SaaS Agreement

Effective October 2025, Version 1.0

BY ACCEPTING THIS AGREEMENT BY EITHER (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ENGAGEMENT DOCUMENT REFERENCING THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. EACH PARTY REPRESENTS THAT IT HAS FULL AUTHORITY AND POWER TO ENTER INTO AND PERFORM UNDER THIS AGREEMENT, AND THAT THE PERSON SIGNING ON BEHALF OF EACH HAS BEEN PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT.

Scope

THIS SOFTWARE AS A SERVICE AGREEMENT GOVERNS CUSTOMER’S PURCHASE AND USE OF THE NEXTWORLD LICENSED PRODUCTS AND SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. IF CUSTOMER REGISTERS FOR A FREE TRIAL OF NEXTWORLD LICENCED PRODUCTS OR SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR FREE SERVICES.

Definitions

Affiliate means all entities that directly or indirectly control, are controlled by, or are under common control with, a party, where “control” means ownership of, or the right to control, greater than 50% of the voting interests of such entity. Orders may be fulfilled through a Nextworld Affiliate.
Contractor(s) means any third party providing services or seeking to provide services to or on behalf of Customer and to which Customer has been provided a valid password or other means of accessing and using the Licensed Products.
Customer Affiliate means an Affiliate of Customer identified on the Licensed Product Attachment that Customer may authorize to use the Licensed Products subject to the terms and conditions of this Agreement.
Customer Data means any business data, information, or content (including without limitation personally identifiable information) provided, made available, or submitted by Customer to the Licensed Products.
Customer Developed Application User means an employee (or temporary employee), or Contractors, of Customer and/or Customer’s Affiliates who is authorized to only use and access Customer Developed Applications and Licensed Technology Products. Each user of Customer Developed Applications requires a Customer Developed Application User license.
Customer Developed Applications means any independent or new applications based on the Licensed Technology Products and any customizations to any Licensed Technology Products developed by Customer’s Development Users for use with the Licensed Technology Products under the terms of this Agreement.
Deliverables means anything developed by Nextworld or its Affiliates, including but not limited to, training materials and Nextworld Configured Applications delivered to Customer as part of the Professional Services.
Development User means an employee (or temporary employee), or independent contractor of Customer and/or Customer’s Affiliates who is permitted to develop Customer Developed Applications.
Documentation means any documents made available to the Customer by Nextworld from time to time in digital or electronic format, that describe the features, functionalities, proper use, and operation of the Licensed Products.
Engagement Document means an Attachment A, Statement of Work, or other document under which Customer purchases software or services from Nextworld or its Affiliates.
Feedback means ideas, feedback or suggestions of Customer related in any way to the Licensed Products.
Fees means the subscription fees payable by the Customer to Nextworld for use of the Licensed Products, as set forth in a Licensed Product Attachment and/or any fees for Professional Services set forth in a Statement of Work.
Licensed Product Attachment means the document that describes the Licensed Products and/or other services ordered by Customer.
Licensed Products means the software-as-a-service features and functionalities detailed in any Licensed Product Attachment to this Agreement, which may include On-Premise Components and/or Nextworld Configured Applications and Licensed Technology Products.
Licensed Technology Products means the software-as-a-service components, features, and functionalities identified as Licensed Technology Products in any Licensed Product Attachment to this Agreement.
Nextworld Configured Applications means any modification to the Licensed Products performed by Nextworld in connection with the implementation, and/or configuration of the Licensed Products for Customer under this Agreement. Nextworld Configured Applications may include APIs that enable connectivity with Customer Developed Applications or Third Party Apps.
Nextworld Full Access Business User means an employee (or temporary employee), or Contractors, of Customer and/or Customer’s Affiliates who is authorized to use the Licensed Products and Nextworld Configured Applications for production (and not for development) purposes.
Nextworld Limited Access Business User means an employee (or temporary employee), or Contractors, of Customer and/or Customer’s Affiliates who is authorized to use only a limited scope of Licensed Products and Nextworld Configured Applications for production (and not for development) purposes.
Non-Production Environment(s) means online environment(s) dedicated to use in testing the Licensed Products.
On-Premise Components means any on-premise component that can be downloaded and installed (including updates) by Customer. The System Availability SLA do not apply to these components. Customer may only use the on-premise components during the term identified on each Licensed Product Attachment.
Preview Features means features or functionalities of the Licensed Products that are not yet commercially available, but which Nextworld may allow Customer to use on a trial basis.
Professional Services means customization, implementation, configuration, training and/or other services provided by Nextworld to Customer.
Service Level Agreement(s) means the service availability and technical support services for the Licensed Products set forth in the current Service Level Agreement (“SLA”).
Statement of Work means a document executed by both parties, that describes Professional Services provided to Customer.
Third Party Apps means any web-based, mobile, offline, or other software application, software feature, or software functionality created by a third party and that Customer uses with the Licensed Products.
Trial Period means, the time period in which a Customer receives the applicable Licensed Products or Services free of charge. The period shall run until the earlier of (a) the end of the stipulated Free Trial period on the registration website, (b) the start date of any purchased Licensed Products or Services, or (c) termination by Nextworld in its sole discretion.
User(s) means Nextworld Full Access Business Users, Nextworld Limited Access Business User, Development Users, and Customer Developed Application Users.

