NPC SaaS Terms and Conditions

NPC Saas Terms & conditions

Notice Regarding Updated Terms & Conditions

These Terms and Conditions (“T&Cs”) apply to all current and future subscriptions to Nextenture’s SaaS services. These T&Cs were last updated on April 22, 2025.

Prior to this date, only the “Definitions” section of the T&Cs was made available online at nextenture.com/definitions, while all other applicable terms were included in executed order forms. As of April 22, 2025, this page consolidates and publishes all static terms previously included in such order forms, in addition to the existing Definitions section.

All order forms executed prior to April 22, 2025, shall be deemed to incorporate these updated Terms and Conditions, except where explicitly stated otherwise in the signed agreement. This page replaces the former definitions page and is now available at nextenture.com/terms.

Customers with previously executed agreements are hereby notified that these consolidated terms shall govern the ongoing provision and use of the Services.

1. DEFINITIONS

• • • “Administrator User” means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by Nextenture.
    • “Customer Content” means all data and materials provided by Customer to Nextenture for hosting, processing or other use in connection with the SaaS Services, including, without limitation, customer applications, data, and graphics, and all derivatives thereof.
    • “Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by Nextenture to Customer regarding the use or operation of the SaaS Services.
    • “Maintenance Services” means the support and maintenance services provided by Nextenture to Customer pursuant to this Agreement and Exhibit 2.
    • “Other Services” means all technical and non-technical services performed or delivered by Nextenture under this Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a Schedule and mutually agreed to by the parties.  All Other Services will be provided on a non-work for hire basis.
    • “Schedule” is a written document attached to this Agreement under Exhibit 1 or executed separately by Nextenture and Customer for the purpose of purchasing SaaS Services under the terms and conditions of this Agreement.
    • “Software” means the object code version of any software to which Customer is provided access as part of the Service, including any updates or new versions.
    • “SaaS Services” refer to Nextenture’s customer and employee integrated platform, hosted by Nextenture, and made available to Customer over a network on a term-use basis.
    • “Subscription Term” shall mean that period specified in a Schedule during which Customer will have on-line access and use of the Software through Nextenture’s SaaS Services.

2. SAAS SERVICES

Nextenture grants Customer a nonexclusive, non-assignable, royalty-free, worldwide right to access and use the SaaS Services during the Subscription Term, solely for internal business operations and subject to the terms of this Agreement. Customer acknowledges that this Agreement is a services agreement and Nextenture will not be delivering copies of the Software to Customer as part of the SaaS Services.

3.  RESTRICTIONS

Customer shall not, and shall not permit anyone to:

(i) copy or republish the SaaS Services or Software,

(ii) make the SaaS Services available to any person other than employees of Arlington Community Federal Credit Union and Arlington Community Federal Credit Union’s Customer-Operators,

(iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties,

(iv) modify or create derivative works based upon the SaaS Services or Documentation,

(v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation,

(vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or

(vii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product.  Subject to the limited licenses granted herein, Nextenture shall own all rights, title, and interest in and to the software, services, documentation, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and intellectual property rights therein.

