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.
- 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.
- 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.
- When you use the Services, you gain access to information and materials created by you and others (collectively, “Content”). Therefore:
- 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.
- 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.
- 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.
- 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
- conduct or promote any illegal activities while using the Site or Services or any Content created using the Services;
- hold yourself out as sponsored by, endorsed by, or affiliated with the Site or Services;
- 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;
- 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;
- attempt to interfere with any other person’s use of the Services
- 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;
- 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;
- upload or transmit any form of virus, worm, trojan horse, or other malicious code;
- 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;
- 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;
- misrepresent your identity or impersonate any person or entity, including, without limitation, a Nimble representative,
- 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,
- 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,
- remove or modify any copyright or other intellectual property notices that appear in the Services,
- attempt to probe, scan or test the vulnerability of any Nimble system or network or breach any security or authentication measures;
- 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;
- distribute or post spam, chain letters, pyramid schemes, or similar communications through the Services,
- upload, post, transmit, share, store, or otherwise input any false or misleading content or data with the intent of subverting the intended Services;
- take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
- use automated scripts to collect information from or otherwise interact with the Services;
- 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;
- intimidate, bully, shame, or harass other users,
- 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
- encourage or enable any other individual to do any of the foregoing.
- No Warranty
- 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.
- 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.
- 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.
- 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.
- Limitation of Liability
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.
- Third Party Services
- 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.”
- 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.
- 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.
- 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.
- 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.”
- Intellectual Property
- 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.
- 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.
- 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.
- 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 firstname.lastname@example.org 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.
- General Terms
- 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.
- Survival: Upon termination, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including.
- 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.
- 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 email@example.com.
- 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 firstname.lastname@example.org. 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.
- 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.
- 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.
- 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.