NEXUS PLATFORM USER AGREEMENT

By creating a Nexus account or accessing or using our Services (described below), you are agreeing to enter into a legally binding contract with Master B2B LLC. If you do not agree to this contract (“Contract” or “User Agreement”), you may not create an account or access or otherwise use any of our Services.

1.1 Services
This Contract applies to your membership in Master B2B’s Nexus platform (hosted on www.masterb2b.com/nexus), Nexus-branded apps, and other Nexus-related sites, apps, communications, other services that state that they are offered under this Contract, and Nexus’s “Expert Advice,” “Survey-Based Research and Analysis” and “Executive Partner” services (“Services”), including the offsite collection of data for those Services. The terms of Nexus’s “Expert Advice,” “Survey-Based Research and Analysis” and “Executive Partner” services are further described in Exhibit A attached hereto and expressly incorporated herein by reference.

Nexus
You are entering into this Contract with Master B2B LLC for use of the Nexus platform (also referred to as “we,” “us” or “Nexus”).

As a Member of our Services, the collection, use, and sharing of your personal data is subject to our Privacy Policy (available here, our cookie policy and other documents referenced in our Privacy Policy, and updates. You acknowledge and have read our Privacy Policy.

1.2 Members

When you register and join the Nexus Services, you become a “Member”.

1.3 Changes

We may modify this Contract, our Privacy Policy and our cookie policy from time to time. If required by applicable law or if we make material changes to this Contract, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. Your continued use of our Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date.

2. Member Obligations

2.1 Service Eligibility

The Services are not for use by anyone under the age of 16.

To use the Services, you agree that: (1) you must be the "Minimum Age" (described below) or older; (2) you will only have one Nexus account, which must be in your real name; and (3) you are not already restricted by Nexus from using the Services. Creating an account with false information is a violation of our terms, including accounts registered on behalf of others or persons under the age of 16.

“Minimum Age” means 16 years old. However, if law requires that you must be older for Nexus to lawfully provide the Services to you without parental consent (including using your personal data) then the Minimum Age is such an older age.

2.2 Your Account

Members are account holders. You agree to: (1) protect against wrongful access to your account (e.g., use a strong password and keep it confidential); (2) not share or transfer your account or any part of it, including your password (e.g., sell or transfer the personal data of others by transferring your connections); and (3) follow the law, our Code of Conduct (below), and our Professional Standards, which are expressly incorporated herein by reference. You are responsible for anything that happens through your account unless you close it or report misuse.

As between you and others (including your employer), your account belongs to you. However, if the Services were purchased by another party for you to use, the party paying for such Service has the right to control access to and get reports on your use of such paid Service; however, they do not have rights to your personal account.

2.3 Payment

You agree to pay us the applicable fees and taxes for your use of the Services (the “Fees”) prior to activation of your account. Failure to pay these Fees will result in the termination of your access to the Services. If you elected to pay the Fees via invoice, your failure to pay the Fees as invoiced within sixty (60) days of the date of invoice may result in suspension of your access to the Services. Also, you agree that:

Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g., exchange rates).
We may store and continue billing your payment method (e.g., credit card), even after it has expired, to avoid interruptions in your paid Services and to use it to pay for other Services you may buy. You may update or change your payment method.
Your payment method automatically will be charged at the start of each annual subscription period for the Fees applicable to that period. To avoid future charges, cancel before the renewal date by contacting nexus@masterb2b.com.
We may modify our prices effective prospectively upon reasonable notice to the extent allowed under the law.
We may calculate taxes payable by you based on the billing information that you provide us.

You can receive a copy of your invoice upon request.

2.4 Notices and Messages

You agree that we will provide notices and messages to you in the following ways: (1) within the Services or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address). You agree to keep your contact information up to date.

2.5 Sharing

Our Services allow sharing of information (including content) in many ways, such as through your profile, posts, articles, group posts, links to news articles, job postings, messages, and emails. Depending on the feature and choices you make, information that you share may be seen by other Members or others (on or from the Services). Where we have made settings available, we will honor the choices you make about who can see content or other information (e.g., message content to your addressees, sharing content only to Nexus connections, restricting your profile visibility from search tools, or opting not to notify others of your Nexus profile update).

