Master Cloud Agreement

Updated Date: July 1, 2026, 12:00 AM

This Master Cloud Agreement (“MCA”) together with all exhibits and references incorporated herein, including without limitation, the Data Processing Agreement ("DPA"), the Service Level Agreement ("SLA"), the Acceptable Use Policy ("AUP"), the other Policies, and, where applicable, the DORA Addendum and the Data Act Addendum, together with any other exhibits, addenda, or policies referenced from this MCA (all collectively defined herein as the “Agreement”), forms a legally binding and enforceable agreement by and between Collaborne B.V., a private limited company incorporated in the Netherlands trading as NEXT ("NEXT") and Customer, as such terms are defined below and detailed in the Order Form. Customer and NEXT may be referred to herein collectively as the “parties” or individually as a “party”. This Agreement is effective as of the date the Customer accepts and signs the Order Form ‎‎(“Effective Date”).‎

WHEREAS, NEXT provides a cloud-based customer-intelligence platform that builds and maintains a customer memory from Customer Data and Inputs, and applies artificial intelligence, including generative and agentic AI ("AI System"), to generate insights and Outputs and deliver them into Customer's workflows (the Platform, Account, AI System, the memory generated on Customer's behalf, and features therein collectively, the "Services"); and

WHEREAS, Customer desires to access and use the Services in accordance with the terms and conditions set forth in this Agreement and the applicable Order Form.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable considerations, the parties hereby agree as follows:

1. Access to and Use of the Services

1.1.  License

During the Term, and for Customer’s internal business purposes, NEXT hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, and limited license (“License”): (i) to access and use the Platform, Account and configure, design, build and monitor the AI System; (ii) use the AI System; (iii) add or remove Authorized Users; (iv) view usage reports, monitor the AI System, including configuring notification preferences; and (iv) access support resources and Documentation. 

1.2.  Account responsibility

Customer is responsible for the activities conducted under its Account, and shall ensure that the Account information is accurate, updated, and complete and shall maintain and promptly update such information as necessary through the Account settings. Customer is responsible for maintaining the confidentiality of all login credentials and Account information. Customer shall not, directly or indirectly, permit any person to access or use the Services except as expressly permitted by the Agreement. Customer must promptly notify NEXT of any unauthorized use or suspected security breach at: security@nextapp.co. NEXT may suspend access to the Services if it reasonably suspects or detects unauthorized use or a security threat, in which case it shall cooperate with Customer to mitigate the risks and resolve the matter.

1.3.  Affiliates

Customer's Affiliates may access the Services as Authorized Users under Customer's Account, or may enter into their own Order Forms incorporating this Agreement. Where an Affiliate enters into its own Order Form, that Affiliate is bound by this Agreement as the "Customer" with respect to that Order Form. Customer and the contracting Affiliate are jointly and severally responsible for all obligations under that Order Form, including payment. Customer remains responsible for its Affiliates' compliance with this Agreement.

1.4.  Use restrictions

Customer agrees to use the Services solely in accordance with this Agreement, Documentation, Acceptable Use Policy, and all applicable Laws. Without limiting the foregoing, Customer will not, and will not permit any Authorized User or third party to: (i) copy, modify or create derivative works of the Services; (ii) rent, lease, resell, sublicense, distribute or provide the Services on a service-bureau basis; (iii) reverse engineer, decompile or attempt to access the source code or non-public APIs; (iv) use the Services to build a competing product or model, or to develop foundation or other large-scale models that compete with the Services; (v) use the Services or Third-Party Systems in a manner that infringes, misappropriates, or otherwise violates any third-party rights or applicable laws, including consumer-protection laws, data-protection and anti-tracking laws, recording and wiretapping laws, and AI-disclosure regulations; (vi) transmit unlawful, harmful, infringing or abusive content, or any viruses or harmful code; (vii) access the Services from an embargoed territory; (viii) interfere with, disrupt, or compromise the integrity or performance of the Services or their underlying infrastructure, or conduct any security or vulnerability test without NEXT’s prior written consent; (ix) remove or obscure any proprietary notices; or (x) publish or disclose any benchmark or performance information about the Services. Customer’s use must comply with the Acceptable Use Policy, which forms part of this Agreement.

1.5.  Age requirement

The Service is not intended for, and may not be used by, anyone under the age of 16. Customer is responsible for ensuring that all Users are at least 16 years old.

1.6.  Trials and Beta Services

NEXT may offer features on a free, trial, alpha, beta, pilot, preview or early-access basis (“Beta Services”). Use of Beta Services is optional and permitted only for Customer’s internal evaluation during the period NEXT designates (or, if none is designated, thirty (30) days). Beta Services may be incomplete or discontinued, and their features and performance information are NEXT’s Confidential Information. Notwithstanding anything to the contrary, Beta Services are provided “as is” with no warranty, indemnity, SLA or Support, and NEXT’s total liability arising from Beta Services will not exceed US$50.

