Terms of Use

LAST MODIFIED: SEPTEMBER 2018

Welcome and thank you for visiting https://www.investnext.com (this “Website”), a Website operated by InvestNext, LLC (“InvestNext”). The Website is operated by InvestNext. By accessing or using this Website, you as the user (“you”) agree to be bound by the following terms and conditions (these “Terms”). Please read these Terms carefully before using this Website. These Terms are a legally binding agreement between you and InvestNext. If you are a customer of InvestNext or an end user accessing an investor portal, additional and/or different terms of use may apply to you, as indicated at the time you set up an account to access restricted portions of the Website.

BY ACCESSING OR USING THIS WEBSITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THESE TERMS, INCLUDING THEIR DISCLAIMERS AND LIMITATIONS OF LIABILITY. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU MAY NOT USE THIS WEBSITE.

 

Use of this Website

1. License. On the condition that you comply with all of your obligations under these Terms, InvestNext grants you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access this Website with a generally available web browser to view information and use this Website. Any other use of this Website is strictly prohibited and a violation of these Terms. InvestNext reserves all rights not expressly granted in these Terms, including, without limitation, rights of title, ownership, intellectual property and all other rights and interests in this Website and all related items.

2. Revision of these Terms. InvestNext may revise these Terms at any time with or without additional notice to you. Such revised Terms will be effective when posted on this Website. You should revisit these Terms on a regular basis, as revised versions will be binding upon you. You understand and agree that your continued access to or use of this Website after the effective date of changes to these Terms indicates your acceptance of such revisions.

3. Cessation of Service. InvestNext reserves the right to modify, terminate and suspend the operation of this Website, as well as the provision of any or all products or services via this Website, without notice or liability, at any time and for any or no reason in its sole and absolute discretion.

4. Risks Inherent in Electronic Mail. You understand that communications distributed by this Website may be distributed by electronic mail, which is by its nature insecure and unreliable. Electronic mail is subject to interception, misdirection and loss. In addition, an electronic mail message may be forwarded by its intended recipient to other unintended recipients. Any recipient of an electronic message sent by this Website may access the hyper-links to files contained on this Website, as this Website does not authenticate or validate the identity or authority of any person following a hyper-link contained in any such message.

Your Account

1. Account Creation. In order to access restricted portions of this Website (which may be governed by different Terms of Use and Privacy Policies), you are required to create an account on this Website (your “Account”) and provide your contact information. InvestNext reserves the right to refuse or reject any request to create an account for you for any or no reason at InvestNext’s sole discretion.

2. Responsibility. You are solely responsible for your Account, your contact information and other information made available through your Account or otherwise via this Website (your “Information”). You assume all risks associated with your Information, including reliance on its quality, accuracy or reliability by any other person or entity.

3. Termination.

a. By You. You may terminate your Account at any time by contacting InvestNext at legal@investnext.com.

b. By InvestNext. If InvestNext has reason to suspect that you have breached these Terms, or that any of your Information is not authorized, correct, current and complete, InvestNext may, in addition to taking or reserving any other remedies against you, terminate your Account. InvestNext reserves the right to erase any or all of your Information from this Website, as well as to terminate your Account without notice or liability, at any time and for any or no reason in its sole and absolute discretion. Any suspension, termination or cancellation of your Account shall not affect provisions of these Terms, such as indemnification and limitations of liability, that are by their nature intended to survive such suspension, termination or cancellation.

4. Prohibited Uses. You agree that:

a. you will not violate these Terms or any of InvestNext’s rights or use this Website to violate the rights of any third party such as copyright or trademark rights;

b. you will use your true legal name and true electronic mail address, and only provide accurate and complete information on this Website;

c. you will provide at your cost all equipment, software, mobile access and Internet access necessary for you to use this Website;

d. you will copy information from this Website only as necessary for your personal, non-commercial use to view, save, print, fax or e-mail such information;

e. you will not otherwise reproduce, modify, distribute, display or provide access to this Website or its content;

f. you will not create derivative works from, decompile, disassemble or reverse engineer any portion of this Website;