To the extent that laws allow this, we are not obligated to publish any content or other information on our Services and can remove it with or without notice.

3. Rights and Limits

3.1. Your License to Nexus

As between you and Nexus, you own your original content that you submit or post to the Services.

You grant Nexus and our affiliates the following non-exclusive license to the content and other information you provide (e.g., share, post, upload, and/or otherwise submit) to our Services:
A worldwide, fully paid up transferable and sublicensable right to use, copy, modify, distribute, publicly perform and display, host, and process your content and other information without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:

You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except: (a) to the extent you (1) shared it with others as part of the Services and they copied, re-shared it or stored it, (2) we had already sublicensed the content to others prior to your content removal or closing of your account, or (3) we are required by law to retain or share it with others; and (b) for the reasonable time it takes to remove from backup and other systems.

We will not include your content in advertisements for the products and services of third parties to others without your separate consent (including sponsored content). However, without compensation to you or others, ads may be served near your content and other information, and your social actions may be visible and included with ads, as noted in the Privacy Policy. If you use a Service feature, we may mention that with your name or photo to promote that feature within our Services, subject to your settings.

We will honor the audience choices you make for shared content (e.g., “Connections only”). For example, if you choose to share your post to "Anyone on or off Nexus” (or similar): (a) we may make it available off Nexus; (b) we may enable others to publicly share onto third-party services (e.g., a Member embedding your post on a third party service); and/or (c) we may enable search tools to make that public content findable though their services.

While we may edit and make format changes to your content (such as translating or transcribing it, modifying the size, layout or file type, and removing or adding labels or metadata), we will take steps to avoid materially modifying the meaning of your expression in content you share with others.

Because you own your original content and we only have non-exclusive rights to it, you may choose to make it available to others, including under the terms of a Creative Commons license.

You and Nexus agree that we may access, store, process, and use any information (including content and/or personal data) that you provide in accordance with the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding our Services to Nexus, you agree that Nexus can use and share (but does not have to) such feedback for any purpose without compensation to you.

You agree to only provide content and other information that does not violate the law or anyone’s rights (including intellectual property rights). You have choices about how much information to provide on your profile but also agree that the profile information you provide will be truthful. Nexus may be required by law to remove certain content and other information in certain countries.

3.2 Service Availability

We may change, suspend or discontinue any of our Services. We may also limit the availability of features, content and other information so that they are not available to all Members (e.g., by country or by subscription access).

We don’t promise to store or show (or keep showing) any information (including content) that you’ve shared. Nexus is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or other information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.

We provide the Services to you based on the terms of our Subscription Services and Maintenance, Support and Uptime policy attached hereto as Exhibit A.

3.3 Other Content, Sites and Apps

Others’ Content: By using the Services, you may encounter content or other information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive, or otherwise harmful. You agree that we are not responsible for content or other information made available through or within the Services by others, including Members. While we apply automated tools to review much of the content and other information presented in the Services, we cannot always prevent misuse of our Services, and you agree that we are not responsible for any such misuse. You also acknowledge the risk that others may share inaccurate or misleading information about you or your organization, and that you or your organization may be mistakenly associated with content about others, for example, when we let connections and followers know you or your organization were mentioned in the news.

Others’ Products and Services: Nexus may help connect you to other Members who offer you opportunities (on behalf of themselves, their organizations, or others) such as offers to become a candidate for employment or other work or offers to purchase products or services. You acknowledge that Nexus does not perform these offered services, employ those who perform these services, or provide these offered products.

You further acknowledge that Nexus does not supervise, direct, control, or monitor Members in the making of these offers, or in their providing you with work, delivering products or performing services, and you agree that: (1) Nexus is not responsible for these offers, or performance or procurement of them, (2) Nexus does not endorse any particular Member’s offers, and (3) Nexus is not an agent or employment agency on behalf of any Member offering employment or other work, products or services. With respect to employment or other work, Nexus does not make employment or hiring decisions on behalf of Members offering opportunities and does not have such authority from Members or organizations using our products.

