Platform Agreement

By utilizing the Nash Platform or indicating consent to these Nash Marketplace Customer Terms of Service (the "Terms"), you acknowledge agreement to all terms and provisions. Nash Technologies, the Nash Platform provider, is "Nash." You are "Customer." Nash and Customer are collectively "the Parties." If you represent an organization, you warrant authorization to agree on its behalf. UK-based merchants must also agree to Uber UK's Direct Merchant Agreement General Terms as a delivery condition.

PLEASE READ CAREFULLY: THESE TERMS CONTAIN BINDING ARBITRATION PROVISIONS AFFECTING LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE ARBITRATION AGREEMENT REQUIRES SUBMITTING CLAIMS TO BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY — NOT IN CLASS ACTIONS — AND MAY PREVENT JURY TRIALS OR COURT RESOLUTION.

1. Definitions

Delivery Provider: Individual or entity fulfilling Orders by delivering Goods to Recipients.

Goods: Items in Orders for delivery to Recipients.

Marketplace Customer: Defined in Section 3(C).

Marketplace Platform: Third-party technology integrated with Nash Platform enabling Order and Goods information exchange. Operated by Customer or third parties.

Merchant: Business placing Orders for Goods delivery to Recipients. When Customer places Orders directly via Nash Platform, "Merchant" includes Customer.

Nash API: Application programming interface enabling information exchange between Nash and Customer or Marketplace Platform.

Nash Platform: Nash API, website, documentation, software, and related technology (including mobile applications and web platforms) facilitating Order submission and information receipt.

Order: Any event where Merchants request Nash pricing for proposed delivery, whether directly through Nash Platform, API request, or Marketplace Platform submission.

Party / Parties: Nash or Customer individually/collectively.

Recipient: Business or entity receiving Goods subject to Orders.

2. Nash Responsibilities

A. Nash Platform.

Nash makes applicable Nash Platform portions available to Customer for exchanging Order information and processing Orders per these Terms and current Nash policies on the platform and documentation.

B. Support and Service Levels.

Nash provides technical support via email and phone during 8:00 a.m.–8:00 p.m. Pacific Time ("Support Hours"), provided Customer first attempts independent resolution and cooperates reasonably with support staff. Help desk tickets: support@usenash.com. Nash uses commercially reasonable efforts maintaining 24/7 Nash Platform availability, except excused downtime including: (i) planned downtime between midnight–3:00 a.m. Pacific (with advance notice); (ii) emergency downtime; or (iii) unavailability from circumstances beyond reasonable control.

C. Integration.

Upon reasonable request, Nash cooperates integrating Customer systems and Marketplace Platform systems with Nash API and other Nash Platform elements.

3. Customer Responsibilities

A. Order Information.

Customer provides all required Order fulfillment information, including Recipient address, contact information, and special instructions. If Customer operates Marketplace Platforms receiving Merchant Order information, Customer promptly provides unaltered information to Nash via Nash API or agreed Nash Platform element. Customer bears liability for inaccurate or incomplete Order information.

B. Requested Delivery Requirements.

Nash uses commercially reasonable efforts matching Orders to Delivery Providers willing complying with Requested Delivery Requirements. However, availability varies; Nash makes no representations or warranties that identified Delivery Providers meet Requested Delivery Requirements.

C. Consents.

Customer obtains or causes obtaining all necessary consents, permissions, and approvals from Recipients and, if operating Marketplace Platforms, from Merchants. These enable Nash to use Order, contact, and other information for tracking, delivery, and fulfillment, including email, text, and telephone communications. Exception: If Customer is a "Marketplace Customer" with Nash-Merchant agreements, Merchants obtain these consents.

D. Gratuities.

When Recipients designate gratuities/tips ("Tips"), Customer pays entire amounts to Nash (labeled "Tips" or similarly) for Nash passing to fulfilling Delivery Providers. Customer may retain portions for staff/personnel if Recipients were clearly informed of retention amounts at tip provision — provided compliance with applicable law and warranted notice provision when retaining Tips. Nash bears no responsibility for Delivery Provider tip payments Customer doesn't promptly pay Nash.

