USER AGREEMENT

Revised: Jul 26, 2023

This Authorized User Agreement (this “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 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 does not agree to the terms, is not of legal age, lacks authority, or is prohibited by law.

1. ACCESS AND USE

NXST grants User a revocable, non-exclusive, non-transferable, limited right to access and use the Platform during the Term of this Agreement for internal business operations.

2. USE RESTRICTIONS

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

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

  2. Suspension. NXST may suspend access if:

    • There is a security threat, illegal use, bankruptcy, breach, or legal prohibition.
    • A third-party suspends NXST’s access.

  3. Third-Party Products. User acknowledges third-party products are separate and subject to their own terms.

3. DEVELOPMENT AND DATA

  1. Feedback. User assigns to NXST all IP rights in feedback.
  2. User Data. User grants NXST a perpetual license to use User Data, subject to NXST’s Privacy Policy.

4. OWNERSHIP OF NXST SCALE

  1. In General. NXST owns all rights in the Offering.
  2. Improvements and Data. NXST owns all improvements and data.
  3. Aggregated Statistics. NXST may collect anonymized data for use.
  4. Reservation of Rights. All rights not expressly granted are reserved.

5. RESPONSIBILITY FOR USE OF THE PLATFORM

  1. User is responsible for all actions of Authorized Users.
  2. NXST is not responsible for outages, third-party issues, or force majeure.
  3. User is responsible for safeguarding passwords and access credentials.
  4. The Platform may contain third-party links; NXST is not responsible.

6. CONFIDENTIALITY

  1. Confidential Information. Discloser may share confidential information.
  2. Protection. Receiver must protect information with at least reasonable care and limit disclosures.
  3. Exceptions. Confidentiality obligations do not apply to public, lawful, independently developed, or legally required disclosures.
  4. Return or Destruction. Confidential information must be returned or destroyed upon termination.
  5. Survival. Confidentiality obligations survive termination.

7. TERM / TERMINATION

  1. Agreement starts upon acceptance and continues until User terminates their account.
  2. Either party may terminate with 30 days’ notice.
  3. NXST may terminate immediately for material breaches or insolvency.
  4. Upon termination, User must cease use and destroy confidential information.

8. LIMITED WARRANTY / DISCLAIMERS / LIMITATION OF LIABILITY

  1. Mutual Warranties. Compliance with laws, no IP infringement.
  2. User Warranties. User affirms business status, authority, accuracy of data, consent for personal info.
  3. NXST Warranties. Services provided professionally under NY law.
  4. Disclaimer. Offering is provided “AS IS” without warranties.
  5. Exclusion of Damages. NXST not liable for lost profits, data, goodwill, or indirect damages.
  6. Cap on Liability. NXST’s liability is capped at $100 USD.

9. INDEMNIFICATION

  1. NXST Indemnification. NXST defends User against IP infringement and data security breaches.
  2. User Indemnification. User indemnifies NXST for breaches, negligence, unauthorized use, or third-party claims.

10. DATA COLLECTION

  1. NXST may collect usage and system information for improving the Offering, compliance, and enforcement.
  2. Privacy policy available at: nycfundsfinder.nextstreet.com/privacy-policy

11. COMPLIANCE

User must comply with all laws, rules, and posted terms.

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 without NXST’s consent.
  7. Export. 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. Binding upon clicking “CREATE ACCOUNT.”
  11. Notices. Must be emailed to customersupport@nextstreet.com or mailed to NXST’s office.