Nash Customer Terms and Conditions - US

“Affiliates” means any present or future entity that controls, is controlled by, or is under common control with either Party. All references to either Party to a Services Schedule include that Party and its Affiliates.

“Authorized User” means any individual authorized by the Customer to use the Services.

“Delivery Provider” means an individual or entity that will fulfill an Order by delivering Goods to a Recipient.

“Documentation” means then-current documentation for the Services including the documents found at https://docs.usenash.com/, as may be modified by Nash from time to time. 

“Goods” means the items described in an Order that will be delivered to the Recipient.

“Interaction” or “Interactions” means communications of any type when engaging with the Nash Platform whether in the form of an email, text, or any form of electronic messaging.

“Marketplace Platform” means a technology platform operated by Customer that is integrated with the Nash Platform and that enables the exchange of information regarding Orders and related Goods between such Marketplace Platform and the Nash Platform. 

“Nash API” means the Nash application programming interface that enables the exchange of information between Nash and the Customer or a Marketplace Platform, as applicable.

“Nash Platform” means the Nash API, website, documentation, software, and any related Nash technology made available by Nash to Customer under these Terms and Conditions (including any mobile application and web-based platform, if and when developed and made available by Nash) designed to facilitate the submission and receipt of information regarding Orders and related Goods.

“Order” or “Orders” means a Query through a that converts to a dispatched delivery.

“Party” means either Nash or Customer, as applicable, and “Parties” means Nash and Customer collectively.

“Query” or “Queries” means any event in which a Customer requests for Nash to provide key parameters for Customer to evaluate a proposed delivery, whether (i) directly through the Nash Platform (ii) by submitting an API request to the Nash Platform or (iii) through a Marketplace Platform that sends the order object to or processes the order object using the Nash Platform whether or not such Order reaches a dispatched status.

“Recipient” means the individual, business, or other entity to which Goods subject to an Order will be delivered.

“Services” has the meaning set for in Section 2A below.

“Term” means the term of the provision of Services, as provided for in a Services Schedule.

A. Nash Platform. Nash will provide Customer and its Authorized Users with access to and use of the Nash Platform and related services described in these Terms and Conditions and a Services Schedule (the “Services”).
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B. Support and Service Levels. Nash will provide technical support to Customer in connection with its use of the Services 24 hours a day, 365 days a year. Support inquiries may be submitted via email (support@usenash.com), via chat on portal.usenash.com and via phone (855.607.1995). Nash will use commercially reasonable efforts to make the Services available during the term of the Agreement, 24 hours a day, 7 days a week, except for excused downtime, which means (i) planned downtime of the Services; (ii) emergency downtime of the Services; and (iii) any unavailability of the Services caused by circumstances beyond Nash’s reasonable control.
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C. Compliance with Laws. Nash shall comply with all applicable laws and regulations in connection with the performance of its obligations or exercise of its rights under the Terms and Conditions, including holding any licenses, permits or insurance that may be legally required to perform its obligations.

A. Customer Data. Customer will provide all information required to fulfill each Order processed via the Nash Platform, including the Recipient’s location, contact information and any special instructions required for fulfillment of an Order (“Customer Data”). As between the Parties, Customer is responsible for any liability arising from inaccurate or incomplete Customer Data as provided to Nash. Customer retains all right, title, and interest in and to the Customer Data. Customer hereby grants to Nash a non-exclusive, worldwide, royalty-free and fully paid-up license to access and use Customer Data: (a) during the Term to provide the Services to Customer as set forth in these Terms and Conditions, and (b) during the Term and thereafter, to create aggregated or de-identified data from the Customer Data for Nash’s lawful business purposes, including to improve the Services (including any underlying technology), provided that such aggregated or deidentified data does not identify Customer or contain any personal information (as may be defined under applicable law). Customer Data use and handling by Nash will be governed by the Nash privacy policy which can be found at https://www.nash.ai/terms/privacy-policy. 

B. License. To the extent requested and in the manner provided by the Customer, Customer grants to Nash during the Term a non-exclusive, non-transferable license to display the name, logo, branding or marks (collectively, the “Marks”) on the Nash Platform solely to provide the Services under these Terms and Conditions. 

C. Requested Delivery Requirements.  Nash will use commercially reasonable efforts to match Customer’s Orders to available Delivery Providers that are willing to comply with any requested delivery requirements.  

