NextCompany

Terms of Service

Last updated: August 26, 2026

These Terms apply to everyone who uses NextCompany. Buyers should also read the Buyer Terms; sellers, brokers, and deal-team professionals should also read the Seller & Broker Terms.

These Terms of Service (this "Agreement" or these "Terms") are a legally binding contract between NextCompany Technologies Inc., a Delaware corporation ("NextCompany," "we," "us," or "our"), and you, the individual or entity that accesses, browses, or uses the Platform in any way ("you" or "your"). If you access or use the Platform on behalf of a company, brokerage, fund, or other entity, you represent and warrant that you have the authority to bind that entity to this Agreement, and "you" and "your" refer to both you individually and that entity.

By accessing, browsing, or using the Platform, including by visiting any page of our website, creating an account, submitting information, sending an inquiry, claiming a profile, publishing a listing or profile, or engaging with any feature or content, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy. If you do not agree, you must stop using the Platform.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN AN ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER THAT AFFECT YOUR LEGAL RIGHTS. BY USING THE PLATFORM, YOU AGREE TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AS DESCRIBED IN SECTION 18 AND WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS OR JURY TRIALS.

Which Terms Apply to You

These Terms apply to everyone who uses the Platform. Depending on how you use it, one or more supplemental terms also apply and are incorporated into this Agreement by reference:

  • Buyers and searchers (anyone browsing listings, sending inquiries, saving searches, or creating a buyer profile): the Buyer Terms.
  • Sellers, business brokers, M&A advisors, and deal-team professionals (anyone listing a business, claiming or managing a broker, vendor, or seller profile, or receiving inquiries): the Seller & Broker Terms.

If a supplemental document conflicts with these Terms on a matter specific to that role, the supplemental document controls for that matter. In all other cases these Terms control.

Important Notices

Marketplace and Directory Only. Not a Broker. NextCompany operates an online marketplace and directory where businesses for sale, business brokers, M&A advisors, buyers, and deal-team professionals (attorneys, accountants, and lenders) can find one another. NextCompany is not a business broker, real estate broker, M&A advisor, broker-dealer, investment adviser, lender, escrow agent, or law or accounting firm. We do not represent, negotiate for, or act as agent for any buyer, seller, broker, or professional. We are not a party to any transaction, listing agreement, engagement, non-disclosure agreement, letter of intent, purchase agreement, or other arrangement between users.

We Do Not Verify or Guarantee Listings or Profiles. Checking Them Is Your Responsibility. Listing and profile information is supplied by brokers, sellers, buyers, and professionals, or is compiled from publicly available sources, in some cases with the help of automated tools and artificial intelligence. Unless a specific item is expressly marked as verified by NextCompany, we have not reviewed, audited, confirmed, or validated it, and we make no guarantee that any Listing or Profile is accurate, complete, current, or that the business, person, or opportunity it describes exists as described. It is the responsibility of every buyer, and of anyone else who relies on a Listing or Profile, to check and independently verify every statement and figure before acting on it. Inclusion on the Platform is not an endorsement, recommendation, or referral.

Financial Figures Are Unverified. Asking prices, revenue, cash flow, seller's discretionary earnings (SDE), EBITDA, inventory, real estate values, employee counts, and similar figures are provided by the listing party. They may be estimates, may be calculated using methods that differ from listing to listing, and may be inaccurate or out of date. You must independently verify every figure before relying on it.

No Financial, Legal, Tax, Investment, or Brokerage Advice. Nothing on the Platform, including listings, profiles, guides, blog articles, calculators, badges, rankings, and any AI-assisted or automated content, is advice of any kind. Buying or selling a business involves significant financial, legal, and tax risk. You are solely responsible for obtaining advice from qualified, licensed professionals and for every decision you make.

No Confidential Information on the Platform. The Platform is designed for publishable information only. It is not a data room and is not designed to store, transmit, or protect confidential financial statements, tax returns, customer lists, employee records, trade secrets, or the identity of a business whose sale is confidential. Confidential information is exchanged directly between users, outside the Platform, under agreements to which NextCompany is not a party.

AI-Generated Content May Contain Hallucinations. Some listings, profiles, descriptions, headlines, FAQs, "good fit" notes, industry classifications, and other content are created, compiled, or enhanced in whole or in part by automated tools, including web data aggregation and artificial intelligence, and are published without human review. AI systems can produce statements that read as fact but are wrong, invented, out of date, or attributed to the wrong business or person; these are commonly called hallucinations. Any such content may therefore contain errors, omissions, or fabricated details, and may not have been reviewed by the business, broker, or professional it describes. Treat every AI-generated statement as unverified until you have confirmed it yourself.

