NEXAFLOW PLATFORM BUSINESS SIDE - TERMS AND CONDITIONS

Last Updated: December 2025

1. ACCEPTANCE AND SCOPE

1.1 Agreement

These Business Terms and Conditions govern your use of the Nexaflow platform as a business user. By creating a business account or using business features, you agree to be bound by these Business Terms in addition to the Website Terms and Conditions.

1.2 Business Definition

For purposes of these Terms, "Business" refers to any entity (sole proprietor, partnership, corporation, or other legal entity) that creates an account to run influencer marketing campaigns through the Platform.

1.3 Authority

By agreeing to these Terms, you represent that you have the authority to bind your business entity to these Terms.

2. ACCOUNT AND PROFILE

2.1 Business Profile Setup

Upon registration, you must provide accurate business information including legal business name, ABN/ACN (if applicable), and contact details, create a venue profile with accurate location and operating hours, maintain a venue availability calendar indicating closed or busy dates, and update information promptly when changes occur.

2.2 Verification

Nexaflow reserves the right to verify business information and may request supporting documentation including business registration documents, proof of address, identity verification for account holders, and tax identification numbers.

2.3 Account Responsibility

You are responsible for all activities conducted through your business account, maintaining the security and confidentiality of account credentials, ensuring all users with access to your account comply with these Terms, and immediately notifying Nexaflow of any unauthorized access.

3. SUBSCRIPTION PLANS AND BILLING

3.1 Available Plans

Nexaflow offers the following subscription plans with bi-monthly billing cycles:

Free - 7,500 views every 2 month period - $0

Starter - 30,000 views every 2 month period - $330 AUD

Growth - 60,000 views every 2 month period - $660 AUD

Scale - 100,000 views every 2 month period - $960 AUD

3.2 Billing Cycle

All paid plans are billed on a bi-monthly (every two months) basis. Billing occurs at the start of each new billing period. First payment is due upon plan selection during campaign launch. Subsequent payments are automatically charged at the beginning of each billing cycle.

3.3 View Credits

View credits are allocated at the start of each bi-monthly billing period. Credits are based on predicted influencer views for content visibility. Unused credits do not roll over to the next billing period. Additional credits cannot be purchased mid-cycle; you must upgrade your plan. Credits are deducted when influencers complete campaigns based on predicted views.

3.4 Payment Methods

Payments are processed through Stripe. Accepted payment methods include credit cards, debit cards, and other methods supported by Stripe. You authorize Nexaflow to charge your payment method for all applicable fees.

3.5 Payment Failures

If payment fails, your account will be immediately downgraded to the Free plan. You will retain access to campaigns already in progress. Your view credit cap will be reduced to 7,500 views. You cannot launch new paid campaigns until payment is resolved. Stripe will automatically retry failed payments according to their retry schedule. Upon successful payment, your account will be restored to your previous plan.

3.6 Plan Changes

Upgrades take effect immediately with prorated credit adjustments. Downgrades take effect at the end of the current billing period. View credits adjust according to the new plan at the start of the next billing period.

3.7 Taxes

All prices are in Australian Dollars (AUD). Prices exclude applicable taxes (GST, VAT, etc.). You are responsible for all applicable taxes based on your location. Tax amounts will be calculated and added at checkout.

4. CAMPAIGN CREATION AND MANAGEMENT

4.1 Campaign Requirements

When creating a campaign, you must provide clear, accurate campaign descriptions and expectations, specify campaign dates and duration (campaigns run for 2 months maximum), indicate your venue's unavailable dates for influencer visits, select offer type (monetary budget or store credit), for paid plans assign a campaign budget for influencer compensation, specify content requirements and brand guidelines, and comply with all advertising standards and regulations.

4.2 Campaign Duration

Campaigns run for a maximum period of 2 months from launch. You set the campaign during creation, and influencers book within that timeframe. Campaign extensions are not automatic; you must create a new campaign.

