NXGM Terms of Service

Effective date: [DATE — set on publication] Last updated: [DATE]

1. Who We Are; Agreement to These Terms

These Terms of Service (these "Terms") are a binding legal agreement between you and NexGenMusik LLC [a Colorado limited liability company / in formation], doing business as NXGM ("NXGM," "we," "us," or "our"), governing your access to and use of the websites, applications, and services available at nexgenmusik.com and related domains (collectively, the "Platform").

By creating an account, clicking "I agree," or accessing or using the Platform in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree, do not use the Platform.

PLEASE READ SECTION 18 ("DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER") CAREFULLY. IT REQUIRES THAT MOST DISPUTES BETWEEN YOU AND NXGM BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, UNLESS YOU OPT OUT AS DESCRIBED THERE.

If you use the Platform on behalf of a company, band, venue, or other entity, you represent that you have authority to bind that entity, and "you" includes that entity.

2. Eligibility; Accounts; Security

2.1 Eligibility. You must be at least 18 years old and capable of forming a binding contract to create an account. The Platform is not directed to children under 13, and we do not knowingly collect personal information from them.

2.2 Account registration. You agree to provide accurate, current, and complete information when creating an account and to keep it updated. You may maintain only one account. You may not register an account using another person's identity, a name you have no right to use, or on behalf of another person or entity without authorization.

2.3 Account types. The Platform offers account roles for performers, venues, industry professionals, suppliers, and fans (each a "Member"). Members offering or seeking services through the Platform are sometimes referred to as "Providers" (e.g., DJs, musicians, comedians, engineers, suppliers) and "Bookers" (e.g., venues, event producers, or any Member posting an engagement).

2.4 Account security. You are responsible for all activity under your account and for maintaining the confidentiality of your credentials. Notify us immediately at hello@nexgenmusik.com of any unauthorized use. We are not liable for loss arising from unauthorized use of your account where we have not acted negligently.

2.5 Verification. We may, but are not obligated to, offer verification badges or screening features. A verification badge means only that we performed a limited check of the indicated attribute at a point in time. It is not an endorsement, guarantee, or assurance of any Member's identity, qualifications, reliability, safety, or legality.

3. Beta Service

The Platform is currently offered as an early-access beta. You acknowledge and agree that: (a) features may be added, changed, suspended, or removed at any time without notice; (b) the Platform may contain errors and may be interrupted or unavailable; (c) data (including profiles, posts, and messages) may be modified, lost, or deleted, and you should retain your own copies of anything important; (d) payment, escrow, and ticketing functionality is not yet offered through the Platform, and any reference to such features describes planned functionality only; and (e) our provision of the beta creates no obligation to release any future feature.

4. NXGM Is a Marketplace — Not a Party to Your Deals

4.1 Platform role. The Platform is a neutral venue that enables Members to discover each other, communicate, post and respond to engagement opportunities, and organize communities. NXGM is not a booking agent, talent agent, employment agency, manager, promoter, broker, venue operator, payment processor, or insurer, and does not perform, host, produce, or supply any event or service listed by Members.

4.2 No party status. Any engagement, booking, collaboration, purchase, or other arrangement formed between Members (each, a "Member Transaction") is solely between the participating Members. NXGM is not a party to any Member Transaction, makes no representation about any Member or Member Transaction, and has no obligation to mediate or resolve disputes between Members (though we may, in our sole discretion, offer voluntary tools or assistance).

4.3 No agency; independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between NXGM and any Member, or between Members. Providers are independent businesses or contractors, not employees or agents of NXGM. Members are solely responsible for determining the terms of, performing, and enforcing their Member Transactions, and for their own taxes, licenses, permits, insurance, union obligations, and legal compliance.

4.4 Off-Platform information. Members may reference venues, locations, or businesses that do not hold NXGM accounts (for example, through manual venue entry on gig posts). Such references are supplied by the posting Member. The referenced business has no relationship with NXGM, and we make no representation regarding it or the accuracy of the reference.

4.5 Assumption of risk. Interacting with other Members — online or in person — carries inherent risk. You are solely responsible for your interactions, for vetting counterparties, and for taking reasonable precautions, particularly before in-person meetings. We do not conduct background checks on Members. To the maximum extent permitted by law, you release NXGM from all claims arising out of or relating to any Member Transaction or any act or omission of any Member or third party.

5. Payments (Not Yet Offered)

The Platform does not currently process, hold, transmit, or guarantee any payment between Members. Any payment arrangement connected to a Member Transaction is made entirely outside the Platform, at the participating Members' own risk. When payment features launch, they will be governed by additional terms presented at that time and will be provided through one or more licensed third-party payment processors; NXGM will not hold Member funds.

6. Your Content

6.1 Ownership. You retain all ownership rights in the content you submit to the Platform — profiles, photos, logos, audio, video, text, posts, messages, reviews, and listings ("Member Content").

6.2 License to NXGM. So that we can operate the Platform, you grant NXGM a worldwide, non-exclusive, royalty-free, sublicensable (to our service providers only) license to host, store, reproduce, adapt (for technical formatting), publish, publicly display, publicly perform, and distribute your Member Content, solely in connection with operating, providing, promoting, and improving the Platform. This license ends when you delete the relevant Member Content or your account, except (a) to the extent the content was shared with others who have not deleted it (e.g., messages, group posts), (b) for archival/backup copies retained for a commercially reasonable period, and (c) as required by law. We do not sell your Member Content, and nothing in these Terms grants NXGM any ownership of your music, recordings, or other works — including any royalties or merchandise revenue.

6.3 Your representations. For all Member Content you submit, you represent and warrant that you own it or have all rights and permissions necessary to submit it and grant the license above (including from co-authors, labels, photographers, and any identifiable people depicted), and that it does not infringe or misappropriate any third party's rights or violate any law.

6.4 Reviews and ratings. Reviews must reflect your genuine, first-hand experience. You may not offer or accept compensation for reviews, review yourself, or coordinate review manipulation.

6.5 Our rights. We may (but have no obligation to) monitor, screen, refuse, or remove any Member Content at any time, in our sole discretion, with or without notice, including content we believe violates these Terms, creates risk, or harms the Platform's integrity.

7. Fan Subscriptions and Email Lists

7.1 What subscribing does. When a Member subscribes to another Member's profile, the subscriber's account email address (and name) is shared with that Member only and added to that Member's audience list ("Fan List"). By subscribing, you consent to that sharing and to receiving communications from that Member until you unsubscribe (which you may do at any time in the Platform).

7.2 Fan List use — Provider obligations. If you export or use a Fan List, you are an independent data controller of it. You agree to: (a) use it only to communicate about your own performances, releases, offerings, and news; (b) honor unsubscribe requests promptly; (c) comply with all applicable laws, including the CAN-SPAM Act, the Telephone Consumer Protection Act (if applicable), and applicable state privacy laws; and (d) never sell, rent, trade, or share a Fan List with any third party. Violation of this Section is grounds for immediate termination and may expose you to direct legal liability to subscribers and regulators.

8. Acceptable Use

You agree that you will not, and will not permit or assist any third party to:

(a) Steal the Platform. Scrape, crawl, spider, harvest, or otherwise extract data from the Platform (whether manually or by automated means); copy, mirror, frame, or archive any portion of the Platform; use any Platform data to build, train, populate, or improve any competing product, database, dataset, or machine-learning model; or access the Platform to benchmark or develop a competing service.

(b) Break in. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform (except to the extent such restriction is prohibited by law); probe, scan, or test the vulnerability of the Platform; circumvent any security, rate-limiting, or access-control measure; or access accounts, systems, or data you are not authorized to access.

(c) Fake or defraud. Impersonate any person or entity; misrepresent your identity, credentials, affiliations, or offerings; post false, deceptive, or misleading listings or engagement posts; manipulate ratings or reviews; or engage in fraud, money laundering, or fee circumvention.

(d) Abuse people. Harass, threaten, defame, stalk, dox, or intimidate anyone; post content that is unlawful, obscene, exploitative of minors in any way, hateful, or that incites violence; or discriminate in Member Transactions in violation of applicable law.

