Nanno enables people ("Users") seeking child care services for children ("Child Care Services") to find and engage, on an independent contractor basis, qualified and experienced child care providers that have satisfied the requirements of Nanno’s onboarding process ("Caregivers"). Based on information provided by Users, Nanno matches Users with Caregivers who meet the User’s criteria, and sends information about the time, date, and location of the needed Child Care Services (the "Booking") to all such Caregivers. Caregivers are matched with Users on a first-to-respond basis. Nanno does not utilize discretion in screening which Caregivers are appropriate for a User’s needs, other than applying the criteria provided by the User. Neither Nanno nor our respective employees are making a referral to, or endorsing, any individual, company or agency nor are we providing any medical, diagnostic, treatment or clinical service or engaging in any conduct that requires a professional license.
ANY CHILD FOR WHICH A USER USES NANNO TO ARRANGE CHILD CARE SERVICES (EACH A "CHILD") MUST BE A CHILD FOR WHOM THAT USER HAS THE AUTHORITY TO ORDER CHILD CARE SERVICES, IN THAT USER’S CAPACITY AS A PARENT, LEGAL GUARDIAN OR OTHER RELATIVE.
Nanno does not employ any Caregivers. Except as set forth below, Users are the potential employers of Caregivers and are responsible for compliance with all applicable employment and other laws in connection with any employment relationship they establish (such as applicable payroll, tax and minimum wage laws). We do not have control over the quality, timing, or legality of the services actually delivered by Caregivers, or of the integrity, responsibility or actions of Users or Caregivers and we neither refer or recommend Users or Caregivers nor make any representations about the suitability, reliability, timeliness, and accuracy of the services provided by Caregivers or the integrity, responsibility or actions of Users or Caregivers whether in public, private or offline interactions.
The Company may from time to time provide certain services, programs, promotions, opportunities and contests to Users and/or Caregivers ("Nanno Programs"). Nanno may at any time in its sole discretion, change, modify, add to, supplement or delete the terms and conditions of any Nanno Program, including without limitation changing the name, fees and eligibility requirements to participate in such Nanno Program. The Company will endeavor to notify you of any material changes by email, but will not be liable for any failure to do so. In any case, the liability of any of Company’s partners pursuant to such Nanno Programs shall be limited as described in these Terms of Service, including but not limited to Section 14 of these Terms of Service. The Company’s general terms and conditions for promotional offers and programs (including offers and programs where you must redeem a promotional code as part of the offer or program) that are not otherwise described or made available on the Site can be found https://www.nanno.com/programs.
We will also create targeted emails, blog content, newsletters, social media posts, etc. as part of our marketing efforts to drive awareness and adoption of the Service from both the User and Caregiver perspectives.
To be eligible to use our Services, you must meet the following criteria:
The Company conducts a background check on all Caregivers as a condition to being eligible to accept Bookings on the Site (a "Background Check"). By registering for and using the Site or Services as a Caregiver, you hereby acknowledge and agree that the Company has the right to use a third-party consumer reporting agency on an ongoing basis to use your personal information to run periodic background checks on you for the legitimate business purpose of protecting the safety and integrity of our Site and its users. The Company may order these checks when you register with the Company as a Caregiver and thereafter in connection with your continued use of our Services and/or interaction with our Site (such as by contacting or communicating with other members, posting or updating a job or profile, ordering or authorizing a Background Check, etc.).
These Background Checks are regulated by the Fair Credit Reporting Act ("FCRA"), and the background reports resulting from these services are considered "consumer reports" under FCRA. Consumer reports may contain information on your character, general reputation, personal characteristics, and mode of living, including but not limited to consumer credit, criminal history, workers' compensation, driving, employment, military, civil, and educational data and reports.
You acknowledge and agree that the Company reserves the right to terminate your membership based on the information contained in your Background Check, even if such information was subsequently dismissed. If the Company denies you membership on the Site or terminates your membership or access to the Site on the basis of information in a Background Check, we will notify you and provide you the name and contact information of the consumer reporting agency that created the report. We will also provide you a copy of the report unless the consumer reporting agency has already provided you a copy or access to it. You hereby represent, understand and expressly agree that the Company does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information included in these Background Checks. Furthermore, any inaccuracies in the report must be addressed with the consumer reporting agency that issued it and not the Company.
