Effective Date: 01/01/2025

Website Terms of Use

1. General

These terms of use (the “Terms”) are intended to constitute a legally binding agreement between, on the one hand, you and the entity you represent (collectively, “you”) and, on the other hand, n3xt inc and its affiliates (collectively, “N3XT” or “we”) concerning your use of and access to the website, available at https://www.n3xt.io, and all other applications and platforms operated by us (collectively, together with the information, content and other materials on the website, applications and platforms, the “Platforms”). 

By accessing or using the Platforms, effective as of the date you first access or use the Platforms, you are agreeing to be legally bound by these Terms. 

If you are unwilling or unable to be bound by these Terms, you must not access or use the Platforms. If you access or use the Platforms even if you are unwilling or unable to be bound, then your access or use will still constitute a legally binding acceptance by you of, and you will be bound by, these Terms. 

You represent that you are at least 18 years of age. If you are acting on behalf of an entity, you represent that you have the right and authority to bind that entity to these Terms. 

Our provision of the Platforms remains at all times subject to your compliance with these Terms and any other agreements we may have with you and subject to your acceptance of any applicable policies we may have in place, including our Privacy Policy, available at https://www.n3xt.io/legal. In addition, we may terminate or suspend your access to or use of the Platforms at any time without prior notice to you (including in connection with our maintenance or updating of the Platforms). 

We may amend these Terms in our sole discretion from time to time, with at least 30 days’ prior notice to you describing the changes, and if you continue to access or use the Platforms after we have provided such notice (including by posting such amended terms on the Platforms), you will be viewed as having accepted those amended Terms.

2. N3XT Account Terms of Service and Other Agreements

When and after you open an account for the N3XT Platform, as defined in the N3XT Account Terms of Service (the “N3XT Account Terms of Service”), operated by N3XT, your access to and use of the N3XT Platform will be governed by the N3XT Account Terms of Service between you and us, in addition to these Terms, as applicable. If there is any conflict between these Terms and such N3XT Account Terms of Service, the terms of the N3XT Account Terms of Service shall prevail.

Additionally, your access to or use of the Platforms may be subject to additional terms to which you and we agree outside these Terms. If there is any conflict between these Terms and such other terms, such other terms shall prevail.

3. Privacy Policy

Please note that our Privacy Policy, which is available at https://www.n3xt.io/legal, explains how we collect, use and disclose Personal Information (as defined in that policy) about you.

4. Access and UsePolicy

In connection with your access to or use of the Platforms and User Content (defined below) of other users, you agree to comply with these Terms and any other applicable agreements you may have agreed with us or any third parties, to access and use the Platforms solely for evaluating our products and services and, if you enter into any other agreements with us concerning our products and services (such as the N3XT Account Terms of Service), for using applicable products and services that we provide to you under such agreements, and in compliance with all applicable laws and regulations of all applicable jurisdictions (whether local, state and federal).

Without limiting the foregoing, in connection with such access or use, you agree not to, directly or indirectly, as applicable:

1. access or use the Platforms or User Content for any purpose other than as expressly permitted by us under these Terms or otherwise;
2. engage in any activity that would be, or that is in furtherance of any other activity that would be, illegal, deceptive, fraudulent, harmful or offensive (including in connection with your User Content);
3. infringe, misappropriate or otherwise violate any intellectual property or other proprietary rights and privacy rights and rights of publicity of N3XT or any other person or entity;
4. modify, reformat, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade or commercialize the Platforms or such User Content;
5. remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Platforms or on any materials printed or copied from the Platforms;
6. reverse engineer any portion of the Platforms (or any software or other technology underlying such Platforms), or seek to gain unauthorized access to any source code underlying the Platforms;
7. frame, embed or deep-link any portion of the Platforms or such User Content, unless any such portion expressly permits you to do so;
8. use any automated device, process or means (such as bots, robots and spiders) to access, retrieve, copy, store, scrape or index any portion of the Platforms or such User Content;
9. engage in any action that can interfere with, or otherwise adversely impact, the operation of the Platforms or other users’ access thereto and use thereof (including by sending an excessive number of requests to other users);
10. circumvent, interfere with, exceed or otherwise disrupt, as applicable, any use restrictions or security-related features we may implement;
11. transmit any computer viruses, malware or other items of a destructive or harmful nature;
12. manipulate or otherwise affect search results for the Platforms on search platforms (such as Google and Bing);
13. attempt to gain unauthorized access to the Platforms or any accounts on the Platforms belonging to other users; or
14. access or use any portion of the Platforms or User Content of other users to develop, maintain, operate, improve, train or otherwise exploit any artificial intelligence, machine learning, large language models or other similar models.

5. User Content

The Platforms may allow you to submit or transmit information and other materials to us or to other users of the Platforms (including feedback, bug reports, user-to-user messages or any other communications or comments) (collectively, “User Content”). Please note that the terms governing the information you provide to us to open an account for the N3XT Platform will be included in the N3XT Account Terms of Service.

By accessing or using the Platforms, you grant (a) N3XT a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, freely sublicensable (through multiple tiers) and transferable license to use and otherwise exploit your User Content for any purposes, including developing, maintaining, improving, training, providing and otherwise commercializing the Platforms and (b) other users of the Platforms (including those for whom you designated your User Content) the right to access your User Content in connection with their use of the Platforms. You irrevocably waive, and cause to be waived, against N3XT and its users any claims and assertions of moral rights or attribution with respect to User Content.

You represent and warrant that you currently do, and will continue to, own or have valid rights to submit or transmit your User Content and to grant us the foregoing license. You shall ensure that your User Content complies with all applicable provisions of these Terms, and you assume all risks that may arise in connection with your User Content, including any person’s or entity’s reliance on its quality, accuracy, suitability or reliability and any other third-party rights.

