1. Acceptance of Terms
These Terms of Use (“Terms”) constitute a legally binding agreement between you (“User,” “you,” “your”) and NEXTECH INNOVATORS LLC, DBA “5PERCNT” (“Company,” “we,” “us,” or “our”), located at 680 North Lake Shore Drive, Suite 110-1193, Chicago, IL 60611. By creating an account, accessing, or using the 5PERCNT platform, websites, applications, or any related services (collectively, the “Platform”), you acknowledge that you have read, understood, and agree to be bound by these Terms. You represent that you are at least 18 years of age and have the legal authority to enter into this agreement. If you do not agree to these Terms, you must not access or use the Platform.
2. Platform Definition and Disclaimers
The Platform is a skills, learning, and verification ecosystem. You explicitly acknowledge and agree that 5PERCNT is NOT an employer, recruiter, placement firm, fiduciary, financial advisor, legal advisor, or a provider of medical or therapy services. We provide tools and a marketplace but do not guarantee any specific outcome, including employment, income, business opportunities, or personal advancement. All engagements or relationships formed between Users and any third parties (including “Clients”) via the Platform are solely between those parties.
3. Intellectual Property Rights
3.1. Platform Ownership: All intellectual property rights in the Platform itself—including its software, systems, architecture, workflows, algorithms, scoring logic, data schemas, UI frameworks, and infrastructure—are the exclusive property of NEXTECH INNOVATORS LLC. No user receives any ownership or license to the Platform’s underlying technology. 3.2. User Content Ownership: You retain full ownership of the original content, data, media, code, and materials you create on the Platform ("User Content"). We do not claim ownership of your work. 3.3. License to Operate: To enable us to operate and improve the Platform, you grant NEXTECH INNOVATORS LLC a non-exclusive, worldwide, royalty-free, transferable, and sublicensable license to host, process, display, analyze, copy, and store your User Content. This license is strictly limited to the purpose of providing and maintaining our services, ensuring system integrity, and complying with legal obligations. This is a license only; your ownership is not transferred to us. 3.4. Company-Owned Content: Ownership of content transfers to NEXTECH INNOVATORS LLC only in specific, explicitly agreed-upon cases, such as when you are paid directly by the company for development work, accept a bounty for a specific internal task, or sign a separate "work-for-hire" or assignment agreement. No ownership will be transferred without a clear, written agreement. 3.5. Feedback: Any feedback, ideas, or suggestions you provide to us about the Platform may be used freely by NEXTECH INNOVATORS LLC without restriction or compensation.
4. Confidentiality and Trade Secrets
4.1. No Implied Confidentiality: No content or communication you provide on the Platform will be considered confidential unless it is covered by a separate, fully executed Non-Disclosure Agreement (NDA) countersigned by an authorized representative of NEXTECH INNOVATORS LLC. 4.2. Trade Secret Protection: You are strictly prohibited from engaging in any of the following activities: scraping, data mining, reverse-engineering, decompiling, mirroring, or creating derivative works of the Platform. You may not use any part of the Platform or its data to train artificial intelligence models, infer platform behavior, or conduct benchmark testing without our explicit prior written consent. We employ automated systems to detect and flag suspicious activity, and any violation of this clause will result in immediate termination of your account and potential legal action.
5. Internal Economy and Credits
The Platform may use an internal system of “Credits” or other virtual items. You acknowledge that these Credits have no guaranteed cash value, are not legal tender, and are unconditionally revocable by us at any time. We reserve the absolute right to block, deny, or reverse any payouts or redemptions if we, in our sole discretion, suspect fraud, a breach of these Terms, or a failure of any verification process. We do not act as an escrow agent and make no financial guarantees.
6. Disclaimers and Limitation of Liability
6.1. AS-IS SERVICE: THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE EXPLICITLY DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. 6.2. LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEXTECH INNOVATORS LLC, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION, OR EMOTIONAL DISTRESS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM. OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM YOUR USE OF THE PLATFORM IS LIMITED TO THE TOTAL AMOUNT OF FEES, IF ANY, YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7. Dispute Resolution and Governing Law
These Terms and any dispute arising from them shall be governed by the laws of the State of Illinois, United States, without regard to its conflict of law principles. You agree to resolve any and all disputes with us exclusively through MANDATORY BINDING ARBITRATION to be held in Cook County, Illinois. YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
8. Platform Integrity and User Conduct
You agree to comply with all applicable laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act. You will not use the Platform for any purpose that violates human rights, including unlawful surveillance, coercion, exploitation, discrimination, or harassment. The Platform may not be accessed or used by individuals in sanctioned nations or by restricted persons.
9. Platform Lifecycle and Termination
9.1. Product Control: We reserve the right, in our sole discretion, to modify, suspend, shut down, or retire any features, tools, or services, including Beta Features, at any time without notice. Beta Features are provided “as-is” and may be unstable or changed. 9.2. Termination Authority: We may suspend, restrict, or terminate your account and access to the Platform at any time, for any reason or no reason, without notice or liability.
10. General Provisions
10.1. Audit Rights: We reserve the right to log, monitor, and inspect all usage of the Platform to ensure compliance with these Terms. 10.2. Assignment: We may assign our rights and obligations under these Terms in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of our assets. 10.3. Contact: For any legal notices, please contact us at legal@5percnt.com.