License Grant and Restriction

License Grant. Subject to all of the terms and conditions of this Agreement, including payment of all applicable Fees, Nextworld hereby grants to Customer a limited, non-exclusive, non-transferrable, non-assignable, non-sublicensable, right, during the term of the applicable Licensed Product Attachment, to: (i) permit its Nextworld Full Access Business and Development Users to access and use the Licensed Products identified in a Licensed Product Attachment in accordance with the Documentation; and (ii) permit its Nextworld Limited Access Business Users to access and use the limited scope of Licensed Products identified in a Licensed Product Attachment in accordance with the Documentation; (iii) permit Development Users to use and access the Licensed Products to create Customer Developed Applications; (iv) permit Customer Developed Application Users to access and use such Licensed Technology Products and/or Customer Developed Applications as such applications are integrated with the Licensed Products; (v) to use, access, download, and make a reasonable number of copies of the Documentation in connection with the rights granted in this Section 3.1; (vi) provide technical support for the Customer Developed Applications to its Users; and (vii) permit Customer Affiliates the right to (a) permit Nextworld Full Access Business Users to access and use the Licensed Products identified in a Licensed Product Attachment in accordance with the Documentation, (b) permit Nextworld Limited Access Business Users to access and use the limited scope of Licensed Products identified in a Licensed Product Attachment in accordance with the Documentation, and (c) permit Customer Developed Application Users to access and use the Customer Developed Applications. All rights granted in this Section 3 are limited to Customer’s internal business operations, (and the internal business operations of Customer’s Affiliates) and any additional limitations (e.g., limitations on number of Users) set forth in the applicable Licensed Product Attachment. Customer is responsible for all its acts and omissions, and the acts and omissions of its Affiliates, and each of their Users.

Requirement to Maintain License to Licensed Products. Customer must: (a) maintain a license to the Licensed Products to use and access the Customer Developed Applications created, and (b) maintain licenses for each Development User, Nextworld Full Access Business User, Nextworld Limited Access Business User using the Licensed Products and each or Customer Developed Application User using Customer Developed Applications.

Restrictions. Customer shall not, and shall not allow any User or third party to: (i) reverse engineer the Licensed Products, or any component of them, or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of software used in the Licensed Products by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, and then only with prior written notice to Nextworld); or (ii) distribute, sell, sublicense, rent or otherwise transfer the right to access and/or use the Licensed Products; (iii) recreate, lease or use the Licensed Products for time sharing, hosting, service provider or like purposes; or (iv) in any way use the Licensed Products and/or Documentation to provide the Licensed Products to a third party; or (v) post or introduce any data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine or mechanism, through or into the Licensed Products (including through Third Party Apps and/or Customer Developed Applications); or (vi) remove any product identification, proprietary, copyright or other notices contained in the Licensed Products or Documentation; or (vii) modify any part of the Licensed Products, create a derivative work of any part of the Licensed Products, or incorporate the Licensed Products into or with other software, except to the extent (a) expressly authorized under this Agreement in the creation of Customer Developed Applications, or (b) expressly authorized in writing by Nextworld; or (viii) publicly disseminate performance information or analysis (including, without limitation, benchmarks) relating to the Licensed Products from any source; or (ix) disable or attempt to circumvent any security mechanisms contained in or provided with the Licensed Products; (x) Customer shall not conduct security assessments against the Licensed Products without prior written consent from Nextworld; or (xi) utilize any device or program to enable access to the Licensed Products in a manner such that the individual accessing the Licensed Products is not counted as a User.

Reservation of Rights. All rights not expressly granted to Customer under this Agreement are reserved to Nextworld.

CUSTOMER RESPONSIBILITIES

Customer’s Responsibility for Customer Developed Applications. Customer’s development of the Customer Developed Applications must comply with the Documentation and any other guidelines made available to Customer by Nextworld. Nextworld will attempt to provide Customer with prior notice of any changes to the Licensed Products that may impact Customer Developed Applications. Customer is solely responsible and liable for Customer Developed Applications, including all Customer Data contained therein or processed by Customer Developed Applications. Customer is solely responsible for the development, operation, and maintenance of Customer Developed Applications except as expressly set forth to the contrary herein. Customer shall, without limitation, be solely responsible and liable for: (a) features and functions of Customer Developed Applications; (b) the accuracy and appropriateness of any materials posted on or within the Customer Developed Applications (including, among other things, any product-related materials); (c) ensuring that any materials included within Customer Developed Applications do not violate applicable law or the Documentation, and do not promote illegal activities or violate third parties’ rights; (d) to the extent Customer Developed Applications collect personal information from individuals, ensuring that Customer Developed Applications accurately and adequately disclose, either through a privacy policy or otherwise, how Customer collects, uses, stores, and discloses data collected from Customer’s Users of the Customer Developed Applications; and (e) any of Customer’s Users’ or Customers’ claims relating to Customer Developed Applications or any of Customer’s services utilized in connection with Customer Developed Applications.

Traffic. Customer is responsible and liable for all communications, content, and other data originating from or directed by Customer during Customer’s use of the Licensed Products.

AI Use. Use Licensed Products and/or Services only accordance with the Nextworld AI Acceptable Use Policy. In the event Customer purchases Licensed Products that include or enable artificial intelligence (AI) functionality, Customer shall be solely responsible for procuring and maintaining its own Large Language Model (LLM) account, and/or for hosting and managing its LLM instance within Customer’s Azure tenant or other designated environment. Nextworld shall have no responsibility or liability for Customer’s LLM account, configuration, or related hosting environment.

Users. Customer warrants that the maximum number of Users that Customer authorizes to access and use the Licensed Products and the Documentation will not exceed the number of Users permitted to access and use the Licensed Products as described in the applicable Licensed Product Attachment; and

Unauthorized Access. Customer shall prevent any unauthorized access to, or use of, the Licensed Products and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify Nextworld. Customer shall protect Customer’s authentication keys and any other log-in or security credentials related to the Licensed Products (“Credentials”). Customer is responsible and liable for all actions taken with Customer’s Credentials except when a third party gains access to Customer’s Credentials or is otherwise able to access Customer’s account due to a security flaw or other error or omission by Nextworld or its Affiliates.

