USER AGREEMENT

Revised: Jul 26, 2023

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 75 Broad Street, Suite 702, New York, New York 10004 (“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 THE “CREATE ACCOUNT” BUTTON, USER:
(A) Acknowledges reading and understanding this Agreement;
(B) Accepts and agrees to be legally bound by this Agreement; and
(C) Represents and warrants that it is either (i) a Small Business; or (ii) a Professional Services Provider.

NXST WILL NOT and DOES NOT grant any rights if User:
A) Does not agree to the terms,
B) Is not of legal age,
C) Does not have authority, or
D) Is prohibited by law.

1. ACCESS AND USE

Subject to User’s compliance, NXST grants a revocable, non-exclusive, non-transferable right to access and use the Platform for internal business operations. Rights apply only to Authorized Users (User’s officers, employees, contractors, agents, and representatives). No other licenses are granted.

2. USE RESTRICTIONS

  1. User will not, and will ensure Authorized Users do not:

    1. Use the Offering in violation of law or IP rights.
    2. Use beyond the scope granted in Section 1.
    3. Reverse engineer, disassemble, or attempt to derive source code.
    4. Remove or alter IP notices.
    5. Rent, lease, lend, sublicense, assign, distribute, or transfer the Offering.
    6. Modify, copy, disclose, or make derivative works.
    7. Upload or provide personal data of third parties without consent.

  2. Suspension. NXST may suspend access if:

    • There is a threat or attack,
    • User disrupts or risks the Offering,
    • Fraudulent/illegal activity,
    • Bankruptcy or insolvency,
    • Breach of this Agreement,
    • NXST is legally prohibited, or
    • A third party suspends NXST’s access.

    NXST will provide 5 business days’ electronic notice before a planned suspension. NXST is not liable for damages resulting from suspension.

  3. Third-Party Products. The Offering may provide access to third-party products, services, or content (“Third-Party Products”), which are governed by their own terms. NXST is not responsible for Third-Party Products.

3. DEVELOPMENT AND DATA

  1. Feedback. User assigns all IP rights in feedback provided to NXST.
  2. User Data. User warrants ownership of data and grants NXST a perpetual, worldwide, royalty-free license to use and create derivative works, subject to the Privacy Policy.

4. OWNERSHIP OF NXST SCALE

  1. In General. NXST owns the Offering and all IP rights. User assigns to NXST any IP rights related to the Offering.
  2. Improvements and Data. NXST owns improvements and data generated by the Offering.
  3. Aggregated Statistics. NXST may compile anonymized statistics from User Data. NXST owns these statistics and may disclose them.
  4. Reservation of Rights. All rights not expressly granted are reserved.

5. RESPONSIBILITY FOR USE OF THE PLATFORM

  1. Account Use. User is liable for actions of Authorized Users and third parties with access.
  2. NXST is not responsible for delays, outages, or force majeure.
  3. Passwords. User is responsible for safeguarding access credentials.
  4. Third-Party Links. The Platform may contain links; NXST is not responsible for third-party sites.

6. CONFIDENTIALITY

  1. Confidential Information. Parties may disclose confidential information. The Offering, related information, and Feedback are NXST’s Confidential Information.
  2. Protection. Receiver must:
    1. Restrict disclosure to Representatives with a need to know and confidentiality obligations.
    2. Use reasonable care and security measures.
    3. Not use Confidential Information beyond this Agreement.
  3. Exceptions. Confidentiality does not apply to:
    • Public information,
    • Lawfully obtained from third parties,
    • Independently developed,
    • Legally required disclosures.
  4. Return or Destruction. On termination, Confidential Information must be returned or destroyed, except as legally required.
  5. Survival. Confidentiality obligations survive termination.

7. TERM / TERMINATION

  1. Term. Begins upon acceptance and continues until User terminates account.
  2. Termination by Either Party. Either party may terminate with 30 days’ written notice.
  3. Termination for Cause.
    1. NXST may terminate if User materially breaches and does not cure within 5 days.
    2. Either party may terminate immediately if the other becomes insolvent, bankrupt, or subject to similar proceedings.
  4. Effect of Termination. User must cease use and destroy Confidential Information.

8. LIMITED WARRANTY / DISCLAIMERS / LIMITATION OF LIABILITY

  1. Mutual Warranties. Parties will comply with law and not infringe third-party rights.
  2. User Warranties. User affirms:
    • It is a small business with authority to enter this Agreement.
    • Has read and understands the Agreement.
    • Authorized Users are 18+.
    • Accuracy and legality of User Data.
    • Ownership or proper licenses for User Data.
    • NXST’s use of data does not violate rights.
    • Proper consents for personal data.
  3. NXST Warranties. NXST will provide the Offering professionally under NY law.
  4. Disclaimer. Except for express warranties, the Offering is “AS IS” without implied warranties.
  5. Exclusion of Damages. NXST is not liable for loss of business, profits, data, goodwill, or indirect damages.
  6. Cap on Liability. NXST’s aggregate liability is limited to $100 USD.

9. INDEMNIFICATION

  1. NXST Indemnification. NXST will indemnify User against IP infringement and data security incidents.
  2. User Indemnification. User indemnifies NXST for breaches, negligence, misuse, or third-party claims related to the Platform.

10. DATA COLLECTION

  1. NXST may collect usage and system information for performance, compliance, and enforcement, subject to the Privacy Policy.
  2. NXST’s privacy notice is available at mihubformanufacturers.nextstreet.com/privacy-policy.

11. COMPLIANCE

User and Authorized Users must comply with this Agreement, laws, and posted terms. 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. Governed by New York law; jurisdiction in New York courts.
  4. Entire Agreement. Supersedes all prior agreements.
  5. Headings. For reference only.
  6. Assignment. User may not assign rights without NXST’s consent. NXST may assign freely.
  7. Export. User must comply with US export laws.
  8. Advertising. NXST may use User’s names/logos in marketing.
  9. No Construction Against Drafter. Agreement not construed against drafter.
  10. Electronic Acceptance. Clicking “CREATE ACCOUNT” is binding.
  11. Notices. Notices may be emailed to customersupport@nextstreet.com or mailed to NXST’s office (Attn: Piero Pertile). User consents to electronic communications.