Terms of Service

1. Acceptance of Terms

These Terms of Service (the "Terms") are a binding legal agreement between you and Yisrael Gottlieb, an individual doing business as "Nexertise" ("Nexertise," "we," "our," or "us"). They govern your access to and use of the nexertise.com website, the NexAds advertising product, the NexFeed content platform, and related services (collectively, the "Platform").

By creating an account or using the Platform, you agree to these Terms, the Privacy Policy, and any additional terms that apply to specific features (such as the Monthly Subscription Terms in Section 7). If you do not agree, do not use the Platform.

2. Description of Service

Nexertise is a B2B Verified-Engagement Advertising network. Advertisers create "NexAd Campaigns" about their products or services. Identity-verified professionals ("Consultants") engage with campaign content, prove comprehension through quiz questions, and share professional insights in exchange for compensation.

NexFeedis the professional content layer where Consultants post in their declared specialty and earn a Reputation Score (RS) through peer validation. A Consultant's RS determines their tier (T1–T5), which in turn determines the per-engagement rate advertisers pay them on NexAds and the number of NexAds they may engage with per day.

3. Eligibility and User Accounts

3.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into a binding contract in your jurisdiction. The Platform is not intended for users under 18.

3.2 Account Creation

You must provide accurate, complete, and current information when creating an account. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately at legal@nexertise.com of any unauthorized access.

3.3 Account Types

• Consultants (Professionals): Identity-verified individuals who engage with NexAds, post on NexFeed, and earn compensation based on their tier.
• Advertisers: Individuals or businesses that fund NexAd Campaigns to reach verified professionals.

A single account may not hold both roles simultaneously without our written authorization.

3.4 Identity Verification

All Consultants must complete identity verification via Stripe Identity with a government-issued photo ID and a live selfie. Advertisers may also be required to complete identity or business verification at our discretion. Accounts that fail verification may be denied access.

3.5 One Account Per Person

Each natural person may hold only one Consultant account. Creating duplicate, sibling, or sock-puppet accounts is grounds for immediate termination and forfeiture of any pending balance.

4. Consultant Terms

4.1 Engagement Requirements

• You must engage with NexAd content in good faith and read or view it fully before attempting comprehension verification.
• A minimum 30-second engagement time applies to each NexAd before comprehension questions unlock.
• NexAd access is progressive:
  • Activation Campaign (first campaign): Your first NexAd is an activation campaign. Completing it, together with Stripe Identity KYC verification, activates your account as a Tier 1 verified Consultant.
  • Phase 1 (campaigns 1–10): One (1) NexAd per day while you build a track record.
  • Phase 2 (11+ completed): Daily limits by tier: Tier 1 — 1/day, Tier 2 — 1/day, Tier 3 — 2/day, Tier 4 — 2/day, Tier 5 — 3/day.
• Activation pitches expire 24 hours after being offered. If you ignore three (3) activation pitches without completing any, your account is automatically opted out of further matching until you request reactivation.

4.2 Comprehension Verification

• You must score at least 80% on campaign comprehension questions to receive compensation.
• Regular NexAd failures result in a 24-hour lockout from new NexAds.
• Activation campaign failures escalate: 1st failure — 24-hour lockout; 2nd failure — 7-day lockout; 3rd failure — account review and potential permanent ban.
• Repeatedly failed quizzes, pattern-guessing behavior, or Proof-of-Attention violations may result in a strike (see Section 6).

4.3 Proof-of-Attention and Anti-Fraud

Every NexAd engagement is subject to our Proof-of-Attention system, which collects interaction telemetry to detect automated engagement, AI impersonation, or comprehension-gaming. Telemetry is described in the Privacy Policy, Section 2.3.

If our system detects fraud or inauthentic engagement, we may (a) withhold or reverse compensation for the affected engagement, (b) issue a strike, and/or (c) suspend or terminate your account. You agree not to circumvent, disable, or interfere with Proof-of-Attention mechanisms.

Proof-of-Attention is one layer of the Iron Dome, the Nexertise verification architecture that keeps the professional network authentic. The full set of verification layers — identity verification, behavioral accountability, access control, enforcement, comprehension gating, AI fraud shield, human oversight, and financial protection — is described on our Security page.

