services, and that I understand and agree to these Terms." We will log this affirmation, including your IP address, device information, and timestamp, as evidence of your representation. False representations may result in immediate account termination, deletion of associated data (subject to retention obligations), and potential legal action for fraud or misrepresentation.

2.3 NexProLink does not knowingly collect information from or provide Services to persons under 18. If we discover an account belongs to a minor, we will immediately terminate it, delete all associated personal data (except as required by law), and report to authorities if required. We may, at our discretion, require enhanced age verification, such as government-issued ID upload, especially for consultants offering services in regulated fields.

2.4 You agree to use the Services only for lawful purposes and in compliance with all applicable local, state, national, and international laws, rules, and regulations. You are solely responsible for ensuring your use complies with laws in your jurisdiction.

3. Description of Services and Platform Role

3.1 NexProLink is a technology platform that enables users aged 18 and older to: (a) connect with independent professional consultants for non-adult services (e.g., business advice, career coaching, skill training); (b) engage in video sessions via integrated tools like WebRTC and Amazon Chime; (c) participate in social features such as posting photos, videos, comments, and direct messages; and (d) facilitate payments for services through third-party processors. All Services strictly prohibit adult, sexual, or illicit content.

SECTION 230 PLATFORM LIABILITY PROTECTION

3.2 NexProLink acts solely as a neutral host, conduit, and technology provider under Section 230 of the Communications Decency Act (47 U.S.C. § 230) and equivalent laws. We do not: (a) provide, endorse, vet, recommend, or guarantee any consultant, service, content, or outcome; (b) engage in editorial control over user-generated content or communications; (c) create or curate matches, recommendations, or social feeds beyond automated, user-input-driven processes; or (d) assume any responsibility for the accuracy, legality, or suitability of third-party content or services. Any perceived recommendations are algorithmic and based solely on user-provided data; we disclaim all liability for matches, interactions, or resulting harms.

3.3 Consultants are independent contractors, not employees, agents, or affiliates of NexProLink. Customers engage consultants at their own risk, and NexProLink is not a party to any consultant-client agreement.

4. What NexProLink Is NOT (Critical Disclaimers)

NEXPROLINK IS NOT:

  • NOT A HEALTHCARE PROVIDER: We do not provide medical advice, diagnosis, treatment, or healthcare services. We are not a hospital, clinic, or telemedicine provider.
  • NOT A LAW FIRM: We do not provide legal advice or representation. We are not a law firm or attorney referral service.
  • NOT A THERAPY PRACTICE: We do not provide mental health treatment or counseling services.
  • NOT AN EMPLOYER: Consultants are independent contractors, not employees or agents of NexProLink.
  • NOT A PROFESSIONAL SERVICE PROVIDER: We do not practice medicine, law, therapy, or any licensed profession.
  • NOT A VERIFIER OF CREDENTIALS: We do not independently verify licenses or certifications. Consultants self-attest.
  • NOT A GUARANTOR: We do not guarantee the quality, accuracy, or safety of any Consultant services.

We are a "Video Broker" and Communications Facilitator. Regulators regulate WHO delivers professional services — not WHO enables communication. We facilitate connections, route video, process payments, and provide a platform. We don't provide care, supervise sessions, evaluate services, or practice professions.

5. No Professional Relationship with NexProLink

5.1 No Attorney-Client Relationship: Use of the Platform does not create an attorney-client relationship between you and NexProLink. Any such relationship must be established directly with a licensed attorney Consultant.

5.2 No Patient-Provider Relationship: Use of the Platform does not create a patient-provider relationship between you and NexProLink. Any healthcare relationship must be established directly with a licensed healthcare Consultant.

5.3 No Fiduciary Relationship: NexProLink owes no fiduciary duties to any user. We are not your agent, trustee, or representative.

5.4 Professional Relationships Are Between Users: Any professional relationship is established solely between the Consultant and Customer. NexProLink is not a party to such relationships.

6. Social Media Features and Section 230 Protection

INTERACTIVE COMPUTER SERVICE

NexProLink operates as an "interactive computer service" under Section 230 of the Communications Decency Act (47 U.S.C. § 230).

6.1 We are not the publisher or speaker of user-generated content.

6.2 We are not liable for content created by users.

6.3 Our good faith content moderation is protected.

6.4 Users are solely responsible for content they post, share, or transmit, and for compliance with applicable laws.

6.5 The presence of any content on the Platform does not constitute endorsement by NexProLink.

7. Consultant Services Disclaimers

7.1 Independent Contractors: Consultants are independent contractors, not employees or agents. We do not supervise, direct, control, train, or evaluate Consultants' work.

7.2 No Endorsement: NexProLink does not endorse, warrant, or make any representation concerning any Consultant's qualifications, services, or profile information.

7.3 Credential Self-Attestation: Consultants self-attest to their credentials. NexProLink does not independently verify credentials and encourages Customers to verify independently.

7.4 Professional Liability Insurance: NexProLink does not warrant that Consultants carry insurance. We encourage Consultants to maintain appropriate coverage and Customers to inquire.

7.5 Licensing Compliance: Consultants are solely responsible for maintaining licenses, complying with scope-of-practice regulations, and understanding state-by-state requirements.

8. Consultant Regulatory Compliance and Business Associate Agreement

HIPAA BUSINESS ASSOCIATE AGREEMENT — CLICK-THROUGH EFFECTIVE

For licensed healthcare providers who subscribe to NexProLink's Healthcare Provider Plans, NexProLink acts as a Business Associate as defined in 45 C.F.R. § 160.103. By creating a healthcare provider account or subscribing to any Healthcare Provider Subscription Plan, you enter into a Business Associate Agreement (BAA) with NexProLink, effective as of your registration date. This click-through BAA is legally enforceable and incorporates all required elements of 45 C.F.R. § 164.504(e). The full BAA terms are set forth in Section 16 of our Privacy Policy, incorporated herein by reference. This click-through method is the industry standard for healthcare technology platforms (see: CoverMyMeds, ClinikEHR, Lyv Health).

8.1 Universal Regulatory Obligations: All Consultants providing services in regulated fields (medical, legal, financial, therapy, mental health) are solely responsible for:

  • Licensure in patient/client jurisdiction: You must be licensed in every state where your patient or client is physically located at the time of service — not merely the state where you are based. This is the governing standard in all 50 U.S. states.
  • Industry-specific regulatory compliance: HIPAA Privacy and Security Rules, your state medical/professional board rules, state bar rules (attorneys), SEC/FINRA rules (financial advisors), or other applicable regulatory frameworks.
  • Informed consent: Obtaining full written or documented verbal informed consent before providing any regulated professional service, including consent to receive services via telehealth and consent to potential recording where permitted.
  • Professional liability insurance: Maintaining appropriate malpractice or professional liability insurance for your scope of practice, as required by your licensing board.
  • Record-keeping: Creating and maintaining clinical records, session notes, and documentation as required by your profession and applicable law. NexProLink does not provide clinical documentation tools.
  • Scope of practice: Determining the appropriateness of telehealth for each individual client; declining to provide services via telehealth when clinically inappropriate.
  • Cross-state telehealth licensing: Verifying participation in applicable interstate licensure compacts (e.g., IMLCC for physicians, APRN Compact, Psychology Interjurisdictional Compact) and obtaining required registrations before treating out-of-state patients.

8.2 NexProLink makes no representations, warranties, or guarantees regarding any Consultant's compliance with any regulatory requirement, licensing obligation, or professional standard. Our platform availability does not authorize, license, or permit practice in any jurisdiction.

8.3 AWS Sub-BAA: NexProLink has executed a Business Associate Agreement with Amazon Web Services (AWS) covering the HIPAA-eligible AWS services used to store and process healthcare-related data (including DynamoDB, S3, Lambda, and SES). AWS's BAA extends HIPAA-compliant data handling obligations to NexProLink's cloud infrastructure.

