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NomStreet Terms and Conditions

Last Revised: August 07, 2023

THESE TERMS AND CONDITIONS (“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN US AND YOU. PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS.

Table of Contents

  1. Our Agreement
  2. License to Use the Platform
  3. Customer Terms
  4. Vendor Terms
  5. Reviews, User Provided Content
  6. Copyright Infringement Notification & Digital Millennium Copyright Act
  7. Acceptable Use Policy
  8. Third-Party Services and Links
  9. Term and Termination
  10. Security
  11. Intellectual Property
  12. Indemnification
  13. Confidentiality
  14. Disclaimer of Warranties
  15. Limitation of Liability
  16. Nondiscrimination
  17. Waiver of Jury Trial
  18. Assignment
  19. Notice
  20. Governing Law
  21. Force Majeure
  22. Waiver
  23. Survival
  24. Severability
  25. Entire Agreement
  26. Miscellaneous Terms

Our Agreement

This Agreement is a legal contract between you and NomStreet, LLC (“we,” “us,” and “our”). All references to “you” and “your,” as applicable, mean the person who accesses, uses, and/or uses our website, mobile app, and our services (“Platform”), and each of your assigns, successors, and heirs. If you are using the Platform on behalf of an organization, your acceptance of this Agreement will be deemed acceptance by the organization, and “you” and “your” shall refer to that organization. If you access our website located at https://www.nomstreet.com, install or use our mobile application, complete our account registration process, use any other technology we supply, or access or use any information, function, feature, or service made available or enabled by us, or click or tap a button or box marked “I ACCEPT” or “I AGREE” or similar action to indicate your affirmative acceptance of this Agreement, you hereby agree to this Agreement and warrant and represent that you:

  • Have read, understand and agree to be bound by this Agreement, our Privacy Policy, any documents that incorporate this Agreement by reference, and any future amendments to this Agreement;
  • Are providing accurate, current, and complete information in your registration for your account with us and that you will keep it up-to-date;
  • Are at least 18 years of age and legally able to form a binding contract with us;
  • Have the authority to enter this Agreement personally or on behalf of any organization for whom you have created an account in our account registration process.

If you do not have the authority set forth above or do not agree to accept this Agreement, you must not accept this Agreement and may not create an account or use our services.

License to Use the Platform

We grant you a limited, non-sub licensable, non-transferable, and revocable license to use the Platform subject to your compliance with the terms and conditions of this Agreement on devices you own or control. We reserve all rights we do not expressly grant to you. You may not modify, alter, reproduce, or otherwise make the Platform available on a network where it can be accessed concurrently by multiple devices. We may revoke your license at any time at our sole discretion.

Customer Terms

  1. Our service. Our website, mobile application, and proprietary technologies (“Platform”) and services we offer allow people to locate independent Halal restaurants who have an account with our Platform (“Vendors”), local events and promotions, and order food through our Platform from participating Vendors.
  2. Your Account. You may create one account on our Platform for your personal use. You may purchase food and beverage items through the Platform from Vendors and to arrange for pick-up or delivery services for such items if applicable. You agree that any information you provide (such as your name, address, payment information, email address, phone number, and photo image) will be accurate, current, and complete at all times. We may require you to provide information and documentation to confirm your identity for account security purposes.
  3. Orders and Payment. You authorize us to charge the payment method you provided to us in your account information. Payments are final and non refundable unless we determine otherwise in our sole discretion. We have no obligation to offer you any refunds or credits. Any charge-related disputes should be addressed with the Vendor as soon as possible to determine the easiest resolution. If you pay with a credit card or debit card, you agree that we may pre-authorize your credit card before your purchase to verify you have sufficient funds available for the amount of your purchase. We and the Vendor may offer credits and refunds on a case by case basis in our sole discretion. Credits are non-transferable and have no cash value. We have the right to request further information from you to validate that you are the authorized user of the payment method or that the transaction is authorized by you. If we are unable to complete the payment for your order, or the payment is declined, we may charge any other payment method you have provided us. You may be charged for your order despite your post-order request to cancel your order depending on the status of the preparation of your order and the cost to the Vendor. You authorize us to charge your payment method for your full order amount, including taxes and fees, if you do not accept the delivery of your order, or do not pick up your order at the Vendor.
  4. Platform Only. We are only a technology provider through our Platform and are not liable for Vendor’s food preparation or safety and we do not verify their compliance with applicable law or Halal guidelines. We disclaim any and all liability, obligations, and responsibility for any purchase or transaction between you and a Vendor. Any purchases, warranties, representations, terms, conditions, interactions, and disputes associated with your purchase and such activity is solely between you and the applicable Vendor.
  5. Platform Pricing. You understand and acknowledge that the prices for items reflected on the Platform may differ from prices available on other applications, third-party websites or the physical Vendor location. Item prices are set by the sole discretion of the Vendor and may not be the lowest price at which items are sold.

