NextRock Advisors – Stratifier Terms of Service

Stratifier is a subscription-based platform that uses information provided by the Client, combined with artificial intelligence–driven research and analysis, to generate strategic insights, recommendations, and advisory content (“Outputs”).

The Service is designed to support decision-making, but all Outputs are informational only. They do not constitute professional, legal, financial, or operational guarantees.

You acknowledge and agree that:

• All insights, recommendations, and advisory content generated by Stratifier are non-binding and not guaranteed to produce any specific outcome.
• NextRock Advisors does not guarantee accuracy, completeness, or suitability of any Output.
• You are solely responsible for evaluating and acting upon any information provided by the Service.
• NextRock Advisors is not liable for decisions, actions, or results arising from your use of the Service.

The Service is provided “as is” and “as available” without warranties of any kind, express or implied.

You agree to:

• Provide accurate, lawful, and complete information when using the Service.
• Use the Service only for lawful business purposes.
• Maintain the confidentiality of your login credentials.
• Ensure that your use of the Service complies with all applicable laws and regulations.

You are responsible for all activity conducted under your account.

• Your subscription grants you access to the Service for one (1) year from the date of purchase, unless otherwise stated in your order or agreement.
• Access is non-transferable and intended solely for the subscribing Client or Client organization.
• NextRock Advisors may offer renewal options at its discretion.

NextRock Advisors reserves the right to suspend or revoke your access to the Service at any time, without refund, if:

• You violate any provision of these Terms.
• You misuse, abuse, or attempt to interfere with the Service.
• You engage in behavior that harms or attempts to harm the platform, its users, or NextRock Advisors.

Revocation may occur with or without prior notice.

• All software, algorithms, models, prompt architecture, scoring and credit logic, question banks, module design, workflows, content, features, and functionality of Stratifier are the exclusive property of NextRock Advisors.
• You receive a limited, non-exclusive, non-transferable, revocable license to use the Service during your subscription term, solely for your own internal business purposes.
• You retain ownership of the data you provide to the platform, and of the Outputs generated for your organization, subject to the license granted in Section 9.

You may not, and may not permit or assist any other person to:

• Copy, modify, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, prompts, models, methods, or underlying logic of the Service.
• Recreate, replicate, or approximate the Service — in whole or in part — from screenshots, screen recordings, exports, walkthroughs, demonstrations, or Outputs.
• Use the Service, its Outputs, or any information about it to design, develop, train, fund, advise on, or market a competing product, model, or service.
• Scrape, crawl, index, or perform automated or bulk extraction of any part of the Service or its Outputs, or use bots, scripts, or AI capture tools against the Service.
• Conduct or publish benchmarking, competitive analysis, or performance testing of the Service without NextRock Advisors' prior written consent.
• Probe, scan, penetration-test, or otherwise test the vulnerability of the Service or its infrastructure without prior written authorization.
• Resell, sublicense, rent, timeshare, or otherwise make the Service available to any third party, or share seats or login credentials outside your licensed user count.

7.1 Two-way obligation. Confidentiality under these Terms runs in both directions. Each party is both a Disclosing Party and a Receiving Party with respect to its own Confidential Information.

7.2 NextRock Confidential Information means all non-public information about the Service and NextRock Advisors' business, including platform mechanics and architecture, prompt design, AI orchestration, scoring models, credit and metering logic, question banks, module and workflow design, source code, security controls, product roadmap, pricing and discounting, and any non-public screens, exports, demos, or training materials.

7.3 Client Confidential Information means all non-public information the Client, its personnel, or its authorized users submit to or make available through the Service, including business plans, strategy, financials, forecasts, pricing, customer and prospect lists, vendor and partner information, personnel information, and all Outputs generated for the Client.

7.4 Client obligations. Client will not, and will not permit its personnel or any third party to: (a) disclose, describe, publish, or demonstrate how the Service works, including its methods, prompts, scoring, workflows, or internal architecture; (b) assist, enable, fund, or advise any person seeking to replicate, re-engineer, or build a substitute for the Service; or (c) distribute screenshots, recordings, exports, or account access outside the users licensed under Client's subscription. Client will use NextRock Confidential Information solely to use the Service as permitted by these Terms.

