Terms of Use

These Terms of Use (“Terms”) apply to all Websites, services, software, applications, Content and Nicelist Products (as defined below) (collectively, the “Services”) provided to You by Nicelist, Inc. (“Nicelist”). Please read them carefully. In addition to these Terms, Your access to and use of the Services are governed by the Nicelist Privacy Policy, which can be found at https://www.Nicelist.me/privacy (the “Privacy Policy”), and which is incorporated into these Terms by reference. Please read these Terms and the Privacy Policy carefully.

These Terms govern Your use of the Services and constitute a binding agreement between You and Nicelist, and are deemed accepted by You and Nicelist. Your access to or use of the Services indicates Your acceptance to these Terms. If You do not accept these Terms stated here, do not use the Services. Nicelist reserves the right to revise these Terms at any time, at its sole discretion, by posting an updated version to the Website. You should visit this page periodically to review the most current Terms, because they are binding on You. By continuing to access or use the Services after updated terms have been posted, You agree to be bound by the updated Terms. The Nicelist Products may have additional terms and conditions that apply.

Nicelist reserves the right, without notice and in its sole discretion, to restrict, refuse or terminate Your ability to use the Website, and to limit, block or prevent access to and use of the Website without any liability to You.

Definitions

“Content” means all content contained in the Website, including all text, images, audio content, videos, designs, graphics, information, logos, downloadable content, software, and any other content contained therein and all related patents, copyrights, trademarks, service marks, intellectual property and/or other proprietary information of Nicelist.

“Nicelist Product(s)” means and refers to any products, including without limitation any gift cards, purchased from Nicelist or third parties through the Website or any Nicelist mobile application.

“Post or Provide” (or any derivative thereof) means to upload, post, transmit, share, store, submit, link to or otherwise make available on the Website.

“We,” “Us,” and “Our” mean and refer to Nicelist and its parents, subsidiaries or affiliates.

“Website” means any websites, web pages, and any subpages (including any mobile websites, web pages and subpages) under Nicelist's control, whether partial or otherwise. This includes, but is not limited to, Nicelist.me, any subpages, and the website from which these Terms were accessed from. This also includes the Content.

“You,” “Your,” and “User” mean and refer to all individuals and/or entities who are accessing or using the Website or the Services for any reason.

Eligibility and Account

If You are accepting these Terms on behalf of a company or other legal entity, You have the authority to bind that company or legal entity to these Terms. You also certify that You are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. You are responsible for ensuring that all persons who access the Website through Your internet connection are aware of these Terms and that they comply with them. This includes any person who is authorized to access Your account via Your login, and any additional logins associated with Your account. These Terms are void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

You must be 18 years of age or older and have a valid credit card to purchase any Nicelist Products on Our Website or to create an account on Our Website. If You are under the age of 18, You agree and warrant that You have Your parent or legal guardian’s consent to access Our Website.

Some Services require You to create an account to participate in such Service. By creating an account, You represent that (i) You are over the age of 18, (ii) You are responsible for maintaining the confidentiality of Your account and password, and (iii) You accept responsibility for all activities that occur under Your account, password and any logins associated with Your account. You hereby represent that all registration information You submit is accurate, current and complete and that You are solely responsible for the accuracy of such information. You agree to update Your account information to keep it current and accurate.

You agree not to impersonate or misrepresent Your affiliation with any person or entity, including using another person’s username, password or other account information, another person’s name or likeness or provide false details, unless and only in the circumstance that You have been authorized to create a login associated with another User’s account.

Nicelist reserves the right to accept or refuse Your application for an account (in Our absolute and sole discretion).

As part of the Services, We may send SMS messages to You using a short code text messaging service, for example, We may send You an SMS message to confirm Your signup when You opt in to the Service or to provide customer service. By providing Your mobile phone number and using the Services, You hereby affirmatively consent to Our use of your mobile phone number for calls and texts in order to perform and improve upon the Services. We will not assess any charges for calls or texts, but standard message charges or other charges from Your wireless carrier may apply. You may opt-out of receiving text messages from Us by modifying Your account settings on the Website or Company’s mobile application, or by emailing opt-out-texts@Nicelist.me.

Usage

You agree and warrant that You will not use the Services in a manner that is illegal or otherwise inconsistent with these Terms. In addition, You will not use the Services in a manner that Nicelist deems, in its sole discretion, objectionable.

You agree that You will access the Services only through the interfaces provided.