No Guarantee of Results or of Any Transaction. We do not guarantee that any business will be sold, that any buyer will find or close an acquisition, that any inquiry will receive a response, or that any listing, profile, or subscription (free or paid) will produce any particular number of views, inquiries, leads, engagements, or revenue.

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 derived from use of the Platform that is aggregated and de-identified so that it does not identify you, any individual, or the non-public financial or business information of any specific business, broker, or professional.
  • "Authorized User" means you and any employees, agents, or contractors you permit to use the Platform under your account.
  • "Automated Content" means content created, compiled, or enhanced by automated tools, including web data aggregation and artificial intelligence.
  • "Buyer" means any person or entity that uses the Platform to search for, evaluate, inquire about, or acquire a business, including anyone who creates a buyer profile.
  • "Claim" means a request by a user to be recognized as the owner or authorized manager of a broker, vendor, or seller profile that was created before the user registered.
  • "Confidential Information" has the meaning given in Section 11.
  • "Deal-Team Professional" or "Vendor" means an attorney, accountant, lender, or other professional, or the firm they belong to, that has a profile on the Platform.
  • "Inquiry" means a message sent through the Platform to a listing party, broker, vendor, or buyer.
  • "Listing" means a page describing a business for sale, together with its associated information and media.
  • "Listing Party" means the seller, broker, or M&A advisor responsible for a Listing.
  • "Order Form" means an online sign-up or checkout page, or other ordering document, that references this Agreement and states the plan, fees, and subscription term.
  • "Platform" means the NextCompany website (including nextcompany.ai), dashboards, APIs, applications, emails, and related services.
  • "Profile" means a page describing a business broker, brokerage, M&A advisor, buyer, or Deal-Team Professional.
  • "Services" means access to and use of the Platform and any features described in an Order Form.
  • "Subscription" means a paid plan for enhanced features on the Platform.
  • "User Content" means all information, text, images, logos, video links, financial figures, descriptions, messages, and other materials that you or your Authorized Users submit to, publish on, or transmit through the Platform, excluding Aggregated Statistics.

2. Eligibility and Accounts

2.1 Age and capacity. You must be at least 18 years old and able to form a binding contract to use the Platform. You may browse public pages without an account.

2.2 Accurate information. If you create an account, you agree to provide accurate, current, and complete information, to keep it current, and to use your real name or the real name of the entity you represent.

2.3 Security. You are responsible for all activity under your account and for keeping your credentials confidential. We strongly recommend enabling two-factor authentication where offered. Notify us immediately of any unauthorized use at legal@nextcompany.ai.

2.4 One account per person. You may not create multiple accounts to evade limits, restrictions, or a prior suspension, and you may not share an account with anyone outside your Authorized Users.

2.5 United States focus. The Platform is operated from and intended for users in the United States and for businesses located in the United States. See Section 25.

3. Access Grant, License, and Restrictions

3.1 Access grant. Subject to this Agreement and payment of any applicable fees, NextCompany grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for its intended purpose: evaluating, marketing, and connecting parties for the purchase and sale of small and mid-sized businesses, and finding professionals who serve those transactions.

3.2 Reservation of rights. NextCompany and its licensors retain all right, title, and interest in and to the Platform, its software, design, databases, compilations, trademarks, and content other than User Content. No rights are granted by implication or estoppel.

3.3 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;
  • (c) reverse engineer, decompile, or attempt to discover source code;
  • (d) remove proprietary notices;
  • (e) scrape, crawl, harvest, or systematically extract data from the Platform, or access it with bots, spiders, or other automated means, except as expressly permitted by our robots.txt file;
  • (f) use any data obtained from the Platform to build, train, populate, or improve a competing directory, marketplace, database, dataset, or model;
  • (g) compile lists of businesses, brokers, buyers, or professionals from the Platform for marketing, resale, lead generation, or any purpose other than a bona fide transaction;
  • (h) impersonate any person or entity or misrepresent your affiliation or authority;
  • (i) probe, scan, or test the vulnerability of the Platform or circumvent any security or access control;
  • (j) interfere with the operation of the Platform or place an unreasonable load on it; or
  • (k) use the Platform in violation of law or the rights of others.

3.4 Competitive scraping. Without limiting Section 3.3, you may not extract Listings, Profiles, or other Platform data, by any method, for the purpose of building, enhancing, or operating any product or service that competes with or is substantially similar to the Platform. Data obtained in violation of this Section is deemed Confidential Information of NextCompany, and NextCompany may seek injunctive relief and damages.