In your User Content, you may not indicate or imply in any manner that you are affiliated with N3XT, or that your User Content is endorsed, approved or sponsored by us. Once you submit or transmit your User Content to us or other users, you may not be able to withdraw or remove it. We may or may not post or otherwise make available (including to other users), or later remove, your User Content on the Platforms in our sole discretion.

6. Intellectual Property

As between you and N3XT, we solely own all right, title and interest in and to (a) the Platforms (including any and all intellectual property or other proprietary rights therein and thereto, but excluding your User Content) and (b) any and all improvements and modifications thereto and creative derivative works thereof, whether created or developed by or on behalf of you or us (all such rights, title and interests, collectively, “N3XT Intellectual Property”). To the extent you own or have, or are deemed to own or have, any rights in any of the foregoing (except as expressly provided in these Terms), you hereby irrevocably assign to n3xt inc all your right, title and interest in and to such Platforms, improvements, modifications and derivative works, as applicable. Additionally, you irrevocably waive against N3XT and its users any claims and assertions of moral rights or attribution with respect to your User Content.

Except as expressly set forth in these Terms, we do not license or otherwise grant any rights or immunity in or with respect to any N3XT Intellectual Property, whether expressly, by implication, estoppel, exhaustion or otherwise. All rights not expressly granted herein are hereby reserved.

7. Links to Third-Party Websites

Portions of the Platforms may reference or include (a) links to websites operated by a third party (i.e., websites that are not owned or operated by N3XT) or (b) content or materials owned by a third party. Access to and use of third-party websites is solely at your own risk, and you acknowledge and agree that access to and use of such third-party websites, and such third-party content and materials, may be subject to a third party’s agreements, terms or policies governing access thereto or use thereof.

8. Disclaimer

The Platforms are made available to you on an “as is”, “with all faults” and “as available” basis. To the full extent permitted by applicable law, N3XT makes no claims, promises, representations or warranties of any kind, and disclaims any liability, as to the Platforms, the quality, accuracy, completeness, suitability, availability, security or reliability thereof, or any User Content (including those of other users). The foregoing disclaimer shall apply to any and all liability, whether direct, indirect, consequential, incidental, special, punitive, or other losses or damages (including loss of profits, revenue or business), arising from or related to your access to or use of the Platforms or User Content (including the User Content of other users).

9. Indemnification

To the full extent permitted by applicable law, your sole and exclusive right and remedy if you are dissatisfied with, or have any other issues arising from your access to or use of, the Platforms will be your termination and discontinuation of access to and use of the Platforms.

You agree to indemnify, defend, and hold harmless N3XT, its parents, subsidiaries, affiliates, members, officers, directors, employees, agents, contractors and representatives (collectively, the “N3XT Entities”) from and against any and all claims, actions, demands, losses, damages, costs, liabilities and expenses (including attorneys’ fees and court costs) arising out of or relating to: (a) your access to or use of the Platforms or (b) your violation of these Terms. N3XT reserves the right in its sole discretion, and at your expense, to assume the exclusive defense and control of any third-party matter subject to the foregoing sentence, and you agree to cooperate with our defense of these claims in good faith. Without limiting the foregoing, you agree not to settle any such third-party matter without the prior written consent of N3XT.

10. Other Provisions

These Terms will be governed by the laws of the State of Wyoming, without regard to principles of conflict of laws that would require the application of the laws of another jurisdiction.

You agree that any and all disputes or claims that have arisen or may arise between you and N3XT related to or arising out of these Terms, including federal and state statutory claims, common law claims, and claims and disputes based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration. This agreement to arbitrate is intended to be broadly interpreted. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate.

All issues are for the arbitrator to decide. You and N3XT expressly intend that, to the extent legally permissible, issues of substantive arbitrability are to be decided by the arbitrator.

Any arbitration will be administered by the American Arbitration Association (referred to as the “AAA”). Any arbitration will be governed by the AAA’s Commercial Arbitration Rules, as modified by this agreement to arbitrate, and shall apply without exception.. The AAA’s rules are available at www.adr.org. In the event that the AAA is unavailable to administer the arbitration, another administrator will be selected by the parties.

You agree that each of N3XT and you may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and N3XT agree otherwise, the arbitrator(s) may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator(s) may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claims. Any relief awarded cannot affect other N3XT users.

Any action brought in a court in connection with these Terms or the Platforms shall be brought exclusively in the state or federal courts located in the State of Wyoming, and you hereby irrevocably consent to the jurisdiction of such courts.

If any provision of these Terms is held to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to keep these Terms otherwise in full force and effect.

Subject to any other written agreements executed by and between you and us (including, as applicable, the N3XT Account Terms of Service), these Terms contain the entire agreement between you and N3XT regarding your access to or use of the Platforms, and supersede any prior agreement or understanding between you and N3XT with respect thereto. 

The terms defined in the singular have a comparable meaning when used in the plural, and vice versa; and wherever the word “include,” “includes” or “including” is used, it shall be deemed to be followed by the words “without limitation.”

You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and N3XT as a result of these Terms or your access to or use of the Platforms.

Nothing contained in these Terms shall be construed to limit the rights or remedies available to N3XT with respect to the subject matter hereof.

Non-enforcement of, or delay in enforcement of, any provision of these Terms does not constitute waiver of such provision, and N3XT reserves the right to enforce such provision in its sole discretion. These Terms may not be waived, except pursuant to a written agreement executed by N3XT.

11. Contact Information

If you have any questions about these Terms, please contact us via our website at www.n3xt.io or via email at support@n3xt.io.

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