Last
updated
September 28,
2022
TABLE OF CONTENTS
These
Terms of Service
constitute a legally binding agreement made between
you, whether personally or on behalf of an entity (“you”) and Nivek LLC
("
Company
", “we”, “us”, or
“our”), concerning your access to and use of the https://www.greeneggnation.com website as well as any
other media form, media channel, mobile website or mobile application related, linked, or otherwise
connected thereto (collectively, the “Site”).
We are registered in
Tennessee, United States
and have our registered office at
100 Powell Pl #1202
,
Nashville
, TN
37204
.
You agree that by accessing the Site, you have read, understood, and
agree to be bound by all of these
Terms of Service
. IF YOU DO NOT AGREE WITH ALL OF THESE
TERMS OF SERVICE
, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE
SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and
conditions or documents that may be posted on the Site from time to time are hereby expressly
incorporated herein by reference. We reserve the right, in our sole discretion, to make changes
or modifications to these
Terms of Service
from time to time. We will
alert you about any changes by updating the “Last updated” date of these
Terms of Service
, and you waive any right to receive specific
notice of each such change. Please ensure that you check the applicable Terms every time you use
our Site so that you understand which Terms apply. You will be subject to, and will be deemed to
have been made aware of and to have accepted, the changes in any revised
Terms of Service
by your continued use of the Site after the date
such revised
Terms of Service
are posted.
The
information provided on the Site is not intended for distribution to or use by any person or entity
in any jurisdiction or country where such distribution or use would be contrary to law or regulation
or which would subject us to any registration requirement within such jurisdiction or country.
Accordingly, those persons who choose to access the Site from other locations do so on their own
initiative and are solely responsible for compliance with local laws, if and to the extent local
laws are applicable.
The Site is not tailored to comply with
industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal
Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to
such laws, you may not use this Site. You may not use the Site in a way that would violate the
Gramm-Leach-Bliley Act (GLBA).
The
Site is intended for users who are at least 18 years old. Persons under the age
of 18 are not permitted to use or register
for the Site.
2. INTELLECTUAL PROPERTY
RIGHTS
Unless
otherwise indicated, the Site is our proprietary property and all source code, databases,
functionality, software, website designs, audio, video, text, photographs, and graphics on the Site
(collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the
“Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and
trademark laws and various other intellectual property rights and unfair competition laws of the
United States, international copyright laws, and international conventions. The Content and the
Marks are provided on the Site “AS IS” for your information and personal use only. Except as
expressly provided in these
Terms of Service
, no part of the Site and no Content or Marks may be
copied, reproduced,
aggregated, republished, uploaded, posted, publicly displayed, encoded,
translated, transmitted, distributed, sold, licensed, or otherwise exploited
for any commercial purpose whatsoever, without our express prior written
permission.
Provided
that you
are eligible to use the Site, you are granted a limited license to access and
use the Site and to download or print a copy of any portion of the Content to
which you have properly gained access solely for your personal, non-commercial
use. We reserve all rights not expressly granted to you in and to the Site, the Content and the
Marks.
By using the
Site, you represent and warrant that:
(1) all registration information you submit
will be true, accurate, current, and complete; (2) you will maintain the accuracy of
such information and promptly update such registration information as necessary;
(3) you have the legal capacity and you agree to
comply with these
Terms of Service
;
(4) you are not a
minor in the jurisdiction in which you reside
;
(5) you will not access the Site
through automated or non-human means, whether through a bot, script or
otherwise; (6) you will not use the Site for any illegal or
unauthorized
purpose; and (7) your use of the Site
will not violate any applicable law or regulation.
If you
provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to
suspend or terminate your account and refuse any and all current or future use of the Site (or any
portion thereof).
You
may be
required to register with the Site. You agree to keep your password
confidential and will be responsible for all use of your account and password.
We reserve the right to remove, reclaim, or change a username you select if we
determine, in our sole discretion, that such username is inappropriate,
obscene, or otherwise objectionable.
We accept the following forms of payment:
- Apple App Store
Subscription
You may be required to purchase or pay
a fee to access some of our services. You agree to provide current, complete, and accurate
purchase and account information for all purchases made via the Site. You further agree to
promptly update account and payment information, including email address, payment method,
and payment card expiration date, so that we can complete your transactions and contact you
as needed. We bill you through an online billing account for purchases made via the Site.
Sales tax will be added to the price of purchases as deemed required by us. We may change
prices at any time. All payments shall be in your Apple App Store
currency settings.
You agree to pay all
charges or fees at the prices then in effect for your purchases, and you authorize us to
charge your chosen payment provider for any such amounts upon making your purchase.
If
your purchase is subject to recurring charges, then you
consent to our charging your payment method on a recurring basis without
requiring your prior approval for each recurring charge, until you notify us of
your cancellation.
We reserve the right to correct any
errors or mistakes in
pricing, even if we have already requested or received payment. We also reserve
the right to refuse any order placed through the Site.
You can cancel your subscription at any time
by accessing
your Apple App Store subscription settings
. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with
our services, please email us at [email protected]
or call us at
(+1)615-640-0558
.
You may not
access or use the Site for any purpose other than that for which we make the Site available. The
Site may not be used in connection with any commercial endeavors except those that are specifically
endorsed or approved by us.
As a user of the Site,
you agree not to:
-
Systematically
retrieve data or other content from the Site to create or compile, directly or
indirectly, a collection, compilation, database, or directory without written permission
from us.
-
Trick,
defraud, or mislead us and other users, especially in any attempt to learn
sensitive account information such as user
passwords.
-
Circumvent,
disable, or otherwise interfere with security-related features of the Site,
including features that prevent or restrict the use or copying of any
Content or enforce limitations on the use of the Site and/or the Content
contained therein.
-
Disparage,
tarnish, or otherwise harm, in our opinion, us and/or the
Site.
-
Use
any information obtained from the Site in order to harass, abuse, or harm
another person.
-
Make
improper use of our support services or submit false reports of abuse or
misconduct.
-
Use
the Site in a manner inconsistent with any applicable laws or
regulations.
-
Engage
in unauthorized framing of or linking to the
Site.
-
Upload
or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or
other material, including excessive use of capital letters and spamming
(continuous posting of repetitive text), that interferes with any party’s
uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts,
alters, or interferes with the use, features, functions, operation, or
maintenance of the Site.
-
Engage
in any automated use of the system, such as using scripts to send comments
or messages, or using any data mining, robots, or similar data gathering and
extraction tools.
-
Delete
the copyright or other proprietary rights notice from any
Content.
-
Attempt
to impersonate another user or person or use the username of another
user.
-
Upload
or transmit (or attempt to upload or to transmit) any material that acts as
a passive or active information collection or transmission mechanism,
including without limitation, clear graphics interchange formats (“gifs”),
1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred
to as “spyware” or “passive collection mechanisms” or
“pcms”).
-
Interfere
with, disrupt, or create an undue burden on the Site or the networks or
services connected to the Site.
-
Harass,
annoy, intimidate, or threaten any of our employees or agents engaged in
providing any portion of the Site to you.
-
Attempt
to bypass any measures of the Site designed to prevent or restrict access to
the Site, or any portion of the Site.
-
Copy
or adapt the Site’s software, including but not limited to Flash, PHP, HTML,
JavaScript, or other code.
-
Except
as permitted by applicable law, decipher, decompile, disassemble, or reverse
engineer any of the software comprising or in any way making up a part of
the Site.
-
Except
as may be the result of standard search engine or Internet browser usage,
use, launch, develop, or distribute any automated system, including without
limitation, any spider, robot, cheat utility, scraper, or offline reader
that accesses the Site, or using or launching any unauthorized script or
other software.
-
Use
a buying agent or purchasing agent to make purchases on the
Site.
-
Make
any unauthorized use of the Site, including collecting usernames and/or
email addresses of users by electronic or other means for the purpose of
sending unsolicited email, or creating user accounts by automated means or
under false pretenses.
-
Use
the Site as part of any effort to compete with us or otherwise use the Site
and/or the Content for any revenue-generating endeavor or commercial
enterprise.
-
Use the Site to advertise or offer to sell goods and services.
-
Sell or otherwise transfer your profile.
8. USER
GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs,
message boards, online forums, and other functionality, and may provide you with the
opportunity to create, submit, post, display, transmit, perform, publish,
distribute, or broadcast content and materials to us or on the Site, including but
not limited to text, writings, video, audio, photographs, graphics, comments,
suggestions, or personal information or other material (collectively,
"Contributions"). Contributions may be viewable by other users of the Site and
through third-party websites. As such, any Contributions you transmit may be treated
as non-confidential and non-proprietary. When you create or make available any
Contributions, you thereby represent and warrant that:
- The creation,
distribution, transmission, public display, or performance, and the
accessing, downloading, or copying of your Contributions do not and will not
infringe the proprietary rights, including but not limited to the copyright,
patent, trademark, trade secret, or moral rights of any third
party.
- You are the
creator and owner of or have the necessary licenses, rights, consents,
releases, and permissions to use and to authorize us, the Site, and other
users of the Site to use your Contributions in any manner contemplated by
the Site and these
Terms of Service
.
- You have the
written consent, release, and/or permission of each and every identifiable
individual person in your Contributions to use the name or likeness of each
and every such identifiable individual person to enable inclusion and use of
your Contributions in any manner contemplated by the Site and these
Terms of Service
.
- Your
Contributions are not false, inaccurate, or misleading.
- Your
Contributions are not unsolicited or unauthorized advertising, promotional
materials, pyramid schemes, chain letters, spam, mass mailings, or other
forms of solicitation.
- Your
Contributions are not obscene, lewd, lascivious, filthy, violent, harassing,
libelous, slanderous, or otherwise objectionable (as determined by
us).
- Your
Contributions do not ridicule, mock, disparage, intimidate, or abuse
anyone.
- Your
Contributions are not used to harass or threaten (in the legal sense of
those terms) any other person and to promote violence against a specific
person or class of people.
- Your
Contributions do not violate any applicable law, regulation, or
rule.
- Your
Contributions do not violate the privacy or publicity rights of any third
party.
- Your
Contributions do not violate any applicable law concerning child
pornography, or otherwise intended to protect the health or well-being of
minors.
- Your
Contributions do not include any offensive comments that are connected to
race, national origin, gender, sexual preference, or physical
handicap.
- Your
Contributions do not otherwise violate, or link to material that violates,
any provision of these
Terms of Service
, or any applicable law or
regulation.
Any use of
the Site in violation of the foregoing violates these
Terms of Service
and may result in, among other
things, termination or suspension of your rights to use the Site.
By posting your
Contributions to any part of the Site
, you automatically grant, and you represent and warrant that you have the
right to grant, to us an unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license
to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle,
archive, store, cache, publicly perform, publicly display, reformat, translate,
transmit, excerpt (in whole or in part), and distribute such Contributions
(including, without limitation, your image and voice) for any purpose, commercial,
advertising, or otherwise, and to prepare derivative works of, or incorporate into
other works, such Contributions, and grant and authorize sublicenses of the
foregoing. The use and distribution may occur in any media formats and through any
media channels.
This license
will apply to any form, media, or technology now known or hereafter developed, and
includes our use of your name, company name, and franchise name, as applicable, and
any of the trademarks, service marks, trade names, logos, and personal and
commercial images you provide. You waive all moral rights in your Contributions, and
you warrant that moral rights have not otherwise been asserted in your
Contributions.
We do not
assert any ownership over your Contributions. You retain full ownership of all of
your Contributions and any intellectual property rights or other proprietary rights
associated with your Contributions. We are not liable for any statements or
representations in your Contributions provided by you in any area on the Site. You
are solely responsible for your Contributions to the Site and you expressly agree to
exonerate us from any and all responsibility and to refrain from any legal action
against us regarding your Contributions.
We
have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise
change any Contributions; (2) to re-categorize any Contributions to place them in more
appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at
any time and for any reason, without notice. We have no obligation to monitor your
Contributions.
