Terms of Service

1.1These terms of service ("Terms") are between NextAlpha ("NextAlpha," "we," "us," or "our") and You and govern Your use of the NextAlpha platform and services (the "Service"). If You are using NextAlpha on behalf of another entity (such as Your employer), You must have the authority to accept these Terms on their behalf.

1.2NextAlpha may update the Terms by posting updated Terms on our website. All changes become effective when posted. Such changes are not retroactive, but Your continued use of the Service after any such changes means You agree to such changes. Notwithstanding the above, in no event may NextAlpha alter the Terms in a way that meaningfully detracts from its obligations with respect to Confidential Information, Customer Data, or Customer Content as agreed to in these Terms without express written authorization from You.

1.3NextAlpha is an AI-powered investment research platform that allows users to interact with financial data through natural language queries, simulate portfolio strategies, and access real-time market insights. Its Output is provided for informational purposes only and does not constitute investment advice, financial advice, or a recommendation to buy, sell, or hold any security or financial instrument. The Output of NextAlpha is AI-generated, may contain errors or misstatements, may be incomplete, and should not be relied upon for investment decisions.

1.4You are solely responsible for evaluating any information provided by NextAlpha and for all investment decisions or actions You take. NextAlpha has no responsibility or liability for any losses or damages arising from Your reliance on any Output. Portfolio simulations and virtual portfolios are for educational and informational purposes only and do not guarantee future results.

2.1You may access, and we grant You the non-exclusive right to use, the Service in accordance with Your subscription plan. Access credentials are specific to the users to whom they are issued and may not be shared, including within the same organization.

2.2You will take reasonable steps to prevent unauthorized use of the Service and You will notify us promptly if You learn of any material unauthorized usage.

2.3Your usage of NextAlpha is governed by the Terms. You will generally interact with the Service by providing Input (such as natural language queries, portfolio instructions, or screening criteria) and receiving Output (such as market data, analysis, portfolio snapshots, or AI-generated insights).

2.4You may not (i) use the Service in a way that infringes, misappropriates, or violates any person's rights; (ii) access or use the Service from within any Embargoed Countries; (iii) attempt to reverse engineer or discover the source code or engineering of the underlying models and systems of the Service or its subcontractors' systems; (iv) attempt automated means to scrape content or Output from the Service; (v) use the Service in any manner that could damage, disable, overburden, or impair the Service; or (vi) resell, sublicense, or redistribute the Service or any Output without prior written consent.

2.5To the extent that You provide us with any Feedback, we may freely use and incorporate any Feedback into our products and services. NextAlpha may not utilize Feedback in a way that identifies, or could be used to identify, Customer, its users, Customer Data, Content, or Customer's Confidential Information.

2.6Any third-party software, services, or other products You use in connection with the Service (for example, Your internet browser, data providers, or AI model providers) are subject to their own terms, and we are not responsible for such third-party products.

2.7You may not attempt to manipulate or circumvent the Service to obtain personalized investment advice or recommendations. Any investment decisions or actions taken by You are made at Your own risk, and NextAlpha disclaims all responsibility for such decisions or actions.

2.8NextAlpha integrates multiple third-party AI models to provide its Service. The selection and availability of AI models may change at any time without prior notice. NextAlpha does not guarantee the accuracy, reliability, or availability of any specific AI model.

3.1You may provide Input to the Service and receive Output from the Service. As between the parties, You own Your Output subject to Your compliance with the Terms.

3.2You may provide Input that is similar or identical to a third party's user's Input or may receive Output that is similar or identical to Output provided to other third-party users. Queries requested by other third-party users and responses provided to other third-party users are not Your Content.

3.3NextAlpha may collect and use Usage Data to develop, improve, support, and operate its Services. NextAlpha may not share Usage Data that includes Your Confidential Information with a third party except (a) in accordance with Section 9.2 (Confidentiality) or (b) to the extent the Usage Data is aggregated and anonymized such that You cannot reasonably be identified.

4.1To use certain features of NextAlpha, You may need to provide specific information ("Customer Data"). This includes Your email address and account information. We also store chat history, portfolio data, transaction history, and screening preferences to enable the full functionality of the Service.

4.2When You upload data or documents, You are solely responsible for ensuring that You have the rights to upload such materials. NextAlpha is not responsible for verifying the legality of the uploaded content.

4.3NextAlpha is committed to protecting and encrypting Your data to ensure its security and confidentiality.

4.4As between the parties, You retain all right, title, and interest (including any and all intellectual property rights) in and to the Customer Data. You grant to NextAlpha and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data and Your Input to the extent necessary to provide the Service to You, to prevent or address service or technical problems with the Service, or as may be required by law.

4.5Your use of the Service and all Customer Data will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to any data localization or data sovereignty laws, regulations, and any other third-party legal requirements applicable to You. You are responsible for the accuracy, content, and legality of all Customer Data.