9. Consultant Representations and Warranties

By registering as a Consultant, you represent and warrant that:

  • All credentials, licenses, and certifications listed are accurate and current
  • You hold all licenses required to provide services in relevant jurisdictions
  • You are in good standing with all regulatory bodies
  • You will maintain professional liability insurance (recommended minimum: $1,000,000)
  • You will comply with all applicable laws and professional standards
  • You will not provide services outside your scope of practice
  • You understand and accept that NexProLink does not verify credentials

10. Customer Acknowledgments

IMPORTANT: BY BOOKING A CONSULTATION, YOU ACKNOWLEDGE:

  • • NexProLink is a marketplace, not a service provider
  • • Consultants are independent contractors, not NexProLink employees
  • • NexProLink does not verify Consultant credentials
  • • You are responsible for verifying Consultant qualifications
  • • NexProLink does not supervise consultations
  • • You engage Consultants at your own risk
  • • NexProLink is not liable for Consultant advice or services

11. User Content

11.1 Content License: By submitting content to the Platform, you grant NexProLink a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, modify, adapt, publish, display, distribute, and sublicense the content.

11.2 You retain ownership but grant us these rights to operate the Platform.

11.3 You represent that you own or have the right to submit all content, and that it does not infringe third-party rights.

12. Prohibited Activities

You may not:

  • Submit illegal, fraudulent, defamatory, abusive, or harassing content
  • Submit adult, sexual, or pornographic material
  • Infringe intellectual property rights
  • Transmit viruses or malicious code
  • Violate any person's privacy
  • Promote violence or discrimination
  • Solicit personal information from minors
  • Use the Platform for any unlawful purpose

13. Payments, Platform Fees, and Cancellation Policy

PLATFORM FEE STRUCTURE

13.1 NexProLink charges a 15% platform service fee on all bookings. For a $100 service, the Consultant receives $85 and NexProLink retains $15.

13.2 Payment Processing: Payments are processed through Stripe Connect. By booking, you authorize charges to your payment method.

13.3 Cancellation Policy — Time-Based Refund Tiers (Customer-Initiated): The following tiers apply to bookings cancelled by the Customer. These thresholds are enforced automatically by our system at the time of cancellation:

  • 48 or more hours before the scheduled session start: 100% full refund. The payment authorization is released or a full refund is issued. No fees of any kind.
  • 24 to 48 hours before the scheduled session start: 50% partial refund. The Consultant retains 50% as compensation for the short-notice cancellation and reserved calendar time.
  • Less than 24 hours before the scheduled session start, or no-show: No refund. The Consultant retains 100% of the booking amount. No exceptions except as provided in Section 13.4.

These thresholds are calculated from the moment the cancellation request is submitted in the platform to the scheduled session start time. The platform enforces these automatically — the refund percentage applied is final and cannot be modified after a cancellation is processed.

13.3a Group Event Service Fee. For paid Group Events (Section 13.15), a separate Service Fee covering payment-processing costs is added to the ticket price, itemised at checkout as “Ticket price”, “Service fee” and “Total charged”, and charged to the Customer at the time of registration. The Service Fee is calculated so that it equals the payment processor’s fee on the total amount charged (currently 2.9% + $0.30, computed on the total) and is paid to NexProLink, not the Host. The Service Fee is non-refundable on Customer-initiated cancellations. The refund tiers in Section 13.3 apply to the ticket price only; a 100% refund under Section 13.3 therefore returns the full ticket price and retains only the Service Fee. Payment processors charge a single processing fee per transaction and do not charge an additional fee when a refund is issued; the retained Service Fee corresponds solely to that original, non-returnable processing cost. If the Host cancels or fails to appear (Section 13.4 and Section 13.15), the Customer receives a 100% refund of the total amount charged, including the Service Fee. Free Group Events carry no Service Fee. Applicable sales or value-added taxes, where NexProLink is required to collect them, will be shown as a separate line item at checkout.

13.3b Short Session Protection (One-on-One Sessions). For one-on-one On-Demand and Request-to-Book sessions, your payment method is authorized (a temporary hold) at booking and is captured only after the session is delivered. NexProLink measures connected time — the time during which both the Customer and the Consultant were verified present in the video session, excluding lobby time, reconnection countdowns and any period in which either party was disconnected. If connected time is less than two (2) minutes, the session is not billable: the authorization is released in full, the Customer is not charged, no payout is issued to the Consultant, and the booking is recorded as “Short Session — Not Charged”. This applies regardless of which party ended the session or whether the session ended because a party failed to rejoin within the reconnection window. Connected time is determined solely from NexProLink’s server-side session records, which are authoritative. Subject to Section 13.3c, once connected time reaches two (2) minutes, the session is billable in full at the booked price (plus any per-minute overage disclosed on the Consultant’s service listing for metered services), including where a party ends the session early or leaves and does not return; a Customer who believes a Consultant ended a billable session without delivering the service may open a Resolution Center case under Section 13.16 or contact support@nexprolink.com for review under Section 13.4a, and any unresolved dispute is governed by Section 19. Metered per-minute services that reach the minimum are billed for connected time only. Consultants who repeatedly end or abandon sessions under the minimum may be subject to review under Section 13.4. Free sessions, sessions paid under a subscription, insurance-billed healthcare visits and Group Events (Sections 13.3a and 13.15) are not subject to this Section.

13.3c Consultant Disconnect Protection (One-on-One Sessions). For the same one-on-one On-Demand and Request-to-Book sessions, if the Consultant’s connection is lost and the Consultant does not return before the reconnection window expires, and connected time is less than fifty percent (50%) of the booked session length, the session is not billable: the authorization is released in full, the Customer is not charged, and no payout is issued to the Consultant. This applies whether the Customer waits for the reconnection window to expire or chooses to end the session during it. It does not apply where the Consultant ends the session using the End control, or where the Customer’s connection is the one lost; in those cases Section 13.3b applies. Where 50% or more of the booked time was delivered before the Consultant’s connection was lost, the session is billable at the booked price. Determinations are made solely from NexProLink’s server-side session records. Consultants whose sessions repeatedly end under this Section may be subject to review under Section 13.4. NexProLink does not charge Consultants any fee under this Section.

13.3d Group Event Host Disconnection and Early Ending (Participants). If the Host of a Group Event disconnects after starting it and does not return within the reconnection window, or ends the Group Event early, NexProLink measures how much of the booked time the Host was actually connected, excluding any time the Host was disconnected, using only NexProLink’s server-side session records, which are authoritative. If at least one participant joined and the Host was connected for less than two (2) minutes, or for less than fifty percent (50%) of the booked time, every registered participant — whether or not that participant joined — is automatically refunded 100% of the amount paid, including the Service Fee, with no action required. If the Host was connected for fifty percent (50%) or more of the booked time, the Group Event is treated as delivered and your ticket stands, without prejudice to Section 13.16. Where no participant joins, a Group Event is treated as delivered if the Host remained connected for at least the five (5) minute attendance window; otherwise every registered seat is refunded. The reconnection window is five (5) minutes per disconnection, and total disconnected time is capped at ten (10) minutes per Group Event; when the cap is reached the Group Event is finalized without further waiting. The scheduled end time of a Group Event is not extended by a Host’s disconnection. Sections 13.3b and 13.3c apply to one-on-one sessions only and do not apply to Group Events.

13.4 Consultant-initiated cancellations: If a Consultant cancels for any reason at any time, the Customer receives a 100% full refund automatically, regardless of timing. Cancellation fees go entirely to the Consultant (for customer-initiated cancellations only). Repeated Consultant cancellations may result in account suspension or termination.

13.4a Emergency Exception: Genuine documented emergencies (medical, natural disaster, bereavement) may be reviewed for a refund exception at NexProLink's sole discretion by contacting support@nexprolink.com. NexProLink is not obligated to grant exceptions and will not be liable if an exception is denied.

13.5 Fraudulent chargebacks, disputed charges without merit, or attempts to circumvent this policy may result in immediate account suspension, permanent termination, and referral to collections or legal action. NexProLink reserves the right to recover all costs associated with processing a fraudulent chargeback, including Stripe fees and legal costs.

HEALTHCARE PROVIDER SUBSCRIPTION PLANS

The following additional terms apply to licensed healthcare providers who subscribe to NexProLink's Healthcare Provider Telehealth Plans (Starter, Professional, Practice, or Enterprise).

