Nesterly - Homeshare with Another Generation

Nesterly, Inc. Terms of Use

Last Updated: April 7, 2018

IMPORTANT NOTICE: please read these terms carefully, they constitute a contract and contain a binding arbitration provision and a class action waiver that affects your legal rights and remedies as detailed in the section titled BINDING ARBITRATION AND CLASS ACTION WAIVER BELOW. PLEASE READ CAREFULLY.

WELCOME TO NESTERLY

We are Nesterly, Inc., together with its subsidiaries, affiliates and related entities ("Nesterly" or the "Company), and we are a platform and a community that helps connect households who have spare space (whom we call "Hosts") with people seeking a place to stay for longer than a month who may interested in helping around the house in exchange for attractive rent (whom we call "Guests"). We are not a short-term rental platform, but instead a homesharing platform that strives to make intergenerational homesharing safer, more transparent, and easy. We do this via our website located at https://nesterly.io, through our computer and mobile apps, which may also be available through third parties, and all of which we collectively refer to in these Terms of Use as the "Nesterly Platform" or our "Services."

ACCEPTANCE OF THESE TERMS

This Terms of Use Agreement, including the BINDING ARBITRATION AND CLASS ACTION WAIVER, together with the PRIVACY POLICY, and the SUBSCRIPTION TERMS govern your access to, use of, and participation in the Nesterly Platform and are collectively referred to as the "Terms." You also agree to review the full set of key PRIVACY POLICY that govern your use of the Nesterly Platform and interactions with you and third parties. Your agreement with us depends upon how you use the Nesterly Platform, either as a Host, as a Guest, or both. By accessing or using the Nesterly Platform, you agree to be bound to these Terms. We encourage you to print out a copy of these Terms for your review and records, however, if you would like to receive a hard copy of them, please send an email to hello@nesterly.io.

MODIFICATIONS

Nesterly reserves the right, in its sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice. If we do, we will notify you of changes by posting them on the Terms pages on the Nesterly Platform, by sending you a message through the Nesterly Platform or by SMS, or otherwise notifying you. Amendments will become effective not earlier than thirty (30) days after they are posted on the Nesterly Platform or when you are logged into your account or are otherwise notified. Your use of the Nesterly Platform after the expiration of the thirty (30) day notice period shall constitute your consent to the changes. If you do not agree to these Terms, including as amended from time-to-time, we will be sad to see you go, but your only recourse is to stop using the Nesterly Platform or Services.

ELIGIBILITY AND USE OF THE NESTERLY PLATFORM

Access to and use of the Nesterly Platform is available only to individuals who are at least 18 years old and who can form legally binding contracts under applicable law. By accessing or using the Nesterly Platform, you represent and warrant that you are eligible and have the capacity to enter into contracts.

Except where otherwise agreed to in writing, you acknowledge and agree that Nesterly is not in the business of providing homesharing services. THE NESTERLY PLATFORM IS AN ONLINE PLATFORM THROUGH WHICH HOSTS MAY CREATE LISTINGS FOR HOMESHARING, AND GUESTS MAY LEARN ABOUT AND BOOK HOMESHARING DIRECTLY WITH HOSTS. YOU UNDERSTAND AND AGREE THAT NESTERLY IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN HOSTS AND GUESTS, NOR IS NESTERLY A PROVIDER, A REAL ESTATE BROKER, AGENT OR INSURER. NESTERLY HAS NO CONTROL OVER THE CONDUCT OF HOSTS, GUESTS, AND OTHER USERS OF THE NESTERLY PLATFORM OR ANY ACCOMMODATIONS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. NESTERLY DOES NOT ENDORSE ANY MEMBER, EITHER DIRECTLY OR INDIRECTLY, INCLUDING THROUGH ANY MATCHING SERVICES, AND EACH NESTERLY USER IS RESPONSIBLE FOR UNDERTAKING WHATEVER INVESTIGATION DEEMED APPROPRIATE WITH REGARD TO ANY INTERACTIONS OR AGREEMENTS BETWEEN USERS. FOR MORE INFORMATION, PLEASE READ THE DISCLAIMER AND LIMITATION OF LIABILITY SECTIONS BELOW.

Users of the Nesterly Platform, including Hosts and Guests, understand and agree that they are users of Nesterly, and are not Nesterly employees, joint venturers, partners, or agents. Hosts acknowledge that they set or confirm their own prices, provide their homesharing accommodations according to their own schedule and homesharing rules, and determine other material terms under which accommodations may be offered to Guests for longer than one month. Users of the Nesterly Platform acknowledge and agree that Nesterly does not control, and has no right to control, Hosts or Guests or homesharing accommodations.

