Terms of Use

Effective as of 02/02/2016.aa

A. Acceptance of Terms

Your access to, use of, and participation in the Platform (as defined below) and your use of all the text, data, information, software, graphics, photographs and more (collectively, “Materials”) that NASH, the owner of brand Micuka and Melkada (as defined herein) and NASH’s affiliates may make available to you are subject to the Terms of Use and all applicable NASH regulations, guidelines, and additional policies that NASH may set forth from time to time, including without limitation, a copyright policy and any other restrictions or limitations that NASH publishes on the Platform (the "Additional Policies"). The terms and conditions set forth below ("Terms of Use") and the Privacy Policy (which is hereby incorporated into these terms) constitute a legally-binding agreement between NASH Group, Inc., a Delaware corporation ("NASH", “we” or “us”), and you. These Terms of Use contain provisions that define your limits, legal rights, and obligations with respect to your use of and/or participation in (i) the NASH website platform, whether accessed through a computer or mobile device, including the classified advertisements, forums, various email functions and Internet links, and all content and NASH services available through the domain and subdomains of NASH located at https://www.micuka.com/ (collectively, this “Website”) or through the Mobile Application (collectively with this Website, referred to herein as the "Platform"), and (ii) the online transactions between those users of the Platform who are offering negotiation services (each, a "Service Professional") and those users of the Platform who are obtaining negotiation services (each, a "Service User") through the Platform (such services, collectively, the "Services"). PLEASE READ THE TERMS OF USE THOROUGHLY AND CAREFULLY BEFORE USING THE PLATFORM. BY USING THE PLATFORM OR THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL THE TERMS, THEN YOU MAY NOT USE THE PLATFORM OR SERVICES.

All references to "you" or "your," as applicable, mean the person that accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform or open an Account (as defined below) on behalf of a business, you represent and warrant that you have the authority to bind that business, your acceptance of the Terms of Use will be deemed an acceptance by that business, and "you" and "your" herein shall refer to that business.

1. MODIFICATIONS TO TERMS OF USE AND/OR PRIVACY POLICY

NASH reserves the right, in its sole discretion, to change, modify, or otherwise amend the Terms of Use, and any other documents incorporated by reference herein, at any time and without notifying you, and NASH will post the amended Terms of Use at the domain of https://www.micuka.com/termsofuse.html, and/or may communicate the amendments through any method of written contact that NASH has established with you. It is your responsibility to review the Terms of Use for any changes. Your use of the Platform or the Services following any amendment of the Terms of Use will signify that you acknowledge and agree to be bound by any revised Terms of Use. If you do not agree to abide by these or any future Terms of Use, please do not access the Platform or use the Services. Also, please know that these Terms of Use may be superseded by expressly-designated legal notices or terms located on particular pages of this Website. These expressly-designated legal notices or terms are incorporated into these Terms of Use and supersede the provision(s) of these Terms of Use that are designated as being superseded.

B. Membership

1. MEMBERSHIP ELIGIBILITY CRITERIA

Use of the Platform is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By using the Platform, You represent, acknowledge, and agree that you are at least 18 years of age, and that: (a) you are fully able and competent to enter into the terms, conditions, obligations, representations, and responsibilities set forth in these Terms of Use, and to abide by and comply with these Terms of Use; (b) you will maintain the accuracy of such information; and (c) your use of the Platform and Services offered through this Platform does not violate any applicable law or regulation. Your Account (as defined below) may be terminated without warning if we believe that you are under the age of 18 or that you are not complying with any applicable federal, state or local laws, rules, regulations or our terms.

We invite you to use this Platform for individual, consumer or commercial purposes (collectively, "Permitted Purposes") In these Terms of Use, NASH is granting you limited, personal, non-exclusive and non-transferable license to use and to display the Materials; your right to use the Materials is conditioned on your compliance with these Terms of Use. You have no other rights in this Platform or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of this Platform or Materials in any manner. If you make copies of any of this Platform while engaging in Permitted Purposes then you must keep the copies all of NASH’s copyright and other proprietary notices as they appear on this Platform.

If you breach any of these Terms of Use, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).

You need not register with NASH to simply visit and view the Platform, but to access and participate in certain features of the Platform, you will need to create a password-protected account ("Account").

You are solely responsible for safeguarding your NASH password and, if applicable, your third-party site password (collectively, "Passwords") at all times. You shall be solely responsible for all activity that occurs on your Account and you shall notify NASH immediately of any breach of security or any unauthorized use of your Account. Similarly, you shall never use another's Account without permission. You agree that you will not misrepresent yourself or represent yourself as another user of the Platform and/or the Services offered through the Platform. You hereby acknowledge and agree that NASH will not be liable for your losses caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of NASH or others due to such unauthorized use. An Account holder is sometimes referred to herein as a "Registered User."

2. ACCOUNT POLICIES

You acknowledge and agree that you shall comply with the following policies regarding your account (the "Account Policies"):

  • You will provide truthful, accurate and complete information when creating your Account, and you will maintain the accuracy of such information.
  • You shall not use any automated system, including but not limited to, "robots," "spiders," "offline readers," "scrapers," etc., to access the Platform for any purpose without NASH's prior written approval.
  • You shall not in any manual or automated manner collect Service Professionals or Service Users information, including but not limited to, names, addresses, phone numbers, or email addresses, copy copyrighted text, or otherwise misuse or misappropriate Platform information or content, including but not limited to, use on a "mirrored", competitive, or third party site.
  • You shall not in any way transmit more request messages to the NASH servers, or any server of a NASH subsidiary or affiliate, in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material. NASH reserves the right to revoke these exceptions either generally or in specific cases.
  • You shall not recruit, solicit, or contact in any form Service Professionals or Service Users for employment or contracting for a business not affiliated with NASH without express written permission from NASH.
  • You shall not take any action that (i) unreasonably encumbers or, in NASH's sole discretion, may unreasonably encumber the Platform's infrastructure; (ii) interferes or attempts to interfere with the proper working of the Platform or any third-party participation in the Platform; or (iii) bypasses NASH's measures that are used to prevent or restrict access to the Platform.
  • You agree not to collect, harvest or publish any personally identifiable data, including without limitation, names or other account information, from the Platform, nor to use the communication systems provided by the Platform for any commercial solicitation purposes.

If you do not meet, or are unable to comply with, any of the above-referenced membership eligibility criteria or Account Policies, please do not use the Platform. Should NASH find that you violated the terms of the membership eligibility criteria or any other terms stated herein, NASH reserves the right, at its sole discretion, to immediately terminate your use of the Platform.