13.6 Subscription Plans: NexProLink offers recurring subscription plans exclusively for licensed healthcare professionals ("Healthcare Subscribers"). Current plans include: (a) Starter — $29/month or $278/year, 10 sessions/month; (b) Professional — $49/month or $470/year, 20 sessions/month; (c) Practice — $99/month or $950/year, 50 sessions/month; (d) Enterprise — $199/month or $1,910/year, unlimited sessions/month (subject to Section 13.9 Fair Use). Prices are in U.S. dollars and may change with 30 days' notice.

13.7 Automatic Renewal — FTC Negative Option Rule Disclosure (16 C.F.R. Part 425): YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD (MONTHLY OR ANNUALLY) UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. By subscribing, you expressly and unambiguously consent to NexProLink charging your payment method on file for the then-current subscription fee at each renewal period without further action from you, consistent with the FTC's Rule Concerning Recurring Subscriptions and Other Negative Option Programs (16 C.F.R. Part 425, effective 2025). The charge amount, renewal date, and a simple one-click cancellation mechanism are displayed in your subscription dashboard at /subscription/manage. You may cancel at any time via /subscription/manage — cancellation must be completed no later than 11:59 PM (CT) on the day before your renewal date to avoid being charged for the next period. We will confirm cancellation in writing to your registered email address within 24 hours of submission.

  • Annual Renewals: You will receive an email reminder at least 7 days before your annual subscription renews. This reminder is sent to your registered email address. It is your responsibility to ensure your email address is current and that emails from nexprolink.com are not blocked by your spam filter. Failure to receive the reminder email does not exempt you from the renewal charge.
  • Monthly Renewals: Monthly subscriptions renew automatically. No advance reminder email is sent for monthly renewals. Your renewal date is always visible in your subscription dashboard.
  • How to Cancel: You may cancel at any time through (a) your subscription management page at /subscription/manage, or (b) by emailing support@nexprolink.com. To avoid being charged for the next billing period, you must cancel at least 24 hours before your current billing period ends. Cancellation takes effect at the end of the current paid period — you retain access until the period ends.
  • Price Changes: If we change subscription pricing, we will notify you at least 30 days in advance via email and in-app notification. Your continued subscription after the effective date of a price change constitutes acceptance of the new price.
  • Failed Renewal Payments: If a renewal payment is declined or fails, your subscription is marked past due and our payment processor, Stripe, automatically retries the charge up to four (4) times over approximately one (1) week. You authorize NexProLink and Stripe to make these retry attempts using your payment method on file. We will notify you by in-app notification and email on the first failed attempt, on the third attempt, and on the final attempt. You may update your payment method at any time at /subscription/manage to settle the unpaid invoice and keep your plan active. If payment is not recovered after the final attempt, your subscription is automatically cancelled, your plan benefits (including session credits and join codes) are suspended and access ends, and no refund is due for the unpaid period. You may resubscribe at any time. Retry timing is set by Stripe and may vary; you remain responsible for any amount owed for services used during a period for which payment failed.

In compliance with the FTC's Negative Option Rule and Click-to-Cancel regulations (16 C.F.R. Part 425), cancellation is always as easy as sign-up. You may cancel immediately through /subscription/manage at any time without needing to call a phone number or speak with a representative.

13.8 Session Credits and Add-On Purchases: Healthcare Subscribers may purchase add-on session credit packs (currently 25 sessions for $99 per pack). Add-on credits: (a) are strictly non-refundable once purchased, with no exceptions; (b) expire at the end of the current billing period and do not roll over to the next period; (c) cannot be purchased when a subscription cancellation is already scheduled; (d) are charged as a one-time payment through Stripe at the time of purchase; (e) have no cash value and cannot be transferred, sold, or applied to other accounts. Session credits are a service feature, not a deposit or stored value.

13.9 Enterprise Unlimited Fair Use: The Enterprise plan's "unlimited sessions" feature is subject to reasonable and legitimate business use. NexProLink reserves the right to investigate and suspend access if usage patterns suggest abuse, automated session generation, or use inconsistent with a legitimate healthcare practice (e.g., thousands of sessions per day, bot traffic, or sessions not involving real patient interactions). NexProLink will contact the subscriber before taking action under this clause except in cases of clear bad-faith abuse.

13.10 Subscription Cancellation and Refund Policy — NO REFUNDS: You may cancel your Healthcare Provider subscription at any time. Upon cancellation: (a) your access continues until the end of your current paid billing period; (b) you will not be charged for the next billing period; (c) NO partial, pro-rated, or full refunds are issued for any unused time in the current billing period, for any reason, under any circumstances; (d) all patient join codes and telehealth session links associated with your account will be deactivated at period end; (e) unused session credits expire and have no cash value. This no-refund policy applies to both monthly and annual subscriptions. Annual subscriptions are billed 100% upfront for the full year and are completely non-refundable. By subscribing to an annual plan, you acknowledge and accept the non-refundable nature of the annual billing in exchange for the discounted annual pricing. Nothing in this section limits your rights under applicable mandatory consumer protection law in your jurisdiction.

13.11 Plan Upgrades and Downgrades: You may change your subscription plan at any time through /subscription/manage. Upgrades take effect immediately with prorated billing. Downgrades take effect at the start of your next billing period; you retain your current tier's benefits until then.

13.12 Free Trial Terms: Free trials (if offered) are provided through promotional codes issued by NexProLink sales representatives. Each promotional code may be redeemed only once per user. Trials activate the Practice tier for 30 days. A valid payment method is required to start a trial, but you will not be charged until the trial period ends. You will receive an email reminder before your trial converts to a paid subscription. You may cancel before the trial ends with no charge. Failure to cancel before the trial ends will result in automatic billing at the standard subscription rate for the tier you are on.

13.13 Subscription Fraud and Abuse: Creating multiple accounts to obtain multiple free trials, using fraudulent payment methods, or otherwise gaming subscription pricing is prohibited and constitutes fraud. NexProLink reserves the right to immediately terminate accounts engaged in subscription abuse, charge for any unpaid subscription periods, and pursue all available legal remedies.

13.14 Price Increases — Healthcare Plans: NexProLink may change Healthcare Provider subscription pricing with at least 30 days' prior written notice. If you do not cancel before the new pricing takes effect, you agree to the new pricing. We will never increase your price mid-billing-period.

Group Event Host Terms

The following terms apply to every Consultant (the “Host”) who publishes a paid group event, seminar, webinar, workshop, or any other multi-participant session (a “Group Event”) on NexProLink. These terms are presented to, and must be expressly accepted by, the Host before a paid Group Event can be published (Host Cancellation Policy v1.0).

13.15 Group Event Host Cancellation Policy — Host Financial Responsibility:

13.15.1 Participant refunds. If a Host cancels a Group Event for any reason, or fails to start the Group Event within three (3) minutes of its scheduled start time (a “Host No-Show”), every registered participant is automatically refunded 100% of the amount paid. Participant refunds are initiated by NexProLink through Stripe and require no action by the participant.

13.15.2 Host bears all payment-processing costs. Card networks and Stripe do not return payment-processing fees when a payment is refunded. The Host acknowledges and agrees that the Host — not NexProLink and not the participants — is solely and fully financially responsible for all payment-processing fees incurred on every seat refunded as a result of a Host cancellation or Host No-Show. The processing fee is currently 2.9% of the amount refunded per seat (the ticket price plus the participant’s Service Fee under Section 13.3a) plus $0.30 per seat (the “Recoverable Fees”), calculated per seat actually refunded. Example: 150 seats at $100.00 each ($103.30 charged per participant) = $3.30 per seat = $495.00 in Recoverable Fees. NexProLink may additionally recover any cancellation penalty published in the Host Cancellation Policy version accepted by the Host at the time the Group Event was created.

13.15.3 Card authorization hold and stored payment method. As a condition of publishing a paid Group Event, the Host authorizes NexProLink to (a) place a temporary authorization hold on the Host’s payment card in an amount not exceeding the projected Recoverable Fees for a fully booked event (subject to a minimum of $1.00 and a maximum of $500.00 per event), and (b) securely store that payment method with Stripe for future off-session use in connection with that Group Event. The hold is released automatically when the Group Event is completed as scheduled or is deleted with no paid registrations. Card networks may expire an authorization hold after seven (7) days; expiry of the hold does not release the Host from the obligations in this Section.

