nextcept LLC (“ncLLC”)

www.nextcept.com | www.endrating.com

Terms of Service

Effective as of March 1st, 2015

Please read the text below carefully



I . ACCEPTANCE OF TERMS OF SERVICE.

Welcome to nextcept. The following agreement (this "Agreement" or the "Terms of Service") describes the terms on which nextcept, LLC. (indistinctively "nextcept" or "nextcept.com" or "endrating" or "www.endrating.com") offers you access to its services. By using or visiting nextcept's website http://nextcept.com or http://endrating.com (the "Site") or any nextcept mobile application, products, software, data feeds, and services provided to you on, from, or through the Site (collectively the "Services") you agree to (1) these Terms of Service and (2) nextcept's Privacy Policy.

This offer and the use of the Site and the Services are conditioned on your agreement to all of the terms and conditions contained in the Terms of Service and the nextcept Privacy Policy including your compliance with the policies and terms linked to (by the way of the provided URLs) from these Terms of Service and any future amendments. If you do not so agree, you should decline this offer, in which case you are prohibited from accessing this Site or using the Services as described below.

By registering on behalf of a legal entity, you represent to nextcept that you have the authority to bind such legal entity and that your acceptance of this Agreement will be treated as acceptance by such legal entity. In any case, you must be 13 years of age or older to use the Services. By continuing to use the Services you are warranting that you are 13 years old or more and you or your parent or legal guardian in case you are younger than the applicable age of majority, have read and agree to be bound by these Terms of Service. In accordance with U.S. Federal Children's Online Privacy Protection Act of 1998 (COPPA), nextcept will never knowingly solicit, nor will it accept, personally identifiable information from users known to be under thirteen (13) years of age.

As long as you comply with this Agreement, nextcept grants you a limited, revocable, non-exclusive, non-assignable, non-sub licensable right to access and use the Services as it is intended to be used and in accordance with these Terms of Service and applicable law. We grant you no other rights, implied or otherwise.

Updates to Terms of Service. nextcept reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms of Service at any time. Such changes will become effective immediately after they have been posted to the Site or nextcept has otherwise notified you of the change. Though nextcept may attempt to notify you when major changes are made to this Agreement, you should periodically review the most recent version, which is always available from a link on http://nextcept.com. Continuing use of the Service after the posting of changes will mean that you accept and agree to the changes.

II. USE OF THE SERVICES.

Linked sites: The Site and Services may contain links to other third-party websites ("Linked Sites") which are provided solely as a convenience to our visitors. nextcept does not control, is not responsible for and does not necessarily endorse the content or practices of such Linked Sites, including any information or materials contained on such Linked Sites. Interaction with these Linked Sites is under your own independent judgment and responsibility.

Accounts and passwords: Certain components of the Services permit or require you to open an account (including setting up password). You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify nextcept immediately of any unauthorized use of your account or password, or any other breach of security.

Prohibited uses: Any use of nextcept to harass, threaten, impersonate, or intimidate anyone is forbidden. Use of the Services to upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable. Any use of the Services to upload, post, email, transmit, or otherwise make available any content that is in violation of copyright, trademark or other law protecting intellectual property in any jurisdiction, or that violates any individual's publicity or privacy rights is forbidden upon notice. Any use of the Services to upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," "affiliate links," or any other form of solicitation is prohibited and any such content will be eliminated. It is also forbidden to use nextcept to: i) transmit any worms or viruses or any code of a destructive nature; ii) violate any local laws in your jurisdiction (including but not limited to intellectual property laws).; iii) use the Services for any illegal or unauthorized purpose. By using the Site and the Services, you also agree to comply with all local laws regarding online conduct and acceptable content. You must not use the Services, to falsely suggest an affiliation, sponsorship, or endorsement on the part of nextcept.

Accounts. From time to time, nextcept may offer to its users limited free trials or promotional offers. Such free trials or promotional offers are limited to one-per-user. Users must not fraudulently obtain (or attempt to obtain) additional trial periods.

User Content. nextcept allows you to add your own campaigns, ideas, and thoughts and to upload media that could include text, video, audio content ("User Content") for the purposes of and sharing such content through the Services.

While nextcept makes User Content created by users available through the Services, by using the Services you acknowledge and agree that nextcept does not guarantee access to and hosting of your User Content that is shared via the Services. For example, User Content may be disabled if it violates or nextcept has grounds to believe that it violates these Terms of Service.User Content might also be disabled due to some decision by nextcept based on it's own criteria. If a particular piece of User Content creates too large a demand on the Services, it may result in access to such User Content being temporarily or permanently disabled. Also, from time to time, internet service failures may preempt access to User Content.

Representations and Warranties. By uploading and/or creating User Content on or through the Services, you represent and warrant that, with respect to all User Content that you upload, create, transmit, publish and disseminate through the Service, (a) you have all the rights and licenses necessary to use, reproduce, publish, display publicly, perform publicly, distribute or otherwise exploit such User Content in connection with the Services (and to grant to nextcept the licenses set forth in these Terms of Service); (b) the User Content will not infringe or otherwise violate the copyright, trademark or other intellectual property rights of any third party; and (c) you have the consent, release, and/or permission of each identifiable person depicted in your User Content to upload, transmit, publish and/or disseminate their name and/or likeness through the Services and to grant nextcept the licenses set forth in these Terms of Service.