4.3 Campaign Budget

Paid plan campaigns require an allocated budget for influencer compensation. Budget is paid upon campaign launch, separate from platform subscription fees. Budget amounts should align with fair market rates for influencer services. Store credit campaigns may be offered instead of monetary compensation. You must honor budget commitments to influencers who complete campaigns successfully.

4.4 Campaign Review by Agency

All campaigns are reviewed by Ruygrok Marketing (the agency) before publication. The agency may recommend edits to improve campaign effectiveness. The agency reserves the right to reject campaigns that violate policies or standards. Review typically occurs within 48 hours of submission. This review is included in all paid plan subscriptions.

4.5 Campaign Modifications

You may edit campaign details before influencer bookings are confirmed. Once influencers have confirmed bookings, material changes require influencer consent. You cannot reduce budgets or compensation after influencers have applied.

4.6 Campaign Cancellation

Campaigns may be canceled before influencer bookings are confirmed without penalty. Canceling campaigns with confirmed bookings may result in obligation to compensate influencers for time and effort, negative impact on your business rating, and potential account restrictions.

5. INFLUENCER SELECTION AND BOOKING

5.1 Influencer Applications

When influencers apply to your campaign, you receive applications with influencer profiles, predicted views, and performance history. Agency-recommended influencers are tagged with a recommendation badge. You may review and approve/reject applications manually. Alternatively, you may enable auto-accept for agency-recommended influencers only.

5.2 Agency Recommendations

Recommendation badges are applied through an automated algorithm trained by Ruygrok Marketing. Recommendations are based on influencer performance, audience fit, and campaign alignment. Recommendations do not guarantee results but indicate higher likelihood of success. You are not obligated to accept recommended influencers.

5.3 Booking Process

Approved influencers select visit dates during your venue's operating hours. You can request changes or cancellations through the Platform. Once confirmed, bookings are added to your venue visit calendar. Influencers must set publish dates within 3 weeks of their visit and within the same campaign month.

5.4 Dual Calendar System

The Platform provides two calendars: Calendar 1 for influencer visit bookings at your venue, and Calendar 2 for influencer publish dates for content. You receive alerts for overlapping content to manage multiple influencers posting simultaneously.

5.5 Booking Changes and Cancellations

You may request booking changes with reasonable notice (minimum 48 hours). Influencers may also request changes, which you can approve or deny. Last-minute cancellations (less than 24 hours) may affect your business rating. Repeated cancellations may result in account restrictions.

6. CONTENT AND COLLABORATION

6.1 Content Requirements

You agree that influencers retain ownership of their created content. Influencers must add your business as a collaborator on published posts. You may request specific content guidelines (subject to influencer agreement). Content must comply with all applicable laws and platform policies. You cannot dictate exact wording or overly control creative expression.

6.2 Content Review

You may review content before publication if agreed with the influencer. You cannot unreasonably reject content that meets campaign specifications. Disputes regarding content quality should be resolved through Platform support.

6.3 Content Usage Rights

Influencers grant you the right to share, repost, and use campaign content for marketing. Usage rights are non-exclusive and perpetual for campaign-related content. You must maintain proper attribution and not alter content in misleading ways. Additional usage rights require separate agreement with influencers.

6.4 Brand Guidelines

You may provide brand guidelines, logos, and creative direction. Guidelines must be reasonable and not overly restrictive. Influencers are not obligated to follow guidelines that conflict with their brand or audience.

7. PERFORMANCE TRACKING AND ANALYTICS

7.1 View Credits and Tracking

Campaign performance is tracked through predicted influencer views. View credits are deducted based on influencer's predicted views at booking time. Actual views are verified 7 days after content publication. Performance data is aggregated in your analytics dashboard.

7.2 Analytics Dashboard

Your dashboard provides total views delivered vs. plan cap, individual influencer performance metrics, engagement data (likes, comments, shares), campaign history and comparative analysis, and downloadable reports (PDF/CSV format).

7.3 Predicted vs. Actual Views

Influencers guarantee predicted view delivery. If actual views are less than 80% of predicted views, the influencer receives a warning, you may be eligible for partial credit refund or campaign compensation, and repeat under-delivery by influencers results in their account suspension. View verification occurs automatically 7 days post-publication.