4.  RESPONSIBILITIES

• Each party shall provide commercially reasonable information and assistance to the other party as necessary for provision of the SaaS Services and Other Services hereunder. Upon request from Nextenture, Customer shall deliver necessary Customer Content to Nextenture in an electronic file format that is reasonably specified and accessible by Nextenture. Customer acknowledges that Nextenture’s ability to deliver the SaaS Services in the manner provided in this Agreement is contingent in some respects on the accuracy and timeliness of information and assistance from Customer.
• Compliance with Laws. Each party shall comply with all applicable local, state, national and foreign laws in connection with this Agreement and all services hereunder, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Nextenture exercises no control over the content of the information transmitted by Customer through the SaaS Services. Customer shall not knowingly upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
• Unauthorized Use; False Information. Customer shall: (a) notify Nextenture immediately upon discovery of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to Nextenture immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and (c) not provide false identity information to gain access to or use the SaaS Services.
• Administrator Access. Customer shall be solely responsible for the acts and omissions of its Administrator Users. Nextenture shall not be liable for any loss of data or functionality caused by the Administrator Users.
• Customer Input. Customer is solely responsible for collecting, inputting, and updating all Customer Content stored on the SaaS Services, and for ensuring that the Customer Content does not (i) include anything that infringes or misappropriates the copyright, trade secret, trademark, or other intellectual property right of any third party, or (ii) contains anything obscene, defamatory, harassing, offensive or malicious.
• License from Customer. Subject to the terms and conditions of this Agreement, Customer grants Nextenture a limited, non-exclusive, and non-transferable license, to copy, store, configure, perform, display, and transmit Customer Content strictly as necessary to provide the SaaS Services to Customer hereunder.
• Ownership and Restrictions. As between the parties, Customer retains ownership and intellectual property rights in and to its Customer Content and any derivatives thereof. Nextenture or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement except where otherwise agreed.
• Suggestions. Customer grants Nextenture a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the SaaS Services at its discretion.

5.  ORDERS AND PAYMENT

• Orders. Customer shall order SaaS Services pursuant to a Schedule. All services acquired by Customer shall be governed exclusively by this Agreement and the applicable Schedule. In the event of a conflict between the terms of a Schedule and this Agreement, this Agreement shall take precedence except where the Schedule specifically indicates that it is superseding an identified provision herein.
• Invoicing and Payment. Unless otherwise provided in the Schedule, Nextenture shall invoice Customer for all fees on the Schedule effective date. Customer shall pay all undisputed invoices within 30 days after the Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars and must be paid by Customer to Nextenture in United States Dollars.

6.  TERM AND TERMINATION

• Term of Agreement. The duration of this Agreement is defined by the Effective Date, Term Length, and End Date specified in the applicable Order Form.
• Termination. Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.
• Suspension for Non-Payment. Nextenture reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any undisputed amounts due to Nextenture under this Agreement, but only after Nextenture notifies Customer of such failure and such failure continues thereafter for fifteen (15) days. Suspension of the SaaS Services shall not release Customer of its prior payment obligations under this Agreement. Customer agrees that Nextenture shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s nonpayment of undisputed fees.
• Effect of Termination. The Effects of Termination are outlined as follows: (a). Upon termination of this Agreement or expiration of the Subscription Term, Nextenture shall immediately cease providing the SaaS Services and all usage rights granted under this Agreement shall terminate; and (b) if either party terminates this Agreement due to a material breach by the other party, then Customer shall immediately pay to Nextenture all amounts then due under this Agreement until the date of termination, and Nextenture shall immediately repay to Customer all pre-paid amounts for any unperformed SaaS Services scheduled to be delivered after the termination date. Nothing in this section precludes a party from seeking damages in connection with a breach of contract.

7.  WARRANTIES

Nextenture warrants that the SaaS Services will perform in all material respects in accordance with this Agreement. Except as otherwise provided herein, Nextenture cannot guarantee that SaaS Services will be performed error-free, virus-free, or uninterrupted, but it does warrant that it will work with the Customer to develop reasonable solutions or alternatives to whatever issues may arise. Customer acknowledges that Nextenture does not control the transfer of data over public communications facilities, including the internet, and that the SaaS Services may be subject to limitations, delays, and other problems inherent in the use of such communications.

8.  LIMITATIONS OF LIABILITY

NEITHER PARTY (NOR ANY AFFILIATE, LICENSOR OR CONTRACTOR THEREOF) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THREE MILLION DOLLARS ($3,000,000).

The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Indemnification,” or “Confidentiality.” The limitations of liability set forth in this section will not apply with respect to a party’s fraudulent or criminal acts or omissions, gross negligence, or willful misconduct.