Vendor Terms

  1. Vendor Location and Order Service. Our Platform provides Vendors with technology services that provide marketing, sales, and fulfillment services. The Platform provides marketing, lead generation, advertising, information services, order processing, payment processing, and other operational services. You may create an individual or company account to become a Vendor. We reserve the right to reject an application to become a Vendor that it deems not to be consistent with the intent of the platform, or for any reason, in our sole and exclusive discretion.

  2. Representations and Warranties of Vendor. You represent and warrant that: (i) you will comply with all applicable laws and regulations (including all applicable consumer protection, data protection and privacy laws, and applicable Food Safety Standards); (ii) you are duly organized, validly existing and in good standing under the laws of the jurisdiction of your origin; and (iii) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with or performing your obligations under this Agreement.

  3. Current Information. You agree to provide accurate and current information about your business in your registration and your account during the term of this Agreement. You may only use your account for the business you identify in your registration and account.

  4. Item Listing and Pricing. You agree to make food and beverage items available for purchase through the Platform during your normal business hours. You agree to accurately describe food and beverage items, including their prices. We may require you to provide further information about individual items you list on the Platform or particular sales of Items for the proper determination, calculation, collection, and remittance of sales saxes, or to comply with other applicable laws or regulations (“Supplemental Information”). Supplemental Information may include, but is not limited to: Stock Keeping Units (“SKUs”), Universal Product Codes (“UPCs”), Global Trade Item Numbers (“GTINs”), ingredients, temperature, container, weight, volume, quantities, serving/portion size, nutritional facts, inclusion of utensils, method of preparation (e.g., sliced), identity of preparer, whether the item is “ready-to-eat”, or intended use. You are solely responsible for providing requested Supplemental Information to us in a timely manner. If you fail to timely provide Supplemental Information in response to notification and request by us, we expressly reserve the right to temporarily remove affected Items from your menu on the Platform until you provide us with such Supplemental Information.

  5. Platform Management. The Platform provides tools to offer Vendor menu items and facilitate their sale. We retain the sole and exclusive control over the Platform, including the mobile app interface and user experience elements, with respect to personalization, priority of display of available options, service fees charged to customers, search functionality, display of search results, and adding or modifying or removing services or functionality offered through the Platform.

  6. Prohibited Items. You may not sell people or animals of any size, stolen goods, items containing endangered species, illegal items, dangerous items, and items we may restrict in our own discretion upon notice to you.

  7. Compliance with Law. You are responsible to store, prepare, handle, label, package, and display (on all Vendor menus including items listed on the Platform) all food and beverage items in compliance with all applicable federal, state, and local laws rules and regulations, including quality, portion, ingredient, allergen, and nutritional information (including calorie counts) disclosure and any other criteria. If an item you display on the Platform does not comply with this requirement, or contains an endangered species, we may, in our sole discretion, remove it from the Platform. You represent and warrant that you will ensure that all such information will remain current and updated during the term of this Agreement.

  8. Customer Complaints. You agree to be responsible for any substandard, undercooked, incorrect, or otherwise unsatisfactory food or beverages (including those not prepared according to the customer’s request). You agree to be responsible for any reimbursements or costs for retrieval or redelivery, including any that we may incur on your behalf. You shall pay us directly for such costs and authorize us to deduct such costs from any amounts or payments due you or may become due. You authorize us to respond to customer complaints we receive on your behalf regarding your business information, communications, and items you sold using the Platform.

  9. Limitations. You agree that we do not provide any services with respect to food or delivery and that we only provide the Platform to allow you to connect with customers to purchase items from you.