3. MOBILE APPLICATIONS

We make available applications to access the Website via a mobile device (“Mobile Applications”). To use the Mobile Application you must have a mobile device that is compatible with the mobile service. NASH does not warrant that the Mobile Application will be compatible with your mobile device. NASH hereby grants to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that NASH may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms of Use will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and NASH and NASH’s third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Application.

The following additional terms and conditions apply with respect to any Mobile Application that NASH provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):

  • You acknowledge that these Terms of Use are between you and NASH only, and not with Apple, Inc. (“Apple”).
  • Your use of NASH’s iOS App must comply with Apple’s then-current App Store Terms of Service.
  • NASH, and not Apple, are solely responsible for NASH’s iOS App and the Services and content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to NASH’s iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to NASH’s iOS App.
  • You agree that NASH, and not Apple, are responsible for addressing any claims by you or any third-party relating to NASH’s iOS App or your possession and/or use of NASH’s iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms of Use and any law applicable to NASH as provider of the iOS App.
  • You agree that NASH, and not Apple, shall be responsible, to the extent required by these Terms of Use, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to NASH’s iOS App or your possession and use of NASH’s iOS App.
  • You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  • You agree to comply with all applicable third-party terms of agreement when using NASH’s iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
  • The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms of Use as they relate to your license of NASH’s iOS App. Upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as they relate to your license of the iOS App as a third-party beneficiary thereof.

C. Member Conduct

1. PROHIBITIONS ON SUBMITTED CONTENT

You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including text, images, video, sound, data, information, or software, to any part of the Platform, including your profile ("Profile"), the posting and messages related to your Service ("Negotiation"), the posting of your desired Service ("Request"), or the posting of any opinions or reviews in connection with the Platform, the Service, the Service Professional, or the Service User ("Feedback") (all of the foregoing content is sometimes collectively referred to herein as "Submitted Content" and the posting of Submitted Content is sometimes referred to as a "Posting" or as "Postings") that:

  • provides or creates links to external sites that violate the Terms of Use; is intended to harm or exploit any individual under the age of 18 ("Minor") in any way;
  • contains information known to you to be false, inaccurate or misleading;
  • is, or may reasonably be considered to be, pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; constitutes or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate;
  • infringes the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
  • is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless (i) you are the owner of such rights (including, without limitation, all rights to reproduction and display of the Submitted Content) or have permission from the rightful owner to post the material and to grant NASH all of the license rights granted herein and (ii) you have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your Submitted Content;
  • contains or promotes an illegal or unauthorized copy of another person's copyrighted work, such as pirated computer programs or links to them, information to circumvent manufacturer installed copy-protection devices, pirated music or links to pirated music files, or lyrics, guitar tabs or sheet music, works of art, teaching tools, or any other item the copy, display, use, performance, or distribution of which infringes on another's copyright, intellectual property right, or any other proprietary right;
  • will result in you being compensated or granted any consideration by any third party for submitting your Submitted Content;
  • is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage anyone else to do so;
  • intends to harm or disrupt another user's computer or would allow others to illegally access software or bypass security on websites or servers, including but not limited to spamming; impersonates, uses the identity of, or attempts to impersonate a NASH employee, agent, manager, host, another user, or any other person through any means;
  • incorporates materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than your own);
  • advertises or solicits a business not related to or appropriate for the Platform (as determined by NASH in its sole discretion) including, but not limited to, a business not in our supported categories, a business providing only products (e.g. cell phones, furniture, etc.), a third-party service such as a directory or referral service, a lending service, a business offering rental space, a business promoting attendance at an event (e.g. a New Year’s Eve party or professional convention), or a business based outside of the United States;
  • contains or could be considered unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
  • contains advertising for Ponzi schemes, discount cards, credit counseling, online surveys or online contests;
  • distributes or contains viruses, worms, spyware, adware, or other potentially damaging programs or files;
  • contains any information that you consider confidential, proprietary or personal;
  • contains links to commercial services or websites, except as allowed pursuant to the Terms of Use;
  • is non-local or irrelevant content; or
  • for content in Negotiations specifically, contains any content that overtly damages the Service User experience, including but not limited to requests to download non-NASH mobile applications and/or links that direct the user to "mirrored" websites where the user must enter information that is redundant with what has already been entered on NASH.

You shall notify us immediately upon becoming aware of the commission by any person of any restricted uses of the Services or the posting of prohibited content by using the contact information listed below and shall provide us with reasonable assistance in any investigations we conduct in light of the information you provide in this respect.

By posting Submitted Content, you grant to NASH an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sub-licensable through multiple tiers) to:

  • Use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your Submitted Content (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
  • Use (and permit others to use) your Submitted Content in any manner and for any purpose (including, without limitation, commercial purposes) that NASH deems appropriate in its sole discretion (including, without limitation, to incorporate your Submitted Content or any modification thereto, in whole or in part, into any technology, product, or service);
  • Display advertisements in connection with your Submitted Content and to use your Submitted Content for advertising and promotional purposes.

You acknowledge that we have no obligation to monitor your access to or use of the Services, or to review or edit any Submitted Content, but we have the right to do so for the purpose of operating and improving the Platform or Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with the Terms of Use, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that we determine is otherwise objectionable or as set forth in the Terms of Use. We reserve the right, at any time and without prior notice, to remove or disable access to any Submitted Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of the Terms of Use or otherwise harmful to the Platform or the Services. In order to protect the integrity of the Services, we also reserve the right at any time in our sole discretion to block users from certain IP addresses from accessing and using the Services.

2. UNAUTHORIZED ACTIVITIES

NASH authorizes your use of the Platform only for Permitted Purposes. Any other use of the Platform beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of the Platform. All rights in the Platform remain NASH’s property.

Unauthorized use of the Platform may result in violation of various United States and international copyright laws.

Unless you have written permission from NASH stating otherwise, you are not authorized to use the Platform in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):

  • For any public or commercial purpose which includes use of the Platform on another site or through a networked computer environment;
  • In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the Platform;
  • In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
  • To stalk, harass, or harm another individual;
  • To impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
  • To interfere with or disrupt the Platfrom or servers or networks connected to the Platform;
  • To use any data mining, robots, or similar data gathering or extraction methods in connection with the Platform; or
  • Attempt to gain unauthorized access to any portion of the Platform or any other accounts, computer systems, or networks connected to the Platform, whether through hacking, password mining, or any other means.

You will not send messages to other users containing:

  • offers to make national or international money transfers for amounts exceeding the price of a service, with intent to request a refund of any portion of the payment; or
  • unsolicited advertising or marketing of a service not offered on the Platform or an external website.