7.4 Performance Disputes

If you believe an influencer has not fulfilled their obligations, submit a dispute through the Platform within 14 days of content publication, provide evidence of performance issues. Nexaflow will review and mediate the dispute. Resolutions may include partial refunds, additional content, or other remedies.

8. PAYMENT AND COMPENSATION

8.1 Two-Tier Payment Structure

Businesses make two types of payments: Platform Subscription Fee (bi-monthly fee for Platform access and view credits) and Campaign Budget (direct compensation to influencers for their services).

8.2 Platform Subscription Payment

Platform subscription is charged at the start of each bi-monthly billing period and is non-refundable once the billing period begins. It is automatically renewed unless canceled before the next billing cycle. Payment failure results in immediate downgrade to Free plan.

8.3 Campaign Budget Payment

Campaign budget is paid upon campaign launch, separate from subscription fee. It is held in escrow until campaign completion and released to influencers upon successful content delivery and verification. It may be subject to partial refund if performance guarantees are not met.

8.4 Refund Policy

Subscription fees are non-refundable for active billing periods. Campaign budgets once the influencer has booked in for the venue and has attended can't be refunded to the business. Once budgets are put into the platform you may contact us directly if you would like to get that unused budget back.

8.5 Chargebacks

Unjustified chargebacks may result in account suspension. You must attempt to resolve payment disputes through Nexaflow support before initiating chargebacks. Chargeback fees may be passed on to your account.

9. SUBSCRIPTION MANAGEMENT

9.1 Plan Upgrades

Upgrades take effect immediately. Prorated credits are added for the remainder of the current billing period. Next billing reflects the new plan price.

9.2 Plan Downgrades

Downgrades take effect at the end of the current billing period. You retain current plan benefits until the period ends. Unused credits do not transfer to the downgraded plan.

9.3 Cancellation

You may cancel your subscription at any time through account settings. Cancellation takes effect at the end of the current billing period. You will not be charged for subsequent periods after cancellation. Your account will automatically downgrade to the Free plan. Active campaigns will continue until completion or campaign end date.

9.4 Free Plan Limitations

Upon cancellation or downgrade to Free, view credit cap is reduced to 7,500 views per bi-monthly period, you lose agency campaign review and recommendations, have limited access to advanced analytics features, and priority support is removed.

10. RELATIONSHIP WITH RUYGROK MARKETING

10.1 Agency Oversight

Ruygrok Marketing provides agency oversight for plans. The agency reviews campaigns before launch and recommends suitable influencers through automated algorithms. The agency does not manage day-to-day campaign operations.

10.2 Escalation to Full-Service

If your campaigns consistently reach or exceed 100,000 views per bi-monthly period, or if you've been active on the Platform for 3+ months with consistent performance, you may be automatically flagged and pitched Ruygrok Marketing's full-service offerings. Full-service includes strategy development, creative services, full campaign management, and advanced reporting. Full-service is optional and requires separate agreement.

10.3 Agency Relationship

The Platform is a product of Ruygrok Marketing. Agency guidance on the Platform is included in paid subscriptions. Full-service agency work requires separate engagement and pricing. You are not obligated to upgrade to full-service.

11. DATA AND PRIVACY

11.1 Data Collection

We collect and process business profile and contact information, campaign details and performance data, payment and billing information, and user activity and interaction data.

11.2 Data Usage

Your data is used to provide and improve Platform services, process payments and billing, generate analytics and reports, communicate about campaigns and account matters, and comply with legal obligations.

11.3 Data Sharing

We may share data with influencers (campaign details and business profile), payment processors (billing information), service providers (hosting, analytics, support), and legal authorities (when required by law).

11.4 Data Security

We implement industry-standard security measures, but cannot guarantee absolute security. You acknowledge the inherent risks of internet-based services.

11.5 Data Retention

We retain your data for as long as your account is active and as required by law. You may request data deletion upon account closure, subject to legal retention requirements.