9.  INDEMNIFICATION

• Mutual Indemnification Each party shall indemnify, defend and hold harmless the other Party, including affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all claims of third parties, and all associated losses, to the extent arising out of (a) a party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a party and any of its representations, warranties, covenants, or agreements under this Agreement.
• Indemnification by Nextenture. If a third party makes a claim against Customer that any SaaS Services hereunder infringe any intellectual property or proprietary rights including patent, copyright, trademark, or trade secret, Nextenture shall indemnify, defend and hold harmless Customer (with its directors, officers, employees, contractors and agents) against the claim at Nextenture’s expense and Nextenture shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Nextenture, to the extent arising from the claim. Nextenture shall have no liability for any claim to the extent based on (a) the Customer Content, (b) Customer modification of the SaaS Services not authorized by Nextenture, or (c) Customer use of the SaaS Services other than in accordance with the Documentation and this Agreement. Nextenture may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.
• Indemnification by Customer. If a third party makes a claim against Nextenture that the Customer Content infringes any intellectual property or proprietary rights including patent, copyright, trademark or trade secret, Customer shall indemnify, defend and hold harmless Nextenture (with its directors, officers, employees, contractors and agents) against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim. Customer shall have no liability for any claim to the extent based on unauthorized use or processing of the Customer Content.
• Conditions for Indemnification. A party seeking indemnification under this section shall: (a) promptly notify the other party of the claim, provided that any delay shall not absolve the indemnifying party of any obligations hereunder except to the extent prejudiced by such delay; (b) give the other party sole control of the defense and settlement of the claim, provided that (i) the indemnified party may participate with its own counsel at its own expense, and (ii) any settlement intended to bind the indemnified party (except with respect to a monetary payment fully paid by the indemnifying party without any admission of liability) shall require the indemnified party’s written consent, which shall not be unreasonably withheld or delayed; and (c) provide, at the indemnifying party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the indemnifying party in the defense and settlement of the claim.

10.  CONFIDENTIALITY; DATA PROTECTION

• Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) should reasonably be understood to be confidential or proprietary based on the circumstances of disclosure and nature of the information itself. Confidential Information includes information disclosed by third parties to a disclosing party under an obligation of confidentiality. Customer Content is deemed Confidential Information of Customer (provided that it may be displayed to Customer users as contemplated by the provided services). Nextenture software and Documentation are Confidential Information of Nextenture.
• Confidentiality. During the term of this Agreement, each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to anyone other than to its employees, contractors and professional advisors who need to know such information in order to perform their obligations related to this Agreement and who are contractually bound by confidentiality obligations that are at least as protective as those in this Agreement. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder. The receiving party will be responsible for any breach of these obligations by its employees, contractors, representatives, agents, and any other downstream recipient thereof.
• Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that (i) the receiving party shall promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure, and (ii) if the disclosing party does not seek or obtain appropriate remedies prior to disclosure, the receiving party may disclose only the portion of Confidential Information it is legally required to disclose after exercising reasonable efforts to obtain confidential treatment of that information. This Agreement is Confidential Information of both parties, and each party may disclose the existence and specific terms of this Agreement only to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers, and investors.
• Security. Nextenture shall maintain commercially reasonable administrative, technical, and physical safeguards that comply with applicable laws and are designed to protect the security, integrity, accessibility and confidentiality of any computer systems or services owned, leased, or otherwise used by Nextenture to host, process or transmit Customer Content. Nextenture’s safeguards shall be designed to (a) protect against any anticipated threats or hazards to the security or integrity of the Customer Content; (b) protect against unauthorized access to or use of the Customer Content that could result in harm to Customer or to any person or entity associated with Customer; and (c) ensure the proper protection and disposal of Customer Content. Nextenture shall reasonably and promptly cooperate with any Customer questionnaires or inquiries regarding the security of the services including Nextenture’s relevant computer systems or services.
• Security Incident. Nextenture shall promptly notify Customer (and in no event more than 24 hours) if it discovers or suspects that any accidental or unauthorized access, acquisition, use, modification, disclosure, loss, destruction of, or damage to any Customer Confidential Information (including Customer Content) (an “Incident”). In the event of an Incident, Nextenture will reasonably cooperate with Customer to investigate the Incident, mitigate any potential harm caused by the Incident, comply with any legal or contractual obligations, and take appropriate measures to prevent a recurrence of such Incident.
• Data Privacy.
  • To the extent Nextenture receives, has access to or processes any Customer Personal Information in connection with the services (such as in Customer Content), Nextenture will be subject to and strictly comply with (i) Customer’s applicable privacy policies and procedures, as made available to Nextenture, and (ii) applicable laws governing the collection, use, disclosure, security, processing and transfer of such Personal Information such as the California Consumer Privacy Act as amended and with its implementing regulations (collectively, “Privacy Laws”).
  • As used herein, “Personal Information” means any information relating to an identified or identifiable natural person or household, including as defined by applicable laws and contractual obligations. With respect to such Personal Information, Nextenture will comply with Privacy Laws and shall: (i) operate strictly be a service provider; (ii) not retain, use or disclose the Personal Information for any purpose other than for the specific purpose of performing services under the Agreement or as otherwise expressly permitted by Privacy Laws; (iii) not sell or share Personal Information; and (iv) promptly (and, in any case within fourteen (14) days of receipt) comply with Customer’s written instructions associated with responding to an individual’s request to exercise their privacy rights with respect to their Personal Information.
  • If requested by Customer, Nextenture agrees to execute suitable data processing and data transfer agreements in view of Privacy Laws and Customer’s contractual obligations. Such agreement(s) shall, where possible, be made prior to any such transfer of Personal Information occurring. Nextenture shall provide such commercially reasonable assistance to Customer as may be required for Customer to comply with its obligations under applicable privacy laws, and shall take any steps that are legally required to adequately implement and legitimize such data processing and data transfer activities. Customer agrees to make any necessary disclosures and obtain any necessary consents for Nextenture to host or process Personal Information in its capacity of a service provider as permitted herein.