g. you will not upload to or distribute through this Website any binary code, macros or other executable code, or any file that contains any viruses, Trojan horses or other components designed to commandeer, limit or harm the functionality of a computer;

h. you will not record, process or mine information about other users, or access, retrieve or index any portion of this Website;

i. you will not remove or modify any copyright or other intellectual property notices that appear on this Website;

j. you will not access or use this Website in any manner that could damage, disable, overburden, place an unreasonable load on, interfere or attempt to interfere with the proper working of, or impair, this Website, its computer systems, network or the account of any other user;

k. you will not attempt to gain unauthorized access to any parts of this Website or any user accounts, or any of this Website’s computer systems or networks;

l. you will not use this Website in any way that is unlawful, harms InvestNext’s business, InvestNext’s service providers, licensors, representatives or any other user, or breaches any policy or notice on this Website;

m. you will not impersonate another person or misrepresent your affiliation with another person or entity, such as by using another person’s user name, password or other account information or another person’s name, likeness, image or photograph;

n. you will not charge any person for access to any portion of this Website or any information on this Website;

o. you will not access this Website through automated queries (such as by screen or database scraping, spiders, robots, crawlers or any other automated activity with the purpose of obtaining information from this Website) without InvestNext’s prior express written permission;

p. you will not engage in “framing” or “mirroring,” or otherwise simulate the appearance or functionality of this Website; and

q. you will not assist, encourage or enable others to do any of the preceding prohibited activities.

5. InvestNext’s Right to Use Your Information. As between you and InvestNext, your information that you make available from time to time on the Website (collectively, “Your Information”) is owned by you. You hereby irrevocably grant InvestNext a worldwide, perpetual, non-exclusive, royalty-free, fully paid-up, assignable, sublicensable, transferable rights to use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Information in connection with the Website and the services provided to you by the Website. Website

Representations and Warranties

You represent and warrant that:

1. you are 18 years or older and you have all requisite rights and authority to use the Website and to enter into these Terms;

2. the performance of your obligations under these Terms will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between you and third parties;

3. you will use the Website and services provided by the Website for lawful purposes only and subject to these Terms;

4. you are responsible for all use of the Website and services provided by the Website by persons accessing the Website and such services through your account;

5. you agree that InvestNext will not be liable for any losses incurred as a result of a third party’s use of the Website and services provided by the Website associated with your account, regardless of whether such use is with or without your knowledge and consent;

6. you will not use the Website and services provided by the Website in any manner that could damage, disable, overburden or impair the Website, or interfere with use of the Website or services by others;

7. any information submitted to the Website or InvestNext by you is true, accurate, and correct;

8. you understand that, except at expressly stated in these Terms, these Terms do not grant you any license to use, reproduce, distribute, display or provide access to any portion of this Website on third-party websites, or otherwise;

a. you will not attempt to gain unauthorized access to the Website or services provided by the Website, other accounts, computer systems, or networks under the control or responsibility of InvestNext through hacking, cracking, password mining, or any other unauthorized means;

9. you agree to immediately notify InvestNext of any unauthorized use of your account of which you become aware;

10. upon account creation, you are solely responsible for maintaining the confidentiality of your account names and password(s);

11. you are not a competitor of InvestNext and are not using the Website or services provided by the Website for reasons that are in competition with InvestNext;

12. if you use this Website in your capacity as an employee, owner or otherwise as an agent of another person or entity, you agree on behalf of yourself and such person or entity, jointly and severally, to be bound by these Terms;

13. you will not impersonate another person or misrepresent your affiliation with another person or entity, including using another person’s username, password or other account information or another person’s name, likeness, image or photograph; and

14. your consent to be bound to any Electronic Contract, whether by typing your name, checking a box, pressing a button, clicking through a link, or demonstrating other intent to be bound to such Electronic Contract, shall create a legal, valid and binding contract enforceable against you in accordance with its terms.