E. Pass-Through Terms.

When Customer makes Nash Platform available to Merchants lacking direct Nash contractual relationships, Customer enters Merchant Agreements with such Merchants including terms protecting Nash at least equally to these Terms before platform access.

F. Non-Solicitation.

During Nash Platform use and one year after, Customer doesn't initiate, accept, or provide similar services to/from Merchants using Nash Platform or Delivery Providers providing delivery services.

G. Compliance with Laws.

Customer complies with all applicable laws/regulations performing obligations or exercising rights here, including holding legally required licenses, permits, or insurance for Order product sales.

H. Conflicting Agreements.

Customer represents/warrants executing this Agreement doesn't breach third-party agreements ("Conflicting Agreements"), including delivery provider exclusivity or right-of-first-refusal provisions, and won't enter such Conflicting Agreements during the Term.

4. Delivery Terms

Orders may be subject to Delivery Provider terms/conditions, including cancellation/refund policies and terms of carriage ("Delivery Provider Terms"). Order fulfillment contingency on Customer accepting such terms is possible. Customer acknowledges sole responsibility for Delivery Provider Terms compliance, including Uber Direct API Terms if using Uber, and following support, refund, cancellation, and other relevant Delivery Provider terms, conditions, and policies for Order fulfillment issues.

5. Payment

Customer acknowledges agreement to Nash Payment Terms covering ACH and credit card use authorization. Beyond Delivery Provider fees, Customer pays all fees Nash presents conspicuously, including platform fees, service fees, catering and task-specific fees, and Nash delivery orchestration fees (calculated per Order).

Customer pays all non-disputed invoice fees timely. Disputes/questions: accounting@usenash.com.

Customer provides accurate, complete payment information (credit card, debit card, or ACH — "Payment Method") enabling Nash charging for amounts due. Payments charge per Customer's Nash account creation schedule or as Parties agree. By providing Payment Method, Customer authorizes Nash and payment processors collecting, storing, transferring, and charging the Payment Method at Nash-determined schedules for Nash Delivery Fees and additional fees/taxes/surcharges.

If primary Payment Method is expired, invalid, or unchargeable, Nash may use secondary account Payment Methods. Nash reserves feature/product/component access revocation rights if unable charging Payment Methods for due amounts. Customer charges are final/non-refundable unless Nash determines otherwise. Nash may use third-party payment processors billing through linked account Payment Methods.

Stripe Processing. Nash uses Stripe, Inc. and affiliates ("Stripe") as third-party payment processor. Services follow Stripe terms and Global Privacy Policy — collectively "Stripe Agreements." By agreeing to these Terms, Customer agrees Stripe Agreements binding as Stripe modifies them. Customer authorizes Stripe storing and continuing Payment Method billing after expiration preventing interruptions. Contact Stripe for details.

Nash assumes no liability/responsibility for Customer payments. Customer must provide/maintain current, complete, accurate Payment Methods and warrant legal right using such methods. Nash reserves correcting payment processor errors/mistakes even after payment requests/receipt. If Nash through Payment Processor doesn't receive Customer payment, Customer pays all due account amounts upon demand. Customer authorizes repeat charges if initial attempts fail. Failed/rejected payments (ACH debits or card charges — not attributable to Company) accrue 10% per annum interest from scheduled debit dates.

6. Term and Termination

A. Term and Termination.

Customer may cease Nash Platform use anytime without notice or terminate via written Nash notice. Nash may terminate anytime or suspend Customer Nash Platform use and remove/discard platform content for any reason, including non-use or Terms violation/inconsistency in letter or spirit. Suspected fraudulent, abusive, or illegal activity may be referred to law enforcement. Nash may discontinue Nash Platform or parts thereof anytime, with/without notice, at sole discretion. Customer acknowledges termination effects without prior notice and Nash may immediately deactivate/delete Customer accounts and related information/files. Customer agrees Nash bears no termination liability.