  10. Fees. You may authorize us to access all menu items, prices, item images, and sales tax calculations via your point of sale payment service provider (e.g., Square/Clover/Toast) as selected during the registration process. We will remit to you the total retail price for items sold through the Platform (including any sales tax) less any fees collected or refunds given to the customer. All purchases shall be processed directly through your payment service provider’s payment portal and all funds received shall be deposited in your merchant account according to your payment service provider’s policies and processing schedules.

    Unless mutually agreed or otherwise required by applicable law, we will not charge a Vendor any fees to use the Platform. We may charge a separate fee to feature or advertise your business on our platform. We charge a convenience fee of $0.99 to a customer per order. This fee will appear on your payment service provider’s system which will be automatically transferred to us. All fees transferred to us are final. You agree to be responsible for the processing costs on the full payment amount determined by your payment service provider.

  11. Gratuities. You agree to allow customers to provide gratuities through the Platform and comply with all applicable laws related thereto, including tax and employment laws.

  12. Vendor is the seller. You are the seller of all items on our Platform, so you are responsible to establish the retail price for each item you sell and the collection and remittance of all applicable sales taxes, including but not limited to, sales, use, transaction privilege, general excise, gross receipts, and similar taxes. Your retail price should exclude such taxes.

  13. Payments. You must provide accurate bank account information for us to remit funds to you in a timely manner. You hereby appoint us as your limited agent for payment collection for the purpose of accepting payment of the retail price of items you sell through the Platform and any sales tax we must collect using our payment processing functionality. You agree to treat payments we receive as though they were received directly by you. You authorize us to collect applicable sales taxes on your behalf based on the information you provide through the Platform and remit it to the State of Michigan as a “marketplace facilitator” on its own account, and not on your account. You agree that we may request information from you to confirm your identity in our sole discretion before we remit payment to you and may refuse to process amounts owed to Vendor if a potential breach of this Agreement or applicable law or regulation may otherwise occur.

  14. Payment Dispute. You agree that with respect to any payments or amounts due from a customer that we collect on your behalf, any disputes with respect to such amounts will be between us and you and you will not contact the customer with respect to such amounts.

  15. Ratings. You acknowledge and agree that, after receiving item(s), a customer may be prompted by us to provide a rating of such item(s) and, at such customer’s option, to provide comments or feedback related to their experience with you and the relevant item(s) on the Platform (“User Feedback”). We reserve the right to use, share, and display User Feedback in any manner in connection with our business without attribution or your approval. You acknowledge that we are distributors (without any obligation to verify) and not publishers of User Feedback, provided that we reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, violate any privacy or other applicable laws, or this Agreement.

  16. Insurance. During the Term and for one (1) year thereafter, each party will maintain Commercial General Liability and, if required by law, Worker’s Compensation insurance. The Commercial General Liability insurance policy limits will be One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury, death and property damage liability, and Two Million Dollars ($2,000,000) in aggregate. All policies will be written by reputable insurance companies with a Best’s policyholder rating of not less than A-. Such insurance will not be canceled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon a party’s request, the other party will provide evidence of the insurance required herein. In no event will the limits of any policy be considered as limiting the liability of a party under this Agreement.

  17. Independent Contractor. Our relationship with you is that of an independent contractor. Nothing in this Agreement will be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as otherwise expressly set forth above), and no party will have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, executed by an authorized representative of the other party.

  18. Media Releases. Neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Agreement or otherwise, without the prior written consent of such other party.

Reviews, User Provided Content

You may login with your Google account and navigate to the Vendor’s storefront section on our mobile application and click on “Add a Review” in order to provide feedback as well as provide a 0-5 star rating for the Vendor. You agree that any content you post on or through the platform is non-proprietary and non-confidential and we shall have no obligation to you of any kind with respect to the reviews and ratings you post.

If you would like to delete your review, you may do so by clicking on the delete button at any time. You may also contact support@nomstreet.com for additional support. We reserve the right to delete any review we deems false or defamatory without prior notice to you or the Vendor.

We may provide you with opportunities on the Platform and other means (such as push notifications and multimedia messages) to post content you create, including, without limitation, features such as favorite items, user profiles and pictures, and deals & daily specials. You represent and warrant that you own or have the right to provide all information, comments, reviews, ratings, ratings, photographs and/or other materials and/or content that you submit, upload, post, publish, and/or otherwise make available to us (“Content”) through the Platform or otherwise in connection with your use of our services, including, without limitation, information and materials provided or made available in connection with any social media (e.g., Facebook or Instagram), or other third party login or integration, including without limitation, your username and/or other user profile information such as your ratings history and textual, visual, or audio content and information, whether transmitted via the Platform, text or mobile massage or otherwise. You grant us a worldwide, irrevocable, transferable, perpetual, paid up, non-exclusive, royalty-free, sublicensable license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, and/or otherwise use Content in connection with our business and in all forms of media now known or hereafter invented.