You agree not to do any of the following:

• attempt to decipher, decompile, disassemble or reverse engineer or otherwise hack the Website or any software, network or servers used to provide the Services, or to damage Our Website, services or other property in any way;
• attempt to breach any security or authentication measures of the Website or the Services;
• avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Nicelist or any other third party to protect the Services or the Content;
• use the Services, Your account, or communications with other Users for any commercial purpose or solicitation;
• interfere or attempt to interfere with other Users’ use of the Services;
• impersonate or misrepresent Your affiliation with any person;
• violate any applicable law of regulation;
• defame, abuse, stalk, threaten, intimidate, harass or otherwise violate the legal rights, including such person's privacy rights or rights of publicity, of any User, third parties or employee, staff or agent of Nicelist;
• do anything that could disable, damage, tamper with, impair or otherwise cause interruptions to the proper working of the Services;
• use any robot, spider, scraper or other automated means to access, data-mine, data-crawl, scrap or index the Services in any manner;
• send spam or any other unauthorized advertisements or solicitations through or using the Services;
• attempt to harvest, collect or use addresses, phone numbers or email addresses or other contact information of Users without consent from such Users and Nicelist;
• solicit personal information (including social security numbers, credit card numbers and passwords) from Users;
• provide any false personal information in Your account, create more than one account, transfer Your account or create an account for anyone other than Yourself; provided that it is allowed for You to create and have multiple logins associated with Your account;
• offer any contest, sweepstakes, coupon or other promotion through Nicelist;
• do anything that is illegal, infringing, fraudulent, malicious or could expose Nicelist or Users to harm or liability;
• refer a friend by providing such friend’s e-mail address to Us, unless such friend is at least 18-years old;
• allow a child under the age of 18 to provide any personal information in such child’s User Content (as defined below); or
• attempt, encourage or facilitate any of the above.

Nicelist will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Nicelist may involve and cooperate with law enforcement authorities in prosecuting Users who violate these Terms. You acknowledge that Nicelist has no obligation to monitor Your access to or use of the Services or the Content, but has the right to do so for the purpose of operating the Services, to ensure Your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

 

Social Networking Services

You may enable or log in to the Site via various online third party services, such as social media and social networking services like Facebook or Twitter (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Site, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and Nicelist’s use, storage and disclosure of information related to you and your use of such services within Nicelist, please see our Privacy Policy at www.Nicelist.me/privacy. Please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third party Social Networking Services, and Nicelist shall have no liability or responsibility for the privacy practices or other actions of any third-party site or service that may be enabled within the Site.  In addition, Nicelist is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. Nicelist enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

 

Modification of These Terms

Nicelist reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Site. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Site will constitute acceptance of the revised Terms.

 

Content

 

  5.1   Nicelist may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Site ("User Content"); and (ii) access and view User Content and any content that Nicelist itself makes available on or through the Site, including proprietary Content and any content licensed or authorized for use by or through Nicelist from a third party ("Content" and together with User Content, "Collective Content").

  

  5.2   The Site, Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Site and Content, including all associated intellectual property rights, are the exclusive property of Nicelist and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Nicelist used on or in connection with the Site and Content are trademarks or registered trademarks of Nicelist in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site, Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

  

  5.3   You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms or in any other agreement entered into between you and Nicelist. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Nicelist or its licensors, except for the licenses and rights expressly granted in these Terms.

  

  5.4   Subject to your compliance with these Terms, Nicelist grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Site and accessible to you, solely for your personal and non-commercial use.

  

  5.5   By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Site, you grant to Nicelist a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Site, in any media or platform. Unless you provide specific consent, Nicelist does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.

  

  5.6   You are solely responsible for all User Content that you make available on or through the Site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Site or you have all rights, licenses, consents and releases that are necessary to grant to Nicelist the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Nicelist's use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

  

  5.7   You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates any other Nicelist policy. Nicelist may, without prior notice, remove or disable access to any User Content that Nicelist finds to be in violation of these Terms, or otherwise may be harmful or objectionable to Nicelist, its Users, third parties, or property.

  

  5.8   Nicelist respects copyright law and expects its Users to do the same. If you believe that any content on the Site infringes copyrights you own, please notify Nicelist at help@Nicelist.me.

 

Digital Millennium Copyright Act

If You are a copyright owner or a direct agent thereof and believe that any User submission or other Content infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Our designated agent at the following address with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

Address:

Nicelist, Inc.

Natalie Gordon, Designated Agent

1625 Clay Street, Suite 500

Oakland, CA 94612

Email: dmca@Nicelist.me

• a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• identification of the material claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and enough pertinent information about the location of the material to enable Us to locate it within the site;
• information reasonably sufficient to permit Us to contact You, such as an address, telephone number, and, if available, an electronic mail;
• a statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

It is Our policy to terminate the account of any User who is the subject of repeated takedown notices.

 

User Content

Nicelist may offer community features, such as forums, as part of the Services. You must be over the age of 18 to participate in any community features. In addition, Nicelist may allow You to submit information to Nicelist through forms and other manners in connection with obtaining customer support from Nicelist’s help center. You may Post or Provide reviews, comments, photos, images, logos, descriptions and other content and submit suggestions, ideas, comments, questions, opinions and feedback (collectively, the “User Content”). You may not Post or Provide User Content that (i) is illegal, libelous, offensive, harmful, obscene, pornographic, threatening, defamatory or invasive of privacy, including User Content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals; (ii) exploits people in an abusive, violent or sexual manner or that promotes illegal activities or provides instructions on how to conduct illegal activities; (iii) contains software or any other material, including without limitation photos, videos or files, that violates the intellectual property rights (or rights of privacy or publicity) of any third party; or (iv) consists of or contains software viruses, political campaigning, objectionable materials, commercial solicitation, chain letters, mass mailings or any form of “spam”. You may not use a false e-mail address, impersonate any person or entity or otherwise Post or Provide any misleading information or User Content that You know is false or inaccurate. Nicelist reserves the right (but not the obligation) to remove or edit such User Content, at its sole discretion.

If You do Post or Provide User Content, You grant Nicelist a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such User Content throughout the world in any media, including, without limitation, for troubleshooting, marketing, product development and any other commercial or non-commercial purpose in Nicelist’s sole discretion, without payment or compensation to You of any kind. You grant Nicelist and Our sublicensees the right to use the name that You submit in connection with such User Content, if We or they choose to use it. You represent and warrant that (i) You own or otherwise control all of the rights to the User Content that You Post or Provide; (ii) that the User Content is accurate; (iii) that use of the User Content You supply does not violate the Terms or applicable laws, rules or regulations and will not cause injury to any person or entity; and (iv) that You will indemnify Nicelist for all claims resulting from User Content You supply. Nicelist has the right but not the obligation to monitor and edit or remove any activity or User Content. Nicelist takes no responsibility and assumes no liability for any User Content Posted or Provided by Your or any third party.

Nicelist does not pre-screen, review, edit or approve any User Content. The Nicelist community may flag inappropriate User Content and Nicelist may, in its sole discretion, remove or disable access to any User Content.

By Posting or Providing User Content, providing registration information or otherwise sharing any information on the Website, You represent and warrant that (i) You are the owner or otherwise have the right to publicly distribute the User Content and/or other information, (ii) You have the necessary consent or authorization to Post or Provide such User Content and/or other information and (iii) such User Content and/or other information is accurate to Your knowledge. Any User Content Posted or Provided will be considered public, and Nicelist will not be responsible for the actions of Users with regards to any public information.

 

Intellectual Property

The Services are protected under patent, copyright, trademark, and/or other laws. Subject to Your compliance with the Terms, Nicelist and/or its licensors provide You with a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Services. The Services and all Content, including, without limitation, any User Content, remain the property of Nicelist or its licensors and We do not transfer title to any portion of the Services to You. The compilation, collection, arrangement, or assembly of all Content is the exclusive property of Nicelist and protected as well. Any code or software code that Nicelist creates, generates or displays in the Services is also protected and You may not copy or adapt such code.

Unauthorized use of the Services may violate applicable laws and is strictly prohibited. You may not copy the Services or any part thereof without Nicelist’s prior written authorization. Any code or software code that Nicelist creates to generate or display the Services are also protected by Nicelist's copyrights, and You may not copy or adapt such code.

 

Mobile Apps

To use Nicelist’s mobile applications (the “Mobile Apps”) You must have a mobile device that is compatible with the Mobile Apps. Nicelist does not warrant that the Mobile Apps will be compatible with Your mobile device. Nicelist hereby grants You a non-­‐exclusive, non-­‐transferable, revocable license to use a compiled code copy of the Mobile Apps for one Nicelist account on one mobile device owned or leased solely by You, for Your personal use. You acknowledge that Nicelist may from time to time issue upgraded versions of the Mobile Apps, and may automatically electronically upgrade the version of the Mobile Apps that You are using on your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that these Terms will apply to all such upgrades.

If You use Our Mobile Apps or interact with a website that has deployed a plugin, You agree that information about You and Your use of the Services, including, but not limited to, Your device, Your mobile carrier, Your internet access provider, Your physical location, and/or web pages containing Nicelist plugins that load in Your browser may be communicated to Us.

Further, by importing any of Your data through the Mobile Apps, You represent that You have authority to share the transferred data with Your mobile carrier or other access provider. In the event You change or deactivate Your mobile account, You must promptly update Your Nicelist account information to ensure that Your messages are not sent to the person that acquires Your old number and failure to do so is Your responsibility. You acknowledge You are responsible for all charges and necessary permissions related to accessing Nicelist through Your mobile access provider. Therefore, You should check with Your provider to find out if the Services are available and the terms for these services for Your specific mobile devices. Finally, by using any downloadable application to enable Your use of the Services, You are explicitly confirming Your acceptance of the terms of the End User License Agreement associated with the Mobile App provided at download or installation, or as may be updated from time to time.

 

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE ENTIRE RISK OF USING THE SERVICES REMAINS WITH YOU AND IN NO EVENT SHALL Nicelist BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST PROFITS, LOST EMPLOYMENT OPPORTUNITY OR BUSINESS INTERRUPTION, OR FOR ANY DAMAGES TO PROPERTY OF ANY KIND OR FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES OR THE Nicelist PRODUCTS, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Nicelist IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL Nicelist’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR Nicelist PRODUCTS EXCEED THE AMOUNTS YOU HAVE PAID TO Nicelist FOR USE OF THE SERVICES AND THE AMOUNTS YOU PAID FOR THE Nicelist PRODUCTS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Nicelist AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnity

You agree to defend, indemnify, and hold harmless Nicelist, its parent, subsidiaries, affiliates, and their respective officers, directors, successors, subsidiaries, contractors, technology providers, advertisers, employees and agents, from and against any claims, actions, losses, costs, liability or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) Your use of the Services, (ii) Your breach of these Terms, including Your representations and warranties herein or (iii) Your violation of any applicable laws.

Nicelist reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Us and You agree to cooperate with Our defense of these claims. You agree not to settle any matter without the prior written consent of Nicelist. Nicelist will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.

Term and Termination

These Terms will remain in full force and effect while You are a User of the Services. Nicelist reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to suspending, disabling or terminating Your account and/or Your access to and ability to use the Services and/or any other services provided to You by Nicelist, at any time for any or no reason and without any notice. Even after You are no longer a User of the Services, the provisions of these Terms will remain in effect.

You may terminate this Agreement at any time by ceasing all use of the Services. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

 

Dispute Resolution and Arbitration Agreement

 

This Dispute Resolution and Arbitration Agreement shall apply if you (i) reside in the United States; or (ii) do not reside in the United States, but bring any claim against Nicelist in the United States.

  

Overview of Dispute Resolution Process. Nicelist is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 11.1 applies: (1) an informal negotiation directly with Nicelist’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 11). Specifically, the process provides:

  

    •   Claims can be filed with AAA online (www.adr.org);

    

    •   Arbitrators must be neutral and no party may unilaterally select an arbitrator;

    

    •   Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;

    

    •   Parties retain the right to seek relief in small claims court for certain claims, at their option;

    

    •   The initial filing fee for the consumer is capped at $200;

    

    •   The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;

    

    •   The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.

    

Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Nicelist each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Nicelist’s customer service team by emailing us at help@Nicelist.me, or at the contact addresses provided on the Site. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.

  

AGREEMENT TO ARBITRATE. YOU AND Nicelist MUTUALLY AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT OR INTERPRETATION THEREOF, OR TO THE USE OF THE SITE, ANY Nicelist SERVICE OR THE COLLECTIVE CONTENT (COLLECTIVELY, “DISPUTES”) WILL BE SETTLED BY BINDING ARBITRATION (THE “ARBITRATION AGREEMENT”). IF THERE IS A DISPUTE ABOUT WHETHER THIS ARBITRATION AGREEMENT CAN BE ENFORCED OR APPLIES TO OUR DISPUTE, YOU AND Nicelist AGREE THAT THE ARBITRATOR WILL DECIDE THAT ISSUE.

  

Exceptions to Arbitration Agreement. You and Nicelist each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

  

 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.

  

Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Nicelist agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in San Francisco County; (c) in any other location to which you and Nicelist both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.

  

Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

  

JURY TRIAL WAIVER. YOU AND Nicelist ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES.

  

NO CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS. YOU AND Nicelist ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AS TO ALL DISPUTES. FURTHER, UNLESS YOU AND Nicelist BOTH OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS PARAGRAPH IS HELD UNENFORCEABLE WITH RESPECT TO ANY DISPUTE, THEN THE ENTIRETY OF THE ARBITRATION AGREEMENT WILL BE DEEMED VOID WITH RESPECT TO SUCH DISPUTE.

  

Severability. Except as provided in Section 11.10, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

  

Changes. Notwithstanding the provisions of Section 3 (“Modification of These Terms”), if Nicelist changes this Section 11 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Nicelist in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).

  

Survival. Except as provided in Section 11.10, this Section 11 will survive any termination of these Terms and will continue to apply even if you stop using the Site or terminate your Nicelist account.

 

 

Miscellaneous

Privacy: See the Privacy Policy for information and notices concerning Nicelist’s collection and use of Your personal information.

Removal of Your Information: If You believe Your name and/or other personally identifiable information have been used on Our Website without Your permission and You would like to have such information removed, please send Us a request by email at support@Nicelist.me.

Commercial Use: Any and all commercial use of the Services is expressly prohibited without the written consent of Nicelist. This includes but is not limited to collecting names, information, contacting Users, lead generation, and all other commercial activities.

Third-Party Links: The Services may contain links to third-party websites. These links are provided solely as a convenience and not as an endorsement by Nicelist of the contents on such third-party websites. Nicelist is not responsible for the content of linked third-party websites and does not make any representations regarding the content or accuracy of materials on such third-party websites. If You decide to access linked third-party websites, You do so at Your own risk.

Payment Card Industry Data Security Standard and Related Standards and Regulations: You acknowledge that Nicelist has no control over its partners, merchants, and any third party sites which appear or are linked to from the personal registries on the Website. Nicelist has no knowledge and makes no representation, warranty, or guarantee that such partners, merchants, or third parties are compliant with the Payment Card Industry Data Security Standard and related standards and regulations.

Access Outside the United States: Nicelist makes no claims that the Services may be lawfully viewed, downloaded, or accessed outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If You access the Services You do so at Your own risk and are responsible for compliance with the laws of Your jurisdiction. When You access the Services You acknowledge and agree that information You provide may be transferred to a jurisdiction other than Your country of residence and that the laws, including what is determined to be “personal data and/or information,” are different and may be less protective than those applicable to You in Your country of residence. By accepting these Terms You acknowledge, agree and consent to (1) the transfer to and processing of personal information on servers located outside of the country where You reside, (2) Nicelist’s collection and use of Your personal information as described in Our Privacy Policy found here and in accordance with the laws of the United States that may be different and may be less protective than those in Your country and (3) that You are taking a risk by using the Website and Services.

Governing Law: These Terms are governed by the internal substantive laws of the State of California. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within San Francisco, California. If any provision of these Terms are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. In addition, Nicelist's failure to enforce any term of these Terms shall not be deemed as a waiver of such term or otherwise affect Nicelist's ability to enforce such term at any point in the future.

Dispute Resolution: In the event a dispute arises between You and Nicelist, please contact Nicelist. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. You and Nicelist agree that any cause of action arising out of or related to the Website or the Services or these Terms must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

RIGHT TO OPT OUT OF ARBITRATION WAIVER. You may opt out of the foregoing arbitration provision of these Terms by notifying Nicelist in writing within 30 days of the date You first registered for the Services or 30 days from the date these Terms were last updated. To opt out, You must send a written notification to Nicelist at Nicelist, Inc., 2442 Allegheny Way, Placentia CA 92870, Attention: Legal, that includes (i) Your name, account username, address, telephone number and email address, and (ii) a clear statement indicating that You do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration provision.

Additional Terms: If You purchase and/or use any mobile applications provided by Nicelist or any Nicelist Product, additional terms apply, in addition to these Terms.

Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. In addition, Nicelist’s failure to enforce any term of these Terms shall not be deemed as a waiver of such term or otherwise affect Nicelist’s ability to enforce such term at any point in the future.

Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Nicelist’s prior written consent. Any attempt by You to assign or transfer these Terms without such consent will be null and of no effect. Nicelist may assign or transfer these Terms, in its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Headings: Headings provided in these Terms are included for reference purposes only and are not to be given any substantive effect.

 

General Provisions

 

Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Nicelist and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Nicelist and you in relation to the access to and use of the Site.

  

No joint venture, partnership, employment, or agency relationship exists between you and Nicelist as a result of this Agreement or your use of the Site.

  

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

  

If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

  

Nicelist’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

  

You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Nicelist's prior written consent. Nicelist may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

  

Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be in writing and given by Nicelist via email, Site notification, or messaging service (including SMS).

  

If you have any questions about these Terms please email us at help@Nicelist.me, or at the contact information provided in the “Help” or “Contact Us” section of the Site.

 

 

Please also feel free to contact us if you have any questions about NiceList’s Privacy Policy or information practices. 

 

You may contact us as follows: help@NiceList.me