Terms and Conditions

1. Introduction and Agreement to Terms

Welcome to NeSoTh. Our mission is to empower our members through networking, knowledge sharing, and access to exclusive events and services. As part of our commitment to this mission, these Terms and Conditions are designed to ensure a positive, respectful, and secure environment for all applicants, members, visitors, and partners.

By accessing, registering, or using our services, you are entering into a legally binding contract with N Members Ltd. (“NeSoTh,” “we,” “us,” and “our”). This agreement governs your use of our website (the “Website”), applications, platforms, events, partnerships, benefits, features, content, and services (collectively, the “Services”), whether as a registered user or a visitor.

By applying, registering, or otherwise using our Services, you agree to these Terms and Conditions (“Terms”), our Privacy Policy, and any additional terms that apply to specific services or features. These documents together define our relationship with you and include important information about your rights and obligations when interacting with us.

If you are using the Services on behalf of a business or entity, you represent that you have the authority to bind that business or entity to this agreement, and that business or entity accepts these terms.

If you do not agree to these Terms, please do not access, register, or use any of our Services.

2. Changes to Terms

We reserve the right to modify these Terms, our Privacy Policy, and our Cookie Policy at any time. If we change these Terms, we will post the revised document here and such changes will be effective immediately upon that posting. Your continued membership or use of our Services constitutes your acceptance of such changes and agreement to be bound by the modified Terms as of their effective date. We recommend that you review these Terms periodically when accessing or using our Services.

3. Membership Criteria and Process

We are committed to building a remarkable and impactful global community of professionals in, and students interested in, Finance, Law, Consulting, and Entrepreneurship. To maintain the integrity and quality of our community, we utilize a set of confidential evaluation criteria in our review of applications. These criteria are carefully developed to assess academic and professional achievements, potential for contribution, diversity, and alignment with our values and mission. The specific details of these criteria are proprietary and are not disclosed publicly to ensure fairness and objectivity in our selection process.

We reserve the right to exercise discretion in our selection process. We review each application comprehensively, considering a range of factors that contribute to the overall diversity, dynamism, and excellence of our community. This discretionary approach allows us to curate a membership base that not only excels in their respective fields but also brings a rich diversity of perspectives, experiences, and ideas. It enables us to adapt our selection process to evolving professional landscapes and the changing needs of our community.

3.1 Student Membership Specifications
We are dedicated to cultivating a vibrant, diverse, and intellectually stimulating community that includes students from various educational backgrounds. To this end, we provide tailored memberships for Graduate, Undergraduate, and High School students, each designed to address the unique aspirations and requirements of students at distinct stages of their educational journey.

Eligibility and Age Requirements
General Eligibility: Student membership is available to individuals engaged in Graduate, Undergraduate, or High School academic programs. Our goal is to support students in their pursuit of excellence, offering resources and networking opportunities that complement their academic endeavors.

Age Minimum: All student applicants must be at least 15 years of age at the time of application. This minimum age requirement ensures that our services and content are appropriate and valuable for all student users.

Legal Age Compliance: In areas where local laws mandate a higher age of consent for engaging with our Services, applicants must comply with such regulations. It is the applicant’s responsibility to verify and attest that they meet the legal age requirement applicable in their jurisdiction.

Parental or Guardian Consent
For Applicants Under 18: Applicants under the age of 18 are required to attest that a parent or guardian has reviewed and consented to our Privacy Policy and Terms.

High School Membership Applications: Specifically, for our High School membership program, applicants must include the contact information of a parent or guardian within their application form. While we request this information, we do not commit ourselves to contacting the parent or guardian. By providing these details, applicants grant us the right, but not the obligation, to reach out to the parent or guardian at our discretion. This policy is in place to ensure that we have the means to uphold a secure and inclusive environment for our youngest users, should the situation necessitate it, without imposing an automatic commitment to initiate contact.

