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Terms and Conditions

Last updated: April 22, 2026

Please read these terms and conditions carefully before using Our Services.

BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DISAGREE WITH ANY PART OF THIS AGREEMENT, THEN YOU MAY NOT ACCESS THE SERVICES.

INVESTNEXT IS A FINANCIAL TECHNOLOGY COMPANY AND NOT A BANK. InvestNext provides you with access to products and services provided by third parties, including by Grasshopper Bank, N.A., an FDIC-insured depository institution (“Grasshopper”). Your Account deposits are held at Grasshopper and are FDIC-insured subject to FDIC limitations and requirements.

YOU AGREE THAT DISPUTES ARISING UNDER THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION UNLESS AGREED TO OTHERWISE BY THE PARTIES IN WRITING OR WHERE PROHIBITED BY APPLICABLE LAWS, AND BY ACCEPTING THIS AGREEMENT, YOU AND INVESTNEXT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS AGREEMENT. YOUR RIGHTS WILL BE DETERMINED BY A SINGLE ARBITRATOR AND NOT A JUDGE OR JURY AND YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. 

Capitalized terms not otherwise defined in the body of this Agreement are defined in Section 15 (Interpretation And Definitions).

1.  SAAS Services And Support

1.1  Subject to the terms of this Agreement, InvestNext will use commercially reasonable efforts to provide You the Services in accordance with the Service Level Terms set forth in Section 14 (Service Level Terms). As part of the registration process, You will identify an administrative user name and password for Your account.  We reserve the right to refuse registration of, or cancel passwords We deem inappropriate.

1.2  Subject to the terms hereof, InvestNext will provide You with reasonable technical support services in accordance with the terms set forth in Section 14 (Service Level Terms).

1.3  Subject to the terms and conditions hereof, InvestNext hereby grants to You, and You hereby accept, a limited, non-exclusive, non-assignable, revocable license to the proprietary rights of InvestNext and its licensors strictly for the purpose of using the Services as described in the applicable order form (an “Order Form”).

1.4  In order to use the “Incoming & Outgoing Funds” functionality of the Services, You must open a “Dwolla Platform” account (a “Dwolla Account”) provided by Dwolla, Inc. (“Dwolla”), and You must accept the Dwolla Terms of Service (available, as may be amended by Dwolla from time to time, here: https://www.dwolla.com/legal/dwolla-account-terms-of-service) and Dwolla Privacy Policy (available, as may be amended by Dwolla from time to time, here: https://www.dwolla.com/legal/privacy). Any funds held in the Dwolla Account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize InvestNext to share Your identity and any other required data with Dwolla for the purposes of opening and supporting Your Dwolla Account, subject to InvestNext’s compliance with all applicable data protection and privacy laws and regulations and Our Privacy Policy. You are solely responsible for the accuracy and completeness of that data. You understand that You can access and manage Your Dwolla Account through the Services, and Dwolla Account notifications will be sent by InvestNext, not Dwolla. We will provide customer support for Your Dwolla Account, including activity on it, and can be contacted at support@investnext.com. InvestNext makes no representations or warranties regarding Dwolla’s services and is not liable for any acts, omissions, errors, or failures of Dwolla or its financial institution partners.

1.5 If You engage in InvestNext’s accreditation service, You must also adhere to and are bound by Accredd Inc.’s (“Accredd”) terms of service available here, as may be amended by Accredd from time to time: https://accredd.com/legal/tos/.

1.6 If You engage in InvestNext’s “Fund Administration” products or services, You must also adhere to and are bound by the terms listed in Section 10 (Fund Administration Duties, Responsibilities And Limitations Of Liability).

2. Opening A Transact Account

2.1 Eligibility

Only business entities (e.g., C corporations, S-corporations, limited liability companies (LLCs) or limited liability partnerships (LLPs), sole proprietorships and partnerships, etc.) organized in the United States and their Users on their behalf may apply for a Transact Account and use the Services. InvestNext may, at any time and in its sole discretion, limit, expand, or modify the types of business entities that are eligible to apply for a Transact Account and use the Services. We retain the absolute right in our sole discretion to accept or reject any application, which may occur without Us providing a reason to You. To use the Services, Your Entity must be duly organized and remain in good standing under the laws of the jurisdiction of its organization at all times. Individual consumers (“Individuals”), companies, and other legal entities that are organized or established outside the United States are not permitted to use or attempt to open a Transact Account or use the Services. Your Transact Account is a commercial, non-household, non-consumer account, and, to the extent permitted by Applicable Laws, You acknowledge and agree that any rights under consumer protection laws and consumer-specific rules do not apply to Your use of the Services and the transactions You may conduct using Your Transact Account.

