Last Updated: February 2020 These Terms of Service ("Terms") apply to your access to and use of the websites, applications and other online products and services (collectively, our “Platform”) provided by Distributed Technologies Inc DBA NouGit. (“NouGit” or “we”). By creating an account or otherwise accessing the Platform, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 18 that applies to residents of the United States, do not access or use our Platform. If you have any questions about these Terms, you may contact us at support@nougit.com. Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.

1. Overview of Our Platform

(a) Our Platform provides a platform that may be used by an organization or group with a shared purpose (a "Project") to work with Admins, Developers, Code Reviewers and Pledgers to enable the Project to collect and disburse funds for Tasks completed that Admins have created and approved. The goal of NouGit is to accelerate the cooperation and collaboration of developers around the world, primarily for open source software. Below is a list of the different roles that may be associated with each Collective:
    • “Maintainer” -  A Maintainer is an individual or entity that receives, holds, and distributes funds contributed by Pledgers and Donators via the Platform for use in support of a designated Project or Tasks designated for said Project. A Maintainer is also a Contributor that has administrator responsibilities for a Project, including editing its content and the ability to approve Donations, Pledges and payments for Tasks associated with the Project. Maintainers create Tasks, vet and approve Developers and Code Reviewers for the Tasks they create in the effort of progressing said Project.  Maintainers are also referred to as Admins and Project Owners. Additional terms for Maintainer are included in Section 4 below.  
    • “Developer” - A Developer is an individual or entity that submits responses to Tasks of Projects.  Developers submit responses within Tasks of Projects.  Said responses include but are not limited to code hosted on a 3rd party website outside of our Platform.  A Developer may claim they are working on a Task of a Said Project, however no liability falls on a Maintainer throughout this process.  A Developer will always work on a Task of a Project “at will.”
    • "Pledger" - A Pledger is an individual or entity that uses the Platform to contribute fiat or cryptocurrency funds to a Task designated by a Maintainer that are intended to support a particular Project. Additional terms for Pledgers are included in Section 5 below.
  • “Donators” - A Donator is an individual or entity that uses the Platform to contribute fiat or cryptocurrency funds to a Project designated by a Maintainer that are intended to support a particular Project. Additional terms for Donators are included in Section 5 below.
 
  • "Code Reviewer" - A Code Reviewer has the same rights, use cases, terms and conditions as a Developer.
  • "Contributor" - a Contributor is an individual or entity that participates in the Project in some way, such as by acting as a Pledger, Donator, Maintainer, Admin, Developer, Code Reviewer or by participating in any other way, such as attending a Project’s event.
(b) For clarity, our Platform does not store or transmit funds. All funds are stored by Maintainer, and the Platform is integrated with third-party payment services that process any contributions or disbursements. (c) You acknowledge and agree that: (i) NouGit is not a party to and has no responsibility or liability with respect to any communications, transaction, interactions, disputes, or any relationships whatsoever between users; (ii) NouGit does not have any responsibility to investigate or verify the reputation, conduct, morality or criminal background of any user; and (iii) NouGit has no responsibility with respect to determining or paying applicable taxes with respect to the Collective or any users.

2. Eligibility

(a) You must be at least 18 years of age to access or use our Platform. If you are accessing or using our Platform on behalf of another person or entity, (i) you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be bound by these Terms and to be responsible to us if you violate these Terms, and (ii) references to "you" will mean you and that person or entity, collectively. To use the Platform you represent that you have never committed, participated in, or been prosecuted for fraud. (b) You may not access or use our Platform if you are located in a jurisdiction where the provision of our Platform is prohibited by law (a "Prohibited Jurisdiction"), and you may not provide access to our Platform to any entity or individual located in any Prohibited Jurisdiction. You represent and warrant that: (i) you are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; and (ii) you are not a national of, or a company registered in, any Prohibited Jurisdiction.

3. User Accounts and Account Security

You may need to register for an account to access some or all of the Platform. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You are responsible for all activities that occur in connection with your account and accept all risks of unauthorized access.

4. Terms for Maintainers

This Section applies to you if you use the Platform as a Maintainer. (a) Each Maintainer must (i) ensure that the purpose of the Project are accurately and clearly disclosed via the Platform at all times; (ii) ensure that an Admin has been designated for the Project that is acceptable to NouGit; (iii) set the parameters (including amounts to be contributed) for participation in the Project by Pledgers and Donators, including the recognition or other items provided to Pledgers and Donators in connection with a contribution; (iv) ensure that the Project page provides clear and accurate descriptions regarding the criteria and process for approving Task payments; (v) verify the accuracy of any request for payment by a Developer or Code Reviewer before approving the payment via the Platform; (vi) only approve payment requests for legitimate activities of Developers and Code Reviewers made in support of the Project and its purpose; and (vii) fulfil any Recognition (described in Section 6 below) offered to Pledgers and Donators by the Project in connection with their contributions. (b) Each Maintainer and Admin further will (i) comply with all laws, rules and regulations applicable to the Project’s activities; (ii) ensure that all payment transactions associated with a Project are disclosed via the Platform, including donations, pledges and expense payments; (iii) maintain up-to-date contact information on the Project’s page, so that the Project’s Developers, Code Reviewers, Pledgers and Donators can contact the Project’s Maintainers or Admins; and (iv) promptly respond to inquiries from a Project or Task’s Pledgers or Donators and Admins regarding Projects’s activities. (c) Any person or entity seeking to serve as Maintainer for a Project must be approved via the Platform. All Maintainers must acquire and maintain a valid financial account with one of the third-party payment services specified and designated by NouGit, and agree to, and comply with, any applicable terms of those third-party services. (d) As a Maintainer, You agree to accept contributions of funds from Pledgers and Donators for designation to a specific Project or Task for said Project ("Project Funds"). You must take accounting measures to segregate Project Funds from your other funds, and maintain and use the Project Funds solely for the benefit of the designated Project and in accordance with these Terms. The Platform is designed to assist you in satisfying these responsibilities, by enabling you to reach and manage interested Developers, Pledgers, Donators and Code Reviewers. (e) Admin and Maintenance Fees. You may charge a reasonable fee to the Project in exchange for providing Administrative and Maintenance services,. You must disclose this fee clearly and conspicuously in advance of accepting any Maintainer’s request that you serve as an Admin for a Project. (f) Tax Deduction. You are responsible for providing any tax receipts, if applicable, to Pledgers and Donators who make contributions. Our Platform helps facilitate your compliance responsibilities by issuing receipts to Developers and Code Reviewers. However, you are responsible for providing all the details that will appear on those receipts to make sure that they can be tax deductible receipts (if applicable). (g) Compliance. You must comply with all applicable laws, rules and regulations in connection with your Project activities, including money transmission, record keeping, accounting, tax, and other compliance requirements. You represent and warrant that (i) you have full power and authority to perform the obligations to the Project; (ii) your use of the Platform, and performance under these Terms, will not violate any contractual or other restrictions applicable to you or any applicable law, rule or regulation. (h) If a Project or Task of said Project is terminated with an outstanding balance of Project Funds, you will use or disburse the remaining funds in accordance with applicable law and your bylaws (if applicable).

5. Terms for Pledgers and Donators

This Section applies to you if you use the Platform as a Pledger or Donator. (a) *Responsibility. *Before committing to make any financial contribution via the Platform, each Pledger and Donator must (i) read the full description of the Project, and (ii) review the criteria and Tasks requirements specified by the Project and its Maintainer (if any) for receiving payments. By contributing to the Task for designation to a Project or Project itself, you agree to look solely to the applicable Maintainer of the applicable Project to resolve any questions or disputes regarding contributions or expected payments. (b) Pledges. Each contribution you pledge to a task is paid to the Maintainer of the who will designate which Developer is paid with this allotment. The contribution is held by the Maintainer, and our Terms require the Maintainer to use the full amount (less our transaction fees, any third-party payment service fees and any Maintainer fees specified via the Platform) in support of the Task you have designated. Our Platform allows you to use and store a payment method via the Platform that is acceptable to us ("Payment Method") to pay for any contributions or to receive any payments. You represent and warrant that you are authorized to use the Payment Method. You authorize our designated third-party payments processor to charge the amount specified to your Payment Method for any contribution you authorize via the Platform. If the Payment Method cannot be verified, is invalid, or is not otherwise acceptable, your contribution may be suspended or cancelled automatically. Some Payment Methods may be offered as separately branded payment services (such as PayPal), and you agree to comply with the terms of those services. (c) Donators. Each contribution you donate to a project is paid to the Maintainer of the Project to use at their sole discretion. The contribution is held by the Maintainer, and our Terms require the Maintainer to use the full amount (less our transaction fees, any third-party payment service fees and any Maintainer fees specified via the Platform) in support of the Project you have designated. Our Platform allows you to use and store a payment method via the Platform that is acceptable to us ("Payment Method") to pay for any contributions or to receive any payments. You represent and warrant that you are authorized to use the Payment Method. You authorize our designated third-party payments processor to charge the amount specified to your Payment Method for any contribution you authorize via the Platform. If the Payment Method cannot be verified, is invalid, or is not otherwise acceptable, your contribution may be suspended or cancelled automatically. Some Payment Methods may be offered as separately branded payment services (such as PayPal), and you agree to comply with the terms of those services. (d) Recurring Payments. You may authorize a recurring contribution to a Project by indicating as a Donator through the Platform ("Recurring Donation"). For a Recurring Donation, you are authorizing our designated third-party payment service to charge the amount specified to your Payment Method on the day that the initial contribution is made and to charge the same amount at the beginning of every calendar month thereafter (or the beginning of every year if the renewal period is annual). For example, if you initiate a recurring donation of $10 on March 25th, you will be charged $10 on that day, and $10 on April 1st and the first day of every calendar month thereafter until you cancel.  When you initiate a Recurring Donation to a Project, You expressly agree that our third-party payment service is authorized to charge you on a monthly basis (or annual basis if specified via the platform) for the same payment amount until you cancel or we suspend or stop providing You access to the platform in accordance with these terms. (e) Cancellations. Donators can cancel or change the amount of a Recurring Contribution via The Platform. (f) Refunds. Except as provided in these Terms, ALL CONTRIBUTIONS ARE FINAL, AND THERE ARE NO REFUNDS. You agree (i) to look solely to the Maintainer of an applicable Project to resolve any disputes regarding contributions that you make via the Platform, and (ii) that the Maintainer or Admin are solely responsible for providing any refunds. Any refunds initiated by Contributors or Hosts via the Platform may be credited to the Payment Method maintained in your account. (g) Recognition. Pledgers and Donators may receive certain advertising, marketing, or other recognition ("Recognition") in exchange for their contributions. Subject to these terms, all Pledgers or Donators will receive the following Recognition: logo placement on the Collective page together with a link to the Financial Contributor’s profile page (“General Recognition”). Pledgers or Donators may receive additional Recognition if specified by a Maintainer within the applicable Project page. Each Pledger or Donator acknowledges and agrees that any Recognition beyond the General Recognition is provided solely by the Maintainer(s) or Admin(s) and the Maintainer of the applicable Project, and tha  NouGit is not responsible for fulfilling any, and does not make any representations or warranties with respect to, such supplemental Recognition offered by the Project. Pledgers and Donators agree to look solely to the applicable Maintainer or Admin regarding receipt of any supplemental Recognition. (h) Intellectual Property Rights. To receive General Recognition, Pledger or Donator must provide a logo or similar branding material via the Platform. To the extent a Pledger or Donator provides any trademarks, trade names, logos or other branding materials to NouGit ("Pledger or Donator Marks"), the Pledger or Donator hereby grants (i) to NouGit a non-exclusive, sublicensable license to use and display the Pledger or Donator Marks via the Platform for purposes of fulfilling the General Recognition and any supplemental Recognition offered by the applicable Project, and (ii) to the Maintainer, a non-exclusive, non-transferable license to use and display the Pledger or Donator Marks as mutually agreed upon by the Pledger or Donator and the Maintainer in connection with any supplemental Recognition.  

6. Terms for Developers

This Section applies to you if you use the Platform as a Developer. (a) Each Developer must (i) communicate with the Maintainer and Admins of a Project’s Task for any Task they choose to work on.  Developers must ensure that the purpose of the Task is accurately and clearly understood (ii) discuss and set the parameters (including timelines and amount of payment desired) for participation in the Task by Maintainer and Admins of said Project, including the recognition or other items provided to Pledgers and Donators in connection with a contribution; (iii) fully understands what the Task page descriptions regarding the criteria and process for having said work paid; (vi) conduct only legitimate activities in support of the Project and its purpose; and (vii) allow for Recognition (described in Section 4) by the Project in connection with your contributions. (b) Each Developer will (i) comply with all laws, rules and regulations applicable to the Project’s activities; (ii) maintain up-to-date contact information on the Developer’s page, so that the Project’s Maintainers, Admins, Code Reviewers, Pledgers and Donators can contact the Developer (iv) promptly respond to inquiries from a Project or Task’s Maintainer or Admins regarding Developer’s activities relating to said Task. (c) Any person or entity seeking to serve as Developer for a Task of a Project must be approved via the Platform. All Developers must acquire and maintain a valid financial account with one of the third-party payment services specified and designated by NouGit, and agree to, and comply with, any applicable terms of those third-party services. (d) As a Developer, You agree to accept payments of funds from Maintainer and Admins for designation to a specific Project or Task for said Project ("Project Funds").  (e) Developers must only submit requests for payment via the Platform for work they actually incurred in support of a Task of a Project. Any payment request made through the Platform must include a valid invoice or receipt indicating the work actually incurred by the Developer, and any other information required by the Maintainer or Contributors of that Project. Developers are solely responsible for submitting accurate information via the Platform for their designated payment account. At the minimum, such invoice should include the date, the full legal name and address of the provider of the good or service and the final amount paid, including tax if applicable. This information is not automatically published by us via our Platform, and we require Maintainers and Contributors via these Terms not to disclose the information to third parties.

