Terms of Service

1.Agreement and Eligibility

These Terms of Service ("Terms") are a binding agreement between you and NEXTMRKT, Inc., a Delaware corporation ("NEXTMRKT," "we," "us," or "our"). They govern your access to and use of NEXTMRKT's websites, applications, marketplace, communications, and related services (collectively, the "Services"). By creating an account, clicking to accept, or using the Services, you agree to these Terms and the documents incorporated by reference.

The Services are intended only for U.S.-based businesses and U.S. transactions during Early Release. You must be at least 18 years old and authorized to act for, and bind where applicable, the business you represent. The Services are not intended for personal, family, or household use. You represent that you, the business you represent, and its owners are not identified on any United States government restricted-party list (including the OFAC Specially Designated Nationals list and the BIS Denied Persons List), are not owned or controlled by any listed party, and are not otherwise subject to U.S. sanctions that would prohibit use of the Services.

2.Accounts and Company Administration

You must provide accurate, current information and keep account credentials secure. A company administrator may invite, remove, and manage users for its organization, and may deactivate a member of its own company. Additional seats are purchased on the Billing page, as described in Section 5. You are responsible for activity conducted through your account except to the extent caused by NEXTMRKT's breach of these Terms.

You may not share credentials, impersonate another person or business, create accounts under false pretenses, or use the Services after suspension without written permission. Notify us promptly of suspected unauthorized access.

3.Marketplace Role

NEXTMRKT provides technology that helps business buyers identify suppliers, issue requests for quotations (RFQs), receive and compare quotes, exchange information, and manage sourcing workflows. NEXTMRKT is not a buyer, seller, manufacturer, distributor, broker, fiduciary, insurer, or agent of any user. Unless NEXTMRKT expressly agrees otherwise in a separate writing, it is not a party to transactions between buyers and suppliers.

NEXTMRKT does not guarantee any user's identity, authority, solvency, regulatory status, products, services, RFQ, quote, performance, quality, safety, delivery, payment, legal compliance, or completion of a transaction. Users must conduct their own diligence and enter any purchase, sale, confidentiality, quality, logistics, or other transaction agreement directly with their counterparty.

Buyer and supplier conduct is governed in more detail by the Marketplace Terms.

4.User Content and Marketplace Activity

You retain ownership of information, RFQs, quotes, messages, attachments, company profiles, and other content you submit ("User Content"). You grant NEXTMRKT a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use User Content as reasonably necessary to operate, secure, improve, and support the Services and comply with law.

You represent that you have the rights and permissions needed to submit User Content and that it is accurate in all material respects. Do not submit export-controlled, classified, unlawfully obtained, or specially regulated information unless NEXTMRKT has expressly agreed in writing that the Services are designed to receive it.

User Content is shown to other users as described in the Services. A buyer may additionally consent to NEXTMRKT sharing a masked version of an RFQ with companies that are not NEXTMRKT users, and publishing it at a link anyone holding the link can open. That consent is given per RFQ, is off unless the buyer turns it on, and is governed by Marketplace Terms Section 9.

5.Fees, Billing, and Taxes

Buyer accounts are free and do not require a payment method unless the buyer chooses to buy additional seats or additional active RFQs. Supplier access is a paid subscription. Plans, prices, included seats, and usage limits are those disclosed on our pricing pages and again at enrollment; the price shown to you at enrollment is the price charged. Paid plans renew automatically for the selected billing period until cancelled. You authorize NEXTMRKT and its payment processor to charge the payment method on file for fees and applicable taxes.

Automatic renewal and your consent. Supplier subscriptions are automatically renewing. Before you enroll, or before we charge a payment method already on file, we show you — clearly and before you are asked to pay anything — the amount that will be charged, the date of the first charge, how often the charge recurs, how long any promotional rate lasts, that the subscription continues until you cancel, and how to cancel. You must affirmatively accept those terms to continue. NEXTMRKT records the exact wording you accepted, the date, and the account that accepted it, and retains that record.

Early Release founding member offer. If you enroll under the founding member offer, your payment method is authorized at enrollment and nothing is charged at that time. The first charge occurs on December 1, 2026 at the founding member rate. That rate is held for twelve billing cycles, through November 30, 2027, after which the plan renews at the standard rate then in effect for your plan. We will send advance notice to the account’s billing contact before the first charge, and again before the founding member rate ends. If you enroll after the founding member window has closed, your subscription begins and is charged on the day you enroll, at the standard rate, with no complimentary period.

