By entering the website (the “Site”) of NXT Capital and its affiliates (Collectively, “NXT Capital” or “We,” “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 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. You may contact NXT Capital at 191 N. Wacker Drive, 30th Floor, Chicago, Illinois 60606, Attention: General Counsel with questions about the terms and conditions of these Terms of Use.

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. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THESE TERMS OF USE, PLEASE EXIT AND DO NOT REQUEST OR DOWNLOAD ANY CONTENT FROM THE SITE.

1. Limited License to Use the Site

NXT Capital grants you a limited right to use the Site for your own internal, private, non-commercial 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 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 therein; 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 and its affiliates 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 will not be permitted. Any unauthorized use terminates the permission or license granted by NXT Capital.

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.

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, no information contained within this Site may be disclosed in whole or in part to the press or otherwise made available to third parties or the public in any manner.

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 agreement to abide by 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. NXT Capital’s past performance is not indicative of future results.

No information found on this Site constitutes an offering of advisory services or 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 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.

Nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax or legal advice. You are encouraged to discuss information that you learn from the Site with your financial, legal or tax advisors where applicable.

3. Your Representations and Warranties

You represent and warrant as follows:

  • 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;
  • that you 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
  • that you 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 into the Site.

4. Privacy Policy

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 NXT Capital will be deemed not to be confidential or proprietary. By submitting information and material to the Site, 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 this Privacy Policy. Conversely, if title may not lawfully be transferred in this manner, you automatically grant to NXT Capital (or warrant that the owner of such information and material has expressly granted to NXT Capital) a royalty-free, perpetual, irrevocable, unrestricted, right and license to use, reproduce, display, perform, modify, adapt, publish, translate, transmit and distribute, or otherwise make available to other 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 any ideas, concepts, know-how, or techniques that you send NXT Capital for any purpose.

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, threatening, obscene, harassing, in violation of any law, governmental requirements or otherwise unlawful, or that incorporate the proprietary information or materials of another person or entity.

You can visit NXT Capital on the Site without telling us who you are or revealing any information about yourself. Our web servers collect the domain names, not the e-mail addresses, of visitors. In general, we gather Site user information on an aggregated basis in order to determine, for example, which areas users access more frequently and which Content users access the most. This information helps us to determine what is most beneficial for our users, and how we can continually create a better overall experience for our users by improving the content of the Site.

There are times, however, when we may need information from you, such as your name, email address or phone number. Customarily, the personal information NXT Capital obtains is used to respond to inquiries or provide information or materials to you from time to time. We also may use your personal information to discuss or offer our products or services. Occasionally, we may make the e-mail addresses of those who provide information available to our affiliates and to other reputable organizations whose products or services we think you may find interesting.

This Site uses “cookies” and other identifiers that may automatically collect certain information and data. The data identifies you as a unique user and facilitates your ongoing access to and use of this Site. This also helps us diagnose problems with our server and the Site. You can set your browser to notify you when you receive a cookie, giving you the opportunity to decide whether to accept it.

NXT Capital may monitor and record activity on the Site and respond as we deem appropriate. 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

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, LLC 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 Links

While NXT Capital tries to link only to sites that share its high standards and respect for privacy, NXT Capital is not responsible for information on any third party website that may be referenced in, or accessible or connected by hyperlink to, the Site. If you access any third party website through the Site or otherwise, you do so at your own risk. NXT Capital makes no warranty or representation regarding, and does not sponsor or endorse, any linked websites or the information or materials appearing thereon or any of products and services described thereon. Furthermore, links do not imply that NXT Capital is affiliated or associated with, or that any linked site is authorized to use any service mark, trademark, trade name, logo, or copyright of NXT Capital.

7. No Warranty

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 ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. THIS DISCLAIMER WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

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.

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.

NXT CAPITAL’S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. Limitation of Liability

Your use and browsing 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, ITS AFFILIATES, PARENTS OR SUBSIDIARIES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, DESIGNATED MEMBERS, MEMBERS, PRINCIPALS, AGENTS, INVESTORS OR EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING DIRECT, INDIRECT, 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, ANY WEBSITES LINKED TO THIS SITE, OR ANY MATERIALS CONTAINED AT ANY OR ALL SUCH WEBSITES (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, OR ANY INFORMATION AND CONTENT OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SUCH LIMITATIONS APPLY EVEN IF NXT CAPITAL, ITS AFFILIATES, PARENTS OR SUBSIDIARIES, OR ANY OF THEIR OFFICERS, DIRECTORS, DESIGNATED MEMBERS, MEMBERS, PRINCIPALS, AGENTS, INVESTORS OR EMPLOYEES 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.

9. Breach and 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, its affiliates, parents and subsidiaries, and each of their respective, officers, directors, designated members, members, principals, agents, investors, employees, and third party sources 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

You acknowledge that NXT Capital may update the Site and its contents, and may modify the terms and conditions of these Terms of Use at any time and without notice to you. Modifications will be effective immediately upon posting unless we indicate otherwise. 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.

11. General

These Terms of Use shall be governed by and construed under the internal laws of the State of Illinois, without regard to its choice of law rules. Any legal claim or action brought hereunder shall be brought exclusively in state or federal courts located in Chicago, Illinois, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. 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.

To the fullest extent possible under the law, these Terms of Use constitute the entire agreement between NXT Capital and you with respect to your use of the Site. 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.

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Last posted on September 25, 2015.

© 2016 NXT Capital, LLC. All rights reserved.