Nesterly does not currently conduct identity verification and background investigations (including criminal background) on all its members and does not attempt to verify the statements made by Hosts or Guests in their profiles or other online communications. Nesterly reserves the right, but not the obligation, as permitted by applicable laws, to obtain reports based on publicly available information, from authorized third party vendors, which may include history of criminal convictions or sex offender registry registration, and may (in its sole discretion) limit, block, suspend, deactivate, or cancel a Host or Guest's account based on the results of such a check. As a Guest or Host, you expressly acknowledge and agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports from Nesterly’s vendors should it determine to perform such verifications or checks of publicly available information.

ACCOUNT REGISTRATION AND OTHER SUBMISSIONS

Users may access parts of the Nesterly Platform without registering for an account. To access and participate in certain functionalities of the Nesterly Platform, including without limitation to participate as a Nesterly Host or Guest, users must create a password-protected account (a "Nesterly Account"). Users may register for a Nesterly Account by using an email address and creating a secure password, or through certain third party social networking sites, by using existing login credentials and passwords for services such as Facebook or Google (your "TNS Password"). You agree to provide accurate, current, and complete information during the registration process and at all other times when you use the Nesterly Platform. You also agree to update your information at all times to keep it accurate, current, and complete. You are solely responsible for safeguarding your Nesterly password and, if applicable, your TNS Password. You are also solely responsible for all activity that occurs on your Nesterly Account, and you agree to notify Nesterly immediately of any suspected unauthorized use. To the maximum extent allowed by law, Nesterly is not liable for any losses by any party caused by unauthorized use of your Nesterly Account. Users with valid Nesterly Accounts, including without limitation Hosts and Guests, may be referred to in these Terms as "Members." Nesterly Members agree that they may register for only one account at any point in time, acknowledge and agree that Nesterly Accounts may not be transferred to any other person or entity, and that all rights to their Nesterly Account (including content within the Nesterly Account) terminate upon death. Upon receipt of a certified copy of a death certificate, your Nesterly Account may be terminated and its contents permanently deleted.

MESSAGING, SMS OR TEXT MESSAGES

By creating a Nesterly Account, and becoming a Member, you agree that Nesterly may send you text (SMS) messages and/or email messages as part of the normal business operation and your use of the Nesterly Platform. Such uses include without limitation, to provide you with information you requested from Nesterly or its Members, to let you know about features, functions, improvements or changes to the Nesterly Platform, to facilitate your identification of Members who may be interested in homesharing or other aspects of your Nesterly Account. These text (SMS) messages and/or email addresses may be automated or non-automated, and while Nesterly does not charge you to send or receive such messages, other message and data rates may still apply by your carrier or other provider. You may opt-out of receiving text (SMS) messages and/or email messages from Nesterly at any time by contacting our team at hello@nesterly.io. You acknowledge, however, that opting out of receiving text (SMS) and/or email messages may impact your use of and ability to fully use the Nesterly Platform.

YOUR LICENSE TO USE THE NESTERLY PLATFORM

Subject to your continuing compliance with these Terms, Nesterly grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Nesterly Platform. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Nesterly Platform or content therein, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Nesterly or its licensors, except for the licenses and rights expressly granted in these Terms.

USER CONTENT

We may, in our sole discretion, permit you to post, upload, publish, submit, or transmit content, such as profiles or listings (collectively, "User Content"). By making available any User Content on or through the Nesterly Platform, you hereby grant to Nesterly a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, fully paid-up, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit (by all means known or to be developed in the future) such User Content on the Nesterly Platform and for any other purpose in our sole discretion. We agree, however, that private messaging through the Nesterly Platform, if any, will not be used by Nesterly in public advertising. The license granted by you to Nesterly will survive termination of these Terms, and shall survive termination of the Nesterly Platform, if any, or termination of your Nesterly Account. Nesterly does not claim any ownership interest or rights in your User Content and nothing in these Terms shall be deemed to restrict rights you may have in your User Content.

You acknowledge and agree that Nesterly has no role in the creation, either in whole or in part, of User Content you provide to Nesterly or to the Nesterly Platform and that you alone are solely responsible for all User Content that you make available, including without limitation profiles or homesharing listings, and the information that may be contained therein. You thus represent, warrant, and agree that (i) you either own or have all necessary rights, licenses, consent, and releases necessary to grant Nesterly the rights in User Content under these Terms; and (ii) neither the User Content, nor your posting, uploading, publication, submission, or transmittal of User Content or Nesterly's use of your User Content in whole or part infringes, misappropriates, or violates any third party's patent, copyright, trademark, trade secret, moral rights, or other intellectual property or proprietary rights or result in violation of any applicable law, rules, regulations, or court orders. You acknowledge and agree that Nesterly may exercise any traditional editorial function as to User Content including without limitation proofreading, editing, summarizing, digesting, translating, or other editing without becoming the author of such content, and that it remains your sole responsibility to monitor your User Content and to guarantee that any such edited User Content is accurate and consistent with your representations, warranties, and agreements in these Terms.

