NxtUp Terms of Service

1. Eligibility

To use the Services, you must: (a) be at least 13 years old (or the minimum age of digital consent in your jurisdiction, whichever is higher); (b) own the valid email address used to register your account; (c) have the legal authority to enter into a binding agreement with NxtUp; (d) be located in a jurisdiction where use of the Services is lawful; (e) not have been previously suspended or removed from our Services; and (f) at all times comply with these Terms. If you do not meet these requirements, you do not have permission to use the Services and we reserve the right to suspend your access without notice.

2. The Services

2.1 Description

NxtUp is a personalized content discovery platform that recommends shows, movies, and sports content to you based on your viewing history, preferences, and activity within the Services. Content metadata is provided by The Movie Database (TMDB) and other data sources.

2.2 Service Tiers

Free Services are available at no charge. Where NxtUp offers enhanced features for a fee, those features will be clearly identified and subject to the billing terms in Section 4. We reserve the right to change, add, or remove service tiers and adjust pricing at any time, with at least 30 days' notice prior to any price change affecting your existing subscription.

2.3 Registration and Account

You can browse parts of the Site without registering. To use core Services, you must register and create an account ("Account"). When you create an Account, you agree to: provide a valid email address and accurate registration information (including your name, birthday, country, and preferences); keep your Account information current and accurate; use the Services for lawful purposes only; not share your Account or allow others to access it; and maintain the confidentiality of your login credentials. You are solely responsible for all activity that occurs under your Account.

2.4 Preview features

NxtUp may make new features or versions of the Services available prior to general release for testing and evaluation ("preview features"). Preview features are subject to these Terms. We may discontinue any preview feature at any time, with or without notice, and without further obligation to you. We may offer access via an invite or referral code system.

3. Acceptable Use

You are personally responsible for your use of the Services. NxtUp may temporarily or permanently suspend your Account if you violate this section, as determined by us in our sole discretion. You represent and warrant that you will:

• Use the Services in compliance with all applicable laws and regulations;
• Provide truthful and accurate information when registering or interacting with the Services;
• Maintain the accuracy of any information you provide;
• Not jeopardize the security of your Account;
• Not engage in any conduct described in Section 6 (Use Restrictions); and
• Notify us immediately at support@solvaralabs.com if you become aware of any unauthorized access to your Account or any other security breach.

4. Billing and Payment

This Section applies if you subscribe to a paid tier of the Services.

4.1 Fees

You agree to pay all fees stated at the time of subscription, plus any applicable taxes. All fees are in U.S. Dollars unless otherwise stated. ALL PAID SUBSCRIPTION FEES ARE NON-REFUNDABLE except as required by applicable law or as expressly stated in these Terms.

4.2 Payment Processing

Payments are processed securely by Stripe, a PCI-DSS compliant payment processor. NxtUp does not store your full payment card details. You represent and warrant that your payment information is accurate and that you are authorized to use the payment method provided. You agree to be solely liable for any payment fraud or unauthorized use.

4.3 Automatic Renewal

Unless otherwise stated at signup, subscriptions automatically renew at the end of each billing period. By subscribing, you authorize NxtUp (through Stripe) to charge your payment method on a recurring basis until you cancel. You may cancel at any time via the subscription management page (Stripe Customer Portal) linked from the Services (e.g., the Subscribe page), or by contacting us at support@solvaralabs.com.

4.4 Late Payment

If we are unable to charge your payment method, we reserve the right to downgrade your access to the free tier until payment is resolved. If unpaid amounts are referred to collections, you agree to pay all reasonable associated fees.

4.5 Changes and Cancellations

If you cancel your subscription, your cancellation is effective at the end of the then-current billing period and you will retain access to paid features through that date. We will not refund any fees already paid unless required by law.

5. Intellectual Property

5.1 License Grant

NxtUp grants you a limited, worldwide, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use, subject to these Terms.