2.2 Requirements

Representations by You and Your Entity

By submitting an application for a Transact Account, You, as the Natural Person Applicant represent and warrant in an individual capacity and as an authorized representative of Your Entity that:

● You are at least eighteen (18) years old or the age of majority in Your jurisdiction if it is greater than eighteen (18) years;

● You have not previously been suspended, removed or deactivated from the Services;

● You are a legal resident of the United States;

● Your Entity is a business entity that is organized, registered, and located in the United States;

● Your Entity has a valid U.S. Employer Identification Number as required (EIN);

● Your Entity is validly existing and in good standing in its jurisdiction of organization;

● Your Entity is not deriving funds from, and is not currently engaged in and will not engage in any Prohibited Activities;

● You are authorized to provide information about Your Entity, submit the application on behalf of Your Entity, enter into binding agreements on behalf of Your Entity, authorize debits and credits from and to Linked Accounts, otherwise control, transact on, and manage Your Entity Transact Account;

● You are authorized to provide information about Your Investors, including all Personal Data and Company Data related to Your Investors, and have obtained or will obtain all necessary consents and authorizations from Your Investors to collect, share, and provide such information to InvestNext and its Service Providers for the purposes of providing the Services;

● You nor Your Entity are affiliated with a Prohibited Person;

● All information You provide to Us is and will be current, accurate, and complete;

● Your Entity will use its Transact Account exclusively for its business purposes and not for any personal, family, or household use;

● You have reviewed this Agreement and the terms, agreements, or policies incorporated by reference herein and agrees to be bound by them in Your individual capacity and agree to bind Your Entity to them;

● Your registration and Your use of the Services is in compliance with any and all Applicable Laws; and

● All Linked Accounts designated by You are held in the name of Your Entity, are business rather than consumer accounts and are not established or used for personal, family, or household purposes.

Required Information

You must provide Company Data to apply for and maintain a Transact Account and to access the Services. “Company Data” may include registered business name, business address, ownership details, contact information including email and phone number, tax identification number, the nature of the business, financial information, and any other business or personal information that We may require or request from time to time.

You may be required to provide certain data including, but not limited to, the names, contact information, personal addresses, social security numbers, dates of birth of Administrator Persons, Users and Beneficial Owners, and other identifying information (“Personal Data”). We may also require that You to provide certain documentary information used to verify Company Data and Personal Data such as organizational documents, proof of address, or personal identification.

InvestNext will use commercially reasonable efforts to keep the Company Data and Your and each User’s Personal Data that You provide to Us secure in Our systems, in accordance with Our Privacy Policy and Applicable Laws. However, it is Your sole responsibility to keep any provided Company Data and Personal Data current, complete, and accurate in Your Transact Account at all times. You acknowledge and understand that We make no representation or warranty regarding the security of such data. We may require, and You shall provide within a reasonable timeframe, additional information from You at any time, including Company Data and Personal Data, to assess Your Entity’s financial condition and business risks, for verification purposes, or for other legitimate business purposes.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW TRANSACT ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for You: When You open a Transact Account, InvestNext and the Bank will ask for Your name, address, date of birth and other information that will allow Us to identify You. We may also ask to see Your driver’s license or other identifying documents. You agree to provide the required information to open and maintain a Transact Account and agree to keep such information current. We may share this information with Service Providers for select purposes, as explained in Our Privacy Policy (available, as may be amended by Us from time to time at https://www.investnext.com/legal/privacy-policy/).

Verification and Validation of Information

InvestNext,  and Our Service Providers rely on the accuracy of the information You provide when opening and maintaining Your Transact Account. You may be required to verify information previously provided or provide at any time additional information in the course of applying for or receiving certain Services. You represent and warrant that You have obtained or will obtain all appropriate consent and authorization of any person, including without limitation Your end users (“Investors“), whose Personal Data or Company Data You provide before sharing such data with InvestNext. You agree to indemnify Us for any failure to do so. You acknowledge and agree that We may use and provide Company Data and Personal Data, including Investors’ information, to Service Providers to validate the information You have provided and determine Your eligibility for the Services, as described in the Privacy Policy. We may approve or deny Your application for a Transact Account or a particular Service or grant You or anyone seeking to access Your account with Your authorization provisional, limited access while Your application is pending additional review. We may deny Your application, interrupt provision of the Services or its access to You, any Entity or any User, or suspend or close Your Transact Account where, deemed in Our sole discretion, the information You provided is incomplete, inaccurate, or out of date.

Consent to Electronic Signature and Communications

You agree that establishing a Transact Account and indicating Your agreement to this Agreement electronically during such process constitute Your electronic signature to this Agreement. You also agree that Your electronic consent has and will have the same legal effect as a physical signature. By agreeing to this Agreement, You agree that this Agreement and all notices, communications, and disclosures made or given in connection with this Agreement or the Services may be created, executed, delivered and retained electronically.

