Terms of Use and Product Purchase

The www.nxtsqft.com web site is owned and operated by NXT SQFT REAL ESTATE SERVICES LLC,.  These Terms of Use (“Terms of Use” or “Agreement”) are intended to make you aware of the terms and conditions of your use of the www.nxtsqft.com web site, any Content (as defined herein), or other products that are offered or provided NXTSQFT.COMPLEASE READ THESE TERMS OF USE CAREFULLY. By using OR OTHERWISE ACCESSING the Site, CREATING, REGISTERING OR ACCESSING AN ACCOUNT, POSTING OR DOWNLOADING CONTENT OR ANY OTHER INFORMATION TO OR FROM THE SITE, OR MANIFESTING YOUR ASSENT TO THESE TERMS OF USE IN ANY OTHER MANNER, you hereby UNEQUIVOCALLY AND expressly agree to BE BOUND BY, and shall be subject to, these Terms of Use.  If you do not UNEQUIVOCALLY agree TO THESE TERMS OF USE, you may not use OR OTHERWISE ACCESS the Site, CREATE, REGISTER OR ACCESS AN ACCOUNT OR post or download Content or any other information to or from the Site.IMPORTANT NOTICE: YOUR USE OF THE SITE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION VIII OF THIS AGREEMENT, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION.  Please carefully review Section VIII of this Agreement for more information.
1. General
            Additional Terms. The Terms of Use are of general application and may be supplemented by additional policies, procedures, disclaimers, guidelines, rules, terms or conditions of specific application disclosed by Nxtsqft.com, including through a registration process or other means.  In the event of a conflict between the Terms of Use and any additional policies, procedures, disclaimers, contracts, guidelines, rules, terms or conditions of specific application, the additional policies, procedures, disclaimers, contracts, guidelines, rules, terms or conditions of specific application shall control. For example and without limitation, the terms of the Residential Real Estate Listing Agreement shall control to the extent any terms in that agreement differ from these Terms of Use.

            Updates. Nxtsqft.com reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Use at any time by posting such changes to this page. You understand that you have the affirmative obligation to check these Terms of Use periodically for changes, and you hereby agree to periodically review these Terms of Use for such changes.  The continued use of the Site following the posting of changes to these Terms of Use will constitute your acceptance of those changes.

            Termination. Nxtsqft.com reserves the right to terminate this Agreement at any time and for any reason upon ten (10) days’ notice to you.  Further, you agree that Nxtsqft.com shall not be liable to you or any third-party for any termination or suspension of your access to the Site or any part thereof, removal of Content or sale of any products.  You may terminate this Agreement at any time by immediately discontinuing all access to the Site and by providing notice to Nxtsqft.com of such discontinuance.  Termination or cancellation of this Agreement shall not affect any right or relief to which Nxtsqft.com may be entitled at law or in equity.

            Intellectual Property Ownership. Unless otherwise specifically noted in these Terms of Use or on the Site, the source code, layout, look, appearance, and graphics of the Site, as well as any text, images, trademarks, service marks, logos and icons displayed on the Site (“Content”), and all intellectual property rights in and to Content, belong to Nxtsqft.com and/or its licensors and may not be used without Nxtsqft.com’s or its licensors’ prior written consent. The Site may not be reproduced, recreated, modified, accessed or used in any manner or disseminated or distributed to any other party in violation of these Terms of Use.

License. Unless otherwise provided for in writing, Nxtsqft.com hereby grants you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Site solely for your own personal, non-commercial purposes or to buy or sell real estate or to access any home services marketplace available to acquire one or more real estate related services through unaffiliated third parties on the Site, subject to your agreement to, compliance with and satisfaction of these Terms of Use.  All rights not otherwise expressly granted by these Terms of Use are reserved by Nxtsqft.com.  If you do not comply with the Terms of Use at any time, Nxtsqft.com reserves the right to revoke the aforementioned license(s), limit your access to the Site or restrict your ability to post or download.  You agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell or exploit for any purpose any portion of or any information from the Site.  You may not obscure or remove any proprietary rights or notices contained in or on the Content.  You are solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for your access to and use of the Site or any part thereof.

