By entering the website currently located at www.nxtcapital.com (the “Site”) of NXT Capital, LLC and its affiliates (collectively, “NXT Capital” or “we” or “us” or “our”), you accept and agree to follow the terms and conditions described in these Terms and Conditions of Use (“Terms of Use”). These Terms of Use are a binding agreement between you and NXT Capital, and govern your access to and use of the Site, which includes any information, text, software, photos, video, graphics, audio, data, tools, products, services and other content (together, “Content”) available on or through the Site. These Terms of Use hereby incorporate by this reference any additional terms and conditions posted by NXT Capital through the Site, or otherwise made available to you by NXT Capital.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ENTERING THE SITE. EACH TIME YOU ENTER THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS OF USE IN ITS THEN-CURRENT FORM. BY USING THE SITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THESE TERMS OF USE. IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SITE ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THESE TERMS OF USE ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS OF USE. REFERENCES TO “YOU” AND “YOUR” IN THESE TERMS OF USE WILL REFER TO BOTH THE INDIVIDUAL USING THE SITE AND TO ANY SUCH ORGANIZATION. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THESE TERMS OF USE, PLEASE EXIT AND DO NOT ACCESS OR USE THE SITE, OR REQUEST OR DOWNLOAD ANY CONTENT FROM THE SITE.

THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 11 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

 

1. Limited License to Use the Site

NXT Capital grants to you a limited right to use the Site for your own internal, personal, non-commercial and informational purposes only, and to print pages from the Site only in connection with that use, in each case subject to these Terms of Use. In certain instances, however, the ability to print or reproduce pages or Content from the Site may be limited or prohibited. This license does not include any of the following, all of which are prohibited: any resale or commercial use of the Site or its contents; any collection and use of any product or service listings, descriptions, or prices; any derivative use of the Site or Content; or any use of data mining, robots, or similar data gathering and extraction tools. You agree to use the Site for lawful purposes only. You shall not post or transmit through the Site any information or material which violates or infringes, in any way, the rights of others, or which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, harassing, or otherwise objectionable. Nor shall you post or transmit through the Site any information or material which encourages conduct that would constitute a criminal offense, give rise to liability or otherwise violate any law or administrative ruling or guidelines, is in violation of these Terms of Use, or which, without NXT Capital’s prior written approval, contain advertising or any solicitation with respect to products or services. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of NXT Capital without express written consent from NXT Capital. You may not use any meta tags or any other “hidden text” utilizing NXT Capital’s name, trademarks or service marks without the express written consent of NXT Capital. Any conduct by you that, in NXT Capital’s opinion, restricts or inhibits any other user from using or enjoying the Site is not permitted.

You may not, nor will you, modify, distribute, transmit, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and any other source-identifying symbols, designs, icons, images, or other information, software or code or other Content obtained from the Site. In addition, you are prohibited from decomposing, decompiling, reverse engineering, disassembling or otherwise deconstructing all or any portion of the Site or otherwise using any information contained in this Site for any purpose other than as specifically described above. Without limiting the foregoing, you must not disclose any information contained within this Site, in whole or in part, to the press or otherwise make it available to third parties or the public in any manner.

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Site.

All materials at the Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices. Any disclaimers, terms of use, limitations, restrictions or disclosures apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

Your continuing right to use the Site is subject to your compliance with these Terms of Use in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site. At any time and for any reason we may revoke your right to use all or any portion of the Site.

2. No Reliance; No Offering

All content provided on this Site is for informational purposes only. Any estimates, projections or predictions on this Site are intended to be forward-looking statements. Although NXT Capital believes that the expectations in such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such estimates are subject to actual known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those projected. NXT Capital expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in its expectations or any change in circumstances upon which such statement is based. No statements contained on this Site should be construed as a guarantee or assurance of future performance or future results. As economic and market conditions change, performance generated during a prior period might not be repeatable going forward. NXT Capital’s past performance is not indicative of future results.

No information found on this Site constitutes an offering of advisory services or an offer to sell or a solicitation of an offer to purchase or subscribe for any securities. Offerings of securities may be made in connection with a private offering memorandum in compliance with the Securities Act of 1933, as amended, and related rules and regulations or as otherwise permitted under the law. In the case that an offering of securities is made in accordance with the terms of a private offering memorandum or as otherwise permitted under the law, such offering may be limited to investors who are accredited investors, knowledgeable employees, and in some cases, offerings of securities will only be made to the extent certain investors are also qualified purchasers.

There are various risks you assume when reviewing the content on this Site. You agree that we are not liable for any action you take or decision you make in reliance on any content on the Site.

