XSTRAT SOFTWARE TERMS OF USE
NEXTRA GROUP AG
Version: September 2026

IMPORTANT — PLEASE READ CAREFULLY

These Terms of Use govern the installation, access and use of XSTRAT, XSTRAT MD, XSTRAT Pro, XSTRAT MD Pro, their installers, documentation, templates, methodologies, support materials and related files supplied by NEXTRA GROUP AG (together, “XSTRAT”).

BY SELECTING “ACCEPT”, “AGREE” OR AN EQUIVALENT OPTION DURING INSTALLATION, OR BY INSTALLING, ACCESSING OR USING XSTRAT, THE PERSON ACTING FOR THE LICENSED ORGANISATION EXPRESSLY CONFIRMS THAT THEY HAVE AUTHORITY TO BIND THAT ORGANISATION AND THAT THE LICENSED ORGANISATION AND ITS AUTHORISED USERS ACCEPT THESE TERMS.

If the person installing XSTRAT is not authorised to accept these Terms for the licensed organisation, or if the licensed organisation does not agree to them, the installation must not continue and XSTRAT must not be used.

If a signed agreement, order form, licence schedule or other written agreement issued or signed by NEXTRA GROUP AG contains terms that conflict with these Terms, that written agreement prevails to the extent of the conflict.

1. LICENCE AND AUTHORISED USE

Subject to the applicable licence, payment terms and these Terms, NEXTRA GROUP AG grants the licensed organisation a limited, non-exclusive, non-transferable and non-sublicensable right to install and use XSTRAT for the licensed organisation’s own internal business purposes during the applicable licence term.

Where the applicable licence is organisation-wide, authorised personnel of the licensed organisation may install and use XSTRAT and the valid licence token on multiple computers within that organisation. This does not grant any right to distribute, transfer, resell, sublicense or make XSTRAT or its licence token available outside the licensed organisation.

Any use by contractors, advisers or other third parties is permitted only where expressly authorised by the applicable licence or by NEXTRA GROUP AG in writing and only for the licensed organisation’s internal purposes.

2. INSTALLATION, UPGRADES AND FILE LOCATIONS

A single installer may install more than one XSTRAT application, including XSTRAT Pro and XSTRAT MD Pro. An upgrade may replace application, launcher, documentation or support files at existing XSTRAT installation paths so that established shortcuts and working folders continue to function.

The installer is designed not to intentionally delete or modify user-created XSTRAT JSON databases, manager workspace or Saved Manager Portfolio files, reports or exports. Nevertheless, installation and upgrade operations take place within the licensed organisation’s own computing environment. The licensed organisation expressly accepts responsibility for maintaining current, independent backups of all important files before installation, upgrade, migration or other system change.

3. RESTRICTIONS

Except to the extent that mandatory law expressly permits otherwise, the licensed organisation and its users must not:
(a) sell, resell, sublicense, rent, lease, publish, distribute or otherwise make XSTRAT available outside the licensed organisation;
(b) use XSTRAT to provide a hosted, bureau, outsourcing or software-as-a-service offering to third parties without written permission from NEXTRA GROUP AG;
(c) copy, modify, adapt, translate, reverse-engineer, decompile, disassemble or create derivative works from XSTRAT, except for copies reasonably required for authorised internal installation, backup or use or where mandatory law requires such a right;
(d) remove, obscure or alter proprietary notices;
(e) bypass, disable, interfere with or attempt to defeat licence or access controls;
(f) forge, alter, derive, misuse, disclose or compromise licence tokens, signing material or access-control mechanisms; or
(g) use XSTRAT unlawfully or in a manner that infringes the rights of NEXTRA GROUP AG or any third party.

4. LICENCE TOKENS

Use of XSTRAT may require a valid licence token issued for the licensed organisation. Where the applicable licence permits organisation-wide use, the same genuine token may be installed on multiple computers within that organisation. A token must not be supplied to, used by or shared with another organisation or unauthorised person.