Your use of the Nesterly Platform, including all User Content you post on the Nesterly Platform, must be in accordance with any and all applicable laws and regulations, including but not limited to applicable export and import laws and regulations. You agree that the Company may access, preserve, and disclose your account information and User Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Nesterly Platform in the future; or (v) protect the rights, property, or personal safety of Nesterly, its users or the public.

Nesterly will ask for personal identifying information as part of the account setup process but will make commercially reasonable efforts not to expose such information to third parties. You may not post any telephone numbers, street addresses, last names, URLs, or email addresses in areas of your Member profile that may be viewed by other Members. You agree that any content you place on the Nesterly Platform to be viewed by other Members may be viewed by any person visiting the Nesterly Platform or participating in the Services.

Nesterly reserves all rights, in its sole discretion, to limit, remove, suspend, block, disable access to, or otherwise to restrict access to, the Nesterly Platform or to User Content that it considers to be a violation of these Terms, Nesterly policies and procedures, and/or that we consider to be harmful to the Nesterly Platform, to Nesterly or to any other Member or third party, or which we consider to be otherwise objectionable.

PROHIBITIONS

As a user and/or Member of the Nesterly Platform, you agree that you shall not:

  • impersonate any person or entity.
  • solicit money from any Members.
  • post any User Content that is prohibited by these Terms, the Privacy Policy, or Nesterly Policies and Procedures.
  • “stalk” or otherwise harass any person.
  • express or imply that any statements you make are endorsed by Nesterly without our specific prior written consent.
  • ask or use Members to conceal the identity, source, or destination of any illegally gained money or products.
  • use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” download, or in any way reproduce or circumvent the navigational structure or presentation of the Nesterly Platform, or its contents.
  • collect usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website.
  • interfere with or disrupt the Nesterly Platform or Services or the servers or networks connected to the Nesterly Platform or Services.
  • email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
  • forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Nesterly Platform or Services (either directly or indirectly through use of third party software).
  • “frame” or “mirror” any part of the Nesterly Platform or Services without Nesterly's prior written authorization.
  • use meta tags or code or other devices containing any reference to the Company, the Nesterly Platform or Services (or any trademark, trade name, service mark, logo or slogan of the Company) to direct any person to any other website for any purpose.
  • modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Service or the Website or any software used on or for the Nesterly Platform or Services, or cause others to do so.
  • post, use, transmit, or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Nesterly Platform or Services other than solely in connection with your use of the Service in accordance with this Agreement.
  • undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Nesterly Platform or that is intended to promote or has the effect of engaging in illegal activities, fraud, or that is defamatory, libelous, or otherwise objectionable.
  • promote racism, bigotry, hatred, or physical harm of any kind against any group or individual.
  • advocates harassment or intimidation of another person.
  • contains video, audio, photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian).
  • contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page).
  • provides material that exploits people in a sexual, violent, or other illegal manner, or solicits personal information from anyone.
  • take any action that may undermine the efficacy or accuracy of reviews or ratings systems maintained by Nesterly.
  • provides information or data you do not have a right to make available under law or under contractual or fiduciary relationships (such as inside information, proprietary, and confidential information); disrupts the normal flow of dialogue, causes a screen to “scroll” faster than other users are able to type, or otherwise negatively affects other users' ability to engage in real time exchanges.
  • attempt to indirectly undertake any of the foregoing.

TERMS APPLICABLE TO HOSTS

When creating a listing through the Nesterly platform, you must (i) provide complete and accurate information about your service (such as listing description, location, and calendar availability), (ii) disclose any deficiencies, restrictions (such as house rules), and other requirements that apply (such as any minimum age), and (iii) provide any other pertinent information requested by Nesterly. You are responsible for keeping your listing information (including calendar availability) up-to-date at all times.

You are solely responsible for setting a price (including any taxes if applicable) for your listing (“Listing Fee”). Once a Member requests a booking of your listing, you may not request that the Member pay a higher price than in the final booking.

Pictures, animations, or videos (collectively, "Images") used in your listings must accurately reflect the quality and condition of your accommodation. Nesterly reserves the right to require that listings have a minimum number of Images of a certain format, size, and resolution. Nesterly may offer Hosts the option of having professional photographers take photographs of their accommodation, which are made available by the photographer to Hosts to include in their listings with or without a watermark or tag bearing the words "Nesterly Verified Photo" or similar wording ("Verified Images"). You are responsible for ensuring that your accommodation is accurately represented in the Verified Images and you will stop using the Verified Images on or through Nesterly if they no longer accurately represent your listing, if you stop hosting, or if your Nesterly Account is terminated or suspended for any reason. You acknowledge and agree that Nesterly shall have the right to use any Verified Images in advertising, marketing, and/or any other business purposes in any media or on the Nesterly Platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Where Nesterly is not the exclusive owner of Verified Images, by using such Verified Images on or through Nesterly, you grant to Nesterly an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable, and transferable license to use such Verified Images for advertising, marketing, and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Nesterly in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images outside of the Nesterly platform solely for your personal and non-commercial use.

