Nimble Collective Terms of Use

These Terms of Use were last modified on September 13, 2018

1. Overview

These terms of use ("Terms of Use") form a legal agreement between you (including, if applicable, any legal entity which you represent or act for) ("you" or “Customer”) and Nimble Collective, Inc. (“we” "us" or “Nimble ”) and sets forth the terms and conditions governing your access to, and use of, the website located at https://nimblecollective.com (“Site”), any software that is offered on the Site (“Software”), any mobile application (“App”) or platform connected or associated with the Site, and any information stored therein, including any products or services provided through any of the foregoing (the "Services"). The Site, App, Software, and Services (collectively referred to as the “Services”) are owned and operated by Nimble, and allow you to build animation projects, connect with content creators, and access animation resources on a comprehensive platform. Please read these Terms of Use carefully before using the Services. Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms of Use. By signing up for a Customer Account (as defined below) or by using the Services, you agree to be bound by these Terms of Use, as may be amended by us from time to time. If you do not agree to these Terms of Use, please refrain from using the Services. It is your responsibility to regularly check if there have been changes to these Terms of Use and to review said changes.

The Services are intended for use by persons and entities that are at least 18 years of age, capable of forming a binding legal agreement, and who are not barred from receiving services under the laws of their jurisdiction ("Legal Capacity"). Accordingly, if you are not of Legal Capacity, you are not allowed to use the Services. Be aware that we are not and shall not be held liable for any breach of this requirement.

EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND NIMBLE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

WE RESERVE THE RIGHT TO CHANGE OR DISCONTINUE THE SERVICES AT ANY TIME, WITHOUT NOTICE. WE MAY ALSO REVISE THESE TERMS OF USE WITHOUT NOTICE AT ANY TIME AT OUR SOLE DISCRETION. YOU AGREE THAT YOUR CONTINUED USE OF THE SERVICES FOLLOWING SUCH MODIFICATIONS CONSTITUTES YOUR ACCEPTANCE OF SUCH MODIFICATIONS. THEREFORE, YOU MUST REVISIT THESE TERMS OF USE REGULARLY TO BE INFORMED OF ANY MODIFICATION MADE.

These Terms of Use need to be read in conjunction with our Privacy Policy. Please read our Privacy Policy carefully before using the Services.

All communications between you and us shall be by electronic means. You hereby consent and agree to receive communications from us in an electronic form. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically (including by posting on our Services) satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms of Use. By participating in certain Services you acknowledge that you will automatically receive certain messages related to the Services. We default to opt-in. You may control your notifications preferences from the Services settings and opt-out or (or opt back into) messaging at any time.

2. Accounts

a. Account. You are required to create an account in order to access and use certain features of the Services (“Customer Account”). You represent and warrant that all information provided by you in your Customer Account is accurate, full, complete and up-to-date at all times. Each registration is for you (or, if applicable, for the use of the legal entity on whose behalf you access the Services). You may only use one single account. You may not use the account of others, or allow others to use your account, and you are responsible for preventing such unauthorized use and for all activity that occurs under your account. You may not share your credentials or access to the Services with any other person. You may not misuse, abuse, or circumvent any security features of the Services, or attempt to do any of the foregoing.

b. Passwords; Account Security. You are responsible for maintaining the confidentiality of your Customer Account login information and are fully responsible for all activities that occur under your Account, whether or not you are aware of such activity. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Customer Account or any other breach of security. Company is not liable for any loss or damage arising from your failure to comply with the above requirements regarding your Customer Account.

c. Suspension of Account. We reserve the right to suspend or terminate your Customer Account at our sole discretion should you fail to meet the requirements set forth above or otherwise in accordance with this Terms of Use.

d. Termination of Account. If you wish to terminate your Service registration and account, follow the instructions within the Site. Upon any termination, all rights and obligations of the parties shall cease and you shall immediately cease using the Service, except that all obligations that accrued prior to the effective date of termination (including without limitation, all obligations to pay applicable fees) and all remedies for breach of the Terms of Use shall survive. After termination, we have no obligation to maintain any Content in your account.

e. Social Network Login. You may join the Services directly or by logging using your account with social networking sites (collectively, "SNS"). If you elect to use such SNS accounts, you will be required to enable such accounts to allow us to obtain your required Personal Information from such accounts as well as share information on your SNS account as permitted by you. You warrant and represent that you have and at all relevant times will have the right to grant such access to the applicable SNS. You agree to comply with the applicable SNS’s terms of use and conduct rules.

