Last Updated: January 2, 2018
These are the Terms of Service, Use, and Sale (the “Terms of Service” or “Terms”) that govern our relationship with users and others who interact with Nise Tech Inc. (“you” or “your”) or access, or use the Services (defined below) of Nise Tech Inc. and Nise Tech Inc. brands.
The term “Service” and collectively “Nise Services” or “Services” refer to Nise Tech Inc. websites, mobile applications, products such as the Nise Wave circulator ( “Product”, “Wave”, “Connected Devices” or “Products”), and other existing and future services and products such owned, operated or offered by Nise Tech Inc., a company incorporated in the Province of Ontario, Canada or its affiliates (“Nise Tech Inc.”, “Nise”, “Nise Tech”, “we” or “us”) (each a “Service” and collectively “Nise Services” or “Services”).
These Terms do not alter in any way the terms or conditions of any other agreement you may have with us with respect to any Products, Services or otherwise. If you are using the Products or Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to be responsible to us if you or such entity violates these Terms.
Please read these Terms of service carefully. Your use OF ANY SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO ACCESSING, INSTALLING, OR USING THE SERVICE (which includes publishing recipes through our services) indicates that YOU have read, accepted and AGREED TO BE BOUND BY THESE TERMS OF SERVICE and any other applicable terms.
THESE TERMS CONTAIN AN ARBITRATION CLAUSE NEAR THE END. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND NISE TECH AGREE THAT DISPUTES BETWEEN YOU AND NISE TECH WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND NISE TECH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
We reserve the right, in our sole discretion, to change these Terms of Service at any time, and will publish a revised version of these Terms of Service on the Service with the new “Last Updated” date as indicated at the end of these Terms of Service.
Continued access to and use of the Service (which includes publishing recipes through our Services) following any such change means you accept and will abide by the changes.
We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply when you access or use the Services. If you do not agree to the revised Terms, you may not access or use the Services. Any changes we make will not affect your rights with respect to Products you have already purchased or orders you have already placed.
1. Acceptance of Terms
Because Nise Tech Inc. provides a wide range of Services and Products, we may ask you to review and accept supplemental terms that apply to your interaction with a specific Service or Product. To the extent those supplemental terms conflict with these terms, the supplemental terms associated with the app, product, or service govern with respect to your use of such app, product or service to the extent of the conflict.
The Services are not targeted toward or intended for use by anyone under the age of 16. You may only use the Services if
- a) you must be able to form a binding agreement (in most jurisdictions, 18 years old) on your own behalf, or on your entity’s behalf, or if you are between the ages of 16 and the age of legal majority under applicable law (in most jurisdictions, 18 years old), under the supervision of a parent or legal guardian who agrees to be bound by these Terms, and
- b) you are not a person who is barred from receiving the Services under the laws of any country including the country in which you are a resident or from which you are using the Services, to be eligible to use the Nise Tech Inc. Products or Services.
By using the Services, you represent and warrant that you (a) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, and (b) have full power and authority to enter into these Terms and that in so doing, will not violate any other agreement to which you are a party.
Any use of the Services by anyone under 13 is strictly prohibited and in violation of these terms.
If you open an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Service, and that you agree to these Terms of Service on the entity’s behalf.
4. Registration and Account; Required Equipment, ISP and Carrier
Registration and Account. In order to access and use certain areas or features of the Services, you will need to register for a Nise Tech account and/or create a profile. When registering for an account, you cannot create an account name that incorporates a trademark without authorization from the trademark owner. We reserve the right to reclaim account names on behalf of any business or individual that holds legal claim, including trademark rights, in those names. By creating an account, you agree to (a) provide accurate, current and complete account information, (b) maintain and promptly update your account information from time to time as necessary, (c) maintain the security of your account credentials, (d) be responsible for the acts or omissions of any third party you authorize to access or use your account and the Services, and (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Services or your account.
4. Account Registration Rules
When creating an account with Nise Tech Inc., you agree to the following:
You will not provide any false personal information on Nise Tech Inc., or create an account for anyone other than yourself or your company without permission.