Seats. Buyer seats and supplier seats are counted separately, and a user with both kinds of access uses one of each. Plans include a stated number of seats. You may buy additional seats at the per-seat price disclosed before you buy; the charge is prorated for the current period by our payment processor and recurs until you release the seat. Removing a user frees their seat for another user but does not reduce the charge. Releasing a seat stops its charge from the next billing period and does not produce a refund for the current one.

Cancellation. You may cancel a paid subscription at any time from the cancellation page in your account, in no more steps than enrollment took, or by contacting customercare@nextmrkt.com. Cancelling before the first charge means you are never charged. Otherwise cancellation takes effect at the end of the billing period you have already paid for, and you keep access until then. You may reverse a cancellation from the same screen at any point before it takes effect. What cancellation does to your account and marketplace records is described in Section 13.

One-time purchases. Some additions are sold as a single charge rather than a subscription, such as additional active RFQs for buyers. The price, what the purchase adds, and that it is non-refundable are shown to you before you pay. A one-time purchase does not renew, and it is non-refundable except where required by law, including if you later use less than you bought or close your account.

Subscription fees are non-refundable except where required by law. Cancellation stops future renewal but does not produce a prorated refund or credit for the current monthly or annual billing period. We may issue discretionary credits or refunds for billing errors or other circumstances, but doing so does not create an obligation to do so again.

NEXTMRKT does not charge a connection or transaction fee at launch. We may later offer additional paid services or transaction-based fees only when the applicable charge is clearly disclosed before you incur it. You are responsible for taxes associated with your use of the Services, other than taxes on NEXTMRKT's net income.

6.Acceptable Use

You must comply with the Acceptable Use Policy and all applicable laws. You may not misuse the Services, interfere with security or availability, scrape or access the Services through unauthorized automated means, reverse engineer protected portions, transmit malware, violate intellectual property or privacy rights, or use the Services for unlawful, deceptive, abusive, or discriminatory conduct.

7.Non-Circumvention

You may not use the Services to identify or connect with a counterparty or opportunity and then deliberately move that introduced relationship or opportunity outside NEXTMRKT for the principal purpose of avoiding fees that NEXTMRKT clearly disclosed as applicable to that activity. This restriction does not apply to relationships that the parties can document existed independently before the NEXTMRKT introduction, and it does not require users to conduct transactions through NEXTMRKT when no applicable NEXTMRKT fee has been disclosed.

8.Confidentiality Between Users

The Services may facilitate exchanges of confidential business information, but NEXTMRKT does not make information confidential merely by hosting it. Users are responsible for entering appropriate nondisclosure agreements and limiting disclosures. A receiving user must honor any confidentiality obligation it accepts and must not misuse another user's trade secrets or nonpublic information.

9.Third-Party Services

The Services may rely on or link to third-party services, including authentication, payment, hosting, communications, and analytics providers. Their separate terms and privacy practices may apply. NEXTMRKT is not responsible for third-party services outside its reasonable control.

10.Intellectual Property

NEXTMRKT and its licensors own the Services, software, designs, trademarks, documentation, and other materials excluding User Content. Subject to these Terms, NEXTMRKT grants you a limited, non-exclusive, non-transferable, revocable right to use the Services for your internal business purposes during your authorized subscription or access period. No rights are granted by implication.

If you provide feedback, you grant NEXTMRKT a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or compensation, provided NEXTMRKT does not identify you publicly without permission.

11.Copyright Complaints (DMCA)

NEXTMRKT responds to claims of copyright infringement in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512. If you believe material on the Services infringes your copyright, send a written notice containing the information required by 17 U.S.C. § 512(c)(3) to NEXTMRKT’s designated Copyright Agent at customercare@nextmrkt.com with the subject line “DMCA Notice,” or by mail to the notice address in Section 20. Your notice must identify the copyrighted work, identify and locate the allegedly infringing material, provide your contact information, include statements of good-faith belief and accuracy (the accuracy statement under penalty of perjury), and include your physical or electronic signature.

Upon receiving a compliant notice, NEXTMRKT may remove or disable access to the identified material and will take reasonable steps to notify the user who submitted it. That user may provide a counter-notification meeting the requirements of 17 U.S.C. § 512(g)(3), in which case NEXTMRKT may restore the material as permitted by law. NEXTMRKT will terminate, in appropriate circumstances, the accounts of users determined to be repeat infringers. Misrepresentations in a notice or counter-notification may result in liability under 17 U.S.C. § 512(f).