BY AGREEING TO THESE TERMS AND USING OUR SITE AS A CAREGIVER, YOU AGREE TO ALLOW THE COMPANY TO PERFORM THESE INTERNAL BACKGROUND CHECKS FOR THE PURPOSES DESCRIBED ABOVE. IF YOU DO NOT WANT THESE INTERNAL BACKGROUND CHECKS TO BE PERFORMED, YOU SHOULD NOT USE THE COMPANY. NO FURTHER CONSENT FROM YOU IS REQUIRED FOR THESE CHECKS TO BE PERFORMED.
By registering for and using the Site or Services as a User, you hereby represent, understand and expressly agree that all Background Checks are completed by a third party consumer reporting agency (not the Company), that the specific records searched, and the comprehensiveness of the search, varies by the type of Background Check ordered as well as the state and county where the check is performed, and that the checks are not always accurate or a complete compilation of a person's criminal history. In addition to legal and reporting system limitations of Background Checks, each check is performed with the consent of the person being checked, using information he or she provides, such as home address, social security number, date of birth, and name. If a Caregiver candidate provides incorrect information, the check might be run with inaccurate identifying data, which can impact the validity of the criminal check. Finally, criminal records are not always reported accurately or promptly, and human and electronic error can result in inaccurate or incomplete reporting. Consequently, even the most comprehensive background check offered may not disclose the existence of all criminal records in all jurisdictions. Therefore, Users agree to release, indemnify and hold harmless the Company from any loss, liability, injury, death, damage, or costs that may result from reliance on a Background Check regardless of the cause, including, without limitation, due to the inaccuracy or incompleteness of any such information.
Users contract for Child Care Services directly with the Caregiver with whom they are paired through the Site and mobile application. Users will be required to provide their credit card to the Payment Service Provider retained by the Company (the "PSP"). We will charge Users’ credit cards according to the rates for Child Care Services published on our Site and mobile application from time to time. All published rates are inclusive of the fees of the Caregivers for the Child Care Services and Nanno’s fees for usage of the Site ("Service Fees"). All Service Fees must be paid through the PSP. User authorizes the Company to provide User’s payment details to the PSP for processing of Service Fees within 24 hours after the scheduled completion of a Booking.
In order to receive payment from Users, Caregivers are required to register with the PSP, agree to Terms of Service of the PSP and go through a vetting process to set up their account with the PSP. Terms of Service between Caregivers and the PSP retained by the Company are available here: https://stripe.com/us/connect-account/legal (the "PSP Agreement"). By accepting these Terms of Service, each Caregiver agrees that they have downloaded or printed, and reviewed and agreed to the PSP Agreement. Please note that the Company is not a party to the PSP Agreement and that you, the PSP and any other parties listed in the PSP Agreement (currently, Stripe) are the parties to the PSP Agreement and that the Company has no obligations or liability to any Caregiver under the PSP Agreement.
The Company reserves the right, in its sole discretion (but not the obligation), to (i) place on hold any out of pocket expenses, or (ii) refund, provide credits or arrange for the PSP to do so, in either case with respect to both Users and Caregivers.
No refunds or credits will be provided once a User’s credit card has been charged, except that at our sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific promotions, or to correct any errors we have made.
The Child Care Services do not include medical care of any kind, including emergency care, and no part of the Service Fees constitute compensation for any medical or emergency care. If an emergency occurs while a Caregiver is with a Child, neither the Caregiver nor the Company shall be liable for any damages resulting from any act or omission of the Caregiver. Whether a Caregiver renders emergency care is at the discretion of the Caregiver. Caregivers and, if applicable Nanno, shall be entitled to the full benefit of any "Good Samaritan" laws.
The Service will be made available to you upon your registration with the Company. Without limitation, while using the Service, neither Users nor Caregivers may:
BY USING THE SITE OR THE SERVICES, YOU AGREE TO REPORT ANY ALLEGED IMPROPRIETIES OF ANY USERS OR CAREGIVERS TO THE COMPANY IMMEDIATELY VIA ELECTRONIC CORRESPONDENCE. IN THE EVENT THAT ANY ALLEGATION OF IMPROPER CONDUCT BY ANY CAREGIVER OR USER IN VIOLATION OF THESE TERMS OR OF APPLICABLE LAW, THE COMPANY WILL IMMEDIATELY SUSPEND THE ACCOUNT OF SUCH USER OR CAREGIVER PENDING A FULL INVESTIGATION INTO SUCH ALLEGATIONS.
The Service may contain profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities ("Public Areas") that allow the Company, Users and Caregivers to communicate with each other. The Company, Users and Caregivers may only use such community areas to send and receive messages and material that are relevant and proper to the applicable forum. You understand that all submissions made to Public Areas by Users or Caregivers ("Public Content") will be public and not confidential and that you will be publicly identified by your name or login identification when communicating in Public Areas, and the Company will not be responsible
You must register with the Company and create an account to use the Site and use the Service. If you are a User, you may use your account only to find care for your Children for whom you are the legal guardian. If you are a Caregiver, you may use your account only to find Bookings for yourself. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password and account number provided by you or the Company for accessing the Service. You are solely and fully responsible for all activities that occur under your password or account. The Company has no control over the use of your account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will contact the Company immediately.
By providing your mobile phone number and using the Service, you hereby affirmatively consent to Nanno and Caregivers’ and Users’ use of your mobile phone number for calls and texts in order to perform and improve upon the Service. The Company will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply.
You hereby grant the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in your Personal Information, excluding the Child Information, in any media now known or not currently known in order to perform and improve upon the Service.
Caregiver content is primarily user generated, and we do not control or vet user generated content for accuracy. Nanno does not assume any responsibility for the accuracy or reliability of any information provided by Caregivers on or off the Site.
The Company may terminate or suspend your right to use the Service at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice.
Without limitation, the Company may terminate or suspend your right to use the Service if you breach any term of this Agreement or any policy of the Company posted through the Service from time to time, or if the Company otherwise finds that you have engaged in inappropriate and/or offensive behavior. If the Company terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, the Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Should the Company find that you violated these Terms, the Company reserves the right, at its sole discretion, to immediately terminate your use of the Site and Services. By using the Site and/or Services, you agree that the Company may assess, and you will be obligated to pay, $10,000 per each day that you: (i) maintain User, Caregiver or Child information (including but not limited to, names, addresses, phone numbers, or email addresses) or copyrighted material that you scraped (either directly or indirectly in a manual or automatic manner) from the Site, or (ii) otherwise mis-use or mis-appropriate Site content, including but not limited to, use on a "mirrored", competitive, or third party site. This obligation shall be in addition to any other rights the Company may have under these Terms or applicable law. Further, in order to protect the integrity of the Site and the Services, the Company reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Site.
Even after your right to use the Service is terminated or suspended, this Agreement will remain enforceable against you.
You may terminate this Agreement at any time by ceasing all use of the Service. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
Links (such as hyperlinks) from the Service to other sites on the Web do not constitute the endorsement by the Company of those sites or their content. Such links are provided as an information service, for reference and convenience only. The Company does not control any such sites, and is not responsible for their content. The existence of links on the Service to such websites (including without limitation external websites that are framed by the Company Service as well as any advertisements displayed in connection therewith) does not mean that the Company endorses any of the material on such websites, or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites.
As part of the functionality of the Service, you may link your account with online accounts you may have with third party service providers (each such account, a "Third Party Account") by either: (i) providing your Third Party Account login information through the Service; or (ii) allowing the Company to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to the Company and/or grant the Company access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by such third party service providers. By granting the Company access to any Third Party Accounts, you understand that (i) the Company may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the "SNS Content") so that it is available on and through the Service via your account, including without limitation any friend lists, and (ii) the Company may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered Personal Information for all purposes of these Terms of Service. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Service. Please note that if a Third Party Account or associated service becomes unavailable or the Company’s access to such Third Party Account is terminated by the third party service provider, then SNS Content may no longer be available on and through the Service. You will have the ability to disable the connection between your account on the Service and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. The Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and the Company is not responsible for any SNS Content. You acknowledge and agree that the Company may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the Service. At your request made via e-mail to email@example.com, the Company will deactivate the connection between the Service and your Third Party Account and delete any information stored on the Company’s servers that was obtained through such Third Party Account, except the username and profile picture that become associated with your account.
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively "Proprietary Material") that Users see or read through the Service is owned by the Company, excluding Personal Information that the Company has the right to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. The Company owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Service without the Company's express prior written consent and, if applicable, the holder of the rights to the Personal Information. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of the Company and, if applicable, the holder of the rights to the Personal Information.
The service marks and trademarks of the Company, including without limitation the Company and the Company logos, are service marks and trademarks owned by the Company. Any other trademarks, service marks, logos and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
The Company respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Service infringe upon your copyright or other intellectual property right, please send the following information to the Company's Copyright Agent at: Nanno, Inc., 921 27th Street, Denver, CO 80205 or firstname.lastname@example.org.
USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.
THE SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICE OR THE CONTENT OF ANY SITES LINKED TO THE SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND COMPANY 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, OTHER THAN AS PROVIDED HEREIN. 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.
WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THE SERVICE WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY TASK OR SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE.
NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR CAREGIVER. ANY SCREENING OF A CAREGIVER AND HIS, HER OR ITS INFORMATION BY NANNO IS LIMITED AND SHOULD NOT BE TAKEN AS COMPLETE, ACCURATE, UP-TO-DATE OR CONCLUSIVE OF THE INDIVIDUAL'S OR ENTITY'S SUITABILITY AS A CARE PROVIDER.
NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.
COMPANY AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
Nanno is not responsible for the conduct, whether online or offline, of any User, Caregiver or other user of the Site or Services. Moreover, Nanno does not assume and expressly disclaims any liability that may result from the use of information provided on our Site. All users, including both Users and Caregivers, hereby expressly agree not to hold Nanno (or Nanno's officers, directors, shareholders, employees, subsidiaries, other affiliates, successors, assignees, agents, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners or resellers, hereinafter "Affiliates") liable for the actions or inactions of any User, Caregiver or other third party or for any information, instruction, advice or services which originated through the Site, and, to the maximum extent permissible under applicable law, Nanno and its Affiliates expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.
YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS ONLY WILLING TO PROVIDE THE SERVICE IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABLITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD COMPANY, ITS AFFILIATES, ITS LICENSORS, ITS PARTNERS IN PROMOTIONS, SWEEPSTAKES OR CONTESTS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE SERVICE, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER OR CAREGIVER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER OR CAREGIVER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY COMPANY OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION.
UNDER NO CIRCUMSTANCES WILL COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
COMPANY DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE SERVICE.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT COMPANY OR ITS PARTNERS IN PROMOTIONS, SWEEPSTAKES OR CONTESTS, AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.
You hereby agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred, in connection with (i) your use or inability to use the Service, or (ii) any content submitted by you or using your account to the Service, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of the Company.
INFORMAL NEGOTIATIONS. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to the Company. The Company’s address for such notices is Nanno, Inc., 921 27TH Street, Denver, CO 80205 Attention: Legal.
BINDING ARBITRATION. If you and the Company are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Service (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed $10,000, the Company will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and the Company may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. You and the Company agree that any arbitration will be limited to the Dispute between the Company and you individually. YOU ACKNOLWEDGE AND AGREE THAT YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" Section will be deemed null and void.
LOCATION OF ARBITRATION. Arbitration will take place in Denver, Colorado. You and the Company agree that for any Dispute not subject to arbitration for any reason, the Colorado state and Federal courts located in Denver, Colorado have exclusive jurisdiction and you and the Company agree to submit to the personal jurisdiction of such courts.
You and the Company agree that if any portion of Section 16 entitled "Dispute Resolution" is found illegal or unenforceable, that portion will be severed and the remainder of the section will be given full force and effect. Except as expressly provided otherwise, this Agreement will be is governed by, and will be construed under, the laws of the State of Colorado, without regard to choice of law principles.
The Company may from time to time provide certain promotional opportunities, sweepstakes and contests to Users. All such promotions will be run at the sole discretion of the Company, and can be activated, modified or removed at any time by the Company without advance notification and the liability of any of the Company’s partners pursuant to such promotional opportunities, sweepstakes and contests shall be limited pursuant to these Terms of Service, including but not limited to Section 14 of these Terms of Service.
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
Failure by the Company to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right, will be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws rules. This Agreement constitutes the entire agreement between you and the Company with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement will inure to the benefit of the Company, its successors and assigns.