Terms

1.Acceptance of Terms

These Terms of Service (the “Terms”) constitute a binding legal agreement between you (“you” or “your”) and Nash 1337, Inc., a Delaware corporation (“Nash 1337,” “we,” “us,” or “our”), governing your access to and use of the websites, applications, application programming interfaces, content, features, technologies, and services made available by Nash 1337 (collectively, the “Services”).

By accessing or using the Services, by clicking “I Agree,” or by taking any other action that signals acceptance, you represent that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Services.

2.Eligibility

You represent and warrant that you (a) are at least eighteen (18) years of ageand capable of forming a binding contract under the laws of your jurisdiction; (b) are not a resident of, located in, or otherwise subject to the jurisdiction of any country, region, or person subject to comprehensive sanctions administered by the United States, the European Union, the United Kingdom, or the United Nations Security Council (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Zaporizhzhia, and Kherson regions of Ukraine); (c) are not listed on any sanctions or denied-party list maintained by any governmental authority, including without limitation the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; (d) have not been previously suspended or removed from the Services; and (e) will comply with all applicable laws, regulations, and these Terms in your use of the Services.

Nash 1337 reserves the right, in its sole discretion, to refuse access to the Services or to any feature thereof to any person at any time, with or without notice.

3.Modifications to the Terms or Services

We may modify these Terms, the Privacy Policy, and any feature or aspect of the Services at any time, in our sole discretion. If we make material changes to these Terms we will provide notice, which may be by posting the updated Terms on the Services with a new effective date, by sending you an email at the address you have most recently provided, or by prompting you to re-acknowledge the updated Terms. Your continued access to or use of the Services after the effective date of the updated Terms constitutes your binding acceptance of those changes. If you do not agree, you must stop using the Services.

4.License to Use the Services

Subject to your continuing compliance with these Terms, Nash 1337 grants you a limited, personal, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services for your personal, non-commercial use, or for legitimate internal business purposes consistent with the intended use of the Services. This license terminates automatically upon any breach of these Terms.

5.Acceptable Use

You agree not to, and not to attempt to, directly or indirectly, do any of the following:

• Use the Services for any unlawful, fraudulent, harassing, defamatory, abusive, threatening, or otherwise objectionable purpose, or in violation of any applicable law, regulation, court order, or third-party right;
• Access, scrape, harvest, or collect data from the Services using any automated means (including bots, spiders, crawlers, scrapers, or screen-scrapers) except as expressly permitted by a publicly posted “robots.txt” file or with our prior written consent;
• Reverse engineer, decompile, disassemble, attempt to derive the source code of, or create derivative works from the Services or any portion thereof, except to the extent this restriction is prohibited by applicable law;
• Probe, scan, test the vulnerability of, breach, or attempt to breach the security or authentication measures of the Services or any related system, network, or infrastructure; introduce malware; or interfere with the proper operation of the Services;
• Use the Services in any manner that could disable, overburden, impair, or damage the Services, including without limitation by denial-of-service attacks, distributed denial-of-service attacks, or by sending excessive traffic, requests, or queries;
• Impersonate any person or entity, including without limitation Nash 1337 or any of its officers, employees, agents, partners, or representatives; falsely state or otherwise misrepresent your affiliation with any person or entity; or operate a fraudulent “phishing” or “scam” website, social-media account, or community resembling Nash 1337 or the Nash 1337 community;
• Use the Services to violate any applicable export-control, sanctions, anti-money-laundering, anti-terrorism-financing, counter-corruption, or know-your-customer law or regulation;
• Encourage, enable, facilitate, or knowingly permit any third party to do any of the foregoing.

6.Intellectual Property

The Services, including without limitation all content, design, layout, code, text, graphics, images, photographs, audio, video, data, databases, software, trademarks, service marks, logos, trade dress, and the selection, coordination, arrangement, and enhancement thereof (collectively, the “Nash 1337 IP”), are owned by Nash 1337, its licensors, or its content providers, and are protected by United States and international copyright, trademark, trade-secret, and other intellectual-property and proprietary-rights laws. Except for the limited license granted in Section 4, no right, title, or interest in or to any Nash 1337 IP is transferred to you. All rights not expressly granted are reserved.