10. GUIDELINES
FOR REVIEWS
We
may provide you areas on the Site to leave reviews or ratings. When posting a review,
you must comply with the following criteria: (1) you should have firsthand experience
with the person/entity being reviewed; (2) your reviews should not contain offensive
profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not
contain discriminatory references based on religion, race, gender, national origin, age,
marital status, sexual orientation, or disability; (4) your reviews should not contain
references to illegal activity; (5) you should not be affiliated with competitors if
posting negative reviews; (6) you should not make any conclusions as to the legality of
conduct; (7) you may not post any false or misleading statements; and (8) you may not
organize a campaign encouraging others to post reviews, whether positive or
negative.
We may
accept,
reject, or remove reviews in our sole discretion. We have absolutely no
obligation to screen reviews or to delete reviews, even if anyone considers
reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not
necessarily represent our
opinions or the views of any of our affiliates or partners. We do not assume
liability for any review or
for any claims, liabilities, or losses resulting from any review. By posting a
review, you hereby grant
to us a perpetual,
non-exclusive, worldwide, royalty-free, fully-paid, assignable, and
sublicensable right and license to reproduce, modify, translate, transmit by
any means, display, perform, and/or distribute all content relating to
reviews.
11. MOBILE
APPLICATION LICENSE
If you access
the Site via a mobile application, then we grant you a revocable, non-exclusive,
non-transferable, limited right to install and use the mobile application on
wireless electronic devices owned or controlled by you, and to access and use the
mobile application on such devices strictly in accordance with the terms and
conditions of this mobile application license contained in these
Terms of Service
.
You shall not: (1) except as permitted by applicable law, decompile, reverse
engineer, disassemble, attempt to derive
the source code of, or decrypt the application; (2) make any modification,
adaptation, improvement, enhancement, translation, or derivative work from the
application; (3) violate any applicable laws, rules, or regulations in
connection with your access or use of the application; (4) remove, alter, or
obscure any proprietary notice (including any notice of copyright or trademark)
posted by us or the licensors of the application; (5) use the application for
any revenue generating endeavor, commercial enterprise, or other purpose for
which it is not designed or intended; (6) make the application available over a
network or other environment permitting access or use by multiple devices or
users at the same time; (7) use the application for creating a product,
service, or software that is, directly or indirectly, competitive with or in
any way a substitute for the application; (8) use the application to send
automated queries to any website or to send any unsolicited commercial e-mail;
or (9) use any proprietary information or any of our interfaces or our other
intellectual property in the design, development, manufacture, licensing, or
distribution of any applications, accessories, or devices for use with the
application.
Apple and Android
Devices
The following
terms apply when you use a mobile application obtained from either the Apple Store
or Google Play (each an “App Distributor”) to access the Site: (1) the license
granted to you for our mobile application is limited to a non-transferable license
to use the application on a device that utilizes the Apple iOS or Android operating
systems, as applicable, and in accordance with the usage rules set forth in the
applicable App Distributor’s terms of service; (2) we are responsible for providing
any maintenance and support services with respect to the mobile application as
specified in the terms and conditions of this mobile application license contained
in these
Terms of Service
or as otherwise required under
applicable law, and you acknowledge that each App Distributor has no obligation
whatsoever to furnish any maintenance and support services with respect to the
mobile application; (3) in the event of any failure of the mobile application to
conform to any applicable warranty, you may notify the applicable App Distributor,
and the App Distributor, in accordance with its terms and policies, may refund the
purchase price, if any, paid for the mobile application, and to the maximum extent
permitted by applicable law, the App Distributor will have no other warranty
obligation whatsoever with respect to the mobile application; (4) you represent and
warrant that (i) you are not located in a country that is subject to a U.S.
government embargo, or that has been designated by the U.S. government as a
“terrorist supporting” country and (ii) you are not listed on any U.S. government
list of prohibited or restricted parties; (5) you must comply with applicable
third-party terms of agreement when using the mobile application, e.g., if you have
a VoIP application, then you must not be in violation of their wireless data service
agreement when using the mobile application; and (6) you acknowledge and agree that
the App Distributors are third-party beneficiaries of the terms and conditions in
this mobile application license contained in these
Terms of Service
, and that each App Distributor will
have the right (and will be deemed to have accepted the right) to enforce the terms
and conditions in this mobile application license contained in these
Terms of Service
against you as a third-party
beneficiary thereof.
You
acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other
information regarding the Site ("Submissions") provided by you to us are non-confidential and shall
become our sole property. We shall own exclusive rights, including all intellectual property rights,
and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful
purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive
all moral rights to any such Submissions, and you hereby warrant that any such Submissions are
original with you or that you have the right to submit such Submissions. You agree there shall be no
recourse against us for any alleged or actual infringement or misappropriation of any proprietary
right in your Submissions.
13. THIRD-PARTY
WEBSITES AND CONTENT
The
Site may contain (or you may be sent via the Site) links to other websites
("Third-Party Websites") as well as articles, photographs, text, graphics, pictures,
designs, music, sound, video, information, applications, software, and other content
or items belonging to or originating from third parties ("Third-Party Content").
Such Third-Party Websites and Third-Party Content are not investigated, monitored,
or checked for accuracy, appropriateness, or completeness by us, and we are not
responsible for any Third-Party Websites accessed through the Site or any
Third-Party Content posted on, available through, or installed from the Site,
including the content, accuracy, offensiveness, opinions, reliability, privacy
practices, or other policies of or contained in the Third-Party Websites or the
Third-Party Content. Inclusion of, linking to, or permitting the use or installation
of any Third-Party Websites or any Third-Party Content does not imply approval or
endorsement thereof by us. If you decide to leave the Site and access the
Third-Party Websites or to use or install any Third-Party Content, you do so at your
own risk, and you should be aware these
Terms of Service
no longer govern. You should review
the applicable terms and policies, including privacy and data gathering practices,
of any website to which you navigate from the Site or relating to any applications
you use or install from the Site. Any purchases you make through Third-Party
Websites will be through other websites and from other companies, and we take no
responsibility whatsoever in relation to such purchases which are exclusively
between you and the applicable third party. You agree and acknowledge that we do not
endorse the products or services offered on Third-Party Websites and you shall hold
us harmless from any harm caused by your purchase of such products or services.
Additionally, you shall hold us harmless from any losses sustained by you or harm
caused to you relating to or resulting in any way from any Third-Party Content or
any contact with Third-Party Websites.
We
allow advertisers to display their advertisements and other information in certain
areas of the Site, such as sidebar advertisements or banner advertisements. If you
are an advertiser, you shall take full responsibility for any advertisements you
place on the Site and any services provided on the Site or products sold through
those advertisements. Further, as an advertiser, you warrant and represent that you
possess all rights and authority to place advertisements on the Site, including, but
not limited to, intellectual property rights, publicity rights, and contractual
rights.
We simply
provide the space to place such advertisements, and we have no other relationship
with advertisers.
15. U.S. GOVERNMENT
RIGHTS
Our
services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If
our services are acquired by or on behalf of any agency not within the Department of Defense
(“DOD”), our services are subject to the terms of these
Terms of Service
in accordance with FAR 12.212 (for computer
software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of
any agency within the Department of Defense, our services are subject to the terms of these
Terms of Service
in accordance with Defense Federal Acquisition
Regulation (“DFARS”) 227.7202-
3.
In addition, DFARS 252.227-7015
applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of,
and supersedes, any other FAR, DFARS, or other clause or provision that addresses government
rights in computer software or technical data under these
Terms of Service
.
We reserve
the right, but not the obligation, to: (1) monitor the Site for violations of these
Terms of Service
; (2) take appropriate legal action against anyone
who, in our sole discretion, violates the law or these
Terms of Service
, including without
limitation, reporting such user to law enforcement authorities; (3) in our sole
discretion and without limitation, refuse, restrict access to, limit the
availability of, or disable (to the extent technologically feasible) any of
your Contributions or any portion thereof; (4) in our sole discretion and
without limitation, notice, or liability, to remove from the Site or otherwise
disable all files and content that are excessive in size or are in any way
burdensome to our systems; and (5) otherwise manage the Site in a manner
designed to protect our rights and property and to facilitate the proper
functioning of the Site.