B. Effect of Termination.

Upon Terms expiration/termination: (i) Receiving Parties promptly return Disclosing Parties' Confidential Information or destroy it (per Section 9(A) definitions); (ii) Customer pays outstanding Nash fees; and (iii) Section 6(B) and Sections 5, 8–19 survive expiration/termination in full force/effect for contemplated periods where applicable.

7. Use of Nash Platform

A. License.

Nash grants Customer non-exclusive, non-transferable license accessing/using Nash Platform solely exercising rights/performing obligations under these Terms during Agreement terms.

B. Certain Restrictions.

Customer doesn't, and doesn't permit third parties including personnel to: (i) make Nash Platform available to third parties or use Platform benefiting anyone except Customer unless expressly permitted; (ii) sell, resell, license, sublicense, distribute, make available, rent, or lease Nash Platform; (iii) use Platform storing/transmitting infringing, libelous, unlawful, tortious, or third-party privacy-violating material; (iv) store/transmit malicious code; (v) circumvent/disable security or technological Nash Platform features/measures or gain unauthorized access to Platform or related systems/networks; (vi) permit direct/indirect Nash Platform access circumventing these Terms; (vii) modify, copy, or create derivative Nash Platform works or parts/features/functions/user interfaces; or (viii) except where applicable law permits, disassemble, reverse engineer, or decompile Nash Platform or access building competitive products/services using similar ideas/features/functions/graphics or copying ideas/features/functions/graphics.

C. Modifications.

Nash reserves modifying, suspending, or discontinuing Nash Platform or parts thereof, implementing such changes identically for all similarly situated Nash customers.

D. Suspension.

Nash may suspend all/partial Nash Platform access (including Nash API) on Terms violations or Platform use causing/possibly causing harm to Nash, Merchants, Recipients, or third parties. Nash notifies Customer of suspensions.

E. Ownership.

Nash owns all right, title, and interest in Nash Platform. Neither Nash nor Customer obtain Goods ownership under these Terms.

8. Confidential Information

A. Definition.

"Confidential Information" means any business, technical, or financial information/materials of a Party ("Disclosing Party") provided another ("Receiving Party") that Receiving Parties knew/should reasonably know circumstances/information nature-wise is Disclosing Party confidential information. Confidential Information excludes information: (i) rightfully known Receiving Parties without use/disclosure restrictions before Terms disclosure; (ii) rightfully becoming public domain (not Receiving Party fault); (iii) received non-confidentially from third parties Receiving Parties knew weren't under confidentiality obligations; or (iv) Receiving Parties demonstrate documentary records independently developed without Confidential Information access/use/reference.

B. Use and Disclosure.

Receiving Parties: (i) don't access/use Confidential Information except exercising rights/performing obligations per these Terms; (ii) except Section 8(C) compliance, don't disclose/permit Confidential Information access except to employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors, and legal advisors ("Representatives") needing such information for rights exercises/obligation performance, bound by written confidentiality/restricted use obligations protecting Confidential Information at least like this Section; and (iii) safeguard Confidential Information from unauthorized use/access/disclosure using care degrees protecting most/similarly sensitive information — never less than reasonable care.

C. Compelled Disclosures.

If Receiving Parties are legally compelled Confidential Information disclosure, they promptly notify Disclosing Parties in writing enabling protective order seeking/other remedies or right waivers under this Section 8 and provide reasonable Disclosing Party assistance (Disclosing Party sole expense) opposing/seeking disclosure protective limitations.

9. Disclaimer

THE NASH PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." NASH EXPRESSLY DISCLAIMS ANY WARRANTIES — EXPRESS, IMPLIED, OR STATUTORY — INCLUDING MERCHANTABILITY, PARTICULAR PURPOSE FITNESS, OR NON-INFRINGEMENT WARRANTIES/CONDITIONS. CUSTOMER ACKNOWLEDGES NASH IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, GOODS LOSS, DELIVERY PROVIDER/RECIPIENT ACTS/OMISSIONS, INCORRECT MERCHANT/RECIPIENT/CUSTOMER INFORMATION, OR CLAIMS/DAMAGES/PENALTIES/LIABILITIES CAUSED BY/RESULTING FROM FOREGOING. CUSTOMER ACKNOWLEDGES NASH PLATFORM OCCASIONAL MAINTENANCE/OTHER REASON UNAVAILABILITY AND AGREES NASH BEARS NO INTERRUPTION LIABILITY, ISN'T RESPONSIBLE FOR COMMUNICATIONS NETWORK/SERVICE TECHNICAL MALFUNCTIONS/PROBLEMS, THIRD-PARTY HOSTING PROVIDER/INFORMATION TECHNOLOGY SERVICE OUTAGES/FAILURES.