We are not generally obligated to update this Site. We make reasonable efforts to provide accurate content, but at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate. Dated content speaks only as of the date indicated. NXT Capital does not warrant or guaranty the accuracy or completeness of the information it makes available on the Site, unless otherwise specifically so noted. In addition, we do not endorse the opinions of, or warrant the accuracy of facts or other content contributed by, any third party. We may modify the content on this Site at any time and without notice to you.

This Site has been prepared for informational purposes only, and nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax, legal or other advice. You are encouraged to discuss information that you learn from the Site with your financial, legal or tax advisors where applicable, including as may be appropriate to determine the various risks you assume when reviewing the content on this Site.

3. Your Representations and Warranties

You represent and warrant that you:

  • Have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms of Use;
  • Will not restrict or inhibit any other person from using the Site;
  • Will not reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein, without NXT Capital’s express prior written consent;
  • Will not reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law;
  • Will not frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without NXT Capital’s express prior written consent;
  • Will not systematically download and store Site content;
  • Will not delete any content from the Site or use or introduce into the Site any device, software, or routine that could damage or interfere with the operation of the Site or intentionally introduce a virus, worm or other malware;
  • Have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms of Use; and
  • Will not use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without NXT Capital’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, NXT Capital grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. NXT Capital reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.

4. Submissions

It has been and remains NXT Capital’s policy not to accept or consider ideas, suggestions or materials other than those that NXT Capital has specifically requested from you. Accordingly, NXT Capital does not want you to, and you should not, send any confidential or proprietary information to NXT Capital through the Site unless specifically requested by NXT Capital. Please note that any unsolicited information or material sent to or through the Site, or otherwise to NXT Capital, will be deemed not to be confidential or proprietary. By submitting information and material to or through the Site, or otherwise to NXT Capital, you agree that such information and material becomes the sole and exclusive property of NXT Capital and may be used by NXT Capital for any lawful purpose without restriction, subject to these Terms of Use. Conversely, to the extent that title may not lawfully be transferred in this manner, you hereby grant to NXT Capital (or warrant that the owner of such information and material has expressly granted to NXT Capital) a royalty-free, fully paid-up, perpetual, irrevocable, unrestricted, transferable and fully sublicensable right and license, without additional consideration to you or any third party, to use, reproduce, display (publicly or otherwise), perform, create derivatives works of, modify, adapt, publish, translate, transmit and distribute, or otherwise use, analyze, exploit and make available to third parties such information and material (in whole or in part and for any purpose) worldwide and/or to incorporate it in other works in any form, media, or technology now known or hereafter developed. You also agree that NXT Capital is free to use for any purpose any ideas, concepts, know-how, or techniques that you send to NXT Capital. You represent and warrant that you have all rights necessary to grant the rights and licenses granted in this Section, and that any such information and material is not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding any such information and material that you may have under any applicable law under any legal theory.

As further provided above, NXT Capital does not want to receive, and you are deemed to covenant and agree through the use of the Site not to provide, any information or materials to NXT Capital that are defamatory, libelous, fraudulent, tortious, threatening, obscene, indecent or otherwise objectionable, harassing, or that otherwise fail to respect the rights and dignity of others, or are in violation of any law, governmental requirements or otherwise unlawful, or that incorporate the proprietary information or materials of another person or entity.

Your submission of information through the Site is governed by NXT Capital’s Privacy Policy, located at https://www.nxtcapital.com/privacy-policy/ (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Site is and will remain accurate and complete, and that you will maintain and update such information as needed.

NXT Capital may monitor, evaluate, analyze, alter, block, record and remove activity on the Site and respond as we deem appropriate. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose. If you have any questions or comments about our Privacy Policy, please feel free to contact us at the address indicated above.

5. Trademarks and Service Marks

We and our suppliers own the Site, which is protected by proprietary rights and laws. The Site contains Content which is derived in whole or in part from information and materials supplied by NXT Capital and other sources. The Content is owned by NXT Capital and/or its licensors and is protected under the United States Copyright Act, Digital Millennium Copyright Act and other U.S. and international copyright, trademark and other laws. You are prohibited from removing any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site or on any printed pages. Use of the Site is not a transfer of title in the Content and by your use of the Site, you acknowledge that you do not acquire any ownership or other rights to the Content, except for the limited license granted herein.

The NXT Capital name and logo, and all related product and service names, design marks and slogans are the service marks, trademarks or registered service marks or trademarks of NXT Capital, LLC. All other product and service marks contained herein are the trademarks of their respective owners. You may not use any NXT Capital or third party trademarks or logos without the prior written consent of NXT Capital or the applicable trademark owner.