2.3 Account Use Restrictions

Your Transact Account and the Services may not be (a) used for any purpose that is unlawful under Applicable Laws or prohibited by this Agreement, (b) used by You, Your Entity, or Your Users for any personal, family, or household use, (c) used for any transaction where funds are derived from or involving any Prohibited Activities, (d) provided to or used for any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State, (e) used or accessed by third parties who are not Your or Your Entity’s employees, contractors, or agents or who are otherwise unaffiliated with You or Your Entity, or who are not otherwise authorized to access Your Customer Account(s); (f) copied, modified, adapted or used to create derivative works of or republish the Services; (g) reverse engineered, decompiled, disassembled, or otherwise used to attempt to derive the source code of the Services; (h) accessed or used for purposes of comparison with or benchmarking against third party products or services or in order to build similar services or competitive services; (i) used to act as a service bureau; (j) used to gain or attempt to gain unauthorized access to the Services; or (k) used for any purpose not related to the business of Your Entity. We will not approve and may terminate Transact Accounts that We know or believe are deriving funds or engaged in any Prohibited Activities or otherwise do not comply with the restrictions in this Section, as determined in Our sole discretion. We may limit Your or Your authorized parties’ use of or access to certain Services or require that You provide additional information to open or maintain Your Transact Account where You or Your Entity is engaged in Restricted Activities, as determined in InvestNext’s sole discretion. We may update the lists of Prohibited Activities or Restricted Activities at any time. You agree to review these lists regularly and contact Us with any questions You have about how these lists may apply to You or Your Entity’s business. You agree to pay all Fines assessed against InvestNext for violations of the restrictions and requirements of this Section or any use of Your Transact Account in connection with any Prohibited Activities or Restricted Activities.

2.4 Data And Privacy

You acknowledge, understand, and agree that We may collect, process, and share Company Data and Personal Data with Our Service Providers in order to provide You with the Services, in a manner consistent with our obligations under Applicable Laws, or as otherwise described in this Agreement and the Privacy Policy.

3.  Restrictions And Responsibilities

3.1  You will not, directly or indirectly, without the express written approval from InvestNext or as authorized within the Services: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software; use the Services or any Software for time-sharing or service bureau purposes or otherwise for the benefit of a third party unaffiliated with You or Your Entity; or remove any proprietary notices or labels. 

3.2  Further, You may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. As defined in FAR Section 2.101, the Software and its documentation are “commercial items” and, according to DFAR Section 252.2277014(a)(1) and (5), are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR Section 227.7202 and FAR Section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement or by Our express written consent.  

3.3  You represent, covenant, and warrant that You will use Your Customer Accounts and the Services only in compliance with InvestNext’s standard published policies then in effect and all Applicable Laws.  You hereby agree to indemnify and hold harmless Us against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Your use of Services. Although We have no obligation to monitor Your use of Your Customer Accounts or the Services, We may do so and may prohibit any use of the Services We believe may be (or alleged to be) in violation of the foregoing.

3.4  You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use Your Customer Accounts and the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of Your Equipment, Customer Accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Your Customer Accounts or Equipment with or without Customer’s knowledge or consent.

3.5 You acknowledge and understand that InvestNext does not market, solicit or distribute investments. Your use of Our software does not constitute an offer or solicitation by InvestNext of investments or investment material. INVESTNEXT DOES NOT PROVIDE, AND HAS NOT PROVIDED, ANY UNDERWRITING SERVICES, INVESTMENT ADVICE, INVESTMENT RECOMMENDATIONS, DUE DILIGENCE SERVICES, SUITABILITY DETERMINATIONS, OR ANY OTHER FORM OF INVESTMENT-RELATED ADVISORY SERVICES TO YOU, YOUR ENTITY, YOUR INVESTORS, OR ANY OTHER PERSON WHATSOEVER. INVESTNEXT DOES NOT EVALUATE, ASSESS, ENDORSE, OR MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE MERITS, RISKS, SUITABILITY, OR APPROPRIATENESS OF ANY INVESTMENT OPPORTUNITY, SECURITY, OR FINANCIAL PRODUCT THAT MAY BE OFFERED, MARKETED, OR DISCUSSED THROUGH OR IN CONNECTION WITH THE SERVICES. ANY INVESTMENT DECISIONS MADE BY YOU, YOUR ENTITY, OR YOUR INVESTORS ARE MADE INDEPENDENTLY AND AT YOUR OR THEIR SOLE RISK AND DISCRETION. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR CONDUCTING YOUR OWN DUE DILIGENCE, UNDERWRITING, AND EVALUATION OF ANY INVESTMENT OPPORTUNITIES AND FOR CONSULTING WITH YOUR OWN LEGAL, TAX, FINANCIAL, AND OTHER PROFESSIONAL ADVISORS REGARDING ANY INVESTMENT DECISIONS.

4.  Confidentiality, Proprietary Rights

4.1  Each party that receives Proprietary Information (the “Receiving Party”) understands that the other party may have disclosed or may disclose such Proprietary Information (the “Disclosing Party”).  Proprietary Information of InvestNext includes non-public information regarding features, functionality and performance of the Services.  Your Proprietary Information includes non-public data provided by You to Us to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information that are at least as protective as it uses for its own confidential information of similar importance, but in no event less than standard industry standards and practices, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law, provided that the Receiving Party provides prompt notice to the Disclosing Party of such requirement and cooperates in any effort to seek a protective order for the Proprietary Information to be disclosed.  

4.2  You shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services.  InvestNext shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.   

