Terms And Conditions

(Last updated on 23rd October 2023)

NbliK is an all-in-one, white-labeled community platform for creators and brands, enabling them to create engaging discussions, live streams, chat, events, and memberships all in one place under their own brand. NbliK is an online community platform for creators that helps them bring their discussions, memberships, and content to their audience and community, under the creator’s own brand.

These Terms of Service (these “Terms”) are a binding contract between you and NbliK Inc. (“we”, “us”, “our”, “Company”, or “NbliK”). The Terms apply to your access to, and your use of our website at https://www.nblik.com/ (our “Website”), our web and applications (our “App”) and our other online products or services that link to these Terms (collectively, the “Services”) through our Website or App.

By accessing or using our Services, you signify and agree that you have read, understood, and agree or consent to be bound by these Terms. If you do not agree with or consent to being bound any of the Terms, you are not authorized to use our Services. You also acknowledge that you have read and understood how your personal information will be collected, used, and shared, as set forth in our Privacy Policy.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT IN THE SECTION TITLED “DISPUTE RESOLUTION; BINDING ARBITRATION” AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN THE SECTION TITLED “CLASS ACTION/JURY TRIAL WAIVER” THAT REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS IN THE AFOREMENTIONED SECTIONS OR UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS PROVIDED THEREIN, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTIONS OR PROCEEDINGS. As provided in greater detail in these Terms (and without limiting the express language of these Terms), you acknowledge the following:

• each component of our Services is licensed, not sold, to you, and you may use the Services only as set forth in these Terms;
• the use of the Services may be subject to separate third-party terms of service and fees, including, without limitation, terms of service and fees from your mobile network operator, including fees charged for data usage and overage, which are solely your responsibility;
• you consent to the collection, use, and disclosure of your personally identifiable information in accordance with our Privacy Policy;
• the Services are provided “as is” without warranties of any kind and our liability to you is limited;
• disputes arising under these Terms will be resolved by binding arbitration, as described below; and
• if you are using our App on an iOS-based device, you agree to and acknowledge the “Notice Regarding Apple” below.

1. API Terms

Customers may access their Service data via the Application Program Interface (“API”). Any use of the API, including use of the API through a third-party product that accesses the Service, is bound by the Terms plus the following specific terms:

• You may not sell, rent, lease, sublicense, redistribute, or syndicate access to our API.
• You may not and you may not permit any third party to: (i) access our API or documentation in violation of any law or regulation; (ii) access our API in any manner that comprises, breaks, or circumvents any of our technical processes or security measures associated with the Services or in a way that poses a security vulnerability to customers or users of the Services; (iii) access our API or documentation in order to replicate or compete with the Services; (iv) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our API or Services; or (v) attempt to use our API in a manner that exceeds rate limits or constitutes excessive or abusive usage.
• You expressly understand and agree that the Company shall not be liable for any damages or losses resulting from your use of the API or third-party products that access data via the API.

If we believe that there is a violation of the Terms that can simply be remedied by your modification or update of your usage, we will, in most cases ask you to take direct action rather than intervene. In some instances, we may directly step in and take what we determine to be appropriate action if you are not responsive, or if we believe there is a credible risk of harm to us, the Services, our customers, users, or any third parties.

2. Notice Regarding Apple

You acknowledge that these Terms are between you and NbliK only, not with Apple, and Apple is not responsible for any App or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to any App. In the event of any failure of any App to conform to any applicable warranty, then you may notify Apple and request that Apple refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to any App. Apple is not responsible for addressing any claims by you or any third party relating to any App or your possession and/or use of any App, including, but not limited to: (i) product liability claims; (ii) any claim that any App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

Apple is not responsible for the investigation, defense, settlement, and discharge of any third party claim that any App or your possession and use of any App infringes that third party’s intellectual property rights. You will comply with any applicable third-party terms, when using any App. Apple, and Apple’s subsidiaries, are third-party beneficiaries of this section of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this section of these Terms against you as a third-party beneficiary of these Terms.

You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. If NbliK provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail.

3. Third-Party Software

The software you download in connection with any App consists of a package of components, including certain third-party software provided under separate license terms. Your use of the third-party software in conjunction with the App in a manner consistent with the terms of these Terms is permitted, however, you may have broader rights under the applicable third-party terms and nothing in these Terms is intended to impose further restrictions on your use of the third-party software.