(e) Spam or misuse data. Send unsolicited bulk communications through or using data obtained from the Platform; harvest contact information; or use Member data (including Fan Lists) except as expressly permitted by these Terms.

(f) Interfere. Introduce malware or harmful code; overload, disrupt, or impair the Platform; use bots or automated account-creation; or interfere with any other Member's use of the Platform.

(g) Break the law. Use the Platform in violation of any applicable law, or to post or book any unlawful event, good, or service.

We may investigate suspected violations and cooperate with law enforcement. We reserve all rights and remedies for violations of this Section 8, including under the Computer Fraud and Abuse Act, the Defend Trade Secrets Act, and analogous state laws — and you agree that scraping or data-extraction in violation of subsection (a) causes NXGM irreparable harm entitling us to injunctive relief without the necessity of posting a bond.

9. NXGM's Intellectual Property

The Platform — including its software, code, design, look and feel, user interface, graphics, logos, text (other than Member Content), and the selection, arrangement, and compilation of all content and data on it — is owned by NXGM or its licensors and is protected by copyright, trademark, trade dress, trade secret, and other laws. "NXGM," "NexGenMusik," "Every role. One platform.," and associated logos are trademarks of NXGM. Nothing in these Terms grants you any right to use them without our prior written consent.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose. All rights not expressly granted are reserved. Nothing in these Terms transfers any NXGM intellectual property to you.

10. Feedback

If you submit ideas, suggestions, or feedback about the Platform ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without compensation or attribution, and you agree Feedback is non-confidential.

11. Copyright Complaints (DMCA)

We respect intellectual-property rights and expect Members to do the same. If you believe content on the Platform infringes your copyright, send a notice compliant with 17 U.S.C. § 512(c)(3) to our designated agent: Copyright Agent, NXGM — hello@nexgenmusik.com [update with registered DMCA agent details once filed with the U.S. Copyright Office — approx. $6 filing]. Include: identification of the work and the allegedly infringing material (with URL), your contact information, a good-faith statement, a statement of accuracy under penalty of perjury, and your physical or electronic signature. We will remove or disable access to allegedly infringing material and terminate repeat infringers in appropriate circumstances. Misrepresentations in a notice may expose you to liability under 17 U.S.C. § 512(f).

12. Third-Party Services

The Platform may link to or interoperate with third-party websites and services (including hosting, database, and authentication providers). We do not control and are not responsible for third-party services, and your use of them may be governed by their own terms.

13. Privacy

Our collection and use of personal information is described in our Privacy Policy [link]. By using the Platform you consent to that collection and use.

14. Suspension; Termination

14.1 By you. You may stop using the Platform and request account deletion at any time via the Platform or by emailing hello@nexgenmusik.com.

14.2 By us. We may suspend, restrict, or terminate your access to all or part of the Platform, and remove or disable any Member Content, at any time, with or without cause or notice, including for any violation of these Terms, risk to other Members, legal exposure, or extended inactivity. Where appropriate, we will endeavor to provide notice, but we are not obligated to.

14.3 Effect. Upon termination, your license to use the Platform ends immediately. Sections that by their nature should survive (including 4–11 and 15–21) survive termination. Termination does not affect Member Transactions already formed between Members, which remain those Members' sole responsibility.

15. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW: THE PLATFORM AND ALL CONTENT AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. NXGM EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. NXGM MAKES NO WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT DATA WILL NOT BE LOST, AND NO WARRANTY REGARDING ANY MEMBER, MEMBER CONTENT, OR MEMBER TRANSACTION — INCLUDING THE QUALITY, SAFETY, LEGALITY, OR PERFORMANCE OF ANY SERVICE OR EVENT ARRANGED THROUGH THE PLATFORM. NO ADVICE OR INFORMATION OBTAINED FROM NXGM OR THROUGH THE PLATFORM CREATES ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) IN NO EVENT WILL NXGM OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) NXGM'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID NXGM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (ii) ONE HUNDRED U.S. DOLLARS (US $100).

