Portions of the Platform may require you to create a login or sign-up for an account. You must fully complete the registration process by providing us with your current, complete, truthful, and accurate information as prompted by the applicable registration form. Where required, NailChats may also assign you a username and password. You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. You agree to notify NailChats immediately of any unauthorized use of your account or any other breach of security. NailChats will not be liable for any losses you incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by NailChats or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder. Companies may register via the Platform but may only have one user account. If you are registering on behalf of your company, you represent and warrant that you are authorized by your company to create an account on your company’s behalf.NailChats has the sole discretion in granting or denying any accounts.
After properly registering for the Platform, we grant you a personal, non-exclusive, fully revocable, non-assignable, non-transferable, limited right to use and access our Platform as permitted by us. As a user, you do not receive any ownership interest in the Platform; you merely receive the right to use and access the Platform as provided by us. All rights not explicitly granted are reserved for NailChats. You agree to abide by the following restrictions listed below:
Please be aware that this is not an all-encompassing list of restrictions, if you breach any of these restrictions, we may revoke your license to use our Platform, at our discretion. Additionally, we may revoke or restrict your access to our Platform if we believe that your actions may harm or have harmed NailChats or the Platform itself. Failure by us to revoke your access does not act as a waiver of your conduct.
Your ability to submit or transmit any information through the Platform, including but not limited to text, audio messages, videos, photos, images or any other information will be referred to as “User Content” throughout this Agreement. All User Content you submit to the Platform will be owned by you. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. You understand that we cannot guarantee the absolute safety and security of any such User Content. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion. The NailChats does not endorse and may not verify, monitor, or restrict any of its users or any User Content submitted. You agree that any User Content or any other information may be inaccurate, unsubstantiated or possibly even incorrect.
When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content and you have paid for or otherwise have permission to use any User Content submitted.
When you submit any User Content to us, you grant the NailChats, its partners, affiliates, users, representatives and assigns a non-exclusive, fully-paid, royalty-free, irrevocable, world-wide, universal, transferable, assignable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of your User Content. It is important for you to grant us this license so that we may transmit your User Content to other users through our Platform. Additionally, although you own all User Content submitted by you, we own all layouts, arrangement, metadata and images that are used to render your User Content through our Platform.
Although we will attempt to provide continuous Platform availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. We make no uptime guarantees. We reserve the right to alter, modify, update, or remove ourPlatform at any time. We may conduct such modifications to ourPlatform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update thePlatform for security, legal, or other reasons.
When accessing or using ourPlatform, you are solely responsible for your use and for any use of the NailChats Platform made using your account.You agree to abide by the following rules of conduct:
If you are discovered to be undertaking any of the aforementioned actions or if we believe that any of your actions may harm NailChats’ Platform or business interests your privileges to use our Platform may at our sole discretion be terminated, revoked, or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, butNailChats reserves the right to suspend or terminate any account at any time without notice or explanation.
NAILCHATS EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY DAMAGE, LOSS OR INJURY ARISING OUT OF: THE ACTIVITIES OF ANY ADVERTISERS AND ANY LOSS OR INJURY ARISING OUT OF YOUR PURCHASE OR USE OF ANY ADVERTISER SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT NAILCHATS MAY PROVIDE INFORMATION ABOUT AN ADVERTISER, BASED ON LOCATION, FEATURES OR RELEVANCY. HOWEVER, SUCH INFORMATION IS BASED SOLELY ON DATA THAT IS SUBMITTED BY THEADVERTISER, AND NAILCHATS PROVIDES SUCH INFORMATION SOLELY FOR THE CONVENIENCE OF ALL USERS AND IS NOT AN INTRODUCTION, ENDORSEMENT, OR RECOMMENDATION BY NAILCHATS. All Advertiser services are sold on an “as is” basis. User releasesNailChats from any liability associated with user’s use of the Platform or purchase of any services offered by an Advertiser.
Any opinions, advice, or information expressed by any Advertiser are those of the individual and the individual alone and they do not reflect the opinions of NailChats. NailChats does not direct, is not an employer, has no control over, makes no representations, and does not guarantee the quality, safety or legality of any Advertisers or any services offered.
NailChats or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to NailChats. The sole purpose of this policy is to avoid potential misunderstandings or disputes when NailChats’ products might seem similar to ideas you submitted to NailChats. If, despite our request that you not send us your ideas, you agree to the following: (1) your Submissions and their contents will automatically become the property of NailChats, without any compensation to you; (2) NailChats may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for NailChats to review the Submission; and (4) there is no obligation to keep any Submissions confidential.
The name “NailChats,” the design of the NailChatsPlatform along with NailChats created text, writings, images, templates, scripts, graphics, interactive features and the trademarks, marks and logos contained therein (“Marks”), are owned by or licensed to NailChats. The Marks are subject to copyright and other intellectual property rights under US laws and international conventions. NailChats reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution of the Marks or anything else contained within thePlatform unless we have given you express written permission.
THE PLATFORM AND ALL ADVERTISER SERVICES SOLD IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER NAILCHATS, NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM; (B) ANY INFORMATION PROVIDED VIA THE PLATFORM; (C) ANY ADVERTISER SERVICES AVAILBLE OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO NAILCHATS OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
NAILCHATSDOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. NAILCHATS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM ARE ACCURATE, COMPLETE, OR USEFUL. NAILCHATS DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND NAILCHATS SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.
IN NO EVENT SHALLNAILCHATS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (I) YOUR USE OR INABILITY TO USE THEPLATFORM OR ANY ERRORS, MISTAKES, OR INACCURACIES FOUND WITHIN THE PLATFORM, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM OR FROM ANY ADVERTISER SERVICES OR ORDERS, (III) ANY INTERRUPTION,MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR PLATFORM TO YOU, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM VIA A THIRD PARTY, (V) ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL, (VI) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS OR (VII) ANY POTENTIAL OR ACTUAL LOSS OR DAMAGE TO PERSON OR PROPERTY THAT MAY OCCUR WHILE USING THE PLATFORM. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN JURISDICTIONS THAT ALLOW A LIMITATION ON LIABILTY, YOU AGREE THAT OUR LIABILITY TO YOU IS NO MORE THAN THE AMOUNT YOU PAID IN THE PAST SIX MONTHS FOR SERVICES OR ONE-HUNDRED US DOLLARS, WHICHEVER IS GREATER.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY BETWEEN JURISDICTIONS. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by NailChats’ negligence or that of any of its officers, employees or agents; (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.
You agree to defend, indemnify and hold harmlessNailChats,its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
This defense and indemnification obligation will survive this Agreement and your use of the NailChatsPlatform.You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
NailChats and its Platform may only be used by persons 18 years and older. If you are under 18please stop using our Platform and please do not submit any information to us.
If you believe that any User Content or other content found on the NailChats Platform has infringed on your copyrights or other intellectual property rights, please consult the NailChats Copyright and Intellectual Property Policy (“Policy”). The Policy contains information regarding the notification procedures required by us to remove any infringing material or content from our Platform. You must agree to abide by the Policy before using or accessing the Platform.
This Agreement shall be governed by the laws in force in the state ofWyoming. The offer and acceptance of this contract is deemed to have occurred in Wyoming.
You agree that any dispute relating in any way to your use of the Platform shall be submitted to confidential arbitration in Sweetwater County, WY. Arbitration under this Agreement shall be conducted pursuant to the applicable rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted by one (1) arbitrator as selected pursuant to the Rules; the arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration, you agree that any actions shall be brought solely in a court of competent jurisdiction located within or otherwise nearest to Sweetwater County, WY.
You and NailChats agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement or any other agreement you may have with NailChatsare deemed to conflict with each other’s operation, you agree that NailChatsshall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. We may terminate your access to the Platform at any time at our sole and ultimate discretion.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform.
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about NailChats must be sent to our agent for notice to: firstname.lastname@example.org
Lastly, California users are also 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 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
The communications between you and NailChats use electronic means, whether you visit the Platform or send NailChats e-mails, or whether NailChats posts notices on the Platform or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from NailChats in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that NailChats provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
The following sectionsapply to any users who wish to advertise via the Platform (“Advertisers”). Any Advertisers wishing to use the Platform shall be required to sign up and create an account and shall be bound by the additional terms listed below.
In order for Advertisers to offer Advertiser Servicesyou must create anAdvertiser account. You must fully complete the registration process by providing us with your current, complete, truthful, and accurate information as prompted by the applicable registration form. Where required, NailChats may also assign you a username and password. You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. You agree to notify NailChats immediately of any unauthorized use of your account or any other breach of security. NailChats will not be liable for any losses you incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by NailChats or another party due to someone else using your account or password. You may not use anyone else’s account at any time. Advertisers may only register for one account per person and may not register as a company or group collaboration.NailChats has the sole discretion in granting or denying any accounts.
Advertiserproviding any Advertiser Servicesrepresents and warrants the following: (1) Advertiser owns or has properly licensed all intellectual property used on the Platform; (2) the Advertiser Content (defined below) will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; (3) the AdvertiserContent offered do not violate any US state or federal laws or any third party agreements; (4) Advertiser has not entered into any previous agreements which would limit its ability to undertake or perform this Agreement; and (5) Advertiser will in good faith abide by this Agreement and all other restrictions and rules in place for any AdvertiserContent on the Platform.
We may terminate your account if we determine that: (1) you have violated any applicable laws while using our Platform; (2) If you have violated this Agreement or any other of our Platform policies; or (3) if we believe that any of your actions may or potentially could harm NailChats, at our sole decision or discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so. As anAdvertiser if you wish to terminate your Advertiser account please notify us or use your account dashboard to terminate the account. Please be aware that once your account is terminated, all access and information including Advertiser Services in your existing account may become immediately inaccessible or deleted. Failure to terminate your account for any reason does not act as a waiver of your conduct.
When an Advertiser submits any User Content to us, such content shall be referred to as “Advertiser Content.” As an Advertiser, you grant NailChats the same licensing rights as listed in the Agreement for User Content.We reserve the right to remove, delete, modify, screen, edit, or reinstate any AdvertiserContent from time to time at our sole discretion for any reason or no reason, and with or without notice to you. We have no obligation to retain or provide you with copies of any Advertiser Content.
When submitting any User Content you agree to the following:
If you have violated any of our Advertiser Content Guidelines, your access to the Platform may be suspended or terminated.
In order to purchase any advertising services offered by the Platform, Advertiser may be required to submit its payment information. When purchasing any services you will be prompted to input your credit card information or to pay using the payment methods as available through the Platform. You agree that we may charge full amount listed at checkout to your credit card or other payment method including taxes or other fees. Your payment information will be shared with our third party payment processor. By purchasing anything from our Platform you also agree to the terms and conditions of our third party payment processor. Please be aware that all payment information will be stored and secured by the payment processor and not us.
Advertisers agree that NailChats may increase the price of their services at any time and NailChats reserves the right to do so at any time. Advertiser agrees that NailChats has no obligation to offer any services for a price that was offered to Advertiser in the past.
At NailChats we want you to be satisfied with any services offered. However, as NailChats is providing Advertiser access to the Platform to post advertisements, no refunds are offered once such services have been purchased. If you have any questions or concerns regarding any billing issues, please contact us a email@example.com.
We attempt to protect ourselves from chargebacks by employing different fraud detection methods. In the event of a chargeback we will notify the Advertiser immediately. If we believe that you have participated in a fraudulent chargeback we will pursue our claims against you to the fullest extent allowed by law. In the event that we believe that a user has submitted a fraudulent chargeback, we will forward your information to the applicable law enforcement agency and your fraudulent chargeback may result in either a civil fine or jail time.
In order for NailChats comply with US tax laws, Advertiser may be required to submit W-9 forms or other tax documents. Affiliate agrees to comply with any requests to submit any tax documentation, as requested by NailChats. Affiliate agrees that NailChats cannot and will not provide Advertiser with any tax advice; any such questions should be directed to Advertiser’s tax attorney or other tax professional.
Unless otherwise provided in this Agreement, in no event shall NailChats be liable to the Advertiser for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages. UNDER NO CIRCUMSTANCES SHALL NAILCHATS BE LIABLE TO ANY ADVERTISER FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID BY ADVERTISER DURING THE PRECEDING MONTH.DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, NAILCHATS CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE PLATFORM. WITHOUT LIMITING THE ABOVE, THE PLATFORM, NAILCHATS CONTENT AND ANY OTHER MATERIALS PROVIDED TO ADVERTISER ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY OF ANY KIND, AND NAILCHATS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, NAILCHATS DOES NOT REPRESENT OR WARRANT (A) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS ON THE PLATFORM, (B) THAT A PARTY’S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS, OR (C) ANY INFORMATION WILL BE CORRECT, COMPLETE, OR ACCURATE. SOME JURISDICTIONS LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF THIS CLAUSE MAY NOT APPLY TO YOU.
Advertiser agrees that NailChats is acting as an independent contractor in performing any services contemplated under this Agreement and that the relationship between the NailChats and Advertiser shall not constitute a partnership, joint venture or agency. Neither NailChats nor any of NailChats’ employees or agents (i) is an employee, agent or legal representative of Advertiser, or (ii) shall have any authority to represent Advertiser or to enter into any contracts or assume any liabilities on behalf of Advertiser. Neither Advertiser nor Advertiser’s employees or agents (i) is an employee, agent or legal representative of NailChats, or (ii) shall have any authority to represent NailChats or to enter into any contracts or assume any liabilities on behalf of NailChats.
Last Updated: April 29, 2016