1.7.  Third-Party Systems

Customer acknowledges that the Services includes Third Party Systems. NEXT represents that the inclusion of Third-Party Systems will not reduce the rights granted herein or restrict Customer’s ability to use the Services in accordance with the applicable Documentation. The use or integration of Third-Party Systems within the Services will not obligate Customer to license its own software or products under any open source or similar license. NEXT may use Third Party Systems to provide, enhance, or support the Services. NEXT is not liable for failure or unavailability of Third-Party Systems not in NEXT's reasonable control, including provider’s failure to perform or discontinuation of its service, or any other action or inaction by such provider. This Section does not limit NEXT's responsibility for its Subprocessors under the DPA.

1.8.  Changes to Third-Party Systems

NEXT reserves the right to add, modify, replace, or discontinue any Third-Party Systems integrated with or used in connection with the Services at any time, with or without notice to Customer, provided that such changes do not materially decrease the overall functionality of the Services. NEXT will use commercially reasonable efforts to minimize any disruption to the Services resulting from such changes.

1.9.  Changes to the Services

NEXT may, from time to time, update, enhance, modify, or discontinue features or functionalities of the Services, comply with law or regulatory requirements, improve quality, performance, security, efficiency, or for any other legitimate business purpose, provided it does not materially decrease the overall functionality of the Services during a subscription term. NEXT will provide Customer with prior notice of any material changes that may significantly affect Customer’s use of the Services, which may include in-Service notifications or other reasonable means. With respect to API changes, NEXT will provide at least thirty (30) days’ prior written notice for any breaking changes or deprecation of API versions and will maintain backward compatibility for deprecated API versions for a minimum of ninety (90) days following such notice, unless such changes are required for security or legal compliance purposes. Customer understands that continued use of outdated versions of the Services or deprecated API versions may impact on interoperability, availability, performance, or supportability of the Services. Customer is solely responsible for making any necessary changes to its systems, applications, or integrations to maintain compatibility with the current version of the Services and supported API versions.

2. Responsibilities

2.1.  Customer responsibilities

Customer shall be responsible for: (i) ensuring the accuracy, quality, integrity, and legality of Customer Data and Inputs and that Customer Data does not infringe third-party rights (including intellectual property and data protection rights). Customer acknowledges that the AI System generates responses based on Customer Data. NEXT shall not be held liable or responsible for any harmful, unlawful, misrepresenting or infringing Output resulting from Customer Data; (ii) providing any technical data or other information reasonably required by NEXT to deliver the Services, and hereby granting NEXT all necessary and irrevocable rights and permissions in Customer Data solely as required to perform the Services; (iii) ensuring that its use of AI System and Inputs complies with applicable regulations, including content moderation regulations, obtains all necessary consents or providing required disclosures to End Users as required by applicable law, including Telecommunication Laws, AI regulations, recording and wiretapping regulations and data protection regulations; and (iv) to the extent applicable, procuring and maintaining all equipment and ancillary services necessary to access and use the Services, including (if applicable) servers, cloud hosting, data backup systems, networking, etc. (“Equipment”). Except as expressly set forth in the Agreement, NEXT is not responsible for supplying any Equipment to Customer under the Agreement, nor shall it be responsible for any malfunction or error caused by the Equipment

2.2 Financial Services Entities

For Customers that are financial entities (as defined under DORA), see the DORA Addendum, which, if applicable, forms an integral part of this Agreement.

2.3.  Prohibited Data and High Risk Activities

Customer must not use the Service with Prohibited Data or for High Risk Activities. Customer acknowledges that the Service is not intended to meet any legal obligations for these uses, including HIPAA requirements, and that NEXT is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, NEXT has no liability for Prohibited Data or use of the Service for High Risk Activities.

2.4.  Account takeover

The Service may contain functionality allowing Customer to convert accounts previously registered by individuals using email addresses from Customer’s domain into User accounts under Customer’s control. Customer represents and warrants that it has all necessary rights and consents to the extent it converts any existing accounts registered using email addresses from Customer’s domain into accounts under Customer’s control.

2.5.  NEXT responsibilities

NEXT shall: (i) use Customer Data, Inputs, and Outputs solely as permitted under this Agreement and only for the purpose of providing the Services, and, where applicable, Professional Services; and (ii) implement commercially reasonable measures to maintain the security and integrity of the Services, Customer Data, Inputs, and Outputs including technical and organizational safeguards to protect against accidental, unlawful, or unauthorized access, use, destruction, transfer, disclosure, or alteration of Customer Data, Inputs, and Outputs as further detailed in the DPA, (iii) deliver the Services subject to the SLA and Support Policy.