10. Limitation of Liability

NASH BEARS NO LIABILITY TO CUSTOMER UNDER THESE TERMS FOR LOST PROFITS, LOST REVENUES, GOODWILL HARM, OR SIMILAR OR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER TORT, CONTRACT, OR OTHER LEGAL THEORY-BASED, WHETHER OR NOT NASH WAS ADVISED SUCH DAMAGES POSSIBILITIES. NASH'S MAXIMUM AGGREGATE LIABILITY RELATING TO/CONNECTING WITH THESE TERMS DOESN'T EXCEED TOTAL AMOUNTS PAID/PAYABLE UNDER THESE TERMS IN 12-MONTH PERIODS IMMEDIATELY PRECEDING INITIAL LIABILITY-GIVING INCIDENTS. WITHOUT FOREGOING LIMITATIONS, NASH BEARS NO LATE/DAMAGED DELIVERY LIABILITY OR OTHER DELIVERY PROVIDER ACTS/OMISSIONS/FAILURES, INCLUDING GOODS DAMAGE/LOSS.

11. Indemnification

Customer indemnifies Nash, affiliates, members, managers, partners, officers, directors, and employees ("Nash Indemnitees") from/against claims, costs, liabilities, damages, judgments, and reasonable attorneys' fees (collectively "Losses") asserted against/incurred by Nash connecting third-party claims/demands arising from/relating to: (a) Customer fraud, gross negligence, bad faith, or willful misconduct; (b) Customer applicable laws/regulations violations; (c) Customer third-party intellectual property rights infringement/misappropriation; or (d) Customer Terms breaches.

12. Relationship of the Parties

A. Platform Only.

Nash Platform is web-based technology connecting Customer, Merchants, and Delivery Providers as described. Nash isn't Broker, Freight Forwarder, Motor Carrier, or Shipper per Federal Motor Carrier Safety Administration or other governmental rules/regulations. Customer acknowledges Nash services aren't contract carriage per 49 U.S.C. § 13102(4), § 14101(b), or similar statutes/regulations.

B. Independent Contractors.

Customer and Nash agree they're independent businesses governed by these Terms. Nothing here / Parties' relationships / related transactions creates/construes agency, fiduciary, or joint venture relationships between Nash and Customer. These Terms don't make either Party agent, legal representative, joint venture, or partner for any purpose.

13. Modifications to these Terms

Customer agrees Nash may modify these Terms periodically. Material Terms changes result in Nash electronic mail, Nash Platform notices, or other communication. Terms changes take effect on (i) earlier dates Customer accepts new terms using Nash Platform after notice receipt or otherwise or (ii) 30 calendar days following Customer notice receipt.

14. Dispute Resolution by Binding Arbitration

Please read carefully — this affects your rights.

A. Agreement to Arbitrate.

This Dispute Resolution by Binding Arbitration section ("Arbitration Agreement") means disputes/claims arising/potentially arising between you and Nash — whether from these Terms (including alleged breaches), Services, advertising, or relationship/transaction aspects — resolve exclusively through final binding arbitration rather than courts, per this Arbitration Agreement terms, except individual small claims court assertions (if qualifying). This doesn't preclude federal/state/local agency issue assertions — such agencies may seek legal relief against us per law. You agree entering these Terms means you/Nash waive jury trial rights/class action participation rights. Neutral arbitrators determine rights — not judges/juries. Federal Arbitration Act governs this Arbitration Agreement interpretation/enforcement.