4.3  Notwithstanding anything to the contrary, You agree to grant to InvestNext the perpetual, royalty-free, world-wide, non-assignable, and irrevocable right to collect and analyze any data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and  InvestNext will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other InvestNext offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.  InvestNext shall not transmit or transfer your data to any third parties except as necessary to fulfill this Agreement and provide the Services as described herein, or as otherwise required by Applicable Laws. No rights or licenses are granted except as expressly set forth herein.    

4.4 Intellectual Property: The Services and its original data (excluding any Company Data or Personal Data provided by You or other Users), features and functionality are and will remain the exclusive property of InvestNext and its licensors.

The Services are protected by copyright, trademark, and other laws of both the Country and, where applicable, foreign countries.

Our trademarks, trade dress, and any other intellectual property may not be used in connection with any product or service without Our prior written consent.

5.  Payment Of Fees

5.1  You will pay InvestNext the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”).  If Your use of the Services exceeds the Service Capacity as defined and set forth on the Order Form or otherwise requires the payment of additional fees, expenses, or costs (per the terms of this Agreement and the applicable Order Form), You shall be billed for such usage, and You agree to pay the additional fees in the manner provided herein.  We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term (as defined and provided in the applicable Order Form) or then current renewal term, upon thirty (30) days prior notice to You (which may be sent by email). If You believe that We have billed You incorrectly, You must contact Us no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Our customer support department.

5.2  We may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Us no later than thirty (30) days after the date of the invoice.  Unpaid amounts are subject to a finance charge of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Our net income.

5.3 You are solely responsible for Your, and Your Investors payment activity initiated using your Customer Accounts including, without limitation, any fraudulent activity, except to the extent such fraudulent activity results from InvestNext’s gross negligence or willful misconduct. InvestNext has no obligation to monitor or ensure that Your funds required to complete a payment will be available. Any payment sent or received by You or Your Investors may: (a) be reversed in accordance with our, Dwolla or its financial institution partners, or Grasshopper’s risk management policies, (b) be reversed in accordance with Applicable Laws, including without limitation, by ACH return as defined under the Nacha Rules, (c) fail due to Your error or Your Investor’s error, (d) fail due to the provision of inaccurate information by You or Your Investor; or (e) be cancelled or rejected by Your Investor or Your Investor’s financial institution (each, a “Reversal”). You are liable to InvestNext for any and all losses caused by Reversals and any other activities on Your Customer Accounts. InvestNext reserves the right, in Our sole discretion, to limit, freeze, suspend, restrict access to, or terminate your Customer Accounts. You authorize InvestNext to recover any such amounts due to InvestNext by immediately debiting the available balance in Your applicable Customer Account. If the available balance in Your applicable Customer Account is insufficient to cover any Reversals or other fees, costs, or charges owed to Us, You authorize InvestNext to take any of the following actions to recover the remaining amounts from You: debit Your other Customer Account(s); request immediate payment from You, engage in collection efforts; and pursue any rights or remedies available to InvestNext under this Agreement or Applicable Laws for failure to pay amounts owed to InvestNext, including, without limitation, termination for non-payment upon thirty (30) days’ prior written notice and recovery of reasonable attorneys’ fees and collection costs.

Please note: You are not required to reach out to Dwolla or Grasshopper or pay any additional fees, costs, or expenses in order to comply with Sections 1.4 or 1.5. All prompts to pay Fees will take place within InvestNext’s software.

6.  Term And Termination

6.1  Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

6.2  In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ written notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach with thirty (30) day notice period.  You will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, InvestNext will make all Customer Data, Personal Data, and applicable Company Data available to You for electronic retrieval for a period of thirty (30) days, but thereafter We may, but is not obligated to, delete stored Customer Data. All Sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 

6.3 InvestNext, its Affiliates, Service Providers, agents, suppliers or licensors shall not be liable for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond Our reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, lockdowns, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. Our obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this Agreement by You. In the event of any failure of the Services due to these unforeseen events or circumstances and Our subsequent inability to cure such failure with sixty (60) days of the event or circumstance, then Your sole and exclusive remedy pursuant to this Section 6.3 shall be the termination of this Agreement and, to the maximum extent permitted under applicable law, You hereby waive and relinquish any and all other rights or remedies it may have at law or in equity.

6.4 InvestNext reserves the right, in its sole and absolute discretion, to terminate or suspend this Agreement, Your access to the Services, and any and all Customer Accounts (including Transact Accounts and Dwolla Accounts) immediately, at any time, for any reason or no reason whatsoever, with or without prior notice or liability. Such reasons may include, without limitation, if You breach this Agreement, engage in conduct that InvestNext believes may expose InvestNext to liability or harm its business interests, or for InvestNext’s convenience. Upon any such termination, Your right to use the Services and access Your Customer Accounts will cease immediately.

7.  Warranty And Disclaimer

InvestNext shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services.  The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by InvestNext or by its Service Providers, or because of other causes beyond Our reasonable control, but We shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8.  Indemnity

InvestNext shall hold You harmless from liability to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, provided InvestNext is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. However, InvestNext will not be responsible for any settlement it does not approve in writing.  The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by Us, (ii) made in whole or in part in accordance with Your requests or specifications, (iii) that are modified after delivery by You, (iv) combined by You with other products, processes or materials where the alleged infringement relates to such combination, (v) where You continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Your use of the Services is not strictly in accordance with this Agreement.  If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Us to be infringing, We may, at Our sole option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for You a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Your rights hereunder and provide You with a pro-rata refund of any prepaid, unused Fees for the Services covering the period after the effective date of termination. 