PREVIEW FEATURES; NON-PRODUCTION ENVIRONMENTS; HOSTING

Preview Features. Nextworld may, in its sole discretion, provide Customer with access to Preview Features during the term of the applicable Licensed Product Attachment. Customer’s use of the Preview Features is subject to the terms and conditions of this Agreement and any additional terms for the Preview Features described in a Licensed Product Attachment. Preview Features are provided AS-IS, without warranty whatsoever. Service Level Agreements do not apply to the Preview Features.

Non-Production Environments. Nextworld and Customer may agree that, in certain circumstances, Customer may have the opportunity to access Non-Production Environments. When such circumstances arise, Nextworld may, but is under no obligation to, provide Customer with continued access to a single Non-Production Environment at no additional cost upon completion of any implementation or configuration services or other Professional Services. Additional Non-Production Environments may be available for a fee. Customer’s access to, and use of, the Non-Production Environment will be subject to the terms, conditions and restrictions of this Agreement and any applicable Licensed Product Attachment(s), except that (i) Customer may not access or use Non-Production Environments for its day-to-day business usage of the Licensed Products; (ii) Nextworld provides no warranty for, and specifically disclaims all warranties related to, Non-Production Environments; and (iii) Service Level Agreements do not apply to the Non-Production Environments.

Development of Similar Applications. Customer specifically acknowledges that Nextworld and/or its Affiliates and customers may develop and publish applications with features and functionalities that are similar to Customer Developed Applications.

Hosting. Customer agrees that: (a) Customer Developed Applications must be hosted on the Licensed Products to operate as intended, and (b) without maintaining a subscription to the Licensed Products, the Customer Developed Applications, are inaccessible. Customer authorizes Nextworld, its Affiliates, and/or any third party hosting providers, to host the Customer Developed Applications on servers owned or operated by Nextworld, or on the servers of third party hosting providers. Customer understands and acknowledges that Nextworld may use Affiliates to provide some operations and functions associated with the Licensed Products. Notwithstanding any such outsourcing, Nextworld is responsible for operating, maintaining, and providing access to the Licensed Products in accordance with the provisions of this Agreement.

FREE TRIAL

If Customer registers for a Free Trial of Nextworld Licensed Products or services on Nextworld’s or its Affiliates websites, Nextworld grants to Customer a non-exclusive, non-transferable, temporary right to use and access the Licensed Products described on the Registration page, on a trial basis free of charge for the Trial Period and solely for Customer to evaluate and test the Licensed Products. Licensed Products will be limited and not offer full use of all software features available with or through the Licensed Products. Additional terms appearing on the trial registration page will apply to the Customer’s use during the Trial Period and are incorporated here by reference. Customer may not register for a Free Trial if Customer is a direct competitor or Nextworld and may not provide demonstrations of information of the Licensed Products to a direct competitor of Nextworld.

EXCEPT TO THE EXTENT STATED ON THE REGISTRATION PAGE, DATA CUSTOMER ENTERED INTO THE LICENSED PRODUCTS OR SERVICES, AND ANY CUSTOMIZATIONS MADE FOR, OR BY, CUSTOMER DURING THE TRIAL PERIOD WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES THE LICENSED PRODUCTS ON OR BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER EXPORTS SUCH DATE PRIOR TO THE END OF, OR TERMINATION OF, THE TRIAL PERIOD.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, DURING THE FREE TRIAL, THE LICENSED PRODUCTS AND SERVICES ARE PROVIDED “AS-IS” and “AS-AVAILABLE” WITH NO WARRANTY WHATSOEVER AND NEXTWORLD SHALL HAVE NO INDEMNIFICATON OBLIGATIONS NOR LIABILITY OF ANY KIND WHATSOEVER WITH RESPECT TO THE LICENSED PRODUCTS OR SERVICES. IF THIS EXCLUSION IS FOUND UNENFORCEABLE UNDER APPLICABLE LAW, THEN NEXTWORLD’S MAXIMUM LIABILITY SHALL NOT EXCEED $100.00. FOR THE AVOIDANCE OF DOUBT, NEXTWORLD DOES NOT WARRANT THAT CUSTOMER’S USE OF THE LICENSED PRODUCTS OR SERVICES WILL MEET CUSTOMER REQUIREMENTS, THAT CUSTOMER’S USE OF THE LICENSED PRODUCTS OR SERVICES DURING THE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, OR THAT USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE.

NOTWITHSTANDING THE “LIMITATION OF LIABILITY” PROVISION OF THIS AGREEMENT CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO NEXTWORLD AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE LICENCED PRODUCTS DURING THE FREE TRIAL PERIOD, ANY BREACHES BY CUSTOMER OF THIS AGREEMENT, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
CUSTOMER WILL ACQUIRE NO INTELLECTUAL PROPERTY RIGHTS IN OR TO ANY OF THE LICENSED PRODUCTS.

AUDIT

Nextworld, at its own expense, may electronically audit Customer’s use of the Licensed Products to verify compliance with this Agreement and all Licensed Product Attachments at any time. Any such audit will be designed to minimize disruption to Customer’s normal business operations. The terms of the audit will be treated as Nextworld’s Confidential Information. If an audit reveals that Customer has underpaid Fees due to Nextworld based on Customer’s usage of the Licensed Products in excess of the number of Users, seats, modules, and any other restrictions authorized under any applicable Licensed Product Attachment, then Nextworld will invoice Customer for the Fees applicable to the excess usage at Nextworld’s then-current list prices. All invoices for excess usage will be due within ten (10) days of receipt.