7.Your Submissions and Feedback

If you submit any inquiry, message, idea, suggestion, feature request, proposal, work of authorship, or other communication to Nash 1337 (collectively, “Submissions”), you hereby grant Nash 1337 a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display the Submission for any purpose, commercial or otherwise, without notice, attribution, or compensation to you. You represent and warrant that you have all rights necessary to grant the foregoing license and that your Submission does not infringe or violate any third-party right.

8.No Financial, Legal, or Tax Advice

Nothing on the Services constitutes investment, financial, legal, tax, regulatory, or accounting advice, an offer to sell or a solicitation of an offer to buy any security or other instrument, or a recommendation to enter into any transaction. You should consult your own professional advisors before making any decision based on information you obtain from the Services.

9.Tax Responsibility

You are solely responsible for determining what taxes, if any, apply to your transactions involving the Services, and for reporting and remitting those taxes to the appropriate authority. Nash 1337 is not responsible for determining, withholding, reporting, or remitting taxes on your behalf.

10.Sanctions and Export Controls

The Services may be subject to U.S. and other export-control, anti-boycott, and sanctions laws and regulations. By using the Services you represent and warrant that you are not a person with whom Nash 1337 is prohibited from dealing under any such law, and that you will not use the Services to do or facilitate any business in or with any jurisdiction or person subject to comprehensive sanctions. You agree to comply with all applicable export-control, anti-boycott, and sanctions laws and regulations.

11.Third-Party Services

The Services may contain links to, or integrate with, third-party websites, applications, and other resources that are not owned or controlled by Nash 1337. Nash 1337 does not endorse, and is not responsible for, any third-party content or services. Your use of any third-party service is at your own risk and is subject to the terms of that third party.

12.Privacy

Our collection, use, disclosure, and protection of information in connection with the Services is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Services you acknowledge our processing of information as described therein.

13.Data Collection Acknowledgment

You expressly acknowledge and consent that, as more fully described in the Privacy Policy, Nash 1337 collects, processes, retains, and may disclose information about you, your device, your browser, your network, and your interactions with the Services. Such information may include, without limitation: your IP address and other online identifiers; your device, browser, and operating-system characteristics; your network characteristics; your fingerprintable browser attributes where you have consented; your cookies and similar identifiers; your interactions, navigation, and session data; inferences drawn from any of the foregoing; and information received from third parties.

You acknowledge and consent that Nash 1337 may use, retain, and disclose such information for the purposes described in the Privacy Policy, including security, fraud prevention, analytics, and the operation and improvement of the Services.

14.Termination and Suspension

Nash 1337 may suspend, restrict, or terminate your access to the Services, in whole or in part, at any time, in its sole discretion, with or without notice and with or without cause. Reasons may include, without limitation, your breach of these Terms, suspected fraudulent or unlawful activity, requests from law enforcement, technical or security issues, or business decisions. Upon termination, Sections 5 through 25 of these Terms shall survive.

15.Disclaimers

Without limiting the foregoing, Nash 1337 does not represent or warrant that: (a) the Services will meet your requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) any information obtained through the Services will be accurate or reliable; (d) any defects in the Services will be corrected; (e) the Services or the servers that make them available are free of viruses or other harmful components; or (f) any third-party service integrated with the Services is secure or will function as intended.

16.Limitation of Liability

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent any such exclusion or limitation is not permitted by applicable law, the limitations in this Section will apply to the fullest extent permitted.

17.Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Nash 1337, its affiliates, and its and their officers, directors, employees, agents, licensors, and suppliers (the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and disbursements) arising out of or relating to: (a) your access to or use of the Services; (b) your breach of these Terms or violation of any applicable law or third-party right; (c) any Submission you make; (d) your interaction with, or any loss sustained through, any third-party service; or (e) any tax obligation arising out of your use of the Services. Nash 1337 reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with Nash 1337 in asserting any available defenses.

18.Binding Arbitration and Class-Action Waiver

18.1 Agreement to arbitrate.You and Nash 1337 agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your relationship with Nash 1337, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before, during, or after the termination of these Terms (a “Dispute”), shall be resolved exclusively by binding individual arbitration administered by JAMS pursuant to its then-current Comprehensive Arbitration Rules and Procedures (or, where the amount in controversy does not exceed US $250,000, its Streamlined Arbitration Rules and Procedures), available at jamsadr.com. The arbitrator shall have exclusive authority to resolve any Dispute, including any claim that all or any part of these Terms or this Section 18 is unenforceable, void, or voidable.