The licensed organisation is solely responsible for safeguarding token files and controlling who receives them. Token validity may depend on start and expiry dates and on the integrity of the token. XSTRAT may refuse access where a token is missing, invalid, altered, not yet active or expired.

5. INTELLECTUAL PROPERTY

XSTRAT, including its software, source code, design, structure, user interface, methodologies, documentation, templates, branding and supporting materials, is owned by NEXTRA GROUP AG and/or its licensors. No intellectual-property rights are transferred except for the limited right of use expressly granted by the applicable licence.

The licensed organisation retains ownership of its own business information and of content it creates using XSTRAT, subject to NEXTRA GROUP AG’s rights in the underlying software, templates, methodologies and materials.

6. EXPRESS ACKNOWLEDGEMENT OF THE LOCAL AND OFFLINE OPERATING MODEL

The licensed organisation expressly acknowledges, understands and accepts that XSTRAT is designed to operate locally on the user’s computer, principally within the user’s browser, and that XSTRAT does not require NEXTRA GROUP AG to host the licensed organisation’s strategy databases or manager workspaces as part of normal offline operation.

The licensed organisation further expressly acknowledges and accepts that, in normal offline use, NEXTRA GROUP AG does not have custody or control of the licensed organisation’s locally stored XSTRAT databases, manager workspaces, Saved Manager Portfolios, reports, exports, browser storage or backup copies and has no technical ability to restore a local file that has been lost, deleted, corrupted, overwritten, encrypted, damaged or rendered inaccessible on the licensed organisation’s systems.

XSTRAT does not intentionally transmit the licensed organisation’s business data to NEXTRA GROUP AG or to a hosted XSTRAT service as part of normal offline application operation. Actions initiated by the user or by the licensed organisation’s systems — including use of email, printing, network drives, cloud-synchronised folders, external links, browser extensions, security tools, backup products or other third-party services — may transmit, copy or process information outside the local device and are controlled by the licensed organisation and/or the relevant third party.

7. EXPRESS ASSUMPTION OF LOCAL DATA, SECURITY AND BACKUP RESPONSIBILITY

BY ACCEPTING THESE TERMS, THE LICENSED ORGANISATION EXPRESSLY ASSUMES RESPONSIBILITY FOR THE SECURITY, CONFIDENTIALITY, INTEGRITY, AVAILABILITY, BACKUP, RETENTION, TRANSFER AND RECOVERY OF ALL XSTRAT-RELATED DATA AND FILES STORED OR MANAGED WITHIN ITS OWN ENVIRONMENT.

This responsibility includes, without limitation:
(a) maintaining appropriate and tested backups;
(b) controlling access to devices, browsers, folders, network locations, cloud-synchronised storage and removable media;
(c) protecting licence tokens and confidential XSTRAT files;
(d) maintaining appropriate malware, endpoint, operating-system and browser security;
(e) ensuring that the organisation’s own retention, confidentiality, privacy and data-protection requirements are met; and
(f) verifying that saved files and backups can be restored before relying on them for business continuity.

The licensed organisation expressly acknowledges that clearing browser data, changing browsers or browser profiles, replacing devices, changing operating systems, altering file permissions, moving or renaming files, using synchronisation software, malware, hardware failure, storage failure, user error or third-party software may affect locally stored data or access to it.

8. XSTRAT MD AND XSTRAT MD PRO WORKSPACES

Manager workspace and Saved Manager Portfolio files may contain copies of information from loaded XSTRAT plans together with manager notes, follow-up information, profile information and branding. The licensed organisation expressly acknowledges that these files may contain confidential or sensitive business information and is responsible for protecting, sharing, retaining and backing them up appropriately.

XSTRAT MD and XSTRAT MD Pro are designed to read source XSTRAT plan files without writing manager notes back into those source plan files. The licensed organisation remains responsible for the storage and handling of both source-plan files and manager workspace files.