4.4 Compensation, Platform Fee, and Payouts

• Platform fee: Nexertise retains 30% of the advertiser's per-engagement payment as a platform fee. Consultants receive the remaining 70%, credited to their wallet upon successful, verified engagement.
• Payout hold: Earnings are subject to a 7-day hold after engagement approval before becoming available for withdrawal. The hold protects against chargebacks, strike reversals, and late fraud detection.
• Stripe Connect: Withdrawals are processed through Stripe Connect. You must complete Stripe Connect onboarding and comply with Stripe's terms to receive payouts.
• Minimum withdrawal: $10.00.
• Withdrawal frequency: Limited to one (1) withdrawal per 24-hour period.
• Taxes: You are solely responsible for reporting and paying all taxes on your earnings. Nexertise does not withhold taxes and, during the pilot, does not issue IRS Form 1099 or equivalent tax forms. You should consult a tax professional regarding your obligations.
• International Consultants: You are responsible for complying with tax, currency, and banking regulations in your country of residence.

4.5 Reputation Score and Tiers

• Your Reputation Score (RS) is calculated from peer-validated NexFeed activity over a rolling 6-month window.
• RS determines your tier (T1–T5), your per-engagement pay rate, and your daily NexAd limit.
• RS bonuses granted for follower growth may be revoked if followers are later determined to be fake or removed.
• We may recalculate RS retroactively at any time to correct errors, fraud, or gaming.

4.6 Referral Program

Consultants may share a referral code or link. When a referred Consultant completes ten (10) approved non-activation NexAd engagements, the referring Consultant receives a $10 referral bonus credited to their wallet. Referral bonuses are subject to the same payout hold, withdrawal minimum, and fraud review as other earnings. We may modify or terminate the referral program at any time with notice.

5. Advertiser Terms

5.1 Campaign Requirements

• Campaign content must be accurate, truthful, and not misleading.
• All campaigns require Nexertise admin approval before going live. Approval is at our sole discretion.
• Minimum campaign budget: $75.
• Each campaign must include at least three (3) comprehension quiz questions.
• Content must support at least a 30-second engagement time.
• One-time campaigns automatically expire 30 days after creation. Monthly subscription campaigns are governed by Section 7.
• You warrant that you own or have rights to all campaign content (text, images, logos, trademarks, video) and that the content does not infringe any third-party rights.

5.2 Escrow, Platform Fee, and Payment

• Campaign budgets are charged at the time of submission (for one-time campaigns) or at admin approval (for monthly subscriptions, month 1) and held by Nexertise as escrow until engagements occur.
• The platform fee (30%) is retained on each verified engagement.
• Unspent budget from an expired or cancelled one-time campaign is refunded to your Nexertise balance within 7 days.
• Balance refunds to the original payment card can be requested by emailing finance@nexertise.com within 30 days of the refund to balance. Chargebacks follow Stripe's dispute process.

5.3 Completed Engagements Non-Refundable

Once a NexAd engagement has been completed by a Consultant and approved by our review process, the associated per-engagement payment is non-refundable except in cases of verified fraud on the Consultant's side (in which case we reverse the engagement and the charge).

5.4 Tier Fallback (Optional)

If you opt in to Tier Fallback, lower-tier verified Consultants may fill remaining slots in your campaign when insufficient target-tier Consultants are available. Consultants are paid at their own tier rate. The difference between the target-tier rate and the actual fill rate is refunded to your balance when the campaign ends. Unverified users are never eligible for fallback.

5.5 Industry Fallback

If your campaign targets a specific industry and insufficient matching Consultants are available, we may distribute your campaign to Consultants in related industries to fulfill your target reach. Engagements filled via industry fallback are non-refundable. You may disable industry fallback during campaign setup if you require strict industry matching.

5.6 Content Moderation and Rejection

We may reject, modify, remove, or pause any campaign at our sole discretion for any reason, including violations of Section 8, community guidelines, or applicable law. If a campaign is rejected before approval, your budget is returned to your Nexertise balance.

5.7 Advertiser Representations and Warranties

You represent and warrant that:

• You have the authority to enter into these Terms on behalf of your business.
• All campaign content is accurate, complies with the FTC Act, CAN-SPAM, truth-in-advertising laws, and any industry-specific regulations applicable to your product.
• Your campaign does not promote illegal activity, hate speech, discrimination, adult content, gambling (unless permitted in the target jurisdiction), or other prohibited content listed in Section 8.
• You will comply with all applicable data-privacy laws (including GDPR and CCPA) and will not request personal information from Consultants beyond what is necessary for the campaign.

