Terms of Use

Last Modified Date: July 20, 2022

These Software Terms of Use ("Terms of Use") govern your use of the Nextup software as a service product (the "Software"), including all user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the Software or its use or specifications (the "Documentation") provided to you ("you"or "your") for use pursuant to and subject to the Customer Terms (the "Customer Terms") between Nextup.ai Inc. ("Licensor") and your employer or other person or entity who owns or otherwise lawfully controls the computer on which the Software is installed ("Licensee").

Please read the Terms of Use carefully.  By using the Website or any Services available on or through the Website, you accept and agree to be bound by the Terms of Use, Customer Terms and our Privacy Policy, which is incorporated by reference herein.  

If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Website or Services.  The Services and Website are made available to users who are eighteen years of age or older.  If you are not at least eighteen years of age, you must not use the Website or Services.  By using the Website or Services, you represent and warrant that you are at least eighteen years of age and have the capacity to enter into a Contract with Company.

License Grant

Subject to your strict compliance with these Terms of Use, Licensor hereby grants you a non-exclusive, non-transferable, non-sub licensable, limited license to use theSoftware solely in accordance with the Documentation, as installed on the equipment provided by Licensee and for Licensee's internal business purposes. The foregoing licensee will terminate immediately on the earlier to occur of:

(a) the expiration or earlier termination of theSoftware License Agreement between Licensor and Licensee; or

(b) your ceasing to be authorized by Licensee to use the Software for any or no reason.

Use Restrictions

You shall not, directly or indirectly:

(a) use the Software or Documentation except as set forth in Section 1; 

(b) copy the Software or Documentation, in whole orin part;

(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;

(d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;

(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of theSoftware or any part thereof;

(f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Software or Documentation, including any copy thereof;

(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of theSoftware or any features or functionality of the Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN),virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

(h) use the Software or Documentation in violation of any law, regulation, or rule; or

(i)  use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor's commercial disadvantage.

Compliance Measures

(a) The Software contains technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against use of the Software:

(b) beyond the scope of the license granted to pursuant to Section 1; or

(c) prohibited under Section 2.

You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

Collection and Use of Information

(a)  Licensor may, directly or indirectly through the services of others, collect and store information regarding use of the Software and about equipment on which theSoftware is installed or through which it otherwise is accessed and used, by means of (i) providing maintenance and support services and (ii) security measures included in the Software as described in Section 3.

(b) You agree that the Licensor may use such information for any purpose related to any use of the Software by you, including but not limited to: (i) improving the performance of the Software or developing updates; and (ii) verifying compliance with the terms of this Agreement and enforcing Licensor's rights, including all intellectual property rights in and to the Software.

Intellectual Property Rights

You acknowledge that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this Agreement, or any other rights to the Software other than to use the Software in accordance with the license granted under thisAgreement, subject to all terms, conditions, and restrictions. Licensor and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, subject to the license expressly granted to the Licensee in this Agreement. You shall safeguard all Software(including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

Disclaimer of Liability

IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OFITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FORANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE. YOU ARE PROVIDED THE SOFTWARE PURSUANT TO THE SOFTWARE LICENSE AGREEMENT BETWEEN LICENSOR AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE SHALL BE SOLELY TO LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

Export Regulation

The Software may be subject to US export control laws, including the US ExportAdministration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

Governing Law

These Terms of Use are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction)that would cause the application of Laws of any jurisdiction other than those of the State of Delaware.