D. Consents. Customer is responsible for obtaining, or causing to be obtained, all consents, permissions and approvals from Recipients and, if Customer operates a Marketplace Platform, from merchants, in each case as necessary for Nash to use the Customer Data, including any consents, permissions, or approvals necessary or required by applicable law from the Recipients in each case to enable tracking, delivery and fulfillment of Orders by Nash and the applicable Delivery Providers and to otherwise use the Customer Data to provide the Services and to exercise the rights specified herein, including any consents, permissions or approvals necessary or required by applicable law from Recipients and merchants necessary to contact the Recipients and merchants and provide delivery status updates and other information regarding Orders by email, text messages, and telephone communications. 

E. Gratuities. To the extent that Recipients have the option of designating gratuities or tips when they place or accept Orders (“Tips”), Customer shall pay the entire amount of such Tips to Nash (which amount shall be identified as “Tips” or using a similar label) so that Nash may pass such Tips to the Delivery Providers who fulfill such Orders. If Customer retains a portion of Tips given by a Recipient, Recipients must be clearly informed at the time of providing the Tips what portion would be retained by Customer, and Customer warrants that all notices and policies regarding Tips are compliant with applicable law.

F. Authorized Users. Customer will be responsible for the actions of its Authorized Users. Customer will promptly notify Nash of any authorized use of, or access to, the Services of which Customer becomes aware.

G. Compliance with Laws. Customer shall comply with all applicable laws and regulations in connection with the performance of its obligations or exercise of its rights under these Terms and Conditions, including holding any licenses, permits or insurance that may be legally required to sell Goods included in Orders.

H. Conflicting Agreements. Customer represents and warrants that agreeing to these Terms and Conditions will not cause Customer to be in breach of any other agreement with a third party (“Conflicting Agreements”), including but not limited to agreements with third party delivery providers containing exclusivity or right-of-first-refusal provisions, and that Customer shall not enter into any such Conflicting Agreements during the Term.

Orders may be subject to the terms and conditions imposed on such Order by the applicable Delivery Provider, such as the Delivery Provider’s cancellation and refund policies, as well as terms of carriage (“Delivery Provider Terms”) and that the fulfillment of the applicable Order by such Delivery Provider may be contingent upon Customer’s acceptance of such terms. Customer agrees that it is solely responsible for its compliance with Delivery Provider Terms, including but not limited to the Uber Direct API Terms to the extent Customer utilizes Uber for deliveries, and that in the event of any issue related to the fulfillment of any Order, Customer will follow any support, refund, cancellation and other relevant terms, conditions and policies set forth in the applicable Delivery Provider Terms.

Fees shall be paid by Customer to Nash as specified on, and in accordance with, the Services Schedule. Customer must at all times have a valid payment method and on record with Nash or Nash’s payment processor. Any payment disputes must be submitted in good faith prior to the due date or within 30 days if paid by automatic debit. Delinquent payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by applicable law, if such amount is less than the stated rate) from the due date until paid in full. Customer will be responsible for all reasonable costs of collection delinquent amounts due Nash. The fees in the Services Schedule do not include any federal, state, local or other taxes, tariffs, duties or governmental charges applicable to the Nash Platform (collectively, “Taxes”) and Customer is responsible for the amount of any Taxes. Nash will include on its invoices, and Customer will pay any Taxes Nash is required to charge Customer. 

Either Party may terminate these Terms and Conditions or any applicable Services Schedule (i) if the other Party materially breaches these Terms and Conditions and does not cure such material breach within 30 days after the terminating Party provides notice of such breach to the other Party; (ii) if the other Party is subject to an insolvency event and the proceedings are not dismissed within 90 days; or (iii) as specified in the applicable Services Schedule. Nash may terminate these Terms and Conditions immediately if Nash reasonably believes that continued provision of any Services would violate applicable laws.

A. Access Rights. Nash grants to Customer during the Term a non-exclusive, non-transferable right to access and use the Services solely to exercise its rights and perform its obligations under a Services Schedule. 

B. Certain Restrictions. Customer will not, and shall not allow any third party: (i) make the Services available to any third party or use the Services for the benefit of anyone other than Customer; (ii) sell, resell, license, sublicense, distribute, make available, rent or lease the Services; (iii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (iv) use the Services to store or transmit malicious code; (v) attempt to circumvent or disable any security or other technological features or measures of, or otherwise gain or attempt to gain unauthorized access to, the Services or related systems or networks; (vi) permit direct or indirect access to or use the Services in a way that circumvents these Terms and Conditions; (vii) modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof; or (viii) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics, or (3) copy any ideas, features, functions or graphics.