9.  Limitation Of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR (I)BODILY INJURY OF A PERSON, (II) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (III) FRAUD, OR (IV) BREACH OF CONFIDENTIALITY AND PRIVACY OBLIGATIONS, INVESTNEXT, OUR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS, SERVICE PARTNERS, AND THIRD-PARTY SERVICE PROVIDERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Notwithstanding any damages that You might incur, the entire liability of InvestNext and any of Our Service Providers under any provision of this Agreement and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Services or $100 USD if You haven’t purchased anything through the Services.

To the maximum extent permitted by Applicable Laws, in no event shall InvestNext or Our suppliers (including Our Service Providers) be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Services, third-party software and/or third-party hardware used with the Services, or otherwise in connection with any provision of this Agreement), even if We or any of Our suppliers (including Our Service Providers) has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each aforementioned party’s liability will be limited to the greatest extent permitted by law.

10.  Fund Administration Duties, Responsibilities And Limitations Of Liability

10.1  InvestNext shall be responsible for the performance of only such duties as are set forth in this Agreement. In the performance of Our duties hereunder, We shall be obligated, as applicable, to exercise the due care and diligence of a professional fund administrator in providing the services called for in this Agreement and in all events shall act in good faith in performing the services provided for under this Agreement.

10.2 INVESTNEXT DISCLAIMER REGARDING INVESTORS

InvestNext is a financial technology platform that enables You to create Customer Accounts and facilitate transactions with Your Investors. InvestNext does not provide banking, financial advisory, underwriting, or fiduciary services.

No Fiduciary Relationship. InvestNext does not act as a fiduciary to You, Your Entity, or Your Investors. You are solely responsible for managing Investor relationships, making investment decisions, and ensuring compliance with all applicable securities laws and fiduciary duties owed to Your Investors.

Your Responsibilities Regarding Investors. You are solely responsible for:

No Guarantee or Oversight. InvestNext does not verify, guarantee, or assume responsibility for the accuracy of fund accounting, the propriety of fund usage, or the fulfillment of any obligations You may have to Your Investors.

NO TAX ADVICE DISCLAIMER: FUND ADMINISTRATION PRODUCTS AND SERVICES DO NOT CONSTITUTE TAX ADVICE, TAX COUNSEL, OR TAX FILING OR REPORTING ASSISTANCE AND SHOULD NOT BE RELIED UPON AS TAX, LEGAL, OR INVESTMENT ADVICE. YOU SHOULD CONSULT WITH YOUR OWN TAX, LEGAL, AND FINANCIAL ADVISORS REGARDING YOUR SPECIFIC CIRCUMSTANCES. INVESTNEXT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING TAX TREATMENT, COMPLIANCE, OR REPORTING OBLIGATIONS.

NO UNDERWRITING OR INVESTMENT ADVISORY SERVICES DISCLAIMER: INVESTNEXT DOES NOT PROVIDE, AND SHALL NOT BE DEEMED TO PROVIDE, ANY UNDERWRITING SERVICES, INVESTMENT BANKING SERVICES, BROKER-DEALER SERVICES, INVESTMENT ADVISORY SERVICES, FINANCIAL PLANNING SERVICES, DUE DILIGENCE SERVICES, SUITABILITY ANALYSES, INVESTOR QUALIFICATION DETERMINATIONS, OR ANY OTHER FORM OF INVESTMENT-RELATED PROFESSIONAL SERVICES TO YOU, YOUR ENTITY, YOUR INVESTORS, OR ANY OTHER PERSON OR ENTITY WHATSOEVER. THE SERVICES ARE LIMITED TO TECHNOLOGY PLATFORM AND ADMINISTRATIVE SERVICES ONLY. INVESTNEXT DOES NOT EVALUATE, UNDERWRITE, RECOMMEND, ENDORSE, APPROVE, OR OPINE ON THE FINANCIAL CONDITION, CREDITWORTHINESS, INVESTMENT MERIT, OR SUITABILITY OF ANY INVESTMENT OPPORTUNITY, SECURITY, FUND, ISSUER, INVESTOR, OR TRANSACTION. ANY SUCH DETERMINATIONS ARE YOUR SOLE RESPONSIBILITY. INVESTNEXT EXPRESSLY DISCLAIMS ANY DUTY OR OBLIGATION TO CONDUCT ANY UNDERWRITING, DUE DILIGENCE, BACKGROUND CHECKS, FINANCIAL ANALYSIS, RISK ASSESSMENT, OR SIMILAR EVALUATION WITH RESPECT TO ANY INVESTMENT, INVESTOR, OR TRANSACTION CONDUCTED THROUGH OR IN CONNECTION WITH THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL INVESTMENT DECISIONS, UNDERWRITING DETERMINATIONS, INVESTOR QUALIFICATIONS, REGULATORY COMPLIANCE, AND DUE DILIGENCE ACTIVITIES.