THIRD PARTY APPS

Nextworld or third parties may make third-party products or services available through and/or with the Licensed Products (as a convenience to Customer, including, for example, Third Party Apps). Any acquisition or use by Customer of such Third Party Apps, and any exchange of data between Customer and any Third Party Apps is solely between Customer and the applicable Third Party App provider. Nextworld does not warrant or support Third Party Apps or other products or services not created or offered by Nextworld, whether designated by Nextworld as “certified” or otherwise. Nextworld is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third Party App or its provider. The Licensed Products may contain features that interoperate with Third Party Apps. Nextworld cannot guarantee the continued availability of such Licensed Product features and may cease providing them without notice and without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party App ceases to make such Third Party App available for interoperation with the corresponding Licensed Product(s) feature(s) in a manner acceptable to Nextworld. Third Party Apps are subject to terms and conditions provided by the provider of such Third Party App. If Nextworld provides a Deliverable at Customer’s request to perform a call out to Third Party Apps, database, or service (each, a “Third Party Service”), Customer represents and warrants that Customer has the right to access or connect with such Third Party Service and to use such Third-Party Service to retrieve, manipulate, process, and modify data contained in the Third-Party.

PROFESSIONAL SERVICES; IMPLEMENTATION

Professional Services Generally. During the Term, Customer may request that Nextworld provides Professional Services. Any Professional Services to be provided under this Agreement will be subject to separate Statements of Work. Nextworld agrees to use commercially reasonable efforts to render the Professional Services by the delivery dates specified in the applicable Statement of Work, if any such delivery dates are identified.
Nextworld Configured Applications. Professional Services performed by Nextworld may include, or result in, the creation of Nextworld Configured Applications. Nextworld Configured Applications constitute Deliverables under a Statement of Work; as such, Customer’s use of and access to the Nextworld Configured Applications is subject to the terms of Section 3, including the terms of the applicable Licensed Product Attachment, and all other restrictions in this Agreement.

Deliverables. Nextworld owns and will retain ownership of all Deliverables and all intellectual property rights thereto, and any modifications, improvements, and derivative works thereof (including any such materials to the extent incorporating any Feedback).

General Skills and Know-How. Nextworld and its personnel shall be free to use and employ their general skills, know-how, expertise, methods, or skills gained or learned during the course of this Agreement provided that such use does not disclose, use or incorporate Customer’s Confidential Information. To the extent that the Professional Services require the incorporation of third-party software provided by Customer, or Third Party Apps, Customer shall be responsible to procure the appropriate licenses for such software.

Subcontracting. Nextworld may subcontract the performance of any Professional Services. Nextworld shall be responsible for services performed by its subcontractors. Customer acknowledges that consulting services may be obtained from third parties, and that Customer’s decision to purchase Professional Services from Nextworld is made independently of Customer’s decision to license Nextworld’s Licensed Products.

TRAINING

Nextworld’s online Documentation contains information that instructs Users on the proper operation of the Licensed Products. If Customer desires additional training services for its Users, Customer may purchase such additional training services from Nextworld at the then-current rates for such training.

CONFIDENTIALITY

Confidential Information. “Confidential Information” means any and all information provided by a party or its Affiliates (“Discloser”) to the other party or its Affiliates (“Recipient”) during the Term of this Agreement, in tangible or digital form, orally or through visual inspection, or observed by Recipient at Discloser’s premises, including, without limitation, business and technical information, and information related to: inventions; ideas; processes; apparatuses; structures; software; data; works of authorship; know-how; trade secrets; improvements; discoveries; developments; designs; techniques; products; technology; operations; facilities; operations; marketing; business plans; budgets; finances; contracts; pricing; costs; suppliers; customers; and the existence of any business discussions, negotiations, or agreements between Discloser and Recipient or any third party.

Non-Disclosure. Except as expressly permitted herein, Recipient shall not disclose Discloser’s Confidential Information to any third party. Recipient may disclose Discloser’s Confidential Information solely to its subsidiaries, and its and their employees, officers, directors, attorneys, financial advisors, and lenders (“Representatives”) who have a need-to-know Discloser’s Confidential Information to perform its obligations and exercise its rights under this Agreement, and who are bound by a written agreement having terms at least as restrictive as the terms herein. Each party shall be responsible and liable for any breach of this Agreement by it, its Affiliates, and its and their Representatives.

Protection. Recipient shall prevent the unauthorized use and disclosure of Discloser’s Confidential Information using at least the same degree of care, but no less than reasonable care, it uses to prevent the unauthorized use and disclosure of its own confidential information of a similar nature. Recipient shall not remove any proprietary or confidential notice from any form of Discloser’s Confidential Information.

Exceptions. The obligations in this Section 10 will not apply to any information that the Recipient can demonstrate through written evidence was: (i) publicly available without breach of an obligation to maintain the confidentiality of such information; (ii) rightfully known by Recipient prior to the receipt of such information from Discloser without any obligation of confidentiality; (iii) rightfully obtained by Recipient on a non-confidential basis from a third party who is not under any obligation to maintain the confidentiality of such information; or (iv) developed by Recipient independently of and without reference to Discloser’s Confidential Information. If Recipient is required by, or receives an order, subpoena, or demand from, a court or government agency to disclose any of Discloser’s Confidential Information to a third party, then Recipient shall promptly notify Discloser in writing of any such requirement, order, subpoena, or demand prior to disclosure of Discloser’s Confidential Information and reasonably assist Discloser in its efforts, if any, to obtain a protective order or other protection to prohibit public disclosure.