            Denial of Access. Nxtsqft.com may discontinue or alter any aspect of the Site, remove Content, functionality or applications from the Site, restrict the time the Site is available or restrict the amount of use permitted at Nxtsqft.com’s sole discretion and without prior notice or liability.  You agree that Nxtsqft.com may, under certain circumstances, immediately suspend and/or terminate your access to the Site or any part thereof.  You further agree that such measures shall be taken in Nxtsqft.com’s sole discretion and without liability to you or any third party.

Meaning of Post or Posting.  For purposes of these Terms of Use, references to “post” or “posting” shall refer to any manner of posting, transmitting, uploading, providing, making available or otherwise transferring material or information.

2. Your Use of the Site

            Prohibited Uses. You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Site or any part thereof, which includes, without limitation:

            (a) use of the Site to post, store or disseminate material or information that, is or to a reasonable person may be false, fraudulent, unlawful, harmful, tortious, abusive, obscene, pornographic, defamatory, libelous, harassing, invasive of another’s privacy, offensive, vulgar, threatening, malicious, embarrassing, hateful or racially, ethnically or otherwise objectionable;

            (b) use of the Site to post, store or disseminate Content, files, graphics, software or other material or information that actually or potentially infringes the rights of any person, including, without limitation, the copyright, trademark, patent, trade secret or other intellectual property rights, or privacy, moral or publicity rights, of any person;

            (c) use of the Site to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Site, to restricted portion of the Site, to Content, or any other computer network or equipment;

            (d) use of the Site to post, store or disseminate any type of computer viruses, trojan horses or any other malicious, destructive, disabling code or programs designed to interrupt, permit unauthorized access, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment;

            (e) use of the Site to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation;

            (f) use of any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Site (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Site);

            (g) use of the Site to gain competitive intelligence about Nxtsqft.com, the Site or any product or service offered via the Site or to otherwise compete with Nxtsqft.com or any of its affiliates; use the information in the Site to create or sell a similar product, service or information;

            (h) harvesting or otherwise collecting any information about other users, including, without limitation, email addresses or other contact information of other users;

            (i) use anything intended to damage or interfere with the proper functioning of the Site and the systems to which it connects or do anything that interferes with any other person’s use of the Site; framing or otherwise simulating the appearance or functions of the Site or any portion thereof;

            (j) copying, modifying, disassembling, reverse engineering, decrypting, framing or translating (except for translations for personal use) of the Site or any other attempt to learn the source code, structure, or ideas upon which the Site is based, or facilitating of any other person in doing so;

            (k) use of the Site to engage in any activity that, as determined by Nxtsqft.com, may intentionally or unintentionally violate these Terms of Use, violate any applicable laws or regulations or conflict with the spirit or intent of these Terms of Use; and

            (l) removing or obscuring any copyright notices or trademarks displayed on the Site.

            User Accounts.  You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your account username and password. You agree to immediately notify Nxtsqft.com in the event (a) your registration information changes, or (b) you learn of or have reason to suspect any unauthorized use of your account or any other breach of security.  You also agree that you will provide truthful and accurate information during the registration process.  Nxtsqft.com may refuse to grant a particular username to you for any reason, including, without limitation, in the event Nxtsqft.com determines that such username impersonates someone else, is protected by trademark or other proprietary right law or is vulgar or otherwise offensive.

            User Representations. You hereby represent and warrant to Nxtsqft.com that (a) you (i) have reached the age of majority in the jurisdiction where you reside (generally 18, 19 or 21 years of age depending on the jurisdiction), (ii) are an emancipated minor under the laws of your jurisdiction of domicile and/or residence, (iii) possess legal parental or guardian consent, or (iv) otherwise have the power and authority to enter into and perform your obligations under this Agreement; (b) all information provided by you to Nxtsqft.com is truthful, accurate and complete; (c) you will comply with the terms and conditions of these Terms of Use and any other agreement to which you are subject that is related to your use of the Site, Content or any part thereof; (d) you have provided and will maintain accurate and complete registration/account information with Nxtsqft.com, including, without limitation, your legal name, email address and any other information Nxtsqft.com may reasonably require; (e) your access to and use of the Site or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; (f) you will immediately notify Nxtsqft.com in the event that you learn or suspect that your registration information, username or password has been disclosed or otherwise made known to any other person; and (g) you will not use the Site in order to gain competitive intelligence about Nxtsqft.com, the Site or any product offered via the Site or to otherwise compete with Nxtsqft.com or its affiliates.