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING LIABILITY FOR NXGM'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD. THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS IN SECTIONS 15 AND 16 ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN AND THAT NXGM WOULD NOT PROVIDE THE PLATFORM (PARTICULARLY WITHOUT CHARGE, IN BETA) WITHOUT THEM.

17. Indemnification

You agree to defend, indemnify, and hold harmless NXGM and its members, managers, officers, employees, and agents from and against any claims, demands, actions, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Member Content; (b) any Member Transaction you participate in, including any performance, event, service, injury, property damage, or contractual dispute connected to it; (c) your use or misuse of the Platform or any Fan List; (d) your violation of these Terms or of any law or third-party right; or (e) your gross negligence, willful misconduct, or fraud. We reserve the right, at your expense, to assume exclusive control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense.

18. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.

18.1 Informal resolution first. Before filing any claim, you and NXGM each agree to try to resolve the dispute informally: send a written notice describing the dispute to hello@nexgenmusik.com (or, from us, to your account email), and give the other party 30 days to respond and attempt resolution. Most disputes resolve this way.

18.2 Binding arbitration. Except as provided in 18.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that cannot be resolved informally shall be finally resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect. The Federal Arbitration Act governs this Section. The arbitration will be conducted in English, by a single arbitrator, in Denver, Colorado, or (for consumer Members) in the county where you reside, or remotely by video, as the rules provide. The arbitrator's award may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees except where the applicable rules or law provide otherwise; NXGM will pay arbitration filing and administrative fees for consumer claims to the extent the AAA rules require.

18.3 CLASS ACTION AND JURY WAIVER. YOU AND NXGM EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. Claims may be brought only in an individual capacity. If this class waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court.

18.4 Exceptions. Either party may (a) bring an individual claim in small claims court; and (b) seek injunctive or equitable relief in court for actual or threatened infringement or misuse of intellectual property or for violations of Section 8(a)–(b) (scraping, data theft, unauthorized access), without first arbitrating.

18.5 Your right to opt out. You may opt out of this arbitration agreement and class waiver by emailing hello@nexgenmusik.com with the subject "Arbitration Opt-Out" — including your name and account email — within 30 days of first accepting these Terms. Opting out does not affect any other provision of these Terms.

18.6 One-year limitation. To the extent permitted by law, any claim arising out of or relating to these Terms or the Platform must be filed within one (1) year after the claim accrues, or it is permanently barred.

19. Governing Law; Venue

These Terms and any dispute arising out of them are governed by the laws of the State of Colorado and applicable U.S. federal law, without regard to conflict-of-laws principles. For any matter not subject to arbitration, you and NXGM consent to the exclusive jurisdiction and venue of the state and federal courts located in Denver County, Colorado, and waive any objection to such venue.

20. Changes to These Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice (for example, by email to your account address, or by prominent notice on the Platform) at least 14 days before the changes take effect, except changes required by law or addressing new features, which may take effect immediately. Your continued use of the Platform after the effective date constitutes acceptance. If you do not agree, stop using the Platform and delete your account before the changes take effect. Material changes to Section 18 will not apply to disputes that arose before the change.

21. General

21.1 Entire agreement. These Terms (with the Privacy Policy and any posted policies incorporated by reference) are the entire agreement between you and NXGM regarding the Platform and supersede all prior agreements on that subject.

21.2 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permissible, and the remainder will remain in full force.

21.3 No waiver. Our failure to enforce any provision is not a waiver of it.

21.4 Assignment. You may not assign these Terms without our prior written consent; any attempted assignment is void. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law.

21.5 Force majeure. We are not liable for delay or failure caused by events beyond our reasonable control.

21.6 Electronic communications. You consent to receive notices and communications from us electronically, and agree they satisfy any legal requirement of written communication.

21.7 Export & sanctions. You represent you are not located in an embargoed country and are not on any U.S. government restricted-party list.

21.8 Survival. All provisions which by their nature should survive termination do so.

22. Contact

NXGM (NexGenMusik LLC) Denver, Colorado hello@nexgenmusik.com