2.6.  Suspension

NEXT may suspend Customer’s or an Authorized User’s access to the Services if (i) Customer breaches Section 1.4 (Use restrictions), Section 2 (Responsibilities) or the Acceptable Use Policy; (ii) Customer’s account is ten (10) or more days overdue on undisputed fees; or (iii) Customer’s or an Authorized User’s actions risk harm to other customers or to the security, availability or integrity of the Services. Where practicable, NEXT will give prior notice and, once the underlying issue is resolved, will promptly restore access. Suspension under this Section is distinct from the non-operation of metered features due to insufficient Credits, which is governed by Section 5.5 (Insufficient Credit Balance).

3. Representations, Warrants, Warranties and Disclaimers

3.1.  Mutual warranty

Each party represents and warrants that: (i) it has the full legal power and authority to enter into and perform its obligations under this Agreement; and (ii) the execution and performance of this Agreement does not and will not conflict with or violate any other agreement, law, or obligation by which it is bound.

3.2.  Limited warranties

NEXT represents and warrants  that: (i) the Services will materially conform to the specifications in the Documentation and service level commitments set forth in the applicable Order Form and SLA; (ii) it shall perform the Services including Professional Services (if applicable) in a professional manner in accordance with industry standards for similar services; and (iii) it has implemented and will maintain appropriate monitoring, validation, and quality assurance procedures to ensure the safe, reliable, and professional operation of the Services; (collectively, the “Service Warranties”).

3.3.  Warranty remedy

Customer must notify NEXT in writing of any alleged breach of the Service Warranties within thirty (30) days of becoming aware of such breach. If NEXT determines that a breach of warranty has occurred, NEXT will promptly correct or re-perform the affected Professional Services at its own expense or correct the non-conformity within the Services subject to the SLA. If NEXT cannot do so within 60 days of Customer’s warranty claim, either party may terminate the affected Order as relates to the non-conforming Service or Professional Services. NEXT will then refund to Customer any pre-paid, unused fees for the terminated portion of the subscription term or for the non-conforming Professional Services. These procedures are Customer’s exclusive remedy and NEXT's entire liability for breach of the warranties in Section 3.3. These warranties do not apply to (a) issues caused by misuse or unauthorized modifications, (b) issues in or caused by Customer Systems or other third-party systems; or (c) Trials and Betas or other free or evaluation use.

3.4.  Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL SERVICES, INCLUDING THE PLATFORM, ACCOUNT, AI SYSTEM, API, OUTPUTS, AND ANY FREE SERVICES OR BETA SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE, OR TRADE. WITHOUT LIMITING ITS EXPRESS OBLIGATIONS UNDER SECTION 2.5, NEXT MAKES NO WARRANTY REGARDING NON-INTERRUPTION OF USE AND MAKES NO WARRANTY THAT SERVICES WILL BE ERROR-FREE OR BUG-FREE. FURTHER, NEXT EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY ARISING FROM OR RELATED TO (I) INTEGRATIONS WITH CUSTOMER SYSTEMS; (II) FAILURES OR DATA LOSS ARISING FROM THE INTERNET OR OTHER ELECTRONIC COMMUNICATIONS; (III) THE MATERIALS; AND (IV) THE EQUIPMENT, WHETHER PROVIDED BY NEXT OR ANY THIRD PARTY, EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT.

4. Intellectual Property and Data

4.1.  NEXT IP

As between the parties, NEXT owns and retains all right, title, and interest in and to the Platform, AI System, Documentation, Analytics Information, System Generic Materials, NEXT Technology, and any derivative works of such, know-how, trade secrets, and related Intellectual Property Rights (collectively, “NEXT IP”). Except for the limited rights expressly granted to Customer under this Agreement, no rights in or to the NEXT IP are granted, assigned, or transferred to Customer. The License granted to Customer under this Agreement is a limited, non-exclusive license and does not convey any ownership or other rights in the NEXT IP.

4.2.  Customer IP

As between the parties, Customer owns and retains all right, title, and interest in and to the Customer Data, Inputs and Outputs, to the extent that the deployment, configuration, and operation of the AI System do not include or incorporate NEXT IP or NEXT Confidential Information (collectively, “Customer IP”). Nothing in this Agreement transfers any ownership rights in Customer IP to NEXT, except for the limited license granted herein.

4.3.  License to NEXT

Customer hereby grants NEXT a non-exclusive, worldwide, royalty-free license to use, process, store, transmit, and display Customer Data, Inputs, and Outputs solely as necessary to provide the Services, fulfill its obligations under this Agreement, and as otherwise expressly permitted herein.

