Nomly Terms of Service
Last updated July 11, 2016.
THIS FOLLOWING USER AGREEMENT DESCRIBES THE TERMS AND CONDITIONS ON WHICH NOMLY, INC. OFFERS YOU ACCESS TO THE NOMLY PLATFORM.
These terms of service constitute a legally binding agreement (the "Agreement") between you ("you," or "your") and Nomly, Inc. ("Nomly," "we," "us" or "our"), a Delaware corporation, governing your use of the Nomly application, website, and technology platform (collectively, the "Nomly Platform").
The Nomly Platform provides a marketplace where persons who seek assistance finding places to go out ("Requesters") can be matched to persons who can assist them ("Providers"). Requesters and Providers are collectively referred to herein as "Users" and each User may create a User account that enables such User to access the Nomly Platform.
NOMLY DOES NOT PROVIDE ADVICE OR GUIDANCE TO USERS SEEKING ASSISTANCE THROUGH THE NOMLY PLATFORM. IT IS UP TO THE PROVIDER TO DECIDE WHETHER OR NOT TO OFFER ASSISTANCE TO A REQUESTER CONTACTED THROUGH THE NOMLY PLATFORM, AND IT IS UP TO THE REQUESTER TO DECIDE WHETHER OR NOT TO REQUEST ASSISTANCE FROM ANY PROVIDER BY SUBMITTING A REQUEST THROUGH THE NOMLY PLATFORM. ANY DECISION BY A USER TO OFFER OR ACCEPT SERVICES ONCE SUCH USER IS MATCHED THROUGH THE NOMLY PLATFORM IS A DECISION MADE IN SUCH USER'S SOLE DISCRETION. EACH MATCH AND CORRESPONDING CONVERSATION BETWEEN A PROVIDER AND REQUESTER SHALL CONSTITUTE A SEPARATE AGREEMENT BETWEEN SUCH PERSONS.
By creating your User account and using the Nomly Platform, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE NOMLY PLATFORM OR THE SERVICES. 1. Modification to the Agreement
We reserve the right to modify the terms and conditions of this Agreement at any time, effective upon posting the amended terms on this site. If we make changes, we will notify you by, at a minimum, revising the "Last Updated" date at the top of this Agreement. You are responsible for regularly reviewing this Agreement. Continued use of the Nomly Platform or Services after any such changes shall constitute your consent to such changes. If you do not agree to any such changes you may not use or access the Nomly Platform or the Services. 2. Eligibility
The Nomly Platform is available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Nomly Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. 3. Your Information
You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete.
You warrant and represent to us that you are the sole author of your Information. To enable the Nomly Platform to use your Information, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Nomly does not assert any ownership over your Information; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.
You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password provided by you or Nomly for accessing the Nomly Platform. You are solely and fully responsible for all activities that occur under your User account, and Nomly expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately. 4. Restricted Activities
With respect to your use of the Nomly Platform and your participation in the Services, you agree that you will not:
a. impersonate any person or entity;
b. stalk, threaten, or otherwise harass any person;
c. violate any law, statute, ordinance, or regulation;
d. interfere with or disrupt the Services or the Nomly Platform or the servers or networks connected to the Nomly Platform;
e. post Information or interact on the Nomly Platform or Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;
f. use the Nomly Platform in any way that infringes any third party's rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
g. post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
h. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Nomly Platform;
i. "frame" or "mirror" any part of the Nomly Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; or
j. modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Nomly Platform or any software used on or for the Nomly Platform;
k. rent, lease, lend, sell, redistribute, license or sublicense the Nomly Platform or access to any portion of the Nomly Platform;
l. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Nomly Platform or its contents;
m. create liability for us or cause us to become subject to regulation as a transportation carrier or provider of taxi service;
n. transfer or sell your User account, password and/or identification to any other party; or
o. cause any third party to engage in the restricted activities above.
We reserve the right, but we have no obligation, to suspend or deactivate your User account if you do not comply with these prohibitions. 5. Provider Representations and Warranties
a. By providing Services as a Provider on the Nomly Platform, you represent, warrant, and agree that:
b. You will be solely responsible for any and all liability that results from or is alleged as a result of your provision of Services.
c. You will comply with all applicable laws, rules and regulations while providing Services, and you will be solely responsible for any violations of such provisions.
d. You will not make any misrepresentation regarding Nomly, the Nomly Platform, the Services or your status as a Provider, or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.
e. You will not attempt to defraud Nomly or Requesters in connection with your provision of Services.
f. You will not discriminate or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation. 6. Proprietary Rights and Trademark License
All intellectual property rights in the Nomly Platform shall be owned by us absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Nomly Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information ("Submissions") provided by you to us are non-confidential and shall become the sole property of Nomly. Nomly shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
NOMLY, the primary Nomly Logo and other Nomly logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Nomly in the United States and/or other countries (collectively, the "Nomly Marks"). If you provide Services as a Provider, Nomly grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Nomly Marks solely in connection with providing Services through the Nomly Platform ("License"). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license, or sublicense with respect to any of the rights granted hereunder without Nomly's prior written permission, which it may withhold in its sole discretion. The Nomly Marks may not be used in any manner that is likely to cause confusion.
You acknowledge that Nomly is the owner and licensor of the Nomly Marks, and that your use of the Nomly Marks will confer no additional interest in or ownership of the Nomly Marks in you but rather inures to the benefit of Nomly. You agree to use the Nomly Marks strictly in accordance with Nomly Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Nomly determines to nonconforming or otherwise unacceptable.
You agree that you will not:
1. create any materials that incorporate the Nomly Marks or any derivatives of the Nomly Marks other than as expressly approved by Nomly in writing;
2. use the Nomly Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Nomly Marks other than in accordance with the terms, conditions and restrictions herein;
3. take any other action that would jeopardize or impair Nomly's rights as owner of the Nomly Marks or the legality and/or enforceability of the Nomly Marks, including, without limitation, challenging or opposing Nomly's ownership in the Nomly Marks;
4. apply for trademark registration or renewal of trademark registration of any of the Nomly Marks, any derivative of the Nomly Marks, any combination of the Nomly Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Nomly Marks;
5. use the Nomly Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
Violation of any provision of this License may result in immediate termination of the License, in Nomly's sole discretion. If you create any materials bearing the Nomly Marks (in violation of this Agreement or otherwise), you agree that upon their creation Nomly exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the Nomly Marks or derivative works based on the Nomly Marks. You further agree to assign any interest or right you may have in such materials to Nomly, and to provide information and execute any documents as reasonably requested by Nomly to enable Nomly to formalize such assignment. 8. Copyright Complaints and Copyright Agent
Nomly respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Services infringe upon your copyrights, please send the following information to firstname.lastname@example.org:
1. a description of the copyrighted work that you claim has been infringed, including specific location on the Nomly Platform where the material you claim is infringed is located. Include enough information to allow Nomly to locate the material, and explain why you think an infringement has taken place;
2. a description of the location where the original or an authorized copy of the copyrighted work exists – for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
3. your address, telephone number, and e-mail address;
4. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
5. a statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
6. an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest. 9. Disclaimers
The following disclaimers are made on behalf of Nomly, our affiliates, and each of our respective officers, directors, employees, agents, shareholders and suppliers.
The Nomly Platform is provided on an "as is" basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Nomly Platform and/or the Services, including the ability to provide or receive Services at any given location or time.
We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
We do not warrant that your use of the Nomly Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Nomly Platform will be corrected, or that the Nomly Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Nomly Platform or Services.
We have no control over the quality of the recommendations or interactions that occur as a result of the Services. We cannot ensure that a Provider or Requester will complete an arranged interaction.
We cannot guarantee that each User is who he or she claims to be. Please use common sense when using the Nomly Platform and Services. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Nomly Platform by persons under the age of 18 in violation of this Agreement.
Nomly is not responsible for the conduct, whether online or offline, of any User of the Nomly Platform or Services. You are solely responsible for your interactions with other Users. By using the Nomly Platform and participating in the Services, you agree to accept any risks and agree that Nomly is not responsible for the acts or omissions of Users on the Nomly Platform or participating in the Services.
It is possible for others to obtain information about you that you provide, publish or post to or through the Nomly Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Nomly Platform or through the Services. Please carefully select the type of information that you post on the Nomly Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or "hackers").
Opinions, advice, statements, offers, or other information or content made available through the Nomly Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted on the Nomly Platform or otherwise disseminated by third parties. We reserve the right, but we have no obligation, to monitor the materials posted in the public areas of the Nomly Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
The Nomly Platform contains (or you may be sent through the Nomly Platform) links to other web sites owned and operated by third parties ("Third Party Sites"), 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 Sites 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 Sites or Third Party Content accessed through the Nomly Platform.
Location data provided by the Nomly Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Nomly, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Nomly Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Nomly Platform may be accessible to Nomly and certain Users of the Nomly Platform.
This paragraph applies to any version of the Nomly Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Nomly. Apple, Inc. ("Apple") is not a party to this Agreement and shall have no obligations with respect to the Nomly Platform. Nomly, not Apple, is solely responsible for the Nomly Platform and the content thereof as set forth hereunder. However, Apple and Apple's subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. This Agreement incorporates by reference the Licensed Application End User License Agreement published by Apple at http://www.apple.com/legal/internet-services/itunes/appstore/dev/stdeula/
, for purposes of which, you are "the end-user." In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control. 10. Indemnity
You will defend, indemnify, and hold us and our affiliates and each of our respective officers, directors, employees, agents, shareholders and suppliers harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your use of the Nomly Platform and participation in the Services, including:
1. your breach of this Agreement or the documents it incorporates by reference;
2. your violation of any law or the rights of a third party, including, without limitation, Providers and Requesters, as a result of your own interaction with such third party;
3. any allegation that any materials that you submit to us or transmit through the Nomly Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party;
4. any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. 11. Limitation of Liability
IN NO EVENT WILL WE, OUR AFFILIATES, OR EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE NOMLY PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE NOMLY PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE WILL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL AND/OR CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT) ARISING OUT OF YOUR COMMUNICATING WITH OTHER USERS OF THE NOMLY PLATFORM OR SERVICES, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. 12. Release
In the event that you have a dispute with one or more Users, you agree to release Nomly (including our affiliates and each of our respective officers, directors, employees, agents, shareholders, and suppliers) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Users or to your use of the Nomly Platform or participation in the Services. Furthermore, you expressly waive any rights you may have under California Civil Code Section 1542 (or analogous laws of other states), which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor." We reserve the right, but have no obligation, to monitor disputes between you and other Users. 13. Term and Termination
This Agreement is effective upon your creation of a User account, as amended by any modifications made pursuant to Section 1. You may discontinue your use of the Nomly Platform or participation in the Services at any time, for any reason. We may suspend or deactivate your User account (either as a Requester and/or Provider), or revoke your permission to access the Nomly Platform, at any time, for any reason, upon notice to you. We reserve the right to refuse access to the Nomly Platform to any User for any reason not prohibited by law. Either party may terminate the Agreement for any reason upon written notice to the other party. Sections 1, 4 (with respect to the license), and 5-18 shall survive any termination or expiration of this Agreement. 14. Agreement to Arbitrate All Disputes and Legal Claims
You and We agree that any legal disputes or claims arising out of or related to the Agreement (including but not limited to the use of the Nomly Platform and/or the Services, or the interpretation, enforceability, revocability, or validity of the Agreement, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in the state in which the Agreement was performed. The arbitration shall be conducted by the American Arbitration Association under its Commercial Arbitration Rules (a copy of which can be obtained here
), or as otherwise mutually agreed by you and we. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be brought within the time required by applicable law. You and we agree that any claim, action or proceeding arising out of or related to the Agreement must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative, collective, or class proceeding.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND NOMLY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. 15. Confidentiality
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Nomly's business, operations and properties, including User information ("Confidential Information") disclosed to you by Nomly for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Nomly in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Nomly with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Nomly or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Nomly; becomes known to you, without restriction, from a source other than Nomly without breach of this Agreement by you and otherwise not in violation of Nomly's rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Nomly to enable Nomly to seek a protective order or otherwise prevent or restrict such disclosure. 16. No Agency
You and Nomly are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. 17. Notices, Complaints
Except as explicitly stated otherwise, any notices to Nomly shall be given by certified mail, postage prepaid and return receipt requested to:
PO Box 303518
Austin, TX 78703
Such notice shall be deemed given three days after the date of mailing. Any notices to you shall be provided to you through the Nomly Platform or given to you via the email address you explicitly provide to Nomly, and such notice shall be deemed given immediately upon sending. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address you explicitly provide to Nomly. In such case, notice shall be deemed given 3 days after the date of mailing.
To resolve a complaint regarding the Nomly Platform, you should first contact our Customer Service Department through our support center at http://nomly.zendesk.com/
. 18. General