We reserve the right at any time to:
Any changes we make will be effective immediately upon notice, which we may provide by any means including, without limitation, posting on the Site and/or e-mail. Your continued use of the Site after such notice will be deemed acceptance of such changes. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement. Upon our request, you agree to sign a non-electronic version of this Agreement.
- Change the terms and conditions of this Agreement;
- Change the Site, including terminating, eliminating, supplementing, modifying, adding to or discontinuing any content, promotion or data on or feature of the Site or the hours that the Site is available
The information and materials provided through the Site, including without limitation, any data, text, graphics, images, audio and video clips, logos, icons, software (the "Software") and/or links (collectively, the "Materials") are intended to educate and inform you about us and our business and entertain you. Unless otherwise specified on the Site, you may download Materials displayed on the Site and may use the downloaded Material solely for your own personal uses. You may print a single copy of any textual Material available for downloading on the Site, and may execute a single copy of any Software available for downloading on the Site. You must retain all copyright and other proprietary notices on downloaded and copied Materials, and any such downloads or copies are subject to the terms and conditions of this Agreement. The Materials remain the property of Company or its licensors or suppliers. Use or downloading of the Software and other Materials is conditioned on acceptance of the terms and conditions of any license agreements relating to such Software or other Materials, including agreements of third parties. By acquiring or using the Software or Materials, you agree to any such terms and conditions. You may not download, copy or use any of the Materials except as expressly authorized by this Agreement and, in any event, you may not distribute, modify, transmit or publicly display the Materials without the written consent of Company or, if so indicated in writing by Company, its licensors or suppliers. Although Company strives to provide Materials that are both useful and accurate, data and other information change frequently and are subject to varying interpretations. In addition, the facts and circumstances of every situation differ. Accordingly, although Company endeavors to use reasonable care in assembling the Materials, the Materials may not be up-to-date, accurate or complete. In addition, portions of the Materials may have been contributed to the Site by various industry specialists and service providers. The inclusion of such information does not indicate any approval or endorsement of such providers, and Company expressly disclaims any liability with respect to the foregoing.
2. Your Information / Usernames & Passwords.
In order to access certain areas of or participate in certain activities contained on the Site, we may require you to provide us with certain information about you (e.g., your name and e-mail address). Providing us with your personal information is your choice. Each time you decide to provide us with your personal information, you agree to: (a) provide accurate, current and complete information about yourself as prompted by a registration form (including your current e-mail address), and (b) maintain and update your information (including your e-mail address) to keep it accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we have the right to terminate this Agreement and your use of the Site (or any portion thereof) or your participation in any activity contained on the Site. In the future and in order to access certain areas of or participate in certain activities contained on the Site, we may require you to select a username and password. We may refuse to grant you a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, or for any other reason as determined by us in our sole discretion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your right to use or access to the Site or participate in any activities contained on the Site to any third person or party. If you have reason to believe that your username or password is no longer secure, you must: (i) promptly change your password by visiting the Site, and (ii) immediately notify us of the problem by emailing us at email@example.com. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES (INCLUDING PURCHASES, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE USE OF YOUR USERNAME AND PASSWORD.
3. Code of Conduct.
While using the Site, Materials and/or Software, you agree not to:
While using the Site, Materials and/or Software, you agree to comply with all applicable laws, rules and regulations.
- Restrict or inhibit any other user from using the Site, the Materials or Software, including without limitation, by means of "hacking" or defacing any portion of the Site;
- Use the Site, Materials or Software for any unlawful purpose or in any manner not intended by Nicalis as contemplated herein and on the Site;
- While using the Site, engage in rude, unlawful, harassing, vulgar, obscene, hateful, threatening, abusive or otherwise objectionable behavior;
- Institute an attack upon and server used in connection with the Site or any portion thereof or otherwise attempt to disrupts such servers;
- Express or imply that any statements you make are endorsed by us, without our prior written consent;
- Transmit: (a) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes our or any third party's intellectual property or other rights; (b) any material, non-public information about companies without the authorization to do so; (c) any trade secret of any third party; or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us);
- Engage in spamming or flooding;
- Transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
- Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble all or any portion of the Site or Software;
- Remove, alter, conceal any copyright, trademark, patent or other proprietary rights notices contained in the Site, Materials or Software;
- "Frame" or "mirror" any part of the Site without our prior written authorization;
- Link to any page of or content on the Site other than the URL located at www.nicalis.com;
- Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents; or
- Harvest or collect information about Site users without their express consent.