9. USER SYSTEMS, THIRD-PARTY SOFTWARE AND COMPATIBILITY

The licensed organisation expressly acknowledges that NEXTRA GROUP AG does not control the user’s hardware, operating system, browser, browser profile, security software, file permissions, network, storage device, cloud service, backup system, email client, printer, browser extension or other third-party software or infrastructure.

The licensed organisation is responsible for maintaining a suitable and supported operating environment, applying appropriate security updates, testing deployment under its own IT policies and verifying compatibility before relying on XSTRAT for critical business processes.

Unless expressly agreed in writing, NEXTRA GROUP AG does not warrant continued compatibility with every present or future operating-system version, browser version, browser security policy, third-party product or corporate IT configuration.

10. SUPPORT AND INFORMATION VOLUNTARILY SHARED

If the licensed organisation voluntarily supplies company-specific information, files or screenshots to NEXTRA GROUP AG or an authorised support provider for support, training or related services, that information will be handled for the purpose for which it was supplied and subject to any applicable confidentiality agreement, support agreement, privacy notice or legal requirement.

The licensed organisation is responsible for deciding what information may be shared and should use its approved secure channels for confidential information.

11. USER DECISIONS AND PROFESSIONAL RESPONSIBILITY

XSTRAT is a decision-support, planning, review and management tool. It does not replace professional judgement and does not provide legal, tax, accounting, audit, investment, medical or other regulated professional advice.

The licensed organisation expressly acknowledges and accepts that all assumptions, classifications, assessments, priorities, conclusions, decisions, actions, omissions and business outcomes arising from or informed by XSTRAT remain the responsibility of the licensed organisation and its personnel. NEXTRA GROUP AG does not make business decisions on behalf of the user and does not assume responsibility for decisions made using XSTRAT outputs.

12. NO WARRANTY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR ANY EXPRESS WARRANTY CONTAINED IN A SIGNED AGREEMENT WITH NEXTRA GROUP AG, XSTRAT IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEXTRA GROUP AG DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AVAILABILITY, CONTINUITY AND ERROR-FREE OPERATION, TO THE EXTENT SUCH WARRANTIES MAY LAWFULLY BE DISCLAIMED.

The licensed organisation acknowledges that software may contain defects and that no software operating within a third-party computing environment can be guaranteed to operate without interruption or error in every configuration.

13. LIMITATION AND EXCLUSION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL NEXTRA GROUP AG, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OPPORTUNITY, ANTICIPATED SAVINGS, GOODWILL, REPUTATION, DATA, FILES, WORKSPACES, DATABASES OR BUSINESS INFORMATION, ARISING OUT OF OR RELATING TO THE INSTALLATION, USE OF, INABILITY TO USE, RESULTS PRODUCED BY OR RELIANCE ON XSTRAT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED ORGANISATION EXPRESSLY WAIVES AND RELEASES NEXTRA GROUP AG FROM CLAIMS ARISING FROM THE LOSS, CORRUPTION, DELETION, OVERWRITING, DISCLOSURE, UNAUTHORISED ACCESS, FAILURE TO BACK UP OR UNAVAILABILITY OF LOCALLY STORED XSTRAT DATA, DATABASES, WORKSPACES, PORTFOLIOS, REPORTS OR OTHER FILES WHERE THE RELEVANT DATA OR SYSTEM IS UNDER THE CONTROL OF THE LICENSED ORGANISATION OR A THIRD PARTY.

Without limiting the preceding paragraphs, NEXTRA GROUP AG is not responsible, to the fullest extent permitted by law, for loss or damage caused by device or storage failure, browser behaviour, browser-data deletion, operating-system changes, security-policy changes, malware, ransomware, user action or omission, loss of access to files or tokens, backup failure, third-party software, network or cloud-storage behaviour, file synchronisation, power failure or other circumstances outside NEXTRA GROUP AG’s reasonable control.