4. Target Audience

The Services are not targeted toward, marketed to, or intended for use by anyone under the age of 18. We encourage parents to supervise their children’s digital activities and to consider using parental control tools available from online services and software manufacturers that help provide a child-friendly online environment. These tools can also keep children from disclosing their name, address and other personal information without parental consent online.

If you are using the Services on behalf of any person, you represent and warrant that you are authorized to accept these Terms on such person’s behalf and that such person agrees to be responsible to us if you or such person violates these Terms.

5. Accounts and Account Security

• Eligibility: You must be at least 18 years of age to use our Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from our Services; and (c) your registration and your use of the Services complies with all applicable laws and regulations. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity, organization, or company to these Terms and that you agree on behalf of that entity, organization, or company to be bound by these Terms.
• Registration: Anyone who is otherwise eligible to use the Services in accordance with these Terms may browse the public-facing pages of the Services. But to use most features of the Services, you must create an account (“Account”). Each Organization will designate an administrator for that Organization’s Account (the “Administrator”). Each Administrator may authorize other individuals from the same Organization to create an Account associated with that Organization (those authorized individuals, “Authorized Users”). Organizations, Administrators, and Authorized Users are, collectively, “Registered Users” and Registered Users and non-Registered Users are, collectively, “Users.”
• Account Security: Your Account is personal to you, and you may not share your Account information with, or allow access to your Account by, any third party. As you will be responsible for all activity that occurs under your access credentials, you will use reasonable efforts to prevent unauthorized access to or use of the Services and to preserve the confidentiality of your username or email address and password, and any device that you use to access the Services. You are solely responsible for maintaining the confidentiality of your password. Note, if you write into customer support requesting assistance, we are able to reset or set specific passwords for you. However, after you are able to login successfully, we encourage you to change your password. If you have any reason to believe that your account credentials have been compromised or that your Account has been accessed by a third party, you will immediately notify NbliK via e-mail at contact@nblik.com . Please note that NbliK is able to mask into your account to see your account’s perspective for customer support and moderation purposes. You will be solely responsible for the losses incurred by NbliK and others due to any unauthorized use of your Account.

6. Restrictions, Ownership, and License

The materials provided, contained in or made available for use in connection with the Services (collectively, the “Materials”) are protected by law, including, but not limited to United States (U.S.) and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. The Services are controlled and operated by NbliK from its offices within the U.S. NbliK makes no representation that any of the Services or Materials are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose and access any of the Services from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

All rights, title and interest (including all copyrights, trademarks and other intellectual property rights) in the Services and the Materials belong to NbliK or the licensor of the material. Further, all names, designs, graphics, data, images, pictures, logos and icons on the Services and the Materials are proprietary information or proprietary marks of NbliK or the licensor of the material. The compilation of all content, including the look and feel of the Services, is the exclusive property of NbliK and is protected by U.S. copyright law, as applicable. Except as may be expressly provided herein, nothing contained in these Terms or elsewhere shall be construed as NbliK conferring any license or right, by implication, estoppels or otherwise, under copyright, trademark or other intellectual property rights, to the Services or any of the Materials to you.

You are hereby granted a personal, non-exclusive, non-transferable, limited license to use the Services in accordance with these Terms. You are not allowed to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information obtained directly from the Services (including the Materials). Further, you may not reproduce any part of the Services (including the Materials) and any such violation with respect to the Services will terminate the license(s) granted herein.

You also may not, without the permission of NbliK, “mirror” any of the Materials on any other server. Any unauthorized use of any of the Materials may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes, and subject you to civil and criminal prosecution.

All submissions, suggestions, ideas, and other feedback regarding the Services (the “Submission”), except your personal information, communicated to NbliK including through the Services, is and shall become the sole and exclusive property of NbliK. NbliK is not required to treat any Submissions as confidential, and will not incur any liability as a result of any similarities that may appear in future NbliK endeavors. NbliK will have exclusive ownership of all present and future existing rights, including all commercial rights, to the Submission of every kind and nature in perpetuity throughout the universe, without acknowledgment or compensation to you. You acknowledge that you are responsible for whatever material you submit, and that you, not NbliK, have full responsibility for the Submission, including its legality, reliability, appropriateness, novelty, and copyright.

NbliK has the right but not the obligation to monitor and edit or remove any activity or content. NbliK takes no responsibility and assumes no liability for any content posted by you or any third party.

The trademarks, service marks, and logos, including but not limited to NbliK’s name, logo, and all related names, logos, and service names, service marks, designs, and slogans (the “Trademarks”) used and displayed on the Services (including the Materials) are registered and unregistered Trademarks of NbliK or others. Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Services (including the Materials), without the written permission of the Trademark owner. NbliK’s Trademarks may not be used in any way, including in advertising or publicity pertaining to distribution of materials on the Services, without prior, written permission of NbliK. NbliK prohibits use of the NbliK and/or NbliK’s logo as a “hot” link to any website unless NbliK first approves the establishment of such a link writing.

7. User Conduct

As a specific condition of your use of any of the Services, you explicitly agree not to, and not to permit any third party to: (a) use any of the Services for any purpose that is unlawful or prohibited by these Terms; (b) intentionally submit or transmit inaccurate information through the Services; (c) impersonate or pretend to be anyone else while using the Services; (d) use the Services in any way that could damage, disable, overburden, or impair any of the Services, or interfere with anyone else’s use of any of the Services; (e) attempt to gain unauthorized access to NbliK computer systems or networks connected to NbliK, through hacking, password mining or any other means; (f) attempt to reverse engineer any portion of any of the Services or attempt to infringe the intellectual property rights of others in any way; (g) obtain or attempt to obtain any materials or information through any means not intentionally made available through any of the Services; (h) attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access; (i) introduce any malicious or technologically harmful material into our Services; (j) develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services; and (k) use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

8. Third-Party Content

The Services may contain links to or from third-party websites. NbliK has no control over the content or privacy policies of third-party websites that you may link to from the Services or their advertisers. If you visit a linked website, be aware that the third party operating any such website may have access to any information you submit via that website. NbliK is not responsible for any third party’s failure to establish or abide by its or our Privacy Policy. Check the privacy policy for each website that you visit prior to submitting any personal information. Links to third-party websites do not imply endorsement of the websites by NbliK.

9. User Content

• Companies — Your Content : If you are using the Services on behalf of a company, you may be able to upload, post, or otherwise submit (“Submit”) content. NbliK claims no ownership of your company content. You or your third-party licensor, as applicable, retain all copyright, patent, and trademark rights to any company content that you post on or through the Services.
• Messages : The Services may allow Users to send messages (“Messages”) to other Users. NbliK may terminate the ability of any User to send Messages at any time and for any reason, without notice or liability to that User. If a Registered User sends you an objectionable Message, please notify us by sending an e-mail to contact@nblik.com . You agree that NbliK may monitor Messages for compliance with these Terms, and therefore, Messages are not confidential or proprietary and you understand that any information sent using Messages has been disclosed beyond the parties to the Messages.
• Content Generally : All forms of content that Users share with one another or with NbliK through our Services are collectively referred to as “User Content.”
• Limited License Grant to NbliK : You grant, and you represent and warrant that you have all rights necessary to grant, to NbliK a worldwide, non-exclusive, sublicensable, royalty-free, transferable, limited license to use, modify, host, store, remove, publish, perform, reproduce, transmit, or display User Content that you Submit to the Services in order to facilitate the display and use of Your Content in accordance with the applicable settings specified in your Account and the features of the Services you elect to utilize. NbliK may use the content in an aggregated manner or for analytics purposes, but not in the manner that specifically identifies you. NbliK will not intentionally display your content in a manner inconsistent with the applicable sharing settings in your Account or in a manner inconsistent with the published features of the applicable portions of the Services you utilize unless you tell us to.
• Limited License Grant to Other Users : By posting or sharing User Content with other Users of the Services, you grant those Users a non-exclusive license to share that User Content with their employees, agents, representatives, and advisors, and to access and use that User Content as permitted by these Terms and the functionality of the Services.
• Content Disclaimer : You understand that by using the Services, you may encounter data, information, applications, materials, and other content from third parties, including User Content from other Users (collectively, “Third-Party Materials”), and data, information, applications, materials and other content from NbliK, that may contain errors, be offensive, indecent, or objectionable. You use the Services, and rely upon any Materials or Services, at your sole risk. NbliK will not have any liability to you for any Materials may be found to be offensive, indecent, or that are inaccurate, incomplete, untimely, invalid, illegal, indecent, of poor quality, or otherwise objectionable. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. NbliK may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable.
• Creator Terms and Conditions : The Services may enable creators and brands who are forming communities through the Services to present their own terms and conditions and privacy notices to Users participating in their communities. By participating in any such community or by accepting the creator’s terms and conditions and privacy notice online, you thereby signify that you have read and agree to such terms and conditions and privacy notice. Such terms and conditions and privacy notices must not conflict with any terms and conditions of these Terms or our Privacy Policy. Your use of the Services in connection with such communities shall be subject to such creator terms and conditions and privacy notice in addition to these Terms and our Privacy Policy. Any creator User presenting terms and conditions and privacy notices is solely responsible for the content therein and whether or not it is enforceable on the User community members, and we hereby disclaim all responsibility and liability in connection therewith, and creator content and activities on the Services shall be treated as Third-Party Materials, third-party content and third-party services under these Terms.

10. Revision Date, Modifications; Suspensions and Terminations

These Terms are effective and were last updated as of the revision date at the beginning of these Terms. At any time, NbliK may revise these Terms at our sole discretion. If we make changes, we will post the revised Terms, and update the revision date above. We may, but are not required to, notify you by sending an email notification to the address associated with your Account or providing notice through our Services. Revisions are effective and binding when posted on the Services. Any continued use of any of the Services following any revision means you agree to the revisions. NbliK expressly reserves the right to terminate or discontinue any of the Services at any time and for any reason, with or without notice to you.

11. DMCA Notice

We respect content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:

• An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
• Identification of the copyrighted work that you claim has been infringed;
• Identification of the material that is claimed to be infringing and where it is located on our Service;
• Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and, e-mail address;
• 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 law; and
• A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to our DMCA Agent using the following contact information:

NbliK Inc.

Wilmington, Delaware
2810 N Church St
19802-4447

Email: contact@nblik.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that the preceding requirements do not constitute legal advice. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to our Service and/or terminate our Service Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

12. Disclaimers

THE SERVICES, MATERIALS, AND ALL CONTENT THEREIN ARE PROVIDED ON AN “AS AVAILABLE” AND “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT REPRESENT OR WARRANT THAT: (A) THE SERVICES AND MATERIALS ARE FREE OF ERRORS; (B) DEFECTS WILL BE CORRECTED; (C) THE SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) INFORMATION COMMUNICATED THROUGH THE SERVICES ARE ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO, RELIANCE ON, AND USE OF THE SERVICES OR ANY CONTENT THEREIN IS AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR DATA. WITHOUT LIMITING THE FOREGOING, WE MAKES NO REPRESENTATION OR WARRANTY AS TO THE QUALITY, RELIABILITY, COMPLETENESS, ACCURACY, TIMELINESS, AVAILABILITY, SECURITY OR FUNCTIONALITY OF THE SERVICES OR ANY CONTENT THEREON. WE WILL NOT BE LIABLE FOR ANY HARM TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR LOSS OF DATA, THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT, OR FOR THE DELETION OF, OR THE FAILURE TO STORE. NBLIK MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. THE SERVICES MAY NOT BE CONTINUOUSLY AVAILABLE DUE TO MAINTENANCE OR REPAIRS OR DUE TO COMPUTER PROBLEMS OR CRASHES, DISRUPTION IN INTERNET SERVICE OR OTHER UNFORESEEN CIRCUMSTANCES. THE SERVICES AND ASSOCIATED CONTENT ARE INTENDED FOR USE AND DISPLAY ONLY WHERE ITS USE AND DISPLAY ARE PERMISSIBLE IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS.

NBLIK DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS ON OR FROM ANY OF THE SERVICES AND CONTENT THEREIN, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD-PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE SITES OR MATERIALS PROVIDED, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS CONTAINED THEREIN, (C) THE UNAVAILABILITY OF ANY OF THE SERVICES OR ANY PORTION THEREOF, (D) YOUR USE OF ANY OF THE SERVICES, OR (E) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH ANY OF THE SERVICES.

ANY DEALINGS WITH ANY THIRD PARTIES (INCLUDING ADVERTISERS AND/OR SPONSORS) APPEARING ON THE SITES OR MATERIALS PROVIDED OR MADE AVAILABLE IN CONNECTION WITH PARTICIPATION IN ANY OFFERINGS AND ANY OTHER TERMS, CONDITIONS, WARRANTIES OR REPRESENTATIONS ASSOCIATED WITH SUCH ACTIVITIES ARE SOLELY BETWEEN YOU AND SUCH ADVERTISER OR OTHER THIRD PARTIES. WE ARE NOT RESPONSIBLE FOR EXAMINING OR EVALUATING, AND WE DO NOT WARRANT THE OFFERINGS OF, ANY OF THESE BUSINESSES OR INDIVIDUALS OR THE CONTENT OF THEIR WEBSITES. NBLIK DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR THE ACTIONS AND CONTENT OF ALL THESE AND ANY OTHER THIRD PARTIES. YOU SHOULD CAREFULLY REVIEW THEIR PRIVACY STATEMENTS OR POLICIES AND OTHER TERMS OR CONDITIONS OF USE OR SERVICE. NBLIK IS NOT RESPONSIBLE OR LIABLE TO ANY PARTY WHO PARTICIPATES IN ANY SUCH DEALINGS.

WE ATTEMPT TO DISPLAY THE MATERIALS AND INFORMATION YOU VIEW ON THE SERVICES AS ACCURATELY AS POSSIBLE. BUT WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS AND INFORMATION.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

13. Limitation of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, MEMBERS, SHAREHOLDERS, AGENTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR RELATED TO THE SERVICES. OUR TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF FORSEEABLE, WILL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT YOU SPENT ON YOUR BUSINESS DEALINGS WITH US DURING THE MOST RECENT TWELVE-MONTH PERIOD, OR (II) IF YOU HAVE NOT PAID US, THE AMOUNT OF $100. THESE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF YOUR ACCOUNT. CERTAIN APPLICABLE LAWS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

14. Disputes with Third Parties

NBLIK IS NOT AFFILIATED WITH ANY NON-EMPLOYEE WORKER, BUYER, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY NON-EMPLOYEE WORKER, BUYER, THIRD-PARTY SERVICE, OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND THAT THIRD PARTY, AND YOU IRREVOCABLY RELEASE NBLIK FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THOSE DISPUTES. YOU WILL TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS, PARTICULARLY IF YOU MEET OFFLINE OR IN PERSON. YOU ASSUME ALL RISK WHEN ENGAGING THE SERVICES OF ANY OTHER USER AND IN CONNECTION WITH USING THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY RISKS ASSOCIATED WITH SHARING CONFIDENTIAL INFORMATION WITH ANY OTHER USER. SHOULD YOU PERFORM WORK AS AN INDEPENDENT CONTRACTOR FACILITATED BY NBLIK FOR A THIRD PARTY, YOU ACKNOWLEDGE THAT THE THIRD PARTY FOR WHOM YOU PERFORM SUCH WORK IS THE PARTY ULTIMATELY RESPONSIBLE FOR PAYING YOU FOR THAT WORK. SHOULD NBLIK NOT RECEIVE PAYMENT FROM THE THIRD PARTY, NBLIK RESERVES THE RIGHT TO REQUIRE YOU TO SEEK ANY REIMBURSEMENT FOR YOUR WORK DIRECTLY FROM THE THIRD PARTY. IN SUCH INSTANCE, YOU AGREE TO HOLD NBLIK HARMLESS AND RELEASE NBLIK FROM ANY ASSOCIATED CLAIMS.

15. Dispute Resolution; Binding Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Section (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Services, including receipt of any advertising, marketing, or other communications from us; (c) any transactions through, by, or using the Services; or (d) any other aspect of your relationship or transactions with us, directly or indirectly, as a user or consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.

If you are a new user, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at contact@nblik.com with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at contact@nblik.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim through binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, the Arbitration Agreement shall control. The arbitration will be conducted in the U.S. county where you live or Kings County, New York, unless you and we agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and we agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, or any provision of these Terms, is unconscionable or illusory or any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

NOTHING IN THIS SECTION WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

16. Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND NBLIK AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND NBLIK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

17. Governing Law and Venue

These Terms, your access to and use of the Services, and any claim or dispute you may bring against NbliK, its affiliates, subsidiaries, parent companies, members, shareholders, agents and assigns, shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of New York and the United States, respectively, sitting in the State of New York, and Kings County.

18. Termination

Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Services at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.

19. Severability

If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

20. Assignment

If NbliK sells its assets to or is acquired by another company, or if it merges with another company, you, by using the Services, authorize NbliK to assign the information you provided to NbliK or that NbliK collected while you used the Services in connection with such sale or merger.

21. Consent to Electronic Communication

By using the Services, you consent to receiving electronic communications from us regarding your Account, or for operational and informational purposes. You also agree that by using the Services, you affirmatively consent to NbliK using electronic records or your digital signature to satisfy any statute, regulation, or rule of law requiring that such information be provided in writing and that you have not withdrawn such consent.

22. General

These Terms constitute the entire agreement between you and NbliK relating to your access to and use of the Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of NbliK. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and NbliK’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

If you have any questions, comments or concerns about the Terms, you may contact us using the information provided below:

NbliK Inc.
Wilmington, Delaware
2810 N Church St
19802-4447