Intellectual Property

1. Content of this Website. InvestNext owns all of the content that is made available in connection with this Website (the “Website Content”), including visual interfaces, interactive features, graphics, designs, databases and their data, computer code, products, software and all other elements and components of this Website. InvestNext also owns the copyrights, trademarks, service marks, trade names and other intellectual and proprietary rights throughout the world associated with this Website and the Website Content, which are protected by copyright, trade dress, patent, trademark and other applicable intellectual property rights and laws. Notwithstanding the foregoing, InvestNext agrees that Your Information provided by you under these Terms shall remain, as between you and InvestNext, owned by you.

2. Restrictions. You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display, perform or in any way exploit any of the Website Content in whole or in part, except as expressly authorized by the applicable rights holder. Except as expressly and unambiguously provided by these Terms, InvestNext does not transfer to you any of InvestNext’s technology or other intellectual property or technology rights. All right, title and interest in and to InvestNext’s technology and intellectual property will remain solely with InvestNext.

3. Feedback. By providing ideas, suggestions, documents or proposals (“Feedback”) concerning this Website, you represent, warrant and agree that:

a. your Feedback does not contain the confidential proprietary information of third parties,

b. InvestNext is not under any obligation of confidentiality, express or implied, with respect to the Feedback; and

c. InvestNext may have something similar to the Feedback already under consideration or in development.

You hereby grant InvestNext a worldwide, perpetual, non-exclusive, royalty-free, fully paid-up, irrevocable, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense all Feedback, and you irrevocably waive, and cause to be waived, against InvestNext and the users of this Website, all claims and assertions of any moral rights contained in such Feedback.

Privacy

InvestNext respects your privacy and limits the sharing of data about you with third parties. Please consult InvestNext’s Privacy Policy for more information. By agreeing to these Terms, you acknowledge and consent to the use, sharing and disclosure of your personal information and data as described in such InvestNext Privacy Policy, as it may be amended from time to time.

Indemnification

You agree to indemnify, defend and hold InvestNext, as well as InvestNext’s parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, including the shareholders, officers, directors, employees, agents and representatives of each of them (collectively, the “InvestNext Parties”) harmless from any and all claims, liability, damages and costs (including, but not limited to, attorneys’ fees) arising out of or relating to:

1. your access to or use of this Website;

2. your violation of these Terms, including without limitation your breach of any representation or warranty;

3. your infringement, or the infringement of any third party using your Account, of any intellectual property or other right of any person or entity; or

4. the nature and content of all materials, Electronic Contracts, works, data, statements and other visual, graphical, written or audible communications of any nature submitted by you or otherwise processed through your Account.

InvestNext reserves the right to, but is not obligated to, assume the exclusive defense and control of any matter for which you are required to indemnify the InvestNext Parties, and you agree to cooperate with InvestNext’s defense of such claims. You agree not to settle any such matter without InvestNext’s prior written consent. InvestNext will use reasonable efforts to notify you of any such claim, action or proceeding when InvestNext becomes aware of it. Each of the InvestNext Parties is an express third party beneficiary of this indemnification provision, with full rights to enforce its terms.

Third Party Services

This Website includes links to third-party products, services and websites, as well as materials provided by third parties (collectively, “Third-Party Content”). Neither these Terms nor this Website endorse or take responsibility for any Third-Party Content. You agree that the InvestNext Parties are not responsible for the availability or contents of Third-Party Content. You understand that The InvestNext Parties have no obligation to, and generally do not, approve or monitor materials provided by third parties through this Website. Your use of Third-Party Content is at your own risk.

Limitations of Liability

1. No Consequential Damages. InvestNext shall not be liable for any indirect, special, incidental, exemplary, punitive or consequential loss or damage of any kind, including without limitation, lost business or profits, whether arising in tort (including negligence), equity, breach of contract or otherwise (and whether or not such damages are foreseeable or InvestNext has been advised of the possibility of such loss or damage). In no event will any of the officers, trustees, directors, partners, employees, consultants, beneficiaries, joint venturers, members, stockholders or other principals or representatives of InvestNext, ever be personally liable to you under, arising out of, or related to these Terms (including for direct or consequential damages), and you hereby waive the right to recover damages from any such persons.

2. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE InvestNext PARTIES’ MAXIMUM AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE WEBSITE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY. If applicable law limits the application of the above limitation of liability, InvestNext’s liability will be limited to the maximum extent permitted by law.