7.5 NextRock obligations. NextRock Advisors will not disclose Client Confidential Information to any third party except as permitted in Section 7.6, and will use it solely to provide, support, and secure the Service for the Client. NextRock Advisors will protect Client Confidential Information using at least the same degree of care it applies to its own confidential information, and no less than a reasonable standard of care.

7.6 Personnel, consultants, and partners (flow-down). NextRock Advisors will make Client Confidential Information available only to its employees, Certified Stratifier consultants, Service Provider partners, and subprocessors who need it to deliver the Service, and only where that person or entity is bound by written confidentiality obligations at least as protective as this Section 7. NextRock Advisors remains responsible for their compliance. Client Confidential Information will not be used to serve any other client or engagement.

7.7 Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without a duty of confidentiality before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

7.8 Compelled disclosure. A Receiving Party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided it gives the Disclosing Party prompt written notice where legally permitted and discloses only what is legally required.

7.9 Return or deletion. On written request after termination, each party will return or delete the other party's Confidential Information in its possession, except for archival backups and records required by law, which remain subject to this Section.

7.10 Survival. The obligations in this Section 7 survive for three (3) years after termination or expiration of the subscription. Information that qualifies as a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.

The methods, prompt architecture, scoring models, credit logic, question banks, and workflow design of the Service constitute trade secrets of NextRock Advisors under the Minnesota Uniform Trade Secrets Act and the federal Defend Trade Secrets Act, and are the subject of reasonable efforts to maintain their secrecy.

Each party acknowledges that a breach of Section 7 or Section 8 may cause irreparable harm for which monetary damages are inadequate. The non-breaching party is entitled to seek injunctive and other equitable relief without the necessity of posting a bond or proving actual damages, in addition to all other remedies available at law or in equity, and to recover reasonable attorneys' fees and costs incurred in enforcing these Sections.

• You grant NextRock Advisors a limited license to process your submitted data solely to operate the Service, generate Outputs for you, and provide support and security.
• No training on Client data. Client data and Outputs are never used to train, fine-tune, or otherwise improve any third-party, shared, or foundation AI model. Third-party AI providers are engaged as processors under written terms that prohibit training on submitted content.
• Service improvement is limited to de-identified, aggregated usage telemetry that cannot reasonably be traced back to the Client, its personnel, or its business.
• NextRock Advisors will not sell your data to third parties.
• Additional details regarding data handling are governed by the NextRock Advisors Privacy Policy.

Stratifier uses artificial intelligence to help generate strategies, plans, assessments, research, and other Outputs. Every AI Output is advisory decision support intended to be reviewed, edited, and validated by a qualified human. Client must not use any Output as the sole basis for any decision about an individual person — including hiring, firing, promotion, compensation, discipline, benefits, credit, housing, education, healthcare, insurance, immigration, or legal matters.

Stratifier offers optional engagement with Certified Stratifier consultants who can review platform Outputs for accuracy and fit. If Client chooses not to use a Certified Stratifier, Client acknowledges that no expert review is being performed and accepts full responsibility for verifying and acting on the platform's Outputs.

AI Outputs display an on-screen disclosure and, when exported, include a visible AI-generated notice plus machine-readable provenance metadata. Full details, the AI systems inventory, and the public detection endpoint are described in the AI Disclosures, AI Systems Inventory, and AI Risk Management Policy.

• Fees are those stated in your order, plan selection, or written agreement, and are payable in advance in U.S. dollars.
• Subscriptions renew automatically for successive terms at the then-current rate unless either party gives written notice of non-renewal before the end of the current term.
• Additional user seats, premium AI credits, and add-on modules are billed at the rates published in the platform at the time of purchase.
• Fees are exclusive of taxes; you are responsible for all applicable sales, use, and similar taxes other than taxes on NextRock Advisors' income.
• Amounts not paid when due may result in suspension of access after written notice, and may accrue interest at the lesser of 1.5% per month or the maximum permitted by law.
• All fees are non-refundable except where expressly stated otherwise in writing.

