Terms of Use

Back to Contents

NIMIFOO, LLC TERMS OF USE

This website (the “Site”) is owned and provided by Nimifoo, LLC and its affiliates and/or subsidiaries (“Nimifoo”, “we”, “us”, and/or “our”). Your use of this Site is subject to and conditioned on your agreeing to the following terms and conditions in these Terms of Use (“Terms”). These Terms apply to Nimifoo’s websites, mobile applications, and other digital data and interactive services that link to our website (the “Services”). You acknowledge and agree that, by accessing or using the Services or by uploading or posting User Content (as defined below), or by stating “I AGREE” by clicking a button or checking a box, or registering with this Site, you are indicating that you have read, understand, and affirmatively agree to be bound by these Terms. If you do not agree to these Terms of Use or if you do not agree with our Privacy Policy posted on our Site, please do not use this Site or any data, information, advice, design, services or any other content offered on this Site.

Please review this Terms of Use page often. We reserve the right to change these Terms of Use at any time without notice. Please check back from time to time to ensure you are aware of any updates or changes and ensure your continued compliance with them. Your continued use of the Services after any such update constitutes your binding acceptance of such changes.

Additional terms may apply to your use of the Services. We will provide these terms to you or post them on the Site; they are incorporated by reference into these Terms. For example, Nimifoo’s Privacy Policy (which describes how we collect, use and disclose your data and your consent to such collection, use and disclosure) is hereby incorporated into these Terms.

1. ELIGIBILITY AND SCOPE

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. ACCOUNT REGISTRATION; ACCOUNT USE

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. OUR PROPRIETARY RIGHTS

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.

3.2 Use of Intellectual Property. The use or misuse of these intellectual property rights or any User Content on this Site, except as expressly allowed in these Terms of Use, is strictly prohibited. You may print copies of the information on this Site for your personal use, store the files on your computer for personal use, or reference this server from your own documents. Your use of the Site is limited to personal and non-commercial use only unless other uses are granted expressly to you. You may not copy, distribute, modify, transmit, reuse, re-post or otherwise display the Content or the information accessed through registration for any public, commercial, or non-personal purpose. We reserve all other rights.

4. USER CONTENT AND FEEDBACK

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. LICENSE AND PROHIBITED CONDUCT

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:

  • Post or otherwise provide User Content that harasses, abuses, or threatens any other person, or that contains obscene content;
  • Post User Content that degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability or other classification;
  • Post User Content that is unlawful, harmful, tortious, defamatory, libelous, or invasive of another’s privacy;
  • Use the Services commercially (for example, as part of a service bureau), for benchmarking, or to compile information for a product or service;
  • Copy, download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), modify, distribute, post, transmit, display, perform, reproduce, broadcast, duplicate, publish, republish, upload, license, reverse engineer, create derivative works from, or offer for sale any content or other information contained on or obtained from or through the Services, by any means except as provided for in these Terms or with the prior written consent of Nimifoo;
  • Scrape, access, monitor, index, frame, link, or copy any content or information on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the publicly-available portions of the Services through a browser or accessing the Services through any approved API;
  • Post material that advocates illegal activity or discusses illegal activities with the intent to commit them (in either case as determined by Nimifoo in its sole discretion);
  • Post or otherwise make available any material that contains any software, device, instructions, computer code, files, programs and/or other content or feature that is designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment (including without limitation any time bomb, virus, software lock, worm, self-destruction, drop-device, malicious logic, Trojan horse, trap door, “disabling,” “lock out,” “metering” device or any malicious code);
  • Post or do anything that could disable, overburden, or impair the proper working of the Services;
  • Falsely state or otherwise misrepresent your affiliation with a person or entity, or impersonate any person or entity in a manner that does not constitute parody;
  • Through misrepresentation or otherwise, solicit personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
  • Post spam or other advertisements or solicitations, promote commercial entities, or otherwise engage in commercial activity on or through the Services; or
  • Interfere with any other party’s use and enjoyment of the Services.

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. DISCLAIMER AND WARRANTIES

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.

7. LIMITATION OF LIABILITY

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.

8. INDEMNITY

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD NIMIFOO AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, OR REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICES, YOUR CONNECTION TO THE SERVICES, YOUR VIOLATION OF THE TERMS OR NIMIFOO PRIVACY POLICY, YOUR VIOLATION OF AN APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF USER CONTENT TO THE SERVICES, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

9. ADVERTISERS

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.

10. THIRD-PARTY LINKS AND SERVICES

The Services may provide (1) information and content provided by third parties; (2) links to third-party websites or resources, such as sellers of goods and services; and (3) third-party products and services for sale directly to you. Please note that some of these links may be affiliate marketing links encoded by third party partners. This means that we may earn a commission when you click on or make purchases via affiliate links, and affiliate partners may use cookies to understand your use of the Services. For more information about our affiliate marketing practices, please see the Nimifoo Advertising Disclosure. Nimifoo is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that Nimifoo shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.

11. DISPUTE RESOLUTION

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 legal@nimifoo.com 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.

12. CONTROLLING LAW AND SEVERABILITY

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. MISCELLANEOUS

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: legal@nimifoo.com.