Terms of Service

Ned Terms of Service

Acceptance of These Terms of Service
Round Hill Technologies Inc. (d/b/a Ned) ("Ned," "we," "us," or "our") provides our services (described below) and related content to you through our website located at https://www.nedhelps.com/ (the "Site") and through related technologies (collectively, including any updated or new features, functionality and technology, the "Service"). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these "Terms of Service"). By accessing, browsing, or otherwise using the Site or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service. If you are entering into these Terms of Service on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity to these Terms of Service, in which case the terms "you" or "your" shall refer to such entity (other than the references in this sentence and the following sentence). If you do not have such authority, you must not accept these Terms of Service and may not use the Service on behalf of such entity.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the "Terms of Service" link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

Your Privacy: At Ned, we respect the privacy of our users. For more information please see our Privacy Policy, located at [Insert link] (the "Privacy Policy"). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

Service Description: The Service helps entrepreneurs and small business owners ("Merchants") receive private funding from friends, family and other third parties with which they have a relationship ("Funders"). Through the Service, Merchants may request funds from Funders, or Funders may request to contribute funds to Merchants with whom they have a relationship. If the proposed terms are mutually agreed by the applicable Merchant and Funder, the Service further enables such Merchant and Funder to enter into an agreement regarding the same (a "Revenue Share Agreement") and, through third-party providers (as further described below), facilitates the exchange of funding to fulfill the terms of such Revenue Share Agreement. The Service merely facilitates the ultimate transaction between the Funder and the Merchant, and Ned is neither a lender nor a broker.

Your Registration Obligations: You may be required to register with Ned or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy. You must be 18 years of age or older to use the Service.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Ned of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Ned will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Service: Ned reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Ned will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Notwithstanding the foregoing, any modification to Service shall not affect your rights and obligations under any other agreement you may enter into with another party, including the Revenue Share Agreement.

General Practices Regarding Use and Storage: You acknowledge that Ned may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Ned's or its third-party service providers' servers on your behalf. You agree that Ned has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Ned reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Ned reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Conditions of Access and Use

User Conduct: You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store in or through the Service or otherwise make available to Ned (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Company. Company reserves the right to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:

a) email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) 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; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Company or its users to any harm or liability of any type;

b) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;

c) violate any applicable local, state, national, or international law, or any regulations having the force of law;

d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

e) solicit personal information from anyone under the age of 18;

f) harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

g) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

h) obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;

i) circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or

j) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Company from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Competitors: No employee, independent contractor, agent, or affiliate of any competing platform that facilitates private lending activities of Ned is permitted to view, access, or use any portion of the Service without express written permission from Ned. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Ned or any of its affiliates, or acting on behalf of a competitor of Ned in using or accessing the Service.

Payment Processing: NED DOES NOT PROCESS PAYMENT FOR ANY SERVICES AND IS NEITHER A LENDER OR A BROKER. To facilitate payments between Merchants and Funders via bank account, credit card, or debit card, we use the following third-party payment processors: Plaid Inc. and its affiliates ("Plaid") and Astra Inc. and its affiliates ("Astra") (collectively, "Payment Processors"). These payment processing services are provided by the Payment Processors and are subject to the applicable Payment Processor's terms and conditions, privacy policy, and all other relevant agreements located at https://www.plaid.com/privacy and https://www.astra.finance/privacy (collectively, the "Payment Processor Agreements"). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact the applicable Payment Processor for more information. Ned assumes no liability or responsibility for any payments you make through the Service.

Fees: If you are a Funder or Merchant entering into a Revenue Share Agreement and using the Service to fulfill the same, you represent and warrant to Ned that any information you provide regarding your bank account, credit card or debit card is true and that you are authorized to use the payment instrument. You will promptly update your account information with the Payment Processor, as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. The Funder and the Merchant on each Revenue Share Agreement will each pay a separate Ned fee for the Service and facilities provided by Ned to make it possible for the Funder and the Merchant to enter into the Revenue Share Agreement and perform thereunder The Ned fee separately charged to the Funder and Merchant is 2.5% of the purchase price specified in the Revenue Share Agreement. The full Ned fee paid by the Merchant is netted from purchase price and paid to Ned. The Ned fee charged to the Funder is netted from the future receipts delivered by the Merchant equal to 2.5% of all future receipts until the Ned fee is paid in full and is remitted by the Payment Processor to Ned.

Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. If you are entering into these Terms of Service as an individual, the Service is only for your personal use. If you are entering into these Terms of Service on behalf of an entity, the Service is only for your internal business purposes.

Mobile Services and Software

Mobile Services: The Service includes certain services that are available via a mobile device, including the ability to browse the Site and access and use the Service from a mobile device (the "Mobile Services"). To the extent you access the Service through a mobile device, your wireless service carrier's standard charges, data rates, and other fees may apply. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Ned and other entities by SMS, MMS, text message, or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Ned account information to ensure that your messages are not sent to the person that acquires your old number.

Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Ned, its affiliates, and its licensors (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Ned.

Special Notice for International Use; Export Controls: Ned is headquartered in the United States. If you access or use the Service from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

Intellectual Property Rights

Service Content: You acknowledge and agree that the Service may contain content or features ("Service Content") that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Ned, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The Ned name and logos are trademarks and service marks of Ned (collectively the "Ned Trademarks"). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Ned. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Ned Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Ned Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will Ned be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Company does not pre-screen content, but that Company and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Company and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Company, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title and interest in and to the User Content, including all copyrights and rights of publicity contained therein. You hereby grant Company and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content (including the data therein, but subject to the Privacy Policy) in connection with the operation of the Service, developing and improving Ned's products and services and creating aggregated and/or anonymous data sets and analytics (which such aggregated and/or anonymized data sets shall not be deemed "User Content" hereunder). You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

In addition to the foregoing, you hereby authorize Ned and its third-party service providers to derive statistical and usage data relating to your use of the Service ("Usage Data"). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Third-Party Services and Websites
The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the "Third-Party Services"). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Ned has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Ned, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Ned enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Ned will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Indemnification
You agree to defend, indemnify, and hold harmless Ned, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the "Ned Parties") from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Ned Party from or against any liability, losses, damages, or expenses incurred as a result of any action or inaction of such Ned Party. Ned will provide notice to you of any such claim, suit, or proceeding. Ned reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Ned's defense of such matter. You may not settle or compromise any claim against the Ned Parties without Ned's written consent.

Disclaimers
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE NED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE NED PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE NED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE NED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE NED PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT RECEIVED BY NED FROM THE PAYMENT PROCESSORS IN CONNECTION WITH ANY REVENUE SHARE AGREEMENT TO WHICH YOU ARE A PARTY VIA THE SERVICE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

Termination
You agree that Ned, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service if Ned believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Ned may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with 30 days' prior written notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Ned may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Ned will not be liable to you or any third party for any termination of your access to the Service.

User Disputes
You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Ned will have no liability or responsibility with respect thereto. Ned reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service. Each Revenue Share Agreement is solely between the applicable Merchant and Funder that are a party thereto.

General
These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Ned governing your access and use of the Service, and supersede any prior agreements between you and Ned with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Ned submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York. The failure of Ned to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service 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 these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Ned, but Ned may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation." Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.