Return of Confidential Information. Upon expiration or termination of this Agreement, or at Discloser’s request, Recipient will return all Confidential Information of the Discloser in the Recipient’s possession or confirm destruction. Notwithstanding the foregoing, Recipient may retain copies of the Discloser’s Confidential Information that are: (i) required to be maintained by applicable law, but only for the period of time required by such applicable law; and/or (ii) stored electronically pursuant to Recipient’s routine electronic back up policies until such time as the electronic copies are destroyed pursuant to such policies, provided that the Discloser’s Confidential Information is not accessible in the ordinary course of business.

SERVICE LEVEL AGREEMENT; PRIVACY AND SECURITY

Service Levels. During the term of the applicable Licensed Product Attachment, Nextworld will make the Licensed Products available to Customer in accordance with the terms of its current Service Level Agreement. Customer’s sole and exclusive remedies for any failure of Nextworld to meet the obligations set forth in the Service Level Agreement are described therein.

Support by Affiliates. Customer understands and acknowledges that Nextworld may outsource or use Affiliates to provide some operations and functions associated with the Licensed Products, including those described in a Service Level Agreement. Customer hereby grants Nextworld and its Affiliates the right to use, access, and provide technical support and maintenance services for the Customer Developed Applications, as applicable.

Customer Data. Nextworld will handle Customer Data in accordance with its current Data Processing Agreement and Cloud Privacy Policies. Customer acknowledges and agrees, that Customer Data may be hosted in, stored, and transmitted to, locations outside the United States of America, including to and from the European Union, depending on the location of Customer. Customer represents and warrants that it will obtain all applicable consents to the processing and storage of Customer Data by Nextworld and its Affiliates, for each jurisdiction in which the Customer Data is hosted and processed by Nextworld. Customer will indemnify Nextworld for all damages resulting from Customer’s breach of this Section 11.3.

LIMITED WARRANTIES; DISCLAIMERS

Licensed Products Warranty. During the term of the applicable Licensed Product Attachment, Nextworld warrants that the Licensed Products, in unmodified form, will materially conform to the Documentation. If the Licensed Products do not materially conform to the Documentation, then Nextworld will, within sixty (60) days of Customer’s notification to Nextworld of a material non-conformity, either: (i) modify the Licensed Products such that they materially conform to the Documentation; or (ii) have a correction plan in place to correct the non-conformity. If Nextworld is unable to meet the foregoing obligations, then Nextworld may, in its sole discretion, refund that portion of Customer’s Fees that are applicable to the component of the Licensed Products that are non-conforming. Nextworld is not responsible for, and the provisions of this Section 12.1 do not apply to, non-conformances that are caused by, or related in any way, to (i) integration and/or interoperability with Customer Developed Applications, Third Party Applications or other materials not provided by Nextworld; or (ii) Customer’s modification of the Licensed Products; or (iii) Customer’s use of the Licensed Products in breach of this Agreement (including breach of Section 3); or (iv) Customer’s use of the Licensed Products in a manner not contemplated by the Documentation; or (v) any non-conformances that Nextworld is unable to verify. The foregoing states Nextworld’s sole and exclusive obligation, and Customer’s sole and exclusive remedy, for any failure of the licensed products to materially conform to the Documentation.

Professional Services Warranty. Nextworld will perform all Professional Services and deliver any Deliverables in a professional and workmanlike manner. Nextworld will, at its sole discretion, and as its sole liability and obligation to Customer for failure to provide Professional Services or Deliverables meeting this warranty, either: (a) re-perform the non-conforming Professional Services; or (b) re-deliver the non-conforming Deliverables at no additional cost to Customer; or (c) terminate the applicable Statement of Work and refund the portion of Fees attributable to such non-conforming Professional Services or Deliverables. Customer must notify Nextworld of the non-conformity within fourteen (14) days of completion of the applicable Professional Service or delivery of the applicable Deliverable. The foregoing states Nextworld’s sole and exclusive obligation, and Customer’s sole and exclusive remedy, for breach of this Section 12.2.

Communications Networks. Customer's use of the Licensed Products is dependent on the availability and coverage of communications infrastructure systems such as wireless networks, telecommunications networks, and the Internet, which involve facilities owned and operated by third parties. Customer acknowledges and agrees that Nextworld is not responsible for the operation, availability, or failure of any communications infrastructure systems or facilities, including without limitation, those required to use and access the Licensed Products.

Disclaimer. Except as expressly set forth in this Agreement, the Licensed Products (including all Preview Features and Pre-Production Environments) and all Professional Services are provided “As- Is.” To the fullest extent permitted by law, neither Nextworld nor its suppliers makes any other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or noninfringement. Third Party Apps are provided As-Is, without warranty whatsoever.

Customer Warranties. Customer represents and warrants that Customer owns or has obtained all rights, consents, permissions, and licenses necessary to allow Nextworld and the Licensed Products access to, or possession, manipulation, processing, or use of, the Customer Data and/or any third party systems or applications.

Customer Responsibility for Customer’s Technical Requirements. Customer is solely responsible for selection of the Licensed Products, any Third Party Apps, and the features and functionality of Customer Developed Applications to achieve Customer’s intended results. Customer is responsible for identifying the minimum technical requirements for its hardware and software for use with the Licensed Products, Third Party Apps and Customer Developed Applications. Nextworld makes no warranty as to the adequacy or capacity of any Customer hardware, Customer Developed Applications or Third Party Apps to attain any of the performance objectives of Customer.

INTELLECTUAL PROPERTY RIGHTS

Nextworld and its suppliers retain all right, title and interest in and to the Licensed Products, Nextworld Configured Applications, and Documentation (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights), all Feedback, and all copies, modifications, and derivative works of all the foregoing, (including any such materials to the extent incorporating any Feedback). Customer acknowledges that it is obtaining only a limited right to use and access the Licensed Products, Nextworld Configured Applications, and Documentation, and that irrespective of any use of the words “purchase”, “sale” or like terms in this Agreement or elsewhere no ownership rights are being conveyed to Customer under this Agreement or otherwise. Customer acknowledges that Nextworld is free to exploit, use, license and distribute any Feedback provided to Nextworld as it sees fit, without obligation of compensation or attribution.

LIMITATION OF LIABILITY

Limitation of Liability. Except for either Party’s indemnification obligations, or for a breach of Section 10 (Confidentiality), in no event shall either Party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages or any type of kind, (Including but not limited to lost profits, loss of data, revenue, use or other economic advantage) regardless of the form of action, whether in contract or tort, arising out of, caused by, or in any way connected to this Agreement, even if the Party from which the damages are being sought or such Party’s licensors have been previously advised of the possibility of such damages. The foregoing limitations do not apply to either Party’s gross negligence or willful misconduct.

Damages Cap. Except for either Party’s indemnification obligations, or for a breach of Section 10 (Confidentiality), neither Party will be liable to the other Party for damages that exceed the amounts paid or payable by Customer for the relevant Licensed Product(s), or Professional Services giving rise to the liability in the TWELVE-MONTH period prior to the date the claim arose.

The limitations set forth in this Section shall apply even if any exclusive remedy in this Agreement fails of its essential purpose.

Except for actions to enforce indemnity obligations, or for actions for nonpayment of fees, Nextworld and Customer agree that no action arising out of or related to this Agreement may be brought more than two (2) years after the cause of action arose.

INDEMNITIES

Indemnification by Nextworld. Nextworld will defend or settle, at its option, any claims or suits brought by a third party against Customer, Customer’s Affiliates, directors and officers (“Customer Indemnitees”), alleging that the Licensed Products misappropriate or infringe any valid third party intellectual property right (“Third Party Claim”) and will indemnify the Customer Indemnities from and against any and all liabilities, damages, claims, costs and expenses, including attorneys’ fees, and pay damages and costs that are finally awarded by a court for a Third Party Claim (“Losses”). If the Licensed Products become, or are likely to become, subject to a Third Party Claim, then Nextworld, at Nextworld’s sole option and expense, may do any of the following: (a) modify the Licensed Products such that they no longer infringe; (b) procure for Customer the right to continue to use the Licensed Products (as applicable) while retaining substantially similar functionality; or (c) terminate this Agreement and all outstanding Licensed Product Addendums upon notice to Customer.

Conditions for Nextworld’s Indemnification. Nextworld’s obligations for a Third Party Claim (including any related Losses) under Section 15.1 are conditioned on all of the following: (a) Customer promptly notifies Nextworld in writing of the Third Party Claim; (b) Customer allows Nextworld sole control of the defense and settlement of such Third Party Claim; and (c) Customer fully cooperates with the defense and settlement of the Third Party Claim.

Exclusions. The foregoing obligations do not extend to any Third Party Claim (including any related Losses) related to: (a) Nextworld’s compliance with Customer’s (or its Affiliates') instructions, requirements, or specifications; (b) any alteration, modification or servicing of the Licensed Products by anyone other than Nextworld or Nextworld’s subcontractors; (c) the combination of the Licensed Products with any other product, devices, equipment, component, part, item, hardware, software, service, or process; (d) Third Party Apps; (e) Customer Developed Applications; and (f) unauthorized use of the Licensed Products.
Entire Obligation. Sections 15.1, 15.2 and 15.3 state Nextworld’s entire obligation, and Customer’s sole and exclusive remedy for all claims that the Licensed Products infringe or misappropriate a third party intellectual property right.

Customer Indemnification. Upon Nextworld’s request, Customer will indemnify and defend Nextworld and its Affiliates, and each of their officers and directors, from and against any and all claims, lawsuits, demands, actions or other proceedings brought against it arising out of, or related to (a) Customer’s or its Users’, and/or Affiliates’ Users’ misuse of the Licensed Products including violations of provision 3.3 and 4.3; and (b) Customer’s or its Users’ and/or its Affiliates’ Users’, violation of any law or regulation; (c) any violation of third party rights including any claims arising from Customer’s use of Third Party Apps; and (d) the Customer Developed Applications; and (d) Customer Data and Customer Confidential Information. Customer shall pay all costs, damages, and expenses, including, without limitation, attorneys’ fees and costs awarded against or otherwise incurred by Nextworld in connection with or arising from any such claim, lawsuit, action, demand or other proceeding. Nextworld will provide Customer with prompt written notice of such claim and cooperate with Customer’s defense and settlement of such claim. If the Customer Developed Applications, Customer Data, or Customer Confidential Information become, or are likely to become, subject to a Third Party Claim, then Nextworld may terminate this Agreement and all outstanding Licensed Product Addendums upon notice to Customer without liability.

PAYMENT

Fees. Fees due under this Agreement include fees for the Licensed Products, applicable hosting fees, and fees for Professional Services. All payments are non-refundable (except as expressly set forth in this Agreement) and will be made in U.S. dollars. Unless otherwise stated on a Licensed Product Attachment or Statement of Work, Customer shall pay all undisputed invoices within thirty (30) days of the invoice date. Customer must notify Nextworld of any dispute over an invoice amount in writing within ten (10) days of the invoice date or the dispute will be waived. Customer’s notice must inform Nextworld of the specific amount of and basis for the dispute. The parties agree to work in good faith to resolve any dispute within ten (10) business days from the date Nextworld receives notice of the dispute. Any undisputed Fees not paid when due will incur interest at the rate of 1.5% per annum or the highest rate permitted by applicable law, whichever is less. Fees for Professional Services may include the reimbursement of travel related expenses such as airfare, ground transportation, lodging, meals, and incidental charges in accordance with Nextworld’s then-current travel expense policy.