C. Usage Data. Nash may collect and generate general performance and usage data about Customer’s use of the Services and the performance of the Services (“Usage Data”) to operate, improve, analyze, and support the Services and for other lawful business purposes. The Usage Data shall not identify Customer.

D. Feedback. Customer may choose to give feedback to Nash on the use, operation, and functionality of the Services, including information about operating results, known or suspected bugs, errors, or compatibility problems, suggested modifications, and user-desired features, functionality, or workflows (collectively, “Feedback”). Nash may use and incorporate such Feedback to improve the Services without restriction or payment to Customer. Nash will not identify Customer as the source of any such Feedback, and Nash acknowledges that all Feedback is provided on an “as is” basis and that Customer is not responsible for Customer’s use of any Feedback, including any results from such Feedback. 

E. Modifications. Nash reserves the right to modify or update the Services or any part thereof provided Nash implements the foregoing in the same manner with respect to all similarly situated Nash customers. Nothing in this section limits Nash’s ability to make changes required to comply with applicable law, address a material security risk, or avoid a substantial economic or material technical burden. 

F. Suspension. Nash reserves the right to suspend Customer’s access to the Services for any failure to comply with these Terms and Conditions or if Nash believes, in its good faith and reasonable discretion, that Customer’s use of the Services poses a risk to the security or integrity of Nash’s systems, interferes with Nash’s ability to reliably provide the Services to other customers, or may subject Nash to liability. Nash shall use reasonable efforts to notify Customer prior to suspension and shall restore access to Customer as soon as such risks no longer apply.

G. Ownership. Nash owns all right, title, and interest in and to the Services. Other than as expressly set forth in these Terms and Conditions, no license or other rights in the Services are granted to the Customer.

A. Definition. The term “Confidential Information” shall mean any business, technical or financial information or materials of a Party (“Disclosing Party”) provided to the other Party (“Receiving Party”) in connection with these Terms and Conditions that the Receiving Party knew or should reasonably know under the circumstances and/or by the nature of the information, is the confidential information of the Disclosing Party. Confidential Information does not include information that: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed to the Receiving Party in connection with these Terms and Conditions; (ii) was or becomes public domain other than by the fault of the Receiving Party; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not at the time under any obligation to maintain its confidentiality; or (iv) the Receiving Party can demonstrate by documentary records was independently developed by the Receiving Party without access to, use of or reference to any Confidential Information.

B. Use and Disclosure. The Receiving Party shall: (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations in accordance with these Terms and Conditions; (ii) except subject to its compliance with Section 8.C. (Compelled Disclosures), not disclose or permit access to Confidential Information other than to its or any of its employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors and legal advisors (“Representatives”) who need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with these Terms and Conditions, and prior to any such disclosure are bound by confidentiality and restricted use obligations consistent with the terms set forth in this section; and (iii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its Confidential Information and in no event less than a reasonable degree of care. The Receiving Party shall be responsible and liable for any breach of these Terms and Conditions by any party to which the Receiving Party gives access to Confidential Information, including its Representatives.

C. Compelled Disclosures. If the Receiving Party is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by law, the Receiving Party shall promptly notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this section and provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole expense, in opposing or seeking protective limitations on disclosure.

EXCEPT AS STATED IN THESE TERMS AND CONDITIONS, THE NASH PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NASH EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND THAT ARE NOT INCLUDED IN THESE TERMS AND CONDITIONS, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE. CUSTOMER ACKNOWLEDGES AND AGREES THAT NASH IS NOT A DELIVERY PROVIDER AND IS NOT RESPONSIBLE FOR THE PERFORMANCE OF ANY DELIVERY SERVICES, NOR RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, LOSS OF GOODS, ACTS OR OMISSIONS OF DELIVERY PROVIDERS OR RECIPIENTS, INCORRECT MERCHANT OR RECIPIENT INFORMATION, INCORRECT CUSTOMER INFORMATION, OR ANY CLAIMS, DAMAGES, PENALTIES OR OTHER LIABILITIES CAUSED BY OR RESULTING FROM ANY OF THE FOREGOING.

THE SERVICES MAY BE UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. CUSTOMER AGREES THAT NASH IS NOT RESPONSIBLE FOR ANY ISSUES OUTSIDE OF ITS REASONABLE CONTROL SUCH AS THIRD PARTY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY COMMUNICATIONS NETWORK OR SERVICE OR ANY OUTAGES OR OTHER FAILURES OR ERRORS OF ANY THIRD-PARTY SERVICES OR OTHER PROVIDERS OF INFORMATION TECHNOLOGY SERVICES WHO ARE NOT SUBCONTRACTORS OF NASH.

THE AVAILABILITY OF SUCH DELIVERY PROVIDERS MAY VARY FROM TIME TO TIME, AND THAT NASH MAKES NO REPRESENTATIONS OR WARRANTIES THAT ANY DELIVERY PARTNER IDENTIFIED BY THE NASH PLATFORM WILL MEET THE REQUESTED DELIVERY REQUIREMENTS.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THESE TERMS AND CONDITIONS FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, OR FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON TORT, CONTRACT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S MAXIMUM AGGREGATE LIABILITY RELATED TO OR IN CONNECTION WITH THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE UNDER THE APPLICABLE SERVICES SCHEDULE IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL INCIDENT GIVING RISE TO THE LIABILITY. WITHOUT LIMITING THE FOREGOING, NASH SHALL HAVE NO LIABILITY WITH RESPECT TO LATE OR DAMAGED DELIVERIES OR OTHER ACTS OF, OMISSIONS OF, OR FAILURES CAUSED BY DELIVERY PROVIDERS, INCLUDING ANY DAMAGE TO OR LOSS OF ANY GOODS CAUSED BY DELIVERY PROVIDERS.

NOTHING IN THESE TERMS AND CONDITIONS EXCLUDES OR LIMITS THE LIABILITY OF A PARTY IN RESPECT OF: (I) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS AND CONDITIONS; (II) FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY OR ANY OF ITS PERSONNEL; (IV) ANY LIABILITY FOR CUSTOMER TO PAY ANY UNDISPUTED AMOUNT ON ACCOUNT OF FEES WHICH ARE DUE AND PAYABLE UNDER THESE TERMS AND CONDITIONS; AND (V) ANY LIABILITY OF A PARTY FOR ANY BREACH OF ITS CONFIDENTIALITY IN THESE TERMS AND CONDITIONS.

Each Party (the “Indemnifying Party”) agrees to indemnify the other Party and its affiliates, and its and their respective members, managers, partners, officers, directors and employees (each individually, the “Indemnified Party”, and collectively, the “Indemnified Parties”), from and against any and all third party claims and any costs, liabilities, damages, judgments and reasonable attorneys’ fees awarded to such third party (or agreed to in a settlement with such third party) (collectively, “Losses”) asserted against or incurred by the Indemnified Parties in connection with any third-party claim or demand to the extent arising out of to (a) fraud, gross negligence, bad faith or willful misconduct of the Indemnifying Party, (b) a violation of applicable laws by the Indemnifying Party, or (c) any claim or allegation that content, materials, trademark, or technology provided by the Indemnifying Party when used as permitted under these Terms and Conditions infringes or misappropriates intellectual property rights of a third party.  Notwithstanding the foregoing, Nash will have no obligation under this section or otherwise with respect to any infringement claim based upon (x) any use of the Services not in accordance with these Terms and Conditions or as specified in the Documentation; (y) any use of the Services in combination with other products, equipment, software or data not supplied by Nash; or (z) any modification of the Services by any person other than Nash or its authorized agents. This section states Nash’s entire liability and Customer’s sole and exclusive remedy for the claims and actions described herein.

The Indemnifying Party will have the sole right to control the intake, defense and disposition of any claim or cause of action for which indemnity may be sought under this Section.  The Indemnified Party shall be permitted to have counsel of its choosing participate in the defense of the applicable claim(s), however, such counsel shall be retained at the Indemnified Party’s sole cost.  No claim for which indemnity is sought by an Indemnified Party will be settled without the Indemnified Party’s prior consent where the Indemnified Party will be required to make any admission or pay any form of settlement, and such consent will not be unreasonably delayed or withheld. The party seeking indemnification must provide the Indemnifying Party prompt notice of any claim, sole control over the defence of the claim and reasonably cooperate with the Indemnifying Party in the defence of the claim.

If any portion of the Services becomes, or in Nash’s opinion is likely to become, the subject of a claim of infringement, Nash may, at Nash’s option: (a) procure for Customer the right to continue using the Services; (b) replace the Services with non-infringing software or services which do not materially impair the functionality of the Services; (c) modify the Services so that it becomes non-infringing; or (d) terminate these Terms and Conditions and refund any fees actually paid by Customer to Nash for the remainder of the Term then in effect, and upon such termination, Customer will immediately cease all use of the Services.

