NextCompany AI — Terms of Service

These Terms of Service (this “Agreement”) constitute a legally binding contract between NextCompany Technologies Inc., a Delaware limited liability company (“NextCompany,” “we,” “us,” or “our”), and the customer identified when creating an account or executing an Order Form (“Customer,” “you,” or “your”). By clicking “I Accept,” creating an account, executing an Order Form, or accessing the Platform, you agree to be bound by this Agreement.

No Legal, Tax, Accounting, Investment, or Brokerage Advice; Not an Investment Bank. NextCompany is not a law firm, accounting firm, broker‑dealer, investment adviser, or investment bank, and does not provide professional advice or services. Any information, reports, estimates, templates, recommendations, or outputs (including AI‑generated content) delivered through the Platform are for informational and educational purposes only and are not a substitute for advice from qualified professionals. We do not arrange, solicit, negotiate, or effect transactions in securities and do not provide fairness opinions, valuations regulated as securities recommendations, or underwriting services. You are solely responsible for obtaining your own professional advice and for all decisions made based on your use of the Platform.


1. Definitions

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Aggregated Statistics” means data and information related to Customer’s use of the Platform that is used by NextCompany in an aggregated and de‑identified manner, including to compile statistical and performance information.

“AI Features” means features powered by machine learning and generative AI models provided by NextCompany or third parties.

“Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Platform under Customer’s account and for whom access has been purchased.

“Customer Data” means all data, content, files, and materials submitted to or processed by the Platform by or on behalf of Customer or its Authorized Users, but excluding Aggregated Statistics.

“Documentation” means any user guides, help materials, and other documentation for the Platform provided or made available by NextCompany.

“Order Form” means an ordering document (including a Sign‑Up Page) executed by the parties or completed online that references this Agreement and sets forth the Services, quantities, fees, and subscription terms.

“Platform” means NextCompany’s software‑as‑a‑service products and related websites (including https://www.nextcompany.ai), dashboards, data room, APIs, and mobile applications, as described in the applicable Order Form and Documentation.

“Sensitive Personal Information” means categories of personal data that are subject to heightened protection under law (e.g., financial account numbers, government identifiers, health information protected by HIPAA, precise geolocation, biometric templates, or children’s data under 13).

“Services” means access to and use of the Platform and any professional services expressly described in an Order Form.


2. Accounts; Eligibility

You must be at least 18 years old and capable of forming a binding contract. You agree to provide accurate account information and to keep it current. You are responsible for all activities occurring under your account and for maintaining the confidentiality of your credentials. Notify us promptly of any unauthorized use or security incident.


3. Access Grant; License; Restrictions

3.1 Access Grant. Subject to timely payment of all fees and compliance with this Agreement, NextCompany grants Customer a limited, revocable, non‑exclusive, non‑transferable, non‑sublicensable right during the subscription term to access and use the Platform solely for Customer’s internal business purposes by Authorized Users in accordance with the Documentation and Order Form.

3.2 Software & Apps. Any downloadable components are licensed, not sold. You may install and use such software solely with the Platform and may make a single backup copy including all proprietary notices.

3.3 Reservations. NextCompany and its licensors retain all right, title, and interest in and to the Platform and Documentation. No rights are granted by implication or estoppel.

3.4 Use Restrictions. You will not (and will not permit anyone to): (a) copy, modify, translate, or create derivative works of the Platform; (b) rent, lease, sell, sublicense, assign, or otherwise transfer access except as expressly permitted; (c) reverse engineer, disassemble, decompile, or attempt to discover source code; (d) remove proprietary notices; (e) use the Platform to store or process Sensitive Personal Information or data subject to HIPAA, unless expressly agreed in writing; (f) use the Platform in violation of law or third‑party rights; (g) use the Platform for general archival or backup services; or (h) perform or disclose benchmark or security tests without our written consent.

3.5 Beta Features. We may provide pre‑release or trial features. Beta Features are provided as is, may be discontinued, and are excluded from any service‑level or support commitments.