3. Content

a. When you use the Services, you gain access to information and materials created by you and others (collectively, "Content"). Therefore:

i. You agree not to revise Content created by others, and not to create, post or use any Content in any manner which may (i) infringe the copyright, trademark, trade secret, or other intellectual property or other proprietary right of others; (ii) violate the privacy, publicity, confidentially or other rights of third parties; (iii) be discriminatory, defamatory, obscene, threatening, abusive, or hateful, as determined by us in our sole discretion; or(iv) be false or inaccurate. We may terminate accounts or remove Content from the Site or Service, at any time and without prior notice, if we determine or suspect that those accounts or Content violate these Terms of Use or applicable law;

ii. You agree that information and opinions in Content created by third parties represent solely the thought of the author and are neither endorsed by us or reflect our beliefs. You acknowledge that you may be exposed to certain Content, which may violate our policies or otherwise be offensive to you. You agree that you use the Services at your own risk. We take no responsibility for your exposure to Content on the Services whether it violates our content policies or not. You agree to defend and indemnify us against any third party claim that your Content infringes on the intellectual property rights of such third party.

iii. You agree that you are solely responsible for any Content you submit to the Services. If you submit any Content, you grant Nimble an irrevocable, perpetual, royalty-free worldwide license to (a) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate your Content, in connection with the Services or in any other media, and (b) sublicense these rights, to the maximum extent permitted by applicable law. If you remove any Content, then the foregoing license shall automatically expire, except that we shall retain such license to the extent that we have incorporated such Content onto our content sites or in our advertising or promotional materials, and shall have the right to retain archived copies of such Content. By submitting any Content, you represent and warrant that you own or otherwise control all rights to such Content and that public disclosure and use of the Content by Nimble (including without limitation, publishing content in the Service) will not infringe or violate the rights of any third party.

4. Software. Some of our Services allow you to download Software which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we will make that license available to you and the provisions of that license may expressly override some of these Terms.

5. Fees. Your use of the Services may now or in the future be subject to your payment of the applicable fees (“Fees”). If you use any such paid Services, you must specify a verified account with one of Nimble’s third party payment processors (the “Payment Processor”) that will be used to make payments to Nimble (the “Authorized Payment Method”). Nimble does not itself see or store any of your credit card details. In the future, Nimble may discontinue supporting any particular Payment Processor, or it may support additional Payment Processors. Unless specified otherwise, all amounts payable hereunder shall be paid when due in US dollars, in immediately available funds by the Authorized Payment Method that you specified, in full without set-off, counterclaim or deduction. Use of the Payment Processor is subject to such payment processor’s terms and conditions. IN THE EVENT OF A DISPUTED CHARGE, YOU SHOULD CONTACT NIMBLE FIRST AND ATTEMPT TO RESOLVE THE MATTER WITH OUR CUSTOMER SERVICE REPRESENTATIVES, WHO CAN BE REACHED AT SUPPORT@NIMBLECOLLECTIVE.COM. FAILURE TO FIRST CONTACT CUSTOMER SERVICES BY DIRECTLY CONTACTING THE PAYMENT PROCESSOR MAY RESULT IN A LOSS OF SERVICE PRIVILEGES. All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and you agree to bear and be liable for the payment of all such charges (excluding taxes based upon the payee's net income). All refund requests must be made by you to Nimble’s Customer Service within one month after the date of the disputed charge. If any hold or charge-back is made to your Authorized Payment Method without first contacting Nimble Customer Services, then we have the right to suspend the User’s account indefinitely, until the dispute is resolved.

