LAST MODIFIED: DECEMBER, 2023
1. Introduction: Requirements, Services, Registration.
To access services and content, you will need to register directly with us or with a third-party platform or otherwise. This may require providing or creating a username and password and may also require you to provide certain additional information, which may include your email address, name, country of residence, location, date of birth, usage data, and for fee-based transactions, your mailing address, phone number, payment information (e.g., credit card information, etc.), and other information (collectively, a “User Account”).
You represent that all registration and account related information you provide and/or make available is completely accurate and correct and will be updated by you as needed. As a registered user, you must protect accessibility to your account including but not limited to your login username and your password. You shall be responsible and liable for any access to or use of the Services by you or any other person or entity using your account, whether or not such access or use has been authorized by you or on your behalf, including but not limited to any fee based services
You agree to immediately notify us of any unauthorized use of your account or any other security breach. It is your exclusive responsibility to control the dissemination and use of your login credentials and account. Nioly will not be responsible or liable whatsoever for any losses or harm arising from your failure to do so.
2. Personal Information; Analytics
As between User and Nioly, Nioly owns all right, title and interest in and to the analytics Services Content, including, without limitation, all intellectual and proprietary rights related thereto and except for the limited license granted herein, nothing herein shall be construed to transfer, convey, impair or otherwise adversely affect Nioly’s ownership or proprietary rights therein or any other Nioly information or materials in any form and in any medium. Nioly reserves all rights not expressly granted herein.
User further agrees that it will not disclose the Analytics Services Content to any competitors of Nioly or affiliates, or use the Analytics Services Content for purposes which are competitive, in whole or in part, with, directly or indirectly, Nioly or its affiliates. User also agrees that Nioly may develop products and/or services that may compete in whole or in part with its website(s), businesses or any other products or services owned or controlled by User or any third party. User further agrees that Nioly has no duty or obligation whatsoever to provide any technical support services whatsoever in connection with access or use of the Analytics Services.
Nioly reserves the unconditional right at any time to impose a fee for User’s access to and/or use of Analytics Services in User’s sole discretion.
User shall not, under any circumstances directly or indirectly, display, integrate, embed, use, or otherwise make available the analytics Services Content on or through any websites, platforms or applications pages that (a) copy, mirror and/or replicate any material and/or editorial components, branding, of the Services, (b) appear, in Nioly’s sole discretion, to recreate or duplicate a material portion of any end user experience provided via any of the Services owned or controlled by Nioly or its affiliates or (c) contain content that competes with or otherwise adversely affects Nioly or its affiliates and/or any of their respective brands, products/services, businesses, reputation, as determined by Nioly in its sole discretion.
3. Intellectual Property.
All users must respect our intellectual property rights, and those of others. Content contained and/or made available through the Services, (excluding User Postings), including all Analytics Content, audio/visual content, logos, graphics, copy & text, artwork, photographs, copyrights, trademarks, computer code, software, information, materials and/or other intellectual property and/or proprietary rights therein (“Content”), may be owned, controlled and/or licensed by Nioly, users or other third parties. The Content may be protected by copyright, trademark and other applicable proprietary rights laws, including under Federal and State, as well as applicable foreign laws, treaties, rules, and regulations. You must not delete, alter or hide any copyright, trademark, service mark or other notices, including any notices of attribution, contained on or incorporated in the Services, including notices on any Content you stream, transmit, show, print, download or in any other manner reproduce from the Services. Except as permitted in connection with the Analytics Services, all other Services are to be used solely and exclusively for your non-exclusive, non-transferable, non-sublicensable, non-assignable, non-commercial and limited personal use and for no other purposes whatsoever. You shall not, nor shall you allow any third party to copy, modify, display, reproduce, create any derivative work(s) from, perform, distribute, disseminate, broadcast, publish or circulate to any third party, or otherwise use, any of the Content (i) without the express, prior written consent of the respective owners, or (ii) in any way that violates the rights of any third party. If you believe that the Services contain any elements that infringe your copyright(s) in your work, please follow the reporting procedures set forth below.
4. User Behavior & posts.
You are exclusively and solely responsible for your behavior in connection with the Services. You may not participate in any illegal activity relating to the Services, including but not limited to participating or supporting any behavior that violates any law, rule, or ordinance; violates the intellectual property or any other rights of anyone else.
You further agree not to post or otherwise make available through the services any content that is illegal, abusive, defamatory, fraudulent, false, vulgar, violent, violates privacy rights of anyone, threatening, offensive, discriminatory, promotes violence, contains any virus/spyware or other harmful code/program, lacking authority to post, violative of intellectual property of another, violative of any contract or common law obligation, reflects negatively upon Nioly or its affiliates or agents, You further agree not to interfere, interrupt, reverse engineer, modify or otherwise alter the usage, operation, function of services. While Nioly assumes no responsibility for monitoring and removing any of the aforementioned content, Nioly reserves all rights and may at its sole discretion investigate and take action relating to any such violation including but not limited to removing the content, removing the user from the site, and reporting the user to the appropriate authorities.