You shall not upload, post or otherwise make available on the Site any information and material protected by copyright, trademark or other proprietary right without the express written permission of the owner of such right(s). You shall be solely liable for any damages resulting from any infringement of copyright, proprietary rights, or any other harm resulting from such a submission.

6. Third Party Materials

Certain Site functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in these Terms of Use shall be deemed to be a representation or warranty by NXT Capital with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Site at any time. In addition, the availability of any Third Party Materials through the Site does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).

7. Disclaimer of Warranties

ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE) ARE MADE ON BEHALF OF BOTH NXT CAPITAL, LLC AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. THESE DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND ALL USE OF THE SITE IS AT THE USER’S OWN RISK. NXT CAPITAL AND THE AFFILIATED ENTITIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, OF ANY KIND WITH RESPECT TO THE SITE INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.

WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION HEREIN, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT CONTAINED WITHIN OR PRESENTED BY THE SITE. THE SERVICES ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE. ANY RELIANCE THAT YOU PLACE ON ANY SERVICE IS STRICTLY AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON ANY SERVICE BY YOU, BY ANY OTHER USER OF THE SITE, OR BY ANY THIRD PARTY (INCLUDING ANYONE WHO MAY LEARN OF ANY SERVICE). THE SITE MAY INCLUDE INACCURACIES, ERRORS AND MATERIALS THAT VIOLATE OR CONFLICT WITH THESE TERMS OF USE. ADDITIONALLY, THIRD PARTIES MAY MAKE UNAUTHORIZED ALTERATIONS TO THE SITE.

NXT CAPITAL ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE, FOR ANY DAMAGES RELATED TO VIRUSES, WORMS OR OTHER MALWARE THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE (INCLUDING ANY BLOGS, OR TO THE EXTENT THEY EXIST, ANY BULLETIN BOARD OR CHAT ROOM) OR YOUR DOWNLOADING OF ANY MATERIALS OR CONTENT FROM THE SITE.

8. Limitation of Liability

Your access to and use of this Site is at your risk. If you are dissatisfied with any of the Content contained in the Site, or with any of these Terms of Use, your sole and exclusive remedy is to discontinue accessing and using the Site.

IN NO EVENT SHALL NXT CAPITAL OR THE AFFILIATED ENTITIES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, COSTS AND EXPENSES OF ANY TYPE INCURRED, LOST PROFITS, LOST DATA OR PROGRAMS, AND BUSINESS INTERRUPTION), ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, INABILITY TO USE OR THE RESULTS OF USE OF THE SITE, CONTENTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH (INCLUDING BUT NOT LIMITED TO THOSE CAUSED BY OR RESULTING FROM A FAILURE OF PERFORMANCE; ERROR; OMISSION; LINKING TO OTHER WEBSITES; INTERRUPTION; DELETION; DEFECT; DELAY IN OPERATION OR TRANSMISSION; COMPUTER VIRUS; COMMUNICATION LINE FAILURE; OR DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY COMPUTER OR SYSTEM), ANY DELAY OR TECHNICAL PROBLEMS IN USING THE SITE (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY TRANSMISSION), OR ANY INFORMATION AND CONTENT OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE OR CONTENTS; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SUCH LIMITATIONS APPLY EVEN IF NXT CAPITAL AND THE AFFILIATED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME STATES LIMIT THE APPLICABILITY OF DISCLAIMERS OR LIMITATIONS OF LIABILITY, IN WHICH CASE SUCH LIMITATIONS SHALL APPLY ONLY TO THE EXTENT LEGALLY ENFORCEABLE IN THE APPLICABLE JURISDICTION.

YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE, CONTENTS OR ANY SERVICES OR THIRD PARTY MATERIALS IS TO STOP USING THE SITE; AND THE MAXIMUM AGGREGATE LIABILITY OF NXT CAPITAL FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO NXT CAPITAL SOLELY FOR THE RIGHT TO USE THE SITE, AND (II) TEN U.S. DOLLARS ($10.00). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE) ARE MADE ON BEHALF OF BOTH NXT CAPITAL AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

9. Indemnification

You will be responsible for any liability to NXT Capital that arises out of your breach of these Terms of Use or your use of the Site, which will be deemed to include without limitation any such breach or use by any person acting either on your behalf, with your permission, or under your control.

You agree to indemnify, defend and hold harmless NXT Capital and the Affiliated Entities from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to: (i) your use of the Site; (ii) your breach of these Terms of Use or any representation, warranty or covenant made by you in these Terms of Use; (iii) your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights; or (iv) claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in these Terms of Use.

