USER AGREEMENT

Revised: Aug 1, 2024

This Authorized User Agreement (“Agreement”) is a binding agreement between Next Street Financial LLC (“NXST”) and the person or legal entity (“User”) accessing NXST’s proprietary cloud-based small business service marketplace (“Platform”).

By using the Platform or clicking “Create Account”, User:
A. Acknowledges reading and understanding this Agreement.
B. Accepts and agrees to be legally bound by this Agreement.
C. Represents and warrants that it is either:

  1. A small business; or
  2. A professional services provider (corporation or legal entity) with the authority to enter into this Agreement.

NXST provides access to the Platform and related services (“Offering”) solely on the terms set forth herein.

NXST does not grant rights to the Offering if User:

  • Does not agree to the terms.
  • Is not of legal age to contract.
  • Lacks authority to enter into the Agreement.
  • Is prohibited from using the Offering by law.

1. ACCESS AND USE

  • NXST grants User a revocable, non-exclusive, non-transferable, non-sublicensable limited right to access and use the Platform during the Term, solely for internal business operations.
  • Rights are exercisable only by Authorized Users (officers, employees, contractors, agents, representatives).
  • No other rights or licenses are granted.

2. USE RESTRICTIONS

2.1 General Restrictions

User and Authorized Users must not:

  1. Use the Offering unlawfully or infringe rights.
  2. Use beyond the scope granted in Section 1.
  3. Reverse engineer, decompile, or decode the Platform.
  4. Remove or alter proprietary notices.
  5. Rent, lease, sell, sublicense, assign, or distribute the Offering.
  6. Modify, copy, disclose, or create derivative works.
  7. Upload or submit personal info of third parties without consent.

2.2 Suspension

NXST may suspend access (Service Suspension) if:

  • Threat/attack on Offering.
  • Disruption or security risk.
  • Fraudulent/illegal activities.
  • User ceases business, insolvency, or bankruptcy.
  • User breaches terms.
  • Provision of Offering is prohibited by law.
  • Third-party service access is suspended.

NXST will notify at least 5 business days in advance and resume access as soon as possible. NXST bears no liability for damages due to suspension.

2.3 Third-Party Products

  • Offering may include third-party products/services (Third-Party Products).
  • NXST is not responsible for these products.
  • Subject to their own terms.
  • NXST may receive referral fees but does not bias suggestions.
  • User assumes all risk using Third-Party Products.

3. DEVELOPMENT AND DATA

3.1 Feedback

  • User may provide feedback on the Offering.
  • NXST owns all IP rights to feedback.
  • User assigns such rights and agrees to execute documentation.

3.2 User Data

  • User provides data (User Data) for use of the Offering.
  • User warrants ownership or licensing of User Data.
  • Grants NXST a perpetual, irrevocable, royalty-free license to use, copy, modify, and create derivatives of User Data, subject to NXST Privacy Policy.

4. OWNERSHIP OF NXST SCALE

4.1 In General

  • NXST owns the Offering, Feedback, and IP rights.
  • User acquires no ownership rights.

4.2 Improvements and Data

  • NXST owns improvements to the Offering and all data generated.

4.3 Aggregated Statistics

  • NXST may collect anonymized statistics (Aggregated Statistics) and use/disclose them.

4.4 Reservation of Rights

  • All rights not expressly granted remain with NXST.

5. RESPONSIBILITY FOR USE OF THE PLATFORM

  1. Account Use — User is responsible for actions of itself and Authorized Users.
  2. Performance Issues — NXST not liable for issues caused by User, User’s equipment, third parties, force majeure, emergency or scheduled downtime.
  3. Passwords — User responsible for safeguarding and notifying NXST of unauthorized access.
  4. Third-Party Links — NXST not responsible for linked sites or their content.

6. CONFIDENTIALITY

6.1 Confidential Information

Includes Offering, related info, and Feedback.

6.2 Protection

Receiver must:

  • Restrict access to Representatives under confidentiality obligations.
  • Use reasonable care to safeguard information.
  • Use Confidential Info only as permitted by Agreement.

6.3 Exceptions

Not applicable if info is:

  • Publicly available.
  • Lawfully obtained from another source.
  • Independently developed.
  • Required by law.

6.4 Return/Destruction

Upon termination, Receiver must return/destroy Confidential Info unless retention required by law.

7. TERM / TERMINATION

  1. Term — Begins upon acceptance, continues until termination.
  2. Termination by Either Party — Either party may terminate with 30 days written notice.
  3. Termination for Cause — NXST may terminate if User breaches (uncurable or uncured within 5 days). Either party may terminate for insolvency/bankruptcy.
  4. Effect — User must cease using Offering and destroy Confidential Info. Sections 2.3, 3, 4, 5.4, 6, 8, 9, 10.1, 12 survive.

8. LIMITED WARRANTY / DISCLAIMERS / LIMITATION OF LIABILITY

8.1 Mutual Warranties

Each party warrants compliance with laws and that provided materials do not infringe rights.

8.2 User Warranties

User warrants:

  • It is a small business with authority.
  • Agreement is understood.
  • Users are over 18.
  • User Data is accurate, owned/licensed, and lawfully usable.
  • Consent obtained for any personal info.

8.3 NXST Warranties

  • Offering will be provided professionally under NY standards.

8.4 Disclaimer

Offering is “as is” without warranties. NXST disclaims implied warranties and financial advice.

8.5 Exclusion of Damages

NXST not liable for:

  • Loss of business, profits, data, goodwill, or reputation.
  • Delays, outages, corruption, or replacement costs.
  • Consequential, incidental, indirect, special, or punitive damages.

8.6 Cap on Liability

NXST’s total liability capped at $100 USD.

9. INDEMNIFICATION

9.1 NXST Indemnification

NXST will indemnify User against third-party claims of IP infringement caused by NXST.

9.2 User Indemnification

User will indemnify NXST against claims arising from:

  • Breach of Agreement.
  • Negligence.
  • Use of Offering.
  • NXST’s authorized use of User Data.
  • Infringement caused by User’s use in combination with unauthorized software.

10. DATA COLLECTION

  1. NXST may collect/store usage data, subject to its Privacy Policy.
  2. Privacy Policy: nycfundsfinder.nextstreet.com/privacy-policy
  3. NXST will notify User within 72 hours of confirmed security breach involving Personal Information.

11. COMPLIANCE

User and Authorized Users must comply with all laws, regulations, and Platform guidelines. NXST will notify Users of material changes.

12. GENERAL PROVISIONS

  1. Waiver — Failure to enforce rights does not waive future enforcement.
  2. No Third-Party Beneficiaries — Agreement benefits only parties and successors.
  3. Governing Law — New York law; disputes resolved in NY courts.
  4. Entire Agreement — Supersedes all prior agreements.
  5. Headings — For reference only.
  6. Assignment — User may not assign without consent; NXST may assign freely.
  7. Export — User must comply with U.S. export laws.
  8. Advertising — NXST may use User’s name/logo for marketing.
  9. No Construction Against Drafter — Agreement not construed against drafter.
  10. Electronic Acceptance — Clicking “CREATE ACCOUNT” binds User.
  11. Notices — Must be sent to support@nextstreet.com or NXST office.