Request to Change Membership Type from Student Membership
If you are approaching the completion of your current membership stage (e.g., graduating from high school, undergraduate, or graduate programs, or otherwise transitioning out of student status), you are required to submit a request to change your membership type. The available membership types include High School Student, Undergraduate Student, Graduate Student, and Professional. Each request will be reviewed at our discretion, based on criteria specific to the new membership type, to ensure alignment with the standards and values of our community. Approval for transitioning to a new membership type is not automatic and depends on the outcome of this discretionary review. Until a decision is made, or unless you choose to end your membership, your current membership will remain active.

3.2 Non-Discrimination and Commitment to Diversity, Equity, and Inclusion
We are committed to fostering an inclusive environment that values diversity and equity. Our selection process does not discriminate on the basis of race, color, religion, gender, gender identity or expression, sexual orientation, national origin, genetics, disability, age, or any other status protected by applicable laws. We are dedicated to waiving the annual membership fee for a select number of accepted students who require financial support, demonstrating our commitment to accessibility and inclusiveness. Applicants interested in this financial aid option must indicate their need during the application process and provide supporting documentation. Membership approval, including the waiver of the annual membership fee, is entirely at our discretion.

3.3 Application Process and Fee
Prospective members generally submit their applications through our website. Our application process is designed to assess the alignment between the applicant’s profile and the ethos of our community. An application fee is required at the time of submission to cover the costs associated with the review of each application. The application fee is non-refundable and does not guarantee or confer membership. Successful applicants will be invited to commence their membership upon payment of the annual membership fee. Applicants who are not successful may reapply at a future date without incurring another application fee. We reserve the right to process applications in a manner that may vary from the standard procedure outlined here, allowing us the flexibility to accommodate unique circumstances or operational needs. We reserve the right to modify the application process or fees as necessary to best serve the interests of our community. For details on how we use and protect your information, please refer to our Privacy Policy.

3.4 Honorary Membership

NeSoTh offers Honorary Membership to recognize individuals for exceptional professional achievements. Acceptance into NeSoTh does not guarantee or imply acceptance as an Honorary Member. Members may submit requests for consideration; however, NeSoTh retains sole discretion over all decisions related to Honorary Membership. Submission for consideration does not confer any rights or entitlements to Honorary Membership. NeSoTh reserves the right to modify, suspend, or discontinue the terms of Honorary Membership at any time without prior notice. Honorary Membership is distinct from general NeSoTh membership and does not confer any additional rights beyond those expressly stated by NeSoTh. Likewise, general membership status is not affected by Honorary Membership decisions.

4. Membership Fees and Payments

4.1 Annual Membership Fee
In alignment with our dedication to fostering an inclusive and diverse community, we offer flexible payment options for the annual membership fee. Recognizing the varied circumstances and preferences within our global membership, we provide the choice of annual or bi-annual payment schedules. This approach underscores our commitment to ensuring that our Services remain accessible and accommodating to all members, reflecting the diversity and dynamism of our community.

4.2 Membership Pricing Flexibility
We reserve the right to set membership fees and adjust pricing at our full discretion for a variety of reasons, including but not limited to strategic needs and objectives, operational needs, market dynamics, geographical location, membership category, promotional offers, and to support our diversity and inclusion goals. This approach ensures we can tailor our offerings to meet the diverse needs of our community while sustaining the quality and accessibility of our Services.

We exercise full discretion in granting complimentary memberships and adjusting membership rates to suit strategic needs and objectives, including but not limited to enhancing community value and diversity, meeting market demands, and supporting our promotional efforts. This approach allows us to dynamically address the evolving landscape of our community while upholding our commitment to inclusivity and diversity. By joining, members acknowledge and agree to this variability in pricing, understanding it reflects our commitment to a flexible and inclusive membership structure.

4.3 Automatic Payment Authorization
As part of your membership, you are required to provide and maintain valid card information for automatic card payments. This authorization is twofold: it facilitates the seamless processing of scheduled membership fee payments (annually or bi-annually, as per your selection) and authorizes us to charge the provided payment method for any Services purchased through our platform, in instances where an alternate payment method is not specified at the time of transaction. By providing your payment information, you affirm your consent for these uses, ensuring that all related transactions are conducted efficiently, thereby maintaining uninterrupted access to Services.