6. Strike System and Account Standing

6.1 Strikes

We may issue strikes against a Consultant or Advertiser account for conduct that violates these Terms or harms Platform integrity, including:

• Low-quality or plagiarized NexFeed posts.
• Spam or self-promotional behavior outside permitted contexts.
• Proof-of-Attention violations, automated engagement, or AI impersonation.
• Fraudulent identity, payment, or payout activity.
• Harassment or abuse of other users.
• Any other violation of these Terms.

6.2 Strike Consequences

6.3 Appeals

You may appeal a strike within 14 days of issuance by following the in-app appeal process. Appeal outcomes are: upheld, reduced, or overturned. Frivolous or repeated appeals may result in loss of appeal privileges.

7. Monthly Subscription Campaigns

Advertisers may run NexAd Campaigns as recurring monthly subscriptions. The following terms apply to all monthly subscription campaigns (in addition to Sections 5 and 13). This section reflects our current Monthly Subscription Terms (version monthly-v3).

1. Best-efforts delivery. Slots represent capacity, not a delivery guarantee. Nexertise does not guarantee any specific number of Consultants will engage in a given month.
2. Rollover. Unused slots roll over indefinitely while your subscription is active. There is no cap on rolled-over slots. You may pause auto-renewal or skip a single renewal to avoid accumulating more slots.
3. Cancel at period end. You may cancel at any time with "Cancel at period end." The campaign runs through the end of the current billing period and then closes. No further charges fire. Banked unused slots remaining at period end are forfeited.
4. End now. You may end a campaign immediately with "End now." The Stripe subscription is cancelled, the campaign is closed, and any unspent month-1 slots are refunded to your Nexertise balance at the tier rate. Slots from later renewals (card-paid) are not refunded, as those charges have already been settled.
5. Payment failures. Stripe's standard 3-attempt retry schedule (~2 weeks) applies. Final failure cancels the subscription and pauses your campaign.
6. Price changes. You will receive at least 30 days' notice before any price change. You may cancel before the new price takes effect.
7. Card save at checkout. When you finish Stripe Checkout during campaign creation, we save your card with Stripe. No charge fires at that time and no Stripe subscription exists yet.
8. Subscription starts at admin approval. Your monthly Stripe subscription is created only when a Nexertise admin approves your campaign. If approval does not occur (rejected, withdrawn, or abandoned), no subscription is created and your card is never charged. Wizard setups abandoned for 24 hours are automatically cleaned up.
9. Month 1 billing. Month 1 is charged from your Nexertise balance at admin approval, the same as a one-time campaign. Your card is not charged for month 1.
10. Month 2+ billing (card). The first card charge fires ~30 days after admin approval and recurs monthly until you cancel. Charges stop immediately when: (a) you cancel at period end, (b) you end now, (c) the campaign is closed, or (d) payment fails all retry attempts.
11. Content edits. You may edit campaign content at any time. Edits require admin re-approval; Consultants see the most recently approved content until edits clear review.
12. Plan changes. Upgrades take effect immediately with a prorated charge. Downgrades take effect at the next renewal. Multi-tier bundles are preserved through plan changes.

8. Prohibited Conduct

You agree not to:

• Create multiple accounts, use fake identities, or impersonate others.
• Use bots, scrapers, automation, large language models, or other tools to simulate human engagement or bypass Proof-of-Attention.
• Attempt to game, reverse-engineer, or circumvent comprehension verification, strike enforcement, or RS calculation.
• Share account credentials or transfer your account.
• Submit false, misleading, or deceptive campaign content or profile information.
• Harass, threaten, defame, or abuse other users.
• Promote illegal activity, hate speech, discrimination, unlawful adult content, unlicensed gambling, weapons, illegal drugs, or other content prohibited by applicable law.
• Violate any applicable law, regulation, or third-party right (including intellectual property rights).
• Access or attempt to access non-public Platform areas, other users' accounts, or the Platform's underlying infrastructure except through authorized APIs and interfaces.
• Introduce malware, denial-of-service traffic, or other harmful code or activity.

9. Intellectual Property

The Platform, including its code, design, logos, and content created by Nexertise, is owned by Nexertise or its licensors and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform in accordance with these Terms.

Campaign content remains the property of the respective Advertiser. NexFeed content remains the property of the Consultant who posted it; by posting, you grant Nexertise a worldwide, royalty-free, non-exclusive license to host, display, distribute, and moderate that content within the Platform.

10. DMCA and Copyright Complaints

We respect intellectual property rights and respond to valid DMCA takedown notices. If you believe your copyrighted work has been used on the Platform without authorization, send a written notice to legal@nexertise.com including:

• Identification of the copyrighted work claimed to have been infringed.
• Identification and location of the allegedly infringing material on the Platform.
• Your contact information (name, address, phone, email).
• A statement that you have a good-faith belief that the use is not authorized.
• A statement, under penalty of perjury, that the information is accurate and that you are the copyright owner or authorized to act on the owner's behalf.
• Your physical or electronic signature.

We will investigate and remove infringing material promptly. Repeat infringers' accounts will be terminated. To submit a counter-notice, follow the same email process with the elements required under 17 U.S.C. § 512(g).

11. Privacy

Your use of the Platform is subject to our Privacy Policy, which describes how we collect, use, and protect your information.

12. Termination

12.1 Termination by You

You may stop using the Platform and delete your account at any time from your account settings.

12.2 Termination by Us

We may suspend or terminate your account at any time, with or without notice, if we reasonably believe you have violated these Terms, pose a risk to other users or to the Platform, or for any other reason permitted by law.

12.3 Account Deletion and Balance Forfeiture

12.4 Survival

Sections 8, 9, 11, 13, 14, 15, 16, 17, and any other provision that by its nature should survive, will survive termination of these Terms.

13. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR WILL MEET ANY PARTICULAR PERFORMANCE OR DELIVERY TARGET.

NEXERTISE IS NOT A PARTY TO, AND DOES NOT GUARANTEE THE OUTCOME OF, ANY COMMERCIAL RELATIONSHIP BETWEEN ADVERTISERS AND CONSULTANTS OUTSIDE THE PLATFORM.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXERTISE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOST DATA, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM.

Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, the above limitations apply to the maximum extent permitted by law.

15. Indemnification

You agree to indemnify, defend, and hold harmless Nexertise and its successors and assigns from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from or related to (a) your use of the Platform, (b) your violation of these Terms or any applicable law, (c) your campaign content or NexFeed content, (d) any intellectual property or privacy claim relating to content you submitted, or (e) your breach of any representation or warranty.

16. Dispute Resolution, Arbitration, and Class Action Waiver

16.1 Informal Resolution

Before filing a formal claim, you agree to try to resolve the dispute informally by emailing legal@nexertise.com with a description of the dispute and your contact information. We will attempt to resolve the dispute within 30 days.

16.2 Binding Arbitration

Any dispute, claim, or controversy arising from or relating to these Terms or the Platform that is not resolved informally will be resolved by binding individual arbitrationadministered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules or Commercial Arbitration Rules (as applicable). The arbitration will be conducted by a single arbitrator in English, primarily by phone, video conference, or written submissions, unless both parties agree otherwise. The arbitrator's decision is final and binding and may be entered as a judgment in any court of competent jurisdiction.

16.3 Class Action Waiver

You and Nexertise each agree that disputes will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action. The arbitrator may not consolidate claims of multiple persons or preside over any form of representative or class proceeding.

16.4 Exceptions

Either party may (a) bring an individual action in small-claims court for qualifying disputes, and (b) seek injunctive or equitable relief in court to protect intellectual property rights or Platform security.

16.5 30-Day Opt-Out

You may opt out of the arbitration and class waiver in Section 16 by sending written notice to legal@nexertise.com within 30 days of first accepting these Terms. Your notice must include your name, account email, and a clear statement that you opt out of arbitration. Opting out does not affect the rest of the Terms.

17. Governing Law and Venue

These Terms are governed by the laws of the State of New Jersey, USA, without regard to conflict-of-law principles. For any dispute not subject to arbitration, you and Nexertise consent to the exclusive jurisdiction of the state and federal courts located in New Jersey.

18. Changes to These Terms

We may modify these Terms from time to time. For material changes, we will notify you by email or a prominent notice on the Platform at least seven (7) days before the change takes effect. Your continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

19. Miscellaneous

• Entire Agreement: These Terms, together with the Privacy Policy and any additional terms you accept in-product (such as the Monthly Subscription Terms), constitute the entire agreement between you and Nexertise regarding the Platform.
• Severability: If any provision is held unenforceable, the remaining provisions will remain in full force.
• No Waiver: Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment: You may not assign these Terms without our written consent. We may assign these Terms to a successor entity (for example, upon incorporation of Nexertise as a business entity) or in connection with a merger, acquisition, or sale of assets.
• No Agency: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Consultants are independent individuals, not employees of Nexertise.
• Force Majeure: Neither party is liable for failures caused by events beyond its reasonable control.

20. Contact

A physical mailing address for legal notices will be added when a registered business address is available; until then, email notice is sufficient.