4.4.  No training using Customer Data

NEXT does not use Customer Data, Inputs, Outputs, or Customer Prompts to train foundation or other machine-learning models, and grants no such right to any Third-Party System provider. 

4.5 Feedback

If Customer provides NEXT with any suggestions, ideas, enhancement requests, feedback, recommendations, or other input regarding the Services (“Feedback”), Customer agrees that such Feedback is provided voluntarily and on a non-confidential, non-proprietary basis. NEXT shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback without restriction and without any obligation or compensation to Customer. For the avoidance of doubt, Feedback shall not include any Customer Data and/or Customer Confidential Information.

5. Fees and Credits

5.1. Subscriptions and credits

The Service operates on a subscription-based annual fee model, minimum fixed commitments, a credit-based usage model, or a combination of the above, as agreed in the applicable Order Form. Subscription fees are annual and fixed for the applicable subscription term, as agreed by the parties in the Order Form. However, Credits are consumed when Customer uses the Services, and different types of interactions may consume different amounts of Credits, specific Credit consumption rates detailed in the applicable Order Form. NEXT may update Credit consumption rates by providing Customer with thirty (30) days’ prior written notice. Any changes will apply only to Credits purchased after the effective date of such change and will not affect Credits already purchased by Customer.

5.2.Credit allocation

Credits will be allocated to Customer’s Account upon receipt of payment. Customer may monitor Credit usage and balance through the Account. Customer shall maintain up-to-date contact information to receive notifications regarding Credit usage. Payments shall be made by the method specified in the Order Form or as otherwise agreed by the parties.

5.3.Subscriptions and credit purchases

Except as expressly provided in the Agreement or as required by applicable law, all subscription and/or Credit purchases are final and non-refundable, non-cancellable, regardless of whether the Service was used, except as set out in Section 3.3 (Warranty Remedy), Section 9.1 (Indemnification by NEXT) and the SLA. Customer may purchase additional Credits at any time during the Term at the then-current rates specified by NEXT or as set forth in the Order Form.

5.4.Subscription Term

Unless otherwise specified in the applicable Order, each Subscription Term will renew for successive 12-month periods, unless either party gives the other party notice of non-renewal at least 90 days before the current Subscription Term ends.

5.5.  Insufficient Credit balance

If Customer's Credit balance is insufficient to complete a requested action, the Service functionality may be limited until additional Credits are purchased. NEXT will not be liable for any interruption or limitation of Service resulting from insufficient Credits.NEXT will use reasonable efforts to notify Customer when the Credit balance falls below a specified threshold. NEXT will not be liable for any interruption, limitation, or degradation of Service resulting from insufficient Credits. Customer may configure automatic Credit replenishment or purchase alerts through the Account.

5.6.  Additional Credits and overage

If Customer exceeds the permitted scope of use or Credit allocation purchased as detailed in the Order Form, NEXT reserves the right to charge Customer additional fees at then-current rates.

5.7.  Nature of Credits

Credits have no cash value and cannot be exchanged for cash or any other form of consideration. Credits are non-transferable and may only be used by Customer or Authorized Users under the Account from which they were purchased. Credits may not be sold, transferred, assigned, or shared with any third party or between Customer Accounts without NEXT’s prior written consent. Credits expire at the end of the Subscription Term in which they were allocated.

5.8.  Payments

Fees are as described in each Order. Customer will reimburse NEXT for pre-approved travel and lodging expenses it incurs in providing Professional Services. Fees are invoiced on the schedule in the Order and reimbursable expenses are invoiced in arrears. Unless the Order provides otherwise, all fees and expenses are due within 30 days of the invoice date. Fees for renewal Subscription Terms are at NEXT's then-current rates, regardless of any discounted pricing in a prior Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less.

5.9. Taxes

Payment and Credits under this Agreement are exclusive of taxes and similar assessments. Customer is responsible (to the extent applicable) for payment of all sales, use and excise taxes, imposed by local governmental or regulatory authorities, except for NEXT income taxes.

6. Term and Termination

6.1.  Term

This Agreement shall commence on the Effective Date and remain in full force and effect until terminated in accordance with this Section (“Term”). The Term shall automatically continue for as long as there is at least one active Order Form in effect.

6.2.  Termination for cause

Either party may terminate this Agreement or any affected Order Form for cause (“Termination for Cause”) if the other party materially breaches any provision of this Agreement or any Order Form (including failure to pay undisputed fees when due) and fails to cure such breach within thirty (30) days after receiving written notice from the non-breaching party. Termination for Cause shall not limit either party’s right to pursue any other remedies available at law or in equity, including injunctive relief. In the event of Termination for Cause by Customer, NEXT shall refund Customer a pro-rata portion of any prepaid, unused Credits applicable to the remaining period after the effective date of termination.