You are responsible for ensuring that the card information you provide is current, valid, and sufficient for processing your payments. You are also required to promptly update your payment information in the event of changes to your card details, expiration date, or if your card is cancelled or replaced for any reason.

By submitting your payment information, you affirm that you are the rightful owner of the card or are duly authorized to use it for this purpose. You further attest that the use of this card does not violate the terms and conditions of your card agreement or any applicable laws.

Failure to provide valid payment information or unauthorized use of a payment card may result in the suspension or termination of your membership. We reserve the right to take necessary actions to ensure compliance with these Terms.

4.4 Cancellation, Reactivation, and Reapplication for Membership
Members have the right to cancel or terminate their membership at their discretion via their profile settings. If you cancel your membership, you will continue to enjoy Services until the completion of your current billing period, ensuring full utilization of Services paid for. If you decide to cancel your membership but later wish to rejoin before your current billing cycle ends, you can reactivate your membership to maintain uninterrupted access to Services. Termination requests take immediate effect, ceasing future billings and ending access to Services after the current billing cycle concludes.

Should you wish to return as a member after your paid membership period has ended and your access to Services has been revoked, you will be considered a new applicant and must reapply for membership. There is no guarantee of acceptance simply because you were a former member. All applications, including those from former members, undergo our thorough review process to determine eligibility for membership. It is possible that you may not be admitted as a member again, as our acceptance criteria may evolve over time or based on the capacity and dynamics of our current membership. If reaccepted, former members may be subject to the then-current membership fees and benefits, which could differ from those during their initial membership period. We reserve the right to modify these processes, including the criteria for reacceptance and the handling of reapplications, to reflect changes in our policies, community needs, or legal requirements. These modifications will be communicated appropriately.

4.5 Purchase of Products or Services
If you elect to purchase any products or services which we offer to you, this may be subject to new and/or additional terms and conditions which will be notified to you at the time.

4.6 Payment Obligations: Late Payment and Non-Payment
Late Payment: Members who fail to fulfill their payment obligations by the due date will experience a temporary suspension of access to Services. Restoration of Service access will occur only upon full settlement of all overdue fees. We reserve the right to impose a late fee at our discretion, in accordance with applicable laws and regulations, to cover administrative costs associated with late payments.

Non-Payment: Continued non-payment will lead to the termination of the membership after a specified period. Members facing financial difficulties are encouraged to contact us for potential payment arrangements. However, such accommodations are at our sole discretion and subject to review on a case-by-case basis.

4.7 No Refund Policy
We operate under a strict no-refund policy. Once a payment is made, it is non-refundable, irrespective of the member’s usage level of our Services. This policy applies to all users without exception and is in place to maintain the integrity and sustainability of our Services.

Exceptions to this policy, such as in the case of a proven error on our part or other extenuating circumstances, will be considered at our discretion and in compliance with applicable consumer protection laws. Users seeking an exception to the no-refund policy must submit a written request to legal.compliance@nesoth.com detailing the reasons for such a request, which will then be reviewed by our team. We reserve the right to deny refund requests at our discretion, ensuring decisions align with our organizational values, operational principles, and applicable laws and regulations.

5. Changes to Services

5.1 Right to Modify
We reserve the right to modify, suspend, or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice at any time. Changes to our Services may include the removal of features, introduction of new features, or alteration of available services and content.

5.2 Notice of Changes
While we aim to provide reasonable notice of any significant changes that could adversely affect your use of our Services, this may not always be possible. We encourage users to regularly review our Services to stay informed of any updates.

5.3 Acceptance of Changes
Your continued membership or use of the Services after any changes have been made constitutes your acceptance of those changes. If you do not agree to the modified Services, your sole recourse is to cease using the Services and, if applicable, cancel your membership in accordance with the cancellation policy outlined herein.

5.4 No Liability
We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

6. Community Conduct and Guidelines

6.1 Community Conduct Standards
Promoting Professionalism and Respect
We emphasize the importance of maintaining professional and respectful interactions within our community. All users are expected to conduct themselves in a manner that promotes a professional, respectful, and inclusive environment.