3.6 Subcontractors. We may use subcontractors (including cloud providers) to deliver the Services; we remain responsible for their performance.


4. Third‑Party Services

Certain features may enable interoperability with third‑party products (e.g., accounting systems, cloud storage, AI). Use of third‑party products is governed solely by the applicable third‑party terms. We do not control and are not responsible for third‑party products, and we may disable integrations if required by the provider or law.


5. Customer Responsibilities

5.1 Use by Authorized Users. You are responsible for your Authorized Users’ compliance with this Agreement.

5.2 Customer Data. You are solely responsible for the content, legality, accuracy, and integrity of Customer Data and for securing all rights and consents necessary for its processing. You will not upload Sensitive Personal Information without our prior written consent.

5.3 Security. We implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. You are responsible for properly configuring and using the Platform and for securing your devices, network, and credentials.

5.4 Prohibited Uses. You agree not to use the Platform to (a) violate law; (b) infringe, misappropriate, or violate privacy or publicity rights; (c) distribute malware, spam, or harmful code; (d) engage in scraping or unauthorized data harvesting; (e) attempt unauthorized access or testing; or (f) engage in any activity that could disrupt or harm the Platform or others’ use.


6. Data Rights; Aggregated Statistics; Privacy

6.1 Ownership. As between the parties, Customer owns Customer Data. By using the Platform, Customer grants NextCompany a non‑exclusive, worldwide, royalty‑free license to host, process, transmit, display, and otherwise use Customer Data solely to provide and support the Services and as otherwise permitted in this Agreement.

6.2 Aggregated Statistics. We may collect and use Aggregated Statistics to operate, analyze, and improve our products and services and for industry reporting, provided such data does not identify Customer or any individual.

6.3 Privacy & DPA. Our processing of personal data is described in our Privacy Policy (currently located at https://www.nextcompany.ai/company/privacy) and, where applicable, our Data Processing Agreement (currently located at https://www.nextcompany.ai/company/dpa), each incorporated by reference.

6.4 Data Portability & Deletion. During the subscription term, you may export Customer Data using the tools we make available. Upon termination, we will delete or return Customer Data from production systems within a commercially reasonable period, except we may retain copies as required by law, for backup, audit, and dispute‑resolution purposes, subject to our confidentiality obligations.


7. AI Features & Outputs

The AI Features are provided on an experimental basis, ‘as is’ and ‘as available.’ Notwithstanding anything to the contrary, NextCompany disclaims all warranties and representations and has no indemnity, support, or service-level obligations for the AI Features. Your use is voluntary and at your sole risk.

7.1 Operation. AI Features may send prompts and Customer Data to NextCompany or third‑party model providers to generate outputs. You grant us authority to process Customer Data for this purpose.

7.2 Use of Outputs. Subject to this Agreement, you may use AI outputs for your internal business purposes. AI outputs may be inaccurate, incomplete, or inappropriate for your use case and should be reviewed by qualified personnel. You are responsible for your reliance on any outputs.

7.3 Safety. You will not use AI Features to create discriminatory, illegal, or harmful content or to train models that compete with the Services.

7.4 Valuations: AI may be used in the valuations of your business, this is for informational purposes only and should not be relied upon as financial advice. AI is known to hallucinate and may not provide accurate information

7.5 Model Provider Terms Flow-Through:You acknowledge that certain AI Features rely on third-party model providers (“Model Providers”). Your use of AI Features must comply with such Model Providers’ acceptable-use policies and terms. Where required by such Model Providers, those terms are incorporated by reference.

7.6 Automated Decision-Making: AI Features are designed to assist your personnel, not replace human judgment. NextCompany does not use AI Features to make automated decisions that produce legal or similarly significant effects about you or your end users without human involvement.