6. General Rules of Conduct. You agree not to use the Services or any Content created using the Services in an unlawful way, for an unlawful or illegitimate purpose, to promote an unlawful activity, or in any manner that contravenes our policies, guidelines, rules or the terms and conditions of this Agreement. This includes, but is not limited to, and you hereby agree and undertake not to

a. conduct or promote any illegal activities while using the Site or Services or any Content created using the Services;

b. hold yourself out as sponsored by, endorsed by, or affiliated with the Site or Services;

c. upload, post, email, transmit or otherwise make available information that is unlawful, infringes on another's intellectual property and other rights, or is harmful to minors in any way;

d. use any portion of the Site, Services for uploading, posting, emailing, transmitting or otherwise making available messages that are harmful, threatening, abusive, vulgar, obscene, defamatory, libelous, hateful, or racially, ethnically or otherwise objectionable;

e. attempt to interfere with any other person's use of the Services

f. attempt to modify, translate, adapt, edit, decompile, disassemble, reverse engineer, lease, rent, distribute, or otherwise transfer any of the rights that you receive hereunder and any software programs used by us in connection with the Site or Services, including the source code of the Services;

g. attempt to gain access to secured portions of the Site to which you have no permission to enter, including database, computer systems or servers or access to the account of another person or entity;

h. upload or transmit any form of virus, worm, trojan horse, or other malicious code;

i. use any portion of the Site or Services for uploading, posting, emailing, transmitting or otherwise making available junk mail, commercial advertisements, or any other form of commercial solicitation;

j. use any automatic or manual process to search or harvest information from the Site or Services, to interfere in any way with the proper functioning of the Site and Services, or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Site and Services;

k. misrepresent your identity or impersonate any person or entity, including, without limitation, a Nimble representative,

l. use the Site or Services to build a competitive product or service or make a product or service with similar features, functions, text, or graphics,

m. make derivative works based on the Service or Site or any content therein or copy any features or functions, text, or graphics of the Services, Site, or content, or “frame” or “mirror” the Service,

n. remove or modify any copyright or other intellectual property notices that appear in the Services,

o. attempt to probe, scan or test the vulnerability of any Nimble system or network or breach any security or authentication measures;

p. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Nimble or any of Nimble ’s providers or any other third party (including another user) to protect the Services;

q. use the Site or Services or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms of Use;

r. distribute or post spam, chain letters, pyramid schemes, or similar communications through the Services,

s. upload, post, transmit, share, store, or otherwise input any false or misleading content or data with the intent of subverting the intended Services;

t. take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;

u. use automated scripts to collect information from or otherwise interact with the Services;

v. register for more than one account, register for an account on behalf of an individual other than yourself, or register for an account on behalf of any group or entity;

w. intimidate, bully, shame, or harass other users,

x. upload, post, transmit, share, store, or otherwise make publicly available on the Services any private information of any third party, including addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers without such third party’s express permission, or

y. encourage or enable any other individual to do any of the foregoing.

Nimble reserves the right to take whatever lawful actions it may deem appropriate in response to abovementioned violations and to cooperate with legal authorities in any investigation of any suspected or alleged crime or civil wrong, including, without limitation, the suspension or termination of your access to the Services, which may involve deletion of any Content you have uploaded. We will not have any liability whatsoever to you for any termination of your rights under these Terms of Use, including for termination of your Customer Account or deletion of any of your Content.

7. Non-Confidentiality and Security. You acknowledge and agree that information that you submit to us shall be publicly disclosed and is not subject to any confidentiality obligation. Please refer to our Privacy Policy for further information.

8. Advertising. You understand and agree that the Services may include advertisements, and that these are necessary to support the Services. To help make the advertisements relevant and useful to you, Nimble may serve advertisements based on the information we collect from you via your account or in relation to your interaction the Services, including personally identifying information. See the Privacy Policy for more details.