3. User Content
            User Content. The Site offers the ability for Users to create an account and to submit ideas, photographs, pictures, data, questions, comments, suggestions, and information including personally identifiable information (collectively, “User Content”). User Content posted by users via the Site is the intellectual property of the specific users who post such content.  By posting or delivering User Content, you hereby grant to Nxtsqft.com a limited, transferable, nonexclusive, worldwide, perpetual, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense and create derivative works and compilations incorporating such User Content.            User Content Representations. For any User Content that you post via the Site, you hereby represent and warrant that: (a) you are owner of such User Content or otherwise have the right to grant Nxtsqft.com the licenses granted pursuant to this Agreement; (b) you have secured any and all consents necessary to post the User Content and to grant the foregoing licenses; (c) the User Content does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and such User Content does not contain any personally identifiable information about third parties in violation of such parties’ rights; and (d) the use of any User Content will not result in harm or personal injury to any third party. You agree to defend, indemnify and hold harmless Nxtsqft.com, its officers, members, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with (x) any claim that the User Content you provide infringes or misappropriates any intellectual property or other rights of Nxtsqft.com or third parties, (y) Nxtsqft.com’s use of any User Content you provide, and (z) any claim brought by a third party against Nxtsqft.com relating to the User Content you provide.            Monitoring of User Content. Nxtsqft.com does not generally monitor or otherwise remove User Content after it is posted on the Site except as required or permitted by law or otherwise in the sole discretion of Nxtsqft.com, and reserves the right to remove any and all material that it feels is actually or potentially inappropriate, offensive, illegal or harmful in any respect or which may violate these Terms of Use. Nxtsqft.com does not make any warranties or representations regarding any of the User Content. Nxtsqft.com does not necessarily approve, endorse, sanction, encourage, verify or agree with any message posted by its users or otherwise embodied in the Content.  Nxtsqft.com is not and will not be liable for any Content or User Content that may be offensive, indecent, vulgar, defamatory or otherwise objectionable.            Accuracy, Currency, and Completeness. All User Content originates from the applicable users and is beyond the control of Nxtsqft.com. Nxtsqft.com neither initiates the provision of such User Content nor monitors the specific content or accuracy of the User Content being provided. Without limiting the generality of any other provision of these Terms of Use, Nxtsqft.com shall have no responsibility for or liability related to the accuracy, content, currency, completeness or delivery of any User Content.  The applicable user providing such User Content is responsible for the accuracy, content, currency, completeness and delivery of the User Content provided by such user. NXTSQFT.COM DOES NOT PROVIDE OR CONTROL, AND IS NOT RESPONSIBLE FOR, THE USER CONTENT. NXTSQFT.COM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.
4. Privacy
For more information on how Nxtsqft.com collects, stores and uses data collected from you, please review Nxtsqft.com’s Privacy Policy, located at https://nxtsqft.com.com/privacy.
5. Links/Other Resources
As a service to our users, the Nxtsqft.com may provide links to other websites or resources on the Internet, or information about other resources that may be of interest. However, because Nxtsqft.com has no control over such websites or resources, you acknowledge and agree that Nxtsqft.com is not responsible for the availability of such external websites or resources, and Nxtsqft.com does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources, or for any privacy or other practices of the third parties operating those websites or resources, and the presentation of third-party links or content by Nxtsqft.com is not intended to be an endorsement, sponsorship or recommendation by Nxtsqft.com. You further acknowledge and agree that Nxtsqft.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party Content, goods or service available on or through any third-party site or resource. Nxtsqft.com strongly encourages you to review any separate terms of use and privacy policies governing use of these third-party websites and resources. Please be aware that when you exit the Site, you are subject to the policies of the new site.
6. Home Services Marketplace Service Providers The third-party services providers accessed through any home services marketplace section of the Site are employed by or work with independent third parties and are not representatives, employees, agents or affiliates of Nxtsqft.com.  While Nxtsqft.com has a commercial agreement with certain third parties; all third-party service providers set their own fees and expenses and Nxtsqft.com shall not be responsible for any work performed or products or services provided by any such third party service providers.   These Terms of Use shall apply to any and all such third-party service providers on the terms and conditions set forth herein.
7. Warranties; Disclaimers; Limitation of Liability; Indemnification        