13.15.4 Recovery of Recoverable Fees. Upon a Host cancellation or Host No-Show, the Host expressly authorizes NexProLink, without further notice or consent, to recover the Recoverable Fees (and any applicable penalty) by any one or more of the following means, in the order NexProLink deems appropriate: (a) capturing all or part of the authorization hold described in Section 13.15.3; (b) charging the stored payment method off-session; (c) debiting the Host’s connected Stripe account balance or offsetting against current or future payouts; and (d) invoicing the Host for any remaining balance, which is due within seven (7) days. Amounts recovered under this Section are not refundable to the Host.

13.15.5 Repeated cancellations and account consequences. NexProLink tracks Host cancellations and Host No-Shows. Within any rolling twelve (12) month period: a first occurrence results in fee recovery and a written warning; a second occurrence additionally restricts the Host from publishing new Group Events with more than ten (10) seats; a third occurrence additionally PAUSES the Host’s account: the Host may not publish any new Group Event, may not create or re-activate any request-to-book or on-demand service, and may not switch on-demand availability on (any on-demand availability that is on is switched off automatically); request-to-book and on-demand listings are not shown to the public while the pause lasts. Bookings, Group Events and sessions that already exist, and sessions already in progress, are not cancelled and continue to completion. The first pause in any rolling twelve (12) month period lasts fourteen (14) days, a second pause lasts sixty (60) days and is reviewed by NexProLink, and a third pause lasts one hundred eighty (180) days and ends only when NexProLink approves the Host’s return. When a pause ends the occurrence that caused it stops counting, so the Host returns with two (2) occurrences and the ten (10) seat limit, and a fresh twelve (12) month period starts for the newer of those two occurrences (see Section 13.15.9). The Host may appeal in the app (one open appeal at a time); NexProLink may shorten, extend or end a pause, or forgive an occurrence, in its discretion. Separately, content that breaks the community rules (including reported posts, comments and videos) is handled under conduct strikes, which NexProLink Trust & Safety decides case by case and which may result in warnings, suspension of seven (7) or thirty (30) days, or closure of the account; a report alone never creates a strike. Unpaid Recoverable Fees also suspend Group Event publishing until settled. The restrictions apply to new Group Events (including events created from a saved template) and to enlarging or re-activating an existing event; Group Events already published, and their registered participants, are not cancelled by a restriction. Technical grace: the first refund of all seats caused by a Host disconnection (Section 13.15.8) in any rolling twelve (12) month period is recorded but does not count as an occurrence, although Recoverable Fees still apply. Each occurrence drops off automatically twelve (12) months after it happened (subject to Section 13.15.9), and NexProLink may forgive any individual occurrence, for example for a documented emergency. NexProLink notifies the Host by e-mail and in the app each time an occurrence is recorded. NexProLink may lift or extend these restrictions in its sole discretion and may terminate accounts for repeated or bad-faith cancellations under Section 13.4.

13.15.6 Record of acceptance. NexProLink records the date, time, IP address, device information, and the exact policy text version accepted by the Host for each paid Group Event. The Host agrees that this record constitutes conclusive evidence of the Host’s acceptance of this Section for the purposes of any payment dispute or chargeback initiated by the Host relating to the recovery of Recoverable Fees.

13.15.7 Free Group Events. Group Events with a $0.00 seat price incur no Recoverable Fees and no card hold; however, cancellations and no-shows of free Group Events still count toward the thresholds in Section 13.15.5.

13.15.8 Host Disconnection, Early Ending and Delivery Threshold.

  • (a) Connection monitoring. While a Group Event is live, the Host’s device transmits a periodic connection signal to NexProLink, and participants’ devices may report a loss of the Host’s connection. The Host consents to this. If the Host’s signal is lost for ninety (90) seconds the Host is treated as disconnected. NexProLink’s server-side records of when the Host disconnected, returned and ended the Group Event are authoritative.
  • (b) Reconnection window. After a disconnection the Host has five (5) minutes to return. Total disconnected time is capped at ten (10) minutes per Group Event, after which the Group Event is finalized without further waiting. Returning stops the clock. Time disconnected counts as undelivered, and the scheduled end time is not extended.
  • (c) Delivery threshold. If at least one participant joined and the Host was connected for less than two (2) minutes or for less than fifty percent (50%) of the booked time — whether the Host disconnected and did not return, or ended the Group Event early — every registered participant (whether or not they joined) is refunded 100% under Section 13.3d. Where no participant joined, the Host must have remained connected for the five (5) minute attendance window; otherwise every registered seat is refunded.
  • (d) Consequences of a refund under this Section. A refund of all seats under paragraph (c) is treated as a Host cancellation for the purposes of Sections 13.15.2 through 13.15.5: the Host bears the Recoverable Fees on every seat refunded, authorizes their recovery under Section 13.15.4, and the event counts toward the thresholds in Section 13.15.5. Apart from the one-time technical grace in Section 13.15.5, NexProLink does not distinguish between causes of disconnection (for example device failure, power loss or network loss) when applying paragraphs (b) and (c); a Host may contact support@nexprolink.com, and NexProLink may in its sole discretion forgive an occurrence under Section 13.15.5 for a documented emergency or technical failure. Participant refunds already issued are not reversed.
  • (e) Ending early. Before the Host ends a Group Event that would fall below the delivery threshold, the app shows the number of seats, the amount to be refunded and the Recoverable Fees the Host will bear, and requires the Host to press and hold to confirm. Ending after confirmation is a Host-initiated end subject to paragraphs (c) and (d).
  • (f) Threshold met. If the delivery threshold is met, charges stand, the Group Event is completed, and no Recoverable Fees arise under this Section.

13.15.9 Strikes, Timers, Pauses and Account Suspension.

  • (a) What counts. A “strike” is recorded when the Host is the reason a booked session does not happen as sold: a Host No-Show (not joining on time), a disconnection from which the Host does not return within the reconnection window (five (5) minutes for Group Events, two (2) minutes for one-on-one sessions), ending a Group Event before fifty percent (50%) of it is delivered, or cancelling a booked Group Event. Strikes apply to Group Events and to one-on-one On-Demand and Request-to-Book sessions. A strike is never recorded when the client or participant caused the problem. The Host’s first disconnection in any twelve (12) month period is a one-time free pass: participants are still refunded, but no strike is recorded. NexProLink may also add or remove a strike after review.
  • (b) Each strike has its own twelve (12) month timer. A strike stops counting twelve (12) months after the date it was recorded. A later strike does not extend or reset an earlier strike’s timer.
  • (c) The three steps. One (1) counting strike is a warning. Two (2) counting strikes limit new Group Events to ten (10) seats. Three (3) counting strikes pause the Host’s ability to create services and go live, as described in Section 13.15.5.
  • (d) Pause lengths. The first pause in a rolling twelve (12) month period lasts fourteen (14) days, the second sixty (60) days and the third one hundred eighty (180) days. NexProLink may shorten, extend or end a pause at its discretion.
  • (e) Returning from a pause. When a pause ends, the strike that caused it stops counting and the Host returns with two (2) counting strikes. A fresh twelve (12) month period starts, on the day the pause ends, for the newer of those two strikes; the older strike keeps its own timer.
  • (f) Account suspension. If, after the Host has served a pause of one hundred eighty (180) days, the Host again reaches three (3) counting strikes within the rolling twelve (12) month period, NexProLink will suspend the Host’s account. The Host is signed out of the app on every device and cannot sign in until NexProLink reinstates the account. NexProLink may reinstate an account after review.
  • (g) Appeals. The Host may appeal a strike from the app at any time by describing what happened. NexProLink reviews appeals and may remove a strike.

Nothing in this Section 13.15 limits a participant’s right to a full refund under Section 13.4, or any right that cannot be waived under applicable law.