9. No Warranty

a. General Disclaimer. THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE AND OUR SUPPLIERS AND LICENSORS HEREBY EXPLICITLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, TITLE, QUIET ENJOYMENT, ACCURACY, NO-LIENS, NO ENCUMBRANCES, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF ANY TRADE, INCLUDING WITHOUT LIMITATION TO THE SERVICES BEING FREE FROM DEFECT OR ANY VIRUS, WORM, TROJAN HORSE OR ANY OTHER MALICIOUS CODE. YOU HEREBY RELEASE US FROM ANY DAMAGES, CLAIMS OR OTHER CAUSE OF ACTION RELATED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SERVICES. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF THE SERVICES, SITE, OR TO THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THEREBY. THE ABOVE SHALL ALSO APPLY TO ANY INFORMATION YOU MAY RECEIVE FROM US OR THROUGH US AT ANY TIME. YOU EXPRESSLY AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SERVICES IS AT YOUR SOLE RISK. We make no representation that the Service is accessible, appropriate or legally available for use in locations outside the United States, and accessing and using the Service is prohibited from territories where doing so would be illegal. Users that access the Service from other locations do so at their own initiative and are responsible for compliance with local laws. You understand and agree that (i) we only provide the Services and do not engage in or take part in any interactions or communication between you and any third party (including other users of the Services), and (ii) we are under no obligation to provide any technical or other support to you in connection with the Services or this Agreement. We do not guarantee that you will be able to access the Services or that your access to the Services will be uninterrupted or bug free.

b. Third Party Disclaimer. Without derogating from the above, you hereby acknowledge and agree that in provision of the Services and operation of the Site, we may rely from time to time on services provided by third parties, including, but not limited to, data network providers, hosting services providers, clearing services providers etc. Any transaction may be temporarily refused, limited, interrupted, or curtailed due to government regulations or orders, network modifications, repairs, and upgrades or banking, financial institution or other similar bodies. WE ARE NOT, AND SHALL NOT BE, OBLIGED TO PROVIDE THE SERVICES WHERE SUCH FACTORS PREVENT IT. YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR BUSINESS INTERRUPTIONS SUSTAINED AS A RESULT OF INTERRUPTIONS CAUSED BY DATA NETWORK PROVIDERS OR ANY OTHER THIRD-PARTY PROVIDER.

c. Communication Disclaimer. You are solely and exclusively responsible for all your communications and interactions with us or with any person or entity with whom you may communicate, interact or engage as a result of your use of the Site or Services. You agree and confirm that we do not, and do not intend to, make any inquiries of any person or entity or verify the information any person or entity submits or provides using the Site and Services. You agree to take precautions in all communications and interactions with any person or entity whether made on-line or off-line.

d. Results Disclaimer. We make no representation or warranty regarding any of the results that you may obtain from use of the Site or Services. We may discontinue or make changes in the information, products or Services herein at any time without prior notice to you and without any liability to you.

10. Limitation of Liability

SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, WHETHER DIRECT, INDIRECT OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, AND INCLUDING FURTHER, DAMAGES WHICH MAY ARISE IN CONNECTION WITH THE SITE, SERVICES OR THESE TERMS OF USE, INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA, EMPLOYMENT OPPORTUNITIES, FROM BUSINESS INTERRUPTIONS, OR FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICES OR THE SITE. WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY TRANSACTION OR ENGAGEMENT BETWEEN YOU AND ANY THIRD PARTY OR FOR ANY INFORMATION PROVIDED BY YOU OR ANY THIRD PARTY. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OR DAMAGES ARISING FROM THE USE OR VIEWING OF THE CONTENT, SOFTWARE, OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES OR DAMAGES ARISING FROM DOWNLOADING, ACCESSING, OR USING OF SOFTWARE OR ANY CONDUCT BY USERS OF THE NIMBLE SERVICES.