You agree to hire attorneys to defend NASH if you violate these Terms of Use and that violation results in a problem for NASH. You also agree to pay any damages that NASH may end up having to pay as a result of your violation. You alone are responsible for any violation of these Terms of Use by you. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with NASH’s defense of such claim.

3. NO DISCRIMINATION

  1. 1. Employment Postings. Federal, state and local laws prohibit employment postings with any preference, limitation or discrimination based on race, color, religion, sex, national origin, age, handicap or other protected class. NASH will not knowingly accept any Posting for employment which is in violation of the law. NASH has the right, in its sole discretion and without prior notice to you, to immediately remove any employment Posting that discriminates or is in any way in violation of any federal, state, or local law.
  2. 2. Real Estate Postings. The Federal Fair Housing Act of 1968 prohibits real estate postings with any preference, limitation or discrimination based on race, color, religion, sex, national origin, handicap or familial status or an intention to make any such preference, limitation or discrimination. NASH will not knowingly accept any Posting for real estate which is in violation of the law.

4. PROHIBITIONS WITH RESPECT TO SERVICES

By offering services through the Platform, Service Professionals hereby represent and warrant that they, and their employees, agents, contractors, subcontractors or employees who may perform work for them, are properly and fully licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their services and in relation to the specific job they are performing. NASH may review license information provided by Service Professionals either in our discretion or at the request of the Service Professional, but cannot guarantee the accuracy or completeness of any such information, or guarantee that a Service Professional is qualified to perform any given service. It is solely the responsibility of each Service User to determine whether a given Service Professional is qualified and capable of rendering services to them.

While using the Platform, you shall not:

  1. post content or items in any inappropriate category or areas on the Platform;
  2. violate any laws, third-party rights, Account Policies, or any provision of the Terms of Use, such as the prohibitions described above;
  3. fail to deliver payment (success fee or service fee) for Services purchased by you, unless the Service Professional has achieved no savings or additional gain for you during the negotiation of a deal, a clear typographical error is made, or you cannot authenticate the Service Professional's identity;
  4. fail to perform Services requested from you, unless the Service User fails to materially meet the terms of the mutually agreed upon agreement for the Services, refuses to pay, a clear typographical error is made, or you cannot authenticate the Service User's identity; manipulate the pricing of any Service or interfere with other users' Postings;
  5. circumvent or manipulate our fee structure, the billing process, or fees owed to NASH; post false, inaccurate, misleading, defamatory, or libelous content (including personal information about any Platform user); or
  6. take any action that may undermine the Feedback or ratings systems (such as displaying, importing or exporting Feedback information off of the Platform or using it for purposes unrelated to the Platform).

5. FEEDBACK

As a participant in the Platform, you agree to use careful, prudent, and good judgment when leaving comments, questions, suggestions or materials (collectively, “Feedback”) for another user. The following actions constitute inappropriate uses of Feedback: (a) threatening to leave negative or impartial Feedback for another user unless that user provides services not included in the original Posting or not agreed to as part of the Service to be provided; (b) leaving Feedback in order to make the Service Professional or Service User appear better than he or she actually is or was; and (c) including conditions in an Negotiation or Request that restrict a Service Professional or a Service User from leaving Feedback. The foregoing list of prohibitions provide examples and are not complete or exclusive.

  1. 1. Sanctions for Inappropriate Use of Feedback. If you violate any of the above-referenced rules in connection with leaving Feedback, NASH, in its sole discretion, may take any of the following actions: (i) cancel your Feedback or any of your Postings; (ii) limit your Account privileges; (iii) suspend your Account; and/or (iv) decrease your status earned via the Feedback page.
  2. 2. Reporting Inappropriate Use of Feedback. You may contact NASH regarding any inappropriate use of Feedback via email at support@nashprice.com.
  3. 3. Resolving Disputes in Connection with Feedback. In the event of any dispute between users of the Platform concerning Feedback, NASH shall be the final arbiter of such dispute. Further, IN THE EVENT OF ANY DISPUTE BETWEEN USERS OF THE PLATFORM CONCERNING FEEDBACK, NASH HAS THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REMOVE SUCH FEEDBACK OR TAKE ANY ACTION IT DEEMS REASONABLE WITHOUT INCURRING ANY LIABILITY THEREFOR.

NASH reserves the right to (a) terminate your access to your Account or your ability to post to this Platform (or the Services) and (b) refuse, delete or remove, move or edit the content, in whole or in part, of any Deal; with or without cause and with or without notice, for any reason or no reason, or for any action that NASH determines is inappropriate or disruptive to this Platform or to any other user of this Platform and/or Services. NASH reserves the right to restrict the number of emails or other messages that you are allowed to send to other users to a number that NASH deems appropriate in NASH's sole discretion. NASH may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at NASH's discretion, NASH will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Platform or on the Internet. NASH does not and cannot review every Posting posted to the Platform. These prohibitions do not require NASH to monitor, police or remove any Postings or other information submitted by you or any other users.

D. Additional Rules for Service Professionals

1. PROFILES AND NEGOTIATIONS MUST NOT BE FRAUDULENT

Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, Service Users shall not: (a) list Requests relating to any Service in a category that is inappropriate to the Service they are seeking; (b) misrepresent the location at which they seek Service; (c) use misleading titles that do not accurately describe a Service request or (d) misuse the gained benefits achieved by Service Professional in any way, included but not limited to a termination of a deal after negotiation has been successfully conducted. In the latter case the agreed upon success fee is due regardless of the outcome of the purchase.

2. PROFILES AND NEGOTIATIONS CANNOT USE TECHNIQUES TO AVOID OR CIRCUMVENT NASH FEES

Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, Service Professionals shall not: (a) offer a catalog or a link to a third-party website from which Service Users or any Registered User or user of the Platform may obtain the Service directly; (b) exceed allowed number of Negotiations to be taken; (c) misrepresent Service User; (d) charge fees for traveling further than desired to provide the Service; (e) offer the opportunity through NASH to purchase the Service or any other service outside of NASH; (f) use their Profile page or user name to promote services not offered on or through the Platform and/or prohibited services.

