USER AGREEMENT

Revised: Jul 31, 2024

This Authorized User Agreement (“Agreement”) is a binding agreement between Next Street Financial LLC (“NXST”), 75 Broad Street, Suite 702, New York, NY 10004, 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,” the User:
(A) Acknowledges reading and understanding this Agreement;
(B) Accepts and agrees to be legally bound; and
(C) Represents and warrants that it is either:

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

NXST provides access to the Platform and associated Services (collectively, “Offering”) only if the User accepts and complies with this Agreement.

NXST WILL NOT grant rights to the Offering if User:

  • Does not agree to this Agreement,
  • Is under legal age,
  • Lacks authority, or
  • Is prohibited 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 for internal business operations.
  • Rights apply only to Authorized Users (officers, employees, contractors, agents, representatives).
  • No other rights or licenses are granted.

2. USE RESTRICTIONS

2.1 Prohibited Actions

User and Authorized Users will not:

  1. Use the Offering in violation of law, IP rights, or third-party rights.
  2. Use beyond scope of Section 1.
  3. Reverse engineer, decompile, or attempt to access source code.
  4. Remove or alter copyright, trademarks, or proprietary notices.
  5. Rent, lease, sublicense, sell, or transfer the Offering to third parties.
  6. Modify, copy, or create derivative works of the Platform.
  7. Upload or provide personal information of third parties without their consent.

2.2 Suspension

NXST may suspend access if:

  • Threats or attacks occur.
  • Usage disrupts or risks security.
  • User engages in fraud/illegal activities.
  • User ceases normal business, faces insolvency, or bankruptcy.
  • Breaches this or other NXST agreements.
  • Law prohibits access.
  • Third-party service termination affects NXST.

NXST will give 5 business days’ notice for planned suspension. NXST is not liable for damages due to suspension.

2.3 Third-Party Products

  • Platform provides access to Third-Party Products.
  • NXST is not responsible for them; they are governed by their own terms.
  • NXST may receive referral fees but selections are based solely on User info.
  • User interacts at their own risk.

3. DEVELOPMENT AND DATA

3.1 Feedback

  • User assigns all rights in feedback to NXST.
  • NXST may freely use Feedback for improvements.

3.2 User Data

  • User warrants ownership or license to User Data.
  • Grants NXST a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and create derivative works of User Data for development and commercialization.
  • License is subject to NXST’s Privacy Policy.

4. OWNERSHIP OF NXST SCALE

  1. NXST owns all rights to the Offering, Feedback, and related IP.
  2. NXST solely owns improvements and data generated.
  3. NXST may collect Aggregated Statistics for operational/analytical purposes.
  4. NXST reserves all rights not expressly granted.

5. RESPONSIBILITY FOR USE OF THE PLATFORM

  1. Account Use — User responsible for all actions of Authorized Users and third parties given access.
  2. Performance Issues — NXST not liable for delays due to User actions, third-party issues, force majeure, maintenance, or downtime.
  3. Passwords — User responsible for password security and must notify NXST of unauthorized access.
  4. Third-Party Links — NXST not responsible for third-party sites.

6. CONFIDENTIALITY

  1. Confidential Information — Includes Offering, related info, and Feedback.
  2. Protection — Receiver must:
    • Limit access only to Representatives who need to know.
    • Safeguard with industry-standard practices.
    • Use only for Agreement purposes.
  3. Exceptions — Does not apply to info that is public, lawfully obtained, independently developed, or legally required to disclose.
  4. Return/Destruction — On termination, Confidential Information must be destroyed or returned (except User Data or where law requires retention).
  5. Survival — Confidentiality obligations survive termination.

7. TERM / TERMINATION

  1. Term — Begins on acceptance and continues until User terminates account.
  2. Termination by Either Party — With 30 days’ written notice.
  3. Termination for Cause — NXST may terminate immediately for uncured breach or insolvency.
  4. Effect — Upon termination, access ends, and Confidential Information must be destroyed. Certain sections survive.

8. LIMITED WARRANTY / DISCLAIMERS / LIABILITY

  1. Mutual Warranties — Compliance with law, no third-party IP infringement.
  2. User Warranties — User is authorized, accurate in providing data, owns User Data, has obtained necessary consents, etc.
  3. NXST Warranty — Platform provided professionally under NY law standards.
  4. Disclaimer — Offering is provided “AS IS” without warranty of merchantability, fitness, or accuracy. Not financial advice.
  5. Exclusion of Damages — NXST not liable for loss of business, profits, goodwill, data, or indirect damages.
  6. Cap on Liability