You hereby expressly agree that we shall have the right, at any time and at our sole discretion, to take any action to monitor any interaction or engagement resulting from the use of the Site or Services by you and any third party. To the full extent permitted by law, you hereby release us from any claims or liability relating in any way thereto. Your access to, and use of, the Services is at your own risk and you are solely responsible for any damage to your computer, device, system, or data. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, liability is limited to the fullest extent permitted by law.

THE PROVISIONS OF THIS SECTION SHALL APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT WE ARE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THESE TERMS OF USE IS TO DISCONTINUE USING THE SITE AND SERVICES. IN THE EVENT THAT A COURT HAVING JURISDICTION SHALL DETERMINE THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS OF USE SHALL BE LIMITED TO THE LESSER OF (i) THE AMOUNT PAID BY YOU FOR THE SERVICES DURING THE PRECEEDING TWELVE (12) MONTH PERIOD OR (ii) ONE HUNDRED DOLLARS (U.S. $100.00), PROVIDED, THAT ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR SINCE THE EVENT GIVING RISE TO SUCH ACTION OCCURRED. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE SERVICES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR USE OF THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM NIMBLE, REGARDLESS OF THE CAUSE OF ACTION.

11. Third Party Services

a. Third Party Service Providers. We may introduce you to, or you may otherwise come into correspondence with, third party service providers (“Third Party Service Providers”) through the use of the Services or Site, for the purposes of providing third party services (“Third Party Services”). WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY SERVICE PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE NIMBLE FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY SERVICE PROVIDER. You acknowledge that Third Party Service Providers providing Third Party Services requested through Nimble may not be professionally licensed or permitted. WE WILL NOT BE A PARTY TO DISPUTES, NEGOTIATIONS OF DISPUTES BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDERS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES OFFERED VIA THE SERVICE RESTS SOLELY WITH YOU. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

b. No Warranty for Third Party Services. THE QUALITY OF THE THIRD PARTY SERVICES PROVIDED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE THIRD PARTY SERVICE PROVIDER WHO ULTIMATELY PROVIDES SUCH THIRD PARTY SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE SERVICE, YOU MAY BE EXPOSED TO A THIRD PARTY SERVICE THAT IS POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE SERVICE AT YOUR OWN RISK.

c. No Statement as to Accuracy: Nimble has no editorial control or responsibility over the content included in the Services provided by Third-Party Service Providers. Therefore, any opinions, statements, products, services or other information expressed or made available by Third Party Service Providers or users on the Services are those of such Third Party Service Providers or users, respectively. Nimble does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party.

d. The inclusion of any Third Party Service Provider and your communication with them through the Services does not imply recommendation, referral or endorsement of such Third Party Service Providers nor is such information intended as a tool for verifying the credentials, qualifications, or abilities of any Third Party Service Provider contained therein; nor do we offer any guarantee, testimonial, endorsement, or validation of credentials of or services provided by the same. We make no representations, promises, or warranties with respect to the legality, suitability, or otherwise regarding such Third Party Service Providers and have no responsibility or liability with respect to services provided to you by such third parties. Our role is strictly limited to providing access to information for your consideration. You assume all risk of pursuing any course of action following receipt of information by any party. We are not liable for any loss or damages caused by your reliance on any Content.

e. You are responsible for making all arrangements necessary for your device to have internet connectivity and are responsible for all sums your applicable internet service provider may charge you arising out of the Services transmitting and receiving data (including but not limited to data roaming charges). As further described in our Privacy Policy, the Services may automatically transfer a small amount of data as part of its normal operation, including how you use the Services, which content you access, and technical errors or problems which the Services may encounter while being used. By using the Services, you acknowledge, agree and consent to the automatic collection of this information.

