1.1 Eligibility. To use the Services you must be, and represent and warrant that you are, of legal age and competence. By using the Services on behalf of a third party, you are representing to us that you are an authorized representative of that third party and that your use of the Services constitutes that third party’s acceptance of these Terms. If you have been previously prohibited from accessing the Services by Nimifoo, you are not permitted to access the Services.
1.2 United States Only. We make no representation that materials on this Site are appropriate or available for use in other locations. If you access the Site from locations other than the United States, you are responsible for compliance with any applicable local laws.
2.1 Account Registration and Confidentiality. If you create an account to use any of the Services, during the registration process, [you must select a username and password]. It is your responsibility to ensure that your password remains confidential. By registering, you agree that you will not allow others to use your account and that you are fully responsible for all activities that occur under your user name. We may assume that any communications we receive under your account have been made by you.
2.2 Unauthorized Account Use. You agree to notify Nimifoo immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Nimifoo or a third party due to someone else using your account.
2.3 Termination. We may, in our sole and absolute discretion, deny you access to all or part of the Services at any time for any or no reason at all, with or without notice to you. Grounds for such termination shall include, but not be limited to, (a) breaches or violations of these Terms or other agreements, (b) requests by law enforcement or government agencies, (c) discontinuance or material modification of the Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity (f) activities related to protecting the rights, property or safety of Nimifoo, its agents and affiliates, its users and the public; or (g) if you provide any information, including registration information, that is false, inaccurate, out-of-date, or incomplete. If we terminate your right to access the Services, these Terms will terminate and all rights you have to access the Services will immediately terminate; however, certain provisions of these Terms will still apply post termination, including without limitation, the Limitation on Liability and Dispute Resolution provisions. Termination of your account may also include, at Nimifoo’s sole discretion, the deletion of your account and/or User Content.
3.1 Intellectual Property. The Site and the Services are owned and operated by Nimifoo and contain material which is derived in whole or in part from material supplied by Nimifoo and its partners, as well as other sources, and is protected by U.S. copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws. All names, logos, service marks and trademarks appearing in this Site, including the trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, and all other intellectual property (‘Content’), except as otherwise noted, are protected intellectual property of, or used with permission or under license by, Nimifoo. This includes the entire Content of the Site, copyrighted and protected as a collective work.
You acknowledge that the Services have been developed, compiled, prepared, revised, selected and arranged by Nimifoo and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and constitute valuable intellectual property of Nimifoo. You agree to protect the proprietary rights of Nimifoo and all others having rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by Nimifoo or its partners and licensors of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Services.
4.1 User Content. The Services may enable you to submit, post, upload, or otherwise make available (collectively “post”) content such as photographs, reviews, public messages, ideas, comments and other content (collectively, “User Content”) that may or may not be viewable by other users. You acknowledge and agree that all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom the User Content originated. You represent and warrant to us that you own or otherwise control all rights to any User Content you post on or through the Services. You agree that you will indemnify, defend and hold harmless Nimifoo for all claims resulting from User Content you post.
4.2 Our License to User Content. When you post User Content on or through the Services, you grant Nimifoo a world-wide, perpetual, irrevocable, royalty-free, non-exclusive, sub-licensable and transferable license to use, copy, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, sell, lease, transmit, disassemble, and publish such User Content, in whole or in part, in any format or medium, including without limitation, for promoting and redistribution part or all of the Services (and derivative works thereof). You acknowledge and agree that your username may be associated with any User Content that you post.
4.3 User Content Review. You acknowledge and agree that Nimifoo may or may not, at Nimifoo’s discretion, pre-screen User Content before its appearance on the Services, but that we have no obligation to do so. You further acknowledge that Nimifoo reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any User Content that is contributed to the Services. You acknowledge and agree that Nimifoo does not verify, adopt, ratify or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content. You understand that by using the Services, you may be exposed to User Content that you may consider offensive or objectionable. You also acknowledge that Nimifoo is a provider of an interactive computing service as set forth in the Communications Decency Act, 47 U.S.C. § 230. Nimifoo expressly reserves its rights not to be treated as the publisher or speaker of any information provided by another information content provide on or through the Services.
4.5 User Feedback. Any information provided to us by e-mail or other mediums, including but not limited to feedback, data, answers, questions, comments, suggestions, plans, ideas or the like (collectively “Unsolicited Information”), shall be deemed to be non-confidential, and we assume no obligation to protect such information from disclosure. The submission of such information to us shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by us for any purpose whatsoever, and we shall be free to reproduce, use, disclose and distribute the information to others without restriction.
5.1 Your License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services for your own personal use consistent with the Terms.