3. PROFILES AND NEGOTIATIONS MUST PROMOTE A FAIR PLAYING FIELD AND PROVIDE A SAFE, SIMPLE, AND POSITIVE EXPERIENCE FOR ALL PLATFORM USERS

Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, Service Professionals shall not: (a) solicit Service Users to mail cash or use other payment methods not specifically permitted by NASH as approved payment methods; (b) include links that do not conform to NASH's policies with respect to third-party links; (c) use certain types of HTML and JavaScript in Postings, your Profile page, your Negotiation page, or your Requests page; (d) promote raffles, prizes, bonuses, games of chance, giveaways, or random drawings; (e) use profanity in any Messages; (f) acknowledge or credit a third-party Service Professional for services or products directly connected with your particular Negotiation (1) with more than 10 words of text at HTML font size greater than 5 and/or a logo of 90X35 pixels (provided that you represent and warrant that you have the necessary rights, licenses, permissions and/or authorizations from the applicable third party to use that third party's name and/or logo), (2) with any promotional material in connection with that third-party company, and/or (3) with a link to the third-party's website with any information in addition to the Service provided via NASH; (g) include third-party endorsements in a Negotiation; (h) terminate a Deal without prior approval of both Service User and Nash; or (i) rely on unethical or controversial actions that my cause material or immaterial harm to either Service User or NASH.

4. SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE PROFESSIONALS

If a Service Professional violates any of the above-referenced rules in connection with his or her Negotiation, NASH, in its sole discretion, may take any of the following actions: (a) cancel the Negotiation; (b) limit the Service Professional's Account privileges; (c) suspend the Service Professional's Account; (d) cause the Service Professional to forfeit any fees earned on a canceled Negotiation; and/or (e) decrease the Service Professional's status earned via the Feedback page.

E. Additional Rules for Service Users

1. SERVICE USERS SHALL NOT TAKE ANY OF THE FOLLOWING ACTIONS:

(a) commit to purchasing or using a Service without paying success or service fee; (b) sign up for, negotiate a price for, use, or otherwise solicit a Service with no intention of following through with your use of or payment for the Service; (c) Post any request with a stated Starting Price that is not a valid price point for the selected item; upon request by NASH or by Service Professional, the Service User may be requested to provide verification of entered Starting Price as a pre-condition of further negotiation service or (d) misuse any options made available now or in the future by NASH in connection with the use or purchase of any Service.

2. SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE USERS

If a Service User violates any of the above-referenced rules in connection with his or her Request, NASH, in its sole discretion, may take any of the following actions: (a) cancel the Request; (b) limit the Service User's Account privileges; (c) suspend the Service User's Account; and/or (d) decrease the Service User's status earned via the Feedback page.

F. Use of Submitted Content

1. NO CONFIDENTIALITY

You agree that any Submitted Content provided by you, whether or not such Submitted Content is published to the Platform, is provided on a non-proprietary and non-confidential basis and you authorize Submitted Content to be made available in a searchable format to Registered Users with access to the Platform. You agree that NASH shall be free to use or disseminate such freely searchable Submitted Content on an unrestricted basis for the purpose of providing the Services.

2. YOUR REPRESENTATIONS AND WARRANTIES

You shall be solely responsible for your own Submitted Content and the consequences of posting or publishing it. In connection with Submitted Content, you affirm, represent, and/or warrant that: (a) you own or have the necessary licenses, rights, consents, and permissions to use and authorize NASH to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submitted Content to enable inclusion and use of the Submitted Content in the manner contemplated by the Platform and these Terms of Use; and (b) you have the written consent, release, and/or permission of each and every identifiable individual person referenced in the Submitted Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Submitted Content in the manner contemplated by the Platform and these Terms of Use. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by you to or through the Platform.

3. YOUR OWNERSHIP RIGHTS AND LICENSE TO NASH

You retain all of your ownership rights in your Submitted Content. However, by submitting the Submitted Content to NASH for posting on the Platform, you hereby grant, and you represent and warrant that you have the right to grant, to NASH a perpetual, worldwide, non-exclusive, fully-paid, royalty-free and transferable (sublicenseable through multiple tiers) license to link to: (a) use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display the Submitted Content (or any modification thereto) in whole or in part, in any format or medium now known or later developed; (b) use (and permit others to use) your Submitted Content in any manner and for any purpose (including, without limitation, commercial purposes) that NASH deems appropriate in NASH’s sole discretion (including, without limitation, to incorporate your Submitted Content or any modification thereto, in whole or in part, into any technology, product, or service); and (C) display advertisements in connection with your Submitted Content and to use your Submitted Content for advertising and promotional purposes.

You also hereby grant each user of the Platform a non-exclusive license to access your Submitted Content through the Platform, and to use, reproduce, distribute, prepare derivative works of, display and perform such Submitted Content as permitted through the functionality of the Platform and under these Terms of Use. For Submitted Content that may be removed or deleted by you, the foregoing license granted by you terminates once you remove or delete the Submitted Content from the Platform, which you may do at any time. You acknowledge and understand that the technical processing and transmission of the Platform, including your Submitted Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

4. NASH'S DISCLAIMERS AND RIGHT TO REMOVE

1. NASH does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein, and NASH expressly disclaims any and all liability in connection with all Submitted Content. NASH does not permit copyright infringing activities and infringement of intellectual property rights on the Platform, and NASH will remove any Data (as defined below) or Submitted Content if properly notified, pursuant to the "take down" notification procedure described below, that such Posting or Submitted Content infringes on another's intellectual property rights. NASH reserves the right to remove any Data or Submitted Content without prior notice. NASH will also terminate a user's access to the Platform, if he or she is determined to be a repeat infringer. A repeat infringer is a Platform user who has been notified of infringing activity more than twice and/or has had Submitted Content removed from the Platform more than twice. NASH also reserves the right, in its sole and absolute discretion, to decide whether any Data or Submitted Content is appropriate and complies with these Terms of Use for all violations, in addition to copyright infringement and violations of intellectual property law, including, but not limited to, pornography, obscene or defamatory material, or excessive length. NASH may remove such Submitted Content and/or terminate a user's access for uploading such material in violation of these Terms of Use at any time, without prior notice and in its sole discretion.

2. You acknowledge and understand that when using the Platform, you will be exposed to Submitted Content from a variety of sources, and that NASH is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submitted Content. You further acknowledge and understand that you may be exposed to Submitted Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against NASH with respect thereto, and agree to indemnify and hold NASH, its owners, members, managers, operators, directors, officers, agents, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Platform.

3. You are solely responsible for the photos, profiles and other content, including, without limitation, Submitted Content, that you publish or display on or through the Platform, or transmit to other Platform users. You understand and agree that NASH may, in its sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates these Terms of Use or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Platform users or others.

