Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and NextBelt LLC, an Arizona limited liability company ("NextBelt," "we," "us," or "our").

By accessing or using the NextBelt website (next-belt.com), the Smart Maintenance Management System ("SMMS") platform, or any related services (collectively, the "Services"), you agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or organization, you represent that you have authority to bind that entity.

2. Description of Services

2.1 SMMS Platform

SMMS is a cloud-based, multi-tenant Computerized Maintenance Management System (CMMS) that provides:

• Work order management
• Asset tracking and maintenance scheduling
• Preventive maintenance automation
• Inventory and parts management
• Mobile workforce management
• Reporting and analytics
• AI-powered maintenance assistant (ELISA)

2.2 ELISA AI Assistant

SMMS includes an AI-powered maintenance assistant ("ELISA") that leverages large language models (LLMs) provided by OpenAI. The following terms apply specifically to ELISA:

• No Training on Customer Data: NextBelt does not use Customer Data to train, fine-tune, or improve any machine-learning model. Prompts and outputs are processed in real-time and are not retained by our AI sub-processor for model training.
• Output Ownership: AI-generated outputs (e.g., maintenance recommendations, work order drafts) are provided as suggestions only. You retain ownership of any output you choose to save or incorporate into your Customer Data.
• No Warranty on AI Outputs: ELISA outputs are generated probabilistically and may be inaccurate, incomplete, or unsuitable for your specific operational context. All AI-generated recommendations should be reviewed and validated by qualified maintenance personnel before implementation.
• Algorithmic Transparency: ELISA uses OpenAI's API services. NextBelt does not have access to or control over the underlying model weights, but we configure system prompts and guardrails to optimize outputs for industrial maintenance contexts.
• Bias and Limitations: AI models may reflect biases present in their training data. NextBelt does not guarantee that AI outputs are free from bias, and you agree not to use ELISA outputs as the sole basis for safety-critical decisions.
• Data Handling: Prompts sent to ELISA may include contextual data from your SMMS environment (asset details, work order descriptions). This data is transmitted to OpenAI under our Data Processing Agreement with OpenAI and is subject to OpenAI's Enterprise Privacy commitments.

2.3 Consulting Services

NextBelt also offers maintenance consulting, belt drive analysis, and related professional services, which may be governed by separate statements of work.

3. Account Registration and Security

3.1 Account Creation

To use SMMS, you must:

• Provide accurate and complete registration information
• Maintain the security of your account credentials
• Promptly notify us of any unauthorized access

3.2 Account Responsibility

You are responsible for all activities that occur under your account. NextBelt is not liable for any loss or damage arising from unauthorized use of your credentials.

3.3 Multi-Tenant Architecture

SMMS operates on a multi-tenant architecture. Your data is logically separated from other customers' data through tenant isolation controls.

4. Subscription and Fees

4.1 Subscription Plans

SMMS is offered on a subscription basis. Pricing, features, and limitations are specified in your Order Form or the pricing page on our website.

4.2 Payment Terms

• Fees are billed in advance on a monthly or annual basis
• All fees are non-refundable except as expressly stated
• Payments are processed through Stripe
• Overdue payments may result in service suspension

4.3 Price Changes

We may change subscription fees upon 30 days' written notice. Price changes take effect at the next renewal period.

5. Customer Data

5.1 Ownership

You retain all rights to data you input into SMMS ("Customer Data"). NextBelt does not claim ownership of your Customer Data.

5.2 License to NextBelt

You grant NextBelt a limited license to host, process, and display Customer Data solely to provide the Services.

5.3 Data Security

NextBelt employs commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including:

• Encryption in transit (TLS 1.2+) and at rest (AES-256)
• Role-based access controls
• Regular security assessments

NextBelt is actively pursuing SOC 2 Type II certification through Vanta and has engaged an independent auditor. We have implemented security controls aligned with the AICPA Trust Services Criteria in preparation for the examination. Upon completion, our SOC 2 Type II report will be available to customers upon request under NDA. Our security obligations are further described in our Privacy Policy. Enterprise customers may request execution of a Data Processing Agreement (DPA) by contacting legal@next-belt.com.

5.4 Data Portability

Upon request, we will provide an export of your Customer Data in a standard format (CSV, JSON) within 30 days.

5.5 Data Deletion

Upon termination, Customer Data will be deleted within 90 days, except where retention is required for legal or compliance purposes.

6. Acceptable Use

6.1 Permitted Use

You may use SMMS only for lawful business purposes related to maintenance management.

6.2 Prohibited Conduct

You agree not to:

• Violate any applicable laws or regulations
• Infringe intellectual property rights of others
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to our systems
• Reverse engineer, decompile, or disassemble the Services
• Resell or sublicense access without authorization
• Use the Services to store or transmit illegal content
• Interfere with the performance or security of the Services
• Exceed API rate limits or abuse system resources

6.3 Enforcement

We may suspend or terminate accounts that violate these Terms, with or without notice depending on severity.

7. Intellectual Property

7.1 NextBelt IP

NextBelt retains all rights to the SMMS platform, including software, documentation, trademarks, and trade secrets. These Terms do not grant you any ownership rights in our intellectual property.

7.2 Feedback

If you provide suggestions or feedback about SMMS, we may use it without obligation to you.

7.3 Third-Party Components

SMMS may include open-source software components subject to their respective licenses.

8. Third-Party Services

SMMS integrates with third-party services (AWS, Stripe, OpenAI, etc.). Your use of these integrations is subject to the respective third-party terms. NextBelt is not responsible for third-party service availability or performance.