6.3.  Effect of termination

Upon expiration or termination of this Agreement for any reason: (i) the License granted to Customer shall immediately terminate, and Customer shall cease all use of and access to the Services, except for the limited access expressly permitted during the Transition Period described in subsection (vi) below; (ii) each party shall promptly return, or if instructed in writing, securely destroy all Confidential Information of the other party in its possession or control, except as otherwise agreed in writing or as required by applicable law; (iii) termination or expiration shall not affect any rights or obligations accrued prior to the effective date, including Customer's obligation to pay any outstanding fees, nor limit either party's right to pursue available remedies; (iv) NEXT shall delete or return Customer Data, Inputs and Outputs in accordance with Customer's written instructions, unless otherwise required by law. Notwithstanding the above, NEXT is not obligated to retain Customer Data, Inputs or Outputs and reserves the right, subject to its obligations under applicable laws and this Agreement, to delete any and all of the foregoing within sixty (60) days following termination or expiration of the Agreement. Customer is responsible for downloading Customer Data, Inputs, Outputs or any information hosted on Customer's behalf; and (vi) NEXT shall provide Customer with continued access to the Services and Customer Data, Inputs and Outputs for a period of thirty (30) days ("Transition Period") solely to enable Customer to retrieve the foregoing and facilitate an orderly transition. During the Transition Period, NEXT shall provide reasonable assistance to Customer, to facilitate the orderly migration of Customer Data, Inputs and Outputs and transition of services to Customer or a third-party designated by Customer. Such assistance shall include, but not be limited to, providing Customer with all necessary data in machine readable format, documentation, and technical support required for migration. At the end of the Transition Period, NEXT shall, at Customer's written direction, delete or return all Customer Data, Inputs and Outputs as set forth herein. To the extent applicable, the DORA Addendum and EU Data Act Addendum shall provide additional rights.

6.4.  Survival

These Sections survive expiration or termination of this Agreement: Section 1.4 (Use restrictions), Section 2 (Responsibilities), Section 3.4 (Disclaimer), Section 4 (Intellectual Property and Data), Section 5 (Fees and Credits), Section 6.3 (Effect of termination), Section 6.4 (Survival), Section 7 (Confidentiality), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Jurisdiction, Dispute Resolution and Governing Law), Section 11 (Miscellaneous) and Section 12 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

7. Confidentiality

7.1.  Obligations

7.1 The Receiving Party shall hold in strict confidence all Confidential Information of the Disclosing Party and shall not disclose or use any such Confidential Information for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written consent. Each party may disclose Confidential Information only to its employees, contractors, advisors, and auditors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Receiving Party shall use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential and proprietary information of a similar nature, but in no event less than a reasonable standard of care.

7.2.  Compelled disclosure

If Receiving Party is compelled by law, regulation, court order, or other legal process to disclose Confidential Information of the Disclosing Party, it shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such requirement prior to disclosure, and reasonable assistance, at Disclosing Party’s expense, if the Disclosing Party wishes to contest or limit the disclosure.

7.3.  Equitable relief

Receiving Party acknowledges that any breach or threatened breach of this Section 7 may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive or other equitable relief to prevent or restrain any such breach or threatened breach, without the requirement to post a bond or prove actual damages.

7.4.  Duration

The confidentiality obligations set forth in this Section 7 shall survive expiration or termination of this Agreement indefinitely; provided, however, that obligations with respect to information constituting trade secrets under applicable law shall continue for as long as such information remains a trade secret.

8. Limitation of Liability

8.1.  Consequential damages waiver

Except as expressly stated in this Agreement, neither Party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including without limitation any loss of profits, revenue, business, data, goodwill, or anticipated savings, arising out of or in connection with this Agreement, any Order Form, or the use or inability to use the Services, regardless of the cause of action or theory of liability (whether in contract, tort, including negligence, or otherwise), even if such Party has been advised of the possibility of such damages.

8.2.  Liability cap

Each party’s total aggregate liability for all claims arising out of or relating to this Agreement, any Order Form, or the Services shall not exceed the total Fees actually paid by Customer to NEXT under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to such claim.

8.3.  Excluded Claims

The limitations set forth in Sections ‎8.1 and ‎8.2 shall not apply to: (i) a party’s willful misconduct; (ii) either Party’s breach of its confidentiality obligations, excluding claims relating to Customer Data, Inputs and Outputs; (iii) amounts payable to third parties under the indemnifying party’s obligations in Section 9 (Indemnification); (iv)  Customer’s payment obligations under this Agreement; (v) NEXT's performance of the Service that results in death, personal injury or damage to tangible property; or (vi) Customer’s breach of Sections 1.4 (User Restrictions) or 2 (Responsibilities).