3.5 Beta features. We may offer pre-release or trial features. Beta features are provided as is, may change or be discontinued at any time, and are excluded from any support or service commitments.

3.6 Subcontractors. We may use subcontractors, including cloud, email, payment, and AI providers, to deliver the Services.

4. What NextCompany Does and Does Not Do

4.1 What we do. We publish Listings and Profiles; provide search, filtering, saved searches, and alerts; route Inquiries between users; allow brokers, sellers, buyers, and professionals to create, claim, and manage Profiles; offer paid Subscriptions for enhanced visibility and features; and publish educational content.

4.2 What we do not do. We do not: represent or advise any party; value businesses or verify valuations; verify financial statements, tax returns, licenses, or credentials except as expressly stated; negotiate, draft, or review offers, letters of intent, or purchase agreements; hold, transfer, escrow, or lend funds; conduct due diligence for any party; guarantee the identity, solvency, qualifications, or good faith of any user; or participate in, guarantee, or insure any transaction. Any tool we provide, such as a calculator, checklist, guide, badge, or ranking, is a convenience only and not a substitute for professional judgment.

4.3 No fiduciary, agency, or advisory relationship. Nothing in this Agreement or in your use of the Platform creates a fiduciary, agency, partnership, joint venture, employment, franchise, referral, or advisory relationship between NextCompany and you or any other user.

5. Listings, Profiles, Automated Content, and Claims

5.1 Sources of content. Listings and Profiles may be (a) submitted by a Listing Party, buyer, or professional; (b) compiled by NextCompany from publicly available sources, such as a brokerage's public website or a professional's public directory information; or (c) generated or enhanced by Automated Content, or any combination of these. Content compiled from public sources is published so that the business, broker, or professional it describes can claim, correct, and manage it.

5.2 No verification, no guarantee. We have no obligation to verify, and generally do not verify, User Content or Automated Content, and we do not guarantee any Listing or Profile. Automated Content is generated by artificial intelligence and may contain hallucinations: statements that read as fact but are invented, wrong, or attributed to the wrong business or person. It is your responsibility to check and independently verify everything in a Listing or Profile before relying on it. Where we display a "Verified" or similar badge, it means only that NextCompany completed a limited internal check described on the Platform at the time (for example, that a claimant demonstrated control of the associated email domain or that a license number matched a public registry). It is not a guarantee of accuracy, qualifications, financial performance, solvency, or good faith and may be outdated.

5.3 Corrections and removal. If you believe a Listing or Profile about you or your business is inaccurate, outdated, or should not appear, contact legal@nextcompany.ai. We will use commercially reasonable efforts to correct confirmed inaccuracies or remove content within a reasonable period, without guaranteeing a timeline. Reporting does not create any duty of care on our part. Professionals and brokers may correct their own Profiles at any time after claiming them.

5.4 Ranking and placement. The order, ranking, prominence, and placement of Listings and Profiles may be influenced by relevance, completeness, verification status, user engagement, recency, and paid Subscriptions. Paid placement is identified where required by law. Order and prominence do not reflect our opinion of any business, broker, buyer, or professional.

5.5 Claims require approval; payment never verifies ownership. Claims are reviewed and approved or denied by NextCompany in its sole discretion. Selecting or paying for a Subscription does not approve a Claim, does not verify ownership or authority, and does not grant management access. We may request additional information, deny any Claim, or revoke an approved Claim at any time if we believe the claimant lacks authority, provided false information, or violated this Agreement. Submitting a Claim for a business or profile you are not authorized to manage is a material breach.

5.6 License to User Content. You retain ownership of your User Content. By submitting User Content, you grant NextCompany a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, display, distribute, adapt (for example, to reformat, resize, excerpt, or classify), translate, and use it in connection with operating, promoting, and improving the Platform, including in search results, alerts, emails, feeds, and syndication to partner sites. This license continues after your User Content is removed only to the extent needed to remove it from caches and backups in the ordinary course and to comply with law. You represent that you have all rights, consents, and releases needed to grant this license, including for any photographs, logos, likenesses, and financial figures you submit.

5.7 No duty to monitor; Section 230. NextCompany has no obligation to monitor, review, screen, edit, or pre-approve User Content, but may remove, edit, decline, or disable access to any content at any time in its sole discretion, including content that we believe violates this Agreement or applicable law. NextCompany is a provider of an interactive computer service within the meaning of Section 230 of the Communications Decency Act (47 U.S.C. Section 230). To the fullest extent permitted by law, NextCompany will not be treated as the publisher or speaker of any information provided by users or other third parties, and any claim arising from such content must be directed to the party that created it.

