This Authorized User Agreement (this “Agreement”) is a binding agreement between Next Street Financial LLC a New York for-profit corporation with its principal place of business at 99 Wall Street, #1210, New York, NY 10005 (“NXST”) and the person or legal entity (“User”) accessing NXST’s proprietary cloud based small business service marketplace (“Platform”) for the purpose of supporting or providing services to users of the Platform.
BY USING THE PLATFORM OR CLICKING THE “CREATE ACCOUNT” BUTTON, USER: (A) ACKNOWLEDGES READING AND UNDERSTANDING THIS AGREEMENT; (B) ACCEPTING AND AGREEING TO BE LEGALLY BOUND BY THIS AGREEMENT; AND (C) REPRESENTS AND WARRANTS THAT IT IS EITHER (I) the administrator of the User’s ORGANIZATIONAL Platform account (“USER ADMIN”); AND/OR (II) A PROFESSIONAL SERVICES PROVIDER providing services to users of the Platform (“COACH”); EACH HAVING THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT. NXST PROVIDES ACCESS TO THE “PLATFORM” AND ASSOCIATED SERVICE OFFERINGS (THE “SERVICES”) (THE SERVICES AND PLATFORM ARE COLLECTIVELY REFERRED TO AS “THE OFFERING”) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT USER ACCEPTS AND COMPLIES WITH THEM. TO AVOID DOUBT, “User Admin” and “Coach” are each an “User”, and an “User Admin” IS also a “Coach” IF they provide services to Platform users.
NXST WILL NOT AND DOES NOT GRANT ANY RIGHTS TO THE OFFERING AND USER MUST NOT CLICK THE “CREATE ACCOUNT” BUTTON TO ACCESS OR USE THE OFFERING IF USER: A) DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT; B) IS NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH NXST; C) DOES NOT HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT; OR D) IS PROHIBITED FROM ACCESSING OR USING THE OFFERING BY APPLICABLE LAW.
Subject to and conditioned on User’s strict compliance with the terms and conditions contained in this Agreement, NXST grants User a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Platform during the Term of this Agreement in the form in which it is made available by NXST solely for User to provide professional services to Platform users in accordance with the terms and conditions set forth in this Agreement and any additional terms of use that may be made available by NXST from time to time. The right to access and use the Offering as described in this Section 1 is exercisable solely by and through User Admin and/or Coaches that User Admin or NXST invites to the Platform. No rights or licenses are granted to User except as expressly set forth in this Agreement.
User will ensure that neither it nor others granted access to the Platform directly or indirectly through them will:
Notwithstanding anything to the contrary in this Agreement, NXST may temporarily suspend User’s access to any portion or all of the Platform if: (i) NXST reasonably determines that (A) there is a threat or attack on any of the Offering; (B) any User’s use of the Offering disrupts or poses a security risk to the Offering or to any other NXST user or vendor; (C) Any User uses the Offering for fraudulent or illegal activities; (D) subject to applicable law, any User ceases to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) any User fails to comply with the terms of this Agreement or any other agreement with NXST; or (F) NXST’s provision of the Offering to any User is prohibited by applicable law; or (ii) a third-party has suspended or terminated NXST’s access to or use of its services or products required to enable Users to access the Offering; (a “Service Suspension”). NXST will provide electronic notice at least five (5) business days in advance of any planned Service Suspension to User and to provide updates regarding resumption of access to the Platform following any Service Suspension as well as resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. NXST will have no liability for any damage, liabilities, losses (including any loss of profits or reputational damage), or any other consequences that any User may incur as a result of a Service Suspension.