Copyright Infringement Notification & Digital Millennium Copyright Act

We seek to comply with the Digital Millennium Copyright Act of 1998. If you believe that the

Platform contains content that infringes on your copyright, please forward the following

information to NomStreet, LLC. DMCA Agent, 1606 S. Huron St. 971574, Ypsilanti, MI 48197, or

by email to dmca@nomstreet.com.

  • Your postal address, telephone number, and email address;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of the location of an original or an authorized copy of the copyrighted

work, such as a URL;

  • A statement by you that you have a good faith belief that the disputed use is not

authorized by you, the copyright owner, its agent, or the law;

  • An electronic or physical signature of the person authorized to act on behalf of the

owner of the copyright interest; and

  • A statement by you, made under penalty of perjury, that the above information in your

notice is accurate and that you are the copyright owner or authorized to act on the

copyright owner’s behalf.

It is our policy to terminate the access rights of repeat infringers.

Acceptable Use Policy

You agree that you will not:

  • Use the Platform for unlawful purposes or attempt to use Platform for sending or storing unlawful material or for fraudulent or deceptive purposes;
  • Create multiple accounts;
  • Use another person’s account for fraudulent activity or impersonate another person, entity, company, or disguise the origin of any content you transmit through our Platform;
  • Falsely claim your order or individual items were incorrect, missing, defective, poor quality, or not delivered;
  • Engage in conduct that harms, attempts to harm, annoy, intimidate, or threatens our safety or the safety of any user, customer, supplier, vendor, contractor, Vendor or any other third party (but shall take reasonable steps to prevent such conduct from occurring);
  • Violate the rights of any third party, including infringing on any third party intellectual property rights;
  • Use the Platform to cause nuisance, inconvenience, or annoyance to any other party;
  • Use the Platform in any way that could damage, disable, overburden, or impair our servers or any of our computer networks;
  • Bypass any security features of the Platform designed to control the manner in which the Platform is used or attempt to gain unauthorized access to an account or the Platform;
  • Collect, scrape, mine, harvest, or systematically retrieve content from our website or Platform, or otherwise access our website or Platform in a manner inconsistent with individual human use;
  • Engage in threatening, abusive, defamatory, racist, sexist, or harassing behavior or any other behavior that we deem inappropriate;
  • Introduce viruses, cancelbots, trojan horses, worms, or any other harmful code into our website or the Platform.

If we determine in our sole discretion that you have breached any one of these terms, we reserve the right to suspend and/or terminate your account and your use of the Platform.

Third-Party Services and Links

We may provide you with access to third-party services and tools (such as our payment service provider, Square, and maps platform, Google Maps) or links to third-party websites that are governed by their own terms and conditions and privacy policies. We do not endorse, represent, or warrant the quality or suitability of any third-party services, tools, and websites. You agree that we provide these solely on an “as-is” and “as available” basis and that we shall have no liability for your use of these services, tools, and websites.

Term and Termination

For customers, the term of this Agreement commences when you register for and establish your account with us. You may terminate your account by using the account termination functionality on our Platform or by email at support@nomtstreet.com. We may terminate your account and this Agreement with respect to you immediately if you breach a term or condition of this Agreement. We may otherwise terminate this Agreement in our discretion upon seven (7) days prior notice to you.

For a Vendor, the term of this Agreement commences when you register for and establish your account with us and will continue for a period of one (1) year from the Effective Date (“Initial Term”) and will automatically renew for successive one (1) year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”). Either party may terminate this Agreement in the event of a material breach by the other party with two (2) days’ prior written notice thereof by the non-breaching party. Either party may terminate this Agreement at any time without cause by giving sixty (60) days’ prior written notice of termination to the other party. You may terminate your account with us by using the functionality provided through the Platform for Vendors or by emailing us at support@nomstreet.com.