8.4.  Application

The waivers and limitations in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

9. Indemnification

9.1.  Indemnification by NEXT

NEXT shall defend, indemnify, and hold harmless Customer from and against third-party proceeding, action, or claim alleging that the Platform, when used in accordance with this Agreement and Documentation, infringe or misappropriate such third party’s valid patent, copyright, trademark, or trade secret (each an “IP Claim“). NEXT shall, at its expense, defend such IP Claim and pay damages, costs, and attorneys’ fees finally awarded against Customer by a court of competent jurisdiction or agreed to in a settlement approved by NEXT. If the Platform becomes, or in NEXT's reasonable opinion is likely to become, the subject of an IP Claim, NEXT may, at its option and expense: (i) procure for Customer the right to continue using the Platform as set forth herein; (ii) replace or modify the Platform to make it non-infringing while providing substantially equivalent functionality; or (iii) if options (i) or (ii) are not commercially reasonable, terminate the affected Order Form and refund Customer any prepaid Credits. This Section 9.1 sets NEXT’s entire liability and Customer’s sole and exclusive remedy with respect to any infringement or misappropriation of intellectual property rights.

9.2.  Exclusions

NEXT shall have no obligation under Section 9.1 with respect to any IP Claim to the extent arising from or related to: (i) modification made to the Platform by anyone other than NEXT or its authorized representatives; (ii) Customer’s use of the Platform in violation of this Agreement or the Documentation; (iii) Customer’s Equipment, Customer Data, Customer Systems, or any Inputs provided by Customer caused such claim to arise; or (iv) continued use of the Platform after NEXT has provided Customer with a non-infringing alternative or modification.

9.3.  Indemnification by Customer

Customer shall defend, indemnify, and hold harmless NEXT and its Affiliates, officers, directors, employees, and agents from and against any third-party claim, action, or proceeding arising from or related to: (i) Customer's use of the Services not in compliance with this Agreement, Documentation or applicable laws; or (ii) any allegation that Customer Data, Inputs, Customer Prompts, or generated Outputs, or data ingested from Customer Systems, infringe or misappropriate any third party's intellectual property rights or violate any applicable law.

9.4.  Procedure

The indemnification obligations are conditioned upon the indemnified party: (i) promptly notifying the indemnifying party in writing of any claim for which indemnification is sought (provided that any delay in notification shall not relieve the indemnifying party of its obligations hereunder except to the extent materially prejudiced by such delay); (ii) granting the indemnifying party sole control over the defense and settlement of such claim (provided that the indemnifying party may not settle any claim without the indemnified party’s prior written consent if such settlement imposes any obligation on, or includes any admission of liability by, the indemnified party); and (iii) providing reasonable cooperation and assistance to the indemnifying party in the defense of such claim, at the indemnifying party’s expense. The indemnified party shall have the right to participate in the defense with counsel of its own choosing at its own expense.

10. Jurisdiction, Dispute Resolution, and Governing Law

This Agreement is governed by the laws of the Netherlands without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the courts located in Amsterdam, Netherlands and both parties submit to the personal jurisdiction of those courts.

11. Miscellaneous

11.1.  Amendments

NEXT may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. Your continued use of the Services following the effective date of any such amendment may be relied upon by NEXT as your consent to any such amendment. The terms in any past, contemporaneous or future Customer purchase order, business form or vendor management portal will not amend or modify this Agreement and are expressly rejected by NEXT; any of these documents are for administrative purposes only and have no legal effect.

11.2.  Assignment

Neither party may assign or transfer this Agreement, in whole or in part, without providing prior written notice to the other party and affording the other party a reasonable opportunity to object; provided, however, that either party may assign this Agreement without the other party's consent to (i) an Affiliate, (ii) an entity that acquires the business line or technology to which the Services relate, or (iii) a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Any purported assignment or transfer in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

11.3.  Entire agreement

11.3 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, understandings, representations, or communications, whether written or oral, relating to such subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

11.4.  Notices

All notices and other communications under this Agreement must be in writing and delivered either by email to the designated email addresses of the parties as stated in the Order Form. Notices shall be deemed given upon receipt if delivered by confirmed email. No physical delivery or postal address is required for notice under this Agreement.

11.5.  Independent contractors

Each party is acting as an independent contractor under this Agreement. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties, and neither party has any authority to bind or commit the other in any respect.