10. Updates to the Site and Modifications to these Terms of Use; Termination

You acknowledge that NXT Capital may update the Site and its Contents, and may modify the terms and conditions of these Terms of Use by posting a revised Terms of Use through the Site. Modifications will be effective immediately upon posting unless we indicate otherwise. The “Last Updated” legend above indicates when these Terms of Use was last changed. You agree to review periodically the terms and conditions hereof. By entering the Site, you agree to and fully accept these Terms of Use in its then-current form each time you enter the Site. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Site; or offer opportunities to some or all Site users.

These Terms of Use are effective until terminated. NXT Capital may terminate or suspend your use of the Site at any time and without prior notice, for any or no reason, including if NXT Capital believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Upon any such termination or suspension, your right to use the Site will immediately cease, and NXT Capital may, without liability to you or any third party, immediately deactivate or delete any of your associated materials, without any obligation to provide any further access to such materials. Sections 2–13 shall survive any expiration or termination of these Terms of Use.

11. Governing Law; Arbitration

The Site is controlled or operated (or both) from the United States, and is not intended to subject NXT Capital to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

These Terms of Use shall be governed by the laws of the United States (including federal arbitration law) and the State of Illinois, U.S.A., without regard to its choice of law rules, and regardless of your location. ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND NXT CAPITAL, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND NXT CAPITAL AND YOU EACH HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS OF USE WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES AND MEDICATION PROCEDURES (CURRENTLY ACCESSIBLE AT HTTPS://ADR.ORG/SITES/DEFAULT/FILES/COMMERCIALRULES_WEB.PDF) AS AMENDED BY THESE TERMS OF USE. ANY ARBITRATION HEARING WILL BE HELD IN COOK COUNTY, ILLINOIS. THE ARBITRATOR’S DECISION WILL FOLLOW THE TERMS OF THESE TERMS OF USE AND WILL BE FINAL AND BINDING. THE ARBITRATOR WILL HAVE AUTHORITY TO AWARD TEMPORARY, INTERIM OR PERMANENT INJUNCTIVE RELIEF OR RELIEF PROVIDING FOR SPECIFIC PERFORMANCE OF THESE TERMS OF USE, BUT ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THE INDIVIDUAL CLAIM BEFORE THE ARBITRATOR. THE AWARD RENDERED BY THE ARBITRATOR MAY BE CONFIRMED AND ENFORCED IN ANY COURT HAVING JURISDICTION THEREOF. THE PARTIES HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN COOK COUNTY, ILLINOIS FOR THE CONFIRMATION OR ENFORCEMENT OF ANY AWARD RENDERED BY THE ARBITRATOR PURSUANT TO THIS AGREEMENT TO ARBITRATE, AND THE PARTIES WAIVE ANY OBJECTION TO THE VENUE OR PERSONAL JURISDICTION OF SUCH COURTS, AND ANY OBJECTION BASED ON INCONVENIENT FORUM. PRIOR TO OR AFTER THE APPOINTMENT OF THE ARBITRATOR, THE PARTIES MAY APPLY TO ANY COURT OF COMPETENT JURISDICTION FOR PRELIMINARY, PROVISIONAL OR INTERIM RELIEF.

12. Copyright Infringement Claims

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send to NXT Capital a written notice by mail, e-mail or fax, requesting that NXT Capital remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to NXT Capital a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Copyright Agent as follows: By mail to NXT Capital, LLC, 191 N. Wacker Drive, 30th Floor, Chicago, Illinois 60606; or by e-mail to info@nxtcapital.com. Copyright Agent’s phone number is (312) 450-8000. We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

13. General

These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and NXT Capital.

You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms of Use without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms of Use without restriction.

Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms of Use shall be construed as if followed by the phrase “without limitation.”

If any provision of these Terms of Use is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms of Use shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision. No waiver by either party of any breach or default under these Terms of Use will be deemed to be a waiver of any preceding or subsequent breach or default.

Notices to you (including notices of changes to these Terms of Use) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. NXT Capital will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

If you have a question or complaint regarding the Site, please send an e-mail to info@nxtcapital.com. You may also contact us by writing to 191 N. Wacker Drive, 30th Floor, Chicago, Illinois 60606 or by calling us at 312-450-8000. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.

We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that we do not endorse any of the products or services listed on such site.

To the fullest extent possible under the law, these Terms of Use constitute the entire agreement between NXT Capital and you with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and NXT Capital relating to such subject matter. You agree that any cause of action you may have with respect to your use of the Site must be commenced within one hundred eighty (180) days after the claim or cause of action arises.

* * *
Site © 2010–2020 NXT Capital, LLC. All rights reserved.

Last Updated August 14, 2020