Nesterly recommends that Hosts obtain appropriate insurance for their services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Members while staying at your accommodation.

If you choose to require a security deposit for your accommodation, you must specify this in your listing ("Security Deposit"). Hosts are not allowed to ask for a Security Deposit after a booking has been confirmed or outside of the Nesterly Platform. Nesterly will use commercially reasonable efforts to address Hosts’ requests and claims related to Security Deposits, but Nesterly is not responsible for administering or accepting any claims by Hosts related to Security Deposits.

You represent and warrant that any listing you post and the booking of, or a Member’s stay at, an accommodation will (i) not breach any agreements you have entered into with any third parties, such as homeowners association, condominium, or other agreements, (ii) comply with all applicable laws (such as zoning laws), tax requirements, and other rules and regulations (including having all required permits, licenses, and registrations), and (iii) is your residence for more than one hundred and ninety (190) days in a calendar year. As a Host, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the accommodation at your request or invitation, excluding the Member.

Disintermediation. By joining the Nesterly community, you agree to comply with all processes and pricing structures and to not engage in any form of disintermediation with any Member or Guest. You will not make any attempt to identify a Guest or Member with the goal of directly or indirectly soliciting, inducing, or influencing them through other channels to complete a homesharing transaction without further use of the Nesterly Platform.

Within a certain timeframe after completing a booking, Hosts can leave a public review (“Review”) and submit a star rating (“Rating”) about Guests. Any Ratings or Reviews reflect the opinion of individual Members and do not reflect the opinion of Nesterly. Ratings and Reviews are not verified by Nesterly for accuracy and may be incorrect or misleading. Ratings and Reviews by Hosts must be fair, truthful, and factual and may not contain any offensive or defamatory language.

Lack of Discrimination. No Member shall discriminate against another Member on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise.

TERMS APPLICABLE TO GUESTS

Nesterly recommends that Guests using Hosts’ services should obtain appropriate insurance for their services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy.

Each booking made by a Guest must be at least for thirty (30) consecutive days.

Disintermediation. By joining the Nesterly community, you agree to comply with all processes and pricing structures and to not engage in any form of disintermediation with any Member or Host. You will not make any attempt to identify a Host or Member on the website with the goal of directly or indirectly soliciting, inducing, or influencing them through other channels to complete a homesharing transaction without further use of the Nesterly Platform.

Furthermore, you agree to confirm any homesharing match and pay through the Nesterly Platform even after you have been placed in touch and exchanged contact information through the messaging interface or any other area of the Website. Any violations of this will be immediately investigated and may result in, including, but not limited to, deactivation of the involved account(s). Nesterly reserves the right to ban those found guilty of disintermediation from any future use of the platform or service.

Term extension or early termination

The rent price and terms can change at any time if both parties agree to those changes. If the Homesharing Agreement is changed or altered it must be updated through the site and addition al fees may apply in the event of an extension of the match. Similarly Nesterly must be notified if there is an early termination of the homesharing arrangement.

Lack of Discrimination. No Member shall discriminate against another Member on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise.

Within a certain timeframe after completing a booking, Guests can leave a public review (“Review”) and submit a star rating (“Rating”) about Hosts. Any Ratings or Reviews reflect the opinion of individual Members and do not reflect the opinion of Nesterly. Ratings and Reviews are not verified by Nesterly for accuracy and may be incorrect or misleading. Ratings and Reviews by Guests must be fair, truthful, and factual and may not contain any offensive or defamatory language.

INTERACTION WITH AND DISPUTES BETWEEN USERS

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. NESTERLY CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ALL ITS MEMBERS. THE COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS MADE BY MEMBERS IN THEIR PROFILES OR COMMUNICATIONS WITH OTHER MEMBERS, AND NESTERLY DOES NOT ENDORSE ANY MEMBER OR USER. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OR USERS OR THEIR COMPATIBILITY AS ROOMMATES OR HOMESHARES. ALTHOUGH THE COMPANY RESERVES THE RIGHT TO CONDUCT CRIMINAL BACKGROUND CHECKS OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTRY SEARCHES) AT ANY TIME AND AT THE COMPANY’S SOLE DISCRETION, THERE IS NO GUARANTEE THAT A SPECIFIC MEMBER HAS BEEN THE SUBJECT OF SUCH BACKGROUND CHECK OR SCREENING. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. YOU ARE STRONGLY ENCOURAGED TO CONDUCT YOUR OWN DUE DILIGENCE REGARDING YOUR INTERACTIONS WITH OTHER MEMBERS AND USERS.