8. Fees; Taxes; Trials; Changes; Suspension

8.1 Fees. You will pay the fees set forth in the applicable Order Form, without offset or deduction, in U.S. dollars, within thirty (30) days of invoice unless otherwise stated. Recurring subscriptions renew for successive terms as stated on the Order Form unless either party gives notice of non‑renewal at least thirty (30) days before the end of the then‑current term.

8.2 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, and similar taxes (other than taxes based on our net income).

8.3 Trials. If you access the Services on a free or trial basis, such access is provided as is and may be terminated at any time. Any specific evaluation terms presented to you are incorporated by reference.

8.4 Price & Feature Changes. We may modify fees or features effective upon the next renewal term by providing notice. If you do not agree to the changes, you may elect not to renew.

8.5 Late Payment; Suspension. Overdue amounts may accrue interest at 1.5% per month (or the maximum allowed by law). We may suspend or limit the Services for non‑payment or for a suspected breach, security risk, legal requirement, or to protect the Platform or others. We are not liable for any suspension made in accordance with this Agreement.

9. Confidentiality

Each party may access Confidential Information of the other. The receiving party will protect the disclosing party’s Confidential Information using at least the same degree of care it uses to protect its own, but no less than reasonable care, and will use it only for purposes of this Agreement. Confidentiality obligations do not apply to information that is public, already known, independently developed, or rightfully received from a third party. If required by law, a party may disclose Confidential Information after giving reasonable notice (if legally permitted). For trade secrets, obligations survive as long as such information remains a trade secret; otherwise for five (5) years after disclosure.

10. Intellectual Property; Feedback; Publicity

10.1 IP Ownership. NextCompany and its licensors own all intellectual property in the Platform and Documentation. Customer owns Customer Data.

10.2 Feedback. You grant us a perpetual, irrevocable, worldwide, royalty‑free license to use and exploit any suggestions or feedback you provide, without obligation.

10.3 Publicity. With your consent (email is sufficient), we may use your name and logo to identify you as a customer on our website and marketing materials.

11. Warranties; Disclaimers

11.1 Limited Warranty. We warrant that during a paid subscription term the Platform will materially conform to the Documentation. Your exclusive remedy for breach of this warranty is repair, replacement, or a pro‑rated refund of prepaid fees for the affected Service.

11.2 General Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE PLATFORM, SERVICES, DOCUMENTATION, AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE PLATFORM WILL BE ERROR‑FREE, SECURE, OR UNINTERRUPTED, OR THAT OUTPUTS WILL BE ACCURATE OR SUITABLE FOR ANY PARTICULAR PURPOSE.

12. Indemnification

12.1 By NextCompany (IP). We will defend and indemnify Customer against third‑party claims alleging that the Platform, when used in accordance with this Agreement, infringes U.S. intellectual property rights, and will pay resulting damages and reasonable attorneys’ fees finally awarded or agreed in settlement. We may (at our option): (a) modify the Platform to be non‑infringing; (b) procure a license; or (c) terminate the affected Service with a pro‑rated refund of prepaid fees. We have no obligation for claims arising from combinations with non‑NextCompany items, Customer Data, or use not in accordance with this Agreement.

12.2 By Customer. You will defend and indemnify NextCompany from third‑party claims arising from Customer Data, your use of the Services in violation of this Agreement or law, or any dispute between you and your customers or users.

12.3 Process. The indemnified party must promptly notify the indemnifying party, allow control of the defense, and provide reasonable assistance.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS PAID BY CUSTOMER TO NEXTCOMPANY FOR THE AFFECTED SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY OR (ii) ONE HUNDRED U.S. DOLLARS (US$100). These limits apply to all causes of action, in the aggregate.


14. Term; Termination; Effect; Survival

14.1 Term. This Agreement begins when you accept it and continues until all subscriptions have expired or been terminated.

14.2 Termination for Cause. Either party may terminate this Agreement or an affected Order Form for material breach not cured within thirty (30) days after written notice, or immediately if the other party becomes insolvent or subject to bankruptcy or similar proceedings.