Others’ Events: Similarly, Nexus may help you register for and/or attend events organized by Members and connect with other Members who are attendees at such events. You agree that: (1) Nexus is not responsible for the conduct of any of the Members or other attendees at such events, (2) Nexus does not endorse any particular event listed on our Services, (3) Nexus does not review and/or vet any of these events or speakers, and (4) you will adhere to the terms and conditions that apply to such events.

3.4 Limits

Nexus reserves the right to limit your use of the Services, including the number of your connections and your ability to contact other Members. Nexus reserves the right to restrict, suspend, or terminate your account if you breach this Contract or the law or are misusing the Services (e.g., violating any of the Code of Conduct or Professional Standards).

We can also remove any content or other information you shared if we believe it violates our Professional Standards or Code of Conduct or otherwise violates this Contract.

3.5 Intellectual Property Rights

Nexus reserves all of its intellectual property rights in and to the Services. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Nexus, “Nexus” logos and other Nexus trademarks, service marks, graphics and logos used for our Services are trademarks or registered trademarks of Nexus.

3.6 Recommendations and Automated Processing

Recommendations: We use the data and other information that you provide and that we have about Members and content on the Services to make recommendations for connections, content, ads, and features that may be useful to you. We use that data and other information to recommend and to present information to you in an order that may be more relevant for you. For example, that data and information may be used to recommend or organize content in your feed in order to optimize your experience and use of the Services. Keeping your profile accurate and up to date helps us to make these recommendations more accurate and relevant.

Generative AI Features: By using the Services, you may (now or in the future) interact with features we offer that automate content generation for you. The content that is generated might be inaccurate, incomplete, delayed, misleading or not suitable for your purposes. Please review and edit such content before sharing with others. Like all content you share on our Services, you are responsible for ensuring it complies with our Professional Standards, including not sharing misleading information.

The Services may include content automatically generated and shared using tools offered by Nexus or others off Nexus. Like all content and other information on our Services, regardless of whether it's labeled as created by “AI,” be sure to carefully review before relying on it.

3.7 Confidentiality of Information You Share

You may share certain information regarding your business or professional experience with Nexus employees or contractors who provide our Subscription Services, such as one-on-one consultation sessions. All Nexus employees and consultants are bound by obligations of confidentiality and non-disclosure, and any information you share in advisory discussions or other one-on-one interactions will be maintained by Nexus and its providers in strict confidence.

4. Disclaimer and Limit of Liability

4.1 No Warranty

NEXUS AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDE THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEXUS AND ITS AFFILIATES DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4.2 Exclusion of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEXUS, INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATIONAL HARM (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

NEXUS AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR ANY AMOUNT THAT EXCEEDS (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO NEXUS FOR THE SERVICES DURING THE TERM OF THIS CONTRACT, IF ANY, OR (B) US $1,000.

4.3 Basis of the Bargain; Exclusions

The limitations of liability in this Section are part of the basis of the bargain between you and Nexus and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract and law) even if Nexus or its affiliates has been told of the possibility of any such damage, and even if these remedies fail their essential purpose. THESE LIMITATIONS OF LIABILITY DO NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY OR FOR FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.

5. Termination

Nexus may terminate this Contract at any time with notice to you. On termination, you lose the right to access or use the Services. The following shall survive termination:
Our rights to use and disclose your feedback;
Section 3 (subject to 3.1.1)
Sections 4, 6, 7, and 8.2 of this Contract; and
Any amounts owed by either party prior to termination remain owed after termination.

You may terminate your subscription with Nexus at any time, however, no refund or pro-rated portion of the Fees paid will be returned to you upon termination. You must provide Nexus with thirty (30) days’ prior written notice of your intention not to renew your subscription for a subsequent term. Such notice can be provided via email to nexus@masterb2b.com.