5.2 Our Content

Unless otherwise indicated, all content, features, and functionality of the Services — including but not limited to text, graphics, logos, user interface design, software, and data compilations (collectively, "Content") — are owned by or licensed to NxtUp and are protected by applicable intellectual property laws. Content metadata (e.g., show and movie information, artwork) is provided by TMDB under its terms of use. Your use of the Services does not grant you any license or right to reproduce, distribute, modify, publicly display, or otherwise exploit any Content except as expressly permitted by these Terms.

5.3 Trademarks

The NxtUp name, logo, and any related marks may not be copied, imitated, or used — in whole or in part — without our prior written permission. Third-party trademarks used in the Services (e.g., TMDB, Stripe) remain the property of their respective owners.

5.4 User Submissions

If you submit content to the Services — such as ratings, watchlist data, or feedback ("User Submissions") — you grant NxtUp a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, adapt, and display such User Submissions to operate and improve the Services. You represent and warrant that you have all rights necessary to grant this license and that your User Submissions do not infringe any third-party rights. NxtUp does not claim ownership of your User Submissions.

6. Use Restrictions

By using the Services, you agree not to:

• Use or attempt to use another user's Account without authorization, or impersonate any person or entity;
• Access data not intended for you or log into a server or account you are not authorized to access;
• Upload or transmit any content containing malware, viruses, or other harmful code;
• Use the Services for commercial solicitation, spam, or unauthorized advertising;
• Infringe, misappropriate, or violate any third party's intellectual property, privacy, or publicity rights;
• Violate any applicable law or regulation, or encourage others to do so;
• Submit false, misleading, defamatory, obscene, or offensive content;
• Promote discrimination, bigotry, hatred, harassment, or harm against any individual or group;
• Attempt to probe, scan, or test the vulnerability of our systems or networks, or circumvent any security measures;
• Scrape, crawl, or otherwise extract data from the Services in an automated manner without our prior written consent;
• Reverse engineer, decompile, or disassemble any part of the Services; or
• Use the Services in any manner that, in our sole discretion, restricts or inhibits any other person from using or enjoying the Services.

Violations of these restrictions may result in immediate account suspension or termination and may expose you to civil or criminal liability. We reserve the right to investigate suspected violations and cooperate with law enforcement authorities.

7. Third-Party Services and Content

The Services integrate with and rely on third-party services including TMDB (content metadata), Stripe (payments), Sentry (error monitoring), Resend (email delivery), MongoDB (database), and Vercel (hosting). The Services may also display links to third-party websites. NxtUp is not responsible for the content, accuracy, or practices of any third-party services or websites. Your use of third-party services is subject to their own terms and privacy policies. Inclusion of any third-party link or integration in our Services does not imply our endorsement.

8. Privacy

Your use of the Services is also governed by our Privacy Policy, available at nxt-up.app/privacy, which is incorporated into these Terms by reference. By using the Services, you acknowledge that you have read and understand our Privacy Policy. NxtUp may use your contact information to send you service-related and account communications (e.g., password resets, account changes). We do not send marketing or promotional emails unless you have opted in.

9. Copyright Infringement

NxtUp respects the intellectual property rights of others. If you believe in good faith that content on our Services infringes your copyright, please send a notification to support@solvaralabs.com with the subject line "DMCA Takedown Request." To be effective, your notice must include:

• A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the allegedly infringing material and sufficient information for us to locate it;
• Your contact information (address, phone number, and email);
• A statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; and
• A statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.

We will respond to valid notices in accordance with the Digital Millennium Copyright Act (DMCA). We reserve the right to terminate, in appropriate circumstances, the accounts of users who are repeat infringers.

10. Service Availability

NxtUp will use commercially reasonable efforts to maintain availability of the Services. However, there will be times when the Services are unavailable due to scheduled maintenance, outages, emergency maintenance, software or hardware issues, or causes beyond our reasonable control. NxtUp is not liable for any delays, interruptions, or errors resulting from any unavailability of the Services.

11. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, NXTUP, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (C) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. CONTENT METADATA IS PROVIDED BY THIRD PARTIES (E.G., TMDB) AND NXTUP MAKES NO WARRANTY AS TO ITS ACCURACY OR COMPLETENESS.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NXTUP, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES — ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO NXTUP IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) $10 USD, IF YOU HAVE NOT PAID ANY FEES.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you in full.

13. Indemnification

You agree to indemnify, defend (at our option), and hold harmless NxtUp and Solvara Labs (along with their respective officers, employees, affiliates, agents, and licensors) from and against any and all claims, liabilities, damages, losses, and expenses — including reasonable legal fees — arising out of or in any way connected with: (a) your violation of these Terms; (b) your use or misuse of the Services; (c) your User Submissions; (d) your violation of any applicable law or the rights of any third party; or (e) any breach of the representations and warranties you make in these Terms. We reserve the right to assume exclusive control of any matter subject to indemnification by you.

14. Enforcement and Termination

14.1 Enforcement

NxtUp reserves the right (but is not obligated) to remove or disable your access to the Services, disable your Account, or remove any content, at any time and without notice, if we determine in our sole discretion that your use is in violation of these Terms or is otherwise objectionable. Certain violations may result in immediate termination without prior notice.

14.2 Account Deletion

You may delete your Account at any time through your account settings. Upon deletion, we will promptly remove your personal data from our systems as described in our Privacy Policy. All provisions of these Terms that by their nature should survive termination — including intellectual property provisions, warranty disclaimers, indemnification, and limitations of liability — shall survive.

15. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS AN ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER.

15.1 Informal Resolution

Before filing any formal claim, you agree to try to resolve the dispute informally by contacting us at support@solvaralabs.com. We will try to resolve the dispute informally within 30 days. If the dispute is not resolved within that time, either party may initiate formal proceedings as described below.

15.2 Arbitration Agreement

You and NxtUp agree to resolve any disputes through final and binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration will be conducted in English. Either party may bring qualifying claims in a small claims court of competent jurisdiction. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent unauthorized use or infringement of intellectual property rights without first pursuing arbitration.

15.3 Class Action Waiver

You and NxtUp agree that all claims and disputes must be brought solely on an individual basis. You may not bring a claim as a plaintiff or class member in any class, consolidated, or representative action. Class arbitrations, class actions, and consolidation with other arbitrations are not permitted.

15.4 Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflicts of law principles. To the extent arbitration does not apply, you and NxtUp consent to the exclusive jurisdiction of the state and federal courts located in Delaware for resolution of any permitted court proceedings.

15.5 Limitation on Claims

Any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after the claim arose, or it will be permanently barred.

16. Consent to Electronic Communications

By creating an Account or using the Services, you consent to receiving electronic communications from NxtUp (e.g., via email) for account-related and service-related purposes. You agree that any notices, agreements, or disclosures we send electronically satisfy any legal requirement that such communications be in writing. You must maintain a valid email address to use the Services. You may opt out of non-essential communications as described in our Privacy Policy.

17. Amendments

We may amend these Terms at any time by posting the updated version on the Site and revising the "Last Updated" date at the top. Material changes will be communicated to you via email or an in-app notification. Your continued use of the Services after updated Terms are posted constitutes your acceptance of the changes.

18. General

These Terms, together with our Privacy Policy and any other policies incorporated herein, constitute the entire agreement between you and NxtUp with respect to the Services and supersede all prior agreements. The parties are independent contractors. If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force. Our failure to enforce any provision of these Terms is not a waiver. These Terms, and any rights granted under them, may not be transferred or assigned by you without our prior written consent, but may be freely assigned by NxtUp.

Contact Us

If you have any questions about these Terms, please contact us at:

NxtUp / Solvara Labs

Email: support@solvaralabs.com

Website: nxt-up.app