Service Level Agreement (SLA)

This SLA outlines the service levels, responsibilities, and limitations associated with the use of Stratifier, a cloud-based software-as-a-service (SaaS) platform designed to provide strategic guidance, frameworks, and recommendations for companies with fewer than 200 employees.

This SLA is incorporated into and governed by the Master Subscription Agreement (MSA) or other binding agreement between NextRock and Customer.

• “Service” or “Stratifier” refers to the Stratifier SaaS platform, including its web interface, content, tools, and automated recommendations.
• “Customer Data” means all data submitted or uploaded by Customer into the Service.
• “Downtime” means the period during which the Service is unavailable for Customer use, excluding Excluded Downtime.
• “Excluded Downtime” includes scheduled maintenance, force majeure events, internet or third party outages, Customer-side issues, or any downtime caused by factors outside NextRock’s reasonable control.
• “Consultant” refers to any NextRock advisor, contractor, or third party consultant who may use Stratifier to support Customer engagements.

NextRock will make commercially reasonable efforts to maintain availability of the Service. However, NextRock does not guarantee uptime, availability, or uninterrupted access to Stratifier.

3.1 No Availability Warranty

Customer acknowledges and agrees that:

• The Service is provided “as-is” and “as-available.”
• NextRock makes no representations or warranties regarding uptime, performance, or accessibility.
• Customer has no right to service credits, refunds, or damages related to downtime or performance issues.

NextRock may perform scheduled or unscheduled maintenance at any time. This may include updates, patches, enhancements, or infrastructure changes.

• NextRock will make reasonable efforts to notify Customers of major scheduled maintenance.
• Maintenance windows may result in temporary unavailability of the Service.
• Such maintenance is considered Excluded Downtime.

NextRock will provide support to Customers through email or other designated channels.

5.1 Support Scope

Support includes:

• Access issues
• Basic troubleshooting
• Clarification on platform features
• Bug reporting

5.2 Support Exclusions

Support does not include:

• Custom consulting
• Strategic advice beyond what the platform provides
• Implementation services
• Third party system troubleshooting

NextRock will maintain commercially reasonable administrative, technical, and physical safeguards to protect Customer Data.

Customer remains responsible for:

• Maintaining secure access credentials
• Ensuring proper user permissions
• Complying with applicable laws related to Customer Data

NextRock is not responsible for:

• Customer-side security breaches
• Loss of data caused by Customer actions
• Third party integrations or systems

Confidentiality obligations run in both directions and are governed by Section 7 (Mutual Confidentiality) of the Terms of Service. NextRock, its consultants, and its Service Provider partners are bound to protect Customer Data and generated Outputs, and Customer is bound to protect the non-public mechanics of the Service.

Customer acknowledges that Stratifier:

• Provides generalized strategic guidance, frameworks, and recommendations
• Is not a substitute for professional, legal, financial, or operational advice
• May rely on Customer inputs, which may affect accuracy or relevance
• May evolve over time as NextRock updates or enhances the platform

Customer agrees that:

• All advice, recommendations, outputs, or strategic guidance generated by Stratifier are informational only.
• NextRock does not guarantee accuracy, completeness, or suitability of any advice or recommendations.
• Customer is solely responsible for evaluating and implementing any strategic decisions.
• NextRock is not liable for business outcomes, decisions, or results derived from use of the Service.

8.1 Consultant Usage Disclaimer

If Customer engages a NextRock consultant or any third party consultant who uses Stratifier:

• Such consultants act independently of the platform.
• NextRock is not responsible for any advice, recommendations, or actions taken by consultants.
• Stratifier outputs do not constitute professional consulting advice.

To the maximum extent permitted by law:

• NextRock shall have no liability for any indirect, incidental, consequential, special, punitive, or exemplary damages.
• NextRock’s total aggregate liability under this SLA and the Service shall not exceed the amount paid by Customer for the Service in the preceding 12 months, and may be zero if Customer is on a free or trial plan.
• NextRock is not liable for: service interruptions, data loss, business losses, decisions made based on platform outputs, or consultant actions or advice.

Customer agrees to:

• Use the Service in compliance with all applicable laws
• Maintain secure access credentials
• Ensure accuracy of data entered into the platform
• Not misuse, reverse engineer, or attempt to disrupt the Service
• Ensure that any consultants or third party users comply with this SLA

NextRock may modify the Service or this SLA at any time. Material changes will be communicated through the platform or via email. Continued use of the Service after changes become effective constitutes acceptance of the updated SLA.

This SLA remains in effect for the duration of Customer’s subscription.

NextRock may suspend or terminate access if:

• Customer violates the MSA or this SLA
• Customer fails to pay subscription fees
• Customer engages in misuse or security violations

Upon termination:

• Customer access to the Service will cease
• Customer may request data export within 30 days
• NextRock has no obligation to retain Customer Data beyond 30 days

This SLA is governed by the laws of the State of Minnesota, without regard to conflict-of-law principles.

This SLA, together with the MSA and any applicable order forms, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements or understandings.

NextRock Advisors, LLC
Jamie Jansen
jamiejansen@nextrockadvisors.com