The Offering permits access to a variety of information (including but not limited to Personally Identifiable Information (“PII”)) and other materials that pertain to end users of the Offering (collectively, “Platform User Information”). User agrees to use Platform User Information disclosed by NXST or otherwise made available via the Offering in accordance with the terms of this Agreement and NXST’s Privacy Policy available at nycfundsfinder.nextstreet.com/privacy-policy (as the same may be modified from time to time in accordance with its terms, the “Privacy Policy”). If User does not agree to abide by the terms of this Agreement and the Privacy Policy, then User must not interact with Platform users or use or process any Platform User Information for any purpose whatsoever. Notwithstanding the foregoing, User may collect, use, or otherwise process Platform User Information and materials User independently obtains directly from Platform users with such users’ informed consent. User warrants and represents to NXST that it will not collect, use, or otherwise process Platform User Information unless it has, before or at the time of direct disclosure of Platform User Information by the Platform user, published, maintained, and disclosed to the Platform user a privacy policy that complies with applicable data privacy laws and discloses how User will use the Platform user’s Personal Information. User agrees that NXST and User will be considered independent separate controllers of any Platform User Information User obtains directly from Platform users, such that each party is solely responsible for the processing of that Platform User Information. To avoid doubt, User will not be considered to be acting under the instructions or direction of NXST with respect to the processing of Platform User Information disclosed by a Platform user to User. NXST and User further agree that NXST will not be entitled to receive from User any Platform User Information Platform Users disclose directly to User other than that which is necessary to confirm User’s performance of its obligations pursuant to this Agreement. Under no circumstances will NXST be permitted to sell or share Platform User Information that it has received from User related to this Agreement (“User-Disclosed Information”). NXST is (i) prohibited from retaining, using, or disclosing, User-Disclosed Information: (1) for any purpose, including any commercial purpose, other than for the specific purposes of performing the Services; (2) outside of the direct business relationship between NXST and User; and (ii) combining, amending, or supplementing User-Disclosed Information with Platform User Information received from another source. With respect to User-Disclosed Information, NXST will be considered a “service provider” and/or “processor” as those terms are defined under applicable data protection laws (including, for example, the California Consumer Privacy Act, the Virginia Consumer Data Protection Act, and similar state privacy laws) and will comply with all of the restrictions placed upon them under applicable data protection laws.
During the course of the development and improvement of the Offering, User may use and test the Offering and, if requested, provide feedback to NXST regarding the Offering (the “Feedback”). Feedback includes User testing and providing information about their general experience with respect to the Offering and its content, including the availability of, and interaction with, Platform users. User hereby assigns all of its right, title and interest in and to any intellectual property in any Feedback provided to NXST. NXST is free to use such Feedback irrespective of any other obligation or limitation between NXST and User governing such Feedback. User will execute, and cause its Coaches to execute, documentation to evidence or perfect NXST’s rights, title and interest in the Feedback as may be requested by NXST from time to time.
User may provide to NXST (whether or not through the Offering) information, data, materials and documents to enable User’s use of the Offering (the “User Data”). User represents and warrants that it owns or licenses and is responsible for the User Data, and that NXST’s possession or use of the User Data will not infringe any third-party intellectual property, privacy, or statutory rights, breach any term of this Agreement, or violate applicable law. Subject to the Privacy Policy, User hereby grants NXST a perpetual, irrevocable, worldwide, royalty-free, and sublicensable license to use, access, copy, download, reproduce, modify, disseminate, process, and otherwise use and display User Data and to create derivative works based on User Data, in each case and as necessary in connection with the development, improvement, provision of, support of, and commercialization and exploitation of, the Offering, including, but not limited to, for general commercial purposes. User acknowledges and expressly agrees that, by accessing and/or using the Offering, User acknowledges and agrees that NXST may collect data regarding User’s interactions with the Platform, including through the use of one or more third-party analytics tools and/or service providers, which NXST may update or replace from time to time in its sole discretion. Such data collection may include, without limitation, session recordings, heatmapping, click-path analysis, and other behavioral and performance analytics, all of which data shall constitute User Data hereunder and may be used by NXST in accordance with the license granted in this Section 3.2, including, without limitation, for product improvement, User experience optimization, Platform performance analysis, AI model training and improvement under Section 13.5, and any other purposes permitted under this Agreement and the Privacy Policy. NXST may share such analytics data with third-party service providers acting on NXST’s behalf solely to the extent necessary to operate the analytics tools described herein. User represents and warrants that it has the right and authority to grant NXST the rights to User Data as set forth in this Section 3.2.