5.8 Public photographs, headshots, and logos. Profiles are often compiled from information you or your firm have already made public, such as a firm website, a professional directory, or a social or professional network. By accessing or using the Platform, creating an account, claiming a Profile, or uploading media, every user (including brokers, M&A advisors, sellers, buyers, professionals, and their Authorized Users) consents to NextCompany collecting, storing, reformatting, and displaying photographs, headshots, likenesses, and logos that you have made publicly available, together with any photographs you upload, on your Profile and Listings and in related search results, cards, alerts, emails, feeds, and promotional materials for the Platform, under the license in Section 5.6. You represent that you own or have permission to use any photograph you upload, including a release from any identifiable person. You may replace or remove any photograph on a Profile you manage at any time from your dashboard, and anyone may ask us to remove a photograph of them by emailing legal@nextcompany.ai; we will act on such requests within a commercially reasonable time, subject to copies retained under Section 12.4.

6. Communications Between Users

6.1 Inquiries. Inquiries are delivered to the recipient by NextCompany. We may store, review, route, hold, or decline to deliver Inquiries, and we may use Inquiries and the information in them to operate the Platform, prevent fraud and abuse, enforce this Agreement, and for the purposes described in the Buyer Terms and the Seller & Broker Terms, which include sharing them with the recipient, the recipient's firm, and other users whose Listings or services match the sender's interests. Inquiries are not confidential as to NextCompany.

6.2 Purpose. You may send an Inquiry only for the purpose it is offered: a bona fide interest in a business, a broker's or professional's services, or a buyer's acquisition criteria. You may not use Inquiries to solicit sellers, brokers, buyers, or professionals for unrelated products or services, to recruit, or to send bulk or automated messages.

6.3 Contact information you receive. Contact information obtained through the Platform may be used only to respond to and pursue the specific Inquiry or relationship for which it was provided. You may not add anyone to a marketing list, sell or share their information, or contact them for unrelated purposes without their separate, lawful consent.

6.4 Direct relationships. Any relationship, agreement, or transaction formed between users is solely between those users. NextCompany is not a party to it and has no responsibility for it.

6.5 Response times. We encourage Listing Parties and professionals to respond to Inquiries promptly, but we do not guarantee that any Inquiry will receive a response.

7. Confidential Business Information Between Users

7.1 Not a data room. Do not upload, post, or send through the Platform any confidential financial statements, tax returns, bank statements, customer or employee lists, contracts, trade secrets, or the identity or exact address of a business whose sale is confidential. The Platform is designed for publishable information only.

7.2 Your NDAs are your own. Listing Parties commonly require buyers to sign a non-disclosure agreement before sharing confidential details. Those agreements are between the users who sign them. NextCompany does not draft, administer, enforce, or guarantee performance under any non-disclosure agreement and has no liability for any breach of one.

7.3 Prohibited uses of business information. You may not use information obtained through the Platform to contact a business's employees, customers, suppliers, landlords, or lenders, to compete unfairly with a business, or for any purpose other than evaluating a bona fide transaction, unless the Listing Party has authorized it in writing.

8. Your Responsibilities and Prohibited Uses

8.1 Your content. You are solely responsible for the accuracy, legality, and integrity of your User Content and for obtaining all rights and consents needed to submit it.

8.2 Prohibited uses. You agree not to use the Platform to:

  • (a) violate any applicable law or regulation, including securities, franchise, real estate, brokerage licensing, consumer protection, privacy, anti-spam, and anti-discrimination laws;
  • (b) post false, misleading, deceptive, or fraudulent Listings, Profiles, financial figures, credentials, or Inquiries;
  • (c) list a business you do not own or are not authorized to list, or claim a Profile you are not authorized to manage;
  • (d) infringe or misappropriate the intellectual property, privacy, or publicity rights of others;
  • (e) post confidential information in violation of Section 7 or of any agreement you have with a third party;
  • (f) harass, threaten, defame, or discriminate against any person;
  • (g) distribute malware, spam, or harmful code;
  • (h) engage in scraping, harvesting, or unauthorized data collection;
  • (i) engage in phishing, identity theft, money laundering, or any scheme to defraud any user; or
  • (j) disrupt or harm the Platform or others' use of it.

8.3 Fraud. We may report suspected fraud to law enforcement and to other users, and may permanently ban any user involved in fraudulent activity.

9. Disputes Between Users

NextCompany has no role in resolving disputes between users, including disputes about the accuracy of a Listing, the conduct of a broker or professional, the terms or closing of a transaction, commissions, fees, deposits, confidentiality, or the quality of professional services. If you have a dispute with another user, you must resolve it directly with that user. You release NextCompany from all claims, demands, and damages arising out of or connected with any such dispute, as further described in Section 16.

10. Fees, Subscriptions, Trials, and Automatic Renewal

10.1 Free to browse; no commissions. Searching, browsing, sending Inquiries, saving searches, and creating a buyer profile are free. NextCompany charges no commission, success fee, finder's fee, or transaction fee on any sale, and no user owes NextCompany any share of any purchase price or brokerage commission.

10.2 Subscriptions. Brokers, sellers, and professionals may purchase Subscriptions for enhanced features such as featured placement, additional listings, analytics, and priority review, as described at the time of purchase or in the applicable Order Form. Subscription fees are consideration for access to those features, not for any guaranteed level of visibility, Inquiries, leads, or results.

10.3 Payment. Fees are stated and charged in U.S. dollars and processed by our third-party payment processor. By providing a payment method you authorize us and our processor to charge all fees due, including recurring fees, to that payment method.

10.4 Taxes. Fees exclude taxes. You are responsible for all sales, use, and similar taxes other than taxes on our net income.

10.5 Launch period and trials. Features offered free during a launch or trial period are provided as is and may be limited, changed, or withdrawn at any time. If a trial converts to a paid Subscription, we will disclose the conversion terms and obtain your express consent before charging you.

10.6 Changes to fees and features. We may change fees or features effective at the start of your next renewal term by giving at least thirty (30) days' notice. If you do not agree, you may cancel before the change takes effect.

10.7 Refunds. Except where this Agreement or applicable law requires otherwise, fees are non-refundable, and there are no refunds or credits for partial periods, unused features, downgrades, or removal of a Listing or Profile for violation of this Agreement. If we discontinue a paid feature, we will refund any prepaid fees for the unused portion of the term.

10.8 Automatic renewal. Subscriptions renew automatically for successive periods equal to the initial period at the then-current fee until cancelled. Before you are charged, we will clearly disclose the recurring fee, billing frequency, renewal period, and cancellation policy and obtain your express affirmative consent; we will send a confirmation that you can retain; we will send an annual reminder for annual plans and notify you of any fee change at least seven (7) days before it takes effect; and you may cancel at any time through your account settings or by emailing legal@nextcompany.ai. Cancellation takes effect at the end of the current billing period. These provisions are intended to comply with the California Automatic Renewal Law (Cal. Bus. & Prof. Code Section 17600 et seq.), the FTC's Negative Option Rule, and similar laws.

10.9 Late payment and suspension. We may suspend paid features for non-payment, suspected breach, security risk, or legal requirement. Overdue amounts may accrue interest at 1.5% per month or the maximum allowed by law, whichever is less.

10.10 Billing disputes. You must notify us of any billing dispute within sixty (60) days of the charge.

11. Confidentiality (Between You and NextCompany)

Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will protect it with at least reasonable care, use it only for purposes of this Agreement, and not disclose it except to those who need to know and are bound by comparable obligations, or as required by law after reasonable notice where permitted. These obligations do not apply to information that is public, already known, independently developed, or rightfully received from a third party. User Content that you choose to publish on the Platform is not Confidential Information. Obligations survive for five (5) years after disclosure, or for as long as a trade secret remains a trade secret.

12. Data Rights, Aggregated Statistics, and Privacy

12.1 Ownership. As between the parties, you own your User Content and NextCompany owns the Platform, its databases, and Aggregated Statistics.

12.2 Aggregated Statistics. We may create and use Aggregated Statistics, such as market-level asking price multiples, inquiry volumes by industry, and search trends, for any purpose, including industry reports, provided they do not identify you or any specific business's non-public information.

12.3 Privacy. Our collection and use of personal information is described in our Privacy Policy.

12.4 Portability and deletion. You may export your User Content using tools we make available and may request deletion of your account at any time. We may retain copies in backups, as required by law, and for audit, fraud prevention, and dispute-resolution purposes. Encrypted backups are retained for up to three (3) years.

13. Intellectual Property, Feedback, Publicity, and DMCA

13.1 Ownership. NextCompany and its licensors own the Platform, its software, design, trademarks, and all content other than User Content.

13.2 Feedback. You grant us a perpetual, irrevocable, worldwide, royalty-free license to use any suggestions or feedback you provide, without obligation to you.

13.3 Publicity. With your consent (email is sufficient), we may use your name, firm name, and logo to identify you as a user of the Platform in marketing materials.

13.4 DMCA notices. If you believe content on the Platform infringes your copyright, send a notice to our designated agent at legal@nextcompany.ai containing the information required by 17 U.S.C. Section 512(c)(3): identification of the copyrighted work; identification of the infringing material and its location on the Platform; your contact information; a statement that you have a good-faith belief the use is not authorized; a statement, under penalty of perjury, that the information is accurate and that you are the owner or authorized to act for the owner; and your physical or electronic signature. We will respond to valid notices, may remove or disable access to the material, and may terminate repeat infringers.

13.5 Counter-notices. If your content was removed and you believe the removal was a mistake or misidentification, you may send a counter-notice to the same address containing the information required by 17 U.S.C. Section 512(g)(3). We may restore the material in accordance with the DMCA unless the complaining party files a court action.

14. Third-Party Services and Links

The Platform may link to or integrate with third-party websites and services, including brokerage websites, payment processors, lenders, escrow services, analytics tools, and AI providers. Third-party services are governed by their own terms, we do not control or endorse them, and we are not responsible for their content, accuracy, availability, or practices. We may disable integrations at any time.

15. Warranties and Disclaimers

15.1 Limited warranty for paid Subscriptions. We warrant that during a paid Subscription term the paid features will materially perform as described on the Platform. Your exclusive remedy for breach of this warranty is, at our option, correction of the feature or a pro-rated refund of prepaid fees for the affected period.

15.2 General disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 15.1, THE PLATFORM, SERVICES, LISTINGS, PROFILES, USER CONTENT, AUTOMATED CONTENT, AND ALL OTHER CONTENT ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, 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 ANY CONTENT WILL BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PURPOSE.

15.3 Marketplace disclaimers. WITHOUT LIMITING SECTION 15.2:

  • (a) WE MAKE NO WARRANTY REGARDING THE EXISTENCE, CONDITION, VALUE, PROFITABILITY, LEGAL STATUS, OR AVAILABILITY OF ANY BUSINESS, OR THE ACCURACY OF ANY ASKING PRICE, REVENUE, CASH FLOW, SDE, EBITDA, OR OTHER FINANCIAL FIGURE;
  • (b) WE MAKE NO WARRANTY REGARDING THE IDENTITY, LICENSURE, QUALIFICATIONS, EXPERIENCE, SOLVENCY, FINANCING CAPACITY, OR GOOD FAITH OF ANY BUYER, SELLER, BROKER, OR PROFESSIONAL;
  • (c) WE DO NOT WARRANT THAT ANY TRANSACTION WILL BE COMPLETED, THAT ANY OFFER WILL BE ACCEPTED, OR THAT ANY INQUIRY WILL RECEIVE A RESPONSE;
  • (d) ANY "VERIFIED" OR SIMILAR BADGE REFLECTS ONLY THE LIMITED CHECK DESCRIBED ON THE PLATFORM AND IS NOT A GUARANTEE;
  • (e) AUTOMATED CONTENT IS GENERATED BY ARTIFICIAL INTELLIGENCE AND MAY CONTAIN ERRORS, OMISSIONS, OUTDATED INFORMATION, OR FABRICATED DETAILS (HALLUCINATIONS: STATEMENTS THAT READ AS FACT BUT ARE INVENTED BY AN AI SYSTEM), AND WE DO NOT WARRANT ITS ACCURACY; IT IS YOUR RESPONSIBILITY TO VERIFY IT; AND
  • (f) WE MAKE NO WARRANTY OF ANY LEVEL OF TRAFFIC, RANKING, VISIBILITY, IMPRESSIONS, INQUIRIES, LEADS, OR BUSINESS RESULTS FROM ANY LISTING, PROFILE, OR SUBSCRIPTION, AND FAILURE TO ACHIEVE ANY RESULT IS NOT A BREACH OF THIS AGREEMENT AND DOES NOT ENTITLE YOU TO ANY REFUND OR DAMAGES.

16. Limitation of Liability and Release

16.1 Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY, INCLUDING DAMAGES ARISING FROM (I) ANY TRANSACTION, ATTEMPTED TRANSACTION, OR FAILURE TO TRANSACT; (II) THE CONDUCT, ACCURACY, OR QUALITY OF ANY BUYER, SELLER, BROKER, OR PROFESSIONAL; (III) ANY INACCURACY IN ANY LISTING, PROFILE, FINANCIAL FIGURE, OR AUTOMATED CONTENT; OR (IV) ANY CONFIDENTIAL INFORMATION SUBMITTED TO THE PLATFORM IN VIOLATION OF THIS AGREEMENT.