You will not create more than one personal or company account without our permission.
If we disable your account, you will not create another one without our permission.
You will update your contact information thereafter as necessary.
You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. You will promptly notify us immediately of any unauthorized use of your password or any other breach of the security of your account.
You will not transfer your account to any person or entity without first getting our written permission.
If you select a username or similar identifier for your account, we reserve the right to remove or reclaim it if we believe it is inappropriate.
5. Mobile Service
The Nise Tech Inc. Services include the Nise Tech Inc. mobile application (the “Nise App”). In the event that you are using the Nise App, you are responsible for any fees, including data, access and usage fees by an internet provider or mobile carrier, that you incur when accessing the Services.
Required Equipment, ISP and Carrier. You acknowledge that the availability of certain Services depends on (a) your computer, mobile phone or tablet, home wiring, home Wi-Fi network, Bluetooth connection, and other related equipment (“Equipment”), (b) your Internet service provider (“ISP”), and (c) your mobile phone or tablet carrier (“Carrier”). You agree that you are responsible for all fees charged by your ISP and Carrier in connection with your use of the Services and that you are responsible for complying with all agreements and other policies of your ISP and Carrier. You further acknowledge and agree that your interactions with your ISP and Carrier are solely between you and such third parties, and that Nise Tech is not responsible or liable in any manner for such interactions.
4. Terms of Sale
4.1. Payment and Billing Information
By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you permit us (or our third-party payment processor) to charge your payment method for the total amount of your order (including any applicable Taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or canceled. You must resolve any problem we encounter in relation to the payment method you select in order to proceed with your order.
Our presentation of Products and Services shall not be considered a binding offer, but rather an invitation to place an order. Once you conclude the online purchase process, we will have a binding contract of sale. You may update your cart at any time before concluding the online purchase process. We will not proceed with the delivery process until your payment has been received.
4.2. Pricing and Availability
All prices are shown in U.S. dollars, unless we are required by law to display prices in the local currency. Prices do not include applicable Taxes (defined below), shipping and handling charges, or other fees, unless we clearly state otherwise or are required by law to display prices inclusive of any Taxes, charges and other fees.
All Products and Services offered for sale are subject to availability and we reserve the right to impose quantity limits on any order, reject all or any part of an order, and discontinue sales of Products and Services without prior notice. Prices for Products and Services are subject to change at any time, but such changes will not affect any order for Products or Services you have already placed.
To the fullest extent permitted by applicable law, you are responsible for any sales, use, value-added or other governmental taxes, fees or duties (collectively, "Taxes") due with respect to your purchase and use of Products or Services. Orders placed outside the U.S. may incur Taxes as determined by the customs agency within the destination country. Assessment of Taxes is generally based upon the value of the order and the Tax-free threshold (if applicable) for goods imported into the destination country. We will collect applicable Taxes if we determine we have a duty to collect Taxes. Please note that we do not collect Taxes on merchandise shipped to jurisdictions in which we do not have substantial nexus. For our U.S. users, the actual Taxes charged and collected may differ from the amount shown at checkout. Several factors may cause this difference, such as variances between processor programs and changes in Tax rates.
4.4. Shipping; Risk of Loss
You agree to pay any shipping and handling charges shown at the time you make a purchase. We reserve the right to increase, decrease, add or eliminate shipping and handling charges from time to time, but we will provide notice of the charges applicable to you before you make your purchase. Any delivery dates or times shown as part of the checkout process are estimates only and are not guaranteed. Unless we state otherwise, risk of loss or damage to a Product passes to you upon delivery of the Product to your specified delivery location. If you have any questions or concerns regarding shipping, please contact us at email@example.com.