Commitment to a Harassment-Free Community
We uphold a zero-tolerance policy against any form of harassment, bullying, discrimination, or offensive behavior. Our community thrives on principles of mutual respect, inclusivity, and professional integrity. We unequivocally prohibit behaviors that undermine these values, including but not limited to any actions, language, or content that could be perceived as harassing, bullying, discriminatory, or otherwise demeaning or harmful to any individual or group. Violations of this policy will be met with swift and decisive action, including removal of problematic content and immediate suspension or termination of membership, to protect the well-being of our community members and preserve the sanctity of our shared values.

Safeguarding Interactions Across Cohorts
Fostering enriching and respectful interactions among our diverse community, which includes both professional members and students, some of whom may be minors, is foundational to our mission. We are dedicated to creating a safe, educational, and professionally focused environment, especially in contexts where adult members engage with younger members through mentoring programs and other educational and professional activities.

We recognize the particular sensitivity surrounding interactions with minors and the associated legal and regulatory implications. Therefore, we require that all exchanges between our professional and student members, particularly those involving individuals under the age of 18, adhere strictly to educational and professional standards. These interactions must be conducted with the utmost professionalism and sensitivity. Any conduct deviating from these expectations, or that could be interpreted as inappropriate or harmful, will result in severe corrective measures. This may include suspension or termination of membership or reporting to relevant authorities, as necessary.

All members, especially those engaged in mentoring or interacting with minors, must maintain a focus solely on supporting the student’s learning and professional development. These interactions should not venture into personal territory or cover inappropriate subjects.

Members are obliged to comply with all applicable laws and regulations concerning interactions with minors. This includes, but is not limited to, adhering to standards aimed at preventing harassment, abuse, or any behavior that could be considered harmful or perceived as inappropriate. Members acknowledge their responsibility to act in accordance with these guidelines and the law. Furthermore, members agree to indemnify and hold us harmless against any claims, damages, or legal actions arising from interactions that breach these provisions or any applicable laws.

While we are committed to facilitating professional and educational exchanges through our platform, we do not monitor personal interactions between members. As such, we cannot be held liable for the conduct of individual members. Our platform serves as an intermediary connecting members for mentoring and educational purposes. It is the responsibility of each member to ensure their behavior is lawful and upholds the highest standards of professionalism.

Member Commitment and Participation
We recognize the importance of member commitment and active participation in maintaining a vibrant community. We understand that circumstances may lead to the need for rescheduling or withdrawing from events and commitments. However, consistent non-participation or failure to honor commitments can impact the community’s overall value and opportunities for all members.

Members are expected to communicate promptly about any changes in their ability to attend scheduled commitments, respecting the time and efforts of all involved. Failure to do so on a repeated basis may prompt a review of the member’s standing within the community. While we handle such matters with understanding, we reserve the right to terminate memberships in cases of demonstrated pattern of non-commitment, to preserve the community’s engagement and vibrancy. Active engagement and reliability are key to the richness of our community, offering opportunities for learning and growth. We appreciate your cooperation and commitment to these values.

6.2 Personal Responsibility and Representation
Members participate as private individuals and not as our representatives or representatives of any other entity. Each member is responsible for their communications and must ensure that their personal statements or opinions are not attributed to us. Members are expected to exercise due diligence and care in their interactions, recognizing the impact their words and actions can have on others.

6.3 Prohibited Activities
We strictly prohibit activities that could undermine the professional integrity and safety of our members. These activities include, but are not limited to, solicitation, advertising, the provision of unqualified advice (especially on regulated matters), spreading misinformation, engaging in or promoting illegal activities, harassment in any form, unauthorized sharing of copyrighted material, and any form of discrimination or hate speech. Such activities can mislead other members, detract from the community’s professional focus, and potentially violate legal or regulatory standards.

Members acknowledge and agree that they are solely responsible for ensuring their contributions to the community adhere to these guidelines. Furthermore, members understand that engaging in prohibited activities may result in immediate termination of membership. We are not responsible or liable for any harm or damages arising from or related to such prohibited activities conducted by members. It is the responsibility of each member to ensure their actions within the community comply with all applicable laws and regulations.

6.4 Confidentiality and Sensitivity
Members must respect the confidentiality of information shared within the community. Disclosures made in confidence should be treated with discretion and not disclosed outside the community without explicit permission. Additionally, members are urged to exercise appropriate sensitivity when engaging in discussions about political, religious, mental health, or other sensitive topics, recognizing the diversity of perspectives within the community.

6.5 Inclusivity and Non-Discrimination
We are committed to upholding inclusivity and preventing any form of discriminatory or offensive behavior. We expect all members to contribute to an environment where everyone, regardless of their background, can feel welcomed, valued, and respected.

6.6 Accessibility Commitment
We are dedicated to fostering a diverse, equitable, and inclusive environment for all our members, including those with disabilities. We are committed to making our platform, digital content, Services, and events accessible to everyone, in alignment with our diversity, equity, and inclusion principles. We continually seek to improve and adhere to accessibility standards, reflecting our pledge to meet the needs of our diverse community. We welcome suggestions, recommendations, or preferences to enhance our efforts in these areas. Should you have any feedback or require accommodations to better access our offerings, please do not hesitate to contact us at legal.compliance@nesoth.com. Your input is invaluable to us as we strive to be a welcoming and inclusive space for all members.

6.7 Reporting and Enforcement
Members are encouraged to report any violations of these guidelines or concerns about other members’ behavior to us at legal.compliance@nesoth.com. We reserve the right to investigate such reports and take appropriate action, including the termination of membership, to protect the community’s integrity and members’ well-being.

6.8 Member Conduct and Termination
We reserve the right to suspend or terminate any membership at our discretion if a member’s conduct violates our community principles or Terms. We further reserve the right to suspend or terminate any membership, at our discretion, should the member engage in conduct, either within or external to our community, that we determine could or has resulted in significant negative press attention, public scrutiny, or any other circumstance that may potentially damage the reputation, integrity, or operation of our community. These measures are necessary to maintain the integrity and safety of our community.

In the event of termination for cause, the member will not receive a refund for any Services or membership fees already paid and will immediately lose access to the Services for the remainder of the paid period. This immediate cessation of access underscores the importance of adhering to our community standards and the consequences of violating them.

Members terminated for cause may also be ineligible for future reinstatement. This decision underscores our commitment to upholding a safe, respectful, and inclusive environment for all members. We encourage all members to familiarize themselves with our Terms to avoid actions that could lead to such consequences.

By joining our community, members acknowledge and agree to these Terms, including our right to enforce them through suspension or termination of membership. This ensures that all members contribute positively to our shared space, fostering a productive and respectful environment for everyone.

7. Data Management and Community Engagement

7.1 Data Protection and Privacy Policy
We are committed to protecting your privacy and ensuring compliance with global data protection regulations, including the General Data Protection Regulation (“GDPR”). Our Privacy Policy details our practices regarding the collection, processing, storage, and sharing of your personal data. It also outlines your rights in relation to your personal data, such as the right to access, correct, and delete your data. For more information, please review our Privacy Policy.

7.2 Profile Creating and Image Standards
Upon joining, members must create a detailed profile, including a profile photo that adheres to professional standards. This image should be a current, clear representation of the member’s face to ensure recognizability and maintain a professional atmosphere within our community. We reserve the right to request modifications to any submitted image that fails to meet these criteria.

7.3 Display and Use of Profile Information
Members’ profile information, including photos, plays a crucial role in facilitating networking and enhancing the community experience. By submitting this data, members consent to its use within the platform, in line with our Privacy Policy. Members are responsible for ensuring their profile remains accurate and up to date.

7.4 Community Engagement and Information Sharing
We encourage member interactions that foster a supportive, respectful, and professional environment. Members agree that their contributions, such as discussions, posts, and comments, will be accessible to other community members to promote collaboration and networking.

7.5 Consent for Privacy and Data Sharing
By participating in our community, members agree to the sharing and usage of their information, as previously outlined. We encourage members to share information judiciously and only share content they are comfortable being publicly accessible.

7.6 Accuracy Attestation
Members assert that all information provided at registration, within their profiles, and during platform interactions, is truthful and complete. This includes, but is not limited to, professional qualifications, educational history, and contact details.

7.7 Responsibility to Update Information
Members accept the ongoing responsibility to promptly update their information in their profile or notify us of any significant changes that affect their membership status or the accuracy of their community contributions. This ensures that our community operates based on current and correct information, facilitating meaningful and trustworthy interactions among members.

7.8 Inaccurate Information Consequences
Supplying false, outdated, or misleading information may lead to corrective measures, including potential suspension or termination. Our community’s integrity depends on the authenticity and timeliness of the information provided by its members.

8. Virtual and In-Person Participation

8.1 Consent to Participation and Use of Content
By participating in our events and Services, either virtual or in-person, members acknowledge and agree to follow any additional rules or guidelines specific to those events and Services. You grant us an irrevocable, worldwide, royalty-free license to capture, use, reproduce, distribute, and display any photographs, videos, and other forms of media recorded during these events and Services, in any manner or medium and for any purpose that aligns with our objectives, such as promotional and educational activities. This consent includes the use of your likeness and contributions, ensuring our community remains vibrant and engaging.

We aim to foster a safe, respectful environment conducive to professional networking and community engagement, though we cannot assume liability for personal experiences or outcomes.

8.2 Professional Conduct and Personal Responsibility
We expect all members to exhibit professionalism and respect at our events, aligning with our community’s core values. Actions contrary to these expectations will be addressed accordingly, which may include removal from an event or termination of membership. Members are personally responsible for their safety and must respect the privacy and personal space of other attendees.

8.3 Authorized Use of Content
Unauthorized recording, photography, or sharing of content by members is strictly prohibited without explicit consent from those featured or involved. This policy ensures respect for privacy and adherence to our community standards.

8.4 Institutional Use and Rights to Member Contributions
For official purposes, we reserve the right to record or photograph events and Services. Your participation signifies consent for us to use your likeness in such materials without claim to compensation or control. Furthermore, members contributing content or engaging in discussions grant us a non-exclusive, perpetual license to use these contributions across our platforms for community enrichment and mission advancement. This arrangement supports the sharing of knowledge and experiences that benefit all members.

8.5 Event Cancellation Policy
Cancellations by Users: We uphold a no-refund policy for any purchases related to events and Services upon cancellation by users. This policy also applies to non-attendance. We advise our users to evaluate their schedules and commitment prior to confirming their participation.

Cancellations by Us: Should we find it necessary to cancel an event, our first course of action will be to propose a new date or provide an alternative of comparable worth. If neither option is viable, we will issue a refund to the affected users. Our priority is to mitigate any inconvenience and ensure the continued provision of valuable experiences within our community.

8.6 Non-Transferability of Tickets and Participation
All tickets, passes, or access credentials issued by NeSoTh for any events, services, or experiences are personal to the individual to whom they were issued. These tickets or access credentials are strictly non-transferable, non-assignable, and non-sellable. Only the person for whom the ticket or access was originally issued may attend or participate in the event or service. Unauthorized transfer, sale, or assignment of tickets or access credentials, whether for monetary or non-monetary consideration, is strictly prohibited.

If a ticket, pass, or access credential is transferred, sold, or otherwise used in violation of this provision, NeSoTh reserves the right to cancel the ticket, pass, or access, without notice or refund, and deny entry or participation to the holder. NeSoTh may also take additional actions, including but not limited to, termination of membership or barring future access to events or services. All decisions regarding violations of this policy and resulting actions are made at NeSoTh’s sole discretion.

9. Guest Access

The eligibility for guest access, along with any applicable restrictions or requirements, will vary depending on the nature of the event, engagement, or partnership in question. Such details will be clearly communicated for each event or offering where guest participation is permitted.

Members are responsible for ensuring that their guests are informed about and comply with all relevant policies and event-specific guidelines. Members may be held accountable for the actions of their guests while participating in our events or offerings.

Members with questions regarding guest access policies for specific events or offerings are encouraged to contact us directly for clarification. We aim to provide comprehensive information to ensure a smooth and enjoyable experience for all participants, including guests.

10. Intellectual Property

10.1 User Intellectual Property Rights
Users of our Services retain ownership of the intellectual property rights for content they create and share within or with our community. However, by submitting content, users grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, and display this content in connection with the Services we provide. Users are responsible for ensuring they have the necessary rights to the content they share and that such sharing does not infringe on the rights of others.

Users agree not to submit or share content that infringes on the intellectual property rights of others. They are solely responsible for any such infringement and agree to indemnify and hold us harmless from any claims or damages arising from their infringement. We are not liable for the misuse of intellectual property rights by anyone using our Services and do not verify the ownership or rights of submitted content. We cannot be involved in intellectual property disputes.

Users agree to indemnify and hold us and our affiliates harmless from any claims, including attorney’s fees, resulting from the infringement of intellectual property rights.

10.2 Our Intellectual Property Rights
Our Services provide access to a range of intellectual property, including, but not limited to, software, content, features, and documentation (collectively, “Materials”), which are the proprietary assets of ours, our affiliates, our partners, or our licensors. These Materials are protected by copyright, trademark, patent, trade secret laws, and other intellectual property regulations, both locally and internationally.

By using our Services, you are granted a limited, non-exclusive, non-transferable license to access and utilize these Materials strictly for personal and non-commercial purposes. This license explicitly excludes: any resale or commercial exploitation of the Services or its Materials; any collection and use of any product listings, descriptions, or prices; any derivative creation from the Services or its Materials; any downloading or copying of account information for the benefit of another merchant; or any application of data mining, robots, or similar data collection and extraction tools.

Except for the limited license granted to you, we retain all rights, title, and interest in and to the Materials, including all related intellectual property rights. Unauthorized commercial exploitation, alteration of Materials, or detachment of any content from its surrounding context is strictly prohibited. You are also forbidden from modifying or removing any copyright, trademark, or other proprietary notices contained within or associated with the Materials.

You may not use our trademarks in a manner that implies endorsement or association with us or our affiliated entities without obtaining our prior written consent, which we may grant or withhold at our discretion.

Violations of our intellectual property rights may lead to legal action, subjecting you to potential prosecution and liabilities, including but not limited to, costs and injunctive relief. We are committed to vigorously enforcing our intellectual property rights to the maximum extent permitted by law.

10.3 Third-Party Links and Services
Our platform may contain links to third-party websites or incorporate services provided by external parties. These links and services are offered for convenience and informational purposes only. We do not endorse, and are not responsible for, the content, privacy policies, or practices of such external sites and services. We will not be liable for any infringement of intellectual property rights arising from such third-party content. Members are advised to review the terms and privacy policies of any third-party providers they engage with.

11. Partnerships and Collaborations

11.1 Utilization of Partnership Benefits
Our partnerships are designed to enhance member experiences with benefits to be utilized as per the specified guidelines. Misuse of any partnership benefits, including but not limited to leveraging them in a manner not explicitly authorized or intended, is strictly prohibited and may result in disciplinary action, including revocation of membership.

11.2 Member Representation in Partnership Engagements
Members are reminded that while engaging in activities or benefiting from partnerships facilitated by us, they do so as individual representatives of themselves, not as our representatives. Each member’s actions and conduct are their own responsibility.

11.3 Adherence to Partnership Terms
Members commit to adhering to the terms and conditions associated with each partnership benefit they engage with. This commitment includes respecting any intellectual property rights, confidentiality agreements, and other legal or ethical standards as required by us and our partners. Failure to adhere to these commitments may lead to the suspension or termination of access to partnership benefits and, in severe cases, membership.