6. Governing Law and Dispute Resolution

You and Nexus agree that the laws of the State of California, without reference to any provisions governing the conflict of laws, shall exclusively govern any dispute relating to this Contract and/or the Services. You and Nexus both agree that all claims and disputes can be litigated only in the federal or state courts in Los Angeles County, California, USA, and you and Nexus each irrevocably submit to the personal jurisdiction of those courts.

7. General Terms

If a court with authority over this Contract finds any part of it unenforceable, you and Nexus agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and Nexus agree to ask the court to remove that unenforceable part and still enforce the rest of this Contract.

This Contract (including additional terms that may be integrated into this Contract by reference or provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.

If we don't act to enforce a breach of this Contract, that does not mean that Nexus has waived its right to enforce this Contract. You may not assign or transfer this Contract (or your membership or use of Services) to anyone without our consent. However, you agree that Nexus may assign this Contract to its affiliates or a party that buys it without your consent. There are no third-party beneficiaries to this Contract.

You agree that the only way to provide us legal notice is at the address provided in Section 10.

8. Nexus Code of Conduct

8.1. You agree that you will:

Never share your password to the Services with a third party;
Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, laws governing the content shared, and other applicable laws and regulatory requirements.
Provide accurate contact and identity information to us and keep it updated;
Use your real name on your profile; and
Use the Services in a professional manner.

8.2. You agree that you will not:

Create a false identity on Nexus, misrepresent your identity, create a Member profile for anyone other than yourself (a real person), or use or attempt to use another’s account (such as sharing log-in credentials or copying cookies);
Develop, support or use software, devices, scripts, robots or any other means or processes (such as crawlers, browser plugins and add-ons or any other technology) to scrape or copy the Services, including profiles and other data from the Services;
Override any security feature or bypass or circumvent any access controls or use limits of the Services (such as search results, profiles, or content);
Copy, use, display or distribute any information (including content) obtained from the Services, whether directly or through third parties (such as search tools or data aggregators or brokers), without the consent of the content owner (such as Nexus, for content it owns);
Disclose information that you do not have the consent to disclose (such as confidential information of others (including your employer));
Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights. For example, do not copy or distribute (except through the available sharing functionality) the posts or other content of others without their permission, which they may give by posting under a Creative Commons license;
Violate the intellectual property or other rights of Nexus, including, without limitation, (i) copying or distributing our learning videos or other resources and materials, (ii) copying or distributing our technology, unless it is released under open source licenses; or (iii) using the word “Nexus” or our logos in any business name, email, or URL except as expressly permitted by Nexus in writing;
Post (or otherwise share) anything that contains software viruses, worms, or any other harmful code;
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source;
Imply or state that you are affiliated with or endorsed by Nexus without our express consent (e.g., representing yourself as an accredited or authorized Nexus agent);
Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without Nexus’s consent;
Deep-link to our Services for any purpose other than to promote your profile or a Group on our Services, without Nexus’s consent;
Use bots or other unauthorized automated methods to access the Services, add or download contacts, send or redirect messages, create, comment on, like, share, or re-share posts, or otherwise drive inauthentic engagement;
Engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of the Services;
Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services or removing, covering, or obscuring an advertisement included on the Services);
Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, manipulating algorithms);
Violate the Professional Standards, certain third-party terms where applicable, or any additional terms concerning a specific Service that are provided when you sign up for or start using such Service;
Use our Services to do anything that is unlawful, misleading, discriminatory, or fraudulent; and/or
Misuse our reporting or appeals process, including by submitting duplicative, fraudulent or unfounded reports, complaints or appeals.

9. Complaints Regarding Content

We ask that you report content and other information that you believe violates your rights (including intellectual property rights), our Professional Standards or otherwise violates this Contract or the law. To the extent we can under law, we may remove or restrict access to content, features, services, or information, including if we believe that it’s reasonably necessary to avoid harm to Nexus or others, violates the law or if it is reasonably necessary to prevent misuse of our Services. We reserve the right to take action against serious violations of this Contract, including by implementing account restrictions for significant violations.

