Terms of Service

Last updated: June 25, 2026 · Effective date: June 25, 2026

These Terms of Service (the “Terms”) are a binding legal agreement between NextChair (“NextChair,” “we,” “us,” or “our”) and the practice, clinic, professional corporation, sole practitioner, or other organization that registers for or uses the Service (“Customer,” “you,” or “your”). They govern your access to and use of the NextChair websites, applications, and related services (collectively, the “Service”).

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING TO ACCEPT, BY CREATING AN ACCOUNT, OR BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A PRACTICE OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY, AND “YOU” REFERS TO THAT ENTITY. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE. THESE TERMS CONTAIN A LIMITATION OF LIABILITY (SECTION 13), DISCLAIMERS OF WARRANTY (SECTION 12), AN INDEMNIFICATION OBLIGATION (SECTION 14), AND A BINDING ARBITRATION AGREEMENT AND CLASS-ACTION WAIVER (SECTION 18) THAT AFFECT YOUR LEGAL RIGHTS.

1. Definitions

“Account” means the registered account through which you access the Service. “Authorized Users” means your owners, employees, and contractors whom you permit to use the Service under your Account. “Customer Data” means all data, information, and content that you or your Authorized Users, or your patients via your intake links, submit to or generate through the Service. “PHI” means Protected Health Information as defined under HIPAA, and includes “personal health information” under PHIPA where applicable. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended. “PHIPA” means Ontario's Personal Health Information Protection Act, 2004, as amended. “BAA” means the Business Associate Agreement referenced in Section 5.

2. Eligibility and accounts

The Service is intended solely for licensed mental-health and healthcare professionals and the organizations that employ or contract with them, for business and professional use. It is not intended for consumers or for personal, family, or household purposes. You represent and warrant that you and your Authorized Users are at least the age of majority in your jurisdiction, hold all licenses and registrations required to practice, and are not barred from receiving the Service under any applicable law. You are responsible for (a) maintaining the confidentiality of your credentials, (b) all activity that occurs under your Account, whether or not authorized by you, and (c) ensuring that each Authorized User complies with these Terms. You will notify us promptly at security@nextchair.co of any suspected or actual unauthorized access. We are not liable for any loss or damage arising from your failure to safeguard your credentials.

3. The Service; eligibility of the tool, not the clinician

NextChair provides waitlist management, patient intake, appointment-opening notifications, and referral-routing tools for therapy and healthcare practices. The Service is administrative software only. NextChair is not a healthcare provider, is not engaged in the practice of medicine, psychology, counseling, social work, or any regulated profession, and does not provide medical, clinical, diagnostic, legal, tax, or professional advice. NextChair does not establish a provider-patient relationship and is not a party to the relationship between you and your patients. All clinical decisions, intake decisions, referral decisions, and patient communications are made by you in the exercise of your independent professional judgment, and you are solely responsible for them.

4. Your responsibilities and acceptable use

You are solely responsible for the accuracy and lawfulness of your profile, your Customer Data, and your use of the Service with patients. You agree that you will:

• obtain and maintain all patient consents, authorizations, and notices required in your jurisdiction before collecting, transmitting, or routing any patient information through the Service;
• use the Service only for lawful purposes and in compliance with all applicable laws, regulations, professional and ethical obligations, and payer requirements;
• not upload, store, or transmit any patient data that you lack a lawful basis to process, and not use referral routing to disclose information without a lawful basis and any required authorization;
• not use the Service to send unlawful, harassing, deceptive, or unsolicited communications, or in violation of the Telephone Consumer Protection Act, CAN-SPAM, Canada's Anti-Spam Legislation, or similar laws;
• maintain appropriate access controls for your Authorized Users and promptly deprovision access when it is no longer needed;
• not (and not permit any third party to) copy, modify, translate, reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Service; circumvent or disable any security or access-control feature; access or attempt to access another practice's data; probe, scan, or test the vulnerability of the Service without our prior written consent; introduce malware or harmful code; scrape, crawl, or harvest data; resell, sublicense, or provide the Service to third parties as a service bureau; or use the Service to build a competing product; and
• be responsible for all acts and omissions of your Authorized Users and patients as if they were your own.

We may investigate suspected violations and may suspend or terminate access for conduct we reasonably believe violates these Terms or applicable law, or that creates risk or possible legal exposure for us, you, or any third party.

5. Protected health information and the BAA

To the extent you use the Service to create, receive, maintain, or transmit PHI, NextChair acts as your Business Associate under HIPAA and, where applicable, as your agent / information manager under PHIPA. You must review and accept our Business Associate Agreement before submitting any real PHI to the Service. The BAA is incorporated into these Terms by reference and governs the parties' respective obligations with respect to PHI; in the event of a conflict between the BAA and these Terms with respect to PHI, the BAA controls. You are the “covered entity” (or, under PHIPA, the “health information custodian”) and remain responsible for your own compliance obligations, including providing any required notices of privacy practices and obtaining any required patient authorizations.

6. Communication limits

Only patients in Waitlist or Existing status may receive open-slot alerts or other outbound communications through the Service. Once a patient is marked Referred or Declined, the platform permanently excludes that patient from all alerts and communications. This control is enforced by the system and may not be circumvented. You remain responsible for honoring any opt-out, revocation of consent, or do-not-contact request a patient makes, regardless of platform status.

7. Fees, billing, and taxes

NextChair is billed at a flat $10 per practice per month, and is free in any month in which the practice has five (5) or fewer billable patients. Billable patients are those in Waitlist or Existing status. Billing is based on the peak number of billable patients reached during the billing cycle, so if the practice exceeds five billable patients at any point in a cycle the flat monthly fee applies for that cycle, and reducing the patient count later in the cycle does not remove a charge already incurred. Patients stop counting once they are marked Referred or Declined. Fees are exclusive of taxes, and you are responsible for all applicable sales, use, VAT, GST/HST, and similar taxes (other than taxes on our net income). Fees are charged through our third-party payment processor; only billing counts — never PHI — are shared with it. Unless required by law, all fees are non-refundable and are not subject to credit or set-off. You authorize us and our payment processor to charge your payment method on a recurring basis. If a charge fails, we may suspend the Service until payment is resolved. We may change our fees or introduce new charges on at least thirty (30) days' notice to account owners, effective at the start of your next billing cycle.

8. Free trials, promotions, and beta features

We may offer free trials, promotional pricing, or comped accounts at our discretion and may modify or discontinue them at any time. Features identified as beta, preview, or experimental are provided “as is,” may be changed or withdrawn at any time, and are excluded from any service commitments.

9. Intellectual property; feedback

As between the parties, NextChair and its licensors own and retain all right, title, and interest in and to the Service, including all software, designs, text, graphics, trademarks, and all intellectual property rights therein. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term solely for your internal business purposes and subject to these Terms. You retain all right, title, and interest in your Customer Data, and you grant us a worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to provide, secure, and improve the Service and as permitted by the BAA. If you provide suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

10. Third-party services

The Service may interoperate with third-party services (such as payment processing and email delivery). Your use of those services may be subject to separate terms, and we are not responsible for third-party services or for any act or omission of a third-party provider. We do not endorse and are not liable for any third-party content or websites linked from the Service.

11. Confidentiality

Each party may receive non-public information of the other. The receiving party will use the disclosing party's confidential information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisors with a need to know who are bound by confidentiality obligations. This Section does not apply to PHI, which is governed exclusively by the BAA.

12. Disclaimers of warranty

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXTCHAIR AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF HARMFUL COMPONENTS. THE SERVICE IS ADMINISTRATIVE SOFTWARE AND IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT; YOU ARE SOLELY RESPONSIBLE FOR ALL CLINICAL AND PRACTICE DECISIONS. THIS SECTION DOES NOT LIMIT NEXTCHAIR'S OBLIGATIONS UNDER THE BAA OR ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEXTCHAIR OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT NEXTCHAIR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXTCHAIR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO NEXTCHAIR FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU; NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW OR EITHER PARTY'S OBLIGATIONS UNDER THE BAA.

14. Indemnification

You will defend, indemnify, and hold harmless NextChair and its officers, directors, employees, and agents from and against any and all third-party claims, demands, suits, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your or your Authorized Users' use of the Service; (b) your Customer Data or your collection, use, or disclosure of it; (c) your violation of these Terms, the BAA, or any applicable law, including health-privacy, consumer-protection, and anti-spam laws; (d) your violation of any patient's rights or of any obligation you owe to a patient; or (e) any dispute between you and a patient or a third party. We will provide you with notice of the claim, reasonable cooperation, and control of the defense, provided that any settlement that imposes liability or admission on us requires our prior written consent.

15. Suspension and termination

You may terminate these Terms at any time by closing your Account and ceasing use of the Service. We may suspend or terminate the Service or your Account, in whole or in part, (a) for your material breach that remains uncured ten (10) days after notice; (b) immediately if required by law, if your use poses a security risk or may harm us or others, or for non-payment; or (c) for convenience on thirty (30) days' notice. Upon termination, your license to the Service ends and you must cease all use. On termination, and subject to the BAA and applicable legal-retention requirements, we will, at your written direction made within thirty (30) days, make Customer Data available for export or delete it; after that period we may delete Customer Data in the ordinary course. Sections that by their nature should survive termination (including Sections 1, 7, 9, 11–14, 16–19) survive.

16. Changes to the Service and to these Terms

We may modify, enhance, or discontinue features of the Service at any time. We may revise these Terms from time to time; if a change is material, we will provide notice to account owners (for example, by email or in-product notice) before it takes effect. Changes are effective on the stated effective date. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree to a change, your remedy is to stop using the Service and close your Account.

17. Governing law

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws rules, except that the Federal Arbitration Act governs Section 18. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Mandatory consumer- or health-privacy protections of your own jurisdiction that cannot be waived by contract continue to apply to you.

18. Dispute resolution; arbitration; class-action waiver

Please read this Section carefully — it affects how disputes are resolved. The parties will first attempt in good faith to resolve any dispute informally by written notice. If the dispute is not resolved within sixty (60) days, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by binding arbitration administered by JAMS under its applicable rules, before a single arbitrator, seated in Delaware (or conducted remotely), and judgment on the award may be entered in any court of competent jurisdiction. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, AND DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS.Either party may bring an individual claim in small-claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information. If the class-action waiver is found unenforceable as to a particular claim, that claim may proceed in court, but the rest of this Section survives.

19. General

These Terms, together with the BAA, the Privacy Policy, and any order or plan you accept, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements on that subject. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. There are no third-party beneficiaries. Notices to you may be given by email to your account owner or by in-product notice; notices to us must be sent to legal@nextchair.co. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

20. Contact

General: support@nextchair.co · Legal notices: legal@nextchair.co · Security: security@nextchair.co

Privacy Policy · Business Associate Agreement