16.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (I) THE AMOUNTS YOU PAID TO NEXTCOMPANY IN THE TWELVE (12) MONTHS BEFORE 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, regardless of theory of liability, and do not limit either party's liability for its indemnification obligations or for fraud or willful misconduct to the extent such limitation is prohibited by law.

16.3 Release. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE NEXTCOMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, CONTRACTORS, AND SUCCESSORS FROM ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR CONNECTED WITH (A) YOUR INTERACTIONS, COMMUNICATIONS, TRANSACTIONS, OR DISPUTES WITH ANY OTHER USER; (B) ANY BUSINESS YOU BUY, SELL, EVALUATE, OR LIST; (C) ANY SERVICES PROVIDED BY ANY BROKER OR PROFESSIONAL; (D) ANY INACCURACY, ERROR, OR OMISSION IN ANY LISTING, PROFILE, OR AUTOMATED CONTENT; OR (E) ANY DECISION YOU MAKE BASED ON INFORMATION OBTAINED THROUGH THE PLATFORM.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." YOU WAIVE ANY SIMILAR LAW OF ANY OTHER JURISDICTION.

17. Term, Termination, and Survival

17.1 Term. This Agreement is effective when you first use the Platform and continues until you stop using it and all Subscriptions have ended, whichever is later.

17.2 Termination by NextCompany. We may suspend or terminate your account, Listings, Profiles, or access to the Platform at any time, with or without notice, if we believe you have violated this Agreement, created risk or legal exposure for us or other users, provided false information, or if we discontinue the Platform. We will use commercially reasonable efforts to give notice before termination except where immediate action is needed.

17.3 Termination by you. You may stop using the Platform and delete your account at any time. Paid Subscriptions end at the close of the current billing period.

17.4 Effect. On termination, your right to access the Services ends, you must pay all amounts due, your Listings and Profiles may be removed within a commercially reasonable period, and Section 12.4 governs data. Profiles compiled from public information may remain published after your account ends, subject to Section 5.3.

17.5 Survival. Sections 1, 3.2 to 3.4, 5.6, 5.7, 6.3, 7, 8, 9, 10 (as to amounts owed), 11 to 13, 15, 16, 17.4, 17.5, 18 to 22, and 24 to 26 survive termination.

18. Dispute Resolution, Arbitration, and Class Action Waiver

18.1 Informal resolution. Before filing a claim, you and NextCompany will attempt in good faith to resolve any dispute informally for sixty (60) days after written notice (email to legal@nextcompany.ai is sufficient; we will use the email address on your account).

18.2 Binding arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA"). If you are an individual using the Platform for personal, family, or household purposes (a "Consumer User"), the AAA Consumer Arbitration Rules apply, any in-person hearing will take place in the county of your residence or by video conference at your election, and NextCompany will pay all filing, administrative, and arbitrator fees that exceed what you would have paid to file in court. For all other users, including brokers, professionals, entities, and individuals using the Platform for business purposes, the AAA Commercial Arbitration Rules apply and the seat of arbitration is Delaware (or video conference at the arbitrator's discretion). The Federal Arbitration Act governs this Section 18. Either party may instead bring an individual claim in small claims court in the county of the claimant's residence or principal place of business.

18.3 Consumer opt-out. If you are a Consumer User, you may opt out of Sections 18.2 and 18.4 by emailing legal@nextcompany.ai within thirty (30) days after you first accept this Agreement, stating your name, the email address on your account, and that you wish to opt out of arbitration. Opting out does not affect any other provision of this Agreement.

18.4 Class action waiver. CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS. NO CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE PERMITTED. YOU WAIVE ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, CLASS-WIDE ARBITRATION, OR REPRESENTATIVE PROCEEDING AGAINST NEXTCOMPANY. If a court determines that this waiver is unenforceable as to a particular claim or request for relief, that claim or request (and only that one) will be severed and brought in court on an individual basis, and all remaining claims will proceed in arbitration.

18.5 Jury trial waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

18.6 Injunctive relief. Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property, or to stop scraping or unauthorized access, pending arbitration.

18.7 Time limit. To the extent permitted by law, any claim arising out of or relating to this Agreement or the Platform must be brought within one (1) year after the claim accrues, or it is permanently barred.