Security

When you register for your account with us you will be required to establish a username and password or authenticate yourself by using your Google account information and login. You are responsible for keeping your username and password confidential and secure and agree not to share your username or password with any third parties. You are responsible for all activities connected to your account on the Platform. If you believe your account has been compromised, subjected to unauthorized transactions, or is no longer secure, you agree to immediately notify us by email at support@nomstreet.com. We will not be liable for any injury, loss, damage (including attorney’s fees and costs) of any kind arising out of your failure to notify us or for any acts or omissions by you or someone else who is using your username and password. You further agree not to bypass or attempt to bypass any security features of the Platform.

Intellectual Property

  1. Everything comprising the Platform, including web pages, graphics, photos, text, animations, and software (“Materials”) is owned by or licensed to us. The Platform is protected by copyright, trademark, trade dress, patents, and trade secrets under US law and belongs to us. You may not download any content from the Platform, including the Materials. Subject to this Agreement, we grant you a limited, non-sublicensable, non-transferable, and revocable license to access to the Platform for your own use. We may revoke this license at any time, at our sole discretion.
  2. Each party hereby grants to the other party a limited, non-exclusive and non-transferable license during the term of the Agreement to use such party’s respective trademarks (including service marks, trade names, copyrights, logos, slogans, content, media, materials, identifying symbols and indicia of the applicable party on its website or in the Platform) on a royalty-free basis, in connection with the activities and services related to this Agreement or any other activities relating to the services. Other than as specifically set forth in this Agreement, neither party will use the other party’s trademarks without the prior, express, written consent of the other party. All rights not granted are expressly reserved. Without limiting anything in the Agreement, Vendor represents and warrants that Vendor’s trademarks do not infringe, misappropriate, or otherwise violate any third party’s intellectual property or other proprietary rights. We may remove any trademarks or content that we reasonably believe may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights.
  3. You understand and agree that you may be exposed to third-party content that is objectionable, inaccurate, inappropriate for children, or otherwise unsuited to your purpose. We and our parents, subsidiaries, affiliates, and each of our officers, directors, employees, successors, assigns, business partners, designees, licensors, licensees, business partners, agents, contractors, and representatives (collectively, the “Released Parties”) will not be responsible for, and you hereby expressly release the Released Parties from any and all liability for the action of any and all third parties with respect to Your Content, or for any damages you allege to incur as a result of or relating to any third-party content.
  4. In connection with the access to and use of the Platform, you will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the Platform (except to the extent applicable law prohibits reverse engineering restrictions); (ii) provide, lease, lend, disclose, or otherwise use or allow others to use, in each case, for the direct benefit of any third party, the Platform; or (iii) possess or use, or allow the transfer, transmission, export, or re-export of any software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department’s Office of Foreign Assets Control, or any other government agency. You agree you will not (and will not allow any third party to) use the Platform or any other transactional, operational, performance or other data or information that is related to the sale of items to customers through the Platform to directly or indirectly compete with us.

Indemnification

  1. Indemnified Claims. Each Party (“Indemnifying Party”) will indemnify, defend and hold harmless the other, its affiliates and respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (i) the negligence or willful misconduct of the Indemnifying Party or its employees or agents in their performance of this Agreement; (ii) any claims that, if true, would be a breach of any of the Indemnifying Party’s representations, warranties or covenants in this Agreement; or (iii) any claims that the Indemnifying Party is infringing upon a third party’s intellectual property rights. In addition, Vendor will indemnify, defend and hold harmless the our Indemnified Parties from and against any and all Losses with respect to any third party claim arising out of or related to: (A) Vendor’s failure to provide accurate and complete descriptions or Supplemental Information on the Platform; (B) Sales tax applicable to sales of Items; (C); Vendor’s violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation, or (D) Sales Tax applicable to all sales of items (regardless of whether such Items are sold through the Platform).
  2. Procedure. We will provide you with prompt written notice of any potential claim subject to indemnification hereunder. You will assume the defense of the claim through counsel you designate, however, such counsel must be reasonably acceptable to the Indemnified Party. You will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