We respect the intellectual property rights of others. We require that information shared by Members be accurate and not in violation of the intellectual property rights or other rights of third parties.

10. How To Contact Us

For general inquiries, you may contact us at nexus@masterb2b.com. For legal notices or service of process, you may write to us at the following address:

Master B2B, LLC
1240 Oak Avenue, Unit 1A
Evanston, IL 60202










EXHIBIT A
Nexus Subscription Services Product Description

Welcome to Nexus!
Nexus offers certain hands-on, subscription services in connection with its members’ use of the platform, including expert advice, survey-based research and analysis, curated peer networking and an assigned executive partner to help you receive all the value of the membership.

Nexus will provide the Subscription Services for so long as you have a Nexus account in good standing (i.e., you have not violated the User Agreement, Code of Conduct (set forth in the User Agreement), or Professional Standards). It’s important that you not provide the services to any third party.

Your Nexus services will be performed with all reasonable skill and care and according to the list of services below, so long as your use of the service falls complies with the User Agreement and associated policies and shall not apply otherwise.

Because the online community is based on a third-party software platform, Nexus does not make any representations, warranties or guarantees regarding the third-party software or products included in the services, including uptime or availability of the online community, except as explicitly provided herein. Nexus does not provide technical support services for issues with such third-party software. Nexus represents and warrants that the subscription services will be performed in a professional manner by qualified personnel in accordance with the Service Description below. We otherwise make no warranty of any kind that the subscription services or results of the work meet your or any other person’s requirements, operate without interruption, achieve any intended result, be compatible with other software systems or other services, or be secure, accurate, complete, free of harmful code, or error free.

Nexus Subscription Services Specification
Expert Advice:
Unlimited 30-Minute Confidential Expert Consultation Sessions. These are facilitated phone or video calls with one or more of a curated network of expert advisors with proven experience as B2B commerce practitioners in all aspects of B2B commerce. You will receive customized guidance tailored to your specific challenges or goals.
An Executive Partner will be assigned and available to coordinate meetings, facilitate topic development and assign the most appropriate expert advisor. You will receive a summary of key takeaways and actionable next steps following the session along with supplemental materials, tools, or templates relevant to the discussed topics.

Research and Analysis services:
Monthly Newsletter and other periodic research reports. This includes in-depth analysis of survey data collected from Master B2B annual survey, and from regular roundtable event flash surveys.
Quarterly member-only webinars to present findings from recent research, with key trends and actionable recommendations
Ongoing analysis and select distribution of non-confidential member data about key challenges, successes and best practices.
Periodic use-case highlights–Real-world applications and success stories drawn from other members and/or survey participants.

Executive Partner Services. As a Member, you will be assigned an Executive Partner, who will support and provide the following services:
Facilitated Networking Sessions. As needed, the Executive Partner may suggest and facilitate periodic networking with other Nexus members, Executive advisors or other industry professionals. The participants will be matched based on shared priorities, challenges, or industry focus.
Facilitated in-person meetings for Nexus members at Master B2B events.
Agendas for structured discussions designed to maximize value, including discussion prompts, and key takeaways.
Opportunities to share experiences, insights, best practices and pressing challenges.
Coordination of the delivery of all Nexus Services to ensure seamless onboarding and ongoing satisfaction.
Will serve as a primary point of contact for members to address questions, provide assistance, and enhance their overall experience.


Service Levels:
Executive Partner acknowledgement of incoming request for inquiry or other help within 24 hours.
The Executive Partner provides a plan to meet the request using at least one aspect of the service description above within 48 hours.
Execute the deliverable within a reasonable time for scheduling meetings or calls among professionals–our intended timeframe for fulfilling meetings is within 5 business days.
The exclusive Nexus community platform is a third-party online community software platform and is intended to be available 24x7, however Nexus does not make any representations or guarantees regarding uptime or availability of the online community.
The “nexus@masterb2b.com” email address will be monitored daily for any other urgent or routine matters. Nexus shall use reasonable efforts to respond to and resolve all other support requests from you within the time periods stated above.