The e-commerce solution when your business is too unique for

e-commerce

Terms of Service

I.  Shopper Terms of Service 	


Welcome to the Nytch application, provided by Nytch, Inc. (“Nytch,” “we,” “us,” or “our”). These Terms of Service (“Terms” or “TOS”) below are set at the sole discretion of Nytch and govern and regulate your (“you”, “your”, “customer,” or “shopper”) use of the Nytch marketplace. Prior to being allowed to participate on the platform, all potential customers must submit to the terms below, and those included by reference.  If, after reading the following provisions, you agree to the Terms and Conditions as they are set forth, please click “I agree” and proceed with the account registration process. If you do not agree to the Terms and Conditions herein discussed, you will not be allowed to use the services Nytch provides in any way. 

By accessing the Marketplace, which includes, but is not limited to, making Requests, requesting a purchase, or engaging retailers through messaging, you agree to be bound by these Terms.  If you do not wish to be bound by these Terms, you may not access or use the Marketplace.

These Terms are subject to change by Nytch, in its sole discretion, at any time.  You are responsible for checking these Terms prior to the use of the Marketplace.  You accept the Terms as-modified upon its accessing the Marketplace after any such change.  

	Terms of Service
	Nytch provides the platform through which you access the knowledge and expertise of small, independently-owned retailers.  The retailers and their staff will make recommendations based on your needs and preferences.  Any items purchased based upon those recommendations or through any other medium provided by Nytch are furnished solely by the individual retailers.  Nytch does not own any of the items being purchased, advertised, transmitted or conveyed through its platform.  The user is responsible for acquiring all technology necessary to access and engage the platform.  

	License and Access
	Subject to your acceptance of and compliance with these Terms and Conditions, Nytch grants a limited, non-exclusive, non-transferable, non-sublicense-able license to access and make personal use of the Nytch platform.  This license does not permit the user to engage in any conduct that undermines the integrity, brand, or security of the Nytch platform.  Such conduct includes, but is not limited to, downloading or copying any information from the service that benefits third parties, submitting any content that does not conform with the purpose of the platform or violates the terms governing content uploads; uploading any virus, malware, or data mining software and extraction tools. You may only use Nytch in a manner permitted by law and the license granted to you by Nytch may be revoked if you do not comply with these Terms and Conditions.  
	
	Abusing Nytch and Termination 
	At its sole discretion, Nytch may limit, suspend, or terminate our services or individual user accounts, restrict or prohibit access to or activities on those accounts, if it appears as though you are abusing the terms of service or otherwise violating the letter or spirit of the Terms. Upon termination or suspension of an account, you are not allowed to re-enter the site unless you receive written authorization from Nytch.	

	Account Formation
	By forming an account, you are asserting that you are of legal age to enter into a contract for the purchase of goods and not prohibited from doing so.  Nytch reserves the right to terminate or suspend your account.  In order to obtain the benefit of the services provided by Nytch, you also agree to enter all information reasonably necessary to fulfill your request.  To do so, you must provide information that is not untrue, inaccurate, or misleading.  Information that you know is outdated or will shortly become so may be considered untrue, inaccurate, or misleading.  If any information you submit fails to meet these conditions, Nytch will have reasonable grounds to suspend or terminate your account.  Please note that you are also responsible for all activity that occurs on your account.  Subsumed within this responsibility is the requirement that you keep your access information confidential.  If you have any reason to believe that this information may have been compromised, take all possible steps to regain access and inform Nytch immediately at hello@nytch.me. 

	Right to Change Terms during Special Events 
	Nytch may, from time to time and at its own discretion, amend these policies with reference to special events.  In event of a seasonal sale, promotional offering, or any other incentive or promotional campaign, Nytch may advise that all sales are final and not subject to return.  

Eligibility
The Marketplace is intended solely for use by persons who are thirteen (13) years or older. Access to or use of the Marketplace by anyone under thirteen (13) is prohibited. By accessing or using the Marketplace, a user represents and warranties that he/she is thirteen (13) years of age or older.

	Making Requests
	The Recommendation Request is the foundation of the platform.  It is the vehicle through which the years of experience of the retailer is translated into a recommendation suited entirely to you.  As any request involves the time and attention of the retailers, Nytch requires that a user’s request be legitimate and made in good faith.  Moreover, the user must make sure that all information submitted with each request (sizing information, intended use, etc.) is current and accurate.  

	Purchasing Conditions
	When you agree to purchase an item from a retailer through the platform, you agree that: 
●	You are responsible for reading the full product description to ensure that it comports to the terms of your request before agreeing to purchase; 
●	You agree to enter a legally binding contract to make the purchase by requesting to buy the item(s); 
●	You are legally responsible for furnishing the amount of the full payment to the retailer as listed by the retailer, and to which you agreed by purchasing the item; 
●	That you are entering into the purchase in good faith. 

	Uploading Content
	Nytch users may post content onto the platform.  You are responsible for all content uploaded onto the platform through your account.  In that respect, all submission must be posted according to the following conditions: 
●	You will not post information that is malicious or inaccurate; 
●	You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; and
●	You hereby affirm we have the right to determine whether any of your User Content submissions are appropriate and comply with these Terms of Use, remove any and/or all of your submissions, and terminate your account with or without prior notice.

Privacy Policy
Please review the Nytch Privacy Policy, which is incorporated into these Terms by reference.  By agreeing to these Terms, Retail Participant accepts the terms of the Nytch Privacy Policy in its entirety. 

	Return Policy
	The return policy is subject to change at the sole discretion of Nytch.  In order for a return to be successful, the user must ensure that the following conditions are met: (1) items must be returned within the return period and (2)(i) clothing items unworn and unwashed or (ii) all other items have been unused.  

	Arbitration
Except as otherwise provided in this Agreement, any controversy arising out of 	these Terms shall be submitted to an agreed upon arbitrator, located in San Francisco, California.  The costs of the arbitration, including any administration fee, the arbitrator’s fee, and costs for the use of facilities during the hearings, shall be borne equally by the parties to the arbitration.  Attorneys’ fees may be awarded to the prevailing or most prevailing party at the discretion of the arbitrator.  The arbitrator shall not have any power to alter, amend, modify or change any of these Terms nor to grant any remedy which is either prohibited by these Terms, or not available in a court of law. The arbitrator shall issue a written reasoned award and decision that shall be consistent with and supported by the facts and the law within ninety (90) days from the date the arbitration proceedings are initiated.  Judgment on the award of the arbitrator may be entered in any court having jurisdiction thereof.

	Disclaimer of All Warranties
	ALL PRODUCTS, CONTENT, INFORMATION AND SERVICES PROVIDED THROUGH NYTCH AND ITS RETAIL PARTNERS ARE DONE SO ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLICIT.  NYTCH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY.  TO THE FULL EXTENT PERMISSIBLE BY LAW, NYTCH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

NYTCH DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE THROUGH ITS PLATFORM BY ANY PARTY OTHER THAN ITS OWN.  UNDER NO CIRCUMSTANCE WILL NYTCH BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER'S RELIANCE ON INFORMATION OBTAINED THROUGH THE PLATFORM. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH NYTCH. 

NYTCH DOES NOT WARRANT THAT THE PLATFORM OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALAWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR WITHOUT ERROR.  NYTCH IS NOT LIABLE FOR ANY BUGS OR DAMAGE THAT OCCURS FROM USE OF THE NYTCH APPLICATION. 

YOU EXPRESSLY AGREE THAT USE OF THE NYTCH PLATFORM IS AT YOUR OWN RISK. 

	Indemnity and Limitation of Liability
	BY AGREEING TO THESE TERMS AND CONDITIONS AND BY CONTINUING USE OF THE NYTCH PLATFORM, YOU AGREE TO INDEMNIFY AND HOLD NYTCH AND ITS OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, AND EMPLOYEES HARMLESS AS TO ALL CLAIMS DEMANDS ARISING FROM YOUR USAGE OF THE NYTCH PLATFORM.  

YOU EXPRESSLY AGREE THAT NYTCH AND RETAIL PARTNERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM USE OF THE PLATFORM, CONTENT OR ANY RELATED SERVICES.

Entire Terms
These Terms constitutes the entire agreement of the parties with respect to the 	subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof, written, oral, or otherwise.

Applicable Law
These Terms will be governed by and construed in accordance with the laws of 	the State of Delaware without reference to conflict of laws principles.  Each party (i) agrees that all actions and proceedings arising from or related to these Terms or its subject matter may be litigated in state or federal courts located in the City and County of San Francisco, California and (ii) consents and submits to the personal jurisdiction and venue of any such court.  If any action at law or in equity is necessary to enforce or interpret the terms of the Terms, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be 	entitled.

Interpretation
	The provisions contained within these Terms will be interpreted according to the laws of the State of Delaware.  The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

	Severability
If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms 	and shall not affect the validity and enforceability of any remaining provisions.

	No Waiver 
	Nytch will not be considered to have waived any of its rights or remedies 	described in these Terms unless the waiver is in writing and signed by the appropriate corporate representative or agent. No delay or omission by Nytch in 	exercising its rights or remedies will impair or be construed as a waiver.

II.  Retailer Terms of Service

	Welcome to the Nytch application, provided by Nytch. Inc. (“Nytch”, “we”, “us”, or “our”). Nytch’s mission is to assist independently-owned retailers transitioning to a new mobile and e-commerce based economy.  As the expectations of an expanding online user base continues to evolve, our goal is to grow the independent retailer’s business by emphasizing its true unique strength: attention to the needs of individual customers.

These Terms of Service (“Terms” or “TOS”) set forth below govern your (“Retailer Participant,” “Retailer” or “you”) use of Nytch, an online marketplace (“Marketplace”) operated by Nytch. In order to use the Marketplace offered by Nytch, you must consent to be bound by these express terms below, those included by reference, and the DMCA Copyright Policy. These Terms govern your access to and use of the Marketplace.  If you object to any of the terms explicitly or implicitly included herein, you are prohibited from using the Marketplace.

By accessing the Marketplace, which includes, but is not limited to, making Recommendations (defined below), confirming a Purchase Request (defined below), or holding items in store for shoppers, you agree to be bound by these Terms. If you do not wish to be bound by these Terms, you may not access or use the Marketplace.

These Terms are subject to change by Nytch, in its sole discretion, at any time. Retailers are responsible for checking these Terms prior to the use of the Marketplace. You accept the Terms as-modified upon its accessing the Marketplace after any such change. If you are accessing the Marketplace on behalf of your employer, you are expressly warranting that you have such authority to assent and bind your employer to the Terms herein.
	
1.	Definitions
1.1.	Marketplace:  “Marketplace” generally refers to the unique marketplace and services owned and operated by Nytch, Inc.  It is the sum of each individual part, including: all intellectual property, technology, services, human interactions, and all other components amalgamated into Nytch’s product.  
1.2.	Nytch:  “Nytch” refers to “Nytch, Inc.,” the ownership legal entity, or parent company, of Nytch.  “Nytch” is used to reference the corporate entity throughout these Terms. Any reference to Nytch includes its employees, officers, directors, representatives, agents, and affiliates.
1.3.	Retail Participant:  “Retail Participant” refers to a retailer that is engaged in the Marketplace.  “Retailer Participant” includes reference to owner(s), sales staff and all other individuals involved with any Retail Participant who assists in the management/processing of sales or the interaction with customers on the Nytch platform.
1.4.	Matching Algorithm: The “Matching Algorithm” is the unique process that directs specific customers to selected Retail Participants based on the customer's needs, location, and other request parameters. 
1.5.	Matched Retailers:  “Matched Retailers” are Retail Participants that, based upon the results of the Matching Algorithm, have been selected to offer recommendations to an individual customer.  
1.6.	Matched Customers:  “Matched Customers” are the Nytch customers that, based upon the results of the Matching Algorithm, have been directed to a particular Retail Participant. 
1.7.	Purchase Request:  A Matched Customer makes a “Purchase Request” when he or she selects for purchase an item recommended by a Retail Participant. Before a Matched Customer’s order may be processed, Retail Participant must first confirm the Purchase Request as set forth below.
1.8.	Purchase Confirmation: A “Purchase Confirmation” occurs where a Retail Participant agrees to fulfill a specific Purchase Request, communicating to the requesting Matched Customer through the Nytch platform that the item is in stock and available for purchase and shipment.
1.9.	Nytch Commission:  The “Nytch Commission” refers to the percentage value or fee, however structured, of each transaction that will be retained by Nytch as compensation for creating and maintaining the Marketplace.  The Nytch Commission assessed on each transaction is 10% of the total purchase price.    To the extent that the Nytch third-party payment processor or shipping provider charge a fee for service, Nytch reserves the right to require Retailer Participants to pay such fees. Following the Test Period, Nytch reserves the right to alter or amend its revenue generation policy at its sole discretion and according to its own needs.
1.10.	Recommendation Request:  A “Recommendation Request” is the process whereby the Matched Customer requests good/services recommendations from the Matched Retailers.  Specifically, after having created a Profile, a Matched Customer will then use the Recommendation Request process to obtain individualized recommendations from Retail Participants.  
1.11.	Recommendation:  A “Recommendation” is where a Retail Participant responds to a Recommendation Request by recommending an item(s) to the requesting customer.
1.12.	Content: “Content” includes, but is not limited to, all photographs, accompanying text, descriptions, audio or video clips or any other media file or format that may be uploaded to the Nytch platform.

2.	Privacy Policy
2.1.	Please review the Nytch Privacy Policy, which is incorporated into these Terms by reference.  By agreeing to these Terms, Retail Participant accepts the terms of the Nytch Privacy Policy in its entirety

3.	Account Creation
3.1.	In order to become a Retail Participant, you must provide certain information. You must submit a valid email address and create a password, submit valid contact information, and identify the nature of your inventory and services so we may match you with customers. In order to make a Recommendation and complete a sale, you must submit valid banking details.

4.	License

5.1	Nytch extends to each Retail Participant a limited, non-exclusive, royalty-free 	license to use its corporate logo and other representations for the purposes as 	envisioned by these Terms.  Retail Participant may not use corporate 	trademarks or logos in any manner falling outside of these Terms.  This latter 	provision includes, but is not limited to, conduct that is directly disparaging of 	Nytch or where the retailer’s actions independent of the Nytch platform 	undermine or 	diminish Nytch’s public standing. With respect to Retail 	Participant’s publicly visible information through Nytch and all other usage of 	the Nytch Marketplace, Retail Participant agrees to comply with and abide by all 	applicable laws and regulations; not infringe upon Nytch’s intellectual property 	rights or the intellectual property rights of third-parties; and will not distribute 	any defamatory, pornographic or unlawful content. 
 
5.	Right to Suspend or Terminate your Access to and use of the Marketplace

6.1	In order to protect the security, integrity, or functionality of the Marketplace, 	Nytch reserves the right, in its sole discretion, to suspend or terminate your use 	of the Marketplace, with or without cause and with or without notice.  Although 	Nytch is not required to identify the specific ground or grounds for suspension 	or termination, the following actions may prompt Nytch to consider immediate 	termination of your account:

	6.1.1	Material breach of any provision of these Terms which is capable of 			remedy, and fails to promptly remedy the breach after receipt of written 			notice to do so
	6.1.2	Material breach which cannot be remedied;
	6.1.3	You are the subject of a bankruptcy order, or become insolvent, or makes any arrangement or composition with or assignment for the benefit of 			your creditors, or if you go into either voluntary (otherwise than for 			reconstruction or amalgamation) or compulsory liquidation, or a 				receiver or administrator is appointed over your assets
	6.1.4	You undergo a change in control or ownership; or
	6.1.5	You abuse or misuse the privilege of being on the platform, or otherwise acts inconsistently with the letter or spirit of these Terms. 

6.2	You may terminate your use of the Marketplace and close your account by contacting Nytch directly. Any fees you have paid are non-refundable. All Terms herein shall survive termination. 


6.	Modification, Suspension or Termination of the Marketplace

7.1	Nytch reserves the right to change, suspend or terminate the Marketplace with or without notice. You understand and acknowledge that Nytch will not be liable 	to you or any third party upon a change, suspension or termination of the 	Marketplace. You further understand and acknowledge that Nytch will not be 	liable to you or any third party for termination or suspension of your access to 	the Marketplace. 

7.	Nytch Marketplace Participation:  Retailer Requirements

8.1	Retail Participant’s engagement with customers on the Nytch Marketplace is 	subject to the high standards of Nytch.  Nytch will make all efforts to maximize 	Retail Participant’s experience as reflected in overall sales and user experience.  	However, failure to adhere to the terms herein stated may result in Retail 	Participant being excluded from the Nytch Marketplace.  Failure to engage 	customers in good faith or an observed pattern of failure to meet the 	requirements set forth below may result in suspension or termination of Retail 	Participant’s account (see “Termination” above for additional actions that may 	result in the termination of a Retail Participant’s account).  

8.2	Account Maintenance Requirements

8.2.1	Retail Participant must ensure that the information presented to users is up-to-date and accurate.  This includes geographic location, contact information, inventory descriptions, and all other information that may be considered relevant to a reasonable customer or is required by these Terms.  

	8.2.2	Responding to Customers and Content Upload

		8.2.2.1	Failing to respond to customer inquiries diminishes the overall 				experience for the customer and tarnishes the Nytch brand.  				Neglecting to actively supervise Retail Participant’s account may 				result in suspension or termination (see “Termination” above).  				Each Retail Participant must maintain active monitoring of its 				account. 
		8.2.2.2	Retail Participant may not upload any bulk Recommendations or “spam” or engage in conduct otherwise constituting unsolicited 				advertising.
		8.2.2.3	Retail Participant is responsible for and ensures that the price, 				description, and any information submitted with respect to any 				Recommendation is accurate, up-to-date, and not misleading in 				any way.
8.2.2.4	Retail Participant will submit each Recommendation in earnest by taking into the needs, price and preference designations submitted by individual customers. 
		8.2.2.5	Retail Participant affirms that Nytch has the right to determine 				whether any of Retail Participant’s Recommendations comply with these Terms, remove any and/or all of Retail Participant’s Recommendations, and terminate Retail Participant’s account with or without prior notice.

8.3	Inventory Photograph Protocol 

	8.3.1	Retail Participant must ensure that the quality of photographs submitted to customers via the platform meets or exceeds minimum requirements.  Every photograph submitted by Retail Participant must be at least 8 megapixels, or the equivalent resolution of the cameras found in both the iPhone 4S and Samsung Galaxy S3. The photographs must be displayed in 		a manner where the item is illuminated so that the customer can 				determine the quality of the fabric and of the item overall

8.4	Platform Integrity

8.4.1	Retail Participant may not intentionally redirect Matched Customer traffic from Nytch onto its own e-commerce platform, mobile or otherwise.
	8.4.2	Retail Participant must maintain uniform pricing across the Nytch 			Marketplace and any other online sales platform under Retail 				Participant’s direct control.
	8.4.3	If a Retailer offers a sale, promotion or general discount on its separate e-commerce platform(s), the same sale must be offered through Nytch. 

8.6	Purchase Requests and Confirmation

	8.6.1	Upon a customer making a Purchase Request, Nytch will notify Retail Participant via a push notification to ensure that the order is confirmed 			and fulfilled as quickly as possible.  Retail Participant must respond to a 			customer’s Purchase Request or inform the customer that the requested 			item is unavailable in a timely manner.

8.7	Transactions and Payment Processing

	8.7.1	Retailer understands and acknowledges that Nytch uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing. In order for 			you to use Braintree's payment processing services, you must enter into 			the Merchant Services Agreement (MSA) with Braintree and its 				sponsoring bank. The MSA is available at 							www.braintreepayments.com/agreements/merchant. By accepting this 			Agreement, you agree: (a) that you have downloaded Nytch, and (b) that 			you have reviewed and agree to the Nytch Terms of Service. Please note 			that Nytch is not a party to the MSA and that you, Braintree and 				Braintree's sponsoring bank are the three parties to the MSA and that 			Nytch has no obligations or liability to you under the MSA. If you have 			questions regarding the MSA, please contact Braintree at 877.434.2894.

	8.7.2	Upon Confirmation of any Purchase Request by the Retail Participant, Nytch will use Braintree to process the Matched Customer’s payment for 	the amount agreed to upon submitting the Purchase Request.

8.7.3	Retail Participant agrees that Braintree may hold the Matched Customer’s purchase funds for the duration of the return period, if applicable (see “Returns” below).  Upon expiration of the return period, the purchase funds, excluding the Nytch commission and any fee levied by the third-party payment processor, will be transferred to Retail Participant’s account.

8.7.4	Retail Participant will be responsible for the processing costs associated with all sales on the Nytch platform of items valued at $5.00 or less.  Payment processing costs are 2.9% + .30 per transaction.

8.9	Returns

8.9.1	In the event that Nytch permits returns across its platform, Retail Participant agrees to the following terms: 

	8.9.2	Retail Participant agrees that Nytch may withhold the funds paid by a customer to purchase items on the Nytch Platform for the return period. 			This is designed to allow the Retail Participant to have the opportunity to 		notify Nytch if a returned item has been damaged.

8.9.3	If, for any purchase, a customer has not initiated a return by the expiration of the return period, the funds will be deposited into the account designated by Retail Participant. Retail Participant is solely responsible for ensuing that payments are being processed properly and must notify Nytch immediately should a problem arise.  

	8.9.4	In the event the customer initiates a return within the designated return period, the return funds will be withheld from the customer until Retail 			Participant receives the items. Retail Participant must notify Nytch if 			there is a problem with the returned item within the time stated on the 			Nytch return policy. If the Retail Participant does not notify Nytch of a 			problem with the return, Nytch will initiate a refund to the Customer, and 		the Retail Participant will have no ability to contest the sale.

8.	Retail Participant’s Grant

9.1.	By entering into these Terms, Retail Participant grants Nytch a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, 	perform, display, distribute, adapt, modify, reformat, create derivative works of, 	and otherwise commercially or non-commercially exploit in any manner, any 	and all of the content the Retailer Participant submitted to Nytch; provided, 	however, that Nytch will not alter any of Retail Participant’s trademarks (i.e., 	trademarks provided to Nytch in non-text form for branding purposes that are 	separate from and not embedded or otherwise incorporated in any product 	specific information or materials) from the form provided by Retail Participant 	(except to resize trademarks to the extent necessary for presentation, so long as 	the relative proportions of such trademarks remain the same) and will comply 	with Retail Participant’s removal requests as to specific uses; provided further, 	however, that nothing in these Terms will prevent or impair Nytch’s right to use 	without Retail Participant’s consent the content and any other materials 	provided, to the extent that such use is allowable without a license from Retail 		Participant under applicable law (e.g., fair use under copyright law, referential 	use under trademark law, or valid license from a third party). Retail Participant 	warrants to Nytch that it has legal permission, ownership, or rights to submit all 	content it uploads onto the Nytch platform.   

	Retail Participant understands and agrees that Nytch may use any feedback, 	provided by Retail Participant, including suggestions, Retail Participant name 	and likeness (“Feedback”), to modify and promote the Marketplace at Nytch’s 	discretion, and that Retail Participant will not be due any compensation for such 	feedback. Retail Participant expressly grants Nytch unlimited, worldwide, non-	exclusive, royalty-free and fully paid, irrevocable, perpetual license to use, 	display, distribute, reproduce, offer for sale, sell, or otherwise exploit for its own 	purposes any such Feedback. Feedback includes information communicated to 	Nytch regardless of method of communication.

9.2.	Item Photograph Rights: Retail Participant expressly grants Nytch 	unlimited, worldwide, non-exclusive, royalty-free and fully paid, irrevocable, 	perpetual license to use, display, distribute, reproduce, offer for sale, sell, or 	otherwise exploit for its own purposes any image of any item that Retail 	Participant uploads onto Nytch.

9.	Ownership of Intellectual Property

10.1	Retail Participant agrees not to reverse engineer, disassemble or decompile any 	prototypes, software or tangible objects that contain or embody any Confidential 	Information, or export or reexport (within the meaning of U.S. or other export 	control laws or regulations) any Confidential Information or product thereof.

10.	Copyright

11.1	Retail Participant agrees that, as a condition of use, it will abide by all United 	States and International Copyright laws as defined in the Digital Millennium 	Copyright Act. Specifically, Retail Participant will not post or upload any content 	that violates or infringes upon the Copyrights of third-parties.

	Retail Participant asserts that all content it uploads with respect to this 	provision are legally posted with, where appropriate, authorization from third-	party Copyright holders.  Retail Participant also agrees that any content it 	submits to Nytch will not infringe upon the intellectual property rights of third-	parties and warrants such to Nytch by agreeing to these terms.

	Nytch’s ability to change or delete content uploaded by Retailers: Retail 	Participants understands and acknowledges that Nytch may, in its sole 	discretion, delete any information, including a Recommendation, photograph, or 	accompanying text, from the Marketplace if Nytch believes, in good faith, that 	such information may violate any copyright.

	Nytch is not responsible for the accuracy, copyright compliance or legality of 	Content on the application. 
	11.2	DMCA Policy:  
	11.2.1	Nytch will respond to legitimate requests under the Digital 				Millennium Copyright Act ("DMCA"), and we retain the right to remove 			user content on Nytch that we deem to be infringing the copyright of 			others.  If you 	become aware of user content on Nytch that infringes 			your copyright rights, you may submit a properly formatted DMCA 			request (see 17 U.S.C. § 512) to us.

	11.2.2	Misrepresentations of infringement can result in liability for monetary 			damages. You may want to consult an attorney before taking any action 			pursuant to the DMCA. Any DMCA request should be sent to this contact 			information:

		Grant Lea
		Nytch, Inc.
		Address: 746 Great Highway No. 3, San Francisco, CA 94121
		Email: grant@nytch.me

11.2.3	Please send our Copyright Agent the following information:

	1.	The electronic or physical signature of the owner of the copyright 				or the person authorized to act on the owner's behalf;
	2.	Identification of the copyrighted work claimed to have been 				infringed, or a representative list of such works;
	3.	The URL or Internet location of the materials claimed to be 				infringing or to be the subject of infringing activity, or 					information reasonably sufficient to permit us to locate the 				material;
	4.	Your name, address, telephone number and email address;
	5.	A statement by you that you have a good faith belief that the 				disputed use of the material is not authorized by the copyright 				owner, its agent or the law; and
	6.	A statement by you, made under penalty of perjury, that the 				above information in your notice is accurate and that you are the 				copyright owner or are authorized to act on the copyright 					owner's behalf.

11.	Indemnity

12.1	It is understood and agreed that Retail Participant is solely responsible for any 	and all claims arising out of sales and other transaction occurring as a result of 	these Terms and participation on the Nytch Marketplace.

12.2	Retail Participant agrees to defend and indemnify Nytch and its directors, 	employees, representatives and agents from and against any and all claims 	brought by or on behalf of any person or entity pertaining to sales and/or other 	transactions arising out of the relationship between Retail Participant and 	Nytch.

12.3	Retail Participant further agrees to pay all reasonable attorney fees and costs 	incurred by Nytch in defending or responding to any such claims.  This 	indemnification provision applies to claims predicated on both active and 	passive conduct.

12.4	Nytch reserves the right to assume exclusive defense and control of any matter 	and Retail Partner agrees to comply and cooperate with Nytch’s defense.

12.	Arbitration
13.1	Except as otherwise provided in this Agreement, any controversy arising out of these Terms shall be submitted to an agreed upon arbitrator, located in San Francisco, California.   The costs of the arbitration, including any administration fee, the arbitrator’s fee, and costs for the use of facilities during the hearings, shall be borne equally by the parties to the arbitration.  Attorneys’ fees may be awarded to the prevailing or most prevailing party at the discretion of the arbitrator.  The arbitrator shall not have any power to alter, amend, modify or change any of the terms of these Terms nor to grant any remedy which is either prohibited by these Terms, or not available in a court of law. The arbitrator shall issue a written reasoned award and decision that shall be consistent with and supported by the facts and the law within ninety (90) days from the date the arbitration proceedings are initiated.  Judgment on the award of the arbitrator may be entered in any court having jurisdiction thereof.

13.	WARRANTY DISCLAIMERS

14.1	NYTCH PROVIDES NO WARRANTIES.  THE NYTCH MARKETPLACE AND THE 	SERVICES THAT ARE PROVIDED ARE DONE SO ON AN “AS IS” AND “AS 	AVAILABLE” BASIS.  NYTCH MANES NO REPRESENTATIONS OR WARRANTIES, 	IMPLIED OR EXPLICIT, OF ANY KIND INCLUDING, WITHOUT LIMITATION:

14.2	THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A 	PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; 

14.3	THAT THE PLATFORM OR THE SERVICES WILL MEET YOUR REQUIREMENTS, 	WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, 	SECURE, OR WITHOUT ERROR; 

14.4	ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF 	TRADE;

14.5	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER 	OR NOT ARISING FROM THE NEGLIGENCE OF NYTCH; AND

14.6	ANY GUARANTEES AS TO CUSTOMER INCREASES, SALES INCREASES, PROFIT 	INCREASES, OR REVENUE INCREASES. NYTCH MAKES NO REPRESENTATIONS 	AND HAS NO DUTIES WITH RESPECT TO WHAT CUSTOMERS USE THE 	MARKETPLACE.

14.7	NYTCH IS NOT LIABLE FOR ANY BUGS OR DAMAGE THAT OCCUR FROM USE OF 	THE NYTCH APPLICATION.

14.	Entire Terms

15.1	These Terms constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof, written, oral, or otherwise.

15.	No Agency

16.1	No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind 	the other in any respect.

16.	Interpretation

17.1	The provisions contained within these Terms will be interpreted according to 	the laws of the State of Delaware.  The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

17.	Severability

18.1	If any provision of these Terms shall be deemed unlawful, void, or for any reason 	unenforceable, then that provision shall be deemed severable from these Terms 	and shall not affect the validity and enforceability of any remaining provisions.

18.	No Waiver

19.1	Nytch will not be considered to have waived any of its rights or remedies 	described in these Terms unless the waiver is in writing and signed by the 	appropriate corporate representative or agent. No delay or omission by Nytch in 	exercising its rights or remedies will impair or be construed as a waiver.

19.	Governing Law 

20.1	These Terms will be governed by and construed in accordance with the laws of 	the State of Delaware without reference to conflict of laws principles.  Each party 	(i) agrees that all actions and proceedings arising from or related to these Terms 	or its subject matter may be litigated in state or federal courts located in the City 	and County of San Francisco, California and (ii) consents and submits to the 	personal jurisdiction and venue of any such court.  If any action at law or in 	equity is necessary to enforce or interpret the terms of the Terms, the prevailing 	party shall be entitled to reasonable attorneys' fees, costs and necessary 	disbursements in addition to any other relief to which such party may be 	entitled.

20.	Contact: If you have problems with Marketplace, please email hello@nytch.me.

Contact: If you have problems with Marketplace, please email hello@nytch.me.

Nytch, Inc. (“Nytch,” “we”, “our,” or “us,”) is committed to protecting the privacy of individuals ((“User(s)” or “you”) who visit the Company’s mobile platform(s) or application(s) (collectively “Application”). This Privacy Policy describes Nytch’s privacy practices in relation to the use of our platform and related applications and services offered by Nytch (the “Services”), including the policies and procedures on the collection, use and disclosure of individuals and their identifiable information and data.

Nytch has a strong focus on privacy issues and will use data collected to offer a better experience for users and Nytch customers or clients to further the purpose of providing retailer and/or customer information, and accurate search results or market data and demographics. For purposes of this Privacy Policy, information that you provide through the Application may be regarding: (1) information related to retailer entities and customer or market data, including without limitation, communications or interactions with Nytch or other users; and/or (2) information relating to your use of the Application or Services. Notwithstanding the above parameters concerning information, we use the term “information” to address its general and most broadly applicable use. By using the Application or our Services you consent to the collection, use and disclosure, collection, and storage of your personally identifiable Application information.

Nytch collects personal information when users register with Nytch, use Nytch’s services, and visit Nytch’s Application. Nytch may combine information about users that we have with information we obtain from third party providers or social media Web sites or applications. When using our Application and Services, you consent to the collection, transfer, manipulation, storage, disclosure and other uses of your information as described in this Privacy Policy. Irrespective of which country you reside in or originate from, Nytch has the right to use the information in the United States and/or in any other country in which Nytch operates. If you have any questions about the Privacy Policy, please feel free to contact us.

Information Collection and Use
When you register with Nytch, you are logging in by creating an account directly on Nytch or by utilizing your existing account on Facebook, Google or other third party social media platforms or Web sites to facilitate authentication. We may ask for information such as email address, username and location, among other relevant data. While we utilize existing third party companies for the processing of your payments related to our Services, as addressed below, we reserve the right to request or collect your payment information solely for purposes of recordkeeping or fulfilling a transaction. When you register with Nytch and log in to our Application, you are not anonymous to us.

You may provide Nytch with information to make public. You may customize your account with such information of such a service becomes available and necessary. We may also use your contact information to send you information about our Services or to market to you. You may unsubscribe from these messages by following instructions contained within the messages or the instructions on our Application. If you email us, we may keep your message, email address, and contact information on file to respond to your request.

DATA STORAGE
When you input data into our Application, you are consenting to our storing of such data. This includes any photos or descriptive content associated with your account/profile, your viewing or engagement functions, and product purchases. We store such data solely for the purpose of improving your experience on our Application, such as providing tailored recommendations to you, customizing any advertising and/or content you see, fulfilling your requests for products and services, refining our services, and/or to contact you, to conduct research, and provide anonymous reporting for internal and external clients. Your data is, in part stored through the use of cloud services which is external to our Application. Nytch, Inc.’s data storage service provider is Amazon Web Services (AWS).

The data that we store is processed an analyzed by an outside service provider in order so that Nytch may provide a better experience for shopper and business owner users, both on and off of the Nytch platform. The outside services provider who is contracted to fulfill this function is bound by non-disclosure agreements and is explicitly prohibited from utilizing the data in any activity or for any purpose that is extraneous to the services provides through the Nytch platform. The data provided to Nytch, either directly or indirectly, by its users is neither sold nor shared with any outside firm or company, including, but not limited to, entities engaged in advertising or marketing.

Children
Nytch does not knowingly collect personal information from children under thirteen (13). If we become aware that a child under thirteen (13) has provided us with personal information, we take steps to remove such information and terminate the child’s account.

Furthermore, Nytch does not contact children under the age of thirteen (13) about special offers or for marketing purposes, unless the age is unknown to Nytch through no fault of our own. Nytch does not knowingly ask children under the age of thirteen (13) for any personal information.

INFORMATION SHARING AND DISCLOSURE
Nytch does not disclose your private information except in the limited circumstances described here. Nytch does not rent, sell, or share personal information about you with other people or non-affiliated companies except to provide products or services you’ve requested, when we have your permission, or under the following circumstances:

We provide the information to other users on our Application, which information may include your profile and associated content, and your transactions for purposes of facilitating qualitative user engagement;
We reserve the right to provide the information to trusted partners who work on behalf of or with Nytch. These companies may use your personal information to help Nytch communicate with you about offers from Nytch. However, these companies do not have any independent right to share this information.
We prohibit any accounts, information sharing or use of children under the age of 13. We respond to subpoenas, court orders, or legal process, or to establish or exercise our legal rights or defend against legal claims.
We believe it is necessary to share information in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of Nytch’ terms of use, or as otherwise required by law.
We transfer information about all users if Nytch is acquired by or merged with another company. In this event, Nytch will notify users before information about user is transferred and becomes subject to a different privacy policy.

Nytch may share or disclose your non-private, aggregated or otherwise non-personal information.

THIRD PARTY USAGE OF DATA
Nytch uses and may use in the future a variety of services hosted by third parties to help provide our services, such as hosting current or future blogs, Twitter page, and other social media or branded pages, and to help us understand the use of our Services, such as in-house or third party analytics. These services may collect information sent by your mobile device as part of a request. Nytch may share data about you with Nytch’s contracted service providers so that these service providers can provide services on our behalf. Without limiting the foregoing, Nytch may also share data about you with our service providers to ensure the quality of information provided, and with third-party social networking and media Web sites, such as Facebook or Twitter, for marketing and advertising on those Web sites. Unless described in this Privacy Statement, Nytch does not share, sell, rent, or trade any information provided with third parties for their promotional purposes.

BUSINESS PARTNERS
From time to time, Nytch may partner with other companies to jointly offer products or services. If you purchase or specifically express interest in a jointly-offered product or service from Nytch, the company may share data about you collected in connection with your purchase or expression of interest with our joint promotion partner(s). Nytch does not control our business partners’ use of the data we collect, and their use of the information will be in accordance with their own privacy policies. If you do not wish for your information to be shared in this manner, you may opt not to purchase or specifically express interest in a jointly offered product or service.

BILLING
Nytch uses a third-party service provider to manage credit card processing. This service provider is not permitted to store, retain, or use billing information except for the sole purpose of credit card processing on the Company’s behalf.

COMPELLED DISCLOSURE
Nytch reserves the right to use or disclose information provided if required by law or if the Company reasonably believes that use or disclosure is necessary to (1) comply with a judicial proceeding, court order, or legal process; (2) protect and defend the rights or property of Nytch, or (3) as part of a transfer of assets to a successor in interest. Except as stated, Nytch does not rent, sell, or otherwise share personally identifiable information.

ACCESS
Upon your submission of personal information, Nytch may contact you or send you marketing information about our products or services through your mobile device. If you do not wish to receive this information, you may notify us by electronically opting out on the Application or declining notifications. Keep in mind, however, that you may not receive valuable information as a result of your election to be removed from such notices. We will use reasonable efforts to refrain from including you when sending marketing materials to you by noting your election in our Application.

If you wish to access information about you in our Application, you may contact us at hello@nytch.me. If you believe any of the information is incorrect or needs updating, please advise us. We will correct our records upon verification of the requested change.

SECURITY
Nytch will take reasonable and prudent precautions to ensure that your personally identifiable data is protected against unauthorized access, use, or disclosure. We will use encrypted client connections with verified security protocols (SSL), etc. to protect your data we have stored.

REVISIONS OR CHANGES TO POLICY
We may revise this Privacy Policy from time to time, at any given time. The most current version of the policy shall govern our use of your information and will always be available on our Application. If we make changes to this policy that, in our sole discretion, is material, we may notify Users via an update on our Application or via e-mail to the e-mail address associated with your account. By continuing to access or use the Application and/or services of Nytch after those changes become effective, you agree to be bound by the revised Privacy Policy, regardless of objections. For purposes of contract, the contracting party to you is Nytch, Inc.

DELETION OF DATA
If at any point throughout the duration of an active account or after you have terminated or otherwise canceled your Nytch account you no longer consent to Nytch Inc.’s retention of your data or would like to know the nature, type, or explanation of your data that is stored by Nytch, please email us at hello@nytch.me with the email subject line “DATA POLICY.” If so asked, Nytch will delete all data stored directly by us or by our third party cloud service provider.

CONTACT US
We welcome your comments or questions concerning our Privacy Policy. You may contact Nytch by emailing us at hello@nytch.me.