13.16 Resolution Center and Consultant-Issued Refunds.

13.16.1 Direct resolution. For a completed or closed General Consulting booking, either the Customer or the Consultant may open a Resolution Center case within thirty (30) days after the session to raise an issue directly with the other party, or may instead report the issue to NexProLink Support. Reports of inappropriate behaviour are always handled by NexProLink directly. Reporting windows. (a) A report about what happened in a session (for example a no-show, session quality, a technical problem or conduct), whether filed as a Resolution Center case or as a report to NexProLink Support, must be submitted within thirty (30) calendar days after the session ended. (b) A billing claim about a booking — a wrong amount, a duplicate charge, a refund request, a charge dispute, a charge you do not recognise, or a missing Consultant payout — must be submitted within one hundred twenty (120) calendar days after the charge. (c) Only a participant in the booking may file a report or billing claim about it. (d) Reports and claims submitted after the applicable period will not be accepted through the Platform, and NexProLink is not obliged to review them or to issue a refund, credit or payout adjustment for them. (e) A safety concern, or a concern about illegal activity, may be raised with NexProLink Support at any time. (f) Nothing in this Section limits any right you have under applicable law, or any right you have with your card issuer or payment provider, and it does not shorten any period that the law does not allow to be shortened. Only one case may be opened per booking. NexProLink may read, monitor and intervene in any case at any time, and case records form part of the booking record.

13.16.2 Response times and escalation. The other party is asked to reply within forty-eight (48) hours. Either party may ask NexProLink to step in once forty-eight (48) hours have passed since the case was opened, or immediately if the Consultant states they cannot offer a refund. If the other party does not reply within seventy-two (72) hours, the case is escalated to NexProLink automatically. Cases without activity for fourteen (14) days are closed after a warning. NexProLink aims to respond to escalated cases within twenty-four (24) hours; its decision on an escalated case is final for the purposes of the Platform, without prejudice to Section 19.

13.16.3 Consultant-issued refunds are funded by the Consultant. A Consultant may refund a booking in full from the Resolution Center within ninety (90) days after payment. The Customer receives one hundred percent (100%) of the amount paid for the booking that has not already been refunded, including any Service Fee. The refund is funded as follows: the Consultant returns, from the Consultant’s connected Stripe balance, the payout received for the booking and bears the payment processor’s original, non-returnable processing fee (currently 2.9% of the amount charged plus $0.30, calculated on the full amount the Customer paid); NexProLink returns its own commission (Service Fee) for the booking and retains nothing. NexProLink neither profits from nor pays for a Consultant-issued refund. This matches common marketplace practice, where the platform returns its fee when a seller refunds a buyer. A refund cannot be issued if the Consultant’s Stripe balance (available and pending) does not cover it; in that case the Consultant may ask NexProLink to step in. Refunds must be issued on the Platform; arranging refunds or payments outside the Platform is prohibited.

13.16.4 Refunds decided by NexProLink. Where NexProLink decides an escalated case in the Customer’s favour, it may issue a Consultant-funded refund on the same terms as Section 13.16.3 (the Consultant returns the payout and the processing fee; NexProLink returns its commission), and the decision is recorded against the Consultant for quality review. NexProLink may, in its sole discretion, instead fund a goodwill refund itself; doing so does not create any obligation to do so in other cases.

13.16.5 Bank disputes. If the Customer opens a chargeback or bank dispute on a booking, any open case for that booking is closed and the dispute is handled through the card network’s process; refunds cannot be issued through the Resolution Center while a dispute is open.

13.16.6 Monitoring. NexProLink monitors case and refund patterns (for example repeated refunds, repeated cases, or unanswered cases) to protect both Customers and Consultants, and may contact users, restrict features or take action under Section 13.4 where patterns indicate abuse or poor service.

14. Account Management and Data

14.1 You are responsible for maintaining the confidentiality of your account credentials.

14.2 You may delete your account at any time through Settings or by contacting support@nexprolink.com.

14.3 Upon account deletion, we will delete personal data within 30 days, except as required by law (financial records retained up to 7 years).

15. Video Communications, Session Recording, Consent, and Technical Limitations

ALL-PARTY RECORDING CONSENT — MANDATORY PRIOR CONSENT

By joining or initiating any general-consulting video session on NexProLink, you provide explicit, prior, affirmative consent to that session being recorded by NexProLink as described in this Section 15, under all applicable federal and state recording-consent laws. This consent is given before the session begins, in these Terms and again in the notices shown before and during the session. Retroactive consent is not relied upon (California Penal Code § 631; Javier v. Assurance IQ, 9th Cir. 2022). If you do not consent to being recorded, do not join the session, or leave it. Telehealth and healthcare sessions are never recorded.

15.1 Platform Technology and Recording: Video sessions are conducted via WebRTC and the Amazon Chime SDK. NexProLink records the audio and video of general-consulting sessions (one-on-one on-demand sessions, request-to-book sessions, and group events) using server-side media capture. Recordings are combined into a single file and stored on encrypted, access-restricted Amazon Web Services infrastructure. Telehealth and healthcare sessions are never recorded. Screen-share content is not recorded. Session metadata (duration, participant join and leave times) is stored for billing, safety, and dispute purposes.

15.2 Multi-State Recording Laws — Your Obligations: Several U.S. states require the consent of ALL parties before a conversation may be recorded, including California (Cal. Penal Code § 632), Delaware, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania, and Washington. If any participant is located in one of these states, all-party consent is required before recording. NexProLink's own session recordings satisfy this requirement through the notice and consent mechanisms in Sections 15.4 and the banner above: every participant consents under these Terms and is notified before and during every recorded session. By accepting these Terms, you acknowledge these obligations.

15.3 Purposes and Retention: NexProLink records general-consulting sessions solely for: (i) trust and safety, including investigating reports, disputes, and violations of these Terms; (ii) resolving disputes between users, and between users and NexProLink; (iii) quality assurance; and (iv) compliance with law and legal process. Recordings are not sold, not used for advertising or profiling, and not used to train artificial-intelligence models. Standard recordings are automatically and permanently deleted 30 days after they are created. If a session is reported, or becomes the subject of a dispute, support matter, chargeback, investigation, or legal proceeding, the associated recording may be retained for as long as reasonably necessary to resolve the matter, or as required by law, legal process, or a lawful preservation request.

15.4 Consent to Platform Recording — Notice and Participation: You will be notified that a session may be recorded before you join (on join and lobby screens), when you enter a recorded session (an in-session notice), and while recording is active (an on-screen recording indicator). By joining, or remaining in, a session after being notified, you consent to the recording of that session. If you do not consent, you must not join the session, or you must leave it — the same stay-or-leave model used by major video platforms. NexProLink keeps a record of when each participant was shown the in-session notice.

15.5 Access to and Disclosure of Recordings: Session recordings are accessible only to authorized NexProLink Trust & Safety personnel, on a need-to-know basis, for the purposes in Section 15.3, and every access is logged. Recordings are not shared with other users or third parties except: (a) as required by law, subpoena, court order, search warrant, or other lawful government request; (b) where NexProLink believes in good faith that disclosure is necessary to prevent death or serious physical injury, or to protect the rights, property, or safety of NexProLink, its users, or others (including emergency disclosures permitted by 18 U.S.C. § 2702); and (c) as evidence in any dispute-resolution process, arbitration, or legal proceeding between a user and NexProLink or between users.

15.6 No Duty to Monitor; No Guarantee of Recording: Sessions are not monitored in real time, and NexProLink assumes no obligation to review, act on, or intervene based on any session content. NexProLink does not warrant that any particular session will be recorded, or that any recording will be complete, accurate, available, or retrievable. The absence, incompleteness, or deletion of a recording does not create any liability for NexProLink.

15.7 User Recording Prohibited: You may not record, screenshot, copy, redistribute, or publish any session, or any part of a session, by any means (including third-party software, screen recorders, or external devices) without the prior written consent of NexProLink and, where required by law, every participant. Any recording you make is your sole responsibility, and you are solely liable for compliance with all applicable recording-consent laws.

15.8 Biometric Notice: Session video may incidentally capture images of your face and your voice. NexProLink does not create, extract, or use biometric identifiers or biometric information (such as face geometry or voiceprints) from recordings, and does not use recordings to identify anyone. To the extent any biometric-privacy law (including the Illinois Biometric Information Privacy Act, 740 ILCS 14) could apply to incidental capture, you consent to that capture by joining a recorded session, for the limited purposes and retention period in this Section 15.

15.9 Your Rights: During the retention period you may contact Support to request a copy of, or the early deletion of, a recording of a session you took part in. NexProLink may decline or defer a request while the recording is subject to a report, dispute, investigation, legal hold, or legal process, or where fulfilling it would disclose another person's personal information without their consent, to the extent permitted by law.

15.10 Minors: Sessions are intended for adults aged 18 or older. If a minor participates, a parent or legal guardian is responsible for providing every consent required by law, including consent to recording, and NexProLink may require the session to end.

15.11 No Guarantee of Service: We do not guarantee uninterrupted, error-free, or secure video or audio service. You accept the inherent technical risks of internet-based video communication, including dropped connections, audio/video degradation, and data transmission delays. We are not liable for session interruptions, missed sessions due to technical failures, or degraded session quality.

15.12 Private Environment: You are responsible for ensuring a private, confidential environment during all sessions, and for any third parties who access or overhear session content in your physical space. NexProLink has no control over, or liability for, your physical environment during sessions.

15.13 CIPA Notice (California Residents): NexProLink does not deploy session-replay scripts or AI transcription on session content. NexProLink's recording of general-consulting sessions is disclosed and consented to under Section 15.4 and does not constitute interception or eavesdropping under California Penal Code § 631(a) or § 632. The Amazon Chime SDK routes communications between intended participants.

15b. Telehealth-Specific Limitations and Emergency Disclaimer

IN A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY

NexProLink is NOT an emergency service. Do not use this platform to seek emergency medical, psychiatric, or safety assistance. Call 911 or your local emergency number, or go to the nearest emergency room immediately. NexProLink is not responsible for any harm resulting from failure to seek emergency care.

15b.1 No Prescriptions: NexProLink cannot and does not facilitate, enable, or support the prescribing or dispensing of medications, including controlled substances, through the platform. The Ryan Haight Online Pharmacy Consumer Protection Act (21 U.S.C. § 829(e)) generally prohibits prescribing controlled substances via telemedicine without a prior in-person medical evaluation. Healthcare providers using NexProLink who seek to prescribe controlled substances remain solely responsible for compliance with the Ryan Haight Act and all applicable DEA regulations, including any Special Registration requirements.

15b.2 Telehealth Limitations: Telehealth has inherent limitations compared to in-person care. Healthcare providers using the platform are solely responsible for determining when telehealth is clinically appropriate and when an in-person referral or emergency intervention is required. NexProLink disclaims all liability for clinical decisions made by providers during or as a result of platform sessions.

15b.3 Cross-State Patient Encounter Rules: The applicable law for a telehealth encounter is generally the law of the state where the patient is physically located at the time of service — not the provider's home state and not the patient's state of residence. Providers are solely responsible for determining applicable cross-state laws before initiating any interstate telehealth encounter. NexProLink does not verify or enforce cross-state licensing compliance. Platform availability in any state is not an authorization to practice in that state.

15c. FOSTA-SESTA Compliance and Human Trafficking Prohibition

15c.1 NexProLink strictly prohibits and actively works to prevent the use of the platform for sex trafficking, human trafficking, sexual exploitation, or any facilitation thereof. The Allow States and Victims to Fight Online Sex Trafficking Act and Stop Enabling Sex Traffickers Act (FOSTA-SESTA, Pub. L. 115-164, codified at 18 U.S.C. § 2421A) carved out sex trafficking facilitation from Section 230 immunity. NexProLink actively prevents this conduct through content moderation, user reporting tools, and account termination.

15c.2 NexProLink complies with its obligations under 18 U.S.C. § 2258A (the CyberTipline reporting requirement). If we discover apparent child sexual abuse material (CSAM) or sex trafficking of minors on the platform, we will immediately report it to the National Center for Missing and Exploited Children (NCMEC) and cooperate with law enforcement.

15c.3 Any user found to use the platform in connection with sex trafficking, human trafficking, the sexual exploitation of minors, or any illegal sex-related commercial activity will have their account immediately terminated, be permanently banned, and be reported to law enforcement.

16. Intellectual Property

16.1 The Platform, including all content, features, and functionality, is owned by NexProLink and protected by copyright, trademark, and other intellectual property laws.

16.2 "NexProLink" and our logo are trademarks of NexProLink, Inc. You may not use our trademarks without written permission.

16.3 DMCA: We comply with the Digital Millennium Copyright Act. To report infringement, contact support@nexprolink.com.

17. Limitation of Liability

DISCLAIMER OF WARRANTIES

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

17.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXPROLINK AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE FOR ANY: (a) INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (b) LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES; (c) PERSONAL, BODILY, OR PSYCHOLOGICAL INJURY OR HARM; (d) EMOTIONAL DISTRESS OR MENTAL SUFFERING; (e) LOSS OF LIFE OR HEALTH; (f) PROFESSIONAL MALPRACTICE, NEGLIGENCE, OR MISCONDUCT BY ANY CONSULTANT; (g) SERVICE INTERRUPTION OR PLATFORM DOWNTIME; (h) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA; (i) ANY DIAGNOSIS, TREATMENT DECISION, HEALTH OUTCOME, LEGAL ADVICE, FINANCIAL ADVICE, OR PROFESSIONAL OUTCOME ARISING FROM CONSULTANT SESSIONS; (j) ANY ACT OR OMISSION OF ANY THIRD-PARTY SERVICE PROVIDER (INCLUDING STRIPE, AWS, AMAZON CHIME, OR GOOGLE); OR (k) ANY OTHER DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM OR CONSULTANT SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

17.2 AGGREGATE LIABILITY CAP: IN NO EVENT SHALL NEXPROLINK'S TOTAL CUMULATIVE LIABILITY TO YOU FROM ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (a) THE TOTAL FEES ACTUALLY PAID BY YOU TO NEXPROLINK IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (b) ONE HUNDRED U.S. DOLLARS ($100.00). THIS CAP APPLIES REGARDLESS OF THE FORM OF ACTION AND WHETHER NEXPROLINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY.

17.3 These limitations apply even if NexProLink has been advised of the possibility of such damages and even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow exclusion of certain warranties or limitations on damages; in such jurisdictions, our liability is limited to the minimum permitted by applicable law.

17.4 Healthcare Disclaimer: NexProLink EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY CLINICAL, MEDICAL, PSYCHOLOGICAL, THERAPEUTIC, LEGAL, OR FINANCIAL OUTCOMES ARISING FROM CONSULTANT SESSIONS CONDUCTED THROUGH THE PLATFORM. NEXPROLINK IS A TECHNOLOGY PLATFORM, NOT A HEALTHCARE PROVIDER, LAW FIRM, OR FINANCIAL ADVISOR. NO CONSULTANT SESSION ON THIS PLATFORM CONSTITUTES A MEDICAL EXAMINATION, FORMAL DIAGNOSIS, PROFESSIONAL TREATMENT PLAN, PRESCRIPTION, LEGAL ADVICE, OR FINANCIAL RECOMMENDATION BY NEXPROLINK.

17.5 Video/Audio Technology Disclaimer: NexProLink does not guarantee the quality, reliability, or security of video or audio communications. NexProLink is not liable for technical failures during sessions, including but not limited to dropped connections, audio/video degradation, missed sessions due to technical issues, or data transmission errors. These are inherent risks of internet-based video communication that you accept by using the Services.

18. Indemnification

18.1 You agree to fully defend, indemnify, and hold harmless NexProLink, Inc. and its officers, directors, employees, agents, successors, assigns, and affiliates (collectively, "NexProLink Parties") from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or related to: (a) your use of the Platform or Services; (b) your violation of these Terms or any applicable law, regulation, or rule; (c) your violation of any third-party rights, including intellectual property, privacy, or publicity rights; (d) content, materials, or information you submit, post, or transmit through the Platform; (e) services you provide, offer, or advertise as a Consultant; (f) your interactions with other users; (g) any claim by a third party arising from your consulting services; (h) any claim that your content or services infringe third-party intellectual property rights; or (i) any breach of any representation or warranty you have made herein.

