Terms of Service

Read or terms below to learn more about your rights and responsibilities as a Nicklpass user

Last Updated 07/27/2021


Nic.kl Inc. Terms of ServiceLast Updated 07/27/2021 Please read these Terms of Service (“Terms”) and Nic.kl’s Privacy Policy (the “Privacy Policy”) fully and carefully before using https://nicklpass.com (the “Site”) and the services, features, content, applications, or browser extensions offered by Nic.kl Inc. (“Nic.kl”, “Company”, “we”, “us” or “our”) (together with the Site, the “Services”). As used in these Terms, the term “you” means you, the user, and also the entity or entities whose subscription(s) or accounts you are accessing the Services as a representative of, if any (collectively, the “Enterprise”). For clarity, the “Services” do not include Publisher Content or Third-Party Services (each as defined herein).

THESE TERMS ARE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICES.

1. Acceptance of Terms of Service

a. By registering for and/or using any of the Services in any manner, you (i) agree to these Terms and all other operating rules, policies and procedures (on behalf of yourself or the Enterprise that you represent, as applicable) that may be published from time to time on or through the Services by us, each of which is incorporated herein by reference and (ii) acknowledge and consent to the Privacy Policy, each of which in clauses (i) and (ii) may be updated from time to time by us posting an updated version on the Services, with or without notice to you. Your continued use of any Service following any such change to these Terms shall constitute your acceptance of those changes.

 

b. You represent and warrant that you have the right, authority, and capacity to enter into these terms (on behalf of yourself and, if applicable, the Enterprise that you represent).

 

c. Certain of the Services may be subject to additional terms and conditions specified by us in writing from time to time (e.g., displayed within or accessible from the Services); your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

2. Order Form

Except for the Services that we allow to be accessed without creating an account or logging in (the “Unauthenticated Services”), the particular Services that you are authorized to access and use (the “Authorized Services”) shall be only as set forth in an order form entered into in writing between you and us (an “Order Form”) during the applicable subscription term specified in the Order Form (the “Subscription Term”) and only up to the number of aggregate licensed users for the Enterprise specified in the Order Form.

3. Account Creation

a. In order to use certain Services, you must create an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that:
i. All required registration information you submit is truthful and accurate; and
ii. You will maintain the accuracy of such information.

 

b. You are solely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with the above requirements.

4. Eligibility

You represent that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change the Services’ eligibility criteria at any time. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

5. Intellectual Property Rights

We own and shall own exclusively all right, title and interest in and to the Services and all content available thereon (the “Content”). Except as expressly set forth in Section 6 (subject to the other provisions of this Agreement), you shall not have any right to use any Service. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services. We do not guarantee that any Content will be made available on the Site or through the Services continuously or at all. WHILE WE ARE UNDER NO OBLIGATION TO DO SO, WE RESERVE THE RIGHT IN OUR SOLE DISCRETION TO REMOVE AND PERMANENTLY DELETE OR BLOCK ANY CONTENT FROM THE SITE OR SERVICES WITHOUT NOTICE, AND FOR ANY REASON WE DEEM SUFFICIENT.

6. License

Subject to these Terms and your compliance with these Terms, we grant you a worldwide, non-exclusive, non-sublicensable and non-transferable right and license to install, access and/or use (as applicable), solely for your own personal (or, in the case of an Enterprise, internal) purposes, (i) the Unauthenticated Services, and
(ii) during the applicable Subscription Term identified in an Order Form entered into between you and us, each Authorized Service; provided, however, that the aggregate number of users who may access the Authorized Services for your Enterprise shall not exceed the number of licensed users specified in the Order Form. Use, reproduction, modification, distribution or storage of any Service or Content other than for purposes of using the Services is expressly prohibited. You shall not sell, license, rent, or otherwise use or exploit any Service or Content for commercial use or in any way that violates any third party right.

7. Rules of Conduct.

a. As a condition of access to and use of the Services, you agree not to use the Services for any purpose that is prohibited by these Terms, and you shall not (directly or indirectly), in connection with your use of the Services, violate or infringe the rights of any other person or entity, including, without limitation, intellectual property rights, or violate any applicable law, rule or regulation

 

b. You shall not (and shall not permit any third party to) take any action, or upload, download, post, submit or otherwise distribute or facilitate distribution of any information or content that:
i. you know is false, misleading, untruthful or inaccurate;
ii. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
iii. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail;
iv. contains software viruses or any other computer code, file, or program that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
v. impersonates any person or entity, including any of our employees or representatives; or
vi. includes anyone’s identification documents or anyone else’s sensitive financial information.

 

c. You shall not (directly or indirectly): i.take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure;
ii. interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
iii. bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services);
iv. run any form of auto-responder or “spam” on the Services;
v. use manual or automated software, devices, or other processes or “crawl” or “spider” any page of the Site;
vi. harvest or scrape any Content from the Services; or
vii. otherwise take any action in violation of our guidelines and policies.
viii. decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction;ix. modify, translate, or otherwise create derivative works of any part of the Services; orx. copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

 

d. You shall abide by all applicable local, state, national and international laws and regulations.

 

e. We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:
i.satisfy any applicable law, regulation, legal process or governmental request;
ii. enforce these Terms, including investigation of potential violations hereof;
iii. detect, prevent, or otherwise address fraud, security or technical issues;
iv. respond to user support requests; orv. protect the rights, property or safety of us, our users and the public

8. Third-Party Services

a. The Services may permit you to link to, or be redirected to, websites, applications, services or resources on the Internet other than the Services, including, without limitation, those through which digital publications operated by third parties are made available (“Third-Party Services”). You acknowledge that your use of each Third-Party Service is governed by, and subject to, the terms and conditions and privacy policy of such Third-Party Service (the “Third-Party Terms”), and you represent, warrant and covenant that you will comply with them.

 

b. When you access Third-Party Services or content from them (“Publisher Content”), you do so at your own risk. Third-Party Services are not under our control and are not operated by us, and you acknowledge and agree that we are not responsible or liable for the content (including without limitation Publisher Content), functions, accuracy, legality, appropriateness or any other aspect of such Third-Party Services. The inclusion in a Service of any link to a Third-Party Service does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Publisher Content, goods or services available on or through any Third-Party Service.

 

c. You represent, warrant and covenant to us that you have and shall have, at all times during which you use any Service to manage and use login credentials or user accounts with Third-Party Services that were not provided by us, the right to use such login credentials or user accounts and to use the Services to manage and use them, and that your doing so will be compliant with, and will not result in any violation of, any Third-Party Terms.

9. Fees and Purchases

a.Fees. The fees and payment schedule for Authorized Services shall be as set forth in the applicable Order Form. You shall pay such fees in accordance with the payment terms set forth in the Order Form.

 

b. Payment. Our Services may allow you to make purchases through the Services (“Purchases”). In order to make a Purchase, you must use a valid credit card, a payment account linked to your Account on the Services, or other payment method accepted by the Services (which may change from time to time in Company’s sole discretion) (your “Payment Method”). Please note that any payment terms presented to you in the process of making Purchases are deemed to be a part of these Terms. We use a third-party payment processor (the “Payment Processor”) to allow you to pay for Purchases. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for errors by the Payment Processor. We may charge a processing service fee for Purchases based on your Payment Method and our given Payment Processor (“Service Fees”). By choosing to make a Purchase, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for such Purchase in accordance with your Payment Method, including Service Fees, and you authorize us, through the Payment Processor, to charge your Payment Method. You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

 

c.Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR PAYMENT METHOD. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR PAYMENT METHOD CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR PASSWORD.

10. Indemnification

You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, Third-Party Services or Publisher Content, your violation of these Terms or an Order Form, or infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity. We reserve the right, at your sole cost and expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will reasonably assist and cooperate with us in such defense at your own expense.

11. Warranty Disclaimer

a. We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding what Content or Publisher Content you access via the Services, or how you may interpret or use the Content or Publisher Content. We make no representations concerning any Content or Publisher Content contained in or accessed through the Services, and we will not be responsible or liable for their accuracy, copyright compliance, or legality.

 

b. THE SERVICES, CONTENT AND PUBLISHER CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY US TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR PUBLISHER CONTENT OR SOFTWARE AVAILABLE ON OR THROUGH THE SERVICES IS ACCURATE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

 

c. If any applicable authority holds any portion of this Section 11 to be unenforceable, then our liability will be limited to the fullest extent permitted by applicable law. You may have other rights, which vary from jurisdiction to jurisdiction.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, OR OUR OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR ANY PUBLISHER CONTENT (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), OR PERSONAL INJURY OR PROPERTY DAMAGE, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OTHER MALICIOUS CODE OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (C) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE GREATER OF (I) THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH LIABILITY FIRST AROSE OR (II) $50.00. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION 12 TO BE UNENFORCEABLE, THEN OUR LIABILITY SHALL INSTEAD BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

13. ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

a.Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. The location of the arbitration shall be the Borough of Manhattan, City of New York, New York. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. 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 Services or these Terms must be filed within one (1) year after such cause of action arose or be forever banned.

 

b. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void.

14. Miscellaneous.

a.Modification. The Services and their integration with Third-Party Services are subject to change. We reserve the right, in our sole discretion, to change, suspend, or discontinue the Services or any part thereof (including without limitation, the availability of any feature, database, content or integration) at any time, without liability to you. We may also impose limits on certain features and Services or restrict your access to parts or all of the Services without notice or liability.

 

b. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions thereof.

 

c. Entire Agreement and Severability. These Terms and your Order Form (if any) are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

 

d. Force Majeure. We shall not be liable for any delay in performing, or failure to perform, our obligations hereunder where such failure results from an act of war, hostility, or sabotage, natural disaster, act of God, epidemic, pandemic, mechanical, electrical, internet, or telecommunication outage, failure or degradation, government restrictions (including the denial or cancelation of any export, import or other license), or other cause beyond our reasonable control.

 

e. Assignment. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

 

f. Independent Contractor Relationship. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.

 

g. Notices. Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when delivery is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices may be sent to you at the email address that you associate with your Account or via at the email address or physical address specified in your Order Form (if applicable). Electronic notices to Company should be sent to info@nicklpass.com.

 

h.No Waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future.In order for any waiver by us of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

 

I. Headings. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

 

J.Contact. You may contact us at the following address:
Nic.kl Inc.
1800 Arch St. 4th Floor C/O NIC.KL
Philadelphia, PA 19103
info@nicklpass.com

 

K. Termination and Survival. Except to the extent you have a currently effective Order Form with us with respect to Services, we may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. Sections 5, 8, 9 and 10-14 (inclusive) of these Terms shall survive any expiration or termination of these Terms, your Order Form or your access to or use of the Services.