Confidentiality

  1. We and the Vendor have made and will continue throughout the term of this Agreement to make available to each other confidential and proprietary materials and information (“Proprietary Information”). Prospectively, each party shall advise the other of material and information that is confidential and/or proprietary. All material and information provided by us to you relating to our business, policies, procedures, customs, forms, and the Platform, including information previously divulged or delivered relating to the aforementioned subject matter is hereby designated as confidential and proprietary and shall be considered to be Proprietary Information. Each party shall maintain the confidentiality of the other’s Proprietary Information and will not disclose such Proprietary Information without the prior written consent of the other party. In addition, neither party shall use the other party’s Proprietary Information except has contemplated herein.
  2. It is understood that the obligations set forth above in this section do not apply to materials or information that (a) are already, or otherwise become, generally known by third parties as a result of no act or omission of the receiving party; (b) subsequent to disclosure hereunder are lawfully received from a third party having the right to disseminate the information without restriction on disclosure; (c) are generally furnished to others by the disclosing party without restriction on disclosure; (d) were already known by the receiving party prior to receiving them from the disclosing party and were not received from a third party in breach of that third party’s obligations of confidentiality; or (e) are independently developed by the receiving party without the use of confidential information of the disclosing party.
  3. We and Vendor each acknowledge that the disclosure of the other party’s Proprietary Information would cause substantial harm to such party that could not be remedied by the payment of damages alone. Accordingly, each party will be entitled to preliminary and permanent injunctive relief and other equitable relief for any breach or threatened breach of this Section.

Disclaimer of Warranties

EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

Limitation of Liability

WE SHALL HAVE NO LIABILITY, RESPONSIBILITY, OR OBLIGATION FOR VENDOR’S COMPLIANCE WITH FEDERAL, STATE, OR LOCAL LAWS, RULES, REGULATIONS OR STANDARDS RELATING TO THEIR BUSINESS OR DIETARY RESTRICTIONS. WE ARE NOT RESPONSIBLE FOR QUALITY OR REPRESENTATIONS MADE BY A VENDOR THROUGH THE PLATFORM. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OBLIGATIONS: (A) IN NO EVENT WILL WE BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, OR LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) OUR TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND UNDER THIS AGREEMENT WILL NOT EXCEED $1,000. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

Nondiscrimination

You may not discriminate against any customer, employee, contractor or other person or individual on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, religion, ancestry, national origin, disability, or age except that programs may target beneficial services for specific participant groups, as agreed upon between us and you. You agree that if we receive evidence of your discrimination under any of these categories, we may immediately upon notice to you.

Waiver of Jury Trial

Each party hereby waives to the fullest extent permitted by applicable law, any right it may have to a trial by jury of any arbitrable claim under this Agreement and in connection with the enforcement of an arbitral award rendered pursuant to this agreement. Each party (i) certifies that no representatives, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of such litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto have been induced to enter into this Agreement.

Assignment

You may not assign, transfer, delegate, or subcontract your obligations, in whole or in part, without our prior written consent. Any purported assignment, transfer, delegation or subcontract in violation of this section will be null and void.

Notice

All notices permitted or required to be given hereunder will be sent to the address listed below, or such other address as may be provided, and deemed duly given: (a) upon actual delivery, if delivery is by hand; or one (1) day after being sent by overnight courier, charges prepaid. Notices to us should be provided to NomStreet, LLC, Attn: Legal 1606 S Huron St 971574, Ypsilanti, Mi 48197 Notices to you may be provided to the address you provide to us.

Governing Law

This agreement shall be governed by the laws of the state of Michigan without regard to its conflicts of laws principles. Sole and exclusive venue shall be the Federal, state and local courts located in Wayne County, Michigan.

Force Majeure

Any delay in or failure by either party in the performance of this Agreement will be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement.

Waiver

The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, will not be construed as a waiver of such provision or option and will in no way affect that party’s right to enforce such provisions or exercise such option.

Survival

Sections 8, 11 and 18 shall survive the termination of this Agreement.

Severability

In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of a court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) will remain in full force and effect.

Entire Agreement

This Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and agreements, whether oral or written, relating such subject matter hereof. This Agreement may be executed electronically as set forth herein, in one or more counterparts, or by exchange of electronically signed counterparts transmitted by .pdf format, each of which will be deemed an original and all of which, when taken together, will constitute one and the same original instrument.

Miscellaneous Terms

You agree to receive calls, SMS messages and other communications, including those made available by autodialer, sent by or on our behalf. If you change or deactivate your phone number you agree to update your profile with your updated number so we do not mistakenly communicate with a third party. Your use of the Platform may incur third party fees such as those imposed by your mobile carrier for data usage.