9. Service Level and Support

9.1 Availability Target

We target 99.9% uptime for SMMS, excluding scheduled maintenance and circumstances beyond our control.

9.2 Scheduled Maintenance

We will provide reasonable advance notice of planned maintenance that may affect availability.

9.3 Support

Support is provided via email at support@next-belt.com or nextbelt@next-belt.com. Response times depend on your subscription plan.

10. Warranties and Disclaimers

10.1 Limited Warranty

NextBelt warrants that SMMS will perform substantially in accordance with its documentation during your subscription term. Your sole remedy for a breach of this warranty is, at NextBelt's option, repair or replacement of the non-conforming feature or a pro-rata refund of prepaid fees for the affected period.

For clarity, statements regarding our pursuit of SOC 2 certification, security controls, or compliance readiness describe our operational goals and are not express warranties. We do not warrant uninterrupted, error-free, or vulnerability-free operation.

10.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10.3 No Guarantee

We do not guarantee that SMMS will be error-free, uninterrupted, or meet your specific requirements.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXTBELT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

11.2 Liability Cap

NEXTBELT'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO NEXTBELT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Carve-Outs

The limitations in Sections 11.1 and 11.2 do not apply to: (a) either party's indemnification obligations under Section 12; (b) either party's breach of confidentiality obligations or misappropriation of the other party's intellectual property; (c) Customer's payment obligations; or (d) damages arising from a party's gross negligence, willful misconduct, or fraud.

11.4 Essential Purpose

THESE LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Indemnification

12.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless NextBelt, its officers, directors, employees, and agents from any third-party claims, damages, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services in violation of these Terms
• Your violation of applicable law
• Your violation of any third-party rights
• Customer Data you upload to SMMS that infringes or misappropriates third-party intellectual property rights

12.2 NextBelt Indemnification

NextBelt will indemnify, defend, and hold harmless Customer from any third-party claims alleging that Customer's authorized use of the SMMS platform infringes a third party's United States patent, copyright, or trade secret. NextBelt's obligations under this section are conditioned on Customer: (a) promptly notifying NextBelt of any such claim; (b) granting NextBelt sole control of the defense and settlement; and (c) providing reasonable cooperation.

If the Services become or, in NextBelt's opinion, are likely to become the subject of an infringement claim, NextBelt may, at its option: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to be non-infringing; or (iii) terminate the affected subscription and refund any prepaid fees for the unused portion of the term.

NextBelt has no obligation under this section to the extent a claim arises from: (a) Customer Data; (b) modifications to the Services not made by NextBelt; (c) use of the Services in combination with products or services not provided by NextBelt; or (d) use after NextBelt notifies Customer to cease due to an infringement claim.

12.3 Indemnification Procedures

The indemnifying party's obligations are conditioned on the indemnified party: (a) providing prompt written notice of any claim; (b) granting the indemnifying party sole control of the defense and settlement (provided the indemnifying party may not settle in a manner that admits fault on the indemnified party's behalf without consent); and (c) providing reasonable assistance at the indemnifying party's expense.

13. Term and Termination

13.1 Term

These Terms are effective until terminated. Your subscription term is specified in your Order Form.

13.2 Termination for Convenience

Either party may terminate with 30 days' written notice at the end of the current subscription period.

13.3 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 30 days of notice
• Becomes insolvent or files for bankruptcy

13.4 Effect of Termination

Upon termination:

• Your access to SMMS will be disabled
• You may request a data export within 30 days (see Section 5.4)
• Outstanding fees become immediately due

13.5 Survival

The following provisions survive expiration or termination of these Terms: Section 5 (Customer Data — ownership and deletion), Section 7 (Intellectual Property), Section 10.2 (Disclaimer), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 14 (Dispute Resolution), and Section 15 (General Provisions).

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of Arizona, without regard to conflict of law principles.

14.2 Arbitration

Except for disputes qualifying for small claims court (under $10,000), any dispute arising from these Terms shall be resolved by binding arbitration in Phoenix, Arizona, under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator with experience in commercial software agreements.

Fee Allocation: Each party shall bear its own attorneys' fees and costs, except that AAA filing fees and arbitrator fees shall be allocated in accordance with the AAA Rules, and the arbitrator may award fees and costs to the prevailing party.

14.3 Injunctive Relief

Notwithstanding Section 14.2, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or to enforce the non-solicitation or non-compete provisions of any ancillary agreement, without first resorting to arbitration and without posting a bond.

14.4 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND NEXTBELT AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any Order Forms, constitute the entire agreement between you and NextBelt.

15.2 Amendments

We may modify these Terms by posting updates on our website. For material changes, we will provide at least 30 days' advance notice via email to your account administrator. Continued use of the Services after the effective date of any change constitutes acceptance. If you do not agree to a material change, you may terminate your subscription before the change takes effect.

15.3 Waiver

Failure to enforce any provision does not waive our right to enforce it later.

15.4 Severability

If any provision is found unenforceable, the remaining provisions remain in effect.

15.5 Assignment

You may not assign these Terms without our consent. We may assign to an affiliate or successor.

15.6 Force Majeure

Neither party is liable for failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, epidemic, fire, flood, earthquake, war, terrorism, civil unrest, strikes, government actions or orders, utility or telecommunications failures, cyberattacks, or third-party service provider outages. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected Order Form upon written notice.

15.7 Notices

Notices should be sent to:

16. Contact Information

For questions about these Terms:

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