User acknowledges and agrees that NXST owns the Offering, any and all Feedback and all intellectual property rights therein. User will not take any actions inconsistent with NXST’s right, title, and interest in and to the Offering or the intellectual property rights therein. User does not acquire any right, title, or interest in or to the Offering, including any ownership interest in any element, segment or component of the Offering, other than the rights expressly set forth in this Agreement. User assigns to NXST any and all of User’s right, title and interest in all intellectual property relating to the Offering and its functionality that User may have, and will execute, and cause its users to execute, documentation to evidence NXST’s interest as a consequence of the assignment described in the preceding sentence.
Without in any way limiting Section 4.1, User acknowledges and agrees that NXST is the sole owner of all right, title and interest (i) in and to all improvements to the Offering, including without limitation, any improvements made as a result of Feedback, and (ii) all data generated by the Offering, and the use thereof.
Notwithstanding anything to the contrary in this Agreement, NXST may monitor Users’ use of the Platform and collect and compile data and information related to Users’ use of the Platform to be used by NXST in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform (“Aggregated Statistics”). As between NXST and User, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by NXST. User acknowledges that NXST may compile Aggregated Statistics based on User Data input into, or created by use of, the Offering. User agrees that NXST may (i) make Aggregated Statistics available to third parties in compliance with applicable law (including but not limited to making the Aggregated Statistics publicly available); and (ii) use Aggregated Statistics in any manner necessary or desirable for NXST to perform its obligations or exercise its rights as outlined herein, and permitted under applicable law.
NXST reserves all rights not expressly granted to User in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to User or any third party, any intellectual property rights or other right in order to the Platform or Aggregated Statistics.
With respect to the Platform, User is responsible and liable for all actions (and failures to take required actions) of itself and any other third party to whom User directly or indirectly provides access. Any act or omission by a third party given access that would constitute a breach of this Agreement if taken by User will be deemed a breach of this Agreement by User. User will use reasonable efforts to make all third parties given access to the Platform aware of the requirements and obligations of this Agreement as applicable to each use of the Offering, and will ensure third parties comply with such provisions.
NXST is not responsible for delays, losses, outages, errors or other performance problems Users may experience: (i) that are caused by or result from any acts or omissions of Users; (ii) that are caused by or result from any defects with User equipment or facilities; (iii) caused by the actions or inactions of third parties that impair or disrupt Users’ access to the internet; (iv) during an event of force majeure; (v) during emergency maintenance for which Company has provided User with prior notice of and is required to perform emergency corrective actions, or (vi) during scheduled downtime.
User is responsible for all use of the Platform and the Offering resulting from the authorized or unauthorized use of User password and access credentials. User is responsible for keeping its passwords and access credentials associated with the Offering confidential and will not sell or transfer them to any other person or entity. User will promptly notify NXST about any unauthorized access to User’s passwords or access credentials.
The Platform contains links to other websites that are not owned or operated by NXST. NXST has not reviewed the sites linked to the Platform and is not responsible for the contents of any such linked site. The inclusion of any link does not imply NXST’s endorsement or approval of the linked site. Use of any such linked site is at User’s own risk and NXST strongly advises User to make their own investigations with respect to the safety and suitability of those sites and their governing terms and policies. NXST has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party sites.
If User is a User Admin, they agree to:
If User is a Coach, User agrees to:
Each party agrees that in order to further the performance of this Agreement, a party to this Agreement (the “Discloser”) may, from time to time, disclose to the other party (the “Receiver”) certain confidential or proprietary information about its products, services, policies, procedures, practices, business methods, business data, plans, strategies, system(s), configuration(s), source/object code of systems or applications, whether written or oral, in electronic or other form of media, that is designated as confidential or proprietary or that may reasonably be considered confidential or proprietary at the time of disclosure (“Confidential Information”). Without limiting the foregoing, the Offering, all information related to the Offering, and the Feedback constitutes NXST’s Confidential Information.