A. Platform Only. Nash is not a Delivery Provider or a merchant and does not provide delivery services or engage in the purchase or sale of Goods. Nash does not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of any delivery services provided by Deliver Providers and does not guarantee or endorse the performance standards of any Delivery Provider.   Nash is not a broker, freight forwarded, motor carrier or shipper as such terms may be defined in rules or regulations issued by any government body. Customer acknowledges that the services provided by Nash are not intended to be a contract of carriage. 

B. Independent Contractors. Customer and Nash agree they are independent businesses whose relationship is governed by these Terms and Conditions. Nothing in these Terms and Conditions or the Parties’ relationship or related transactions shall create or be construed as creating an agency, fiduciary or joint venture relationship between Nash and Customer. These Terms and Conditions do not make either Party an agent, legal representative, joint venture, or partner of the other Party for any purpose.

Any dispute, claim or controversy arising out of or relating to these Terms and Conditions, including any breach, termination, enforcement, interpretation or validity thereof (a “Dispute”), shall be first addressed by the Parties privately and in good faith during a 30 day private resolution period (the “Resolution Period”) before any formal or public proceedings may be initiated. If at the end of the Resolution Period the Parties have not reached a resolution, any Dispute shall be heard and determined by arbitration in San Francisco, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on an award may be entered in any court having jurisdiction. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. These Terms and Conditions and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of California exclusive of conflict or choice of law rules. The Parties acknowledge and agree that they waive, to the fullest extent permitted under applicable law and unless provided for in these Terms and Conditions, any right that they may have to a trial by jury for a Dispute under this section. If the waiver of jury trial set forth in this section is not enforceable, then any claim or cause of action based upon or arising out of these Terms and Conditions shall be settled by judicial reference pursuant to California Code of Civil Procedure Section 638 et seq. before a referee sitting without a jury, such referee to be mutually acceptable to the Parties.  The Parties acknowledge that these Terms and Conditions evidence a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of these Terms and Conditions shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).

A. Entire Agreement.  These Terms and Conditions, the Services Schedule, and any URL terms incorporated by reference constitute the entire agreement between the Parties relating to the subject matter hereof supersedes all prior agreements and communications of the Parties, oral or written, with respect to such subject matter. 

B. Updates. Nash may make updates to these Terms and Conditions from time to time by posting notice of such changes at https://www.nash.ai/terms/us-online-terms Unless otherwise posted or as required to comply with applicable law, the changes will become effective 30 days after they are posted and unless Customer objects to such changes in writing to Nash. 

C. Survival. The following Sections will survive expiration or termination of a Services Schedule: Section 3A (Customer Data) Section 5 (Payment Terms), Section 7 (Usage Data; Feedback; Ownership), Section 8 (Confidential Information), Section 9 (Disclaimer), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 13 (Dispute Resolution, Governing Law), and Section 14 (General).

D. Assignment. Neither Party may assign these Terms and Conditions in whole or in part without the other Party’s prior written consent and any attempted assignment without such consent shall be null and void, except that either Party may assign these Terms and Conditions in connection with  a merger, acquisition, or other corporate change of control or sale of all or substantially all of such party’s assets without consent. These Terms and Conditions are binding upon, and inure to the benefit of, the permitted successors and assigns of each Party, but shall not confer any rights or remedies upon any third party. Customer agrees that Nash may subcontract certain aspects of the Services to qualified third parties, provided that any such subcontracting arrangement will not relieve Nash of any of its obligations hereunder. For clarity, the Parties agree that Delivery Providers are not subcontractors for the purposes of  these Terms and Conditions. 

E. Publicity. Neither Party may use the Marks of the other Party in publicity, press releases, announcements, or marketing materials without the prior written consent of the other Party. 

F. Force Majeure. Neither Party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

G. Waiver. Either Party’s failure to enforce any right or provision of these Terms and Conditions will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the relevant Party. Except as expressly set forth in these Terms and Conditions, the exercise by either Party of any of its remedies under these Terms and Conditions will be without prejudice to its other remedies under these Terms and Conditions or otherwise.

H. Notices.  Notifications under these Terms and Conditions may be given in writing to the other Party to the email address provided on a Services Schedule, as updated by the Parties from time to time or as otherwise provided for in these Terms and Conditions. Legal notices must be followed by a copy sent by registered mail, courier or personal delivery with proof of receipt within 2 business days of such email.

I. Export Laws. Customer shall not use, export, re-export, or transfer, directly or indirectly, the Services in violation of the U.S. export laws or regulations. Further, each Party shall comply with all relevant export laws and regulations of the U.S. (“Export Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical, or biological weapons proliferation. Each Party represents that (i) it is 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) it is not listed on any U.S. government list of prohibited or restricted parties.