5.1NextAlpha offers both free and paid subscription plans. Free plans are subject to usage limits (including limits on AI prompts) and may have restricted features. NextAlpha reserves the right to modify the features and limits of free plans at any time. If we believe that You are not using a free plan in good faith, we may immediately terminate Your access to the Service.

5.2Paid subscription plans ("Subscriptions") are billed on a monthly basis. Each Subscription renews automatically at the end of the billing period until cancelled. Either party may cancel a Subscription at any time upon written notice, for which email may suffice. Upon cancellation, Your access to the Service will continue until the end of the then-current billing period, after which no further charges will be incurred and access will be downgraded to the free plan.

5.3Each subscription plan includes a specific allocation of AI prompts per month. Unused prompts do not carry over to the next billing period. If You exceed Your plan's prompt allocation, access to AI-powered features may be restricted until the next billing cycle begins.

5.4Subject to the terms of these Terms, NextAlpha hereby grants to You a limited-term, non-exclusive, non-transferable, non-sublicensable license to access the Service via a web browser solely for internal business purposes or personal, non-commercial use. Sharing of accounts is not permitted. Usernames and passwords may only be used by the user to whom the account is assigned.

5.5NextAlpha reserves the right to change its pricing at any time. Any price changes will take effect at the start of the next billing period following notice of the change. Your continued use of the Service after a price change constitutes Your acceptance of the new pricing.

6.1These Terms take effect when You first use NextAlpha and remain in effect until terminated. You may terminate these Terms at any time by discontinuing the use of the Service and deleting Your account. We may similarly terminate upon notice at any time.

6.2Upon termination, You will stop using NextAlpha, and You will promptly return, or if instructed by us, destroy any Confidential Information. The sections of these Terms that customarily would survive such an agreement shall survive (for example, provisions around confidentiality, limitation of liability, disclaimers, and obligation to pay unpaid fees).

7.1You warrant that You have the necessary rights in Your Customer Data and Input to use it with NextAlpha and that Your use of the Service will comply with all applicable laws and regulations.

7.2THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. NEXTALPHA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, IMPLIED OR EXPRESSED, WITH RESPECT TO THE SERVICE INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE DISCLAIMED. NEXTALPHA DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

7.3NEXTALPHA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY MARKET DATA, FINANCIAL INFORMATION, OR AI-GENERATED OUTPUT PROVIDED THROUGH THE SERVICE. REAL-TIME DATA MAY BE DELAYED OR UNAVAILABLE. PORTFOLIO SIMULATIONS ARE HYPOTHETICAL AND DO NOT REFLECT ACTUAL TRADING CONDITIONS, INCLUDING BUT NOT LIMITED TO MARKET LIQUIDITY, SLIPPAGE, AND EXECUTION TIMING.

7.4NEXTALPHA IS NOT A REGISTERED INVESTMENT ADVISOR, BROKER-DEALER, OR FINANCIAL PLANNER. THE SERVICE IS NOT REGULATED BY ANY SECURITIES REGULATORY AUTHORITY, INCLUDING THE AUTORITÉ DES MARCHÉS FINANCIERS (AMF), THE CANADIAN SECURITIES ADMINISTRATORS (CSA), OR THE U.S. SECURITIES AND EXCHANGE COMMISSION (SEC). NOTHING IN THE SERVICE CONSTITUTES A SOLICITATION, OFFER, OR RECOMMENDATION TO BUY OR SELL ANY SECURITY.

8.1IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE, INVESTMENT LOSSES, OR BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

8.2Other than for claims based on liability which, by law, cannot be limited (for example, tort claims for gross negligence and intentional misconduct), in no event will either party's total liability to the other party or any third party for all claims in the aggregate (for damages or liability of any type) in connection with these Terms exceed the total amount paid by You to NextAlpha during the twelve (12) months preceding the claim (the "Liability Cap").

8.3Nothing in Sections 7 or 8 is intended to exclude or limit any liability or consumer right that cannot be excluded or limited under applicable law, including mandatory protections under the Quebec Consumer Protection Act (Loi sur la protection du consommateur) or other applicable consumer protection legislation. Where such mandatory provisions apply, the liability of NextAlpha shall be limited to the maximum extent permitted by law.

9.1Assignment. Neither party may assign these Terms without the advance written consent of the other party, except that NextAlpha and You may (i) assign these Terms in their entirety to any Affiliate and (ii) assign these Terms in connection with a consolidation, merger, or sale of all or substantially all of our assets.

9.2Confidentiality. Each party (as the "Receiving Party") will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the other party (the "Disclosing Party") for any purpose outside the scope of these Terms; and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with the purpose of these Terms and who are bound by confidentiality obligations containing protections at least as protective as this section.

9.3Equitable Relief. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

9.4Subprocessor Restrictions. Subprocessors will not train any AI models with Your Content or Customer Data. Subprocessors will not retain or log for human review Your Content or Customer Data.

9.5No AI Training. NextAlpha will not train any AI models using Your Content or Customer Data.

9.6Privacy and Data Protection. Your use of the Service is subject to our Privacy Policy to the extent not in conflict with the Terms. NextAlpha complies with applicable Canadian privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and Quebec's Act respecting the protection of personal information in the private sector (Loi 25 / Law 25). Where the European Union General Data Protection Regulation (GDPR) applies to You, NextAlpha will process Your personal data in accordance with its requirements.

9.7Governing Law. These Terms will be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflicts of laws provisions. The United Nations Convention on the International Sale of Goods does not apply to these Terms.

9.8Dispute Resolution. The parties agree to first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, either party may submit the dispute to the exclusive jurisdiction of the courts of the judicial district of Montreal, Province of Quebec, Canada. Nothing in this section limits the right of either party to seek injunctive or other equitable relief from any court of competent jurisdiction. For consumers residing in Quebec, nothing in these Terms shall restrict any rights that cannot be waived under the Quebec Consumer Protection Act.

9.9Language. The parties have expressly requested that these Terms and all related documents be drafted in English. Les parties aux présentes ont expressément demandé que ces conditions et tous les documents connexes soient rédigés en anglais. A French version of these Terms may be made available for convenience; in the event of any discrepancy, the English version shall prevail, except where prohibited by applicable law.

9.10All notices must be in writing and addressed to the parties via email: (i) for NextAlpha, notice must be sent to contact@nextalpha.ai. Notices will be deemed given upon receipt. Either party may change its email address for notices under these Terms by providing the other party written notice in accordance with this section.

9.11No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by the waiving party.

9.12These Terms are the complete and exclusive statement of the mutual understanding of the parties in connection with Your use of the Service and supersede and cancel all previous written and oral agreements, understandings, and communications relating to the subject matter in these Terms.

9.13Export Compliance and Sanctions. The parties agree to comply with all applicable export and import laws and regulations, including those of Canada (Special Economic Measures Act, Export and Import Permits Act) and the United States. The Service may not be used in or for the benefit of, exported, or re-exported (a) into any country subject to Canadian or U.S. trade sanctions or embargoes (collectively, the "Embargoed Countries") or (b) to anyone on the Canadian Consolidated Autonomous Sanctions List, the U.S. Treasury Department's list of Specially Designated Nationals, or any other applicable restricted party lists. You represent and warrant that You are not located in any Embargoed Countries and not on any such restricted party lists.

9.14Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms if the delay or failure results from any cause beyond such party's reasonable control, including acts of God, labor disputes, systemic electrical or telecommunications failures, earthquake, storms, blockages, embargoes, riots, public health emergencies, acts or orders of government, acts of terrorism, or war.

9.15The relationship established by these Terms is between NextAlpha (Service Provider) and You (Customer) and does not constitute or represent a partnership, joint venture, or employee/employer relationship.

10.1"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity where control means direct or indirect ownership or control of more than 50% of the voting interests in the subject entity.

10.2"Confidential Information" means all information that is identified as confidential at the time of disclosure by the Disclosing Party or reasonably should be known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Content specific to You and Customer Data are Confidential Information.

10.3"Content" means Input and Output collectively.

10.4"Customer Data" has the meaning set forth in Section 4.1.

10.5"Disclosing Party" has the meaning set forth in Section 9.2.

10.6"Feedback" means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided to NextAlpha by You relating to our offerings. Feedback excludes Customer Data and Content.

10.7"Input" means the query, instruction, portfolio action, or data provided by a user to the Service.

10.8"Liability Cap" has the meaning set forth in Section 8.2.

10.9"NextAlpha" means the software-as-a-service platform made available at https://nextalpha.ai.

10.10"Output" means the output provided by the Service to a user in response to such user's Input, including but not limited to market data, AI-generated analysis, portfolio snapshots, screening results, and charts.

10.11"Privacy Policy" means NextAlpha's policy governing the privacy provisions related to its Service as located at https://nextalpha.ai/privacy-policy.

10.12"Receiving Party" has the meaning set forth in Section 9.2.

10.13"Service" means the NextAlpha platform, including all features such as the AI chat interface, portfolio simulation, market data, screener, and any associated APIs.

10.14"Terms" has the meaning set forth in Section 1.1.

10.15"Usage Data" means information reflecting the access, interaction, or use of the Service by or on behalf of Customer including frequency, duration, volume, features, functions, click-through or click-stream data, and statistical or other analysis based on the foregoing. Other than as strictly required for billing purposes, Usage Data does not include Content, Customer Data, Customer Confidential Information, or any information that identifies or reasonably would permit identification of any Content, Customer Data, or Customer Confidential Information.

10.16"You" or "Your" means either (1) in the case of an individual, the person contracting for the use of the Service; or (2) in the case of a legal entity, the organization contracting for the use of the Service.

11.1All sales are final. Once a subscription has been purchased, no refunds or reimbursements will be provided. By subscribing to NextAlpha, You acknowledge and agree that You will not be entitled to a refund for any reason, including but not limited to dissatisfaction with the Service, failure to use the Service, or cancellation of Your subscription before the end of the billing period.