NicheIQ Website Terms of Service
Last updated: June 27, 2023
Welcome to NicheIQ! These Terms of Service (“Terms of Service
”) apply to your (“User
,” or “your
”) use of the NicheIQ platform, including use of the NicheIQ website (www.nicheiq.com
”), content creation platform, applications, services, tools and features, and such other websites, products, and services that may be introduced in the future (collectively, and together with the Website, the “Services
”). By using the Services, you agree that these Terms of Service will become a legally binding agreement between you and Ezoic Inc (“NicheIQ
,” or “us
The Services are not intended for use by anyone under the age of 18 years old. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and have the full right, power and authority to agree to and be bound by these Terms of Service and to fully perform all of your obligations hereunder.
The Company may, in its sole discretion, revise and update these Terms of Service from time to time and you agree to such revisions by your continued use of the Services. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
1. Overview of Services
NicheIQ is an online suite of SEO tools developed, tested and designed to help digital publishers drive traffic and create content their users want. The Service is designed to help alleviate the demand publishers face for needing more time, resources and money to accomplish better ranking, site health and content performance goals by giving publishers their own virtual content research scientist. The content on the Service may include, but is not limited to, images, graphics, text (e.g., input, output, comments and scripts), branding (e.g., trademarks, trade names, logos or other service marks), videos, audio (e.g., music, recordings and other sounds), metrics, interactive features, software, and other materials whether provided by you (such content provided by you is referred to herein as “User Content”), Company, its affiliate or a third-party (collectively, "Content”). Company may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for all your Content, including for ensuring that it does not violate any applicable law, the rights of another party or these Terms of Service.
2. Accounts and Account Security
By creating an Account, you agree to accept responsibility for all activities that occur under your account or password. You are prohibited from registering multiple accounts for your own use and from registering accounts on behalf of any other person or entity unless expressly authorized by such person or entity to do so. You also acknowledge that your account is personal to you and agree not to provide any other person with access to your Account, the Services or portions thereof using your Account credentials or other security information. You must immediately notify the Company of any unauthorized use of your Account or any breach of security. The Company will not be liable for any loss or damage arising from the unauthorized use of your Account and you may be liable for the losses of the Company due to such unauthorized use.
You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact us and provide details of the vulnerability or breach.
3. License and Access to the Services
- In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- To reproduce, distribute, modify, monetize, create derivative works of, publicly display, publicly perform, sublicense, republish, download, store or otherwise make available the Services to any third party.
- To copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Services, or any part thereof.
- For purposes of building or marketing a competitive product.
- For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Service.
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services, or expose them to liability.
Additionally, you agree not to:
- Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
- Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
- Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.
- Use any device, software or routine that interferes with the proper working of the Services.
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer or database connected to the Services.
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Services.
The Company does not support and will not tolerate its Services being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin. You are not permitted to use the Services in a manner which would or would likely incite, promote or support such discrimination and you must not use the Services to incite or promote hostility or violence.
4. Availability of the Services
We reserve the right to withdraw or amend the Services, in our sole discretion without notice. We further reserve the right to withdraw or revoke at any time, with or without cause, any link to the Services or a Production without notice. We will not be liable if for any reason all or any part of the Services or a Production is unavailable at any time or for any period or indefinitely. From time to time, we may restrict access to the Services, in part or in whole, to users, including users with registered Accounts.
We have the right to disable or terminate any Account or User, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Service, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content of the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.
5. Paid Services and Other Terms and Conditions
Certain Services may be provided to you free-of-charge from time to time. Other Services may be accessed only after you have successfully subscribed to a subscription plan (“Paid Services
”) which is subject to a payment of fee(s) as may be determined by the Company from time to time (“Fee
”) which shall be made via credit card or such other payment method as accepted by the Company (“Payment Method
”). The Company shall reserve the right to introduce further Paid Services from time to time at its own discretion. All Fees are quoted in United States Dollar (USD) unless otherwise specified by the Company. The Fee is exclusive of all taxes, which shall be borne by you. Paid Services are subject to our Paid Services Agreement
, which is incorporated herein by reference.
We reserve the right, in our sole discretion, to change, amend, modify or vary the price, package and/or features of any free-of-charge Services and/or the Paid Services, including the Paid Services Agreement, at any time, with or without notice to you.
Additional terms and conditions may also apply to specific portions, services, or features of the Services. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service.
6. Account Deletion
To delete your Account, you can contact us at firstname.lastname@example.org. We will respond to requests without undue delay. Upon deletion of your Account, you may continue to use any Content created by you via the Services as of the date of Account deletion, provided always that such use must be in compliance with these Terms of Service.