18.2 Pre-arbitration notice and informal resolution.Before initiating arbitration, you and Nash 1337 agree to attempt to resolve any Dispute informally for at least sixty (60) days. To start the informal-resolution process, the party initiating the Dispute must send the other party a written notice describing the Dispute, the specific relief sought, and a good-faith proposal for resolution (a “Notice of Dispute”). Notices to Nash 1337 should be sent to legal@nash1337.com and by certified mail to the address in Section 25. Notices to you will be sent to the email address most recently provided to Nash 1337.

18.3 Seat and venue. The seat of arbitration shall be San Francisco County, California. Hearings may be conducted in person at that seat, by telephone, by videoconference, or by submission of documents, as determined by the arbitrator.

18.4 Class, collective, and representative actions waived. You and Nash 1337 agree that any Dispute shall be conducted only on an individual basis and not in a class, consolidated, or representative action. You and Nash 1337 each waive any right to a jury trial.The arbitrator may not consolidate any other person’s claims with yours, may not preside over any form of representative or class proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this Section 18.4 with respect to a particular claim or request for relief, that claim or request shall be severed and shall proceed in a court of competent jurisdiction in the venue identified in Section 19; all other claims and requests shall be arbitrated.

18.5 Mass-arbitration protocol.If twenty-five (25) or more similar claims are filed against Nash 1337 in arbitration represented by the same or coordinated counsel within a ninety (90)-day window, you and Nash 1337 agree that the claims shall be administered together in batches as a mass arbitration under JAMS’ mass-arbitration procedures, with bellwether proceedings of up to ten (10) cases per side, and that the limitations periods on the remaining claims shall be tolled during the bellwether process.

18.6 Fees.The party initiating arbitration shall pay the applicable JAMS filing and arbitrator’s fees; provided, however, that if you are a consumer and you demonstrate that those fees would be prohibitively expensive, Nash 1337 will pay any portion of the fees the arbitrator determines is necessary to prevent the arbitration from being cost-prohibitive. Each party shall bear its own attorneys’ fees and costs, except as may be awarded by the arbitrator under applicable law.

18.7 Exceptions. Notwithstanding the foregoing, either party may bring an individual action in a small-claims court of competent jurisdiction, or may seek injunctive or equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual-property or proprietary rights.

18.8 Thirty-day right to opt out. You have the right to opt out of this arbitration agreement by sending written notice of your decision to opt out to legal@nash1337.com within thirty (30) days after you first accept these Terms. Your notice must include your name, mailing address, email address, and a clear statement that you wish to opt out of arbitration. If you opt out, you and Nash 1337 will not be bound by this Section 18, except for Section 18.4 (class-action waiver), which will remain in full force and effect to the extent permitted by applicable law.

18.9 Survival. This Section 18 shall survive the termination of these Terms and of your relationship with Nash 1337.

19.Governing Law and Venue

These Terms and any Dispute arising out of or relating to them or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to Section 18, you and Nash 1337 consent to the exclusive personal jurisdiction and venue of the state and federal courts located in San Francisco County, California and Northern District of California for any judicial proceeding that is not subject to arbitration under Section 18, and you waive any objection to such venue.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

20.Force Majeure

Nash 1337 shall not be liable for any failure or delay in performance arising out of or relating to any cause beyond its reasonable control, including without limitation acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, network outages, denial-of-service attacks, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

21.Assignment

You may not assign or transfer these Terms or any of your rights or obligations under them without the prior written consent of Nash 1337, and any attempted assignment in violation of this Section is void. Nash 1337 may assign these Terms, in whole or in part, in its sole discretion, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.

22.Severability and Survival

If any provision of these Terms is held to be unlawful, void, or unenforceable, that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Provisions that by their nature should survive termination of these Terms shall survive.

23.Entire Agreement

These Terms, together with the Privacy Policy and any other policies or notices referenced herein, constitute the entire agreement between you and Nash 1337 with respect to the subject matter hereof, and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter.

24.Notice

We may provide you with notices, including those regarding changes to these Terms, by posting on the Services, by email at the address most recently provided to us, or by other reasonable means. Notice will be effective when posted or sent. You may provide notice to us by email at legal@nash1337.com or by certified mail to the address in Section 25.

25.Contact Us

For any questions about these Terms, please contact us at: