Terms & Conditions
Niloom.ai & Niloom Play
Terms & Conditions
Last updated: April 24, 2024
Here are the main points of our Terms and Conditions (“Terms”):
IBeegoo, Inc. is the owner of the Niloom.ai and Niloom Play software app. iBeegoo will be referred to as “Niloom.”.
The basic account is an Niloom account for the Niloom.ai.
You can create unlimited AR content in your Niloom account.
Creators or users are entitled to one account per person and may not register for multiple accounts with different email addresses.
Niloom.ai and Niloom Play may be referred to as the Niloom Products.
A user or customer can also download the Niloom Play mobile software application . The user may only register for one account on Niloom Play.
Niloom retains the right to delete AR or VR content and block users that violate laws or violate any of Niloom’s Terms & Conditions set forth below.
The user confirms, warrants and represents that he, she or they owns all the intellectual property rights for the content uploaded or created. Alternatively, the user, creator or customer confirms that they have secured the intellectual property owner’s written confirmation prior to uploading content to Niloom.ai.
The creator, user or customer is responsible for any content created, generated and/or uploaded to any of the Niloom Products and ensures, warrants and represents that the content does not violate any applicable laws or regulations.
Niloom will not be held accountable for any errors that can occur when using our products and services.
The user is aware that the services offered by the Niloom Products will be in constant development since this is a new and improving product.
The minimum age required to register for an account with respect to the Niloom Products is 18 years of age.
Niloom.ai is a startup company designed to democratize creation of augmented and virtual reality content for users. The Niloom Products includes two separate products. Niloom.aiis a tool to allow you to create AR or VR content and store it in your Niloom.ai account. Niloom Play is a mobile software application that is available on Google Play and the Apple Store that provides a creator of AR or VR content with a channel to display and share their AR or VR content with the world (including allowing users to play or interact with AR or VR content on their channel).
Introduction
These Terms of Service or Terms and Conditions (“Terms”) form a binding legal agreement (to mean “all legal agreements including our Privacy Policy and Terms and Conditions”) between you, as the licensee, creator, and End User (“your”, “yours”, “customer”, “consumer”, “creator”, or “user”), and Niloom.
These Terms govern your right to obtain, access and make use of the Niloom Products, including using Niloom.ai or content creation website (“ creation website”) www.niloom.ai(landing page) and Niloom Play mobile application software (the Niloom Play App).
These Terms also cover any information, text, images, animations, audio, video and other content (“content”) that you generate, create, or upload when using our services, as well as any personal data collected for the purposes of setting up an account in any of the Niloom Products. This may also be referred to as user generated content.
By making use of, accessing, or registering with any of our Niloom Products, you agree to be bound by these Terms. The Terms are triggered immediately when you use, access or register any of our Niloom Products.
Appropriate Use
Users must be at least 18 years old and not be a person barred from receiving products or services under the laws of any applicable jurisdiction. The minimum age requirement applies to all account types. Registered education institutions may contact Niloom in case they need to have users who are younger.
The Niloom Products (e.g., Niloom.ai and Niloom Play) refer to our proprietary software, code, audio, video, images, text, publications, animations and services that together represent our technology service.
Niloom reserves the right to
- change, update and/or revise any and/or all software, applications, design, content, functionality and/or delivery systems for the Niloom Products;
- Place limits on your access to or on access generally, for the Niloom Products or any of its features or functionalities without notice to you;
- Temporarily or permanently cease providing any part of the Niloom Products and/or any of the content provided therein to you or your customers.
Niloom expressly reserves the right to use content generated, uploaded and/or sent by you for branding or marketing purposes by means of social media, digital ads and/or website or any other purposes that Niloom believes are necessary.
Niloom will not replicate content created or generated by you utilizing the Niloom Products for direct commercial/selling purposes.
ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on the Niloom Products or services (including the Niloom.ai site and the Niloom Play app) are not accurate, complete or current. The material utilized in the Niloom Products is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the Niloom Products is at your own risk.
The Niloom Products may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of these ABXR Suite at any time, but we have no obligation to update any information on our sites. You agree that it is your responsibility to monitor changes to our Niloom Products
NILOOM PRODUCTS AND SERVICES DESCRIPTION
The Niloom Products and services are for your personal, noncommercial use and are intended for information and entertainment purposes only. The Niloom Products and services does not constitute legal or professional advice.
INTELLECTUAL PROPERTY OWNERSHIP
The Niloom Products and services are Niloom’s Intellectual Property or the Intellectual Property of Niloom, our licensors or licensees. All patents, copyrights, moral rights, trademarks, service marks, trade dress, and trade names and additional intellectual property rights embodied in the Niloom are owned by iBeegoo, or Niloom (or IBeegoo’s licensors or licensees. There is no transfer of title or any rights to any portion of the Niloom’s Intellectual Property to you. Different parts of the Niloom Products may not be used or exploited in any way other than as part of the ABXR Products that are offered to you. Niloom’s Intellectual Property includes copyrights in all of the software that is part of the Niloom Products, a pending non-provisional patent application and/or common law trademarks for Niloom, Niloom.ai, Nilooom Play, iBeegoo, and/or the Niloom logo.
Niloom Content & Software License – As part of these Terms of Use, Niloom grants you the use of software, content, images, animations, text, virtual items or other materials owned or licensed by Niloom while You are interacting with the Niloom Products. Niloom grants you a limited, non-exclusive, non-sublicensable, non-transferable license to access and use such software, content, images, animations, text, virtual item or other material for your personal, noncommercial use only. This license is only good for as long as the Niloom Products are made available by Niloom. You have no right to distribute, communicate to the public, make available to the public, reproduce or transform any Niloom Products and/or Niloom Intellectual Property in any media format known now or hereafter devised. The use of the Niloom Play App is controlled by the End User License Agreement (“EULA”) and these Terms and Conditions.
Although the basic account in the Niloom.ai is free, Niloom may charge creators, users or customers if they purchase enhanced Niloom.ai accounts. Similarly, Niloom may charge users or customers for downloading the Niloom Play app in the future.
The Niloom Play app is only available for download at Apple App Store or Google Play.
We reserve the right, but are not obligated, to limit the sales and use of the Niloom Products in the ABXR Suite to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer.
Niloom does not warrant that the quality of any products, services, information, the Niloom Products , or other material purchased or utilized by you in the Niloom Play account or the Niloom.ai account will meet your expectations, or that any errors in the products purchased via the Niloom Products will be corrected.
NILOOM PRODUCTS’ PROHIBITED USES
The Niloom Products are sold to enhance and improve user’s AR and VR experience and/or to assist in improving a customer or user’s product with AR and VR assets. The Niloom Products should not be utilized to violate laws or regulations.
In addition to other prohibitions as set forth in this Terms and Conditions, by agreeing to this Terms and Conditions, you are prohibited from using the Niloom Products or any of its content for any of the following purposes:
(a) for any unlawful purpose;
(b) to solicit others to perform or participate in any unlawful acts or purpose;
(c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
(d) to infringe upon or violate our intellectual property rights or the intellectual property rights of any third-parties;
(e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(f) to submit false or misleading information;
(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Niloom Products or of any related website, other websites, or the Internet;
(h) to collect or track the personal information of others; (i) to spam, phish, farm, pretext, spider, crawl, or scrape;
(i) Gather and use information, such as other users’ usernames, login information, real names, email addresses, and the like, that may be available through the Niloom Products, to transmit any unsolicited advertising, junk mail, spam, or other form of solicitation;
(j) Attempt to access, tamper with, or use non-public information, areas, servers, equipment or facilities, even if they may be part of the infrastructure used to deliver or support Niloom Products and our end users;
(k) for any obscene or immoral purpose; or
(l) to interfere with or circumvent the security features of the Niloom Products or any related website, other websites, or the Internet.
Niloom reserves the right to terminate your use of the Niloom Products or any related website for violating any of the prohibited uses.
By agreeing to these Terms and Conditions, you agree not to circumvent or disable any content protection system or digital rights management technology that is utilized within any Niloom Products.
You may not use the Niloom Products, for any advertising, soliciting funds), or for any political purpose.
You may not utilize products such as meta tags or any other “hidden text” utilizing any Niloom common law trademarks or other Niloom Intellectual Property.
You may not reverse engineer, reverse assembly, disassemble, decompile, modify or otherwise try to ascertain any product or software in the Niloom Products (e.g., Niloom.ai or Niloom Play) from a computer-readable or computer-executable form or any other form.
You may not engage in any activity that interferes with another user’s access to the products in the Niloom Products, interferes with the proper operation of the Niloom Products, or causes harm to the Niloom Products.
You may not remove or delete any notice including copyright, trade dress or trademark notices or any Intellectual Property notices of Niloom or any third-parties.
Further, you may not access or utilize any Niloom Products in an unlawful or unauthorized manner or in a manner that suggest an association or sponsorship by Niloom or its brands, or the Niloom Products and services.
If you access or acquire services, content or software of the Niloom Products, you represent and warrant that you access to and use of the services, content or software will comply with those requirements.
You also agree that you will not frame or utilize framing techniques to enclose any content of the Niloom Products (including, but not limited to, images, text or page layout). You also agree that you will not make modifications to the Niloom Products or content.
You further agree that you will not change, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party website, or otherwise use or exploit the content or Niloom Products as specifically permitted by these Terms or with prior written consent of an officer of Niloom. You will not insert any code or product to manipulate the Niloom Products or content in any way that adversely affects any user experience.
With respect to content that you utilize in the Niloom.ai site, you, the creator or user shall not:
(a) Upload, post or otherwise transmit: any content which you do not have the lawful right to copy, transmit and display (including any content that would violate any confidentiality or fiduciary obligations that you might have with respect to the content and/or the owner of the content) or any content that infringes the intellectual property rights or violated the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);
(b) Publish falsehoods, or misinterpretations that could damage us, our business, any of our affiliates, partners, end users, or any third party;
(c) Submit material (including choosing a username) that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially, ethnically or otherwise offensive, or encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; or
(d) Impersonate another person or entity.
Niloom reserves the right to investigate and prosecute violations, as we see fit, of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate the Terms. You acknowledge that we have full right and authority, but no obligation, to monitor your access to or use of the Niloom Products, for operation and maintenance, to ensure your compliance with these Terms, to comply with applicable law, rule, regulation, or administrative or judicial order, or for any other legitimate purpose.
Niloom has absolute discretion to determine whether your content is appropriate for use in our Niloom Products and/or dashboard and any user guidelines published by us. We may remove any content and/or terminate your access for uploading objectionable content, without prior notice and at our sole discretion. We will fully cooperate with any law enforcement authorities or court order lawfully requesting or directing us to disclose the identity of anyone posting, publishing or others making available content or other materials that are believed to violate these Terms. Although we might from time to time, we are under no obligation to prescreen uploaded content, and you acknowledge the possibility of seeing something you may potentially consider offensive. We also retain the right to delete content that goes against Niloom’s branding and principles. Niloom may immediately suspend or terminate the availability of the Niloom Products and content (and any elements and features of them) for any reason, at Nilooms sole discretion, and without advance notice or liability.
RESERVATION OF ALL RIGHTS NOT GRANTED AS TO CONTENT AND WEBSITE.
These Terms include only narrow, limited grants of rights to Content and to use and access the Niloom Products . No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Niloom and its licensors and other authorized third parties. Any unauthorized use of any content or the Niloom Products for any purpose is prohibited.
NILOOM ACCOUNTS
If you are of legal age, and want to use our services such as Niloom.ai or Niloom Play, you may be required to register for an account with Niloom. The registering of an account requires that you provide us with certain personal information and establish a username and password. By registering, you agree to provide accurate, current and complete information and are truthful when creating your account. It is solely Niloom’s discretion to terminate your account should we decide that the information you provide is inaccurate, incorrect or any other reason within our discretion to decide. Following registration, an activation email may be sent to you.
As a user, you alone are responsible for safeguarding your account information and password. Therefore, you alone are responsible for any activities or actions taken under your account, even if you did not authorize such actions or activities. Therefore, please safeguard your account information and/or passwords.
Niloom will not be held liable for any damages if a third-party accesses and uses your account and/or obtains any access to any information in your account and causes any damage or other loss to Niloom and/or third parties. This is whether or not you provided the access information or the third-party obtained it due to your failure to comply with these security requirements in safeguarding your account information and passwords.
Initially, a user may obtain a basic account for one or more of the Niloom Products. A creator, user or customer may upgrade their account to an enhanced account for any of the Niloom Products. An account subscription may be paid monthly or annually.
Currently, Niloom is providing users with free accounts, but in the future may charge for accounts. These Terms may be updated once final pricing is established.
.A creator may upgrade or downgrade the account based upon their needs.
Niloom reserves the right to change pricing upon written notice to users or creators.
The use of Niloom.ai or Niloom Play is limited to the user or creator and is not transferable; the user will refrain from allowing access to third parties (private, business, family or otherwise) to their account, unless obtaining Niloom’s written confirmation beforehand.
Niloom may suspend, disable or terminate your access to your Niloom accounts for our products and any of its services, features or functionalities, at our sole discretion and without prior notice to you, should you violate any of our Terms.
Niloom will not be liable to you or any of your obligations under these Terms (including, without limitation, ownership, confidentiality, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension or termination. Content deleted by the user will be permanently deleted within 30 days from all our servers.
The purpose of the Niloom accounts is to encourage easy-to-use virtual and augmented reality in people or company’s products and/or digital media channels.
Niloom holds the right to revoke any Niloom account and put it on hold in the event that we determine that you are not eligible for it. Eligibility could be affected by you having entered incorrect registration information and/or repeatedly registering for free accounts with different email addresses. By entering your payment details, you represent and warrant that you have the legal right to use any credit card/s or other payment means used by you through your account to purchase any product or service.
Account Termination
As a user, you have the right to terminate your account at any point in time. This can be done by accessing or logging onto https://app.niloom.ai/profile/user-security The account owner may then select the Delete Account option, providing their password, and the user’s, customer’s or creator’s account will be deleted. We also reserve the right to terminate users’ accounts at any point in time. Reasons for termination include, but are not limited to:
- If registration information provided by the user during the process of registration or thereafter is incomplete, inaccurate, false or misleading;
- A user is found to be registered with multiple accounts;
- A user has been found to have transferred their account to another person;
- If the selected account does not match the position of the user; or
- A user is found to be in violation of these Terms or acting in a way that goes against our Terms.
Termination or suspension can happen when we see fit and no prior notice to the user is needed.
UNSOLICITED COMMENTS
If you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise, without a request from us (collectively, 'unsolicited comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. Niloom is and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
You agree that your unsolicited comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your unsolicited comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Niloom Products or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any unsolicited comments. You are solely responsible for any unsolicited comments you make and their accuracy. We take no responsibility and assume no liability for any unsolicited comments posted by you or any third-party.
THIRD PARTIES
We will not be liable for any third-party content links. It may be the case that links are displayed to third party websites, resources, products, offerings and services not housed within the Niloom Products or the servers or computing devices contained therein and/or managed or controlled by us. We assume no responsibility for any third-party content, and you are solely responsible for, and assume all risk arising from your use, access, or reliance on any third-party content.
This includes specifically, and without limitation: (a) the availability, accuracy, quality or reliability of such third-party content; or (b) the information, products, or services available on or through such third-party content.
The existence of any third-party content in the Niloom Products or customer accounts should not be interpreted as, and does not constitute an endorsement by us of that party, its publisher, or anything related thereto.
INDEMNIFICATION
You agree to indemnify, defend and hold harmless Niloom and our affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest and expenses (including reasonable attorneys’ fees), made by any third-party that directly or indirectly, arise from or related to any claim, suit, action, demand or proceeding made or brought against Niloom, or on account of the defense, settlement or investigation, thereof on account of a) your breach or anticipatory breach of these Terms or the documents they incorporate by reference; b) your violation or anticipatory breach of any law or the rights of a third-party; c) information or material transmitted through your computing device, even if not submitted by you, that infringes or misappropriate any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; or d) any misrepresentation made by you (collectively “Claims”). You agree to cooperate as fully required by Niloom in the defense of any Claims. Niloom retains the right to unilaterally make decisions on settlements, compromise and payment of Claims and related losses. Niloom reserves the right to assume the exclusive defense and control of any Claims. You will not settle any Claims without the prior written consent of Niloom, an officer thereof, and authorized Niloom legal counsel.
USER GENERATED CONTENT/USER CONTENT
Your User Content is yours. Except as expressly granted to Niloom under these Terms, you retain your ownership rights to User Content until you decide to transfer those rights.
Use of User Content - In order for you to access or use certain the Niloom Products, or for Niloom to provide you with certain services, you may wish to upload or otherwise share User Content. Niloom personnel will not use User Content except (a) at your request or with your consent, (b) in connection with providing, supporting, securing, updating, modifying, improving, promoting or developing Offerings, or (c) in connection with legal obligations, enforcement, investigations or proceedings. Niloom does not undertake any legal obligation to monitor, pre-screen, review, flag, filter, modify, refuse or remove any or all User Content, however, Niloom reserves the right to do so, and if Niloom becomes aware and/or determines in its sole discretion that User Content does not comply with these Terms, Niloom may remove such User Content. When you provide or make accessible User Content, you authorize, and hereby grant the right and license to Niloom and its designees to use, reproduce, modify, perform and display, and distribute and make available User Content in connection with the Offerings and other activities contemplated by these Terms. The foregoing right is non-exclusive, transferable (in accordance with these Terms), worldwide, royalty-free and fully paid-up.
You (i) are responsible for ensuring that User Content and its use with any Offering comply with all applicable laws and regulations and these Terms, and (ii) warrant that User Content will not infringe or misappropriate any intellectual property or proprietary rights of any person (including privacy and publicity rights) or violate any applicable laws or regulations. You may not represent or imply to others that User Content is in any way provided, sponsored or endorsed by Niloom. You acknowledge that online services may suffer disruptions or outages, and you may not be able to retrieve User Content as a result. You are responsible for securing User Content and storing and maintaining backup copies.
Collaboration and Sharing of User Content - Some of the Niloom Products permit you to collaborate with others, including sharing or publishing User Content and accessing Third-Party Materials. If you choose to share or publish User Content, others may be able to use, sell, reproduce, modify, distribute, make available, display, transmit and communicate User Content. If you do not want that to happen, do not use the sharing, publishing or other collaboration features of the Offerings and set your permissions accordingly. Keep in mind that forums and galleries may be public, and submissions to them are generally public.
The Niloom Products may feature links to third parties that offer services, software or other materials that complement such Offering. Such links are provided as a convenience to you. Niloom does not monitor or control what such third parties will do with User Content or the third-party Materials made available through the services, software, or links. You are responsible for ensuring the appropriate level of access to User Content by any third party. If you authorize any User Content to be shared with any third party, Niloom may make available such User Content to such third party; Unity will, however, have no responsibility or liability for the actions of such third party.
WARRANTIES
The Niloom Products (e.g., Niloom.ai and Niloom Play) are provided “as available” and “as is”. You are using these products at your own risk and we do not warrant that any portion of the Niloom Products will meet your needs and requirements, will be secure, will operate without interruption, will be error free or will be free from any mistakes, malware or other potentially damaging issues. No advice or information, be it oral or written, obtained by you from us or any of our affiliates, agents, partners, employees, successors, or assigns, will create any warranty not expressly stated in these Terms.
LIABILITY LIMITATIONS
NILOOM SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE FOR CAUSES BEYOND ABXR’S CONTROL OR OTHER DAMAGE WHICH DOES NOT RESULT FROM A BREACH OF NILOOM’S OBLIGATIONS.
NILOOM WILL NOT BE RESPONSIBLE FOR ANY LACK OF FUNCTIONALITY OR FAILURE TO ANY LOSS OF CONTENT OR DATA THAT IS DUE TO YOUR EQUIPMENT, DEVICES, OPERATING SYSTEM OR NETWORK CONNECTION (INCLUDING INTERNET CONNECTION), ANY FAILURE TO COMPLY WITH COMPATIBILITY REQUIREMENTS OR ANY CONSEQUENCES RELATED THERETO.
NILOOM WILL NOT BE LIABLE FOR BUSINESS LOSSES BECAUSE THE NILOOM PRODUCTS ARE SUPPLIED FOR DOMESTIC AND PRIVATE USE. THEREFORE, NILOOM WILL NOT BE LIABLE FOR PRODUCTS FOR ANY COMMERCIAL, BUSINESS OR RESALE PURPOSE. THEREFORE, NILOOM WILL NOT HAVE ANY LIABILITY FOR ANY BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, AND/OR LOSS OF BUSINESS.
IN NO CASE SHALL , NILOOM, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE NILOOM PRODUCTS (E.G., NILOOM.AI or NILOOM PLAY), OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE ABXR SUITE OF PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE NILOOMPRODUCTS OR ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE NILOOM PRODUCTS EVEN IF ADVISED OF THEIR POSSIBILITY.
NILOOM SHALL NOT BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IN NO EVENT, SHALL NILOOM’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE AMOUNT YOU PAID FOR THE NILOOM PRODUCTS OR FOR NILOOM ACCOUNTS (OR PRODUCTS PURCHASED VIA THE NILOOM PRODUCTS) ON WHICH THE CLAIM IS BASED. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY PRODUCT WARRANTY THAT IS PROVIDED BY THE COMPANY AS THE SELLER OF A PHYSICAL OR DIGITAL PRODUCT.
DISPUTE RESOLUTION
ANY DISPUTE THAT MAY OCCUR BETWEEN YOU AND ABXR, EXCEPT FOR A SMALL CLAIMS DISPUTE, MAY BE SUBJECT TO A CLASS ACTION WAIVER. YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND NILOOM IS SUBJECT TO THE PROCEDURE DESCRIBED BELOW WHICH INCLUDES BINDING ARBITRATION. PLEASE REVIEW THE AGREEMENT IN ITS ENTIRETY TO UNDERSTAND THE DISPUTE RESOLUTION AND ARBITRATION PROVISION BELOW.
Procedure for Resolving Disputes
1) Try to Resolve Between Parties – If any claim or allegation or disagreement arises out of the Niloom Products, the Content, Your Unsolicited Ideas, these Terms or any additional terms (collective referred to as “Dispute” or “Disputes”), or to any of ABXR Suite, then you and Niloom agree to send or transmit a written notice to the other party providing a description of the Dispute along with any proposed suggestions of how to resolve the dispute. After such notice is received, Niloom and you agree to negotiate and engage in dialogue to resolve the Dispute for a period of 60 days. After 45 days of the sixty days, you and Niloom agree to escalate the dispute to final decision makers.
2) Arbitration – If the Parties cannot resolve a dispute as set forth above with the 60 days of receipt of said notice, then either Party can submit the Dispute to formal arbitration.
When the applicable 60-day period has lapsed and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then arbitration rules of JAMS. The arbitration will be heard and determined by a single arbitrator who is a lawyer with at least 15 years practicing as a member of the bar in the substantive practice area that is related to the Dispute or a retired judge. The arbitrator will administer the proceedings in accordance with the rules of JAMS. The arbitration costs will be split evenly between the Parties. In either case, the arbitrator will apply applicable law and the provisions of the Terms and any additional Terms, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue an award based on the determination. Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Niloom agree that we intend that this section satisfies the “writing” requirement of the Federal Arbitration Act.
The arbitrator(s) shall follow Delawarek law and the Federal Rules of Evidence in adjudicating the Dispute. The parties waive the right to seek punitive damages and the arbitrator(s) shall have no authority to award such damages in such arbitration proceedings. In arbitration, as with a court, the arbitrator must honor the terms of this User Agreement (and any Additional Terms) and can award the prevailing party damages and other relief (including attorneys’ fees). If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in Delaware.
LIMITED TIME TO FILE CLAIMS - TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR ABXR MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH ABOVE) WITHIN 1 YEAR AFTER THE DISPUTE ARISES, OR THE DISPUTE WILL BE FOREVER BARRED
Injunctive Relief. The provisions above do not apply to any legal action taken by Niloom to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Niloom Products, any Content, or Unsolicited Ideas and Materials and/or Niloom’s intellectual property rights (including such Niloom may claim that may be in dispute) and/or Niloom’s operations.
Small Claims. Notwithstanding anything described above, either party may bring a qualifying claim or Dispute in small claims court.
No Class Action – Disputes will only be handled individually and will not be consolidate with any other proceedings and/or disputes that involve any claim or controversy of any other party. If however, a court of competent jurisdiction or any arbitrator holds this restriction to be unenforceable or unconscionable, then our provision requiring arbitration does not apply and the Dispute must be brought exclusively in the court pursuant to the provision below.
Federal and State Courts in New York. Except to the extent that arbitration is required as described above, and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute may only be instituted in state or federal court in Delaware. Accordingly, you consent to the exclusive personal jurisdiction and venue of such courts for such matters.
SEVERABILITY
If any provision of these Terms shall be held by a court of competent jurisdiction to be illegal, invalid, void, unlawful unenforceable, the Parties hereby authorize the court to modify such provision to the minimum extent necessary to effectuate the Parties’ intentions and the remaining provisions shall be in full force and effect.
EXPORT LAWS
You agree to abide by the export laws applicable in the U.S. as well as any other applicable export laws and You agree not to transfer any of the software or code of the Niloom Products (e.g., Niloom.ai site and the Niloom Play) to any foreign national or national destination, which is prohibited by such laws.
You hereby certify that You are not a person with whom Niloom is prohibited from transacting business under applicable laws. Furthermore, You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting country”; and that (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
PROCEDURE FOR ALLEGING COPYRIGHT INFRINGEMENT
Niloom will respond to notices of copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”). If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it in the Niloom Products, a written notice may be sent that includes the following information: 1) a subject line stating "DMCA Copyright Infringement Notice"; 2) a description or identification of the copyrighted work or works that you claim is allegedly infringed; 3) a description of where (e.g., URL or portion of the Niloom Products) the material that you claim is allegedly infringed is located to allow us to locate and identify the material; 4) your full name and preferred contact information (address, email, telephone number); 5) a statement by you, made under penalty of perjury that the information in the above-described is accurate and that you own the copyright in the material (or that you are a representative of the copyright owner and authorized to act on the copyright owner’s behalf; and 6) your physical signature, or, if sent within an electronic communication (e.g., email) your typed name followed by /s/, which will serve as the electronic signature.
Niloom will only respond to DMCA Notices that it receives by mail or e-mail at the addresses below:
By Mail:
Niloom.Ai
300 Aragon Avenue, #214,
Coral Gables, FL 33134
Attention: General Counsel
By E-Mail: DMCA@niloom.ai
Niloom may elect or decide to not respond to DMCA Notices that do not comply with all of the foregoing requirements. In addition, sometimes it is difficult to determine if the copyrighted material has been infringed. Niloom may elect or decide to remove allegedly infringing material that comes to attention via notices even if the notices do not comply with the DMCA provisions. Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Niloom may send the information that you provide in your DMCA Notice to the person who provided the allegedly infringing work. In response, that person may send Niloom a DMCA Counter Notification.
DMCA Counter-Notification. If a work that you provided to Niloom is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send Niloom a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information: (1) a subject line that says: "DMCA Counter-Notification"; (2) a description of the material that has been removed and the location at which the material appeared before it was removed (e.g., URL or other identifier); (3) a statement, under penalty of perjury, that you have a good faith belief that the material was removed or as a result of mistake or misidentification of the material and/or a verification of ownership of the material; (4) your full name and preferred contact information (address, telephone number, e-mail address); (5) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for Delaware), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and (6) your physical signature, or, if sent within an electronic communication (e.g., email) your typed name followed by /s/, which will serve as the electronic signature.
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than 10 and not more than 14 business days following receipt of the DMCA Counter-Notification.
However, we will not do this if the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the ABXR Products and ABXR receives notice of the lawsuit.
Niloom may forward the DMCA Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.
CONFIDENTIALITY
Except as expressly and unambiguously permitted hereunder, you agree to hold in confidence and not use or disclose any materials or information disclosed by us, our affiliates, or our licensors, that are confidential or proprietary or which may be reasonably regarded as the confidential information of the other party (“confidential information”).
Confidential information will also include the Niloom Products and any new product information or the results of any benchmark or similar tests on, conducted by you, or divulged by you to us. You shall treat as confidential all confidential information with at least the same degree of care you use to prevent unauthorized disclosure or use of your own confidential information, but in no event less than reasonable care.
Confidential information will not include any materials or information that you can prove:
a) Is now, or later becomes, through no act or failure on your part, generally known or available to the public;
b) Is known by you at the time of disclosure as evidenced by written record, without obligation of confidentiality;
c) Is furnished to you by a third party, as a matter of right and without restriction on disclosure;
d) Is independently developed by you without a breach of these Terms;
e) Is the subject of an express written permission to disclose provided by us; or
Is disclosed in response to a valid order of a court or other governmental body.
You acknowledge and agree that breach of this Confidentiality Section of the Agreement may cause irreparable injury for which monetary damages are not an adequate remedy. Accordingly, Niloom may seek injunctive relief and any other available equitable remedies to enforce the provisions of this Confidentiality Section of this Agreement without having to post bond or prove actual damages. .
Notwithstanding anything contrary, the confidentiality provisions set forth in this section shall survive any termination of this Agreement.
ASSIGNMENT
The Terms may not be assigned by you. Niloom may assign these Terms, including by operation of law or change of control. Any attempted assignment in violation of this Section by You shall be void. These Terms shall be binding upon and shall inure to the benefit of the Parties hereto and their permitted successors and assigns. Other than permitted assignees hereof or hereunder, this Terms does not create any right or benefit enforceable by any person not a party to it.
ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
These Terms and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms).
Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
GOVERNING LAW
These Terms and any separate agreements whereby we provide you Niloom Products shall be governed by and construed in accordance with the laws of the State of Delaware.
NO WAIVER
Except as expressly set forth in these Terms, 1) no failure or delay by Niloom or you in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and 2) no waiver or modification of any term of these Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
SURVIVAL
Any provision of the Terms which may reasonably and customarily be interpreted or construed as surviving the termination of the Terms, shall survive such termination of these Terms for any reason.
FORCE MAJEURE
If either Party is delayed or prevented in the performance of any of its obligations under this Agreement by a Force Majeure event that Party shall not be liable for such delay or non-performance and the time for performance of the affected obligation shall be extended by such period as is reasonable to enable that Party, using all reasonable endeavors, to perform that obligation. “Force Majeure” means an act of nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, or any pandemic, including without limitation the pandemic known as Covid-19. The Party should notify the other Party within fifteen (15) business days of the Force Majeure event.
PRIVACY
Any personal information you provide us with (including any provided by you in connection with setting up your account) shall be governed by and subject to our Privacy Policy, which determines the collection and use of personal information and is provided at niloom.ai/legal/privacy-policy.
CONTACT INFORMATION
Questions about the Terms should be sent to us at support@niloom.ai.