Taxes. Customer is responsible for all taxes, withholdings, duties, and levies (excluding taxes based on the net income of Nextworld). In the event Customer is exempt from taxes, Customer shall provide Nextworld with a tax-exempt certificate at the time of the initial order, and on an annual basis thereafter. Nextworld shall be solely responsible for all taxes based on its personal property and net income. Should Customer be required by any withholding tax law or other similar law to deduct any amount from the amounts due to Nextworld under this Agreement prior to payment, Customer agrees that it shall pay a sufficiently higher amount so that the net amounts received by Nextworld after such withholding equal what was invoiced.

Delinquent Payments. Customer acknowledges that failure to timely pay, or reasonably dispute, all Fees due under this Agreement is a material breach. As a result, Customer’s failure to make timely payments under this Agreement may, subject to a 10 day cure period commencing upon Nextworld’s notice to customer of delinquency, result in (i) cancellation of scheduled engagements until such time as the account balance is brought into compliance with the agreed upon terms; or (ii) loss of any discounted rates; or (iii) termination or suspension of Customer’s, its Users’, and its Affiliates’ Users’ access to the Licensed Products; or (iv) Nextworld’s suspension of support services.

TERM AND TERMINATION

Term. This Agreement shall commence on the Effective Date and shall continue until terminated. The subscription term of each Licensed Product Attachment will be set forth in such Licensed Product Attachment. Unless otherwise stated in the Licensed Product Attachment, the Subscription Term will automatically renew for successive periods equal to the initial Subscription Term (each a “Renewal Term”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Upon each Renewal, a Technology Innovation Fee of 10% will apply unless notified otherwise at least 60 days prior to the applicable renewal term.

Termination. Either party may terminate this Agreement (including all related Licensed Product Attachments and Statements of Work), if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach, provided this right of termination will apply only to the Licensed Product Attachment or Statement of Work affected if the material breach does not affect the entire Agreement; or (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter). Notwithstanding the foregoing, Nextworld may terminate this Agreement by providing ten (10) days’ prior written notice if Customer fails to make a payment when due.

Termination by Nextworld. If a Customer breach is such that it cannot be cured, then Nextworld will have the right to terminate any, or all, Licensed Product Attachments, Statements of Work, or this Agreement immediately. Termination is not an exclusive remedy and the exercise by Nextworld of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

Right to Suspend. If Customer is in breach of this Agreement or any Licensed Product Attachment, Nextworld may suspend Customer’s access to, and use of, the Licensed Products until Customer has cured the breach.

Effect of Termination. Except for termination resulting from Nextworld’s breach of this Agreement, termination of this Agreement, any Licensed Product Attachment, or any Statement of Work does not affect any sums due to Nextworld, and all Fees and other charges will accelerate and be payable immediately, including Fees or charges that are due or would have become due for the remainder of the term of the applicable Statement of Work and/or Licensed Product Attachment(s) or other Engagement Document. Upon any termination of this Agreement, or any Licensed Product Attachment, Customer’s, and each User’s, right to use and access the Licensed Products will terminate, and Customer shall return to Nextworld any tangible portions of the Documentation provided by Nextworld, within ten (10) days after termination. For the avoidance of doubt, if this Agreement is terminated, but one or more outstanding Licensed Product Attachments are not terminated, Nextworld will continue to provide the Licensed Products as set forth in the surviving Licensed Product Attachment(s), and Customer will continue to pay all applicable Fees through the date of termination or expiration of the then-current term of such Licensed Product Attachment(s). If Customer terminates due to Nextworld’s uncured material breach, Customer will be entitled to a pro-rata refund of any prepaid fees from the date of termination. The Licensed Product Attachment(s) will continue to be governed by the terms of this Agreement.

Customer Data. Customer Data will be deleted not less than thirty (30) days following termination of the Agreement and all Licensed Product Attachments. If Customer requests migration of the Customer Data, Nextworld will assist with such migration at Nextworld’s then-current rates for such service.

Survival. The following provisions of this Agreement, and any provisions that by their terms survive termination of this Agreement, will survive: 2, 5.3, 8.5, 8.6 10, 13, 14, 16.1, 16.2, 17, and 18.

GENERAL

Governing Law. This Agreement shall be governed by Colorado law without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Jurisdiction and venue in any dispute arising under or related to this Agreement lie exclusively in, and will be transferred to, the applicable State courts of the City and County of Denver, Colorado and/or the United States District Court for the District of Colorado. Each party hereby submits, consents, and agrees not to contest such jurisdiction and venue.

Dispute Resolution. Before initiating any legal claim or action (except with respect to equitable relief or non-payment of fees due under this Agreement), the parties agree to refer any dispute, controversy or claim arising out of or related to this Agreement (collectively, a “Claim”) to members of the parties’ executive management (each such member a “Representative”) for resolution, which referral shall be evidenced by a written notice from either party to the other (the “Referral”). The parties’ representatives shall meet in person or via conference call within ten (10) business days of such Referral. If the parties have not reached a mutually agreeable resolution of the Claim within ten (10) business days after their initial meeting, or within an additional time period mutually agreed upon, then either party may request that such claim be submitted to a mediator agreed upon by the parties. The mediator shall assist in attempting to negotiate a resolution of the Claim. The mediation shall be non-binding unless the parties otherwise agree. Unless otherwise agreed by the mediator and parties, the mediation shall be held within 21 days of the request for mediation. The parties must attend the mediation and act in good faith to genuinely attempt to resolve the Claim. Any information or documents disclosed by a party under this clause: (a) must be kept confidential; and (b) may only be used to attempt to resolve the Claim. Each party shall pay its own costs for complying with this Section 18.2 and shall equally share the cost of the mediator.

Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement (or any part thereof) without the advance written consent of the other party (not to be unreasonably withheld or delayed), except that Nextworld may assign this Agreement (i) in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Nextworld’s assets or voting securities, or (ii) to an Affiliate of Nextworld provided that such Affiliate assumes all the obligations and duties hereunder. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 18.3 will be null and void.

Severability. If any provision of this Agreement is adjudged by any court or arbitral body of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect. The parties shall attempt in good faith to replace any such invalid or unenforceable provision with a valid and enforceable provision designed to achieve the same purpose and intent to the extent possible under applicable law.

Injunctive/Interim Relief. Your breach of this Agreement may result in irreparable harm to Nextworld for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law and/or provided for in this Agreement, Nextworld shall have the right to seek an injunction, specific performance, or other interim, interlocutory or equitable relief in any court of competent jurisdiction to prevent violation of these terms and without the requirement of posting a bond or undertaking or proving injury as a condition for such relief.

Notices and Reports. Any notice or report hereunder must be in writing to the notice address set forth above or in an attachment A or other Engagement Document and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (c) one day after it is sent if by next day delivery by a major commercial delivery service.

Amendments; Waivers. No supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement is for administrative purposes only and has no legal effect.

Headings and Construction. The section headings herein are for purposes of convenient reference only and may not be used to construe or modify the terms written in the text of this Agreement. Unless expressly indicated to the contrary, the term “including” (and variations thereof) means “including, without limitation”.
Entire Agreement; Interpretation. This Agreement, which includes all associated attachments and exhibits, is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements and communications relating to the subject matter of this Agreement. Any terms and conditions contained in, or provided with, either party’s purchase orders, quotes, order confirmations or like documents will have no force or effect. In the event the terms of an exhibit, Licensed Product Attachment, Statement of Work, or policy, either attached hereto or referenced herein, conflicts with the terms of this Agreement, the conflicting terms of the Licensed Product Attachment, or Statement of Work, or policy, shall prevail.

Remedies Cumulative. The remedies provided in this Agreement are cumulative and, except as expressly provided in this Agreement, will not preclude the assertion or exercise of any other rights or remedies available under law, in equity, or otherwise.

Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

No Third Party Beneficiaries. This Agreement does not confer any rights or remedies upon any third party.

Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.

Export Compliance. Customer acknowledges that the Licensed Products and Documentation may be subject to export restrictions by the United States government and import restrictions by certain foreign governments. Customer shall not and shall not allow any third-party to remove or export from the United States or allow the export or re-export of any part of the Licensed Products or Documentation or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Licensed Products and Documentation are further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government. Customer will defend, indemnify, and hold Nextworld harmless against any liability (including attorneys’ fees) arising out of Customer’s failure to comply with the terms of this provision. In addition, Nextworld may restrict any User’s access and use of the Licensed Products and/or any distribution of rights to access the Customer Developed Applications by Customer to a particular geographic destination outside of the United States, if Nextworld reasonably believes it necessary to protect its intellectual property rights.

Further Actions and Assurances. The Parties shall execute and deliver any and all documents, and cause all other reasonable action to be taken, that may be necessary or proper to effect the intent and carry out the transactions contemplated by this Agreement.

Official Language. The official language of this Agreement is English. For purposes of interpretation, or in the event of a conflict between English and versions of this Agreement in any other language, the English language version shall be controlling.

Government End Users. If Customer is an entity of the United States Government, the Licensed Products and Documentation are provided to Customer as a commercial item strictly under the terms and conditions of this Agreement and include only those rights customarily available to the public. The Customer is not authorized to permit disclosure by any agency or other part of the Federal Government that exceeds in any way the use and disclosure rights (i) conveyed to Customer in this Agreement; or (ii) provided in FAR 12.212 (Computer Software) and (for Department of Defense use or disclosure) DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation), whichever set of rights provided in (i) or (ii) are the more restrictive. If an agency or other part of the Federal Government has a need for rights not conveyed under this Agreement, it must negotiate with Nextworld for such rights.

Non-Solicitation. Neither party, including its Affiliates, shall recruit or solicit, employ, or otherwise engage an employee of other party who has had direct involvement in the provision of Licensed Products and/or Customer Developed Applications under this Agreement during, and for a period of six (6) months following any termination of the employee’s employment with the other party. Should a party violate this provision, the violating party shall pay the other party one hundred percent (100%) of the former employee’s annual base salary with the non-violating party as liquidated damages for the violation. Such payment shall be the non-violating party’s sole remedy with respect to the violating party. The foregoing shall not restrict either party from hiring a person responding to a general advertisement for employment or whose employment was terminated by the other party prior to any solicitation by such party.

Publicity. Upon mutual agreement between Nextworld and Customer, Nextworld is entitled to announce that the Customer is a customer of Nextworld and provide a general description of the relationship through press release, web announcement, or some other form. Terms of the engagement will be kept confidential. Subsequent publicity will be allowed as work is made public by Customer.

Nextworld Business Partners. Customer agrees Nextworld’s business partners are independent third-party entities and, except to the extent they are acting as subcontractors pursuant to of this Agreement, Nextworld is not liable for nor bound by any acts of such business partner.

Software as a Service Agreement