12. Indemnification. You agree to defend and hold Nimble, its affiliates, and their respective directors, officers, employees, and agents harmless from any and all claims and demands (including reasonable attorney’s fees) made by any third party due to or arising out of your breach of these Terms of Use, your use of the Services, your combination of the Services with any Third Party applications, software, or content, whether or not offered by Nimble , your violation of any law or the rights of a third party, or any Content submitted through your user account on the Services or that you otherwise make available through the Services. Nimble reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Nimble. Nimble will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

13. Release. You release Nimble, its affiliates, and their respective directors, officers, employees and agents from all liability related to any and all claims and demands you may assert against any third party arising out of the Services. If you are a California resident, you waive California Civil Code Section 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

14. Intellectual Property

a. Ownership. You acknowledge and agree that we and our licensors (as applicable) retain sole, full and exclusive ownership of all intellectual property rights of any kind related to the Site and Services, including copyrights, trademarks and other proprietary rights ("Intellectual Property Rights"). No license is granted hereunder to any Intellectual Property Rights. Nimble owns certain registered trademarks in the United States and other countries, including, but not limited to: “Nimble Collective”, “Nimble Collective.com”, "Nimble " and "Nimble.com". You may not use any of Nimble’s trademarks as part of your screen name or email address on the Services. Other names that are mentioned on the Site or provided as part of the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you hereunder.

b. Warranties. Except as otherwise set forth in the license to Content set forth in Section 3, you hereby represent and warrant that you alone retain full and absolute title to all intellectual property rights in any copyrighted materials (including trademarks) that are contained in Content that you provide. As between you and us, you retain all right, title and interest in the data and information you upload to or create on the Services, including animations, images, renderings, and other materials, their associated meta-data, text, comments, and any other content or information (the “User Content”). You may not upload to or create on the Services any User Content that you do not own or control all applicable rights to, and you acknowledge that all User Content is your own original work.

c. Copyright Infringement Notice. If you believe that your work has been used in a way that constitutes copyright infringement by users of the Site or Services (in their capacity as such), please provide us all information pertaining thereto as soon as possible. We reserve the right, but not the obligation, to ask you for any further information as we deem appropriate.

d. Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services ("Feedback"). You may submit Feedback by email to support@nimblecollective.com or using our online form. You acknowledge and agree that all Feedback will be solely and exclusively our property and you hereby irrevocably assign to us all right, title, and interest that you may have in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein.

15. General Terms

a. Changes; Discontinuance. We reserve the right to change these Terms of Use at any time, without advance notice, in our sole discretion. Any changes will be effective immediately upon posting the revised version of these Terms of Use to Nimble ’s properties. Your continued use of the Services after the effectiveness of such changes will constitute acceptance of and agreement to any such changes. You further waive any right you may have to receive specific notice of such changes to these Terms of Use. We may alter, suspend or discontinue the Services at any time to you and/or to others, without notice.

b. Third Party Sites. The Services include links to third-party products, services and websites (“Third Party Sites”). We do not endorse, and take no responsibility for such Third Party Sites. You understand that we have no obligation to, and generally do not, approve or monitor Third Party Sites. Your dealings with any third party arising in connection with the Services are solely between you and such third party, and Nimble takes no responsibility for any damages or costs of any type arising out of or in any way connected with your dealings with these third parties.

c. Relationship Between Parties: These Terms of Use do not create any partnership, employment, agency or other relationship not herein specifically and explicitly agreed.

d. Third Party Beneficiaries: There are no third-party beneficiaries of these Terms of Use.

e. Assignment: You may not assign, transfer, or delegate your rights under these Terms of Use, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be null and void. Nimble may assign, transfer, or delegate these Terms of Use, in whole or in part, and any rights and duties hereunder, at any time, without notice to you. These Terms of Use shall be binding upon and inure to the benefit of each of the parties, their heirs, successors and permitted assigns.

f. Severability: Should any part of these Terms of Use be held invalid or unenforceable, that portion will be construed consistent with applicable law, or be replaced with terms that most closely match the intent of the unenforceable part, and the remaining portions will remain in full force and effect.