    
Disclaimers of Warranties.Nxtsqft.com uses reasonable efforts to maintain the Site, but Nxtsqft.com is not responsible for any defects or failures associated with the Site, any part thereof, any Content posted using the Site, the User Content or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures.  The Site may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions, (b) periodic maintenance procedures, upgrades or repairs which Nxtsqft.com may undertake from time to time, or (c) causes beyond the control of Nxtsqft.com or which are not foreseeable by Nxtsqft.com. Nxtsqft.com will not be liable for failure to provide access to the Site for any reason whatsoever.

            Neither NXTSQFT.COM nor any of our affiliates makes any promises about the SITE. TO THE MAXIMUM EXTENT ALLOWED BY LAW, NXTSQFT.COM EXPRESSLY DISCLAIMS ALL WARRANTIES express or implied and THE SITE, ANY CONTENT, AND ANY INFORMATION PROVIDED VIA THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NXTSQFT.COM MAKES NO COMMITMENTS ABOUT THE RELIABILITY, AVAILABILITY, OR SECURITY OF THE SITE AND RELATED TRANSMISSION OF PERSONAL INFORMATION. NXTSQFT.COM DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS OR OTHER OBLIGATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

            ALTHOUGH NXTSQFT.COM USES REASONABLE EFFORTS TO ENSURE THAT THE INFORMATION CONTAINED ON THE SITE IS AS ACCURATE AS POSSIBLE, NXTSQFT.COM also GIVES NO WARRANTY OF ANY KIND REGARDING THE SITE AND/OR NXTSQFT.COM CONTENT posted or otherwise made available therein.  NXTSQFT.COM, WITHOUT LIMITATION, MAKES NO WARRANTY THAT THE SITE, ANY CONTENT OR ANY OTHER INFORMATION PROVIDED VIA THE SITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. FURTHER.  Nxtsqft.com DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY NXTSQFT.COM CONTENT, or  THAT THE RESULTS OBTAINED FROM THE USE OF THE SITE OR NXTSQFT.COM CONTENT WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF THE SITE OR ANY CONTENT, PRODUCTS, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.

            ANY NXTSQFT.COM CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH NXTSQFT.COM CONTENT OR MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH THE SITE OR ANY PRODUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF USE.

            Limitation of Liability. TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NXTSQFT.COM SHALL NOT BE LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Nxtsqft.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SITE OR ANY CONTENT; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS RESULTING FROM the inability to access or utilize ANY PRODUCTS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE, OR OTHERWISE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE SITE, OR ITS CONTENT.   IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SITE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT SHALL NXTSQFT.COM’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE.

            REGARDLESS OF THE PREVIOUS PARAGRAPHS SET FORTH IN THIS SECTION VII, IF WE ARE FOUND TO BE LIABLE, IN NO EVENT SHALL NXTSQFT.COM BE LIABLE FOR ANY DAMAGES RELATING TO THIS AGREEMENT GREATER THAN ONE THOUSAND U.S. DOLLARS ($1,000), TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

            Release / Indemnification. You agree to release Nxtsqft.com, its members, managers, officers, employees and agents, from any and all liability and obligations whatsoever in connection with or arising from your use of the Site.  If at any time you are not happy with the Site or object to any material within the Site, your sole remedy is to cease using the Site. You agree to defend, indemnify and hold harmless Nxtsqft.com, its officers, members, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with (a) your access to or use of the Site or any part thereof, (b) any User Content you post via the Site, (c) a breach or alleged breach by you or any of your representations, warranties, covenants or obligations under this Agreement, (d) infringement or misappropriation of any intellectual property or other rights of Nxtsqft.com or third parties by you, or (e) any negligence or willful misconduct by you, (e) any other claim related to your performance under this Agreement, (f) any negligence, breach of a contract or duty, or other claim whether legal or equitable you may have against a third-party that you encountered through the Site, and (g) your use of any Content provided by Nxtsqft.com.