12. PROHIBITED CONDUCT

You agree not to post false, misleading, or fraudulent campaigns, discriminate against influencers based on protected characteristics, request content that violates laws or platform policies, misuse influencer content or violate their intellectual property rights, attempt to circumvent the Platform to work with influencers directly (during active campaigns), share or resell Platform access, use the Platform for illegal purposes, harass, threaten, or abuse influencers or support staff, manipulate performance metrics or analytics, or create multiple accounts to bypass plan limitations.

13. ACCOUNT SUSPENSION AND TERMINATION

13.1 Suspension

Nexaflow may suspend your account for violation of these Terms, payment failures or fraudulent activity, abusive behavior toward influencers or staff, multiple campaign cancellations or disputes, or suspicious or illegal activity.

13.2 Termination

Nexaflow may terminate your account for repeated or severe violations, fraudulent activity, legal or regulatory requirements, or at our discretion for any reason with reasonable notice.

13.3 Effect of Termination

Upon termination, access to the Platform is immediately revoked. Active campaigns will be completed or canceled. Outstanding payments remain due. Data retention follows our Privacy Policy. You remain liable for obligations incurred before termination.

14. REPRESENTATIONS AND WARRANTIES

You represent and warrant that you have authority to bind your business to these Terms, all information provided is accurate and complete, you will comply with all applicable laws and regulations, your campaigns and business activities do not infringe third-party rights, you have all necessary licenses and permits to operate your business, and you will honor commitments made to influencers through the Platform.

15. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Nexaflow, Ruygrok Marketing, and their affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from your use of the Platform, your campaigns and interactions with influencers, your violation of these Terms, your violation of any laws or third-party rights, content or materials you provide, or disputes with influencers or third parties.

16. DISCLAIMERS

16.1 Service Availability

The Platform is provided "as is" and "as available." We do not guarantee uninterrupted, error-free, or secure service.

16.2 Influencer Performance

While we provide tools and recommendations, we do not guarantee specific campaign results or ROI, influencer reliability or content quality, achievement of marketing objectives, or accuracy of predicted views (though influencers are held accountable).

16.3 Agency Recommendations

Agency recommendations are provided for guidance only and do not guarantee campaign success. You remain responsible for final influencer selection.

16.4 Third-Party Content

We are not responsible for influencer-created content or their compliance with laws and regulations.

17. LIMITATION OF LIABILITY

17.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXAFLOW SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES.

17.2 Liability Cap

NEXAFLOW'S TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO NEXAFLOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

17.3 Jurisdictional Variations

Some jurisdictions do not allow certain limitations of liability. In such cases, our liability is limited to the maximum extent permitted by law.

18. DISPUTE RESOLUTION

18.1 Governing Law

These Terms are governed by the laws of New South Wales, Australia.

18.2 Informal Resolution

You agree to contact Nexaflow support to attempt informal resolution before pursuing legal action.

18.3 Jurisdiction

Disputes shall be resolved in the courts of Sydney, New South Wales, Australia.

18.4 Class Action Waiver

You agree that disputes will be resolved on an individual basis, not as part of any class action or representative proceeding.

19. GENERAL PROVISIONS

19.1 Entire Agreement

These Business Terms, together with the Website Terms and Conditions and Privacy Policy, constitute the entire agreement regarding your use of the Platform as a business.

19.2 Amendments

Nexaflow reserves the right to modify these Terms with reasonable notice. Continued use after modifications constitutes acceptance.

19.3 Severability

If any provision is found invalid, the remaining provisions remain in full effect.

19.4 No Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

19.5 Assignment

You may not assign these Terms without our written consent. We may assign these Terms without restriction.

19.6 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control.

20. CONTACT AND SUPPORT

For questions, support, or disputes: support@nexaflow.com.au

21. ACKNOWLEDGMENT

BY CREATING A BUSINESS ACCOUNT AND USING THE NEXAFLOW PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE BUSINESS TERMS AND CONDITIONS.

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