This is the Terms of Service Agreement (the “Terms of Service” or “Agreement”) for all Web sites and mobile Web sites owned or operated by NEESAN LABS, LLC (“NEESAN LABS” or “we” or “us”) including the Web site currently located at www.NEESANLABS.com (the "Site"), any NEESAN LABS mobile application (the “NEESAN LABS Apps”) that are offered by NEESAN LABS, and any and all associated services provided by NEESAN LABS in connection with any of the foregoing (all of which, together with the Site, are collectively referred to as the “NEESAN LABS Universe” or the “Service”).
Please read these Terms of Service carefully before using the Service offered by NEESAN LABS or entering the NEESAN LABS Universe.
BY USING THE SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO ACCESSING, VISITING, BROWSING, SCRAPING OR CRAWLING THE NEESAN LABS UNIVERSE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE.
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 NEESAN LABS Universe with the new “Last Updated” date as indicated at the end of this Agreement. You are responsible for regularly reviewing these Terms of Service. Continued access to and use of the NEESAN LABS Universe following any such change means you accept and will abide by the changes. In the event of a material change that may directly affect your account, we will notify you via the most recent e-mail address that you have provided to us in conjunction with your account.
1. Acceptance of Terms
The Service is available only to individuals who are at least 13 years old. You represent and warrant (i) that you are either more than the age of majority in your jurisdiction of residence, or an emancipated minor, or possess legal or guardian consent and are competent to enter into an agreement to accept these Terms of Service and to use the Service; (ii) that all registration information you submit is accurate and truthful; and (iii) that your use of the Service does not violate any applicable law or regulation. NEESAN LABS may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
As a condition to using certain aspects of the Service, you may be required to register with NEESAN LABS by providing your email address and a password. You shall provide NEESAN LABS with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Service, which may result in immediate termination of your NEESAN LABS account. You shall not (i) select or use as an NEESAN LABS Username a name of another person with the intent to impersonate that person; (ii) use as a NEESAN LABS Username a name subject to any rights of a person or entity other than you without appropriate authorization; or (iii) use as a NEESAN LABS Username a name that is otherwise offensive, vulgar or obscene. NEESAN LABS reserves the right to refuse registration of, or cancel a NEESAN LABS Username in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your NEESAN LABS password. You shall never use another user’s account without such other user’s express permission. You will immediately notify NEESAN LABS in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
Although NEESAN LABS will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of NEESAN LABS or others due to unauthorized use.
4. Ownership of NEESAN LABS Universe and NEESAN LABS Universe Content
You agree that the Service contains NEESAN LABS Universe Content specifically provided by NEESAN LABS, its business partners and other users and that such NEESAN LABS Universe 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. The elements of the NEESAN LABS Universe Content (collectively, “NEESAN LABS Universe Content”) include without limitation, the user interface, interactive features, content, software, code, data, art, graphics, animation, photographs, images, text, music, sound effects, all audio and audiovisual elements, look-and-feel, design, layout, organization, presentation, navigation, compilation, trade dress and stylistic convention of the NEESAN LABS Universe and other materials you may view on or access through the NEESAN LABS Universe. NEESAN LABS Universe Content also includes all communication and comments made by users and any other information or material uploaded by users on the NEESAN LABS Universe. Your use of the NEESAN LABS Universe does not give you ownership of any NEESAN LABS Universe Content.
5. Use of NEESAN LABS Universe Content
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 NEESAN LABS Universe 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, and (ii) in any way that violates any third party right.
You may, to the extent the NEESAN LABS Universe expressly authorizes you to do so, download or copy the NEESAN LABS Universe Content, and other items displayed on the NEESAN LABS Universe for download, for personal use only, if you maintain all copyright and other notices contained in such NEESAN LABS Universe Content. You shall not store any significant portion of any NEESAN LABS Universe Content in any form. Copying or storing of any NEESAN LABS Universe Content for other than personal, noncommercial use is expressly prohibited without prior written permission from NEESAN LABS, or from the copyright holder identified in such NEESAN LABS Universe Content’s copyright notice.