4.5. Returns and Refunds
Products Purchased Directly from Nise Tech. If you reside in the U.S., we accept returns and issue refunds for non-food Products that you purchase directly from us if such Products are returned within 30 days of delivery in an unopened and unused condition. Before returning any Product, you must obtain a return authorization from Nise Tech by contacting us at firstname.lastname@example.org and providing the following information: (a) the reason for the return; and (b) the original purchase order number. We may charge a 20% restocking fee for any returns that are not made in accordance with these terms. For non-U.S. residents, please see below for the return and refund terms for Products purchased from Nise Tech that apply to you based on your country of residence.
Third-Party Products Purchased from Third-Party Sellers. We may provide the ability to purchase products from third-party sellers through the Services, in which case, we act as an intermediary only. If you purchase a product from a third-party seller, your purchase will be governed by the terms and policies of that third party. We are not the sellers of such products and are not a party to the sale of these products; therefore, we do not make any representations or warranties in terms of that product, nor do we accept returns or issue refunds for such products.
We attempt to be as accurate as possible and to eliminate errors on our Services; however, we do not represent or warrant that the descriptions, pricing or other Product- or Service-related information is accurate, complete, reliable, current or error-free. In the event of an error, we reserve the right to correct such error and revise your order accordingly (which includes charging the correct price) or to cancel the order and refund any amount charged.
5. Licenses to Use the Services and Materials
Unless otherwise indicated, all content and other materials contained on the Services, including, without limitation, our logos and all designs, text, recipes, ingredient lists, cooking times, videos, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, "Materials") are the proprietary property of Nise Tech or our licensors and are protected by national and international copyright, trademark and other intellectual property laws.
Nise Tech grants you a limited, royalty-free, non-exclusive, non-transferable, non-sublicensable, worldwide license to access and use the Materials made available through the Services for your own personal, non-commercial purposes. Except as expressly permitted by law or by Nise Tech in writing, you will not reproduce, redistribute, sell, create derivative works or subsequent versions, decompile, reverse engineer or disassemble our Services (except in cases where you have the right to do so under applicable law), nor will you take any measures to interfere with or damage our Services.
Nise Tech encourages the use and distribution of certain Materials on the Services, including our recipes, ingredient lists, videos, pictures and User Content (defined in Section 6). Unless otherwise stated, such Materials are made available to you under the most recent version of the Creative Commons Attribution- NonCommercial-ShareAlike license (BY-NC-SA). Note that our service names, trademarks, logos and slogans that may appear on the Services are not licensed to you under the Creative Commons license.
Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Nise Tech or any third party, whether by estoppel, implication or otherwise. The licenses granted herein are revocable at any time.
6. User Content
The Services may include interactive features and areas that allow users to create, post, share or store content, including, but not limited to, user-generated content, recipes, reviews, photos, videos, music, sound, text, graphics, code, items or other materials (collectively, "User Content"). In the event that you decide to share your User Content with others through the Services or third-party platforms, you understand that this User Content will be viewable by others in accordance with the privacy settings you establish in your account.
You agree that you are solely responsible for your User Content and for your use of any interactive features and areas of the Services. By posting, uploading or otherwise submitting User Content, you represent and warrant that (a) such User Content is non-confidential; (b) you own all intellectual property rights (or have obtained all necessary permissions) to provide such content and to grant the licenses set forth herein; and (c) the User Content will not violate or infringe any intellectual property right or other proprietary right, including the right of publicity or privacy, of any person or entity.
By using the interactive features and areas of the Services, you further agree not to create, post, share or store any of the following:
User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
User Content that contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
User Content that impersonates, or misrepresents your affiliation with, any person or entity;
User Content that references or depicts Nise Tech or our Products or Services but fails to disclose a material connection to us, if you have one (for example, if you are a Nise Tech employee);
User Content that contains any unsolicited promotions, political campaigning, advertising or solicitations;
User Content that contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
User Content that, in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Products or Services, or that may expose Nise Tech or others to any harm or liability of any type.
We are not responsible or liable for any User Content. Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on the Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Services at your sole cost and expense.
6.1 User Content Services
The Services will may with the ability to upload, submit, create, publish, share or otherwise transmit (hereafter, “posting”) content such as recipes, images, videos, audios, messages, comments, likes and other communications, to the Services (the “User Content”). You own all of the User Content.
1. By posting User Content on the Services, you represent and warrant that:
a.) You own the rights or licenses to your User Content. You own, or have the necessary licenses, rights, consents, and permissions to use and authorize Nise Tech Inc. to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Content to enable inclusion and use of User Content in the manner contemplated under these Terms of Service, and to grant the rights and license set forth in this Section.
b.) Your User Content does not infringe third party rights or violate laws. Your User Content, Nise Tech Inc.’s use of such User Content pursuant to these Terms of Service, and Nise Tech Inc.’s exercise of the license rights set forth in this Section, do not and will not: (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (B) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (C) violate any applicable law or regulations.
c.) No payment needed. There is no need for any payment to any other person or entity, to use, and to authorize us to use, your User Content in all manners contemplated by these Terms of Service (including the User Content License set forth below);
d.) Protection and Enforcement of your User Content. Any protection and enforcement of any intellectual property rights which exist or pertain to the User Content are entirely your responsibility and Nise Tech Inc. is not obligated to protect and enforce the User Content on your behalf.
6.2 User Content License. You grant to Nise Tech Inc. a non-exclusive, royalty-free, perpetual, irrevocable, transferable, sub-licenseable, worldwide, under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control, to use, copy, reproduce, transmit, perform, display, exhibit, distribute, index, comment on, adapt, modify, translate, digitize, reformat, create derivative works based upon, perform and otherwise exploit your User Content, in whole or in part, alone or in combination with other content or material, in all media formats and channels now known or hereafter devised (including by way of example but in no way a limitation, the internet, mobile devices, and through any future means or methods of downloading and/or transmission now known or hereinafter devised) in connection with Nise Tech Inc. Services (the “User Content License“). You grant Nise Tech Inc. the right to use your name and Nise Tech Inc. username that you submit in connection with such User Content. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You also hereby grant to each user of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, and perform such User Content as permitted by the functionality of the Services and these Terms of Service.
6.3. Attorney-in Fact. You hereby appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm the grant of rights, consents, agreements, assignments and waivers set forth in these Terms of Service.
Nise Tech Inc. and its business partners strive to deliver advertising and other commercial or sponsored content that is valuable to our users. In consideration for Nise Tech Inc. granting you access to and use of the Services, and/or distribute your User Content through Nise Tech Inc. Services, you agree to give us permission to place such advertising, commercial or sponsored content in connection with your User Content, which may include information about you such as your username, name, profile picture and/or link to your site as we deem appropriate. This means, for example, that you permit a business or other entity to pay us or our business partners to display your User Content, which may include information about you such as your username, profile picture and/or link to your site, without compensation to you.
6.5 Ownership of Service and Nise Tech Inc. Content
All content or derivative works therefrom you see using Nise Tech Inc. Services, unless submitted by you, are owned or licensed by Nise Tech Inc. or third parties. Your use of the Service does not give you ownership to those content.
You agree that the Service contains Nise Tech Inc. Content specifically provided by Nise Tech Inc., its business partners and other Nise Tech Inc. users and that such Nise Tech Inc. Content is protected, (individually or as a collective work or compilation) by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, US and international. The elements of the Nise Tech Inc. Content (collectively, “Nise Tech Inc. Content”) include without limitation, the user interface, interactive features, button icons, content, software, code, data, art, graphics, animation, videos, images, text, music, videos, sound effects, all audio and audiovisual elements, look-and-feel, design, layout, organization, presentation, navigation, compilation, trade dress and stylistic convention of the Services and other materials you may view on or access through the Services. Your use of the Services does not give you ownership of any Nise Tech Inc. Content.
7. Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act and other applicable laws, we have adopted a policy of limiting access to the Services by or terminating the accounts of users, in appropriate circumstances and in our sole discretion, who infringe the intellectual property rights of others. If you believe that anything on the Services infringes any copyright that you own or control, you may file a notification of such infringement with our designated agent as set forth below:
Address: 149 Jones St, Oakville, ON, Canada L6L 3E8
If you are a resident of the USA please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. For non-U.S. residents, please see below for any jurisdiction specific requirements of a proper notification.
You should also note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorney's’ fees, incurred by us or the alleged infringer as the result of our relying on such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
8. Use of Nise Tech Inc. Content
You do not have rights to use Nise Tech Inc. Content or derivative works therefrom in any manner other than those explicitly authorized under these TOS.
You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Nise Tech Inc. Content or third party submissions or other proprietary rights not owned by you, (i) without the consent of the respective owners or other valid right, or (ii) in any way that violates any third party right.
Subject to your complete and ongoing compliance with these TOS, Nise Tech Inc. hereby grants you a limited, revocable, exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Services for your personal, non-commercial use solely during the term of these TOS and solely in strict compliance with the provisions of these TOS. You will not remove any proprietary notice language corresponding to the Services.
"Nise Tech," the Nise Tech logo and any other Nise Tech service names, logos or slogans that may appear on the Services may be registered as trademarks of Nise Tech and our suppliers and our licensors and may not be copied, imitated or used, in whole or in part, without our or the applicable trademark holder's prior written permission. You may not use any metatags or other "hidden text" utilizing "Nise Tech" or any other name, trademark or product or service name of Nise Tech without our prior written permission. In addition, the look and feel of the Services, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Nise Tech and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on the Services are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Nise Tech.
If you believe that anything on the Services infringes on any trademarks which you own or control, you may file a notification of such infringement with our designated agent as set forth in Section 6. A proper notification should contain the same elements required for copyright complaints.
10. Third-Party Content; Open Source Software; Interface to Third-Party Products and Services
Third-Party Content. We may display content, advertisements and promotions from third parties through the Services (collectively, "Third-Party Content"). To the fullest extent permissible by applicable law, we do not control, endorse or adopt any Third-Party Content, and we make no representations or warranties of any kind regarding such Third-Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third-Party Content are solely between you and such third parties, and that Nise Tech is not responsible or liable in any manner for such interactions or Third-Party Content.
Open Source Software. Our Services may also contain third-party software that is subject to the GNU General Public License ("GPL") or other open source licenses ("Open Source Software"). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software
11. DMCA Copyright Take-Down Policy
Nise Tech Inc. respects copyright law and expects its users to do the same. It is Nise Tech Inc.’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Nise Tech Inc.’s Copyright Policy for further information.
12. Links From The Service to Third Party Sites
The Services may contain links to third-party services such as third party websites, applications, or ads (“Third-Party Links“). When you click on such a link, we will not warn you that you have left the Services. Nise Tech Inc. does not control and is not responsible for Third-Party Links. Nise Tech Inc. provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk.
13. Rights in User Content
Except as otherwise provided in these Terms or in a separate agreement, we do not claim any ownership or control over your User Content. However, by uploading, posting or otherwise submitting User Content, you grant Nise Tech a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable and fully sublicenseable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content and your name, likeness, voice and persona on the Services, on third-party sites and mobile applications, and in all other media or formats, whether now known or hereafter developed, for any purpose, including for Nise Tech’ commercial purposes. You further grant all users of our Services permission to access and use your User Content in accordance with the most recent version of the Creative Commons Attribution- NonCommercial-ShareAlike license (BY-NC-SA).
14. Agreement not with App Stores
You acknowledge and agree that the availability of the Nise App is dependent on the third party from which you received the Nise App, e.g., the Google Play or Apple App Store (each, an “App Store”). When you download a Nise App through the App Store, you agree that: (i) these Terms of Service are concluded between you and Nise Tech Inc. and not between you and the App Store, and that we (not the App Store), are responsible for our software; (ii) the App Store has no obligation to furnish any maintenance and support services with regards to the Nise App or handle any warranty claims; (iii) the App Store is not responsible for addressing any claims you have or any claims of any third party relating to Nise App, such as, product liability, consumer protection claims, intellectual property claims, or any claim that Nise App fails to conform to any applicable legal or regulatory requirement; (iv) the App Store is a third party beneficiary of these Terms of Services as related to your license of Nise App, and the App Store will have the right to enforce these Terms of Service as related to your license of Nise App against you; and (v) you must also comply with all applicable third party terms of service when using Nise App.
Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, original or creative materials or other information about Nise Tech or our Products or Services (collectively, "Feedback"). Feedback is non-confidential and shall become the sole property of Nise Tech. Nise Tech shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Nise Tech and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (together with Nise Tech, the "Nise Tech Parties") from all third-party claims of any kind, whether in tort, contract or otherwise (collectively, "Claims"), including damages to property or personal injury, that arise from or relate to:
your access to or use or misuse of our Products, Services and Materials;
any User Content you create, post, share or store on or through our Services or our pages or feeds on third-party social media platforms;
any Feedback you provide;
your violation of these Terms;
your violation of the rights of any third party; or
use or misuse of the Products or Services by any third party you authorize to use the Products or Services provided to you.
This indemnity obligation includes paying for any of the Nise Tech Parties’ attorneys’ fees and other costs of investigating and defending Claims, and the costs of enforcing the indemnity obligation.
You agree to promptly notify Nise Tech of any third-party Claims and cooperate with the Nise Tech Parties in defending such Claims. You further agree that the Nise Tech Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Nise Tech.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS NISE TECH INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSEES, SPONSORS, ADVERTISERS AND REPRESENTATIVES OF ANY OF THEM FROM (individually or collectively, the “NISE TECH INC. Indemnified Party”) ANY AND ALL CLAIMS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF (I) YOUR USE OR MISUSE OF THE SERVICE; (II) YOUR VIOLATION OF THESE TERMS OF SERVICE; AND (III) YOUR CONTENT ON NISE TECH INC. SERVICES. NISE TECH INC. Indemnified Party RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY NISE TECH INC. Indemnified Party AND YOU AGREE TO COOPERATE WITH NISE TECH INC. Indemnified Party’s DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER GIVING RISE TO YOUR INDEMNIFICATION OBLIGATIONS WITHOUT THE PRIOR WRITTEN CONSENT OF NISE TECH INC. Indemnified Party. NISE TECH INC. WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT, provided that failure by the Nise Tech Inc. indemnified party to give prompt notice will not relieve you of any liability hereunder.
WE MAY PROVIDE IMPORTANT HEALTH AND SAFETY WARNINGS AND INSTRUCTIONS THAT YOU MUST READ BEFORE USING CERTAIN NISE TECH PRODUCTS AND/OR PARTICIPATING IN CERTAIN ACTIVITIES OR SERVICES. WE MAY UPDATE OR REVISE THESE WARNINGS AND INSTRUCTIONS, SO PLEASE REVIEW THEM PERIODICALLY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE NISE TECH SERVICES AND MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED AND WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT REPRESENT OR WARRANT THAT THE NISE TECH WEBSITES, MOBILE APPLICATIONS AND MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. IN ADDITION, OUR WEBSITES, MOBILE APPLICATIONS AND MATERIAL ARE (A) FOR INFORMATIONAL PURPOSES ONLY, (B) PROVIDED AS GENERAL ADVICE AND (C) NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR NUTRITIONAL ADVICE. WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE NISE TECH WEBSITES, MOBILE APPLICATIONS AND MATERIALS SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THEY OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
YOU ARE SOLELY RESPONSIBLE FOR THE PROPER AND SAFE WASHING, HANDLING, PREPARATION, STORAGE, COOKING, USE AND CONSUMPTION OF FOOD. THE COOKING INSTRUCTIONS AND DIRECTIONS PROVIDED BY NISE TECH ARE OFFERED AS GUIDELINES ONLY. USE YOUR BEST JUDGMENT AND PROPER DISCRETION WHEN PREPARING OR CONSUMING ANY FOOD. CONSUMING RAW OR UNDERCOOKED MEATS, POULTRY, SEAFOOD, SHELLFISH OR EGGS MAY INCREASE YOUR RISK OF FOODBORNE ILLNESS, AND SUCH CONSUMPTION IS TO BE DONE AT YOUR OWN DISCRETION. WE EXPRESSLY DISCLAIM RESPONSIBILITY FOR ANY ADVERSE EFFECT THAT MAY RESULT FROM YOUR USE OR APPLICATION OF INFORMATION PROVIDED THROUGH THE SERVICES.
NISE TECH PROVIDES NO WARRANTY ON PRODUCTS THAT ARE MANUFACTURED BY OTHER ENTITIES, EVEN THOUGH YOU MAY PURCHASE THEM THROUGH OUR SERVICES. PRODUCTS MANUFACTURED BY OTHER ENTITIES BUT SOLD THROUGH OUR SERVICES ARE SOLD BY NISE TECH "AS IS" AND "WITH ALL FAULTS." NISE TECH DISCLAIMS ALL IMPLIED WARRANTIES FOR SUCH PRODUCTS, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. NISE TECH DOES NOT WARRANT ANY QUALITY OR CHARACTERISTIC OF PRODUCTS THAT WE DO NOT MANUFACTURE. UNLESS THE MANUFACTURER PROVIDES A WARRANTY, YOU AS THE BUYER BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF SUCH PRODUCTS, AND YOU, NOT NISE TECH, ASSUME THE ENTIRE COST OF ANY NECESSARY REPLACEMENT OR REPAIR.
MANUFACTURERS OF PRODUCTS SOLD BY NISE TECH MAY PROVIDE THEIR OWN WARRANTIES AND YOU AGREE THAT YOUR REMEDY FOR ANY DEFECTS IN SUCH PRODUCTS WILL BE BASED SOLELY ON THE WARRANTIES, IF ANY, PROVIDED BY THOSE MANUFACTURERS.
WE TRY TO KEEP NISE TECH INC. SERVICES UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE ARE PROVIDING NISE TECH INC. SERVICES AS IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT NISE TECH INC. SERVICES WILL ALWAYS BE SAFE, SECURE OR ERROR-FREE OR THAT NISE TECH INC. WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS.
NISE TECH INC. ASSUMES NO RESPONSIBILITY FOR THE DELETION, MISDELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS, SUCH AS THE COOKBOOK FEATURE.
Nise Tech Inc. makes no representation or warranty regarding the accuracy, timeliness, truthfulness, completeness or reliability of any Nise Tech Inc. Content provided through the Services, any information, goods or services promoted or displayed through the Services or any transactions entered into through the Services. The Nise Tech Inc. Content, including the recipes and all related information and commentary made available through the Services is for informational purposes only and is not intended to be (and does not constitute) dietary advice or recommendations specifically for you and no advice or information, whether oral or written, obtained from Nise Tech Inc. or through the Services will create any warranty not expressly made herein. You are solely responsible for all of your communications and interactions with other users of the Services and with other persons with whom you communicate or interact as a result of your use of the Services.
17. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL NISE TECH OR ANY OF THE OTHER NISE TECH PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE SERVICES OR MATERIALS OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM NISE TECH, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD OR FORCE MAJEURE, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO NISE TECH’ RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NISE TECH AND THE NISE TECH PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING MATERIALS AND FUNCTIONS CONTAINED THEREIN, EXCEED ANY COMPENSATION PAID TO US FOR YOUR ACCESS TO OR USE OF THE PRODUCTS OR SERVICES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, AND DISCHARGE THE NISE TECH PARTIES FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.
18. Modifications to the Services
We reserve the right in our sole discretion to change any and all Materials and to modify, suspend or stop providing access to the Services (or any features or functionality of the Services) at any time without notice and without obligation or liability to you. You are also entitled not to use all or part of the Services, or terminate this agreement at any time.