g. No Waiver: Failure to exercise or delay in exercising any right hereunder, or failure to insist upon or enforce strict performance of any provision of these Terms of Use, shall not be considered waiver thereof, which can only be made by signed writing. No waiver by the Company of any right under this Terms of Use Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

h. Survival: Upon termination, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including.

i. Governing Law and Arbitration: These Terms of Use will be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law provision. You agree that the courts located in Santa Clara County, California will have exclusive jurisdiction over any dispute between you and us, which will be resolved through mandatory binding arbitration as set forth below. However, you agree that we may seek equitable relief in any jurisdiction when appropriate. You further agree that any claim or cause of action arising out of or related to the Service must commence within one (1) year after the claim or cause of action arose; otherwise such cause of action is permanently barred.

j. Initial Dispute Resolution. You agree to give Nimble an opportunity to resolve any disputes or claims relating in any way to the Site or Services, any representations made by us, or our Privacy Policy (“Claims”) by contacting Nimble Customer Support at support@nimblecollective.com. If we are not able to resolve your Claims within sixty (60) days, you may seek relief through arbitration or in small claims court, as set forth below.

k. Agreement to Arbitrate. You and Nimble agree that any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration in accordance with the Consumer Procedures and Rules of the American Arbitration Association, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). This includes any Disputes you assert against us, our subsidiaries, suppliers or any companies offering products or services through us (which are beneficiaries of this arbitration agreement). This also includes any Disputes that arose before you accepted these Terms of Use. The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in Santa Clara County, California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and Nimble are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Nimble otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms of Use.

l. Export. You agree that the Service is subject to U.S. export controls and you agree not to export any part of the Services provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.

m. DMCA Notice. In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, Nimble has adopted a policy of terminating, in appropriate circumstances and at Nimble ’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If you believe that an account holder or subscriber is a repeat infringer, please provide information sufficient for us to verify that the account holder or subscriber is a repeat infringer, when filing your notice, to support@nimblecollective.com.

n. CAN-SPAM ACT Compliance: We are committed to being compliant with the "Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003" ("CAN-SPAM Act"), and email newsletters and correspondence received from us are intended to fully comply with the CAN-SPAM Act. In the event you receive an email from us that you do not believe is fully compliant with the CAN-SPAM Act, please contact us immediately at support@nimblecollective.com. You can click to unsubscribe or opt-out of email communications from Company at any time or reply by typing "unsubscribe" in e-mails you receive from us. It is important to note that you cannot opt-out from receiving all communications from us if you wish to subscribe to our service. If you opt-out or unsubscribe from all email from the Company while remaining a registered user or Customer, you will become ineligible for receipt of and use of our Services.

o. Entire Agreement: Unless a specific agreement is signed by you and us, these Terms of Use constitute the entire and only agreement between you and us, and supersede all prior or contemporaneous agreements, representations, warranties and understandings that relate to the subject matter hereof. In any case that you and we sign a specific agreement, its provisions shall supersede the provisions of these Terms of Use.

p. Force Majeure: The performance of Company hereunder is subject to interruption and delay due to causes beyond its reasonable control including acts of God, acts of government, war, civil disorder, fire, power failure, equipment failure, labor dispute, inability to obtain necessary supplies, and the like.

q. Testimonials and Endorsements: Consumers generally may not be expected to achieve the same or similar results as others who have used our Services and who have subsequently written or recorded video testimonials and endorsements. We post testimonials for informational purposes only; we do not claim that anyone will experience the same or similar results as mentioned in these writings or videos. Nor do we claim that a significant number of consumers may obtain similar results. Results experienced by any one individual who has written a testimonial or endorsement, is not necessarily what any given consumer should expect to experience. Any information that could be regarded as a testimonial or endorsement on the Website or Services does not constitute a guarantee, warranty, or prediction by us regarding the outcome of any past, ongoing, or future conversation or interaction with you.

r. Government End Users. The Nimble Collective Software, Services, and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

s. Contact Information. If you have any questions about these Terms of Use or the Services, please contact Nimble at support@nimblecollective.com.