11.6.  Force majeure

Neither party shall be deemed to be in default of any provision of this Agreement, or for failure in performance of its obligations hereunder (excluding payment obligations), resulting from acts or events beyond the reasonable control of such party, including acts of God, civil or military authority, acts or threats of terrorism, civil disturbance, war, riot, strike or labor dispute (not related to either party’s workforce), fires, floods, infectious disease, or act of government (each a “Force Majeure Event”). Such Force Majeure Event, to the extent it prevents a party’s performance or any other undertaking under this Agreement, will extend the time for performance for as many days beyond the applicable performance date as is required to correct the effects of such Force Majeure Event.

11.7.  Waivers and severability

No provision of this Agreement shall be deemed waived, and no breach shall be deemed excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. No consent by either party to, or waiver of, a breach by the other, whether express or implied, shall constitute consent to, waiver of, or excuse for any different or subsequent breach.

Should any or all of the provisions of the Agreement be determined to be invalid, unlawful, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of the Agreement shall not in any way be affected or impaired by such determination and will remain in full force and effect, and the provision affected will be construed to be enforceable to the maximum extent permissible by law.

11.8.  Export and sanctions

Each party is responsible for its compliance with applicable export controls and for any violation of such controls, including, as applicable, any embargoes or other rules and regulations restricting exports. Each party represents and warrants that (a) it is not listed on any Sanctions Authority’s list of prohibited or restricted parties; (b) it is not subject to any sanctions or trade restrictions, or any other applicable economic sanctions or trade restrictions administered or enforced by a Sanctions Authority; and (c) it is not located in, does not operate in, and is not a national of a country that is subject to an embargo administered or enforced by a Sanctions Authority or that has been designated by the U.S. government as a “terrorist supporting” country. 

Customer agrees (a) not to access or use any of the Services in violation of any U.S. export embargo, prohibition or restriction, or any other applicable trade restrictions and (b) that it will not submit to any of the Services any information controlled under the U.S. International Traffic in Arms Regulations.

11.9.  Publicity

Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by Laws. NEXT can include Customer and its trademarks in NEXT's customer lists and promotional materials but will cease this use at Customer’s written request.

11.10.  Open source

The Software may incorporate third-party open source software (“OSS”), as listed in the Documentation or by NEXT upon request. To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.

11.11.  Insurance

During the Subscription Term, NEXT will carry industry standard commercial insurance.

11.12.  Government end-users

Elements of the Services are commercial computer software developed at private expense. If the user or licensee is an agency or entity of the United States Government, use, duplication, disclosure or transfer of the Services is restricted by this Agreement in accordance with FAR 12.212 for civilian purposes and DFARS 227.7202 for military purposes; all other use is prohibited.

11.13.  Order of precedence

In the event of any conflict or inconsistency between the terms of an Order Form, the MCA, the DPA, the DORA Addendum, the Data Act Addendum, the AUP, or the SLA, the following order of precedence shall apply: (i) the Order Form shall prevail over the MCA; (ii) the DPA shall prevail solely with respect to matters subject to data protection or personal data processing regulations; (iii) the DORA Addendum shall prevail over the MCA and other documentation solely to the extent the Customer is a “financial entity” as defined under DORA; and (iv) the Data Act Addendum shall apply as additional contractual provisions solely when the parties are governed by the Data Act. The Acceptable Use Policy and SLA are additional obligations and requirements that supplement the MCA but do not override its terms.

12. Definitions

“Account” means the online account and dashboard assigned to Customer and its Authorized Users, through which Customer may access and use the Services, view and monitor the AI System activity and manage settings, permissions, and integrations.

“Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

“Analytics Information” means analytic, statistic, measurement data and telemetry information collected by NEXT and relating to Customer’s use, of the Platform and Services and AI System; such data may include the click stream data, mouse movement, session recording, bugs, errors, crash data, analytics, access logs, time and duration of use, intent classifications, categories used, and successful or unsuccessful actions, but excluding Customer Data, Inputs, and Outputs.

“Authorized Users” means any individual that Customer authorizes to use the Services. Authorized Users may include individuals from Customer’s Affiliates, and Customer's employees, consultants, contractors or as otherwise agreed in writing by the parties.

“Confidential Information” means all nonpublic information, in any form, disclosed, provided by or on behalf of either party (“Disclosing Party”) to the other party (“Receiving Party”), that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, can reasonably be understood as proprietary or confidential. The Confidential Information shall not include information which (a) becomes generally available to the public, other than as a result of a breach of confidentiality by the Receiving Party; (b) was previously in the possession of the Receiving Party prior to its disclosure hereunder; (c) is independently developed by the Receiving Party without reliance on, use of or reference to the Confidential Information and without any breach of the terms of the Agreement; (d) was lawfully received by the Receiving Party from a third party having rights to disclose. For the avoidance of doubt, NEXT’s Confidential Information includes Order Form and non-public information regarding features, functionality and performance of the Services including any source code and technical or performance information about its technology, the Service or Platform. Customer’s Confidential Information includes Customer Data and non-public Inputs.

