Terms and Conditions

Effective Date: October 17, 2025

These Terms and Conditions of Use (“Terms”) constitute a binding legal agreement between you, the user (“You” or “User”), and NexTalk Software, Inc. (“NexTalk”). By accessing, downloading, installing, or otherwise using any NexTalk software, platform, or service (collectively, the “Software & Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy. If you do not agree, you may not access or use the Software & Services.

I | General Terms

1. License Grant. Subject to compliance with these Terms, NexTalk hereby grants you a limited, non-exclusive, non-transferable, revocable license to access and use its Software and Services solely for Authorized Purposes. “Authorized Purposes” means lawful and intended uses of the Software & Services consistent with these Terms, applicable law, and any documentation or user instructions provided by NexTalk. Except as expressly permitted herein, you shall not reproduce, distribute, modify, decompile, reverse engineer, disassemble, or otherwise exploit the Software & Services.
2. Account Registration and Eligibility. Access to certain Services may require registration. You agree to provide accurate, current, and complete information and to update such information as necessary. You represent and warrant that you are at least eighteen (18) years of age and legally capable of entering into a binding agreement for yourself or your business. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.
3. Privacy and Data Usage. The collection and use of personal information is governed by our Privacy Policy, incorporated herein by reference. By using the Services, you consent to such collection and use. NexTalk may collect technical and usage data for the purpose of maintaining, securing, and improving the Software and Services.

(a) NexTalk will implement and maintain reasonable and appropriate administrative, technical, and physical safeguards designed to protect User information and relay communications from unauthorized access, disclosure, or use.

(b) In the event of unauthorized access to personal data or relay communication data, NexTalk will notify affected Users in accordance with applicable law.

(c) Users are responsible for maintaining the security of their own access credentials and systems used to connect to the Services.

4. Accessibility. NexTalk is committed to providing accessible Software & Services that conform to applicable accessibility standards to the extent practicable. Users may report accessibility issues to NexTalk at support@nextalk.com for prompt review and remediation.
5. Third-Party Services, Content, and Links. The Software and Services may contain third-party content or links to third-party sites. NexTalk does not control, endorse, or assume responsibility for such third-party materials or services and disclaims any liability arising therefrom. Third-party services may be subject to their own terms, and you agree to comply with such terms as applicable.
6. Modifications to Software & Services. NexTalk reserves the right, in its sole discretion and without liability, to modify, suspend, or discontinue any aspect of the Software or Services at any time. Updates, upgrades, or enhancements may be subject to additional terms and conditions. NexTalk will use reasonable efforts to provide advance notice of any material changes that may substantially affect your use of the Services.
7. Warranties. To the maximum extent permitted by applicable law, the services are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including without limitation any warranties of merchantability, fitness for a particular purpose, title, or non-infringement. NexTalk does not warrant that the software & services will be uninterrupted or error-free. NexTalk makes no warranty as to results that may be obtained from use of the Software & Services or that the Software & Services will meet specific accessibility or performance requirements beyond those mandated by law.
8. Indemnification.You will indemnify, defend and hold harmless NexTalk and other visitors or users of the Software & Services, and their affiliates, officers, directors, employees, agents, representatives, partners and licensors from and against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, losses, costs, disbursements or expenses, including attorneys’ fees, arising out of or in any way connected with your access to or use of the Software & Services, your violation of these Terms, your violation of applicable laws and regulations, your violation of any rights of another individual or entity, your negligent or willful misconduct, or any emotional or physical harm to you or any third party resulting from your access to or use of the Software & Services.
9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NEXTALK OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In no event shall NexTalk’s total aggregate liability arising from or related to these Terms or the Services exceed (i) the total amount paid by you to NexTalk for the Services during the twelve (12) months preceding the event giving rise to the claim, or (ii) one hundred U.S. dollars ($100), whichever is greater.

10. Termination. NexTalk may suspend or terminate your access to the Software & Services immediately and without notice if you breach these Terms or for any other lawful reason. Upon termination, all licenses granted to you shall cease. Upon termination, NexTalk may retain limited records as required by applicable law or regulation, including FCC-mandated retention for relay communications, and will otherwise delete or anonymize user data consistent with its Privacy Policy.
11. Federal Funding, Export Control, and Regulatory Compliance.

(a) Certain Services, including IP CTS, may be funded in whole or in part through the Telecommunications Relay Services (“TRS”) Fund administered under FCC oversight. You acknowledge that such funding does not constitute an endorsement or guarantee by the U.S. Government. NexTalk represents that it is not debarred, suspended, or ineligible to receive federal funds.

(b) You agree to use federally funded Services only for lawful, eligible purposes and to cooperate with any compliance verification or audit required under FCC or other federal regulations.

(c) You may not use, export, or re-export the Software or Services in violation of U.S. export control or economic sanctions laws, including the Export Administration Regulations (“EAR”) and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”).

Waiver. No waiver by NexTalk of any term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by NexTalk to assert a right or enforce a provision under these Terms shall not constitute a waiver of such right or provision.

12. Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict-of-law provisions. Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator in Salt Lake County, Utah. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

To the fullest extent permitted by applicable law, you agree that:

(a) Any arbitration shall proceed solely on an individual basis and not as a class action or other representative action;

(b) You waive any right to a jury trial or to participate in a class action; and

(c) The Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision.

Nothing in this Section limits your right to file a complaint with the Federal Communications Commission (“FCC”) or other applicable governmental authority under federal disability rights laws.

II | Supplemental Terms Applicable to SpeechPath IP CTS Users

The following provisions apply exclusively to Users who access or utilize NexTalk’s SpeechPath Internet Protocol Captioned Telephone Service (“IP CTS”), which is subject to regulation by the Federal Communications Commission (“FCC”). In the event of any conflict between this Part II and Part I, the provisions of this Part II shall govern with respect to IP CTS.

1. Eligibility. IP CTS is available only to individuals with a hearing disability who require captioned telephone service to engage in functional communication, as defined by FCC regulations. By registering for and using IP CTS, you expressly represent and warrant that you meet these eligibility requirements and you hereby self-certify your qualification. Any misuse or false certification may subject you to enforcement action, liability, or other consequences under applicable law. You agree to promptly notify NexTalk if you no longer meet the eligibility requirements, and acknowledge that your certification and usage may be subject to audit or verification by the FCC or TRS Fund Administrator. The “TRS Fund Administrator” is the entity selected by the FCC to manage the federal Telecommunications Relay Services Fund.
2. Authorized Use. IP CTS may be used solely for the eligible user’s individual communications. Commercial use, fraudulent activity, harassment, unlawful recording, or any use inconsistent with FCC regulations is strictly prohibited. You agree not to use the IP CTS service for telemarketing, robocalling, or any purpose prohibited under 47 C.F.R. § 64.601 et seq.
3. Emergency Services (911). You acknowledge and agree that:

   (a) Calls to 911 placed through IP CTS may not automatically transmit your location or telephone number to emergency responders;

   (b) Traditional wireline or wireless telephone service, or TTY where available, should be used to place emergency calls whenever possible; and

   (c) NexTalk disclaims any and all liability arising from or relating to delays, inaccuracies, or failures in connection with emergency calls placed through IP CTS.

You will be presented with and must acknowledge the FCC-required 911 advisory disclosure at registration, in substantially the form mandated by the FCC, confirming that you understand the limitations of 911 functionality when using IP CTS.

4. Confidentiality of Communications. While NexTalk is obligated to maintain the confidentiality of relay communications in accordance with FCC rules, you acknowledge that captioned communications are transmitted, in whole or in part, over the Internet and cannot be guaranteed to be fully secure. NexTalk will comply with all applicable privacy and confidentiality requirements, but makes no representation of absolute security.
5. Regulatory Compliance. You agree to comply with all FCC rules, orders, and guidance applicable to IP CTS. NexTalk reserves the right to amend these Supplemental Terms as necessary to reflect changes in regulatory requirements. This includes compliance with 47 C.F.R. Part 64, Subpart F (Telecommunications Relay Services), and any successor or amended provisions. NexTalk may suspend or terminate IP CTS access if required by the FCC or if misuse or non-eligibility is determined.

III | Entire Agreement

These Terms, including Part I and Part II (where applicable), together with the Privacy Policy and any other supplemental agreements entered into between you and NexTalk, constitute the entire agreement governing your use of the Software & Services and supersede all prior or contemporaneous understandings, whether written or oral, relating thereto.