10.3  InvestNext shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by You in connection with the matters to which this Agreement relates, except for liability pursuant to Section 5 (Payment Of Fees) hereunder, and liability for a loss or expense directly caused by or resulting from willful misfeasance, gross negligence on Our part in the performance of or from reckless disregard by Us of Our obligations and duties specifically set forth in this Agreement. Neither party shall be liable for any special, indirect, incidental, punitive, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees, loss of profits, loss of business, loss of data, or costs of procurement of substitute services) under any provision of this Agreement, even if such party has been advised of the possibility of such damages. We shall be treated under the law as a service provider, and do not assume any fiduciary duties to Customer or Customer’s Investors. You acknowledge and agree that InvestNext is not acting as a fiduciary, advisor, underwriter, broker-dealer, investment advisor, or in any similar capacity, and that You are solely responsible for all investment decisions, underwriting determinations, due diligence activities, investor suitability assessments, and compliance with Applicable Laws.

10.4  Subject to Sections 10.1, 10.2, and 10.3 above, InvestNext shall not be responsible for, and You shall indemnify, defend and hold Us harmless from and against any and all third-party claims, demands, losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities incurred by Us or any of our affiliates, representatives, agents as have been disclosed to You, in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to:

10.5(a) any and all actions of InvestNext, its officers, affiliates, representatives, employees or agents required to be taken pursuant to this Agreement;

10.5(b) the reasonable reliance on or use by InvestNext or its officers or agents of information, records, or documents which are received by InvestNext or its officers or agents and furnished to them by or on behalf of You, and which have been prepared or maintained by You or any third party on behalf of You;

10.5(c) Your refusal or failure to comply with the terms of this Agreement or Your lack of good faith, or Your actions, or lack thereof, involving negligence or willful misfeasance;

10.5(d) the breach of any representation or warranty of You;

10.5(e) the taping or other form of recording of telephone conversations or other forms of electronic communications with members, or reasonable reliance by InvestNext on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized;

10.5(f) the reliance on or the carrying out by InvestNext or its officers, representatives, or agents of any instructions reasonably believed to be given by You or by a duly authorized person, or requests of You or recognition by Us of any certificates representing member interests (if any) which are reasonably believed to bear the signatures of the officers of You and the countersignature of any transfer agent or registrar of You;

10.5(g) any delays, inaccuracies, errors in or omissions from information or data provided to InvestNext by data, corporate action, pricing services or securities brokers and dealers;

10.5(h) the offer or sale of securities by You in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state;

10.5(i) any failure of Your offering documents to comply with Applicable Laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading;

10.5(j) the failure of You to comply with applicable securities, tax, commodities and other laws, rules and regulations; and

10.5(k) all actions, inactions, omissions, or errors caused by or resulting from the willful misfeasance, bad faith or negligence of third parties to whom InvestNext or You has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by You, provided that each of such third parties was chosen by You.

10.6 Further, You shall indemnify, defend, and hold harmless InvestNext, Our employees and any contractors or affiliates of InvestNext who has been appointed to serve as an officer of You from and against, any and all third-party claims, demands, losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities incurred by Us or any such employees acting in a capacity as an officer of You, provided such officer acted in good faith and in a manner he/she reasonably believed was in or not opposed to the best interests of You.

10.7 In performing its services hereunder, InvestNext shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from You and Your custodian, officers and members, agents and other service providers which We reasonably believe to be genuine, valid and authorized, and shall be indemnified and defended by You for any loss or expense caused by such reasonable reliance.

10.8 The indemnification obligations contained hereunder shall survive the termination of this Agreement.

11.  Severability And Waiver

11.1  If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 

11.2 Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

12.  Transfer

This Agreement is not assignable, transferable or sublicensable by You except with InvestNext’s prior written consent.  We may transfer and assign any of Our rights and obligations under this Agreement without Your consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Us in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

13. Non-Solicitation

During the Term and for twelve (12) months after its expiration or earlier termination, You agree to not, directly or indirectly, for Yourself or on behalf of any other person or entity, solicit or attempt to solicit any employee, affiliates, contractors or other personnel associated with InvestNext.

14. Service Level Terms

The Services shall be available 99.8% of the time, measured monthly, excluding federal holidays and weekends and scheduled maintenance (provided that We give You at least twenty-four (24) hours advance notice).  If You request maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance.  Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond InvestNext’s control will also be excluded from any such calculation. Your sole and exclusive remedy, and Our entire liability in connection with Service availability, shall be that for each period of downtime lasting longer than one hour, We will credit You 5% of Service Fees for each period of thirty (30) or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day.  Downtime shall begin to accrue as soon as You (with  to Us) recognize that downtime is taking place, and continues until the availability of the Services is restored.  In order to receive downtime credit, You must notify Us in writing within twenty (24) hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit.  Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event.  We will only apply a credit to the month in which the incident occurred.  Our blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Us to provide adequate service levels under this Agreement.

15. Interpretation And Definitions

15.1 Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

15.2 Definitions

For the purposes of this Agreement:

16. Acknowledgment

This is the Agreement between You and InvestNext that governs the use of this Service. This Agreement sets out the rights and obligations of all parties regarding the use of the Services.

Your access to and use of the Services is conditioned on Your continued acceptance of and compliance with this Agreement. This Agreement applies to all visitors, users and others who access or use the Services.

By accessing or using the Services, You agree to be bound by this Agreement. If You disagree with any part of this Agreement, then You may not access the Services.

You represent that You are over the age of 18. InvestNext does not permit those under the age of 18 to use the Services.

Your access to and use of the Services is also conditioned on Your acceptance of and compliance with InvestNext’s Privacy Policy. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Services or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Services.

17. Placing Orders For Goods

We may place Goods for Your purchase through the Service from time to time. By placing an Order for Goods through the Services, You warrant that You are legally capable of entering into binding contracts.

17.1 Your Information

If You wish to place an Order for Goods available on the Services, You may be asked to supply certain information relevant to Your Order including, without limitation, Your name, Your email, Your phone number, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.

You represent and warrant that: (i) You have the legal right to use any credit or debit card(s) or other payment method(s) in connection with any Order; and that (ii) the information You supply to Us is true, correct and complete.

By submitting such information, You grant Us the right to provide the information to payment processing third parties for purposes of facilitating the completion of Your Order.

17.2 Order Cancellation

We reserve the right to refuse or cancel Your Order at any time for certain reasons including but not limited to:

We reserve the right to refuse or cancel Your Order if fraud or an unauthorized or illegal transaction is suspected.

17.3 Your Order Cancellation Rights

New Orders may not be cancelled or returned after they have been placed.  Signed quotes and/or contracts represent a binding agreement between the parties.  

Order Forms, unless expressly stating otherwise, will automatically renew for a period consistent with the original terms of its Subscription – such as monthly, quarterly or annually.  Order Forms with annual terms will automatically renew for an additional twelve (12) months at the end of each term unless canceled by either party.  Order Forms with quarterly terms will automatically renew for an additional three (3) months at the end of each term unless canceled by either party.  Order Forms with monthly terms will automatically renew for an additional one (1) month at the end of each term unless canceled by either party. You may cancel an Order Form by providing written notice to InvestNext at least thirty (30) days before the end of its current term. If such notice is not received, the Order Form will renew according to the above.

17.4 Availability, Errors And Inaccuracies

We are constantly updating Our offerings of Goods on the Services. The Goods available on Our Services may be mispriced, described inaccurately, or unavailable, and We may experience delays in updating information regarding Our Goods on the Services and in Our advertising on other websites.

We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

17.5 Prices Policy

InvestNext reserves the right to revise its prices at any time prior to accepting an Order.

The prices quoted may be revised by InvestNext subsequent to accepting an Order in the event of any occurrence affecting delivery caused by government action, variation in customs duties, increased shipping charges, higher foreign exchange costs and any other matter beyond Our control. In that event, You will have the right to cancel Your Order, but not the applicable Order Form or this Agreement.

17.6 Payments

All Goods purchased are subject to a one-time payment. Payment can be made through various payment methods We have available, such as Visa, MasterCard, Affinity Card, American Express cards or online payment methods (PayPal, for example).

Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer. If We do not receive the required authorization or any other requisite information for the processing of such payment, We will not be liable for any delay or non-delivery of Your Order.

18. Subscriptions

18.1 Subscription Period

The Services or some parts of the Services are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as monthly, quarterly, or annually), depending on the type of Subscription plan You select when purchasing the Subscription.

Your Subscription will automatically renew pursuant to the terms set forth in Section 17.3 (Your Order Cancellation Rights) unless You cancel it or InvestNext cancels it.

18.2 Subscription Cancellations

You may cancel Your Subscription renewal by providing written notice to InvestNext at least thirty (30) days before for the end of the current Subscription term, by contacting Us at legal@investnext.com. Upon cancellation, You will not receive a refund for the Fees You already paid for Your current Subscription period and You will be able to access the Services until the end of Your current Subscription period.

18.3 Billing

You shall provide Us with accurate and complete billing information including, but not limited to, Your full legal name, address, city, state, zip code, telephone number, and valid payment method information (“Billing Information”).

Should automatic billing fail to occur for any reason, We will issue an electronic invoice indicating that You must proceed manually, within a deadline date specified on the invoice or otherwise provided to You in writing, with the full payment corresponding to the billing period as indicated on the invoice. Failure to make timely payments by the specified deadline may result in suspension or termination of Your access to the Services.

18.4 Fee Changes

InvestNext, in its sole discretion and at any time, may modify the Fees. Any Fee change will become effective at the end of the then-current Subscription period.

We will provide You with reasonable prior notice of any change in Fees to give You an opportunity to terminate Your Subscription before such change becomes effective.

If You do not terminate Your Subscription within thirty (30) days of receiving notice of the Fees change, Your continued use of the Services after the Fees change comes into effect shall constitute Your agreement to pay the modified Fees amount.

18.5 Refunds

We may consider refund requests for paid Fees on a case-by-case basis and granted at Our sole discretion, except when required by Applicable Laws.

18.6 Free Trial

InvestNext may, at its sole discretion, offer a Subscription with a free trial for a limited period of time.

You may be required to enter Your Billing Information in order to sign up for the free trial.

If You do enter Your Billing Information when signing up for a free trial, You will not be charged by InvestNext until this free trial has expired. On the last day of the free trial period, unless You cancelled Your Subscription, You will be automatically charged the applicable Fees for the type of Subscription You have selected.

At any time and without notice, InvestNext reserves the right to (i) modify the terms and conditions of the free trial offer, or (ii) cancel such free trial offer, provided that any free trial already commenced shall continue under the terms in effect when such trial began.

19. Promotions

Any Promotions made available through the Services may be governed by rules that are separate from this Agreement.

If You participate in any Promotions, please review its applicable rules as well as Our Privacy policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will apply.

20. Your Feedback To Us

You assign all rights, title and interest in any Feedback You provide to Us. If for any reason such assignment is ineffective, You agree to grant Us a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

Our Services may contain links to third-party web sites or services that are not owned or controlled by Us.

InvestNext has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

22. “AS IS” And “AS AVAILABLE” Disclaimer

The Services is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under Applicable Laws, InvestNext, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, We provide no warranty or undertaking, and make no representation of any kind that the Services will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither InvestNext nor any of our Service Providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Services, or the information, content, and materials or products included thereon; (ii) that the Services will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Services; or (iv) that the Services, its servers, the content, or e-mails sent from or on behalf of InvestNext are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case, the exclusions and limitations set forth in this Section shall be applied to the greatest extent enforceable under applicable law.

23. Governing Law

The laws of the State of Michigan, USA, excluding its conflicts of law rules, shall govern this Agreement and Your use of the Services. Any disputes or actions requiring judicial proceedings that are not subject to mandatory arbitration as detailed in Section 28 (Dispute Resolution; Arbitration; No Class Actions) shall be adjudicated in a federal or state court in Wayne County, Michigan, USA. Your use of the Application may also be subject to other local, state, national, or international laws applicable in the jurisdiction of Your usage. 

24. For European Union (EU) Users

If You are a European Union consumer, You will benefit from any mandatory provisions of the law of the country in which You are resident.

25. United States Federal Government End Use Provisions

If You are a U.S. federal government end user, Our Services is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101.

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

27. Translation Interpretation

This Agreement may have been translated if We have made it available to You on Our Services. You agree that the original English text shall prevail in the case of a dispute.

28. Dispute Resolution; Arbitration; No Class Actions

If You have any concern or dispute about the Services, You agree to first try to resolve the dispute informally by contacting Us in writing at legal@investnext.com within sixty (60) days of the event giving rise to the dispute. We will attempt to resolve the dispute informally by contacting You via email. If a dispute is not resolved within ninety (90) days after submission, either party may initiate arbitration as set forth below.

Notwithstanding any other provision of this Agreement, the parties agree that any dispute, controversy, or claim arising out of or in connection with or relating to this Agreement or any breach or alleged breach thereof shall be determined exclusively by confidential binding arbitration administered by either (i) the American Arbitration Association in accordance with its Commercial Arbitration Rules, or (ii) Resolute Systems, LLC, in accordance with its Commercial Arbitration Rules, as such rules are in effect at the time the arbitration is commenced. The arbitration shall be conducted by a single arbitrator selected in accordance with the applicable rules. The arbitration proceeding shall be held in Detroit, Michigan or any other location mutually agreed upon by the parties. The prevailing party (as determined by the arbitrator) shall be entitled to its reasonable attorney’s fees, costs and expenses related to the arbitration. Judgment upon the award shall be final and binding upon the parties and may be entered in any court of competent jurisdiction. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT THAT IS NOT SUBJECT TO ARBITRATION AS PROVIDED HEREIN.

YOU ACKNOWLEDGE AND AGREE TO WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU AND INVESTNEXT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND INVESTNEXT AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF ANY PORTION OF THIS ARBITRATION PROVISION IS DEEMED INVALID OR UNENFORCEABLE, THE REMAINDER OF THIS ARBITRATION PROVISION SHALL REMAIN IN FORCE. HOWEVER, IF THE CLASS ACTION WAIVER IS FOUND TO BE INVALID OR UNENFORCEABLE, THE ENTIRE ARBITRATION PROVISION SHALL BE NULL AND VOID.

29. Whole Agreement; Changes To This Agreement

This Agreement and any terms, agreements or policies incorporated by reference constitute the entire understanding of the parties with respect to the subject matter described and supersede all other proposals or previous understandings, written or oral, between the parties. No other agreements, representations, or warranties other than those provided in this Agreement and any terms, agreements or policies incorporated by reference, will be binding unless in writing and signed by InvestNext and You.

We reserve the right, at Our sole discretion, to modify or replace this Agreement at any time. If a revision is material and potentially to Your detriment, We will make reasonable efforts to provide at least thirty (30) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Services after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Services.

30. Contact Us

If You have any questions about this Agreement, You can contact Us:By email: legal@investnext.com