You are solely responsible for the outcomes of your actions in connection with the Nesterly Platform, including without limitation any decision to: communicate with Members using either the Nesterly Platform or Services, or any means other than the Nesterly Platform or Services; arrange or agree to meet another Member or group of Members in person; send money to another Member; or communicate, or cause to be communicated, personal information about yourself to another Member or group of Members. You understand that the Company makes no guarantees, either express or implied, regarding your ultimate compatibility with individuals you meet through the Service. You should not provide your financial information (for example, your credit card or bank account information), or wire or otherwise send money directly to other Members other than funds exchanged through the Website.

Members have a variety of mechanisms available to report misconduct or concerns about the activities of other Members. Upon receipt of community feedback regarding particular Members, the Company may take actions to verify and investigate the feedback and the Member or Members involved. Any response to such feedback is at the sole discretion of the Company.

Nesterly values our Members, and we understand that occasionally disputes may arise between or among them. Our goal is to provide tools to help users resolve such disputes independently. In the rare event a dispute initiated by a Host, Guest, or User occurs which cannot be resolved independently, you agree, at Nesterly's request, to participate in good faith, to the extent you are reasonably able to do so, in a neutral resolution, mediation, or arbitration process conducted by Nesterly or a neutral third-party mediator or arbitrator selected by Nesterly. Notwithstanding the foregoing, you acknowledge and agree that Nesterly is under no obligation to become involved in or impose resolution in any dispute between or among users or any third party.

As a Member, you are responsible for leaving the accommodation (including any personal or other property located at the accommodation) in the condition it was in when you arrived. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the accommodation, excluding the Host (and the individuals the Host invites to the accommodation, if applicable).

If a Host claims and provides evidence that you as a Member have damaged an accommodation or any personal or other property at an accommodation ("Damage Claim"), the Host can seek payment from you through Nesterly. If a Host escalates a Damage Claim to Nesterly, you will be given an opportunity to respond. If you agree to pay the Host, or Nesterly determines in its sole discretion that you are responsible for the Damage Claim, Nesterly will collect any such sums from you and/or against the Security Deposit (if applicable) required to cover the Damage Claim. Nesterly also reserves the right to otherwise collect payment from you and pursue any remedies available to Nesterly in this regard in situations in which you are responsible for a Damage Claim, including, but not limited to, in relation to any payment requests made by Hosts.

If you are a Member you understand and agree that Nesterly may make a claim under your homeowner's, renter's, or other insurance policy related to any damage or loss that you may have caused, or been responsible for, to an accommodation or any personal or other property located at an accommodation. You agree to cooperate with and assist Nesterly in good faith, and to provide Nesterly with such information as may be reasonably requested by Nesterly, to make a claim under your homeowner's, renter's, or other insurance policy, including, but not limited to, executing documents and taking such further acts as Nesterly may reasonably request to assist Nesterly in accomplishing the foregoing.

While we may help facilitate the resolution of disputes, Nesterly has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any listings or Host services, (ii) the truth or accuracy of any Listing descriptions, ratings, reviews, or other Member postings, or (iii) the performance or conduct of any Member or third party.

The Company provides assistance and guidance through its customer care representatives. When communicating with our customer care representatives (whether over the telephone, or via email or letter), you may not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or otherwise behave inappropriately. If we feel that your behavior towards any of our customer care representatives or other employees is at any time objectionable, we reserve the right to immediately terminate your Nesterly Account and you will not be entitled to any refund of unused subscription fees. To the maximum extent allowed by law, you acknowledge, agree, and consent to the recording of telephone calls between you and customer care representatives for quality assurance and training purposes. You also acknowledge and agree that from time-to-time Nesterly may create "test" profiles for the purpose of testing the functionality of the system or in the offering of new or different features or functionalities or in consideration of modifications to the Nesterly Platform or Services.

NESTERLY FEES AND TAXES

Nesterly may charge fees to Hosts and/or Guests (“Service Fees”) in consideration for the use of the Nesterly Platform. Any applicable Service Fees (including any applicable taxes) will be displayed to a Host or Guest prior to booking a listing. Nesterly reserves the right to change the Service Fees at any time, and we will provide Members reasonable notice of any changes to Service Fees prior to them becoming effective.

Nesterly may also charge penalty fees for fraud, misconduct, or other violations of these Terms, as determined in our sole discretion. You agree to pay these Listings Fees, Services Fees, Penalty Fees, and all other charges (referred to as "Total Fees"). Information about current Total Fees are available on our FAQ and Support Pages. You agree to pay all Total Fees or charges based on the fee and billing terms then in effect, regardless of whether you have an active Nesterly Account. Charges shall be made to your credit card, PayPal, or other payment method designated by you. If you do not pay on time or if Nesterly cannot charge a payment method for any reason, Nesterly reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees, in pursuit of payment.

If you cancel your Nesterly Account at any time, you will not receive any refund. If you have a balance due on any Nesterly Account, you agree that Nesterly may charge such unpaid fees to your payment method or otherwise bill you.

PAYMENTS

Payments-Related Representations and Warranties

As set forth above, except where otherwise specifically agreed to in writing, Nesterly is not a provider of accommodations and does not offer such accommodations and is not a provider, broker, agent, or insurer. Hosts and Guests enter into a contract directly with each other, and even though Nesterly may act as a limited payment collection agent as defined below, it is not a party to any agreement discussed or entered into between Members.

Nesterly may restrict the availability of payment services, or any aspect or feature of payment services, to perform maintenance of systems to help ensure the proper functioning of the system or to improve, enhance, modify, suspend, or terminate any payment service, or to introduce new or additional services at any time, including through additional third parties. The payment-related services may contain links to certain third-party websites, applications, services, or resources ("Third Party Services"). Any such Third Party Services are subject to different terms or conditions and privacy practices created or controlled by third party providers and not Nesterly, and Members should review them carefully and independently. Nesterly is not responsible for or liable for the availability, accuracy, reliability, or anything related to Third Party Services, including the content thereon. Links or other access to information of Third Party Service providers shall not constitute an endorsement by Nesterly of such providers or their services.

You may not use Nesterly's payment related services except as authorized by the laws of the United States of America, the laws of the jurisdiction where you reside, and any other applicable laws. Specifically, but not by way of limitation, Nesterly's payment related services may not be used to send or receive funds or currency into (i) any United States embargoed countries; (ii) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's list of Denied Persons List or Entry List. By agreeing to these Terms, by accessing and/or using the Nesterly Platform, you further represent and warrant that you are not listed on any United States Government list of prohibited or restricted parties or that your homesharing accommodation is located in any embargoed country or on any United States Government list of terrorist supporting countries.

Payment Processing Services

Payment processing services, which are a feature of the Nesterly Platform, are currently provided by Stripe, and where applicable, may include money transmission services pursuant to licenses or other regulatory approvals held by Stripe. Payment processing services provided by Stripe are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. By agreeing to these Terms or by accessing, searching, or using the Nesterly Platform, you agree to be bound by the Stripe Connected Account Agreement and the Stripe Services Agreement, as they may be amended or modified from time-to-time by Stripe. Nesterly's provision of any payment processing services through Stripe is subject, and conditioned upon, your agreement to provide Nesterly up-to-date, accurate, and complete information relating to you and your payment instrument(s) and you expressly authorize Nesterly to share this information and transaction-related information relating to your use of payment related services with Stripe. Nesterly reserves the right to provide payment processing services through other third party vendors, and if it chooses

Appointment of Nesterly as Limited Payment Collection Agent

By agreeing to these Terms, and in accessing or using the Nesterly Platform, Hosts appoint Nesterly as their respective limited payment collection agent, authorized to receive and collect payments for transactions entered into between Members, including Total Fees owed by Guests to Hosts as set forth in these Terms. Total fees include the one-time Match Fee of $95-195 depending on the length of stay and the ongoing Service Fee, which is 2.5% of the total monthly rent. Payments made by Guests to Nesterly in connection with a booking shall be considered the same as a payment made directly to Hosts, and Hosts agree to provide the booking in the agreed-upon manner as if the Host has received payment directly from the Guest. You further agree that Nesterly's obligation to remit payments to Hosts is conditioned upon and extends only to sums that it has successfully received from Guests in accordance with the relevant agreements, and also that in accepting appointment as the limited payment collection agent, Nesterly assumes no liability for any acts or omissions of Hosts or Guests, Members, or any other person. As limited payment collection agent, Nesterly assumes no liability or obligation for any funds or obligations owed by Guests that were not collected by Nesterly in its role under this Paragraph

Each Host and Guest acknowledges and agrees that, notwithstanding the fact that Nesterly is not a party to the agreement between Hosts and Guests, Nesterly acts as the Host's payment collection agent for the limited purpose of accepting collection from Guests on behalf of the Host. Upon Guests' remittance to Nesterly, Guests' payment obligation to the Host for agreed upon amounts is extinguished, and Nesterly is responsible for remitting funds collected to Hosts in the agreed upon manner. In the event that Nesterly does not remit such amounts, Hosts’ recourse is only against Nesterly, and not Guests directly.

INTELLECTUAL PROPERTY RIGHTS

The Nesterly Platform and Services, and all content thereon or in connection therewith is owned by Nesterly and protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, Nesterly and its licensors exclusively own all right, title, and interest in and to the Nesterly Platform and all associated content, including all associated intellectual property rights, including copyrighted material, trademarks, service marks, logos, trade names, and any other proprietary designations and proprietary material. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective owners. You agree that you recognize our rights and the rights of third parties in their respective marks and intellectual property, and that except as expressly permitted herein, that you may not copy, use or otherwise exploit them.

FEEDBACK

By sending us any feedback, comments, questions, or suggestions concerning Nesterly or our services, including the Platform (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, sublicense, or otherwise exploit the Feedback, and (iv) irrevocably waive, and cause to be waived, against Nesterly and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your Nesterly Account or termination of the Nesterly Platform or Services, if any.

COPYRIGHT POLICY, DMCA NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Nesterly expects its users and Members to respect copyright law and the intellectual property rights of third parties. In our sole discretion, we reserve the right to terminate, suspend, block, and/or limit the Nesterly Account of any Member we believe has or is infringing the copyright and intellectual property rights of third parties. If you believe that your work has been copied, posted, or otherwise used on the Nesterly Platform in a way that constitutes copyright infringement or other intellectual property violations, we will respond to effective and complete notices of such violations that provide specific information to identify and locate the allegedly infringing materials. Upon our review, we may remove the allegedly infringing material, or we may decline to do so, if for example, we determine the materials are not infringing, you fail to provide adequate information to us to allow identification or review of the allegedly infringing material, or if the material is protected by law, such as under the fair use doctrine.

Please note, the Digital Millennium Copyright Act (“DMCA”), section 512(f), provides that any person who knowingly materially misrepresents that activity is infringing may be liable for damages, including costs and attorney’s fees. If you believe that work or other materials accessible on or in connection with the Nesterly Platform infringes copyright, please send Nesterly a Notice of Copyright Infringement with the following information:

DMCA Copyright Notices (the "Notice")

  1. Identification of the work or material that you claim has been infringed. If this material exists online, please provide a specific URL that resolves to the allegedly infringing material.
  2. Identification of the material that is claimed to be infringing, including its location on the Nesterly Platform with sufficient detail so that Nesterly is capable of finding the material and verifying its existence (e.g., in most circumstances, we will need a URL).
  3. Contact information, including your name, address, telephone number, and email address.
  4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or law (i.e. fair use doctrine).
  5. A statement by you that the above information in your Notice is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner’s behalf.
  6. A physical or electronic signature of the owner of the copyright that has been allegedly infringed or a person authorized to act on behalf of the owner.

Please deliver this Notice, with all items completed to Nesterly, Inc. Copyright Agent, 150 Court Street 2nd Floor, Brooklyn, New York 11201 or electronically to dmca@nesterly.io.

SANCTIONS FOR VIOLATIONS OF THESE TERMS

In addition to any other rights Nesterly may have under these Terms, at law or in equity, it may, in its sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between you and Nesterly, including but not limited to removing User Content you posted, limiting your Nesterly Account access, requiring you to forfeit certain funds, assessing monetary penalties or costs, terminating your Nesterly Account, decreasing your status or search rank, investigating you, and/or cooperating with law enforcement agencies in investigation or prosecution.

ACCOUNT SUSPENSION OR TERMINATION

You agree that Nesterly may, in its sole discretion, without prior notice or explanation, immediately terminate, limit your access to, or suspend your Nesterly account, Nesterly Messaging Services, and access to the Nesterly Platform or Services. Cause for such termination, limitation of access, or suspension shall include, but not be limited to, breaches or violations of the Terms or other incorporated documents or Nesterly Policies, requests by law enforcement or other government agencies, discontinuance or material modification to the Nesterly Services (or any part thereof), unexpected technical or security issues or problems, extended periods of inactivity, engagement by you in fraudulent or illegal activities, and/or nonpayment of any fees or penalties owed by you in connection with the Nesterly Platform. Nesterly shall not be liable to you or any third party for any termination of your Nesterly Account or access to the Nesterly Platform. Termination or suspension of your Nesterly Account includes any or all of the following: (a) removal of access to all or part of the offerings within the Nesterly Platform or Services, (b) deletion of your password and all related information, files, and content associated with or inside your Nesterly Account (or any part thereof), (c) barring of further use of all or part of the Nesterly Platform, and (d) restricting or prohibiting your communication with customer care representatives or other employees of the Company. Nesterly may, in its sole discretion, communicate to other users that your Nesterly Account has been terminated, blocked, suspended, deactivated, limited, restricted, or cancelled, and why this action has been taken. You may deactivate or terminate your Nesterly Account at any time by clicking on deactivate account on your account page or sending an email to hello@nesterly.io.

ARBITRATION AND CLASS ACTION WAIVER

You and Nesterly agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, or arising out of or relating to these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all disputes with Nesterly as follows:

Binding Arbitration: Either party may initiate binding arbitration as the sole and exclusive means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms or the Privacy Policy's formation, performance, and breach), the parties' relationship with each other, and/or your use of the Nesterly Platform shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written, shall state the factual and legal basis for the conclusions, shall be a reasoned decision, and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco, California 94111; and (c) send one copy of the Demand for Arbitration to Nesterly at 150 Court Street 2nd Floor, Brooklyn, New York 11201 ATTN: General Counsel.