12.Early Release Services

13.Suspension, Cancellation, and Termination

You may cancel as described in the Services. NEXTMRKT may suspend or terminate access for nonpayment, security risk, legal exposure, fraud, abuse, breach, or conduct that may harm users or the Services. Where reasonable, we will give notice and an opportunity to cure.

What closing a company account does. When a buyer company’s account is closed, its open RFQs are closed. An RFQ that has received quotes is closed to a visible closed state recording that it ended because the buyer’s account closed, and every supplier who submitted a quote on it is notified that the requirement is no longer active and that their quote was not rejected. Those quotes are marked expired, so that no supplier is left with a quote that reads as awaiting a decision. An RFQ that received no quotes is closed without notice, because no counterparty is awaiting an outcome. Draft RFQs are not published and are left as they are. RFQs that had already reached a final state are not altered. Users of the company are deactivated and can no longer sign in.

Closing a company account also cancels any paid subscription held by that company, on the same terms described in Section 5: the cancellation takes effect at the end of the billing period already paid for, no further charge is made, and no refund arises for the current period. You do not need to cancel the subscription separately before closing the account.

When a supplier company’s account is closed, every quote it has outstanding with a buyer is withdrawn, and the buyer is notified for each requirement affected. A quote is outstanding if it has been submitted, or awarded but not yet accepted. A quote the buyer has already accepted is not withdrawn: acceptance is an agreement between the two businesses, and closing an account does not undo it. Quotes that had already reached a final state are not altered.

Closed RFQs and the quotes submitted against them remain visible to the suppliers who submitted those quotes, indefinitely. They are a record of work that supplier did and we do not remove them because the other party left.

Deactivating an individual user does not terminate the company account and does not erase company RFQs, quotes, messages, or transaction records. Those records remain attributed to the person who created them.

Reversing a closure. A company account closure can be reversed for 90 days after it takes effect, by contacting customercare@nextmrkt.com. Reversal restores the company account; it does not reopen the RFQs that closing it closed, because suppliers were told those requirements had ended. After 90 days, closure is permanent and the personal information in the account is redacted as described in the Privacy Policy.

Account closure does not require NEXTMRKT to delete records that must or reasonably should be retained for transactions, audits, security, fraud prevention, dispute resolution, legal compliance, or enforcement. The categories we retain after an erasure request, and why, are listed in the Privacy Policy. Provisions that by their nature should survive termination will survive, including ownership, confidentiality, disclaimers, limitations, indemnification, payment obligations, and dispute terms.

14.Disclaimers

15.Limitation of Liability

These limits apply to the extent permitted despite any failure of essential purpose and do not limit any liability that cannot lawfully be limited, including liability for a party’s fraud, intentional misconduct, or gross negligence or gross fault to the extent applicable law prohibits limiting that liability.

16.Indemnification

You will defend, indemnify, and hold harmless NEXTMRKT and its affiliates, officers, directors, employees, and agents from third-party claims, losses, liabilities, damages, judgments, penalties, costs, and reasonable attorneys' fees arising from your User Content, products or services, transactions, violation of law, infringement or misappropriation, fraud or misconduct, or breach of these Terms. NEXTMRKT will provide reasonable notice and may control the defense with counsel of its choice; you may not settle a claim imposing liability or an admission on NEXTMRKT without written consent.

17.Governing Law and Courts

These Terms and any dispute arising from them or the Services are governed by Delaware law, without regard to conflict-of-law rules. The state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction and venue in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.Changes

We may update these Terms. If a change is material, we will provide notice through the Services, by email, or by another reasonable method before the change takes effect, and we will request your affirmative acceptance of the updated Terms (for example, through a click-through at sign-in) before or when the change takes effect. For non-material changes, continued use after the effective date of updated Terms constitutes acceptance, except where applicable law requires affirmative consent.

19.General

Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. You may not assign these Terms without NEXTMRKT's written consent; NEXTMRKT may assign them in connection with a merger, financing, reorganization, sale of assets, or by operation of law. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain effective. Failure to enforce is not a waiver. These Terms and incorporated documents are the entire agreement concerning the Services unless the parties sign a separate agreement that expressly controls.

20.Contact

Questions about these Terms may be sent to customercare@nextmrkt.com. Notices to NEXTMRKT should identify the sender, company, account email, and subject of the notice. Notices may also be mailed to:

Service of process must be made on NEXTMRKT’s registered agent in Delaware: