Merchant Terms & Conditions

KEY PRINCIPLES

• NexDo owns the rights to the Nexdo Tool which can connect service providers such as home cleaning services, massage services, pet care services, car wash services, handyman services & salon services with customers and independent service subcontractors or service professionals employed by the service provider of such services for the purpose of ordering and delivering the order bookings. NexDo Limited provides the use of the NexDo Tool.

• You will not receive access to the Nexdo Tool unless:

  • NexDo limited approve your Booking Order Form; and

  • all conditions referenced in section 1.2 of the General Terms are satisfied.

• When you agree to supply service Items to customers via the Nexdo App, you are contracting directly with those customers when you accept their order.

• When you engage a service professional or contractor (employed or contracted by the service provider) to execute the service via the Nexdo Tool to provide services booked on your behalf, you are contracting directly with that service professional or contractor when that service professional partner or contractor accepts your service booking request.

• If you are eligible, you can also engage your own Service Staff (Use Your Own Service Staff)” on the Nexdo Tool. If you use this option, you are responsible for all of the actions of your Service Staff, and ensuring that they comply with the requirements set out in this Agreement and the Nexdo Policies.

• You are responsible for complying with the Agreement, which requires you to (among other things) obtain licences and approvals, ensure the quality of your Items and ensure Item descriptions and photos on the Nexdo App are accurate and not misleading.

• NexDo Limited may change this Agreement from time to time but will tell you before any change is made that detrimentally affect your rights. You can end this Agreement as a result of a change without penalty.

• Please read the Agreement carefully. It includes information as to your responsibilities, how you, Nexdo may change or end the Agreement, what to do if there is a problem and important information about insurance, liability and refunds.

These General Terms apply to any Booking Order Form entered into between the merchant specified in that Order Form (Merchant or you), Nexdo Limited (Nexdo) (together, the parties).

1. STRUCTURE OF THE AGREEMENT

1.1 How the Agreement works

(a) If NexDo approves your Order Form, you enter into an agreement with NexDo (the Agreement). The Agreement will consist of the following documents:

(b) The document that is higher in the above list will apply if there is any conflict between those documents.

1.2 Conditions Precedent

(a) NexDo will not provide any Nexdo Services or the NexDo Tool to you unless you have met the following conditions (Conditions Precedent):(b) You have no right to receive any Nexdo Services or use the Nexdo Tool unless and until Nexdo confirms that the Conditions Precedent have been met. If you have not met the Conditions Precedent within 90 days after the Effective Date, this Agreement will automatically terminate.

2. TERM OF THE AGREEMENT

(a) Your Agreement will start on the Effective Date set out in the Order Form.

(b) The Agreement will continue for one year from the Effective Date (the Initial Term) and will automatically renew for successive one year periods (each, a Renewal Term).

(c) The Agreement may end earlier, if it is terminated by you, Nexdo in accordance with the Agreement.

3. SERVICES

3.1 General description

(a) If you satisfy all Conditions Precedent referenced in section 1.2:

(i) Nexdo will provide certain services to you (the Nexdo Services); and

(ii) Nexdo will grant you a licence to use its dashboard, mobile and web application during the Term (the Nexdo Tool).

(b) Nexdo (or its Affiliate) may also make the following applications available to your customers and (if applicable) Professional Partners or Service Sub Contractors:

(i) mobile and web applications for your customers (Nexdo App); and

(ii) mobile applications for Professional Partners (Nexdo Professional & Nexdo Merchant App).

(c) Together, the NexDo Services and Nexdo Tool enable you to:

(i) seek, receive and fulfil requests for Service Items from your customers who order from you using the Nexdo App;

(ii) if you are eligible, use your own Service Staff to deliver Self-Delivery Service Items to your customers on your behalf(Professional Partner), subject to the additional terms in Annexure 1 (the Aggregator Option)

3.2 Service scope

(a) As part of the NexDo Services provided to you, Nexdo will:

(i) provides lead generation services to you;

(ii) provide technology services to you via the Nexdo Tool;

(iii) if you offer Service Items or Self-Service Delivery Items and provided you have supplied all relevant business and taxation information in the Nexdo Tool, issue receipts and invoices to your customers on your behalf for Service Delivery Items and Self Service Delivery Items sold by you via the Nexdo App;

(iv) respond to complaints on your behalf about issues arising in connection with Items sold by you via the Nexdo App;

(v) manage refunds to your customers in relation to Items sold by you via the Nexdo App;

(vi) if you offer Home Service Items, connect you with Service Partners or Service Contractors via the Nexdo Tool;

(vii) if you offer Home Service Items, set policies and standards for Service Partners to access the Nexdo Partner App;

(viii) facilitate the performance of the services set out in section 3.2(b); and

(ix) perform any other services or activities described in your Order Form.

(b) As part of the NexDo Services, Nexdo will also facilitate:

(i) the collection of payments from your customers on your behalf;

(ii) the processing of payments to you;

(iii) if you offer Home Service Items, the processing of payments to your Service Professional on your behalf; and

(iv) the processing of refunds to your customers and wholly or partially deducting refunds from payments owed to you.

3.3 Promotional activities

(a) As part of the NexDo Services, Nexdo and its Affiliates will display the availability of your Items on the NexDo App. NexDo and its Affiliates may also promote your Service Items in various ways, such as on Nexdo’s and its Affiliates’ social media channels, websites, online and print advertisements and blogs.

(b) You understand that:

(i) Nexdo and its Affiliates are not obliged to display your Items on the Nexdo App at all times;

(ii) neither Nexdo nor its Affiliates are obliged to promote your Items; and

(iii) Nexdo and its Affiliates may remove Items from the Nexdo App in the circumstances described in this Agreement.

(c) Nexdo may authorise you to use automated tools that allow you to feature Promotions to your customers through the NexDo App. All Promotions will be subject to Nexdo’s prior written approval. You are the only person responsible for fulfilling and, subject to technical and functional limitations of the automated tools, defining the Promotions offered by you to your customers. NexDo may deduct the costs of the Promotions from your Item Payment (described in section 5.5(a)).

3.4 Reporting

As part of the NexDo Services, Nexdo will provide the following information to you:

(a) aggregate information regarding the number of Items and service bookings (if applicable) sold by you to your customers via the Nexdo App;

(b) for Service Items, information regarding the fees paid by you to your Service Partners; and

(c) information regarding any refunds given to your customers where the cost of such refunds were wholly or partially deducted from payments owed to you in accordance with the Merchant Refund Policy in the reporting period, including the date of the transaction, the Service Item ordered and the reason for the refund.

3.6 Your acknowledgements

(a) You acknowledge and agree that any materials provided to you by Nexdo in connection with the NexDo Tool and/or Nexdo Services are Nexdo Confidential Information. These materials may include information on service demand and suggestions, consumer preferences, and case studies.

(b) You acknowledge and agree that NexDo, and/or their Affiliates will use various tools from time to time to manage marketplace conditions, including supply and demand, with a view to ensuring the efficient operation of the marketplace for all participants. You acknowledge and agree that neither Nexdo, nor any of their Affiliates make any guarantee in relation to the number of items you will sell via the Nexdo App, the number of Service Partners that will be available to Service Items to your customers on your behalf (if you offer Service Delivery Items) or the number, or geographic location, of users of the Nexdo App that will see you or your Items on the NexDo App.

4. YOUR ROLE AND RESPONSIBILITIES

4.1 Your relationship with NexDo

By entering into this Agreement, you acknowledge that:

(a) NexDo is a technology service provider; and

(b) neither NexDo, nor any of their Affiliates provide any home-based services in connection with Service Items sold by you via the NexDo App.

4.2 Approved Items

(a) You are only allowed to offer an item for sale via the Nexdo App if that item, or category of items, is approved by NexDo.

(b) Nexdo may remove Items from the Nexdo App if the Item is not an approved item or part of an approved category of items, or if Nexdo discovers an Item has been approved in error.

(c) NexDo, or one of their Affiliates will let you know, in accordance with section 14.2(c), at least 30 days before making any modification to the approved categories of items that will be detrimental to your rights under this Agreement.

4.3 Delivery of Service Items

(a) In relation to the delivery of each Service Item that has been ordered from you by your customer using the Nexdo App:

(i) Nexdo will perform the applicable Nexdo Services set out in section 3;

(ii) your Service Partner is engaged by you to deliver Service Items to your customers, as your agent;

(iii) you (with your Service Partner as your agent) will have possession, control and care of the Items at all times; and

(iv) your Service Delivery Partner operates under your retail licence and control.

(b) In relation to the delivery of each Self-Service Item that has been ordered from you by your customer using the NexDo App:

(i) Nexdo will perform the applicable Nexdo Services set out in section 3; and

(ii) you must perform the Aggregator Services in accordance with Annexure 1.

4.4 Quantity, type and price of Items

(a) You are responsible for determining the quantity and type of items you make available via the NexDo App.

(b) Nexdo may provide information to you regarding predicted customer demand. You are not required to act on this information and Nexdo does not make any representation that the predicted customer demand will be met. It is your responsibility to assess the predicted customer demand and determine the quantity and type of items you wish to make available via the NexDo App.

4.5 Quality of Items

(a) You are responsible for ensuring that Service Items are appropriate for sale via the NexDo App. This includes ensuring that your:

(i) Items meet all requirements under New Zealand law, such as the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 (NZ Consumer Law), this Agreement and all applicable Nexdo Policies.

(b) Without limiting section 4.5(a), you agree that you are solely responsible for:

(i) determining the criteria that apply to your Service Items, such as any quality, discipline and other criteria that apply to your Service Items;

(ii) ensuring that your Service Items meet those criteria when those Items are made available via the Nexdo App; and

(iii) ensuring that the description of your Service Items and any photographs of your items that you make available on the NexDo App are (and continue to be) accurate and not misleading.

(c) Nexdo may remove Items from the Nexdo App if Nexdo, acting reasonably:

(i) determines that:

(A) the description of the Items, or any photographs of the Items, that you make available on the NexDo App are inaccurate or misleading; or

(B) the Items contain or may contain an endangered species; or

(ii) considers that the Items are inappropriate for sale via the NexDo App. Inappropriate Items include people, animals of any size, illegal items, fragile items, dangerous items (such as weapons, explosives or flammables), stolen goods, or any Items that you do not have permission to sell or send.

4.7 Service Item Inventory

(a) For Service Items, you maintain title to each Item until the Item is delivered to your customer by your Service Partner.

(b) For Self- Service Delivery Items, you maintain title to each Item until the Service Item is delivered to your customer by your Service Staff Partner.

4.8 Refunds

(a) As part of the NexDo Services provided under this Agreement, Nexdo manages refunds to your customers in relation to issues arising in connection with the Service Items they ordered from you via the NexDo App.

(b) You can find out more about the refund process that Nexdo follows by reading the Merchant Refund Policy below.

(c) The Merchant Refund Policy provides information about how Nexdo will apply refunds on your behalf and describes the circumstances where you may be responsible for the costs of refunds for Service Items to your customers. You agree that if Nexdo, acting reasonably, determines that you are responsible for the cost of a refund in accordance with the Merchant Refund Policy, you will be responsible for the costs of the refunded Item (or partial costs if only part of the Item was refunded).

(d) Nexdo may deduct these costs from the payment owed to you under this Agreement, in accordance with the Merchant Refund Policy.

(e) If you believe that Nexdo has deducted the cost of any refund from you in error, you may dispute the deduction in accordance with the Merchant Refund Policy by contacting contact@nexdo.co.nz (or a replacement email address) and reporting your issue. If you dispute a deduction, Nexdo will consider the dispute reasonably, taking into account any information provided by you about the circumstances related to the refund. You will not be held responsible for the cost of the relevant refund if Nexdo believes, acting reasonably, that you are not at fault. The Merchant Refund Policy may be amended under section 14.2, which also provides you with the right to terminate this Agreement if you do not agree with certain changes to that policy.

4.9 Restrictions

(a) For each order that you receive via the Nexdo App, you must not include any additional services or products for your customers other than Service Items and other materials approved by NexDo.

(b) If you make Service Delivery Items available via the Nexdo App, you:

(i) acknowledge that Service Delivery Partners are independent providers of delivery services, and as such, they reserve the right to refuse to accept any Service Delivery Item for home service delivery in their sole discretion; and

4.11 Nexdo Policies

(a) You must comply with the NexDo Policies that apply to your use of the Nexdo Services and the Nexdo Tool.

(b) NexDo, or their Affiliates may update the Nexdo Policies from time to time in accordance with section 14.2.

4.12 Changes to your locations or business

(a) You must tell Nexdo in writing if you intend to add a location to, vary a location, or remove a location from, the locations from which you will make Service Items available via the NexDo App.

(b) If you are adding or varying a location you must provide all licences, permits or other documents or information requested by NexDo. You will not be permitted to make Service Items available via the Nexdo App from that location until Nexdo has approved the new location.

(c) If your location remains offline on the Nexdo App for over 60 days (other than as a result of section 13.2(b)), Nexdo may remove that location from the Nexdo App provided that NexDo, or their Affiliates give you at least 7 days’ notice before the removal. You may be required to pay Nexdo an Activation Fee to reinstate a location that has been removed.

(d) You must tell NexDo in writing when, or as soon as reasonably possible after, there is a Change in Ownership of you or your business. You must give Nexdo reasonable assistance (including providing copies of relevant documentation) as requested to enable NexDo to make any necessary adjustments to your account and/or NexDo systems.

4.13 Licences and permits

Without limiting any other part of this agreement, you must obtain and maintain all applicable licences and permits, and comply with all notification and registration obligations, to enable you to operate your business and sell (and deliver services, if applicable) your Items from each of your locations via the Nexdo App in accordance with all applicable laws and regulations.

4.14 Ratings

(a) After receiving an Item, your customer may be prompted by the NexDo App to provide a rating of that Item and any feedback related to you or that Service Item (Customer Feedback).

(b) NexDo and its Affiliates may use, share, and display Customer Feedback for any purpose related to their businesses without attribution to you or your approval. You acknowledge that NexDo and its Affiliates are distributors (without any obligation to verify) and not publishers of Customer Feedback, provided that Nexdo and its Affiliates may edit or remove comments in the event that such comments include obscenities or other objectionable content, including an individual’s name or other Personal Data, violate any privacy or other applicable Laws, or Nexdo or its Affiliates’ content policies.

5. FEES AND PAYMENT

5.1 Payment for Service Items

(a) If you offer Service Delivery Items or Self-Service Delivery Items, Nexdo will provide to your customers a receipt and/or tax invoice on your behalf for any Item (including any delivery services related to such Item) they have purchased from you via the NexDo App.

(b) You appoint Nexdo as your limited payment collection agent solely for the purpose of accepting payments from your customers on your behalf.

(c) Payment made by your customer to Nexdo (or its Affiliate) will be considered the same as payment made directly by your customer to you.

5.2 Service Fee

(a) In exchange for the Nexdo Services provided by Nexdo as described in this Agreement, you agree to pay Nexdo a service fee on each order placed with you via the Nexdo App, which is calculated in accordance with section 5.2(b) (the Service Fee).

(b) Nexdo will calculate the Service Fee on each order placed with you via the Nexdo App as follows:

(i) the Retail Price of the Item(s) sold by you via the Nexdo App (including any GST) (the Item Revenue);

(ii) multiplied by the Service Fee Percentage specified in the Order Form relevant to the order; and

(iii) less (in the case of Service Delivery Items), any Discount that applies under section 5.3(g).

(c) If you are paid for an Item, you must pay the applicable Service Fee to NexDo.

5.3 Parking Fee

(a) If you are paid for a Service Item, you must pay the applicable delivery fee to your Service Partner (Partner Parking Fee).

(b) The Parking Fee is a specified fee, which is based on a calculation available on the Nexdo website for the relevant location.

5.4 Additional charges

(a) You authorise Nexdo (or its Affiliate) to:

(i) collect additional charges, such as transactional charges and other charges that relate to the provision of the Items to your customers, on your behalf; and

(ii) remit the applicable additional charges to you.

5.5 Remittance of Item Payment

(a) NexDo will remit to you the total Item Revenue earned by you, less:

(i) the Service Fee; and

(ii) the cost of any refunds given to your customers on your behalf in accordance with the Merchant Refund Policy,

(such final remitted amount being the Item Payment).

(b) The Item Payment will be remitted to you on a weekly basis.

5.6 Activation Fee

(a) In exchange for the Nexdo Services as described in this Agreement, you also agree to pay Nexdo an activation fee.

(b) Until you have paid the full Activation Fee for all locations, you agree that NexDo may deduct from your Item Payment the Activation Fee (in full or in part) before remitting the Item Payment to you.

5.7 Payment Processing Errors

(a) NexDo reserves the right, in its sole discretion, to seek reimbursement from you if Nexdo discovers payment processing errors.

(b) If there has been a payment processing error, you agree that NexDo (or its Affiliate) may recover from you an amount equivalent to the error by either:

(i) deducting the applicable amount from your Item Payment prior to remitting the Item Payment to you;

(ii) debiting your card on file or your bank account on record; or

(iii) seeking reimbursement of the applicable amount from you by any other lawful means.

(c) You expressly authorise NexDo and its Affiliates to use any or all of the above methods to seek reimbursement.

(d) It is your responsibility to ensure that any card details or bank account information that you provide to NexDo or its Affiliates are accurate and remain up to date.

Vendor Cancellation

NexDo is committed to delivering the highest quality of service to our customers, however we understand that sometimes things can go wrong and we are equally committed to our vendors.

(i) Cancellation of a booking once accepted will be permitted only 3 times in a month after which the partner will be blocked for a week.

(ii) Multiple cancellations in a month will result in the partner being permanently removed from the platform.

(iii) Any on-site cancellation due to a dispute must be reported to NexDo via a phone call and supporting pictures must be uploaded on the app before cancelling the booking. As part of the cancellation policy for any cancellation on site, 50% of the cost of the assigned job will be paid to the partner after commission being deducted.

5.8 GST and other taxes

(a) In relation to the Items sold by you via the Nexdo App:

(i) you are the ‘retailer’, ‘provider’ or ‘seller’ of all Items (including delivery services related to such Items) for GST purposes and the responsible party for collection and remittance of all applicable taxes; and

(ii) the Retail Price for each Item must include GST, but you are solely responsible for determining all applicable taxes and identifying and informing Nexdo of the appropriate tax amount for Nexdo to collect on your behalf for Items sold by you via the Nexdo App.

(b) In relation to the Service Fee and other amounts payable under this Agreement:

(i) for the purposes of the GST Law, Nexdo supplies to you the Nexdo Services in sole consideration for the Service Fee. In addition, NexDo supplies to you a licence to use the Nexdo Tool for no consideration;

(ii) all amounts payable, or consideration provided by you to Nexdo under this Agreement are exclusive of GST (unless expressly stated otherwise); and

(iii) if GST is payable on any supply by Nexdo made under this Agreement, for which the consideration is not expressly stated to include GST, you agree to pay Nexdo an additional amount equal to the GST at the same time that the consideration for the supply, or the first part of the consideration for the supply (as the case may be), is to be provided. In this Agreement, GST that is payable by Nexdo includes GST that is payable by the representative member of Nexdo GST group.

(c) You represent and warrant that you are registered for GST, and will remain registered for GST, at all times during the Term. If not registered, you will have to notify Nexdo in the order booking form.

5.9 Currency

All amounts under this Agreement must be paid in New Zealand dollars.

6. Privacy

(a) The terms and conditions of Nexdo’s privacy policy, currently available at (Privacy Policy), will apply to Nexdo’s  collection, use and processing of Personal Data.

(b) You must comply with all applicable Data Protection Laws in connection with the NexDo Services and your activities under this Agreement.

(i) you must only use, disclose, store, retain or otherwise process Personal Data provided to you solely for the purpose of providing Items under this Agreement and ensure your employees and agents do the same;

(ii) you are responsible for maintaining the accuracy and integrity of any Personal Data provided by Nexdo to you in relation to the provision of Items, the NexDo Services or this Agreement;

(iii) you agree to use Personal Data provided to you by Nexdo solely by using the Nexdo Tool provided by Nexdo and must not copy, store, retain, remove from the Nexdo Tool or otherwise process the Personal Data;

(iv) you must promptly tell Nexdo if you become aware of any actual or reasonably suspected unauthorised access, modification, use, disclosure, loss of or interference with Personal Data provided to you by Nexdo (Data Breach); and

(v) you must promptly provide Nexdo with any information or assistance reasonably requested by either of them for the purposes of investigating and responding to any non-compliance with this section 8.2, any Data Breach, or a request from a customer or for a party’s compliance with Data Protection Laws.

(d) You agree that Nexdo may use aggregated, anonymised data related to your transactions in connection with the NexDo Services (Aggregate Data). If you allow a party to provide technology services to you in connection with your obligations under this Agreement, then Nexdo may share Aggregate Data with that third party to enable the provision of Nexdo Services to you.

(e) You agree that Nexdo may share your contact information (including name, address, email and phone number) with third parties necessary for your onboarding to the Nexdo Tool, including logistics and/or delivery service providers (for the delivery of Devices or other equipment) as well as photography services (for any photography which may be provided by a third-party provider).

(f) You are responsible for maintaining the integrity of information relating to your access and use of the Nexdo Tool and related Nexdo Services, including any password, login or key information. You represent and warrant that you will not share any such information with any third party.

(g) Notwithstanding anything else in this Agreement, you must, at your expense, defend, indemnify and hold harmless NexDo, its Affiliates and their respective directors, officers, employees and agents from and against any and all claims, damages, losses and expenses (including reasonable legal fees) in connection with:

(i) any loss, unauthorised disclosure, theft, or compromise of Personal Data by or from you or your employees, agents or contractors (including sub-processors); and

(ii) any breach of and/or non-compliance with the Agreement or where appropriate, any Data Protection Law by you or your employees, agents or contractors (including sub-processors).

7 Publicity

Unless agreed by the parties in writing, neither you, Nexdo are allowed to issue a press release or otherwise refer to another party to this Agreement in any manner (in relation to this Agreement or otherwise), without the prior written consent of the other party. This section does not prevent Nexdo from referring to each other in any manner.

8. LIMITATION OF LIABILITY

8.1 Limitations and Exclusions of Liability

(a) Subject to section 8.2(b), in no event will a party be liable for any claim for any indirect, wilful, punitive, incidental, exemplary, special or consequential damages, for loss of business profits, or damages for loss of business of Merchant or any third party arising out of this Agreement, or loss or inaccuracy of data of any kind, whether based on contract, tort or any other legal theory, even if the party has been advised of the possibility of such damages.

(b) Subject to section 8.2(b), Nexdo combined total cumulative liability of each and every kind to you under this Agreement will not exceed NZ$100,000, and your total cumulative liability of each and every kind to Nexdo under this Agreement will not exceed NZ$100,000.

(c) The limitation and exclusion provisions above apply regardless of the success or effectiveness of other remedies.

8.2 Exception to Limitations and Exclusions of Liability

(a) Subject to section 8.2(b), the limitations and exclusions set out in section 8.1 do not apply to a party’s indemnification obligations or a breach of confidentiality.

(b) This section 8 applies only to the maximum extent permitted by applicable law, and does not (and is not intended to) override any rights that a party may have pursuant to applicable law, including the New Zealand Consumer Law.

9. INSURANCE

(a) Each party must maintain the following insurances during the Term and for one year thereafter:

(b) The above insurance policies must be provided by reputable insurance companies authorised to do business in New Zealand and hold a Best’s policyholder rating.

(c) The insurance held by you under this section 8 must be primary and non-contributing to any insurance maintained or obtained by Nexdo and must not be cancelled or materially reduced unless you have provided at least 30 days prior written notice to NexDo.

(d) On request from a party, the other party must provide evidence of the insurance it maintains in accordance with this section 8.

(e) The limits of an insurance policy maintained under this section 8 will not limit the liability of any party under this Agreement.

10. TERMINATION

10.1 Termination by you

You may terminate this Agreement:

(a) at any time without cause, by giving 7 days prior written notice to NexDo;

(b) immediately by written notice to Nexdo, if either of those parties commits a material breach of this Agreement and the breach is not cured within 2 days of the breaching party receiving written notice from you requiring that breach to be remedied; or

(c) immediately by written notice to NexDo, if

(i) there has been an update to the Agreement, a NexDo Policy, the approved categories of items or the Delivery Fee Calculation and that update detrimentally affects your rights under this Agreement; and

(ii) the notice of termination that you provide to Nexdo under is provided within 30 days after the date you were first notified of the relevant update.

10.2 Termination or suspension by NexDo;

(a) Nexdo may, acting reasonably, terminate this Agreement in its entirety by giving you 30 days prior written notice of termination, for any legitimate business, legal or regulatory reason.

(b) Nexdo may also immediately restrict or deactivate your account or access to the Nexdo Tool, and provide you with written notice of the restriction or deactivation, if:

(i) you commit a material breach of this Agreement; or

(ii) an act or omission by you, in Nexdo reasonable judgment, is in violation of the Community Guidelines or has the potential to cause adverse publicity, media attention or regulatory scrutiny or other issues that could detrimentally impact the reputation, good name, brand or Marks of Nexdo, or any of their Affiliates, including matters of safety (a Brand Matter).