18.2 Consultants providing healthcare, legal, financial, or other regulated professional services additionally and specifically agree to indemnify NexProLink Parties for all claims arising from: (a) alleged professional malpractice, negligence, or misconduct; (b) failure to maintain required professional licenses in all applicable jurisdictions; (c) failure to maintain professional liability insurance as required by your profession; (d) HIPAA violations, patient data breaches, or unauthorized disclosure of patient health information (PHI); (e) providing services outside your licensed scope of practice; (f) false, misleading, or unsubstantiated statements about your credentials; (g) any violation of medical board, state bar, or other regulatory body rules; and (h) your failure to obtain informed consent from patients or clients.

18.3 Indemnification Procedure: NexProLink will promptly notify you of any claim subject to indemnification. You may not settle any claim that imposes obligations on NexProLink without our written consent. We reserve the right, at our option, to assume exclusive control of our defense in any claim, at your expense.

19. Dispute Resolution - ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ CAREFULLY - THIS AFFECTS YOUR LEGAL RIGHTS

19.1 AGREEMENT TO ARBITRATE: EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES (INCLUDING THEIR FORMATION, INTERPRETATION, BREACH, TERMINATION, OR VALIDITY) SHALL BE RESOLVED EXCLUSIVELY BY BINDING INDIVIDUAL ARBITRATION, RATHER THAN IN COURT. This applies to all disputes whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. The only exceptions are: (a) individual claims in small claims court that qualify; (b) claims seeking emergency injunctive relief to prevent imminent harm to NexProLink's intellectual property or confidential information; and (c) claims where applicable law prohibits arbitration of the subject matter.

19.2 INFORMAL RESOLUTION FIRST (MANDATORY PRE-CONDITION): Before initiating arbitration, you must send written notice to legal@nexprolink.com with (a) your full name, (b) a description of the dispute, (c) the relief sought, and (d) your contact information. We will attempt informal resolution for 60 days from receipt. Failure to complete this step bars you from initiating arbitration.

19.3 Arbitration Rules: Arbitration will be administered by JAMS under JAMS' then-current Streamlined Arbitration Rules & Procedures (claims under $250,000) or Comprehensive Arbitration Rules & Procedures (claims over $250,000), or by AAA under their then-current Consumer Arbitration Rules. Arbitration shall take place in Travis County, Texas, or via video conference if the parties agree. The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction. The arbitrator may award any relief a court could award on an individual basis, except the arbitrator may not award declaratory or injunctive relief benefiting any person other than the parties. NexProLink will pay all JAMS or AAA filing and administration fees for claims under $10,000 filed by individual users acting in good faith.

19.4 CLASS ACTION WAIVER (CRITICAL): YOU AND NEXPROLINK AGREE THAT EACH MAY BRING CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. IF A COURT OR ARBITRATOR FINDS THIS CLASS ACTION WAIVER UNENFORCEABLE FOR A PARTICULAR CLAIM, THAT CLAIM MUST BE SEVERED FROM ARBITRATION AND PROCEED IN COURT UNDER SECTION 25.6, WITH THE REMAINDER OF THE ARBITRATION PROCEEDING ON AN INDIVIDUAL BASIS.

19.4a Mass Arbitration Procedure: If 25 or more claimants file demands for arbitration raising substantially similar claims against NexProLink (a "Mass Arbitration"), the parties agree to coordinate the proceedings as follows: (i) JAMS or AAA may, in their discretion, group the cases into batches of up to 50 for sequential resolution; (ii) a single arbitrator may be designated for the initial batch; (iii) the statute of limitations and filing fees for the remaining claimants are tolled during the resolution of each batch; and (iv) this provision is enforceable pursuant to Viking River Cruises, Inc. v. Moriana, 142 S. Ct. 1906 (2022) and subsequent authority. This procedure does not constitute a class action and does not waive individual arbitration rights.

19.4b California PAGA: For California users who are employees (not independent contractors or platform customers) with Labor Code Private Attorneys General Act (PAGA) claims: individual PAGA claims may be compelled to arbitration per Viking River Cruises; representative PAGA claims for other aggrieved employees are not subject to arbitration and must be litigated in California court per Adolph v. Uber Technologies, Inc., 14 Cal. 5th 1104 (2023). This carve-out applies only to PAGA actions and only to California users employed by NexProLink (not consultants or customers).

19.5 JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND NEXPROLINK EACH WAIVE THE RIGHT TO A JURY TRIAL FOR ANY CLAIM. ANY DISPUTE NOT SUBJECT TO ARBITRATION UNDER THIS SECTION SHALL BE RESOLVED BY A JUDGE SITTING WITHOUT A JURY.

19.6 TIME LIMITATION: YOU MUST INITIATE ANY CLAIM WITHIN ONE (1) YEAR of the date the claim arose, or the earliest date you knew or should have known of the claim. Claims initiated after one year are permanently barred, except where prohibited by applicable law.

19.7 Opt-Out: You may opt out of this arbitration agreement by sending written notice to legal@nexprolink.com within 30 days of first accepting these Terms. The notice must include your full name, email address, and a clear statement that you are opting out of arbitration. Opt-out applies only to arbitration; other Terms provisions (class action waiver, jury waiver, governing law) remain in effect unless separately prohibited by law.

20. Termination

20.1 You may terminate your account at any time through Settings or by contacting support@nexprolink.com.

20.2 We may suspend or terminate your account at any time, with or without cause, with or without notice.

20.3 Upon termination: your right to use the Platform ceases immediately; provisions that should survive termination will survive (Sections 17, 18, 19, 20); we may retain data as required by law.

21. Third-Party Services

The Platform integrates with third-party services. We encourage you to review their terms:

  • Stripe: Payment processing (stripe.com/legal)
  • Amazon Web Services: Cloud infrastructure (aws.amazon.com/service-terms)
  • Amazon Chime SDK: Video communications
  • Google: OAuth authentication (policies.google.com/terms)

We are not responsible for third-party services or their terms.

22. Electronic Communications

22.1 You consent to receive communications from us electronically via email, in-app notifications, and SMS, including transactional messages (booking confirmations, cancellations, payment receipts), system alerts, and service updates.

22.2 You agree that all agreements, notices, and communications we provide electronically satisfy any legal requirement that such communications be in writing.

22.3 TCPA Consent: By providing a mobile phone number and using our platform, you expressly consent to receive text message (SMS) communications from NexProLink, including booking notifications, cancellation alerts, and security verification codes, using automated telephone dialing systems or pre-recorded messages, at the number you provide. Standard message and data rates may apply. You may opt out of SMS by replying STOP to any SMS from NexProLink. Opting out of SMS does not opt you out of email or in-app notifications. This consent is not required as a condition of using the Services. Consent under this section is governed by the Telephone Consumer Protection Act (47 U.S.C. § 227) and FCC implementing regulations (47 C.F.R. § 64.1200).

22.4 CAN-SPAM: Any commercial email sent by NexProLink complies with the CAN-SPAM Act (15 U.S.C. §§ 7701–7713). Each commercial email will clearly identify NexProLink as the sender, include a valid physical postal address, and provide a working opt-out mechanism. Unsubscribe requests will be honored within 10 business days.

22c. Accessibility Commitment (ADA Title III and WCAG 2.1)

22c.1 Commitment: NexProLink is committed to making its web application and mobile application accessible to persons with disabilities in compliance with the Americans with Disabilities Act Title III (42 U.S.C. § 12181–12189) and, where applicable, Section 504 of the Rehabilitation Act. We work toward conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, as adopted by the U.S. Department of Justice's 2024 final rule (28 C.F.R. Part 36) and the HHS 2024 update to Section 504 regulations.

22c.2 Known Limitations: While we strive for full WCAG 2.1 AA conformance, some third-party components (including Stripe payment widgets, Amazon Chime video interfaces, and push notification integrations) may have accessibility limitations outside our direct control. We are committed to working with vendors to improve accessibility.