7. Company Intellectual Property Rights
The Company owns all content, data, software, inventions, ideas and other technology and intellectual property that it develops in connection with the Services and its products. Except as expressly set out in these Terms of Service, all intellectual property rights in and to the Services, remain the sole property of the Company and its licensors. You assign to the Company any suggestions, ideas, enhancement requests or other feedback you provide to the Company related to the Services or the Company’s products.
The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Website or used in connection with the Services are the trademarks of their respective owners.
9. User Content
All Content must comply with the Content Standards set out in these Terms of Service.
You understand and acknowledge that you are responsible for any Content that you transmit, share, generate, post or otherwise use in connection with the Services, and that you, not the Company, have fully responsibility for such Content, including its legality, reliability, accuracy and appropriateness. If any Content is alleged to be unlawful or otherwise in breach of these Terms of Service, you acknowledge that the Company may disclose such content to law enforcement or other governmental authorities.
You represent and warrant that (i) you own all rights, title, and interest in and to your Content or that you have otherwise secured all necessary rights in your Content as may be necessary to permit the access, use and distribution thereof as contemplated by these Terms of Service, (ii) the use of the Content in connection with the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person, and (iii) the Content complies with the Content Standards and these Terms of Service. You further represent and warrant that your use of the Services and your Content is in compliance with all applicable laws, rules and regulations, including, without limitation, any applicable laws governing privacy rights and the use and processing of personal information.
Due to the nature of machine learning and the Services, output may not be unique across users and the Services may generate the same or similar output. Responses that are requested by and generated for other users are not considered your Content. Further, artificial intelligence and machine learning are rapidly evolving fields of study and given the nature of machine learning, use of our Services may in some situations result in incorrect output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any output as appropriate for your use case, including by using human review of the output.
Content, including input that you use to create Conent, will be considered non-confidential and non-proprietary. You grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns a perpetual, royalty-free, sublicensable, license to display, host, copy, store, use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties such Content for any purpose.
We are not responsible, or liable to any third party, for the content or accuracy of any input or Content. You are responsible for any Content that you generate using the Services. The Company assumes no liability for any Content related to your use of the Services. If such Content is alleged to be unlawful or otherwise in breach of these Terms of Service, you acknowledge that the Company may disclose such Content to law enforcement or other governmental authorities or as otherwise needed.
10. Content Standards
These content standards apply to any and all Content and use of the Services. Content must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, Content must not:
- Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote or assist any unlawful act.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
In addition, by using the Services, the User agrees to follow the guidelines below:
- User shall not use the Services to create any unlawful or harmful Content;
- User shall not generate or disseminate false or misleading information, propaganda and/or content (including by attempting to create images of public figures);
- User shall not generate content that violates, or promotes activities that violate, any applicable local laws or regulations;
- User shall not generate or disseminate personally identifiable information which infringes others’ privacy rights;
- User shall not generate content that defames, disparages or otherwise harasses others;
- User shall not generate content for any use intended to, or which has the effect of, discriminating against or harming any individuals or groups;
- User shall not generate content to create sexually explicit or pornographic material.
11. Monitoring and Enforcement: Termination
We have the right to:
- Remove or refuse User Content or any Production for any or no reason in our sole discretion.
- Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for the Company.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
- Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Service.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot review all material created using the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or Content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
You may be given access to Confidential Information of Company, its affiliates and other third parties. “Confidential Information” means nonpublic information that Company or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that you already knew or was in your possession prior to your use of the Services, that becomes generally available to the public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party on a non-confidential basis. You may use Confidential Information only as needed to use the Services as permitted under these Terms of Service. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Company and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
13. Copyright Infringement
Individuals or copyright holders concerned with content served through the Services may submit a complaint for investigation to the Company. The Company does not accept abuse complaints submitted over the telephone. You may mail your complaint to:
Attn: Abuse Department, Flickify
6023 Innovation Way, Suite 200
Carlsbad, CA 92009, United States
Please provide detailed information supporting your complaint as well as an affidavit attesting to its validity. By submitting a complaint, you acknowledge that, at the Company’s sole discretion, copies of the complaint may be provided to any user whose content is the subject of the complaint, such user’s hosting provider, and/or provided to third party services such as ChillingEffects.org.