B. Prohibition of Class and Representative Actions and Non-Individualized Relief.

YOU AND NASH AGREE EACH BRINGS CLAIMS ONLY INDIVIDUALLY — NOT AS CLASS PLAINTIFFS/MEMBERS OR REPRESENTATIVE ACTION/PROCEEDING PARTICIPANTS. UNLESS YOU/NASH AGREE OTHERWISE, ARBITRATORS MAY NOT CONSOLIDATE/JOIN MULTIPLE PERSONS'/PARTIES' CLAIMS AND MAY NOT PRESIDE OVER CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING FORMS. ARBITRATORS MAY AWARD RELIEF (MONETARY, INJUNCTIVE, DECLARATORY) ONLY FAVORING INDIVIDUAL RELIEF-SEEKING PARTIES AND ONLY NECESSARILY PROVIDING INDIVIDUAL CLAIM(S) RELIEF — except you may pursue public injunctive relief claims/arbitrators may award per applicable law enforceability requirements.

C. Pre-Arbitration Dispute Resolution.

Nash prefers amicable, efficient dispute resolution — most customer concerns resolve quickly/satisfactorily via support@usenash.com. Unsuccessful efforts mean dispute-seeking Parties send certified mail written Dispute Notices ("Notice") to other Parties. Nash Notice addresses: Nash Technologies, Inc., 2261 Market Street #4286, San Francisco CA 94114 ("Notice Address"). Notices describe claim/dispute nature/basis and specify relief sought. If Nash/you don't resolve claims within 60 calendar days following Notice receipt, you/Nash commence arbitration. Arbitration settlement offer amounts don't disclose to arbitrators until determinations regarding entitlements.

D. Arbitration Procedures.

American Arbitration Association ("AAA") neutral arbitrators conduct arbitration per AAA rules/procedures, including AAA Consumer Arbitration Rules (collectively "AAA Rules"), modified by this Arbitration Agreement. AAA information: http://www.adr.org. AAA Rules/consumer dispute fees: https://www.adr.org/consumer. AAA Rules/Arbitration Agreement term inconsistencies mean Arbitration Agreement terms control unless arbitrators determine inconsistent Arbitration Agreement term application wouldn't result fundamentally fair arbitration. Arbitrators follow these Terms provisions like courts would. Arbitrators decide all issues — including scope, enforceability, arbitrability. Arbitration proceedings, simpler/more streamlined than trials/judicial proceedings, allow arbitrators awarding same individual damages/relief courts award per these Terms/applicable law. Arbitrator decisions enforce in courts, overturnable only for limited reasons. Unless Nash/you agree otherwise, arbitration hearings occur reasonably convenient Parties locations considering travel ability/other pertinent circumstances. Parties unable agreeing on locations have AAA-made determinations. Claims ≤$10,000 mean you choose arbitrations conducted solely via documents, telephonic hearings, or in-person hearings per AAA Rules. Claims >$10,000 have hearing rights per AAA Rules. Regardless of arbitration manner, arbitrators issue reasoned written decisions explaining essential findings/conclusions on which awards base.

E. Costs of Arbitration.

AAA Rules govern all filing, administration, and arbitrator fees ("Arbitration Fees") payments unless this Arbitration Agreement otherwise provides. ≤$75,000 relief values mean Nash pays all Arbitration Fees on your request. >$75,000 relief values and you demonstrate arbitrators economic inability paying Arbitration Fees portions or arbitrators determine you shouldn't pay portions mean Nash pays your portions. Arbitration cost demonstrations being prohibitive versus litigation costs mean Nash pays arbitrator-deemed necessary Arbitration Fee amounts preventing cost-prohibitive arbitrations. AAA Rules govern attorneys' fees payments.

F. Confidentiality.

All arbitration proceeding aspects and arbitrator rulings/decisions/awards remain strictly confidential for all parties' benefit.

G. Severability.

If courts/arbitrators decide any Arbitration Agreement term/provision (except subsection (b) "Prohibition of Class and Representative Actions and Non-Individualized Relief") is invalid/unenforceable, Parties agree replacing such term/provision with valid/enforceable terms/provisions expressing invalid/unenforceable term/provision intentions most closely, and this Arbitration Agreement becomes enforceable as modified. If courts/arbitrators decide any subsection (b) "Prohibition of Class and Representative Actions and Non-Individualized Relief" provisions are invalid/unenforceable, this entire Arbitration Agreement becomes null/void unless deeming provisions invalid/unenforceable solely respecting public injunctive relief claims. Remaining Terms continue applying.