11.  GENERAL PROVISIONS

• Non-Exclusive Service. Each Party acknowledges and agrees that this Agreement and the services provided hereunder are non-exclusive and either Party may contract with other parties for any services. Nothing shall be deemed to prevent or restrict Nextenture’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties.
• Assignment. Neither party may assign this Agreement or any right under this Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this Agreement to an acquirer of all or substantially all of the business of such party to which this Agreement relates, whether by merger, asset sale or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this Agreement, provided, however, that such party shall not be relieved of any obligation under this Agreement.
• Notices. Except as otherwise permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this section, or (c) when delivered if delivered personally or sent by express courier service. All notices shall be sent to the other party at the address set forth on the cover page of this Agreement, provided that a party may change such contact information by providing notice to the other party accordingly.
• Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or services, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures, provided that such event does not exceed seven (7) days.
• Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach.
• Severability. If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement shall remain in full force.
• Entire Agreement. This Agreement (including all Schedules and exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this Agreement. This Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.
• Survival. Sections 3, 6, and 8 through 11 of this Agreement shall survive the expiration or termination of this Agreement for any reason.
• Publicity. Nextenture may not include Customer’s name and logo in its customer lists and on its website without express written permission of Customer, which may be revoked by Customer at any time in its sole discretion. Any authorized use of Customer’s name or logo must adhere to any usage guidelines provided by Customer.
• Independent Contractor. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.
• Statistical Information. Nextenture may compile statistical information related to the performance of the services for purposes of improving the services, provided that: (i) such information does not identify Customer or Customer Content, or any Personal Information (“Aggregate Information”), (ii) Nextenture shall be solely responsible to de-identify and aggregate such information accordingly; (iii) Company has no obligation to obtain consents from any party with respect to the Aggregate Information; and (iv) any breach of these obligations will constitute a material breach of the Agreement.
• Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.
• Dispute Resolution. Customer’s satisfaction is an important objective to Nextenture in performing its obligations under this Agreement. If a dispute arises between the parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.
• Signatures. This Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission (including via pdf) will be effective as delivery of a manually executed counterpart.
• All other relevant provisions of this Agreement are set forth in Schedules attached to the Order Form.

12.  MISCELLANEOUS

Any additional terms between Nextenture and Customer shall be found in Schedules attached to the Order Form.