5. SUGGESTIONS.

If you send or transmit any communications, comments, questions, suggestions, or related materials to NASH, whether by letter, email, telephone, or otherwise (collectively, "Suggestions"), NASH shall have no obligation concerning the Suggestions, including but not limited to, no obligation to return any materials or acknowledge receipt of any Suggestions. Suggestions are, and will be treated as, non-confidential and nonproprietary. You hereby assign all right, title, and interest in, and NASH is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Suggestions, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Suggestions. You understand and agree that NASH is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Suggestions, and you have no right to compel such use, display, reproduction, or distribution.

G. Mandatory Third-Party Verification Services

NASH uses a variety of tools in an effort to make the Platform as safe as possible for Service Professionals and Service Users. Among these tools are mandatory third-party verifications of professionals which may include identity, background, criminal, sex offender, reputation and other quality screens. NASH reserves the right to conduct these screens during sign up and at any future time during a Service Professional’s use of the Platform.

By registering as a Service Professional on the Platform, you do hereby consent to allow NASH to perform third-party verifications, using information you provide, to verify your identity and evaluate your character and general reputation as a Service Professional. You acknowledge and understand that NASH may review the information provided by the third-party verification services and, after reviewing the results, may take whatever actions it deems necessary in its sole discretion with respect to your Account. Do not register as a Service Professional on NASH if you do not want NASH to verify you using third-party service providers.

You hereby authorize NASH to verify your representations and warranties, including, but not limited to, those made upon registration by providing information to NASH, and you acknowledge that NASH reserves the right, but not the obligation, to verify such representations and warranties and to take action it deems appropriate in its sole discretion. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS NASH FROM ANY LOSS OR LIABILITY THAT MAY RESULT FROM ANY THIRD-PARTY SCREENS. In addition, you do hereby understand and expressly agree that NASH does not have control over or assume any responsibility for the quality, accuracy, or reliability of the third-party verification services or the information provided by them. NASH retains the right to request any further information from you to conduct additional screens and the right to require additional screens, as deemed necessary based on our initial verifications, and the right to terminate your Account based on the information provided by these third-party verification services.

H. Optional Third-Party Verification Services

In addition to the mandatory checks described above, NASH offers Service Professionals the ability to opt into several verifications that may reflect on their trustworthiness to Service Users. The services described below are not exhaustive and do not limit NASH’s optional or mandatory verifications. NASH reserves the right to offer new verifications or remove existing verification options at any time.

NASH uses third-parties to provide criminal background check services to Service Professionals. These checks are meant to verify a Service Professional's identity and trustworthiness to Service Users. NASH also seeks to allow Service Professionals to showcase their professional license credentials. NASH uses available public information to facilitate the verification of Service Professionals' licenses, but cannot guarantee the accuracy or completeness of that information.

NASH may make these or other third-party verification services available to Service Professionals. Service Professionals may use these services to verify information such as, but not limited to, criminal background and professional license credentials.

Use of the optional third-party verification services is voluntary. You affirm that all of the information you provide to NASH as part of these optional third-party verification services is correct, complete, and applicable to you. If you decide to use or access information provided by a third-party verification service offered through the Platform, you do hereby understand and expressly agree that NASH offers this third-party verification service as a convenience and does not have control over or assume any responsibility for the quality, accuracy, or reliability of the third-party verification service or the information provided by them. In addition, you understand that NASH may review the information provided by the third-party verification service and that NASH retains the right to terminate your Account based on such information.

If you use the optional third-party verification services, you understand that the information in the report may be displayed publicly on your Profile and may factor into Service Users' decisions to engage you as a Service Professional. You agree to indemnify and hold harmless NASH from any loss or liability that may result from your sharing this report publicly.

I. Fair Credit Reporting Act

Pursuant to the Fair Credit Reporting Act (the "FCRA"), by this notice NASH notifies you that it may, as part of your use of the Platform, use a third-party verification service to obtain a consumer report about you from a consumer reporting agency. Consumer reports may contain information on your character, general reputation, personal characteristics, and mode of living, including, but not limited to, consumer credit, criminal history, workers' compensation, driving, employment, military, civil, and educational data and reports. NASH will comply with the requirements of the FCRA in its use of this information. If you, as a Service Professional, decide to use or access information provided by a third-party verification service offered through the Platform, you warrant that you will comply with the FCRA, which can be found at http://www.ftc.gov/os/statutes/fcrajump.shtm, and all other applicable consumer reporting laws. If you decide to access, use, or share information provided by a third-party verification service offered through the Platform with any other party (either through this Platform or otherwise), you agree to do so in accordance with applicable law and to indemnify and hold NASH harmless from any loss, liability, damage, or costs that may result from such access, use, or sharing of this information regardless of the cause. NASH does not assume and expressly disclaims any liability that may result from the use of information provided by a third-party verification service.

J. Copyright Infringement Take Down Procedure

Pursuant to the Digital Millennium Copyright Act of 1998 ("DMCA"), NASH has established policies for dealing with alleged and actual copyright and trademark infringement. If you believe that your work has been copied and posted on the Platform in a way that constitutes copyright infringement and/or trademark infringement, please send the following information to our Copyright Agent (see 17 U.S.C. § 512(c)(3) for further detail): (i) identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site; (ii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Platform, and information reasonably sufficient to permit NASH to locate the material.; (iii) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright and/or trademark owner, its agent, or the law; (iv) information reasonably sufficient to permit NASH to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted; (v) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive interest that is allegedly infringed; and (vi) a statement by you, made under penalty of perjury, that the information in your report is accurate and that you are the owner of the exclusive right or authorized to act on the behalf of the owner of the exclusive right. A statement by you comprised of the foregoing points is referred to herein as the "Notice."

NASH's designated Copyright Agent to receive Notice of claimed infringement is: Kristof Schum, who can be contacted as follows via: mail: 2108 Pine Street, Philadelphia, PA, 19103; email: dmca@nashprice.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to NASH customer service via email at support@nashprice.com.

You acknowledge that if you fail to comply with all of the requirements, your Notice may not be valid. NASH will remove any infringing material, subject to the procedures outlined in the DMCA. Notwithstanding NASH's instructions above, you are solely responsible for ensuring that any Notice you provide to NASH complies with the provisions of the DMCA. Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Only the intellectual property rights owner is permitted to report potentially infringing items through NASH's reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms of Use and the DMCA. NASH reserves the right, in NASH’s sole discretion, to terminate the account or access of any user of the Platform who is the subject of repeated DMCA or other infringement notifications.

K. Modifications to or Termination of Platform

1. MODIFICATION OR CESSATION OF PLATFORM

NASH reserves the right at any time to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice and in its sole discretion. You agree that NASH shall not be liable to you or to any third party for any modification, suspension or discontinuance of NASH services.

2. TERMINATION BY NASH

You hereby acknowledge and agree that NASH, in its sole and absolute discretion, has the right (but not the obligation) to delete, terminate, or deactivate your Account, block your email or IP address, cancel the Platform or otherwise terminate your access to or participation in the use of the Platform (or any part thereof), or remove and discard any Submitted Content on the Platform (a "Termination of Service"), immediately and without notice, for any reason, including without limitation, Account inactivity or if NASH believes or has reason to believe that you have violated any provision of the Terms of Use.

3. TERMINATION BY YOU

You may cancel your use of the Platform and/or terminate your Account with or without cause at any time by writing to support@nashprice.com to "Deactivate Account."

4. EFFECT OF TERMINATION

Upon termination of your Account, your right to participate in the Platform, including, but not limited to, your right to offer or purchase Services and your right to receive any fees or compensation, including, without limitation, referral discounts, incentive bonuses, or other special offer rewards, shall automatically terminate. You acknowledge and agree that your right to receive any fees or compensation hereunder is conditional upon your proper use of the Platform, your adherence to the Terms of Use, the continuous activation of your Account, and your permitted participation in the Platform. In the event of a Termination of Service, your Account will be disabled and you may not be granted access to your Account or any files or other data contained in your Account. Notwithstanding the foregoing, residual data may remain in the NASH system.

Unless NASH has previously canceled or terminated your use of the Platform (in which case subsequent notice by NASH shall not be required), if you provided a valid email address during registration, NASH will notify you via email of any such termination or cancellation, which shall be effective immediately upon NASH's delivery of such notice. Upon a Termination of Service, the following shall occur: all licenses granted to you hereunder will immediately terminate; and you shall promptly destroy all copies of NASH Data (as defined below), Marks (as defined below) and other content in your possession or control. You further acknowledge and agree that NASH shall not be liable to you or any third party for any termination of your access to the Platform. Upon a Termination of Service, NASH retains the right to use any data collected from your use of the Platform for internal analysis and archival purposes, and all related licenses you have granted NASH hereunder shall remain in effect for the foregoing purpose. In no event is NASH obligated to return any Submitted Content to you. Sections G, I, K, L, M, N, O, Q, R, S, T, U, V, W, and X, shall survive expiration or termination of the Platform or your Account.

L. Intellectual Property Rights

1. NASH OWNS OR HOLDS THE LICENSES TO ALL DATA AND MARKS ON THE PLATFORM

The content on the Platform (exclusive of all Submitted Content), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Data") and the trademarks, service marks and logos contained therein ("Marks"), are owned by NASH, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Other trademarks, names and logos on this Platform are the property of their respective owners. Data on the Platform is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. NASH reserves all rights not expressly granted in and to the Platform and the Data. You agree not to use, copy, or distribute, any of the Data other than as expressly permitted herein, including any use, copying, or distribution of Submitted Content obtained through the Platform for any commercial purposes. If you download or print a copy of the Data for personal use, you must retain all copyright and other proprietary notices contained thereon. You agree not to circumvent, disable or otherwise interfere with security features of the Platform or features that prevent or restrict use or copying of any Data or enforce limitations on use of the Platform or the Data therein.

2. NASH'S LICENSE TO YOU FOR THE USE OF THE PLATFORM, DATA, AND MARKS

NASH hereby grants you a non-exclusive, revocable license to use the Platform as set forth in the Terms of Use; provided, however, that you act in accordance with the Terms of Use, including the specific terms outlined below, and in accordance with all applicable local, state, and federal laws.

The Platform contains NASH's Data and Marks, which are, or may become, protected by copyright, trademark, patent, trade secret and other laws, and NASH owns and retains all rights in the NASH Data and Marks. Subject to these Terms of Use, NASH hereby grants you a limited, revocable, nontransferable, nonsublicensable license to reproduce and display the NASH Data (excluding any software source code) solely for your personal use in connection with accessing and participating in the Platform.

The Platform may also contain Data of other users or licensors, which you shall not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell. NASH may authorize you to use an "Embeddable Player" feature, which you may incorporate into your own personal, non-commercial websites for use in accessing the materials on the Platform; provided, however, that you provide a link back to the Platform on any pages that contain the Embeddable Player. NASH reserves the right to discontinue any aspect of the Platform at any time.

3. PROPRIETARY RIGHTS

Unless otherwise specified in these Terms of Use, all Materials, including the arrangement of them on the Platform are NASH’s sole property. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

M. NASH Fees

1. FEES INCURRED BY SERVICE PROFESSIONALS

Joining NASH, being listed in matching processes for negotiations and being eligible to conduct negotiations for Service Professionals is free. NASH reserves the right to charge Success Fee at the given contracted rate (“Contracted Rate”) with each Service Professional. NASH also reserves the right at its sole discretion to charge fees to Service Professionals for other services that NASH may provide, including but not limited to fees for contacting Service Users, responding to job leads generated by NASH, or conducting transactions with Service Users through NASH.

NASH offers premium services to Service Professionals for a fee and may in the future offer additional services, like tax preparation and bookkeeping, that Service Professionals can also choose to purchase. NASH reserves the right to charge fees for these services at its sole discretion.

2. FEES INCURRED BY SERVICE USERS

Joining NASH, posting Requests and engaging with Service Professionals is free. NASH currently charges Service Users no upfront fees for transactions completed on the Platform, fees only occur to Service Users on a Success Fee basis. NASH reserves the right to charge Success Fees to Service Users based on the mutually agreed savings achieved during a Negotiation. The amount of Success Fee is defined by the “Agreement for Service”, which is provided on the Platform before each negotiation Service starts, and is calculated as the difference between the Starting Price provided by Service User on the Platform for each Request and the Landing Price accepted also by the Service User on the Platform. NASH reserves the right to verify the validity of a Landing Price after following a successful negotiation in lieu of Service User’s acceptance with a written Letter of Intent from the negotiation counterpart as a proof of evidence. However, also NASH reserves the right to charge a fee to Service Users on non-success fee based service when the type of service, including but not limited to coaching services, requires. Changes to this Fee Policy are effective after NASH has provided you with fourteen (14) days' notice by posting the changes on the Platform.

