Next Inc. Software Subscription Services Agreement

This Software Subscription Services Agreement (the "Agreement") is between the customer ("Customer" or "You") and Next Inc. ("Next Inc."), regarding your use of NextCard, a chatbot system product offered as a Software as a Service (SaaS). This Agreement includes terms and conditions under which you will be provided access to and use of NextCard.

1. Definitions

• 1.1 Confidential Information: Information disclosed by either party, designated as confidential or inherently confidential given the nature of the information and circumstances of disclosure. For Next Inc., this includes NextCard software and associated services; for the Customer, this includes all data used with NextCard.
• 1.2 Customer Data: All data, proprietary or otherwise, provided by Customer for use with NextCard.
• 1.3 Deliverables: Components, documentation, and enhancements provided by Next Inc. or required from the Customer under this Agreement.
• 1.4 Documentation: Written materials describing the functionality and use of NextCard.
• 1.5 Order Form: Document detailing the specific services provided by Next Inc. to Customer, including Deliverables and schedules.
• 1.6 Software: NextCard and any third-party software provided by Next Inc. as part of the service.

2. Subscription License

Next Inc. grants Customer a non-exclusive, non-transferable license to access and use NextCard in accordance with this Agreement. The license is limited to internal use within the scope defined in the Order Form.

3. Fees and Payments

Customer agrees to pay subscription fees, installation charges, and any applicable taxes as outlined in the Order Form. Fees for any additional services or software will be agreed upon in subsequent Order Forms or Addendums.

4. Delivery and Acceptance

Next Inc. will deliver the Deliverables as per the Order Form. Customer will have a specified period to test and accept the Deliverables. Failure to reject within this period will be deemed acceptance.

5. Support and Maintenance

Next Inc. will provide support and maintenance services forNextCard, ensuring it operates in accordance with the provided documentation and functional specifications.

6. Warranties and Disclaimers

Next Inc. warrants that NextCard will perform in accordance with the provided functional specifications. This warranty does not cover issues arising from improper use, external software, or hardware issues. EXCEPT AS EXPRESSLY STATED HEREIN, NEXT INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Intellectual Property

Next Inc. retains all rights, title, and interest inNextCard, including all related Intellectual Property. Customer retains ownership of its data and materials provided to Next Inc.

8. Confidentiality

Both parties agree to maintain the confidentiality of the other party's Confidential Information, using at least the same degree of care as for their own confidential information.

9. Term and Termination

This Agreement commences on the Effective Date and continues until terminated as provided herein. Either party may terminate the Agreement for material breach, subject to specified notice and cure periods.

10. Limitation of Liability

Next Inc.'s liability under this Agreement shall not exceed the fees paid by the Customer in the six months preceding the claim. IN NO EVENT WILL NEXT INC. BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

11. General Provisions

This Agreement will be governed by the laws of the jurisdiction where Next Inc. is located. Any disputes arising out of this Agreement will be resolved through arbitration. This Agreement constitutes the entire agreement between the parties regarding NextCard and supersedes all prior agreements and understandings.

12. Amendments and Waivers

Any amendments to this Agreement must be in writing and signed by both parties. The waiver of any breach shall not constitute a waiver of any other breach.

13. Notices

Notices under this Agreement must be in writing and will be deemed given when received by the party at its specified notice address.

14. Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in the event of a merger, acquisition, or sale of all or substantially all of the party's assets.

15. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.