14.3 Effect. Upon termination or expiration, your right to access the Services ceases, and you will promptly pay all amounts due. Section 6.4 governs post‑termination data handling.

14.4 Survival. Sections 1, 3.3–3.4, 5–13, 14.3–14.4, and 15–19 survive termination.

15. Dispute Resolution; Arbitration; Class Action Waiver (U.S.)

15.1 Informal Resolution. Before filing a claim, the parties will use good‑faith efforts to resolve disputes informally for sixty (60) days after written notice (email to legal@nextcompany.ai is sufficient).

15.2 Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The Federal Arbitration Act governs interpretation and enforcement. The seat and venue of arbitration will be Wilmington, Delaware (or by video conference at the arbitrator’s discretion). Either party may bring an individual claim in small claims court in Delaware or the county of Customer’s principal U.S. place of business.

15.3 Class Action Waiver. Claims must be brought on an individual basis. No class, collective, consolidated, or representative actions or arbitrations are permitted.

15.4 Injunctive Relief. Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its Confidential Information or IP pending arbitration.

16. Compliance; Export; Sanctions; Government End Users

You will comply with applicable laws, including export control and sanctions regulations. The Platform may not be used in or by persons or entities located in comprehensively sanctioned jurisdictions or on denied party lists. The Software and Documentation are “commercial items” under FAR 2.101; rights for U.S. Government end users are limited to those set forth in this Agreement.

17. Electronic Communications; MFA; Notices

We may contact you by email, in‑product messages, or SMS (including for multi‑factor authentication). You consent to receive these communications. Legal notices to NextCompany must be sent to legal@nextcompany.ai and to NextCompany Technologies Inc.

18. Force Majeure

Neither party is liable for delays or failures due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor actions, utility or internet failures, or government actions. Payment obligations are not excused.

19. Miscellaneous

19.1 Governing Law. Delaware law governs this Agreement, without regard to conflicts of laws rules, and subject to the FAA for arbitration.

19.2 Assignment. You may not assign this Agreement without our prior written consent. We may assign to an Affiliate or in connection with a merger, acquisition, or sale of assets.

19.3 Entire Agreement; Order of Precedence. This Agreement, the Order Form(s), and documents incorporated by reference (e.g., Privacy Policy, DPA) form the entire agreement. If there is a conflict, the Order Form controls, then this Agreement, then the Documentation.

19.4 Severability; Waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary; the remainder remains in effect. Failure to enforce a provision is not a waiver.

19.5 Headings; Independent Contractors. Headings are for convenience only. The parties are independent contractors.

19.6 Open‑Source Components. The Platform may include open‑source software governed by applicable licenses; to the extent of a conflict, those licenses control.

Financial Account Connections

20. Financial Account Connections

20.1 Third-Party Aggregation Services. The Platform may enable you to connect financial accounts ("Connected Accounts") through third-party financial data aggregation services ("Aggregation Services") such as Plaid, Yodlee, or similar providers. These Aggregation Services act as intermediaries to retrieve your financial data with your authorization. We do not directly access your financial institution credentials or store banking passwords.

20.2 Customer Authorization. By connecting a financial account, you expressly authorize and instruct us and our Aggregation Services to:

  • (a) Access and retrieve account information, including account balances, transaction history, account numbers, and routing numbers;

  • (b) Retrieve transaction details including amounts, dates, payees, and transaction categories for the period you specify;

  • (c) Maintain these connections and periodically refresh your financial data;

  • (d) Use this information solely to provide the Services as described in this Agreement and our Documentation.

20.3 Account Ownership and Authority. You represent and warrant that:

  • (a) You have the legal right and authority to access and share information from all Connected Accounts;

  • (b) For jointly-held accounts, you have obtained consent from all account holders;

  • (c) You will not connect accounts for which you lack proper authorization;

  • (d) All information provided to establish connections is accurate and complete.