3. PAYMENT OF FEES

If applicable, you agree to pay all fees or charges to your Account based on NASH's fees, charges, and billing terms then in effect. If you do not pay on time or if NASH cannot charge your credit card, PayPal or other payment method for any reason, NASH reserves the right to either suspend or terminate your access to the Platform and account and terminate these Terms of Use. You are expressly agreeing that NASH is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Platform and the fees will be billed to your credit card, PayPal or other payment method designated at the time you make a purchase or register for a fee-based service. If you cancel your Account at any time, you will not receive any refund. If you have a balance due on any account, you agree that NASH may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

4. TAXES

You understand that we are acting solely as an intermediary for the collection of fees between a Service User and a Service Professional who choose to enter into an Agreement for Service. Because state and local tax laws vary significantly by locality, you understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisers, and that we cannot and do not offer tax advice to either Service Professionals or Service Users.

5. REFUND POLICY

All sales and transactions on NASH are final and non-refundable.

N. Agreement for Service; Disputes Between Registered Users

1. AGREEMENT FOR SERVICE AND RESOLUTION WORKSHEET

As a courtesy to Registered Users, to facilitate the negotiation and confirmation of the Agreement for Service, NASH provides an electronic copy of the facts, terms and conditions of each negotiation before Service Professionals start providing Service. Service Professionals will not start service provisioning until the Agreement for Service is accepted by Service Users.

In addition to Agreement for Service, Nash provides a general framework ("Resolution Worksheet") for any negotiation or dispute arising between Service Professionals and Service Users. Registered Users acknowledge and agree that (i) they are solely responsible for addressing all issues that exist now or may arise in the future in connection with the applicable Service; and (ii) it is solely up to such Registered Users, if they so desire, to enter into a dispute resolution process supported by the provided Resolution Worksheet. You should not rely on the any information or resources contained on the Platform, including, without limitation, the Negotiation Worksheet, as a replacement or substitute for any professional, financial, legal or other advice or counsel. NASH makes no representations and warranties, and expressly disclaims any and all liability, concerning actions taken by a user following the information or using the resources offered or provided on or through the Platforms, including, without limitation, the Resolution Worksheet. In no way will NASH be responsible for any actions taken or not taken based on the information or resources provided on this Platform, or taken or not taken by Service Professionals. If you have a situation that requires professional advice, you should consult a qualified specialist. Do not disregard, avoid or delay obtaining professional advice from a qualified specialist because of information or resources that are provided on this Platform, however provided.

2. NASH IS NOT A PARTY TO ANY SERVICE CONTRACT

Each Registered User hereby acknowledges and agrees that NASH is NOT a party to any oral or written Agreement for Service, Negotiation Worksheet, or any contract entered into between Registered Users in connection with any Service offered, directly or indirectly, through the Platform.

3. NO AGENCY OR PARTNERSHIP

No agency, partnership, joint venture, or employment is created as a result of the Terms of Use or your use of any part of the Platform, including without limitation, the Negotiation Worksheet or Agreement for Service. You do not have any authority whatsoever to bind NASH in any respect. All Service Professionals are independent contractors. Neither NASH nor any users of the Platform may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.

4. RELATIONSHIP BETWEEN REGISTERED USERS

Subject to the provisions regarding disputes between Platform participants in connection with Feedback, your interactions with individuals and/or organizations found on or through the Platform, including payment of and performance of any Service, and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such individual or organization. You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any online or offline transaction with any third party, including without limitation, Service Professionals and Service Users. Please see the NASH Safety guidelines for more information on NASH’s practices and suggestions of hiring criteria. You understand that deciding whether to use the Services of a Service Professional or provide Services to a Service User or use information contained in any Submitted Content, including, without limitation, Postings, Negotiations, Requests and/or Feedback, is your personal decision for which you alone are responsible. You understand that NASH does not and cannot make representations as to the suitability of any individual you may decide to interact with on or through the Platform and/or the accuracy or suitability of any advice, information, or recommendations made by any individual. NASH is not responsible for the interactions, transaction, or dealings between any Service Professional and Service User. NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT NASH SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT WHATSOEVER INCURRED AS THE RESULT OF ANY SUCH TRANSACTION OR DEALINGS. IF THERE IS A DISPUTE BETWEEN PARTICIPANTS ON THE PLATFORM, OR BETWEEN REGISTERED USERS OR ANY PLATFORM USER AND ANY THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT NASH IS UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT A DISPUTE ARISES BETWEEN YOU AND ONE OR MORE PLATFORM USERS, REGISTERED USERS OR ANY THIRD PARTY, YOU HEREBY RELEASE NASH, ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR THE PLATFORM OR ANY SERVICE PROVIDED THEREUNDER.

O. Dispute Resolution

If a dispute arises between you and NASH, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and NASH hereby agree that we will resolve any claim or controversy at law or equity that arises out of the Terms of Use or the Platform in accordance with this Section O or as we and you otherwise agree in writing. Before resorting to the filing of a formal lawsuit, we strongly encourage you to first contact us directly to seek a resolution via email at support@nashprice.com. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

1. GOVERNING LAW

These terms of use shall be governed by the laws of the State of Delaware, without giving effect to its conflict of laws provisions. Any dispute relating to these terms of use shall be brought solely in the state or federal courts located in Delaware and you agree that such courts shall have jurisdiction over you in connection with any such dispute. If, for any reason, a court of competent jurisdiction finds any provision in these terms and conditions unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these terms of use, and the remainder of the provisions shall continue in full force and effect. The failure by NASH to act with respect to a breach of these terms of use by you or any other person does not constitute a waiver and will not limit NASH’s rights with respect to such breach or subsequent breaches.

P. Advertisements

Aspects of the Platform and other NASH services may be supported by advertising revenue. As such, NASH may display advertisements and promotions on the service. The manner, mode and extent of advertising by NASH on the Platform are subject to change and the appearance of advertisements on the Platform does not necessarily imply endorsement by NASH of any advertised products or services. You agree that NASH shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on the Platform.

Q. Third-party Links, Advertisements, Contact Forms and Phone Numbers

The Platform may provide, or third parties may provide, links, contact forms and/or phone numbers to other websites or resources, including, without limitation, social networking, blogging and similar websites through which you are able to log into the Platform using your existing account and log-in credentials for such third-party websites. Certain areas of the Platform may allow you to interact and/or conduct transactions with such third-party sites, and, if applicable, allow you to configure your privacy settings in your third-party site account to permit your activities on the Platform to be shared with your contacts in your third-party site account. Because NASH has no control over such sites and resources, you acknowledge and agree that NASH is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, advertising, products, goods or services on or available from such websites or resources. Unless expressly stated on the Platform, links to third-party sites should in no way be considered as or interpreted to be NASH's endorsement of such third-party sites or any product or service offered through them. The Third-party website may have different privacy policies and terms and conditions and business practices than NASH. In certain situations, you may be transferred to a Third-party website through a link or connected to a Third-party resource by a contact form or phone but it may appear that you are still on this Platform or transacting with NASH. In these situations, you acknowledge and agree that the Third-party website terms and conditions and privacy policy apply in this situation. Your dealings and communications through the Platform with any party other than NASH are solely between you and such third party. Any complaints, concerns or questions you have relating to materials provided by third parties should be forwarded directly to the applicable third party. NASH takes no responsibility for advertisements or any third party material posted on the Platform or offered in connection with the Services, nor do we take any responsibility for the products or services provided by advertisers. Any dealings you have with advertisers found while using the Platform are between you and the advertiser, and you agree that NASH is not liable for any loss or claim that you may have against an advertiser.