The Receiver will protect and safeguard the confidentiality of Discloser’s Confidential Information with at least the same degree of care it utilizes with respect to its own similar confidential information, but in no event less than reasonable and customary care for such information. More specifically, Receiver will:
The obligations of confidentiality stated herein will not apply to any information that, at the time of disclosure: (i) is or becomes available to the public, other than as a result of, directly or indirectly, an impermissible disclosure by the Receiver or any of its Representatives, (ii) was or becomes available lawfully to the Receiver from a source other than the Discloser, which to the Receiver’s knowledge, is or was not subject to a confidentiality obligation, (iii) was developed independently by the Receiver prior to disclosure by the Discloser, as demonstrated by the Receiver’s records, or, (iv) is required to be disclosed by law, regulation, court or regulatory agency action. To avoid doubt, NXST may disclose User Data to NXST officers, employees, investors, legal and accounting professionals, contractors, and agents as necessary or desirable to provide, maintain, or commercialize the Offering or Platform.
Except with respect to User Data, upon the expiration or earlier termination of this Agreement, or upon Discloser’s request, Receiver will return or destroy, Discloser’s Confidential Information and all items derived from such Confidential Information which are in the possession of the Receiver or its Representatives, including all copies thereof which may have been made by or on behalf of Receiver or its Representatives, except for such copies as may be required to be retained by applicable law. Any copies of Confidential Information that are retained due to a requirement under applicable law remains subject to the confidentiality obligations provided herein for as long as such information is needed to be retained. In the event that Receiver is directed to destroy such materials, it will certify in writing to Discloser that it has done so.
User acknowledges and agrees that nothing in this Section 6 in any way expands the scope of the access or use as described in Section 1.
This Agreement commences on the date of User’s acceptance of this Agreement, INDICATED BY CHECKING THE BOX THAT CONFIRMS YOUR ACCEPTANCE, and continues in force and effect until User terminates their account (“Term”).
Either party may terminate this Agreement at any time for any or no reason by providing at least thirty (30) days advance written notice to the other party prior to the expiration of the then-current Term.
In addition to any other express termination rights set forth in this Agreement:
Upon termination, User will immediately cease use of the Offering and Platform User Information, and delete or destroy Confidential Information in accordance with Section 6.
Each party warrants and represents to the other party that:
User warrants and represents to NXST that:
NXST warrants and represents to User that, during the Term, it will provide the Offering in a professional and workmanlike manner using the level of care and skill generally recognized by technology industry standards as determined by New York State laws.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY (AND DISCLAIMS ALL) EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.3, THE PLATFORM AND THE RESULTS OF ITS USE IS PROVIDED “AS IS” ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. NXST DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WHETHER ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, SECURITY, INFORMATIONAL CONTENT, ACCURACY, NON-INTERFERENCE, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR THAT THE PLATFORM OR ANY RESULTS THEREOF WILL MEET USER’S OR ANY OTHER BUSINESS’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR IS ERROR-FREE OR FREE FROM DEFECTS, VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, USER ACKNOWLEDGES AND AGREES THAT NXST IS NOT LIABLE FOR ANY DAMAGES RESULTING FROM ANY USE OF THE PLATFORM OR ANY RESULTS THEREOF FOR ANY PURPOSE. THE PLATFORM PROVIDES ACCESS TO A MARKETPLACE OF INFORMATION AND THIRD-PARTY PRODUCTS, BUT DOES NOT PROVIDE AND IS NOT A SUBSTITUTE FOR QUALIFIED FINANCIAL ADVICE. NXST DOES NOT WARRANT THAT THE INFORMATION ON THE PLATFORM, INCLUDING BUT NOT LIMITED TO PLATFORM USER DATA AND INFORMATION RELATING TO THIRD-PARTY PRODUCTS, IS ACCURATE OR COMPLETE. USER IS RESPONSIBLE FOR INDEPENDENTLY DETERMINING THE APPROPRIATENESS OF ANY ENGAGEMENT WITH PLATFORM USERS. USER USES THE PLATFORM AND ANY INFORMATION OR MATERIALS MADE AVAILABLE ON OR THROUGH THE PLATFORM AT ITS OWN RISK, AND USER IS RESPONSIBLE FOR ALL OUTCOMES ARISING FROM OR IN CONNECTION WITH THE USE OF THE PLATFORM.