Licenses to User Content. In order to provide you with the Services, it is necessary for you to grant nextcept certain licenses to your User Content.

Licenses to users. When you upload and/or create User Content on or through the Service, you also hereby do and shall grant to each user of the Services with whom you share your User Content a personal worldwide, non-commercial and non-exclusive license to access and view your User Content. Except where otherwise indicated, such licenses granted to nextcept and to users of the Services expire when you remove your User Content or other User Content from the Site.

Payments. You agree to pay the then-current fee for the account type you have selected. The current fee for the account type you have selected will automatically and immediately be charged to your payment instrument or account on the date you choose a paid plan. Fees charged for one account type may at nextcept's sole discretion be credited towards other account types. All currency references are in U.S. dollars.

Payment for Subscription. For all for-pay account types, payment occurs on a pre-pay basis and payment will be automatically renewed for the next term, at the end of each term. The amount you are to pay will depend upon which account type you choose. If you choose to cancel a reoccurring payment, you will have the option of converting to a nextcept Free account type, subject to the limitations of a free nextcept account. You agree to be responsible for, and will pay to your state or federal government, any sales, use, import, or other taxes or levies associated with the use of nextcept's services, including those associated with any billable consulting support provided by nextcept.

Braintree Payments. Our payment gateway is made possible by braintree payments. www.braintreepayments.com. They will be responsible for your credit card details and we do not store your credit card details within nextcept.

Fraud Protections To protect against potential fraud, nextcept may take steps to verify the validity of the credit card information you provide to us. The verification process may include debiting an amount between $0.01 and $0.99 from your credit card account and then immediately crediting the same amount back to your credit card, as well as asking you to verify the amount debited in order to confirm that you are in possession of your credit card. nextcept will only use this process to screen for fraud and will not otherwise debit your credit card account except as part of a transaction conducted through your account for the Services in accordance to these Terms of Service. By providing nextcept with your credit card information, you authorize nextcept to debit and credit your credit card account for an amount less than one dollar for such verification purposes.

Cancellation of Subscription. Please note, unless nextcept gives notice to the contrary, payment for subscriptions are non-refundable. If you cancel your reoccurring payment option, your account will most likely remain active until it's next renewal date. If you delete your account before the end of the term for which you paid, your cancellation may take effect immediately. In either case (cancellation or deletion), you will not be given any refund.

Beta ntoice - nextcept is currently in beta. This means that while we believe the nextcept service to work well, we are still testing and by accepting these terms you are joining our beta program. There are certain risks associated with a beta program involving possible errors to complete loss of data. If you find nextcept useful and decide to choose a paid plan these same risks will apply and refunds will not be available at any time. We are working with a limited budget and are doing our best to provide a solid service.

Termination. If we are unable to process your payment for any reason, your for-pay nextcept account will revert to a nextcept Free account and will be subject to the limitations of a Free nextcept Pubic account; provided, however, that nextcept reserves the right to cancel your account entirely in such case. Nextcept further reserves the right to cancel an account for any reason.

Nextcept's Intellectual Property. All text, graphics, user interfaces, visual interfaces, photographs, trade dress, trademarks, logos, sounds, music, artwork, content, and computer code (collectively, "nextcept Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel," and arrangement of such nextcept Content, contained on the Services is owned, controlled, or licensed by or to nextcept, and is protected by author rights laws, copyright, patent, and trademark laws, and various other intellectual property rights.

As a user of nextcept and the Services, nextcept grants to you a non-assignable, non-transferable, non-sublicensable license, revocable at any time at nextcept's sole discretion, to use (i) the nextcept name and (ii) the nextcept logo, unaltered, unmodified, and as it appears on the nextcept.com website solely for the purpose of truthfully referring to nextcept, including for use in creating a website that explicitly references nextcept (the "Use License"). In addition to the restrictions above, such Use Licenses are expressly conditioned on: (i) no nextcept Content may be used in a manner that creates confusion among consumers or that suggests that you (or your website) are sponsored or endorsed by nextcept, or affiliated with nextcept, (ii) no nextcept Content beyond the nextcept name and logo may be used, (iii) any such use must be of the full nextcept name and/or unaltered and current nextcept logo, (iv) any such use may in no way disparage nextcept, any user of the nextcept Service, or any third party, and (v) any website that uses nextcept Content must include prominent text to the effect that "this website is not affiliated with or sponsored or endorsed by nextcept. You agree to make no other uses of the nextcept name and logo beyond those expressly allowed herein, pursuant to a Use License. Except as expressly provided in this Agreement or otherwise permitted by law, no nextcept Content may be used, copied, reproduced, modified, republished, uploaded, posted, publicly displayed, publicly performed, publicly performed by means of a digital audio transmission, encoded, translated, transmitted, or distributed in any way to any other computer, server, website, or any other medium for publication or distribution or for any commercial enterprise or purpose, without nextcept's express prior written consent.

You agree that nextcept may, at its sole discretion and without prior notice, terminate your access to the Services and/or block your future access to the Services if we determine that you have violated these Terms of Service or other terms or guidelines which may be associated with your use of the Services. Please note that it is nextcept's policy to terminate the account of users who violate the copyrights of third parties. If nextcept does take any legal action against you as a result of your violation of these Terms of Service, nextcept will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to nextcept. You agree that nextcept will not be liable to you or to any third party for termination of your access to the Services as a result of any violation of these Terms of Service.

DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. nextcept AND ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS AND LICENSORS (THE "nextcept AFFILIATES") EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR ANY WARRANTY OR CONDITION ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. nextcept AND THE nextcept AFFILIATES MAKE NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) USER CONTENT WILL BE HOSTED AND/OR TRANSMITTED WITHOUT INTERRUPTION OR CESSATION; (d) ANY PRODUCTS, SITES, INFORMATION, OR OTHER MATERIAL, WHETHER IN TANGIBLE OR INTANGIBLE FORM, PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS OR ANY STANDARD OF QUALITY; AND (e) ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES OR RELATED SOFTWARE WILL BE CORRECTED. ANY MATERIAL, INFORMATION OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR LOSS OF DATA THAT RESULT FROM THE DOWNLOAD OF SUCH MATERIAL. NO ADVICE, REPRESENTATION OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM nextcept, THE nextcept AFFILIATES, OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT nextcept AND THE nextcept AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY LOSS OF PROFITS, GOODWILL, OR BUSINESS REPUTATION; ANY LOSS OF DATA; ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR ANY OTHER INTANGIBLE LOSSES. THIS ALSO INCLUDES ANY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU AS A RESULT OF (a) ANY CHANGES THAT nextcept MAY MAKE TO THE SERVICE; (b) ANY PERMANENT OR TEMPORARY CESSATION OF THE SERVICE; (c) THE DELETION OR CORRUPTION OF OR FAILURE TO STORE ANY CONTENT OR OTHER PROPERTY MAINTAINED THROUGH THE SERVICES; OR (d) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY ABOVE SHALL APPLY IRRESPECTIVE OF THE THEORY OF LIABILITY, INCLUDING CONTRACT (INCLUDING FUNDAMENTAL BREACH), WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHER THEORY, EVEN IF WE (OR OUR AFFILIATES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT nextcept AND THE nextcept AFFILIATES SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

EXCLUSIONS AND LIMITATIONS SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND, IN SUCH INSTANCES, nextcept AND/OR THE nextcept AFFILIATES' LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

PLEASE REVIEW User Content FOR APPROPRIATE CONTENT BEFORE USE. nextcept has not reviewed the User Content featured on the Site's database to determine whether they are suitable or appropriate for your intended audience. Before using any of the functions featured on this Site, please PREVIEW THEM CAREFULLY to ensure that the materials are appropriate for your audience, and for any other uses you intend to make. nextcept is not responsible for the content of any User Content on this Site. If you find any content on this Site that you believe is objectionable, or that violates nextcept's Terms of Service or Conduct Guidelines, please notify us at info@nextcept.com.

INDEMNIFICATION. You will indemnify and hold nextcept and/or the nextcept Affiliates harmless from and against any and all liabilities and costs (including reasonable attorneys' fees) incurred by nextcept and/or the nextcept Affiliates in connection with any claim arising out of your breach of the Agreement. nextcept reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

MISCELLANEOUS. This Agreement is the whole legal agreement between you and nextcept. It governs your use of the Services and completely replaces any prior agreements between you and nextcept with respect to the Services. You may also be subject to additional terms and conditions that may apply when you use or purchase other products or services from nextcept.

GOVERNING LAW. You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States of America and by the laws of the State of Colorado without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the State and Federal courts in Adams County, Colorado, and waive any objection to such jurisdiction or venue.

DISPUTE RESOLUTION. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys' fees. In the event of any controversy or dispute between nextcept and you arising out of or in connection with your use of the Services, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

STATUTE OF LIMITATIONS. You agree that regardless of any statue or law to the contrary, any claim under this Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is forever barred.

SEVERABILITY OF TERMS; NON-WAIVER OF TERMS; ASSIGNMENT. If any portion of the Agreement is held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement enforced as written. If nextcept does not exercise or enforce any legal right or remedy including those contained in the Agreement or arising under applicable law, this will not be taken to be a formal waiver of our rights. nextcept may assign or delegate all rights and obligations under the Agreement, fully or partially.

NOTICES. nextcept may provide you with notices, including those regarding changes to the Agreement, by email, regular mail, or postings to the Services. nextcept's mailing address is:

nextcept LLC

info@nextcept.com PO Box 351693 Westminster CO, 80035 If you have general questions or concerns regarding these Terms of Service, please contact us in writing at info@nextcept.com or at our mailing address.

THIRD PARTY BENEFICIARIES. Each nextcept Affiliate is an intended third party beneficiary to this Agreement and shall be entitled to directly enforce and rely upon any provision of the Agreement that confers a benefit on them. Other than this, no other person shall be a third party beneficiary to the Agreement.