We
care about data privacy and security. Please review our Privacy Policy:
https://www.greeneggnation.com/privacy
. By using the Site, you agree to be bound by our Privacy Policy, which is
incorporated into these
Terms of Service
. Please be advised the Site is hosted in
the United States
. If you access the Site from any other region of the
world with laws or other requirements governing personal data collection, use, or
disclosure that differ from applicable laws in
the United States
, then through your continued use of the Site,
you
are transferring your data to
the United States
, and you agree to have your data transferred to and processed in
the United States
.
18.
COPYRIGHT INFRINGEMENTS
We
respect the intellectual property rights of others. If you believe that any material
available on or through the Site infringes upon any copyright you own or control, please
immediately notify us using the contact information provided below (a “Notification”). A
copy of your Notification will be sent to the person who posted or stored the material
addressed in the Notification. Please be advised that pursuant to applicable law you may
be held liable for damages if you make material misrepresentations in a Notification.
Thus, if you are not sure that material located on or linked to by the Site infringes
your copyright, you should consider first contacting an attorney.
These
Terms of Service
shall remain in full force and effect while you use
the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE
TERMS OF SERVICE
, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND
WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP
ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH
OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE
TERMS OF SERVICE
OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY
TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE
YOUR
ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE
DISCRETION.
If we terminate
or suspend your account for any reason, you are prohibited from registering and
creating a new account under your name, a fake or borrowed name, or the name of
any third party, even if you may be acting on behalf of the third party. In
addition to terminating or suspending your account, we reserve the right to
take appropriate legal action, including without limitation pursuing civil,
criminal, and injunctive redress.
20. MODIFICATIONS AND INTERRUPTIONS
We reserve
the right to change, modify, or remove the contents of the Site at any time or for any reason at our
sole discretion without notice. However, we have no obligation to update any information on our
Site. We also reserve the right to modify or discontinue all or part of the Site without notice at
any time. We will not be liable to you or any third party for any modification, price change,
suspension, or discontinuance of the Site.
We cannot
guarantee the Site will be available at all times. We may experience hardware, software, or other
problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or
errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify
the Site at any time or for any reason without notice to you. You agree that we have no liability
whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site
during any downtime or discontinuance of the Site. Nothing in these
Terms of Service
will be construed to obligate us to maintain and
support the Site or to supply any corrections, updates, or releases in connection therewith.
These
Terms of Service
and your use of the Site are governed by and
construed in accordance with the laws of
the State
of
Tennessee
applicable
to agreements made and to be entirely performed within
the State of
Tennessee
, without regard to its conflict of law principles.
If
the Parties are unable to resolve a
Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below)
will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS
PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be
commenced and conducted under the Commercial Arbitration Rules of the American Arbitration
Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related
Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org.
Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA
Consumer Rules and, where appropriate, limited by the AAA Consumer Rules.
The
arbitration may be conducted in person, through the submission of documents, by phone, or
online. The arbitrator will make a decision in writing, but need not provide a statement of
reasons unless requested by either Party. The arbitrator must follow applicable law, and any
award may be challenged if the arbitrator fails to do so. Except where otherwise required by
the applicable AAA rules or applicable law, the arbitration will take place in
Davidson,
Tennessee
. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration,
stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award
entered by the arbitrator.
If for any reason, a Dispute
proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts
located in
Davidson,
Tennessee
, and the Parties hereby consent to, and waive all defenses of lack of personal
jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such
state and federal courts
. Application of the United Nations Convention on Contracts for the International Sale of
Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these
Terms of Service
.
In no
event shall any Dispute brought by either Party related in any way to the Site be commenced more
than one (1) years after the cause of action arose. If this provision is found to be illegal or
unenforceable, then neither Party will elect to arbitrate any Dispute falling within that
portion of this provision found to be illegal or unenforceable and such Dispute shall be decided
by a court of competent jurisdiction within the courts listed for jurisdiction above, and the
Parties agree to submit to the personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between
the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with
any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a
class-action basis or to utilize class action procedures; and (c) there is no right or authority for any
Dispute to be brought in a purported representative capacity on behalf of the general public or any
other persons.
Exceptions to Arbitration
The Parties agree that the following
Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes
seeking to enforce or protect, or concerning the validity of, any of the intellectual property
rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy,
invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision
is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute
falling within that portion of this provision found to be illegal or unenforceable and such Dispute
shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction
above, and the Parties agree to submit to the personal jurisdiction of that court.
23. CORRECTIONS
There may be information on the Site that contains typographical errors,
inaccuracies, or omissions, including descriptions, pricing, availability, and various other
information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or
update the information on the Site at any time, without prior notice.
24. DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR
USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR
COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME
NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS,
(2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE
OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL
INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE
TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT
AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT
POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR
ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE
SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER
ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION
BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR
SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION
WHERE APPROPRIATE.
25. LIMITATIONS OF LIABILITY
IN
NO EVENT
WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT,
INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT,
LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU
FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES
BE LIMITED TO
THE AMOUNT PAID,
IF ANY, BY YOU TO US
DURING THE SIX (6) MONTH
PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING
.
CERTAIN US STATE LAWS AND
INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS
ON IMPLIED WARRANTIES OR THE EXCLUSION OR
LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS
APPLY TO YOU, SOME OR ALL OF THE ABOVE
DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO
YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
26. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our
subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and
against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and
expenses, made by any third party due to or arising out of:
(1) your Contributions;
(2) use of the Site; (3) breach of these
Terms of Service
; (4) any breach of your representations and warranties
set forth in these
Terms of Service
; (5) your violation of the rights of a third party,
including but not limited to intellectual property rights; or (6) any overt harmful act toward any other
user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve 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, at your expense, with our defense of such claims.
We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject
to this indemnification upon becoming aware of it.
27. USER DATA
We
will maintain certain data that you transmit to the Site for the purpose of managing the performance of
the Site, as well as data relating to your use of the Site. Although we perform regular routine backups
of data, you are solely responsible for all data that you transmit or that relates to any activity you
have undertaken using the Site. You agree that we shall have no liability to you for any loss or
corruption of any such data, and you hereby waive any right of action against us arising from any such
loss or corruption of such data.
28. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND
SIGNATURES
Visiting the Site, sending us emails,
and completing online forms constitute electronic communications. You consent to receive electronic
communications, and you agree that all agreements, notices, disclosures, and other communications we
provide to you electronically, via email and on the Site, satisfy any legal requirement that such
communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS,
ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF
TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or
requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction
which require an original signature or delivery or retention of non-electronic records, or to
payments or the granting of credits by any means other than electronic means.
29. CALIFORNIA USERS AND RESIDENTS
If
any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of
the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625
North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)
445-1254.
30. MISCELLANEOUS
These
Terms of Service
and any policies or operating rules posted by us on the
Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our
failure to exercise or enforce any right or provision of these
Terms of Service
shall not operate as a waiver of such right or provision.
These
Terms of Service
operate to the fullest extent permissible by law. We may
assign any or all of our rights and obligations to others at any time. We shall not be responsible or
liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
If any provision or part of a provision of these
Terms of Service
is determined to be unlawful, void, or unenforceable,
that provision or part of the provision is deemed severable from these
Terms of Service
and does not affect the validity and enforceability of
any remaining provisions. There is no joint venture, partnership, employment or agency relationship
created between you and us as a result of these
Terms of Service
or use of the Site. You agree that these
Terms of Service
will not be construed against us by virtue of having
drafted them. You hereby waive any and all defenses you may have based on the electronic form of these
Terms of Service
and the lack of signing by the parties hereto to execute
these
Terms of Service
.
31. CONTACT US
In
order to
resolve a complaint regarding the Site or to receive further information regarding use of the Site,
please contact us at:
Nivek LLC
100 Powell Pl #1202
Nashville
, TN
37204
United States
Phone: (+1)615-640-0558