You will not use the Service to:

• Upload unlawful, infringing, defamatory, or malicious content, or any code intended to disrupt or damage systems or data.
• Submit personal data of individuals you are not authorized to process, or any regulated data category not contemplated by your subscription.
• Resell, republish, or commercially distribute Outputs as a standalone product or service to third parties.
• Circumvent usage limits, seat counts, credit metering, access controls, or authentication mechanisms.
• Interfere with the integrity, performance, or availability of the Service.

If you provide feedback, suggestions, feature requests, or bug reports, you grant NextRock Advisors a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback into the Service without restriction or obligation to you. Feedback must not include your Confidential Information.

To the fullest extent permitted by law:

• NextRock Advisors is not liable for any indirect, incidental, consequential, special, or punitive damages arising from your use of the Service.
• Our total liability for any claim related to the Service will not exceed the amount you paid for your subscription during the twelve (12) months preceding the claim.
• These limitations do not apply to either party's breach of Section 7 (Mutual Confidentiality), a party's indemnification obligations, or liability that cannot be limited under applicable law.

NextRock Advisors will defend and indemnify Client against third-party claims alleging that the Service, as provided and used in accordance with these Terms, infringes a U.S. intellectual property right, and will pay damages finally awarded or amounts agreed in settlement.

Client will defend and indemnify NextRock Advisors against third-party claims arising from Client's data, Client's use of Outputs, or Client's breach of Section 6, Section 7, or Section 12.

Indemnification is conditioned on the indemnified party giving prompt written notice, reasonable cooperation, and control of the defense to the indemnifying party.

You may stop using the Service at any time. However, no refunds will be issued for unused subscription time or early termination.

Sections 6 (Intellectual Property and License Restrictions), 7 (Mutual Confidentiality), 8 (Trade Secrets and Injunctive Relief), 9 (Data Use, AI Training, and Privacy), 11 (Fees, Billing, and Renewal) as to amounts accrued, 13 (Feedback), 14 (Limitation of Liability), 15 (Mutual Indemnification), this Section 17, and 23 (Governing Law) survive termination or expiration of these Terms.

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disruption, government action, internet or utility failure, cyberattack, or failures of third-party infrastructure or AI providers.

Neither party may assign these Terms without the other party's prior written consent, except that either party may assign them in their entirety to a successor in connection with a merger, acquisition, or sale of substantially all assets, with written notice. Any other attempted assignment is void.

Notices to NextRock Advisors must be sent to the contact address in Section 24. Notices to Client may be delivered by email to the address on the account or by in-platform notice, and are deemed received on the next business day after sending.

NextRock Advisors may update, modify, or discontinue the Service or these Terms at any time. Material changes will be communicated through the platform or via email.

Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to be enforceable and the remaining provisions stay in full force. A party's failure to enforce a provision is not a waiver of that provision or of any other right.

These Terms, together with the Privacy Policy, the Service Level Agreement, and any written order or subscription agreement, constitute the entire agreement between the parties regarding the Service and supersede all prior discussions and proposals. The parties are independent contractors; nothing here creates a partnership, joint venture, agency, or employment relationship.

These Terms are governed by the laws of the State of Minnesota, without regard to conflict-of-law principles. Any disputes shall be resolved exclusively in the state or federal courts located in Minnesota.

For questions about these Terms, please contact:

NextRock Advisors, LLC
Jamie Jansen
jamiejansen@nextrockadvisors.com

EOS®, Entrepreneurial Operating System®, Traction® and related terms are trademarks of EOS Worldwide, LLC. Stratifier is an independent product and is not affiliated with, endorsed by, or certified by EOS Worldwide. Other names are the property of their respective owners and are used only to identify compatible practices.