8. DCMA Procedure
            Copyright Notice. Nxtsqft.com respects the intellectual property of others, and we ask our users to do the same.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Nxtsqft.com’s Copyright Agent the following information: (a) an electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Site sufficient to allow us to locate the allegedly infringing material; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

            Please contact Nxtsqft.com’s Copyright Agent for Notice of Claims of copyright infringement at: copyright@nxtsqft.com.com. Copyright owners and agents acknowledge that failure to comply with all of the requirements of the foregoing may result in an invalidity of any DMCA notice.

            Counter-Notice.  If you believe that the Content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the Content, you may send a counter-notice containing the following information to the Copyright Agent: (a) your physical or electronic signature; (b) identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (c) a statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the User Content; and (d) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Dallas County, Texas, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

            If a counter-notice is received by the Copyright Agent, Nxtsqft.com may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days.  Unless the copyright owner files an action seeking a court order against the person providing such Content, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Nxtsqft.com’s sole discretion.

            Removal of User Content. Please note however, that such User Content may not be completely removed or may otherwise still be available to others in the following circumstances: (a) your User Content has been incorporated into derivative works or compilations created by Nxtsqft.com or other parties; (b) such User Content has been retained in Nxtsqft.com’s data backup systems or for archival purposes; or (c) to the extent such User Content has been sold to or downloaded by other persons and such persons retain your User Content.

9. Governing Law; Agreement to Arbitrate
            Governing Law The validity, construction and effect of this Agreement will be governed by the laws of the U.S. State of Texas, without giving effect to that state’s conflict of laws rules.   Any dispute, controversy, or claim between you and Nxtsqft.com will be resolved in accordance with the Agreement to Arbitrate, set forth below.

            AGREEMENT TO ARBITRATE.  All disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement) or our operation of the Site shall be resolved by final and binding arbitration to be held in the English language in Dallas, Texas pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part, of this Agreement is void or voidable. 

 

            THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in a court of competent jurisdiction, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.

10. Miscellaneous
            Independent Contractors.  The parties are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other.

            Waiver/Severability.  No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

            Notice; Consent to Communications.  Unless otherwise provided in this Agreement, all notices shall be in writing and shall be deemed to be delivered when sent by first-class mail, postage prepaid, or when sent by facsimile or email to either party’s last known post office, facsimile or email address, respectively.  You hereby consent to notice by email. Nxtsqft.com may send you via such email address Nxtsqft.com newsletters, product updates, service-related information and other offers and information from Nxtsqft.com or its business partners, and you hereby consent to such emails. Nxtsqft.com also may contact you by email to respond to any customer service or other inquiries you submit.

            Equitable Relief / Fees.  The parties agree that breach of the provisions of this Agreement, including, but not limited to, the unauthorized use of the Site or Content, would cause irreparable harm and significant injury to Nxtsqft.com which would be both difficult to ascertain and which would not be compensable by damages alone. As such, the parties agree that Nxtsqft.com has the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies Nxtsqft.com may have for your breach of this Agreement. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.

            Force Majeure.  If the performance of any part of this Agreement by either party (other than the payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

            Survival.  The terms and provisions of Sections VI, VII, VIII, IX and X shall survive any termination or expiration of this Agreement.

            Assignment. You shall not assign or transfer this Agreement or any rights or obligations under this Agreement.  Any unauthorized assignment or transfer hereof shall be void and constitutes ground for immediate termination of this Agreement by Nxtsqft.com.  This Agreement binds and inures to the benefit of the Nxtsqft.com and its permitted successors and permitted assigns.

            Entire Agreement.  This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Site and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Site. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.

            Release. You release Nxtsqft.com Inc, its affiliates, and their respective directors, officers, employees and agents from all liability related to any and all claims and demands you may assert against any third party arising out of the Services. If you are a California resident, you waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

            Choice of Law; Disputes. These Terms of Use are governed by the laws of the State of Texas, without giving effect to its conflict of laws provisions. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in Dallas County, Texas for any and all disputes, claims and actions arising from or in connection with the Services and/or these Terms of Use. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys’ fees and expenses.

            Contact.  This Site is operated by Nxtsqft.com, Inc. All inquiries may be directed to Nxtsqft.com at info@nxtsqft.com