20.4 Connection Maintenance. Financial account connections may require periodic re-authentication due to:

  • (a) Security requirements imposed by your financial institution;

  • (b) Changes to your account credentials or security settings;

  • (c) Updates to your financial institution's systems or interfaces;

  • (d) Extended periods of inactivity. You are responsible for maintaining active connections and promptly completing any required re-authentication.

20.5 Data Accuracy and Availability. We do not guarantee the accuracy, timeliness, or completeness of financial data retrieved through Aggregation Services. Data availability depends on your financial institution's systems and the Aggregation Services' ability to maintain connections. We are not responsible for:

  • (a) Errors or omissions in data provided by financial institutions;

  • (b) Service interruptions or connection failures;

  • (c) Changes in your financial institution's data sharing policies;

  • (d) Delays in data synchronization or updates.

20.6 Revocation of Access. You may revoke our access to Connected Accounts at any time through your account settings. Upon revocation:

  • (a) We will cease retrieving new data from the disconnected account;

  • (b) Previously retrieved data may be retained in accordance with Section 6.4 (Data Portability & Deletion);

  • (c) Certain Services dependent on active connections may become unavailable;

  • (d) You remain responsible for any fees incurred prior to disconnection.

20.7 Security and Compliance. We and our Aggregation Services implement bank-level security measures including encryption in transit and at rest. Financial data handling complies with applicable regulations including:

  • (a) The Gramm-Leach-Bliley Act (GLBA);

  • (b) Payment Card Industry Data Security Standards (PCI DSS) where applicable;

  • (c) Consumer Financial Protection Bureau (CFPB) regulations including Section 1033 requirements;

  • (d) Applicable state financial data privacy laws.

20.8 Limited Use of Financial Data. We will only use your financial data to:

  • (a) Provide the Services you've requested;

  • (b) Generate analytics and insights within the Platform;

  • (c) Ensure compliance with applicable laws and regulations;

  • (d) Create Aggregated Statistics as defined in Section 6.2. We will not sell your financial data or use it for advertising without your explicit consent.

20.9 Customer Responsibilities. You agree to:

  • (a) Review connected account data for accuracy and report discrepancies to your financial institution;

  • (b) Maintain the security of your financial institution credentials;

  • (c) Promptly notify us of any unauthorized access to your Connected Accounts;

  • (d) Comply with your financial institution's terms of service regarding data sharing.

20.10 Disclaimer. THE PLATFORM IS NOT A FINANCIAL INSTITUTION AND DOES NOT PROVIDE BANKING SERVICES. We do not initiate transactions, transfer funds, or provide investment advice based on Connected Account data. You are solely responsible for all financial decisions and transactions made using information displayed in the Platform.

20.11 Indemnification for Financial Connections. In addition to Section 12.2, you agree to indemnify and hold harmless NextCompany from any claims, losses, or damages arising from:

  • (a) Your breach of any financial institution's terms of service;

  • (b) Unauthorized connections to accounts you don't own or control;

  • (c) Actions taken based on financial data displayed in the Platform;

  • (d) Disputes with financial institutions regarding data access or accuracy.


20.12 Plaid Required Disclosure: Financial account connections may be provided by Plaid Technologies, Inc. (“Plaid”). By using these features, you acknowledge and agree that your data will be transferred to Plaid and handled in accordance with Plaid’s End User Privacy Policy, available at https://plaid.com/legal. You authorize Plaid to act on your behalf to access and transmit your financial information.

20.14 1033 / Consumer Data Rights Act Compliance:NextCompany does not receive or store your financial institution credentials; Plaid securely transmits encrypted tokens to facilitate ongoing access.


20.14 1033 / Consumer Data Rights Act Compliance:To the extent applicable under U.S. consumer financial data-access laws (including Section 1033 of the Dodd-Frank Act and related CFPB rules), you may request copies of, corrections to, or deletion of financial data retrieved through Aggregation Services, subject to our retention obligations under Section 6.4.


 

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