Terms of
Service

These Terms of Service (the "Terms") govern your use of the Next Up Poker platform and related services (the "Service"). They are incorporated into and made part of any Order Form or Statement of Work you sign with Next Up (an "Order"). By signing an Order or using the Service, you ("Customer," "you") agree to these Terms. If you do not agree, do not use the Service.

Next Up provides a hosted poker-room management platform: membership management, cash game and tournament management, player time tracking, a website builder, and (if purchased) SMS messaging. Each Customer's Service runs as its own managed deployment, hosted and operated by Next Up. Features available to you depend on the plan stated in your Order. We may improve, modify, or discontinue features over time; we will not materially reduce the core functionality you are paying for without notice.

You are responsible for the accuracy of the information you provide, for all activity under your account, and for keeping login credentials secure. You will notify us promptly of any unauthorized use.

You will not: (a) use the Service for any unlawful purpose; (b) attempt to breach or circumvent security; (c) resell or provide the Service to third parties except your own players and staff; or (d) interfere with the Service's operation or other deployments.

You are solely responsible for:

• Legal and regulatory compliance. You are responsible for operating your poker room and games in compliance with all applicable federal, state, and local laws and regulations, including any gaming, gambling, licensing, and tax requirements in your jurisdiction. The Service is software only; Next Up does not provide legal, gaming-compliance, or tax advice, and is not responsible for the legality of your operations.
• Contingency planning. You will maintain your own contingency procedures to continue operating your room during any Service interruption, outage, or data unavailability. The Service is a convenience tool, not your sole means of running games.
• Your data and content. The accuracy, legality, and appropriate use of the player and room data you put into the Service.
• Player communications consent. If you use the SMS add-on, you are responsible for obtaining and maintaining any consent required from players before they receive text messages, including under the federal Telephone Consumer Protection Act (TCPA).

• Fees are stated in your Order and billed through Stripe. You authorize Next Up to charge your payment method on file for all recurring and one-time fees due.
• Recurring fees bill monthly in advance beginning on the service start date and continue until the subscription is cancelled under §6.
• Fees are exclusive of applicable sales, use, and other taxes. Next Up will add and collect any sales tax it is required to collect based on the Customer's location; Customer is responsible for any other taxes arising from its use of the Service.
• Late or failed payments: we may suspend the Service after reasonable notice if amounts remain unpaid. Fees already billed are non-refundable except as expressly stated in your Order.

The term, renewal, and notice period are stated in your Order. AUTOMATIC RENEWAL: UNLESS THE ORDER STATES OTHERWISE, YOUR SUBSCRIPTION RENEWS AUTOMATICALLY AT THE END OF EACH BILLING PERIOD AND YOUR PAYMENT METHOD WILL BE CHARGED FOR THE NEXT PERIOD UNTIL YOU CANCEL with the notice stated in your Order. The Order contains a separate automatic-renewal disclosure that Customer acknowledges by initialing. On cancellation, access continues through the end of the paid period.

• Your data is yours. You retain ownership of your room and player data. We process it only to provide and support the Service and do not sell it.
• Backups. We perform routine backups of your deployment as part of normal operations, but you remain responsible for retaining your own copies/exports of data you consider critical. Backups are a best-effort safeguard, not a guarantee against all data loss.
• Export & deletion. After cancellation, we will make your data available for export for thirty (30) days, after which we may delete your deployment and data.
• Our IP. Next Up owns all rights in the platform, software, and underlying technology. You receive a non-exclusive, non-transferable right to use the Service during your term.

The Service is provided "as is" and "as available." Unless a separate written service-level agreement is signed, Next Up does not guarantee that the Service will be uninterrupted, timely, secure, or error-free, and offers no uptime commitment. We may perform scheduled or emergency maintenance and will use reasonable efforts to limit disruption. The Service depends on third-party providers (hosting, connectivity, SMS/Twilio) whose availability is outside our control.

• Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND NEXT UP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• Exclusion of indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEXT UP WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR BUSINESS INTERRUPTION, arising out of or related to the Service or any outage, interruption, error, or data loss — even if advised of the possibility.
• Liability cap. NEXT UP'S TOTAL AGGREGATE LIABILITY arising out of or related to these Terms or the Service WILL NOT EXCEED THE FEES CUSTOMER ACTUALLY PAID to Next Up in the three (3) months immediately preceding the event giving rise to the claim.
• Carve-outs. The exclusion and cap above do not apply to liability that cannot be limited under applicable law (including gross negligence or willful misconduct), to Customer's payment obligations, or to either party's indemnification obligations under §10.

You will defend, indemnify, and hold harmless Next Up from any third-party claims, losses, or expenses (including reasonable attorneys' fees) arising out of: (a) your operation of your poker room or games; (b) your violation of any law or regulation, including gaming/gambling laws; or (c) your misuse of the Service or breach of these Terms.

Next Up is not liable for any delay or failure to perform caused by events beyond its reasonable control, including hosting-provider or internet outages, power failures, natural disasters, labor disputes, or acts of government.

We may suspend or terminate the Service for non-payment or for material breach of these Terms, with reasonable notice where practicable. You may stop using the Service at any time, subject to the cancellation terms in your Order.

We may update these Terms from time to time. The current version is posted at nextuppoker.com/terms with its effective date. Material changes will be communicated with reasonable notice; continued use of the Service after changes take effect constitutes acceptance.

• Governing law. These Terms are governed by the laws of the State of Washington, without regard to conflict-of-laws rules.

• Entire agreement. These Terms plus your Order are the entire agreement between the parties and supersede prior discussions. If the Order and these Terms conflict, the Order controls for commercial terms (pricing, plan, dates) and these Terms control for all other matters.

• Severability. If any provision is found unenforceable, the rest remains in effect.

• Assignment. You may not assign these Terms without our consent; we may assign in connection with a merger, acquisition, or sale of assets.

• Notices. Notices may be sent to the contact information on your Order or to info@nextuppoker.com.

Questions: info@nextuppoker.com.