R. Disclaimer of Warranties

THIS WEBSITE IS PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS WEBSITE IS WITH YOU. NASH EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THIS WEBSITE, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THIS MEANS THAT NASH DOES NOT PROMISE YOU THAT THE WEBSITE IS FREE OF PROBLEMS. Without limiting the generality of the foregoing, NASH makes no warranty that this Website will meet your requirements or that this Website will be uninterrupted, timely, secure, or error free or that defects in this Website will be corrected. NASH makes no warranty as to the results that may be obtained from the use of this Website or as to the accuracy or reliability of any information obtained through this Website. No advice or information, whether oral or written, obtained by you through this Website or from NASH or NASH’s subsidiaries/other affiliated companies shall create any warranty. NASH disclaims all equitable indemnities. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR USER SUBMISSIONS AND COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE WEBSITE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE WEBSITE.

S. Limitations of Liability

1. WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS WEBSITE. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE. THE AGGREGATE MAXIMUM LIABILITY TO THE COMPANY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE SHALL BE AN AMOUNT EQUAL TO THE GREATER OF (x) (i) THE TOTAL AMOUNT PAID TO US BY YOU, IF ANY, FOR ACCESS TO THE WEBSITE IN THE TWELVE MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED LESS (ii) AMOUNTS PAID IN SATISFACTION OF ANY PRIOR CLAIMS OR (y) FIFTY DOLLARS ($50). YOU SPECIFICALLY ACKNOWLEDGE AND AGREE WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL LIABILITY FOR USER SUBMISSIONS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR USER SUBMISSIONS AND ANY CONTENT YOU TRANSMIT ON OR THROUGH THE SERVICES TO OTHER USERS OR ENTITIES MAY BE COPIED, RE-USED, OR FURTHER DISCLOSED BY SUCH OTHER USERS OR ENTITIES OUTSIDE OF THE WEBSITE AND THAT WE ARE NOT LIABLE TO YOU FOR ANY SUCH USE OF USER SUBMISSIONS OR CONTENT BY OTHERS.2. YOU HEREBY ACKNOWLEDGE AND AGREE THAT NASH SHALL NOT BE LIABLE FOR SUBMITTED CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NASH SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM OR RELATING TO ANY CONTRACT BETWEEN PLATFORM USERS ENTERED INTO INDEPENDENTLY OF THE PLATFORM. THE PLATFORM MAY CONTAIN LINKS TO THIRD-PARTY PLATFORMS THAT ARE NOT OWNED OR CONTROLLED BY NASH. NASH DOES NOT HAVE ANY CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, THE CONTENT, PRIVACY POLICIES, OR PRACTICES OF ANY THIRD-PARTY PLATFORMS. IN ADDITION, NASH WILL NOT AND CANNOT CENSOR OR EDIT THE CONTENT OF ANY THIRD-PARTY SITE. BY USING THE PLATFORM, YOU EXPRESSLY RELIEVE NASH FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRDPARTY PLATFORM. ACCORDINGLY, PLEASE BE ADVISED TO READ THE TERMS AND CONDITIONS AND PRIVACY POLICY OF EACH THIRD-PARTY PLATFORM THAT YOU VISIT, INCLUDING THOSE DIRECTED BY THE LINKS CONTAINED ON THE PLATFORM.

3. FORCE MAJEURE

Neither NASH nor you shall be liable to the other for any delay or failure in performance under the Terms of Use, other than payment obligations, arising out of a cause beyond its control and without its fault or negligence. Such causes may include, but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

T. Indemnification and Release

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS NASH, AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES) ARISING FROM YOUR USE OF, ACCESS TO, AND PARTICIPATION IN THE PLATFORM; ARISING OUT OF A TERMINATION OF SERVICE; YOUR VIOLATION OF ANY PROVISION OF THE TERMS OF USE, INCLUDING THE PRIVACY POLICY; YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, PROPRIETARY, INTELLECTUAL PROPERTY, OR PRIVACY RIGHT; OR ANY CLAIM THAT YOUR SUBMITTED CONTENT CAUSED DAMAGE TO A THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS OF USE AND YOUR USE OF THE PLATFORM. IF YOU HAVE A DISPUTE WITH ONE OR MORE PLATFORM USERS, YOU FOREVER RELEASE NASH (AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SERVICE PROFESSIONALS, SUPPLIERS, AGENTS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE PLATFORM AND/OR ANY SUBMITTED CONTENT. THE TERMS OF USE, AND ANY RIGHTS AND LICENSES GRANTED HEREUNDER, MAY NOT BE TRANSFERRED OR ASSIGNED BY YOU, BUT MAY BE ASSIGNED BY NASH WITHOUT RESTRICTION.

U. Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS Q AND R MAY NOT APPLY TO YOU.

V. No Third-party Beneficiaries

You agree that, except as otherwise expressly provided in the Terms of Use, there shall be no third-party beneficiaries to the Terms of Use.

W. Contacting You

You agree that NASH may provide you with notices, including those regarding changes to the Terms of Use, by email, regular mail, or postings on the Platform. By agreeing to receive text messages or telephone calls from service providers, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by sending an email to support@nashprice.com with "Revoke Electronic Consent" in the subject line. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, send an email to support@nashprice.com with contact information and the address for delivery.

X. General Information

1. MISCELLANEOUS

The Terms of Use, together with the Privacy Policy and any other legal notices or Additional Policies published by NASH on the Platform, shall constitute the entire agreement between you and NASH concerning the Platform. If any provision of the Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect.

No waiver of any provision of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and NASH's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

2. CONTACT INFORMATION

If you have any questions about the Terms of Use or the Services, please contact us by sending an email to support@nashprice.com, or by writing to: NASH Group, Inc.
2108 Pine Street
Philadelphia, PA 19103

3. SECTION HEADINGS

The section headings in the Terms of Use are for convenience only and have no legal or contractual effect.