4. Forums & Submissions.
Please note that, because we (and our designees) may host message boards and other forums found on the Site (collectively, the "Forums") and, therefore, redistribute materials you give to us, we require certain rights in those materials. Accordingly, by sending or transmitting to us creative suggestions, ideas, notes, concepts, information or other materials (collectively, "Submissions") or by posting such Submissions to any area of the Site (including the Forums), you grant us and our designees a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to you or the provider of the Submissions. None of the Submissions will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any Submissions. Our Forums are designed solely for entertainment purposes. Information and Submissions contained on our Forums may be provided by persons not affiliated with us. You acknowledge that a large volume of information is available in our Forums and that people participating in such Forums occasionally post Submissions or make statements, whether intentionally or unintentionally, that are inaccurate, misleading, illegal or deceptive. We neither endorse nor are responsible for such Submissions or statements, or for any opinion, advice, information or other utterance made or displayed on the Site or Forums by third persons or parties. The opinions expressed in the Forums reflect solely the opinion(s) of the participants of the Forums and may not reflect the opinion(s) of Company. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in Submissions or for any results obtained from the use of any such statements or information. Under no circumstances will we or our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on the Submissions or on any information or materials obtained through the Site. We have no obligation to monitor the Site or the Forums, or any Submissions or other materials that you or other third persons or parties transmit or post on the Site or the Forums. You acknowledge and agree that we have the right (but not the obligation) to monitor the Site and the Forums and the materials you transmit or post (including any Submissions); to alter or remove any such materials (including, without limitation, any posting to a Forum or any Submission); to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Site properly; to protect ourselves, our sponsors and other users of the Site; and to comply with legal obligations or governmental requests.
6. Ownership and Restrictions on Use.
The Site is owned and operated by Company in conjunction with others pursuant to contractual arrangements and the Materials (and any intellectual property and other rights relating thereto) are and will remain the property of Company and its licensors and suppliers, as applicable. The Materials, and the selection, compilation, collection, arrangement and assembly thereof, are protected by U.S. and international copyright, trademark and other laws and you acknowledge that these rights are valid and enforceable. You may not copy, reproduce, republish, upload, post, transmit or distribute Materials or other content or information available on or through the Site in any way without our prior written permission. The Materials may be used solely to the extent necessary for your authorized use of the Site, as provided in this Agreement or as expressly authorized in writing by Company or, if so indicated in writing by Company, its licensors or suppliers. Modification of the Materials or use of the Materials for any other purpose may be a violation of copyright and other proprietary rights and is strictly prohibited. You acknowledge that you do not acquire any ownership rights in or to the Site and the Materials by using the Site or the Materials. If you download Software from the Site, such Software is licensed on a limited basis to you by us or the owner of such Software. Title to the Software is not transferred to you. You own the medium on which the Software is recorded, but we retain all right, title and interest in and to the Software, and all intellectual property rights therein. You may not re-sell, decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form, or transfer the Software to any third party. The trademarks, logos, and service marks displayed on the Site (collectively the "Trademarks") are the registered and unregistered trademarks of Company, Company's licensors and suppliers and others. The Trademarks owned by Company, whether registered or unregistered, may not be used in connection with any product or service that is not Company's, in any manner that is likely to cause confusion among consumers, or in any manner that disparages Company. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of Company, Company's licensors or suppliers, or the third party owner of any such Trademark. Misuse of any Trademarks is prohibited, and Company will aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.
7. Use & Access By Minors.
Pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of protections is available from America Links Up: http://www.netparents.org/parentstips/browsers.html.
9. Jurisdictional Issues.
The Site is solely directed to individuals residing in the United States. We make no representation that Materials available on or through the Site are appropriate or available for use in other locations. Those who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. The Software is further subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods or which is subject to other applicable U.S. trade sanctions; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using any Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. We reserve the right to limit the availability of the Site and/or the provision of any service, program, contest, sweepstakes, film or other product described thereon to any person, geographic area or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such service, program, contest, sweepstakes, film or other product that we provide.
This Agreement shall remain effective until terminated in accordance with its terms. Either party may terminate this Agreement immediately upon notice to the other party. In addition, we reserve the right to immediately terminate this Agreement and/or your access to and use of the Site or any portion thereof or any activity provided thereon, at any time and for any reason, with or without cause. Upon termination of this Agreement by either party, your right to use the Site shall immediately cease, and you shall destroy all Materials obtained from the Site and all copies thereof, whether made under the terms of this Agreement or otherwise.
THE SITE, THE MATERIALS, ANY PRODUCT OR SERVICE OBTAINED THROUGH THE SITE AND THE SOFTWARE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. COMPANY AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITE OR THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE (OR ANY PART THEREOF INCLUDING THE MATERIALS AND SUBMISSIONS), THE SERVER(S) ON WHICH THE SITE IS HOSTED OR SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE SITE AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, MATERIALS AND THE SOFTWARE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF COMPANY OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THE SITE, IN THE MATERIALS OR SOFTWARE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE AND ANY MATERIALS AND SOFTWARE PROVIDED THROUGH THE SITE ARE ENTIRELY AT YOUR OWN RISK. A possibility exists that the Site (including the Materials, Submissions, Forums, Software an all other information or materials on or accessible from the Site) could include inaccuracies or errors, or information or materials that violate this Agreement. Additionally, a possibility exists that unauthorized alterations could be made by third parties to the Site. Although we attempt to ensure the integrity of the Site, we make no guarantees as to the Site's completeness or correctness.
12. Limitation of Liability.
NEITHER COMPANY NOR ANY OF OUR AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR MATERIALS CONTAINED ON THE SITE, THE SOFTWARE, ANY LINKED SITE OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, MATERIALS, SOFTWARE OR ANY LINKED SITE IS TO STOP USING THE SITE, MATERIALS, SOFTWARE OR LINKED SITE, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE SITE.
You agree to indemnify, defend and hold Company, our affiliates, licensors, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from: (a) your breach of this Agreement, including any violation of the Code of Conduct above; (b) any allegation that any Submission or other materials you submit to us or transmit to the Site infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (c) your use of the Site.
14. Notice for California Users.
Under California Civil Code Section 1789.3, California Site users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
This Agreement is governed by and construed in accordance with the laws of the State of California, United States of America, without regards to its principles of conflicts of law. You agree to submit to the exclusive jurisdiction of any State or Federal court located in the County of Los Angeles, California, United States of America, and waive any jurisdictional, venue or inconvenient forum objections to such courts. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral Agreements between us with respect to such subject matter. This Agreement is not assignable, transferable or sublicensable by you except with Company's prior written consent. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
When we use the terms "Nicalis," "us" or "we," the term refers to Nicalis and each affiliate of Nicalis.
"Personal Information" is information through which you can be identified. Providing your Personal Information to Nicalis is your choice. Personal Information that Nicalis may collect from you includes, but is not limited to, your name, postal address(es), telephone number(s), facsimile number(s), e-mail address(es), date of birth and any other information that you voluntarily provide. Personal Information is collected on the Site through e-mail and/or through applications completed or used by you on the Site, including signing our guestbook, requesting newsletters or community information, joining our e-mail subscription list(s), submitting any of our questionnaires, contacting our customer service department or participating in Site forums. The Personal Information that Nicalis collects from you depends on the nature of your activities on the Site.
Personal Information may be used by Nicalis for a variety of internal purposes, including verifying and completing requested transactions, ensuring the appropriate legal use of Nicalis's goods, content and/or services, providing notice to you of updates to this Site and helping provide customer and technical support. Nicalis may also use your Personal Information to send you certain materials and information by e-mail and/or other methods, including marketing materials, information about our business, including our goods and services and those of our business partners, and newsletters or other information or materials, unless you notify Nicalis that you do not wish to receive such materials. Nicalis may also use your Personal Information for free giveaways, such as the random selection of a user or users of the Site to receive free items like T-shirts, video games or posters. By using the Site, you will automatically be eligible to be randomly selected to receive such items, unless you notify Nicalis that you do not wish to be eligible. If you no longer wish to receive e-mail or postal notifications about this Site, goods, service, or special promotions, or no longer wish to be eligible to receive free items, please let us know by sending us an e-mail to info@Nicalis.com or by sending us a letter via U.S. Postal Mail at our address listed below (Attn: Unsubscribe to Mailings) and specifying in the text of your e-mail or letter which notifications you no longer wish to receive or that you do not wish to be eligible. In addition, within the text of your e-mail or letter, you should provide your exact name and address, so that we can do our best to ensure that you stop receiving the notifications that you no longer wish to receive and that you are removed from our list of users eligible to receive free items. After such a request is received and processed, Nicalis will use reasonable efforts to refrain from sending you any such notifications and to remove you from our list of users eligible to receive free items.
All users should be aware that, when they disclose personally identifiable information in a bulletin board, chat room, guestbook or other forum while using the Site, the information is being made publicly available and may be collected and used by other users. When you disclose such information in a bulletin board, chat room, guestbook or other forum, you do so at your own risk. We reserve the right (but shall have no obligation) to monitor your use of bulletin boards, chat rooms, guestbooks or other forums.
Nicalis does not knowingly solicit or collect information from children (defined as minors younger than thirteen (13) years of age). If you are the parent or guardian of a child under the age of eighteen (18) or the legal age of majority in your jurisdiction, and have authorized your child to use your computer, we urge you to instruct your child NEVER to give out his or her real name, age, address, phone number, e-mail address or other personally identifying information while on this Site. There are no computer applications on this Site which allow for the determination of the age of a visitor/user/customer. All information volunteered to Nicalis will be treated the same as information given by an adult. Nicalis recommends that the Internet browsing behavior of any child should be carefully supervised by a responsible adult at all times.
LINKS TO OTHER WEBSITES
This Site may contain links to other web sites. Neither Nicalis, nor any of its officers, directors, partners, affiliates, subsidiaries, employees, agents, representatives, vendors or suppliers, is responsible for the content, privacy policies, products, services, reliability, viewpoint or accuracy of information on any such web sites. We do not control and are not be responsible for the collection of personal information or other information by third party web sites. The operators of third party web sites that are accessed through links on our Site have separate policies regarding the privacy of your personal and other information. We have no responsibility or liability for the policies implemented by third parties on their web sites. Accordingly, we strongly encourage you to become familiar with the privacy policies and practices of any linked web site.
Nicalis reserves the right to monitor all network traffic to this Site to identify and/or block unauthorized attempts or intrusions to upload or change information or cause damage to this Site in any manner. Anyone using this Site expressly consents to such monitoring.
CALIFORNIA PRIVACY RIGHTS
FOR RESIDENTS OF CALIFORNIA ONLY. Section 1798.83 of the California Civil Code requires select businesses to disclose policies relating to their sharing of certain categories of Personal Information with third parties. If you reside in California and have provided your Personal Information to Nicalis, you may request information about our disclosures of certain categories of your Personal Information to third parties for direct marketing purposes.
© 2008 Nicalis, Inc.