7. Terms for Code Reviewers

This Section applies to you if you use the Platform as a Code Reviewer. (a) All terms and conditions written in section 6 for Developers apply directly to code reviewers in the exact same manner.  

8. Fees

(a) Fees to NouGit. We collect a fee equal to 10% of all contributions (the "NouGit Fee") made via the Platform by Pledgers and Donators. The NouGit Fee is deducted at the time that a contribution is made to the Project or Task of said Project. (b) Fees to Maintainer. The Maintainer may retain a percentage of all contributions (the "Maintainer Fee"). Maintainers must disclose this fee to the Developers, Code Reviewers and the Pledgers and Donators on the Project page. (c) Third-Party Payment Service Fees. If you use a separately branded third-party payment service (such as PayPal) to accept payment or pay the expenses submitted, the party responsible for that service may charge additional fees. (d) Taxes. It is the Maintainer’s responsibility to determine what, if any taxes apply to collection of contributions and disbursement of Pledger and Donator payments, including, for example, sales, use, value added, and similar taxes. It is also the Maintainer’s responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. NouGit is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from any transaction completed via the Platform.

9. User Content

(a) Our Platform may allow you and other users to create, post, store and share content, including messages, text, photos, videos, software and other materials (collectively, "User Content"). Except for the license you grant below, you retain all rights in and to your User Content, as between you and NouGit. (b) You grant NouGit and its affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. When you post or otherwise share User Content on or through our Platform, you understand that your User Content and any associated information (such as your username or profile photo) will be visible to the public. (c) You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time if we believe it is in breach of these Terms.

10. Conduct and Content Requirements

You must comply with the NouGit Community Guidelines. You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Platform. You will not:
  • Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
  • Use or attempt to use another user’s account without authorization from that user and NouGit;
  • Use our Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Platform or that could damage, disable, overburden or impair the functioning of our Platform in any manner;
  • Reverse engineer any aspect of our Platform or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Platform;
  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Platform that you are not authorized to access;
  • Develop or use any third-party applications that interact with our Platform without our prior written consent, including any scripts designed to scrape or extract data from our Platform;
  • Bypass or ignore instructions contained in our robots.txt file that controls automated access to portions of our Platform; or
  • Use our Platform for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
You may also only post or otherwise share User Content that is non-confidential and you have all necessary rights to disclose. You may not create, post, store or share any User Content that:
  • Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
  • Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
  • May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  • Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
  • Impersonates, or misrepresents your affiliation with, any person or entity;
  • Contains any unsolicited promotions, political campaigning, advertising or solicitations;
  • Contains any private or personal information of a third-party without such third-party’s consent;
  • Contains any viruses, worms, corrupted data or other harmful, disruptive or destructive files or content; or
  • Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Platform, or that may expose NouGit or others to any harm or liability of any type.

11. Open Source Software

Some source code for the software that supports our Platform is available for download as open source software. You agree to be bound by, and comply with, any license agreement that applies to this open source software. You will not indicate that you are associated with NouGit in connection with any of your modifications or distributions of this open source software. The source code we release in connection with open source software is not part of the Platform. For clarity, though, when we host any software and enable you to access and use such software as a service through our websites and apps, then these Terms will apply to such access and use.

12. Limited License; Copyright and Trademark

(a) Our Platform and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the "NouGit Content") are owned by or licensed to NouGit and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, NouGit and our licensors reserve all rights in and to our Platform and the NouGit Content. (b) You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Platform and NouGit Content for your own personal use; however, such license is subject to these Terms and does not include any right to (i) sell, resell or commercially use our Platform or NouGit Content; (ii) copy, reproduce, distribute, publicly perform or publicly display NouGit Content, except as expressly permitted by us or our licensors; (iii) modify the NouGit Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Platform or NouGit Content; (iv) use any data mining, robots or similar data gathering or extraction methods; and (v) use our Platform or NouGit Content other than for their intended purposes. Any use of our Platform or NouGit Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

13. Feedback

Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about NouGit or our products or Platform (collectively, "Feedback"), is non-confidential and will become the sole property of NouGit. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

14. Copyright Complaints

We have a policy of limiting access to our Platform and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Platform infringes any copyright that you own or control, you may notify NouGit’s Representatives as follows: Address: Distributed Technologies Inc BDA NouGit, 188 Grand St #203, New York, NY 10013 E-Mail Address: info@nougit.com Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Platform is infringing, you may be liable to NouGit for certain costs and damages.

15. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless NouGit, our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the "NouGit Parties") from and against any loss, liability, claim, demand, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of our Platform; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Platform. You agree to promptly notify NouGit of any third-party Claims, cooperate with the NouGit Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorney's' fees). You also agree that the NouGit Parties will have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and NouGit or the other NouGit Parties.

16. Disclaimers

(a) We do not control, endorse or take responsibility for any User Content or third-party content available on or linked to by our Platform. We do not control the collection of Pledes, Donations or contributions or the disbursement of payments through our Platform. (b) Your use of our Platform is at your sole risk. Our Platform is provided "as is" and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, NouGit does not represent or warrant that our Platform is accurate, complete, reliable, current or error-free. While NouGit attempts to make your access to and use of our Platform safe, we cannot and do not represent or warrant that our Platform or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Platform.

17. Limitation of Liability

(a) NouGit and the other NouGit Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if NouGit or the other NouGit Parties have been advised of the possibility of such damages. (b) The total liability of NouGit and the other NouGit Parties, for any claim arising out of or relating to these Terms or our Platform, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use our Platform during the 12 months immediately preceding the event giving rise to your claim. (c) The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional, willful, malicious or reckless misconduct of NouGit or the other NouGit Parties.

18. Release

To the fullest extent permitted by applicable law, you release NouGit and the other NouGit Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

19. Dispute Resolution; Binding Arbitration for U.S. Residents

If you are a resident of the U.S. then Section 21 applies. Please read the following section carefully because it requires residents of the United States to arbitrate certain disputes and claims with NouGit and limits the manner in which they can seek relief from us. (a) Except for small claims disputes in which you or NouGit seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or NouGit seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and NouGit waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Platform resolved in court. Instead, all disputes arising out of or relating to these Terms or our Platform will be resolved through confidential binding arbitration held in New York, NY in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason. (b) You and NouGit agree that any dispute arising out of or related to these Terms or our Platform is personal to you and NouGit and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. (c) You and NouGit agree that these Terms affect interstate commerce and that the enforceability of this Section 18 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Company agree that for any arbitration you initiate, you will pay the filing fee and Company will pay the remaining JAMS fees and costs. For any arbitration initiated by Company, Company will pay all JAMS fees and costs. You and NouGit agree that the state or federal courts of the State of New York and the United States sitting in New York, NY have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. (d) ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR OUR PLATFORM MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND NOUGIT WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM. (e) You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 18 by contacting us at support@nougit.com. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 19.

20. Governing Law and Venue

These Terms and your access to and use of our Platform will be governed by and construed and enforced in accordance with the laws of New York, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to Section 20 or cannot be heard in small claims court will be resolved in the state or federal courts of New York and the United States, respectively, sitting in New York, NY.

21. Changes to these Terms

We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Platform and update the "Last Updated" date above. We may also attempt to notify you by sending an email notification to the address associated with your account or providing notice through our Platform. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Platform after we provide notice will confirm your acceptance of the changes. In any case, changes to these Terms will not be retroactive. If you do not agree to the amended Terms, you must stop accessing and using our Platform.

22. Termination or Suspension

We reserve the right, without notice and in our sole discretion, to terminate or suspend your account or your right to access or use our Platform. A Project can also be suspended or discontinued at any time by us, the Maintainer or an assigned Admin. We are not responsible for any loss or harm related to your inability to access or use our Platform. You may stop using the Platform at any time. If we terminate or suspend your access to your account or our Platform, any licenses or rights we grant under these Terms will be immediately revoked.

23. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

24. Miscellaneous

These Terms constitute the entire agreement between you and relating to your access to and use of our Platform. The failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

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The Open Source Development Acceleration Platform launching in 2020.