11.4 Right to Modify or Cancel Partnerships
We reserve the right to modify, suspend, or terminate any partnerships or benefits at our discretion, without prior notice. Members will be informed of significant changes to partnership arrangements as appropriate.

11.5 Responsibility and Liability
We unequivocally state that we bear no responsibility or liability for the actions, conduct, or statements of our members, whether these occur within the platform, at our events or engagements related to us, or in any activities associated with our partners. Members act entirely on their own behalf and any consequences arising from their actions or statements are solely their responsibility. Our role is limited to providing a platform for engagement and facilitating access to benefits from partnerships. We are absolved from any claims, damages, or liabilities that may arise from members’ personal conduct or their utilization of partnership benefits.

12. Governing Law and Dispute Resolution

These Terms, including any disputes relating to the content herein or arising out of or in connection with applications to us, membership with us, our Services, or any matters related thereto, shall be governed and construed in accordance with the laws of England and Wales, without giving effect to any choice of law or conflict of law provision or rule.

Any dispute, controversy, or claim arising out of, relating to, or in connection with this agreement, including any question regarding its existence, validity, or termination, shall be addressed through amicable negotiation and mediation in England as a first step. If the dispute cannot be resolved by mediation within a reasonable time frame, then it shall be submitted to and finally resolved by arbitration under the Arbitration Act 1996, which arbitration shall be conducted in London, England, in the English language.

This clause does not preclude either party from seeking injunctive relief for the protection of intellectual property rights or confidential information in any competent jurisdiction.

13. Limitation of Liability

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Services; (ii) any conduct or content of any third party on or regarding the Services; (iii) any content obtained from the Services; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not we have been informed of the possibility of such damage. This liability limitation applies to the fullest extent permitted by law and extends to all users of our Services.

14. Indemnification

You agree to indemnify, defend, and hold us (including our subsidiaries, affiliates, partners, officers, directors, employees, agents, successors, and assigns) harmless from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) that we may incur as a result of or arising from your (or your employees’, agents’, or representatives’) use or misuse of the Services, breach of these Terms, violation of any law or the rights of a third party, or any activity otherwise related to your engagement with our Services. This indemnification obligation includes, but is not limited to, any claims or liabilities arising from any content submitted by or on behalf of you to us, any activity in which you engage on or through the Services, and any conduct of yours that causes damage to a third party.

We will use reasonable efforts to notify you of any claim, action or proceeding subject to the foregoing paragraph once aware of it, but any failure to provide you with notice shall not limit your indemnification obligations unless you can establish actual prejudice resulted from such failure. We reserve the right, at your expense, to assume the exclusive defense and control of any claim, action or proceeding for which you are required to provide indemnification, and you agree to cooperate with our defiance of these claims. You may not settle any claims, actions or proceedings for which you are required to provide indemnification, without our prior written consent. This indemnification clause will survive the termination or expiration of these Terms and Conditions and your use of the Services.

15. Transfer

We reserve the right to transfer our rights and obligations under these Terms to another organization at any time. Should such a transfer occur, we will inform you in writing, including through email or by posting a notice on our website, and ensure that the transfer will not adversely affect your rights or obligations under this agreement. This transfer may take place without your consent but will be done with the utmost consideration for the continuity of your service and the preservation of your rights.

16. Force Majeure

We shall not be liable for any failure to perform any obligation under any agreement which is due to an event beyond our control including but not limited to any Act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood, epidemic or pandemic or any other natural or man-made eventuality outside of our control.

17. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision shall be deemed severed from these Terms without affecting the validity or enforceability of the remaining provisions.

18. Feedback and Complaints

We are committed to maintaining the highest standards of service and membership experience. We welcome feedback and view complaints as an opportunity to learn and improve. If you have feedback or a complaint, please contact us at legal.compliance@nesoth.com. Our process ensures that every complaint is treated seriously, and you will be informed of the resolution process and timeline once your complaint has been assessed.

Effective Date: November 11, 2024
Last Updated: November 11, 2024

Thank you for taking the time to review our Terms. If you have any questions or concerns, please contact us at legal.compliance@nesoth.com.