Where liability cannot otherwise lawfully be excluded, NEXTRA GROUP AG’s total aggregate liability arising out of or relating to XSTRAT, whether in contract, tort or otherwise, shall to the fullest extent permitted by applicable law not exceed the total licence fees actually paid to NEXTRA GROUP AG for the specific XSTRAT licence giving rise to the claim. This cap applies in aggregate to all related claims and events, not separately to each claim.

Nothing in these Terms excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited. In particular, nothing in these Terms is intended to exclude liability that applicable mandatory law prohibits the parties from excluding in advance.

14. INDEMNITY FOR UNAUTHORISED OR UNLAWFUL USE

To the fullest extent permitted by applicable law, the licensed organisation shall indemnify and hold harmless NEXTRA GROUP AG and its affiliates, directors, officers and employees from third-party claims, losses, liabilities, costs and reasonable legal expenses arising from the licensed organisation’s material breach of these Terms, unlawful use of XSTRAT, unauthorised distribution of XSTRAT or licence tokens, or data/content supplied or processed by the licensed organisation in violation of applicable law or third-party rights, except to the extent caused by NEXTRA GROUP AG’s own liability that cannot lawfully be excluded.

15. UPDATES, SUPPORT, EXPIRY AND TERMINATION

NEXTRA GROUP AG may issue updates, fixes, replacement application files or revised documentation. XSTRAT is offline software and does not imply a commitment to automatic remote updating, continuous monitoring or continuous online service unless separately agreed in writing.

When the applicable licence expires or is terminated, the licensed organisation must cease unauthorised use of XSTRAT and, where required by the applicable agreement, remove licensed application files and tokens. Expiry or termination does not transfer ownership of the licensed organisation’s own business data to NEXTRA GROUP AG.

16. GENERAL TERMS

If any provision of these Terms is held invalid or unenforceable, it shall be applied to the maximum extent lawfully possible and the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. The licensed organisation may not assign or transfer its licence or these Terms without NEXTRA GROUP AG’s prior written consent, except where mandatory law provides otherwise.

NEXTRA GROUP AG is not responsible for delay or failure caused by circumstances beyond its reasonable control.

These Terms, together with the applicable licence and any written agreement that expressly supplements them, constitute the agreement concerning the matters addressed here.

17. GOVERNING LAW, JURISDICTION AND LANGUAGE

Unless a signed agreement states otherwise, these Terms and the use of XSTRAT are governed by the substantive laws of Switzerland, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods to the extent it might otherwise apply.

Subject to any mandatory place of jurisdiction that cannot lawfully be excluded, the courts at the registered seat of NEXTRA GROUP AG shall have exclusive jurisdiction over disputes arising out of or relating to these Terms or XSTRAT.

These Terms may be presented in English, German, French, Italian and Spanish. The versions are intended to convey the same contractual meaning. If there is an inconsistency between language versions, the English version prevails to the fullest extent permitted by applicable law, unless a signed agreement expressly provides otherwise.

18. EXPRESS ACCEPTANCE

BY SELECTING “ACCEPT”, “AGREE” OR AN EQUIVALENT OPTION DURING INSTALLATION, THE USER EXPRESSLY ACKNOWLEDGES THAT THE USER HAS READ OR HAD THE OPPORTUNITY TO READ THESE TERMS, UNDERSTANDS THE LOCAL AND OFFLINE OPERATING MODEL, ACCEPTS THE LICENSED ORGANISATION’S RESPONSIBILITY FOR LOCAL DATA, SECURITY AND BACKUPS, AND AGREES TO THE WARRANTY DISCLAIMERS, LIABILITY ALLOCATION AND OTHER TERMS SET OUT ABOVE ON BEHALF OF THE LICENSED ORGANISATION.

If these Terms are not accepted, do not continue the installation and do not use XSTRAT.

Copyright © NEXTRA GROUP AG. All rights reserved.