19. Compliance, Export, Sanctions, and Anti-Corruption

You will comply with all applicable laws, including export control, sanctions, and anti-bribery laws. You may not use the Platform if you are located in a comprehensively sanctioned jurisdiction or are on any U.S. government denied-party list. You will not offer or accept any improper payment in connection with the Platform. The Platform is a "commercial item" under FAR 2.101, and U.S. Government end users receive only the rights set forth in this Agreement.

20. Electronic Communications and Notices

20.1 Consent. You consent to receive communications from us electronically, including by email and in-product messages, and agree that electronic communications satisfy any legal requirement that communications be in writing. We send transactional messages related to your account, Inquiries, Listings, Profiles, Claims, and Subscriptions, which you cannot opt out of while you use the Platform.

20.2 Marketing. By creating an account you agree to receive marketing and informational emails from NextCompany, such as new-listing alerts, buyer-match notices, newsletters, and product updates. You may opt out at any time using the unsubscribe link in those messages or by contacting us. We will send text messages only with your separate express consent.

20.3 Notices to us. Legal notices to NextCompany must be sent to legal@nextcompany.ai.

21. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, labor actions, utility or internet failures, third-party service outages, or government actions. Payment obligations are not excused.

22. Miscellaneous

22.1 Governing law. Delaware law governs this Agreement, without regard to conflict-of-laws rules, subject to the Federal Arbitration Act for Section 18.

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

22.3 Entire agreement. This Agreement, the supplemental terms it incorporates, any Order Form, and the Privacy Policy form the entire agreement between you and NextCompany regarding the Platform and supersede all prior agreements on that subject. In case of conflict: an Order Form controls for the plan it covers; then the applicable supplemental terms for role-specific matters; then these Terms.

22.4 Severability and waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. Failure to enforce a provision is not a waiver.

22.5 Headings and relationship. Headings are for convenience only. The parties are independent contractors.

22.6 Open-source components. The Platform may include open-source software governed by its own licenses, which control to the extent of any conflict.

22.7 No third-party beneficiaries. This Agreement creates no rights in anyone other than you and NextCompany, except that the released and indemnified parties described in Sections 16 and 23 may enforce those Sections.

22.8 Changes to these Terms. We may modify this Agreement at any time. For material changes we will give notice through the Platform or by email at least thirty (30) days before the changes take effect, except that changes required by law or that address new features may take effect immediately. Your continued use after the effective date constitutes acceptance. If you do not agree, stop using the Platform.

23. Indemnification

23.1 By you. You will defend, indemnify, and hold harmless NextCompany and its Affiliates, officers, directors, employees, agents, and contractors from and against all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your User Content, including any Listing, Profile, financial figure, photograph, or Inquiry; (b) your use of the Platform in violation of this Agreement or applicable law; (c) any transaction, attempted transaction, or dispute between you and any other user, including claims relating to commissions, fees, deposits, confidentiality, misrepresentation, or the condition of a business; (d) any professional services you provide or receive; (e) any Claim you submit or Profile you manage without authority; (f) your breach of any non-disclosure or other agreement with another user; or (g) your violation of any brokerage, securities, franchise, real estate, advertising, or professional licensing law or rule.

23.2 By NextCompany. We will defend and indemnify you against third-party claims alleging that the Platform, 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 modify the Platform, procure a license, or terminate the affected Service with a pro-rated refund. We have no obligation for claims arising from User Content or from use not in accordance with this Agreement.

23.3 Process. The indemnified party must promptly notify the indemnifying party, allow it to control the defense (without settling in a way that admits fault on behalf of the indemnified party without consent), and provide reasonable assistance.

24. Accessibility

We aim to conform to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. If you have difficulty accessing any part of the Platform, contact legal@nextcompany.ai and we will work with you to provide the information through an accessible alternative.

25. International Users

The Platform is operated from and intended for use within the United States. If you access it from elsewhere, you do so at your own risk, you are responsible for compliance with local law, and you consent to the transfer, processing, and storage of your information in the United States. Listings are for businesses located in the United States unless expressly stated otherwise.

26. State Privacy Rights and Security Incidents

If you are a resident of California or another state with a comprehensive privacy law, you may have rights to know, delete, correct, and opt out of the sale or sharing of personal information, and to non-discrimination for exercising those rights. To exercise them, see our Privacy Policy or contact legal@nextcompany.ai. If a security incident requires notice under applicable law, we will notify affected users by email to the address on the account or by conspicuous posting on the Platform, within the time required by law. Keep your account email current so we can reach you.

Contact

Questions about these Terms: legal@nextcompany.ai.

NextCompany Technologies Inc., a Delaware corporation Email: legal@nextcompany.ai