14. Reliance on Productions and Information Available Through the Services
WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY USER CONTENT, ANY PRODUCTION OR ANY RELIANCE PLACED ON SUCH USER CONTENT OR PRODUCTION BY YOU OR ANY THIRD PARTY. We may update the Services from time to time, but the content available through the Services is not necessarily complete or up-to-date. Any of the material available in connection with the Services may be out of date at any given time, and we are under no obligation to update such material.
We do not warrant the accuracy, completeness or usefulness of this information or of any Production (including, without limitation, of any content incorporated therein). Due to the nature of artificial intelligence and machine learning technologies that are utilized to provide the Services, there is a heightened probability that Productions may include incomplete, inaccurate, out-of-date, or irrelevant information. Furthermore, due to the nature of the technology, the Services may generate the same or similar Productions for multiple users and a Production may include content that is owned by a third-party. We are under no obligation to correct, update, remove, or otherwise modify information or content available through the Services or incorporated in a Production. We do not review Productions for uniqueness, nor do we evaluate Productions to determine whether any third-party intellectual property has been incorporated into such Production.
FOR EACH PRODUCTION, IT IS YOUR RESPONSIBILITY TO VERIFY (i) THE ACCURACY OF ANY CONTENT INCORPORATED THEREIN; (ii) THE APPROPRIATENESS OF THE PRODUCTION FOR YOUR INTENDED USE, AND (iii) WITH RESPECT TO THE INTENDED USE, WHETHER ANY CONTENT REQUIRES THE CONSENT OF ANY THIRD-PARTY.
Any reliance you place on the Services, a Production, or any information available through the Services is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any third party.
The Services may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
15. Information About You and Your Use of the Services
16. Paid Services and Other Terms and Conditions
All purchases through our site or other transactions for the sale of Services, or as a result of visits made by you, are governed by our Paid Services Agreement
, which terms are hereby incorporated into these Terms of Service.
Additional terms and conditions may also apply to specific Services or products offered by the Company. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service.
17. Links from the Website; Third Party Services
If the Website or Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
18. Geographic Restrictions
The owner of the Website and Services is based in the United States. We make no claims that the Website, Services or any related content is accessible or appropriate outside of the United States. If you access the Website or Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
19. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that the Services or files available for downloading from the internet or the Website or Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR THE SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR THE SERVICES OR TO YOUR DOWNLOADING OF ANY CONTENT OR MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND THE SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR USE OF THE SERVICES IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND THE SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR USE OF THE SERVICES (INCLUDING ANY CONTENT GENERATED USING THE SERVICES) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE OR THE SERVICES OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR SERVICES, INFRINGEMENT OF THE RIGHTS OF ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF COPYRIGHT, AS A RESULT OF THE USE OF OUR SERVICES, OR ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT AND THE SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR USE OF THE SERVICES (INCLUDING ANY CONTENT GENERATED) WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE, ITS CONTENT AND THE SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR USE OF THE SERVICES (INCLUDING ANY CONTENT GENERATED) WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
YOU HEREBY RELEASE AND FOREVER DISCHARGE US FROM, AND HEREBY WAIVE AND RELEASE, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE), THAT HAS ARISEN OR ARISES DIRECTLY OR INDIRECTLY OUT OF, OR RELATES DIRECTLY OR INDIRECTLY TO, YOUR USE OF THE WEBSITE AND/OR SERVICES, ANY CONTENT GENERATED USING THE SERVICES, ANY INTERACTIONS OR TRANSACTIONS OF YOU WITH, OR ACT OR OMISSION OF YOU IN RELATION TO OTHER USERS.
20. Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ITS CONTENT AND THE SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR USE OF THE SERVICES (INCLUDING ANY CONTENT GENERATED), ANY WEBSITES LINKED TO THE SERVICES, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR USE OF THE SERVICES OR SUCH OTHER WEBSITES, ANY CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY SHALL NOT BE LIABLE FOR THE CONTENT 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.
To the full extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your use of and access to the Services, including, but not limited to, an User Content; (ii) your violation of any of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) your violation of applicable laws or regulations; or (v) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive the termination of these Terms of Service and/or your use of the Services. The Company reserves the right to assume the 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.
22. Governing Law and Jurisdiction
All matters relating to the Services and these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the County of San Diego, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
At Company’s sole discretion, it may require you to submit any disputes arising from these Terms of Service or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law.
24. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
25. Waiver and Severability
No waiver of by the Company of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
We welcome your questions, comments, and feedback and other communications relating to the Services. You can contact us at NicheIQ, 6023 Innovation Way, Suite 200, Carlsbad, California 92009, United States.