H. Future Changes to Arbitration Agreement.

Notwithstanding any Terms provision otherwise, Nash agrees that if future Arbitration Agreement changes occur (except Notice Address changes) while you're Service users, you may reject changes via written Notice within 30 calendar days to provided Notice Addresses. By rejecting changes, you agree arbitrating any disputes per this Arbitration Agreement language from initial Terms acceptance dates (or any subsequent Terms acceptance dates).

15. General

These Terms constitute entire Parties agreements regarding subject matters, superseding all prior Parties oral/written agreements/communications. Customer may not assign these Terms wholly/partially without prior written Nash consent — unauthorized assignments become null/void. These Terms bind/benefit Parties' permitted successors/assigns but don't confer third-party rights/remedies. Nash doesn't represent Nash Platform appropriateness/availability in Customer jurisdictions. Customer choosing Platform access does so on own initiative/is responsible for applicable local/state/federal laws/rules/regulations compliance.

16. Publicity

While Customer uses Nash Platform, Customer agrees Nash may use Customer names, logos, marks ("Marks") on Nash websites/marketing materials solely identifying Customer as current customers and grants Nash limited worldwide, revocable, fully paid, non-sublicensable licenses using marks solely for this limited purpose.

17. Data Protection

Nash acknowledges Customer may share certain individual personal information ("Personal Information") with Nash in Platform use courses and acknowledges/agrees Nash only acts as processor — or vendor — regarding such Personal Information, having no independent Personal Information use/share rights beyond service performance for Customer per this Agreement or Customer written requests.

Notwithstanding foregoing: Customer acknowledges Uber UK requires all UK merchants agreeing Uber becomes co-controller of Customer data Uber UK receives providing deliveries per Uber UK's Direct Merchant Agreement General Terms, and Customer hereby agrees Uber UK co-controller status for Customer data extents where Customer is UK-based merchants.

18. Governing Law and Venue

Except otherwise provided, these Terms follow California State laws without conflict of laws provisions regard. Non-arbitration dispute/claim Customers hereby agree submitting to Northern District of California state/federal courts' personal/exclusive jurisdiction.

19. Waiver of Rights

Nash's right/provision non-enforcement doesn't constitute such right/provision waiver. Right/provision waivers only take effect via writing signed by duly authorized Nash representatives. Except these Terms expressly set forth cases, either Party remedies exercises under these Terms don't prejudice other remedies under these Terms/otherwise.

20. General Prohibitions

Customer agrees against:

• Using, displaying, mirroring, or framing Nash Platform or individual Nash Platform elements, Nash names, trademarks, logos, or proprietary information, or page/form layouts without express written Nash consent;
• Using Nash Platform violating federal/state/local/international laws/regulations, including data/software export-related laws to/from US/other countries;
• Accessing, tampering with, or using non-public Nash Platform areas, Nash computer systems, or Nash provider technical delivery systems;
• Impersonating/attempting impersonating Nash, Nash employees, contractors, agents, other Users, or any persons/entities;
• Attempting probing, scanning, or testing Nash system/network vulnerabilities or breaching security/authentication measures;
• Avoiding, bypassing, removing, deactivating, impairing, descrambling, or otherwise circumventing Nash/Nash providers/other third parties (including other Users) technological Nash Platform protection measures;
• Using robots, spiders, or other automatic device/process/means accessing Nash Platform for monitoring/copying platform materials;
• Attempting gaining unauthorized Nash Platform access, causing disruption/interference, or damaging Nash Platform, connected servers/computers/databases;
• Attempting deciphering, decompiling, disassembling, or reverse engineering Nash Platform (including Apps) or Nash Platform operation software;
• Collecting/storing Nash Platform personally identifiable information; and/or
• Encouraging/enabling others doing foregoing.

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