5.2 Prohibited Uses. Use of the Services for any illegal purpose, or any other purpose not expressly permitted in these Terms, is strictly prohibited. Without limitation, you will not:
Nimifoo reserves the right, in its sole and absolute discretion, to remove any User Content, block access to the Services, and/or cancel the account of any user.
6.1 Disclaimer. The Services and User Content provided on this Site are provided without any representation or warranty as to accuracy, currency, completeness, effectiveness, or any other assurance of success or other predictions regarding the outcome or results to be obtained from the User Content.
6.2 NO WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (i) THE WARRANTIES, IF ANY, APPLICABLE TO EACH PRODUCT AVAILABLE THROUGH THE SERVICES ARE PROVIDED BY THE MANUFACTURER OR PROVIDER OF SUCH PRODUCT. ALL PRODUCTS ARE MANUFACTURED BY THIRD PARTIES; (ii) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. NIMIFOO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT. NIMIFOO ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO PROVIDE ANY CONTENT OR TO STORE ANY PERSONALIZATION SETTINGS OR USER MATERIALS; (iii) ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, SOFTWARE, TECHNOLOGY OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT; (iv) NIMIFOO MAKES NO REPRESENTATION, WARRANTY, GUARANTEE OR PROMISE THAT THE PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS; (v) NIMIFOO WILL NOT BE RESPONSIBLE FOR ANY THIRD-PARTY CONTENT ON SERVICES, ANY LINKS TO THIRD-PARTY WEBSITES OR ANY THIRD-PARTY WEBSITES. NIMIFOO DOES NOT VET OR VERIFY USERS THAT IDENTIFY THEMSELVES AS EXPERTS ON PARTICULAR TOPICS THROUGH THE SERVICES, AND YOU AGREE NOT TO HOLD NIMIFOO RESPONSIBLE FOR RELIANCE ON SUCH EXPERTS IF YOU DO NOT ACHIEVE THE RESULTS YOU EXPECT IN RELYING ON SUCH EXPERTS; (vi) PACKAGING, LABELS AND INSTRUCTIONS MAY CONTAIN MANUFACTURER DISCLAIMERS AND LIMITATIONS OF LIABILITY THAT APPLY TO THE PRODUCTS YOU PURCHASE. NIMIFOO MAKES ALL DISCLAIMERS IN THIS PARAGRAPH ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS.
IN NO EVENT WILL NIMIFOO, ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, OR REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING) (COLLECTIVELY “NIMIFOO” FOR PURPOSES OF THIS SECTION) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM THE PERFORMANCE, USE OF OR THE INABILITY TO USE THE SERVICES OR PRODUCTS, EVEN IF NIMIFOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE OR OTHERWISE. NIMIFOO WILL NOT BE LIABLE FOR THE COST OF REPLACEMENT PRODUCTS, LOSS OF REVENUE OR LOSS OF GOOD WILL. YOUR EXCLUSIVE REMEDY, AND NIMIFOO’S SOLE LIABILITY, FOR ANY CLAIM OR DAMAGE YOU MAY INCUR AS A RESULT OF THIS SITE, THE SERVICES, USER CONTENT OR THE CONTENT IS TO CEASE USING THIS SITE AND THE CONTENT. NIMIFOO’S TOTAL LIABILITY IN THE AGGREGATE FOR ANY AND ALL DAMAGES CAUSED BY NIMIFOO TO YOU WILL BE LIMITED TO A MAXIMUM OF $5,000 USD.
NIMIFOO DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICE, AND NIMIFOO WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. NIMIFOO WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Nimifoo shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on or through the Services.
Most disputes can be resolved without resorting to formal action. If you have any dispute with us, you agree that before taking any formal action, you will contact us at firstname.lastname@example.org and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to your account). Except for intellectual property claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Nimifoo, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
These Terms will be interpreted in accordance with the laws of the State of Colorado, without regard to its conflict-of-law provisions. If any part of these Terms is considered invalid, it shall be enforced as effectively as possible while all other provisions remain in full effect. The federal or state courts in Denver, Colorado shall have exclusive jurisdiction over any dispute arising with respect to these Terms.
13.1 No Waiver. No waiver of any term of these Terms will be binding unless in writing, no waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and the failure of Nimifoo to exercise or enforce any right or remedy in these Terms does not waive that right or remedy.
13.2 Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
13.3 Entire Agreement. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Nimifoo and govern your use of the Site and Services, Services and products provided by Nimifoo, and supersede any prior agreements between you and Nimifoo on the subject matter. These Terms may not be modified by an oral statement by a representative of Nimifoo.
13.4 Relationship with Nimifoo. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. These Terms will not be construed against the drafter. “Include(s)” or “including” means, respectively, “include(s) without limitation” or “including without limitation”, unless expressly stated otherwise.
13.5 Notices. We may deliver notice to you by e-mail, posting a notice on the Services or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following email address: email@example.com.