“Credits” means the usage units purchased by Customer that are consumed when Customer uses the Services, as further described in the Payment Section. 

“Customer” means the entity identified as the customer and signing the applicable Order Form.

“Customer Data” means any body or repository of information, data, documents, FAQs, policies, procedures, and other content, knowledge data sets, general information, including Customer’s website general information, technical documentation, technical information, content, video, audio, image, surveys, tickets, posts, publications, or any text submitted, transmitted or uploaded by Customer or Authorized User, or otherwise made available through Customer Systems, that is used  as the knowledge source and knowledge string queried by the AI System. Customer Data shall further include the Customer Prompt. Any specifications regarding Customer Data shall be stipulated in the Order Form.

“Customer Prompt” means the backend instructions Customer and Authorized Users insert through the Services which design the answers, formulate rules on how to respond to End User, including instructions and rules on content and database to use, exclude, combine or access.  

“Customer Systems” means any cloud-based platform, including SaaS platforms, Qualtrics, Medallia, Gong, CRM, ERP, Salesforce, SAP, networks, systems, or other technology owned, operated, leased, or controlled by Customer, or otherwise used by Customer and integrated with the Platform for the purpose of providing services to End Users’ through the Platform and Services. 

“Documentation” means a set of digital technical user manuals, video recordings, notes, instruction, summary and any other supporting documentation provided by NEXT to the Customer while providing the Services.

“DORA” means Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector, as may be amended from time to time. 

“Data Act” means Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonized rules on fair access to and use of data, as may be amended from time to time. 

“End User” means Customer’s customers, users or individuals representing such, employees, contractors, or any individual communicating with, or generating Outputs through, the AI System, either by voice, text or otherwise. 

“High Risk Activities” means activities where use or failure of the Services could lead to death, personal injury or environmental damage, including life-support systems, emergency services, nuclear facilities, autonomous vehicles or air-traffic control.

“Input(s)” means any data, information, instructions, materials transmitted by Customer’s Systems or otherwise uploaded, captured or provided by the End User, whether through chat, voice calls, or any other communication method.

“Intellectual Property Rights” means copyrights, trademark rights, trade names, service marks, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now or hereafter come into existence and all renewals and extensions thereof.

“Laws” means all relevant local, state, federal and international laws, regulations and conventions, including those relating to data privacy and transfer, international communications, and the export of technical or personal data.

"Materials" means any materials, deliverables, configurations, or documentation NEXT provides or makes available to Customer in connection with the Services or Professional Services, other than System Generic Materials.

“NEXT Technology” means the AI systems, models, model weights, algorithms, prompt engineering and automation underlying the Services, and the Services’ interpretation of instructions, reasoning, decisions and actions — excluding Customer Data and Inputs.

“Order Form” means the ordering document specifying the commercial terms and Service specifications, including the fees, Credit allocation, which is entered into between the parties and incorporates this Agreement by reference.

“Output(s)” means results, content, data, or information generated by the AI System in response to Customer Data, Customer Prompts, and Inputs.

“Platform” means NEXT’s proprietary infrastructure, including the integrations, models, algorithms, applications, tools and systems used to offer the Services.

“Policies” means the Security Policy, Support Policy, SLA and Acceptable Use Policy.

“Privacy Policy” means the NEXT Privacy Policy, the current version of which is here.

“Professional Services” means the additional professional services, including set up services, configuration, implementation and training services, provided to Customer, to the extent applicable, as described in the Order Form. 

“Prohibited Data” means any (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations), (e) social security numbers, driver’s license numbers or other government ID numbers or (f) any medical data, financial data, data about minors or other sensitive personal data protected under foreign or domestic Laws.

“Sanctions Authority” means the United States, United Kingdom, and European Union and their respective governmental, judicial, or regulatory institutions, agencies, departments, and authorities.

“Security Policy” means the NEXT Security Policy, the current version of which is here.

“Subscription Term” means the term of Customer’s use of the Services under an Order Form, including any renewal term.

“Support” means support for the Services as described in the Support Policy; Customer’s support level is identified in its Order Form.

“System Generic Materials” means templates, scripts, intents, classifiers, documentation, and other materials included in the Services. 

“Third Party Systems” means applications, platforms, AI models (pre-trained models, trained models), voice models (including both TTS and STT models), technologies, large language models (“LLM”) providers, generative AI providers, machine learning models, automated decision-making technologies, natural language processing (NLP) tools, automatic speech recognition tools and providers (ASR), cloud infrastructure providers, and communication platforms.