DISCLAIMER OF WARRANTIES

THIS WEBSITE IS PROVIDED “AS IS,” AND InvestNext: (i) MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (ii) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (iii) DOES NOT WARRANT THAT THIS WEBSITE IS OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THIS WEBSITE. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF InvestNext TO ANY THIRD PARTY. USE OF THIS WEBSITE IS AT YOUR SOLE RISK. InvestNext MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THIS WEBSITE. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you. In such event, such warranties are limited to the minimum warranty period allowed by the applicable law. Without limiting the generality of the foregoing, InvestNext does not make any warranty of any kind with respect to freedom from patent, trademark, or copyright infringement, or theft of trade secrets and InvestNext does not assume any liability hereunder for any infringement of any patent, trademark, or copyright arising from the use of the Website or rights granted or provided by InvestNext hereunder.

Miscellaneous

1. Governing Law. These Terms shall be governed by the laws of the State of Michigan, regardless of conflict of laws principles.

2. Arbitration. Any dispute, controversy or claim arising out of or in connection with or relating to your use of this Website or these Terms, or any breach or alleged breach these Terms, shall be submitted to a single arbitrator and settled by binding arbitration pursuant to the Commercial Rules then in effect of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the City of Southfield, Michigan. Judgment upon the award 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 THESE TERMS.

3. Export Laws. You acknowledge that technology utilized by this Website and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that InvestNext makes available to its users (collectively “Excluded Data”), may be subject to export control laws and regulations of the United States and other jurisdictions (collectively “Export Laws”). You represent and warrant that: (i) you are not located in, under the control of, or a national or resident of an embargoed country or prohibited end user under Export Laws; and (ii) you will not access, download, use, export or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by export laws, without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction it operates or does business. You are solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Website and Services. You shall advise InvestNext in the event the Excluded Data requires InvestNext to obtain additional licenses, permits and/or approvals from any government in the jurisdiction where you intend to use the Website or Services. Upon being advised of such a requirement, InvestNext may at its sole discretion: (a) terminate your Account; (b) obtain such licenses, permits, and/or approvals as may be required; or (c) modify these Terms such that additional licenses, permits, and/or approvals are no longer required to be obtained by InvestNext.

4. No Assignment. These Terms, and any rights or obligations under these Terms, are not assignable, transferable or sublicensable by you except with InvestNext’s prior written consent, but may be assigned or transferred by InvestNext without restriction. Any attempted assignment by you shall violate these Terms and be void. InvestNext may assign these Terms of Use without your consent.

5. Beneficiaries. Except as otherwise expressly stated in these Terms, nothing in these Terms is intended to, nor will be deemed to, confer rights or remedies upon any third party.

6. Amendments; Waivers. InvestNext may modify these Terms as provided in Section 1(b) (Revision of these Terms). These Terms may not be modified, amended, terminated or waived, in whole or in part, by you except by a written instrument signed by InvestNext. Except as expressly set forth herein, any failure of a party to take action in response to any breach of these Terms by the other party shall not constitute a waiver of such breach or of performance required by the other party; and no waiver of any provision of these Terms shall constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly provided therein.

7. Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of any delay or failure to perform as required by these Terms as a result of any cause or condition beyond such party’s reasonable control, so long as such party uses all commercially reasonable efforts to avoid or remove such causes of non-performance or delay.

8. Notices. To send notices to InvestNext, or if you have any questions regarding these Terms, please contact InvestNext at legal@investnext.com. InvestNext may provide you with notices, including notices of changes to these Terms, by electronic mail, regular mail or communications through this Website.

9. Entire Agreement. These Terms contain the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning the subject matter hereof. You may from time to time enter into binding legal agreements relating to certain services available through the Website, which may have terms that are different from those of these Terms. In the event of any inconsistency, the terms of such other agreement shall control with respect to such services.

10. Severability. If any provision of these Terms is deemed to be invalid or unenforceable, the remaining provisions of these Terms shall be valid and binding and of like effect as though such provision were not included.