All trademarks, logos, service marks and trade names, which includes “NEESAN LABS,” “NEESAN LABS.COM,” WAR POKER” and the “WAR POKER” logo, "PARLAY POKER" and the "PARLAY POKER" logo, “RATESTER” and the “RATESTER” logo (collectively, the “Trademarks”) displayed on the NEESAN LABS Universe or on NEESAN LABS Universe Content are registered or unregistered Trademarks of NEESAN LABS, its business partners and/or others, and may not be used unless authorized by the Trademark owner. All Trademarks not owned by us that appear on the NEESAN LABS Universe or on the NEESAN LABS Universe Content, if any, are the property of their respective owners. Nothing contained on the NEESAN LABS Universe should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the NEESAN LABS Universe.
You acknowledge and agree that your access to and use of the NEESAN LABS Universe, the NEESAN LABS Universe Content and the services provided through the NEESAN LABS Universe are valuable benefits that you receive by agreeing to and complying with the terms and conditions of this Agreement.
8. User Submissions
The Service will provide you with the ability to upload, submit, disclose, share, distribute or otherwise post (hereafter, “posting”) content such as images, videos, GIFs, metatags, discussions, messages, and comments, to the Services (the “User Submissions”).
By posting User Submissions on the NEESAN LABS Universe or otherwise through the Service, you represent and warrant that:
- You own, or have the necessary licenses, rights, consents, and permissions to use and authorize NEESAN LABS to use, all patent, trademark, copyright, or other proprietary rights in and to all User Submissions to enable inclusion and use of User Submissions in the manner contemplated by NEESAN LABS and these Terms of Service, and to grant the rights and license set forth in this Section;
- Your User Submissions, NEESAN LABS's use of such User Submissions pursuant to these Terms of Service, and NEESAN LABS'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 regulation.
- There is no need for any permission from or payment to any other person or entity, to use, and to authorize us to use, your User Submission in all manners contemplated by these Terms of Service (including the Submissions License set forth below);
- You are authorized to grant all of the aforementioned rights to the User Submissions to NEESAN LABS and all users of the Service; and
- Your User Submission and your communication thereof does not fall under Prohibited User Conduct (set forth below) and other requirements of these Terms of Service.
Submissions License. You grant to NEESAN LABS and its affiliates a non-exclusive, fully-paid, royalty-free, unrestricted, perpetual, irrevocable, fully transferable (in whole or in part), assignable, worldwide license with the right to grant and authorize sublicenses, under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control, to use, reproduce, transmit, perform, display, exhibit, distribute, index, comment on, modify, reformat, create derivative works based upon, perform and otherwise exploit your User Submission, 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 streaming now known or hereinafter devised) in connection with the NEESAN LABS Universe and NEESAN LABS's (and its successor's, transferees', sublicensees' and their respective affiliates') business, including without limitation for promoting and redistributing part or all of the NEESAN LABS Universe (and derivative works thereof), all without further notice to you, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity (the "Submissions License"). We cannot be responsible for maintaining your User Submission that you provide to us, and we may delete or destroy your User Submission at any time. You grant NEESAN LABS and its affiliates, transferees and sublicensees (and their respective affiliates) the right to use your name and NEESAN LABS Username that you submit in connection with such User Submission if they choose. 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 Submission. You also hereby grant to each user of the NEESAN LABS Universe a non-exclusive license to access your User Submission through the NEESAN LABS Universe, and to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, and perform such User Submission as permitted by the functionality of the NEESAN LABS Universe and these Terms of Service.
No Responsibility for User Submission. Except for the limited license granted above, we do not obtain or control any rights in, and do not exert editorial control over, User Submission. Nothing herein obligates us to verify, and we have not necessarily verified, the representations and warranties made by Users with respect to such User Submission.
You understand that NEESAN LABS shall have the right to reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the NEESAN LABS Universe or otherwise through the Service is the sole responsibility of the person from which such content originated and that NEESAN LABS will not be liable for any errors or omissions in any content; and that NEESAN LABS cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.
You hereby appoint us as your agent with full power to enter 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.
9. Public Forums and Communication
"Public Forum" means any area, site or feature that may be offered as part of any NEESAN LABS Universe that offers the opportunity for you to submit your User Submissions for viewing by one or more NEESAN LABS Universe users, such as discussions.
You acknowledge that Public Forums and features offered therein are for public and not private communications, and you have no expectation of privacy about your User Submission to a Public Forum. We cannot guarantee the security of any information you disclose through any of these media, nor that your User Submissions will always remain available via the NEESAN LABS Universe; you make such disclosures at your own risk.
You are and shall remain solely responsible for your User Submission you submit on or through any NEESAN LABS Universe under your NEESAN LABS Username or otherwise by you in any Public Forum and for the consequences of submitting and posting same. We have no duty to monitor any Public Forum. You understand that when using the NEESAN LABS Universe, you will be exposed to User Submissions from a variety of sources, and that NEESAN LABS is not responsible for the appropriateness, accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against NEESAN LABS with respect thereto, and agree to indemnify and hold NEESAN LABS, its parent, subsidiaries, affiliates, and/or business partners, harmless to the fullest extent allowed by law regarding all matters related to your use of the NEESAN LABS Universe.
NEESAN LABS does not endorse any User Submission, or any opinion, recommendation, or advice expressed therein, and NEESAN LABS expressly disclaims all liability in connection with User Submissions.
We owe you no obligation, and therefore may refuse, to post, deliver, remove, modify, or otherwise use or take any action with respect to your User Submission which you submit.
Please keep in mind that you are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between you and other users. NEESAN LABS will have no liability for your interactions with other users.
10. Prohibited User Conduct
You warrant and agree that, while accessing or using the NEESAN LABS Universe, you will not:
- impersonate any person or entity or misrepresent your affiliation with any other person or entity, whether actual or fictitious, including anyone from the NEESAN LABS Universe or NEESAN LABS;
- submit any materials or communicate any information that is (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (b) is bigoted, hateful, or racially or otherwise offensive; (c) is violent, vulgar, obscene, pornographic, or otherwise sexually explicit; or (d) otherwise harms or can reasonably be expected to harm any person or entity;
- use the NEESAN LABS Universe or its Service in violation of the intellectual property or other proprietary or legal rights of NEESAN LABS or any third party;
- post content that actively promotes or glorifies self-harm. This includes content that urges or encourages others to: cut or injure themselves, embrace anorexia, bulimia, or other eating disorders, or commit suicide rather than, e.g., seeking counseling or treatment, or joining together in supportive conversation with those suffering or recovering from depression or other conditions.
- submit any materials or communicate any information that is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including your User Submission that is, or represents an attempt to engage in, terrorism, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity. Illegal activities should also include any activities that would pose a direct threat to public safety;
- submit any materials or communicate any information that is commercial, business-related or advertises or offers to sell any products, services or otherwise (whether for profit), or solicits others (including solicitations for contributions or donations);
- use the NEESAN LABS Universe or Service that NEESAN LABS find, in its sole discretion, to use NEESAN LABS’s resources or User Submissions with the effect of or displacing the market for NEESAN LABS;
- post any links or content that contains pirated software, hacker programs or archives and warez sites;
- obtain or attempt to gain unauthorized access to other computer systems, materials, information, or any services available on or through the NEESAN LABS Universe through any means, including through means not intentionally made publicly available or provided for through the NEESAN LABS Universe;
- engage in spidering, “screen scraping,” “database scraping,” harvesting of content, e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on the NEESAN LABS Universe, or obtaining lists of users or other information from or through the NEESAN LABS Universe, including, without limitation, any information residing on any server or database connected to the NEESAN LABS Universe;
- use the NEESAN LABS Universe or its features and services in any manner that could interrupt, damage, disable, overburden, or impair the NEESAN LABS Universe or interfere with any other party's use and enjoyment of the NEESAN LABS Universe, including, without limitation, spamming, pinging, “flooding” servers with requests, mail bombing and piracy of software;
- use the NEESAN LABS Universe or its services in violation of any applicable law; or
- attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the NEESAN LABS Universe or its Service or try to influence/modify the voting system that is an integral part of the competitive system on NEESAN LABS.
You alone are responsible for the content and consequences of any of your activities while you are visiting or using the NEESAN LABS Universe.
11. Third Party Advertising and Sponsorship
You understand and agree that third-party advertising or sponsorship, in any commercially reasonable format, may be made available to users of the NEESAN LABS Universe, including in connection with uploaded entries. You expressly agree that you shall not be entitled to any sharing or other compensation whatsoever for any revenue generated by (or received by NEESAN LABS for) the display of any such advertisements or sponsorships.
12. Links from The NEESAN LABS Universe to Third Party Site
13. Agreement Not with App Stores
You acknowledge and agree that the availability of the NEESAN LABS app is dependent on the third party from which you received the NEESAN LABS app, e.g., the Android Market or Apple app store (each, an “App Store”). You acknowledge that this Agreement is between you and NEESAN LABS and not with the App Store. Each App Store may have its own terms and conditions to which you must agree before downloading the NEESAN LABS app from it. You agree to comply with, and your license to use the NEESAN LABS app is conditioned upon your compliance with, all applicable terms and conditions of the applicable App Store.
14. Right to Monitor and Editorial Control
NEESAN LABS reserves the right, but does not have an obligation, to monitor and/or review all User Submissions posted to the NEESAN LABS Universe or through the NEESAN LABS Universe’s services or features by users, and NEESAN LABS is not responsible for any such materials posted by users. However, NEESAN LABS always reserves the right to disclose any information as necessary to satisfy any law, regulation, or government request. NEESAN LABS shall have the right (but not the obligation) in their sole discretion to refuse to post or remove any User Submission that is available on the NEESAN LABS Universe in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind. We may also impose limits on certain features or restrict your access to part or all of the features or services without notice or penalty if we believe you are in breach of the guidelines set forth in this paragraph, our terms and conditions or applicable law, or for any other reason without notice or liability. If at any time NEESAN LABS chooses, in its sole discretion, to monitor the User Submissions, NEESAN LABS nonetheless assumes no responsibility for such User Submissions, no obligation to modify or remove any inappropriate User Submission, and no responsibility for the conduct of the user or other person or entity submitting any such User Submission.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS NEESAN LABS, AND ITS AFFILIATES AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, SPONSORS, ADVERTISERS AND REPRESENTATIVES OF ANY OF THEM FROM 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 NEESAN LABS UNIVERSE; (II) YOUR USER SUBMISSION, INCLUDING NEESAN LABS'S USE, DISPLAY OR OTHER EXERCISE OF ITS LICENSE RIGHTS GRANTED HEREIN WITH RESPECT TO YOUR USER SUBMISSION; (III) YOUR VIOLATION OF THESE TERMS OF SERVICE; (IV) YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY, INCLUDING CLAIMS THAT ANY USER SUBMISSION INFRINGES OR VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; (V) YOUR BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS; AND (VI) ANY UNAUTHORIZED USE OF YOUR ACCOUNT NOT CAUSED BY NEESAN LABS. NEESAN LABS RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER GIVING RISE TO YOUR INDEMNIFICATION OBLIGATIONS WITHOUT THE PRIOR WRITTEN CONSENT OF NEESAN LABS. NEESAN LABS WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.
16. Digital Millennium Copyright Act Take-Down Notice
NEESAN LABS has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of the designated Copyright Agent to receive Notification of Claimed Infringement ("Copyright Agent") is listed at the end of this Section.
Reporting Copyright Infringement. If you are a copyright owner or an agent thereof and believe that any User Submission or other NEESAN LABS Universe Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail).
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
- Identification of works or materials being infringed;
- Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that NEESAN LABS can find and verify its existence;
- Contact information about the notifier including address, telephone number and, if available, e-mail address;
- A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
- A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
NEESAN LABS’s Action. Upon receipt of proper notification of claimed copyright infringement, NEESAN LABS will
- remove or disable access to the infringing material;
- notify the content provider or user that it has removed or disabled access to the material; and
- that repeat offenders will have the infringing material removed from the system and that NEESAN LABS will terminate such content provider's or user's access to the Service.
Copyright Counter-Notice. If the content provider or user believes that the material that was removed or to which access was disabled is either not infringing, or the content provider or user believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or pursuant to the law, the content provider or user must send a counter-notice containing the following information to the Copyright Agent listed below:
- A physical or electronic signature of the content provider or user;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
- A statement that the content provider or user has a good faith belief that the material was removed or disabled because of mistake or a misidentification of the material; and
- Content provider's or user's name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's or user's address is located, or if the content provider's or user's address is located outside the United States, for any judicial district in which NEESAN LABS is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, NEESAN LABS may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at NEESAN LABS's discretion.
Foreign Counter-Notification. If you reside outside of the United States, please understand that filing a counter-notice may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country and/or the United States of America if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of access privileges for users who are infringers. So, if you are not sure whether content you posted on the NEESAN LABS Universe is being infringed or are otherwise unsure of whether to file a counter-notification using these procedures, we strongly recommend you first contact a lawyer knowledgeable in the laws of the United States and the State of Illinois. If you do wish to file a counter-notice, you should follow the process set forth above under the heading "Copyright Counter-Notification."
NEESAN LABS’s designated Copyright Agent to receive notification of claimed infringement is:
NEESAN LABS, LLC
ATTN: Copyright Agent
6321 West Dempster Street Suite 272
Morton Grove, IL 6005
17. Void Where Prohibited
NEESAN LABS controls and operates the NEESAN LABS Universe from offices in the United States of America. We make no representation that NEESAN LABS Universe Content is appropriate or authorized for use in all countries, states, provinces, counties, or any other jurisdictions. Not all products or services mentioned on the NEESAN LABS Universe are available to all persons or in all geographic locations or jurisdictions NEESAN LABS, its business partners and vendors reserve the right to limit the provision of their products or services to any person, geographic area, or jurisdiction they so desire and to limit the quantities of any products or services that they provide. Any content, offer or service on the website is void where prohibited and the user automatically indemnifies NEESAN LABS from any legal or statutory outcomes resulting from their decision or action. NEESAN LABS reserves the right to block access to the NEESAN LABS Universe by certain international users. When you access the NEESAN LABS Universe, you are responsible for compliance with all applicable local laws.
18. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE NEESAN LABS UNIVERSE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, NEESAN LABS, ITS, AFFILIATES AND EACH OF THEIR OFFICERS, MANAGERS, EMPLOYEES, SHAREHOLDERS, MEMBERS, MEMBERS AGENTS AND SUBCONTRACTORS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, LEGAL, STATUTORY, CONTRACTUAL, EXTRA-CONTRACTUAL, DELICTUAL OR IN TORT, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE, OR THE PARTIES' CONDUCT OR COMMUNICATION WITH ONE ANOTHER, OR AS A RESULT OF THE NATURE OF THESE TERMS AND CONDITIONS, THE NEESAN LABS UNIVERSE AND YOUR USE THEREOF OR IN CONFORMITY WITH USAGE, EQUITY OR LAW OR OTHERWISE. NEESAN LABS MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT THE ACCURACY, CORRECTNESS, RELIABILITY OR COMPLETENESS OF THIS NEESAN LABS UNIVERSE'S CONTENT, THE CONTENT OF ANY SITES LINKED TO THIS NEESAN LABS UNIVERSE, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE NEESAN LABS UNIVERSE CONTENT, (II) PERSONAL INJURY, PROPERTY, BODILY, MORAL OR MATERIAL DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF NEESAN LABS UNIVERSE (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM NEESAN LABS UNIVERSE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH NEESAN LABS UNIVERSE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY NEESAN LABS UNIVERSE CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY NEESAN LABS UNIVERSE CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE NEESAN LABS UNIVERSE.
NEESAN LABS, ITS AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, SHAREHOLDERS, MEMBERS, MEMBERS AGENTS AND SUBCONTRACTORS EXPRESSLY DISCLAIM ANY WARRANTY OR CONDITION OF ANY KIND OF FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, QUALITY, MERCHANTABILITY, WORKMANSHIP, NON-INFRINGEMENT, OR TITLE AND OWNERSHIP.
NEESAN LABS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE NEESAN LABS UNIVERSE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEESAN LABS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS ARE HEREBY DISCLAIMED.
"AS IS" AND "AS AVAILABLE" AND "WITH ALL FAULTS." YOU EXPRESSLY AGREE THAT THE USE OF THE NEESAN LABS UNIVERSE IS AT YOUR SOLE RISK. THE NEESAN LABS UNIVERSE, NEESAN LABS UNIVERSE CONTENT, AND ANY OTHER THIRD-PARTY MEDIA, CONTENT, SOFTWARE, GOODS, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE NEESAN LABS UNIVERSE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
NEESAN LABS DOES NOT WARRANT THAT YOUR ACTIVITIES IN CONNECTION WITH OR USE OF THE CONTENT IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, NEESAN LABS SPECIFICALLY DISCLAIMS SUCH WARRANTIES TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE CONTENT, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACCESS AND ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE NEESAN LABS UNIVERSE, THE SERVICES OR THE CONTENT.
19. Limitation of Liability
IN NO EVENT SHALL NEESAN LABS, OR ITS THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE NEESAN LABS UNIVERSE CONTENT (II) PERSONAL INJURY, PROPERTY, BODILY, MORAL OR MATERIAL DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF NEESAN LABS UNIVERSE (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM NEESAN LABS UNIVERSE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH NEESAN LABS UNIVERSE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY NEESAN LABS UNIVERSE CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE NEESAN LABS UNIVERSE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE, OR THE PARTIES' CONDUCT OR COMMUNICATION WITH ONE ANOTHER, OR AS A RESULT OF THE NATURE OF THESE TERMS OF SERVICE OR IN CONFORMITY WITH USAGE, EQUITY OR LAW OR OTHERWISE, AND WHETHER OR NOT THE NEESAN LABS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT NEESAN LABS SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. HOWEVER, IN NO EVENT SHALL THE TOTAL LIABILITY OF NEESAN LABS FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION AND COSTS AND EXPENSES (INCLUDING LEGAL FEES) WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, RELATED TO YOUR USE OF, OR THE INABILITY TO USE, THE NEESAN LABS UNIVERSE OR ANY OF THE NEESAN LABS UNIVERSE CONTENT OR FUNCTIONS AT THE NEESAN LABS UNIVERSE, EXCEED THE GREATER OF (I) THE AMOUNT, IF ANY, PAID BY YOU IN CONNECTION WITH YOUR ACCESS, USE AND/OR PURCHASES MADE IN THE NEESAN LABS UNIVERSE IN THE PAST THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE THAT SUCH CLAIM AROSE OR (II) USD$50.
The NEESAN LABS Universe is operated by NEESAN LABS from its facilities in the United States of America. NEESAN LABS makes no representations that the NEESAN LABS Universe is appropriate or available for use in other locations. Those who access or use the NEESAN LABS Universe from other jurisdictions do so at their own volition and are responsible for compliance with local law.
YOU RECOGNIZE AND CONFIRM THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF NEESAN LABS’ ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, PROGRAM, USER SUBMISSION OR OTHER TEXT/AUDIO/VISUAL CONTENT OWNED OR CONTROLLED BY OR LICENSED TO NEESAN LABS AND/OR ITS AFFILIATES AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY NEESAN LABS UNIVERSE, SERVICES, CONTENT, PRODUCT, PROGRAM, MUSIC, YOUR USER SUBMISSION OR OTHER TEXT/AUDIO/VISUAL CONTENT OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.
20. Interstate Nature of Communications
When you visit our NEESAN LABS Universe, you acknowledge that in using the Service to send electronic communications (including but not limited to email, search queries, uploading videos, photos and files to NEESAN LABS Universe and other Internet activities), you will be causing communications to be sent through NEESAN LABS’s computer networks, portions of which may be located in various locations in the United States and portions of which are located abroad. As a result, and because of NEESAN LABS’s network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this Terms of Service, you acknowledge that use of the service results in interstate data transmissions.
21. Special Note to International Users
NEESAN LABS may terminate, change, limit, suspend or discontinue any aspect of the NEESAN LABS Universe at any time. NEESAN LABS may restrict, suspend or terminate your access to the NEESAN LABS Universe and/or this Agreement if we reasonably believe or suspect you have acted inappropriately on the NEESAN LABS Universe or you are in breach of these Terms of Service or applicable law, or for any other reason without notice or liability. Additionally, NEESAN LABS may terminate or limit use or access privileges to the NEESAN LABS Universe of users who are repeat infringers of intellectual property rights and third-party rights. You may terminate this Agreement by contacting us at support@NEESANLABS.com. This Agreement is effective until terminated by you, or by NEESAN LABS for any reason, with or without notice. Upon any termination of this Agreement, you agree to discontinue your use and access of the NEESAN LABS Universe and to immediately destroy all materials obtained from it.
In event that the account is terminated, we will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. We may retain and continue to display Information that you post in areas of the Service that are accessible by others. Also, information that you post in such areas may be retained, copied, reposted and distributed by others.
All provisions of the Terms of Service which by their nature should survive termination shall survive termination of this Agreement or any termination of your use of or subscription of the NEESAN LABS Services, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitation of liability.
23. Apple App Store Additional Terms and Conditions
The following additional terms and conditions apply to you if you are using a NEESAN LABS app from the Apple App Store. To the extent the other terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this Section 23, the more restrictive or conflicting terms and conditions in this Section 23 apply, but solely with respect to NEESAN LABS app from the Apple App Store.
Agreement not with Apple, but Apple terms govern if more restrictive: NEESAN LABS and you acknowledge that this Agreement is concluded between NEESAN LABS and you only, and not with Apple, and NEESAN LABS, not Apple, is solely responsible for NEESAN LABS app and the content thereof. To the extent this Agreement provides for usage rules for NEESAN LABS app that are less restrictive than the Usage Rules set forth for NEESAN LABS app in, or otherwise conflicts with, the App Store Terms of Service, the more restrictive or conflicting Apple term applies.
Limited license: The license granted to you for NEESAN LABS app is limited to a non-transferable license to use NEESAN LABS app on an iOS product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.
Apple not responsible for maintenance and support: NEESAN LABS is solely responsible for providing any maintenance and support services with respect to NEESAN LABS app, as specified in this Agreement (if any), or as required under applicable law. NEESAN LABS and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to NEESAN LABS app.
No warranty from Apple: NEESAN LABS is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of NEESAN LABS app to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for NEESAN LABS app to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to NEESAN LABS app, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be NEESAN LABS’s sole responsibility.
Apple not responsible for product claims: NEESAN LABS and you acknowledge that NEESAN LABS, not Apple, is responsible for addressing any claims of you or any third party relating to NEESAN LABS app or your possession and/or use of NEESAN LABS app, including, but not limited to: (i) product liability claims; (ii) any claim that NEESAN LABS app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This Agreement does not limit NEESAN LABS’s liability to you beyond what is permitted by applicable law.
Apple not responsible for intellectual property infringements claims: NEESAN LABS and you acknowledge that, in the event of any third-party claim that NEESAN LABS app or your possession and use of NEESAN LABS app infringes that third party’s intellectual property rights, NEESAN LABS, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
24. Apple as Third-Party Beneficiary
NEESAN LABS and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.
25. Arbitration, Class Waiver, and Jury Waiver
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH NEESAN LABS, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Applicability of Arbitration Agreement. All claims and disputes arising out of, relating to, or in connection with the Terms or the use the Services that cannot be resolved informally or in small claims court will be resolved by binding arbitration on an individual basis, except that you and NEESAN LABS are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.
Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and NEESAN LABS. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and NEESAN LABS.
Waiver of Jury Trial. YOU AND NEESAN LABS WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and NEESAN LABS are instead electing to have all claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. If any litigation should arise between you and NEESAN LABS over whether to vacate or enforce an arbitration award or otherwise, YOU AND NEESAN LABS WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration and instead all claims and disputes will be resolved in a court as set forth in Section 26.
Confidentiality. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
Small Claims Court. Notwithstanding the foregoing, either you or NEESAN LABS may bring an individual action in small claims court.
Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with NEESAN LABS.
YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR THE NEESAN LABS UNIVERSE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
26. Forum and Venue
To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and NEESAN LABS agree that all claims and disputes in connection with the Terms or the use of the Services will be litigated exclusively in the United States District Court for the Northern District of Illinois. If, however, that court would lack original jurisdiction over the litigation, then all claims and disputes in connection with the Terms or the use of the Services must be litigated exclusively in the Supreme Court of Illinois, County of Cook. You and NEESAN LABS consent to the personal jurisdiction of both courts.
27. Choice of Law
The laws of the State of Illinois, other than its conflict-of-laws principles, will govern all disputes between you and NEESAN LABS, but only to the extent they are not preempted by the Federal Arbitration Act.
You agree that NEESAN LABS may assign any of its rights and licenses granted hereunder and/or transfer, sub-contract, or delegate any of its obligations under this Agreement without restriction. This Agreement is personal to you, and you may not transfer or assign it to a third party.
Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
If any part of this Agreement is determined to be invalid or unenforceable under applicable law including but not limited to the warranty disclaimers and liability limitations stated above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
NEESAN LABS may provide you with notices, including those regarding changes to these Terms of Service, by email or postings on the NEESAN LABS Universe. If Notice is by e-mail, it will be provided to the e-mail provided by you with your account information and it is your responsibility to update such account information for any changes. Notice to you will be deemed given twenty- four hours after an email is sent, unless NEESAN LABS is notified that the email address is invalid. You may provide NEESAN LABS with notices only by mail to the address indicated below:
NEESAN LABS LLC
6321 W. Dempster Street Suite 272. Morton Grove, IL 60053
This Agreement constitutes the entire agreement between you and NEESAN LABS with respect to the NEESAN LABS Universe and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and NEESAN LABS with respect to the NEESAN LABS Universe. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other business documents and records originally generated and maintained in printed form.
Any rights not expressly granted in this Agreement are reserved to NEESAN LABS.
Updated on December 21, 2021.
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