By using the Services, you may encounter to other user Posts or material that could be interpreted as insulting, offensive, rude, false, demeaning, bad taste, or otherwise objectionable. Nioly shall not be liable whatsoever relating to user’s posts or any content. If you don’t like certain content, please don’t view it.
With regard to any and all user posts you submit, you grant Nioly a worldwide, irrevocable, perpetual, unlimited and no royalty/no fee license to use for any purpose whatsoever. Nioly may use, store, display, host, reproduce, distribute, republish, broadcast, modify, prepare derivative works of, reformat, translate, and otherwise exploit any and all portion of your user posts on the Services and in connection with any of Nioly’s enterprises.
5. DMCA – Digital Millenium Copyright Act
If you believe that any content on the Services violates your copyright, please advise us immediately as provided below by identifying with specificity the copyrighted work alleged to have been infringed, the material that you believes infringes the copyright; contact information so we may contact you should we need additional information (e.g. name, e-mail, mailing address, phone number). Your notice must also state that it is being submitted truthfully and in good faith and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly being infringed. If you submit a false claim and/or in bad faith you may be subject to penalties and damages. Written notice of claimed infringement must be submitted to the following Designated Agent: Attention: Legal Department, Nioly, LLC. Email: email@example.com
With the subject heading “Infringement Notice”. If you fail to comply with all of the requirements of this Section, your DMCA notice may considered invalid.
6. Third Party Services.
7. Fee based products and services; data/wireless charges, third party restrictions
The provider of data (e.g., network operator, wireless carrier, etc.) for your Device may charge you data access fees in connection with your use including but not limited to data and messaging fees. You hereby assume responsibility to pay any and all such fees. Nioly is not responsible for any such fees. You also understand that certain Nioly apps/services may be restricted or not allowed by your wires carrier/provider and not all Nioly Apps and other services may work with all wireless providers, carriers, platforms, or electronic Devices.
8. Notifications & Messages.
Nioly may communicate with you via text messages, alerts, e-mails, and other messages relating to services including but not limited to updates, events, offers, promotions and products. Notably, after you download the app you will be asked if you want to accept or deny push notifications and/or alerts. You can accept, deny and change same in settings. If you wish to unsubscribe from e-mails or texts, just follow the instructions in the message or e-mail us.
The App may make available certain content, promotions, opportunities, and events, based on your location. To make these opportunities available to you, the App will determine your location using one or more reference points, such as GPS, Bluetooth and/or software within your mobile device. If you have set your mobile device to disable GPS, Bluetooth or other location determining software or do not authorize the App to access your location data, you will not be able to access streaming video or other products, content and/or services.
9. Advertisements & Promotions.
You may choose to communicate with our advertisers, or promotion partners (collectively, “Advertisers”) found on or through the Services or via a hyperlinked website, service or platform. All such communications is solely between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these communications and any ensuing transactions. Promotions and contests, which may be offered from time time, will be subject to their own terms and conditions, which will be provided to you. If any User or platform offers a promotion or contest, including using any of the analytics, it will full indemnify and hold harmless Nioly for any claims relating to such promotion or contest.
This Agreement, and any rights, obligations, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by Nioly without limitations or notice to you.
You agree to fully and unconditionally indemnify, defend and hold Nioly, its affiliates, and parent company, and their respective successors and assigns, directors, officers, employees, principals, representatives, agents, licensors, Advertisers, partners, suppliers and service providers harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees), arising in any way out of or in connection with (a) your breach or violation this Agreement or any applicable law, (b) any third party claims regarding your use of the Services, including analytics services, and/or (b) your user posts. Nioly reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to fully cooperate with us upon our request.
12. Disclaimer; Limitations of Liability.***
THE SERVICES, AND ALL CONTENT, SERVICES, PRODUCTS, AND USER POSTS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES WILL BE AVAILABLE FOR USE, OR THAT ANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATING TO THE SERVICES, AND ALL CONTENT, PRODUCTS, SERVICES AND USER POSTINGS ARE HEREBY DISCLAIMED.
NIOLY IS ALSO NOT RESPONSIBLE OR LIABLE FOR ANY, ERRORS OR OMISSIONS, DELAYS, MALFUNCTION ARISING OUT OF YOUR USE OF THE SERVICES.
YOU ARE ASSUMING THE ENTIRE RISK AS TO THE ACCURACY, QUALITY, PERFORMANCE, TIMELINESS, GENUINENESS, SECURITY STATUS OF ANY AND ALL FEATURES AND FUNCTIONS OF THE SERVICES, INCLUDING USER POSTINGS AND CONTENT ASSOCIATED WITH YOUR USE OF THE SERVICES. FURTHER, WITHOUT LIMITING THE FOREGOING, NIOLY, ITS AFFILIATES, PARENT COMPANY, SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, PRINCIPALS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, PARTNERS, SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS MAKE NO REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE SERVICES, AND HEREBY BOTH DISCLAIM AND WAIVE, ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, MADE IN CONNECTION WITH ANY PRODUCT OR SERVICES MATERIALS, FREQUENTLY ASKED QUESTIONS DOCUMENTS, ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU IN CONNECTION WITH THE SERVICES, INCLUDING CORRESPONDENCE WITH COMPANY OR ITS AGENTS OR OTHERWISE.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NIOLY, ITS AFFILIATES, PARENT COMPANY, SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, PARTNERS, SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SERVICES OR FROM THIS AGREEMENT, INCLUDING COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, INDIRECT, INJUNCTIVE, SPECIAL, PUNITIVE DAMAGES, OR LEGAL FEES. SOME MESSAGES, CONTENT AND COMMUNICATIONS, INCLUDING USER POSTS, MAY NOT BE PROCESSED IN A TIMELY FASHION OR AT ALL, AND SOME FEATURES OR FUNCTIONS MAY BE LIMITED, DELAYED OR NOT FUNCTION. YOU AGREE THAT NIOLY ASSUMES NO LIABILITY, RESPONSIBILITY OR OBLIGATION WHATSOEVER TO TRANSMIT, PROCESS, SAVE, RECEIVE OR DELIVER ANY USER POSTS OR TRANSACTIONS OR FOR ANY FAILURE OR DELAY ASSOCIATED WITH ANY USER POSTS.
NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT YOU MAY NOT PURSUE AND/OR RECOVER FROM NIOLY, ITS AFFILIATES, PARENT COMPANY, SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, PARTNERS, SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS IN EXCESS OF $100 PER CLAIM OR A TOTAL OF $300 FOR ALL CLAIMS.
13. Customer Service & Support
Customer support, technical issues, comments and questions may be e-mailed to firstname.lastname@example.org with the subject heading “customer support”, “Technical issues” and/or “comments/questions”
14. Jurisdiction, governing law, misc.
This Agreement and your use of the Services is governed by the laws of the state of New York. You agree that any dispute which the parties cannot resolve between them shall be submitted exclusively to the jurisdiction and venue of the State and Federal courts situated in the State of New York, County of New York. You will not object to such jurisdiction or venue for any reason including but limited to forum non conveniens, lack of personal jurisdiction or otherwise.IN ANY LEGAL ACTION, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY. IN ANY LEGAL ACTION, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT TO PURSUE A CLAIM ON A CLASS ACTION BASIS INCLUDING BUT NOT LIMITED TO COMMENCING AND/OR JOINING A CLASS ACTION.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and this Agreement shall be deemed amended to the extent necessary to make it legal, valid and enforceable.
No action arising out of this Agreement or your use of the Services may be brought by you more than one (1) year after the cause of action has arisen.
The failure of Niolyto exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right, claim or provision.
Nioly makes no representation or warranty whatsoever that the Services or Content contained on or made available in connection therewith is legal, appropriate or operational for use outside the U.S. Anyone who chooses to access the Services from outside the U.S. does so at his/her own risk and is responsible for compliance with any and all applicable local laws, rules and regulation. No software made available in connection with the Services may be downloaded, exported or re-exported into any countries that are subject to U.S. limitations and/or restrictions.
Nioly reserves the unconditional right to terminate or deny use, access, and registration privileges to any user of the Services at any time, for any or no reason whatsoever, with or without prior notice, and without obligation to you or any third party whatsoever. You agree that Nioly may access and disclose any of your account and registration information if required to do so by law or if based on a bona fide belief that such disclosure or access is necessary to comply with a subpoena, court order, the legal process, enforce the Agreement, respond to claims that any content or information violates the rights to any third party, respond to customer service inquiries, or otherwise protect the security, safety, rights, or property of Nioly, its users or third parties.
If there is any conflict between this Agreement and any additional terms, the additional terms shall govern. To the extent that there is a conflict between this Agreement and the specific Rules for the activity in which you choose to participate, the Rules shall govern. To the extent that there is a conflict among this Agreement, the Additional Terms and/or the Rules, the following order of precedence shall apply: first, the Rules, second, the additional terms, and third, the Agreement.
This Agreement was last modified on the date indicated above and is effective immediately.COPYRIGHT NOTICECopyright © 2023 NIOLY, LLCTRADEMARK NOTICE
*** The trademarks, logos, service marks, and trade names (the “Trademarks”) appearing on or in connection with the Services are registered and unregistered Trademarks of Nioly, its affiliates and others and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. ***
*** For further clarity, nothing contained on or in connection with the services should be construed as granting whatsoever, by estoppel, implication, or otherwise, any license, permission or right to use any Trademark displayed on or in connection with the Services without the written permission of Nioly or the third party that may own the subject Trademark. ***