To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Nesterly will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Nesterly will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the Commonwealth of Massachusetts, United States of America, and you and Nesterly agree to submit to the personal jurisdiction of any federal or state court in Boston, Massachusetts in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND NESTERLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations, or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

This Arbitration and Class Action Waiver section shall survive any termination of your Nesterly Account or the Nesterly Platform, if any.

DISCLAIMERS

YOUR USE OF THE NESTERLY PLATFORM, NESTERLY SERVICES, OR ANY COLLECTIVE CONTENT IN CONNECTION THEREWITH SHALL BE SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT NESTERLY DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER OR USER. THE NESTERLY PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NESTERLY AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THE NESTERLY PLATFORM OR SERVICES OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS PLATFORM, INCLUDING WITHOUT LIMITATION ALL COLLECTIVE CONTENT APPEARING ON, THROUGH OR ACCESSIBLE IN CONNECTION WITH THE NESTERLY PLATFORM. NESTERLY MAKES NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NESTERLY ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PLATFORM. NESTERLY SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NESTERLY OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR MEMBERS OF THE NERSTERLY PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY MEMBERS, GUESTS, OR INVITEES. YOU UNDERSTAND THAT NESTERLY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM. NESTERLY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE NESTERLY PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE NESTERLY PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON AND TO ENGAGE IN ANY HOMESHARING ACTIVITY. NESTERLY EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE NESTERLY PLATFORM, OR TO THE RELATIONSHIP BETWEEN YOU AND NESTERLY OR BETWEEN YOU AND OTHER MEMBERS OR USERS, REMAINS WITH YOU AND NEITHER NESTERLY NOR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, PARTNERS, AGENTS, AND LICENSORS WILL BE RESPONSIBLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING THOSE FOR LOST PROFITS, LOST REVENUE, OR LOST DATA OR CORRUPT DATA, EVEN IF WE HAVE BEEN ADVISED OF THEIR POSSIBILITY OR EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, CLAIM FOR RELIEF, OR ALLEGED THEORY OF RECOVERY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, CLAIMS FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, ANY DAMAGES FOR BODILY INJURY OR EMOTIONAL DISTRESS, CLAIMS BASED UPON ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE NESTERLY PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE NESTERLY PLATFORM.

TO THE MAXIMUM EXTENT OF THE LAW, THE TOTAL LIABILITY OF NESTERLY, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, PARTNERS, AND AUTHORIZED AGENTS FOR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE RELATIONSHIP BETWEEN US, INCLUDING ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US FOR THE ACCESS OR USE OF THE NESTERLY PLATFORM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENTS GIVING RISE TO YOUR CLAIM OR IF NO SUM WAS CHARGED, THEN THE SUM OF ONE HUNDRED FIFTY DOLLARS ($150).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS CONTAINED IN THE WARRANTIES OR LIMITATIONS OF LIABILITY PARAGRAPHS IMMEDIATELY ABOVE MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to release, defend, indemnify, and hold Nesterly and its affiliates and subsidiaries, and their respective officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal, accounting, and professional fees, arising out of or in any way connected with (a) your access to or use of the Nesterly Platform or your violation of these Terms; (b) your User Content; and (c) your interaction with any Member or user.

GENERAL TERMS

Force Majeure: Other than payment obligations, neither Nesterly nor you shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters. Entire Agreement. These Terms constitute the entire agreement between You and Nesterly and governs your use of the Nesterly Platform, superseding any other agreement between you and Nesterly with respect to the subject matter, including any prior version of these Terms. Additional Terms. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Nesterly-rendered services. Choice of Law and Forum. You and Nesterly each agree that the Terms and the relationship between you and Nesterly or between you and any Member or third party shall be exclusively governed by the substantive laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions and that any and all claims, causes of action, or disputes (regardless of theory) arising out of or relating to the Terms, or the relationship between You and Nesterly, to the extent not required to be filed in arbitration as provided in these Terms, shall be brought exclusively in the courts located in Superior Court Middlesex County or the United States District Court for the District of Massachusetts. To the extent not required to be brought in arbitration as provided in these Terms, you and Nesterly agree to submit to the personal jurisdiction of the such courts, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts, to venue in such courts and waive all claims of inconvenient forum. Waiver and Severability of Terms. The failure of Nesterly to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. Severability. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. No Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. Sections. The section titles in the Terms are for convenience only and have no legal or contractual effect. Nesterly Assignment. Nesterly may freely assign the Terms and all of the policies and other documents incorporated or referenced in it (including all rights, licenses, and obligations under it or them), in whole or in part and without notice.