IN NO EVENT WILL NXST BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, PROFITS OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE PLATFORM; (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA; (D) COST OF REPLACEMENT SERVICES; (E) LOSS OF GOODWILL OR REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER OR NOT USER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF NXST ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED ONE-HUNDRED DOLLARS ($100.00 USD). THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
User will indemnify, defend, and hold NXST, its affiliates and their respective officers, employees, and agents (“NXST Indemnitees”) harmless from and against all losses, damages, claims, demands, liabilities, deficiencies, suits, actions, judgments, interest, awards, penalties, fines, costs, expenses of any kind (including reasonable attorneys’ fees and costs), and settlements of any of the foregoing, whether based in contract or tort (including strict liability) asserted by a third party or otherwise incurred by any NXST Indemnitee, to the extent arising out of or related to: (A) User’s failure to abide by the terms of this Agreement, including, but not limited to, breach of any User representation or warranty set forth in this Agreement; (B) any negligent act or omission by User arising directly or indirectly under this Agreement; (C) User’s use of the Platform or any information accessed or used through the Platform; (D) NXST’s authorized use, disclosure, or processing of User Data; (E) the User Content (including but not limited to its use by NXST or Platform users); or (F) any third party claim of infringement caused by User’s access to or use of the Platform in combination with software not supplied or approved by NXST if such claim would not have occurred in the absence of the foregoing. This Section survives the expiration or earlier termination of the Agreement.
This Section survives the expiration or earlier termination of the Agreement.
User acknowledges that NXST may, directly or indirectly through the services of third parties, collect and store information regarding use of the Offering and about equipment on which the Offering is accessed and used, subject to the Privacy Policy. User agrees that NXST may use such information for any purpose related to any use of the Offering by User or on User’s equipment, including but not limited to (A) improving the performance of the Platform or developing updates thereto, (B) verifying User’s compliance with the terms of this Agreement, and (C) enforcing NXST’s rights, in and to the Offering.
NXST’s privacy notice for the Offering is available at nycfundsfinder.nextstreet.com/privacy-policy.
In connection with its use of the Offering, User and Coaches must comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements (collectively, the “Terms”) that may be posted on the Platform from time to time. To the extent that NXST issues and posts Terms that materially impact Users’ obligations or liabilities under this agreement, NXST will exert reasonable efforts to notify Users of such postings.
The failure of either party to this Agreement to enforce any rights granted under this Agreement or to take action against the other party to this Agreement in the event of breach does not constitute a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing in this Agreement, express or implied, is intended to or confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby must be instituted in the federal courts of the United States of America or the courts of the State of New York in each case serving New York, New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding.
Except as otherwise expressly provided in any separate written agreement signed by NXST and User, this Agreement, together with all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between NXST and User with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. NXST may update this Agreement from time to time. Updated versions of the Agreement will be effective upon written notification by NXST or by becoming available at demo.nextstreet.com User must review the Agreement from time to time and notify NXST if User is not able to access or otherwise review the Agreement at the relevant URL or link. No other changes to the Agreement are valid and binding unless agreed to and accepted by the parties in writing. In the event that any portion or provision of this Agreement should be declared void or unenforceable, such declaration will not affect the remaining provisions of this Agreement, all of which will remain fully effective and enforceable. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any separate written agreement signed by both NXST and User, the terms of such separate written agreement will govern and control with respect to the conflicting or inconsistent terms, but only to the extent of such conflict or inconsistency.
The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
User may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without NXST’s prior written consent, which consent NXST may give or withhold in its sole discretion. No delegation or other transfer will relieve User of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. NXST expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.
The Platform utilizes software and technology that may be subject to US export control laws, including the US Export Control Reform Act and its associated regulations. User will not, directly or indirectly, export, re-export, or release the Platform or related documentation to, or make the Platform or related documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. User will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform or related documentation available outside the US.
NXST may reproduce and use the names, logos, service marks and trademarks of User in advertising, marketing material, press release, or otherwise (including but not limited to on the Platform) without the express written permission of such other.
The parties represent that they have read and understand the terms and conditions of this Agreement and acknowledge and agree that any construction of this Agreement will not be made against the drafter of the Agreement.
User agrees that this Agreement is accepted and legally binding by clicking or pressing the “CREATE ACCOUNT” button appearing on or in connection with this Agreement for the purposes of validity, enforceability, and admissibility.
Any notices must be either emailed to NXST at support@nextstreet.com or sent to the address in the first paragraph of this Agreement, Attn: Piero Pertile and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by NXST. Notwithstanding the foregoing, User hereby consents to receiving electronic communications from NXST. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Offering. User agrees that any notices, agreements, disclosures, or other communications that NXST sends to User electronically will satisfy any legal communication requirements, including that such communications be in writing.
User acknowledges and agrees that the Platform incorporates artificial intelligence (“AI”), machine learning, natural language processing, and other automated technologies (collectively, “AI Technologies”) as integral components of the Offering. AI Technologies may be deployed across all aspects of the Platform, including without limitation the “Hub” and “Accelerator” modules, and may be updated, modified, or expanded by NXST from time to time in its sole discretion.
Without limiting the generality of Section 13.1, AI Technologies are or may be used on the Platform to provide, among other things: (i) search functionality that surfaces relevant content, resources, and information based on User queries, phrases, or keywords; (ii) personalization of content, resources, and recommendations based on User onboarding data, preferences, and Platform usage patterns; (iii) conversational AI assistance to help users understand and respond to questions, assessments, and other Platform features; (iv) interpretation of diagnostic assessment responses, including the generation of narrative overviews, scoring analyses, and identification of strengths and weaknesses; (v) model training and continuous improvement of diagnostic frameworks, resources, algorithms, and the Offering generally; and (vi) such other uses as NXST may develop or implement from time to time in connection with the Offering.
ALL OUTPUTS, RESULTS, RECOMMENDATIONS, ANALYSES, NARRATIVES, SCORES, AND OTHER CONTENT GENERATED BY AI TECHNOLOGIES ON THE PLATFORM (“AI OUTPUTS”) ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. NXST DOES NOT REPRESENT OR WARRANT THAT AI OUTPUTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. AI OUTPUTS ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL, FINANCIAL, LEGAL, OR OTHER EXPERT ADVICE. USER ACKNOWLEDGES THAT AI OUTPUTS MAY CONTAIN ERRORS, OMISSIONS, OR INACCURACIES AND AGREES NOT TO RELY ON AI OUTPUTS AS A SUBSTITUTE FOR INDEPENDENT PROFESSIONAL JUDGMENT. USER IS SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING THE SUITABILITY AND ACCURACY OF ANY AI OUTPUTS BEFORE ACTING UPON THEM.
By accessing or using the Platform, User acknowledges, understands, and consents to the use of AI Technologies as described in this Section 13 and as may be further implemented by NXST from time to time. User agrees that its continued use of the Platform following any update or modification to AI Technologies constitutes User’s ongoing consent to such updated AI Technologies.
User acknowledges and agrees that NXST may use User Data, Platform usage data, User interactions with AI Technologies, and other data generated through or in connection with the Platform (collectively, “Training Data”) to train, develop, improve, and refine AI models, machine learning algorithms, diagnostic frameworks, resources, and the Offering generally. Such use of Training Data may include, without limitation, the creation of aggregated, anonymized, or de-identified datasets for model training and validation purposes. The foregoing rights are in addition to, and do not limit, NXST’s rights with respect to User Data under Section 3.2 or Aggregated Statistics under Section 4.3 of this Agreement.
NXST reserves the right to modify, update, suspend, or discontinue any AI Technologies or AI-enabled features of the Platform at any time, with or without notice, in its sole discretion. NXST will have no liability for any modification, suspension, or discontinuation of AI Technologies. User acknowledges that AI Technologies are subject to continuous development and that the performance, capabilities, and availability of AI-enabled features may change over time.
Revised June 30, 2026