22c.3 Contact for Accessibility: If you experience barriers accessing any part of the Platform, please contact us at support@nexprolink.com with a description of the barrier. We will make commercially reasonable efforts to provide the requested information or functionality through an alternative accessible format.

22c.4 No Waiver of Rights: Nothing in these Terms waives any rights you may have under the ADA, Section 504, or equivalent state disability rights laws. Accessibility disputes are not subject to the arbitration clause in Section 19 to the extent prohibited by applicable disability rights law.

22b. Data Security and Breach Notification

22b.1 NexProLink implements industry-standard technical and organizational security measures to protect your data, including encryption in transit and at rest, access controls, and regular security assessments.

22b.2 In the event of a confirmed data breach that affects your Personal Information, we will notify you without undue delay and in accordance with applicable law. For users subject to GDPR, we will notify the relevant supervisory authority within 72 hours of becoming aware of the breach, where feasible. For users subject to U.S. state breach notification laws, we will comply with the applicable notification timeline and content requirements of your state.

22b.3 You acknowledge that no security system is impenetrable and that NexProLink cannot guarantee absolute security. NexProLink is not liable for data breaches caused by third-party cyberattacks, infrastructure failures, or events outside our control, provided we have implemented reasonable security measures.

23. Force Majeure

NexProLink shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including: acts of God; natural disasters; pandemic or epidemic; war, terrorism, or civil unrest; government actions; labor disputes; power failures; internet or telecommunications failures; cyberattacks; supply chain disruptions; changes in law; or actions of third-party platforms or payment processors (including Stripe, AWS, or Amazon Chime). In such events, our obligations are suspended for the duration of the force majeure event, and we will use commercially reasonable efforts to resume performance as soon as practicable.

24. Export Controls and Sanctions

24.1 You represent that you are not located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country.

24.2 You are not listed on any U.S. government list of prohibited or restricted parties.

24.3 You agree to comply with all applicable export control laws and sanctions.

25. General Provisions

25.1 Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and NexProLink.

25.2 Severability: If any provision is found unenforceable, the remaining provisions will continue in effect.

25.3 Waiver: Our failure to enforce any right does not waive that right.

25.4 Assignment: You may not assign these Terms. We may assign to any successor entity.

25.5 Governing Law: These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles.

25.6 Jurisdiction: For claims not subject to arbitration, you consent to exclusive jurisdiction in Texas state and federal courts.

25.7 Survival: Sections regarding limitation of liability, indemnification, arbitration, intellectual property, and general provisions survive termination.

26. Contact Information

NexProLink, Inc.

Email: support@nexprolink.com
Location: Texas, USA

For all legal inquiries, disputes, and Terms-related questions, contact us at the email above.

27. Aggregated, De-Identified and Service-Generated Data

IN PLAIN ENGLISH

We turn how the platform is used into group statistics that cannot point to you, and we may sell or license those statistics. We never sell your personal information, messages, recordings or health records.

27.1 Service-Generated Data. In connection with your use of the Services, NexProLink and its systems create, collect and observe technical, usage, booking, scheduling, pricing, transaction, search, engagement and geographic-region information about how the Services are used ("Service-Generated Data"). Service-Generated Data does not include the content of your communications, recordings or sessions.

27.2 Aggregated Data. NexProLink may combine Service-Generated Data, and information you submit (such as service categories, prices and availability), with the data of other users and process it into statistics, counts, averages, distributions, indexes, trends and other summary information that does not identify, and cannot reasonably be used to identify, relate to, describe or be linked to you, any other individual, household or device ("Aggregated Data"). We apply a minimum group size of five (5) users or events before any figure is released, and we suppress, generalize or remove small or unusual groups, free-text values and unique identifiers.

27.3 Ownership and License. As between you and NexProLink, NexProLink owns all right, title and interest in Aggregated Data. To the extent you hold any rights in the underlying information, you grant NexProLink a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use that information to create Aggregated Data. NexProLink may use, publish, license, sell, distribute and otherwise commercialize Aggregated Data for any lawful purpose, including to data marketplaces, researchers, analysts, advisers, investors, industry partners and other third parties, and owes you no payment, attribution or notice for doing so.

27.4 Our De-Identification Commitments. NexProLink will (a) take reasonable technical and organizational measures so that Aggregated Data cannot be associated with an individual; (b) maintain and use Aggregated Data only in aggregated or de-identified form, and publicly commits to do so here and in our Privacy Policy; (c) not attempt, and not permit others to attempt, to re-identify Aggregated Data; and (d) require by written contract that every recipient of Aggregated Data agrees not to re-identify it, not to combine it with other data to identify any person, household or device, not to use it to make decisions about a specific individual, to protect it with reasonable safeguards, to use it only for lawful purposes, and to impose the same obligations on anyone they share it with. Hashing, pseudonymizing or masking an identifier is not, by itself, treated by NexProLink as de-identification.

27.5 What Is Not Sold or Included. This Section does not permit NexProLink to sell your Personal Information. Aggregated Data does not contain names, email addresses, phone numbers, user IDs, IP addresses, precise location, payment card data, message or post content, session audio or video, recordings, transcripts, intake forms, notes, or any record about an individual consultant, customer, patient, practice or provider.

27.6 Healthcare Ecosystem. Nothing in these Terms authorizes the use or disclosure of protected health information or other individually identifiable health information except as permitted by applicable law and the HIPAA agreements referenced in these Terms. Data connected with the Healthcare Ecosystem is included in Aggregated Data only as counts and statistics that have been de-identified in accordance with applicable law (including, where it applies, 45 C.F.R. 164.514). NexProLink will not sell or license patient-level or provider-level health records.

27.7 Consultants and Market Data. If you are a Consultant, practice or provider, you acknowledge that your service categories, price points, availability patterns, booking volumes and regional activity may contribute to Aggregated Data such as market pricing and demand indexes, provided that no individual consultant, practice or provider is identified or reasonably identifiable.

27.8 After Deletion or Termination. When you delete your account or it is terminated, we handle your Personal Information as described in the Privacy Policy. Aggregated Data created before that time, and data derived from it, may continue to be retained, used, licensed and sold, because it no longer identifies you. We will not use Aggregated Data to re-create your identity.

27.9 Your Choices. Because Aggregated Data is not Personal Information, it is not subject to individual deletion or opt-out requests. You can still exercise the privacy rights described in our Privacy Policy for your Personal Information. If you do not agree to this Section, you must stop using the Services and delete your account.

27.10 No Scraping, Data Brokering or Re-Identification. You, and anyone acting for you, will not (a) scrape, harvest, crawl, copy or compile data from the Services by automated or manual means, including through data aggregators or brokers; (b) use data from the Services to identify, profile, track or contact any individual; (c) sell, license or republish data obtained from the Services; or (d) combine data from the Services with other data to re-identify any person. NexProLink may seek injunctive relief, damages, and recovery of its costs and attorneys' fees for any breach of this Section.

27.11 Third-Party Recipients. Recipients of Aggregated Data are independent third parties. NexProLink does not control how they use lawfully received Aggregated Data beyond the contractual restrictions described above and is not responsible for their acts.

27.12 Disclaimer. Aggregated Data is provided without any warranty about its accuracy, completeness or suitability. Section 17 (Disclaimer of Warranties and Limitation of Liability) applies to this Section.

27.13 Legal Compliance, Changes and Severability. We handle Aggregated Data in line with applicable law, including state privacy laws that treat properly de-identified and aggregate consumer information separately from Personal Information. If we materially change this Section we will post the update and notify you as described in Section 1.3, and your continued use after the effective date is acceptance. If any part of this Section is held unenforceable, the rest remains in effect.

BY CREATING AN ACCOUNT OR USING NEXPROLINK, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

Questions or Concerns?

If you have any questions about these Terms of Service, please contact us at:

📧 support@nexprolink.com

Document Version: 6.3

Effective Date: October 10, 2026

Previous Version: 6.2 (October 4, 2026)

Governing Law: State of Texas, USA

© 2026 NexProLink, Inc. All rights reserved.

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