NABAROO TERMS OF SERVICE

1.  Introduction

Thank you for visiting Nabaroo.  Please read these Terms of Service and our Privacy Policy carefully, as you must agree to both documents in order to be permitted to use our Service.

2.  Definitions

Throughout this Agreement, we may use certain words or phrases, and it is important that you understand the meaning of them.  The list is not all-encompassing and no definition should be considered binding to the point that it renders this Agreement nonsensical:

“Agreement” refers to these Terms of Service;

“Nabaroo” refers to our company, known as “Nabaroo Corp.”; our Site; our Service; or a combination of all or some of the preceding definitions, depending on the context in which the word is used;

“Service” refers to the services that we provide through our Site, including the social network features of our Site and our Site itself;

“Site” refers to our website, www.nabaroo.com;

“User” refers to anyone who uses our Service, including both registered users of our Service and general visitors to our Site;

“You” refers to you, the person who is entering into this Agreement with Nabaroo.

3.  How Nabaroo Works

A 'one-stop shop' social network platform for visual artists!

http://www.nabaroo.com/about

Connect. Create. Inspire.

Meet the creatives:
http://www.nabaroo.com/creatives

Explore the artwork:
http://www.nabaroo.com/explore?sort=popular

Discussions:
http://www.nabaroo.com/discussions

Follow us on Twitter to see our daily featured artwork! https://twitter.com/NabarooApp

You retain all ownership that you have of any intellectual property you post to Nabaroo.

4.  Eligibility

In order to use our Service, you must meet a number of conditions, including but not limited to:

• You must not be in violation of any embargoes, export controls, or other laws of the United States or other countries having jurisdiction over this Agreement, Nabaroo, and yourself.  For example, if the Office of Foreign Assets Control prohibits conducting financial transactions with nationals, residents, or banks of your country, you must not use our Service.
• You must not be less than 13 years of age.
• You must not enter into this Agreement on behalf of a natural person other than yourself.
• You must, if entering into this Agreement on behalf of a person other than a natural person, be authorized by law to bind that person to this Agreement, and you hereby represent that you are binding both that person and you to this Agreement, and that both that person and you shall be jointly and severally liable for any breaches of this Agreement by either that person or you.
• You must provide us with personal information and other information that we deem necessary to provide you with our Service.

5.  Nature of Service

Unless otherwise stated, Nabaroo does not endorse or condone any of the content found on its Site.  All content posted on Nabaroo originates from third party websites and is not originally hosted here.  Although you may contact Nabaroo about any unlawful or inappropriate content and we will, where appropriate, remove it from being accessed via our Site, it will remain online unless you contact the third party website on which it is being hosted to remove it.  You agree to hold Nabaroo harmless for any loss arising from your use of our Service.

6.  Rules of Use

You must not:

• Violate the laws of the United States, its states, or any foreign political entity having jurisdiction over this Agreement, whether or not the foreign political entity is a country or a subdivision (such as a state or province) or municipality (such as a city, town, county, or region) of a foreign country.
• Post or send anything violent, threatening, pornographic, racist, hateful, or otherwise objectionable according to the opinion of Nabaroo.
• Run automated software such as “bots” to aggregate information from Nabaroo or otherwise use Nabaroo in a manner which may affect our network capacity.  Bona fide search engines running bots to index our Site are exempted from this provision.
• Infringe on anyone’s intellectual property rights, defame anyone, impersonate anyone, or otherwise violate the rights of a third party.
• Hack, crack, phish, SQL inject, or otherwise compromise the security or integrity of the Nabaroo Site, Service, or its Users’ computers.
• Do anything else which could bring Nabaroo into disrepute or violate the rights of any person.

7.  Our Copyright

Nabaroo relies on the uniqueness of its Site to distinguish itself from third parties.  Although the content posted on our Site may not be owned by Nabaroo, we may have a copyright subsisting in certain attributes surrounding the content, such as how it is arranged on our Site and, in any event, our Users must be certain that Nabaroo does not endorse the infringement of any intellectual property rights associated with the use of our Service.  You therefore agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the Site, including content submitted by third parties to Nabaroo, without receiving our prior written permission or being authorized by the relevant owner of the intellectual property to do so.

8.  Your Copyright

Nabaroo must be assured that it has the right to use the content that is posted to its Site by its Users.  Such content may include, but is not limited to, content “nabbed” from third party websites including photographs, videos, text, audio, and other materials.  Whenever submitting content to our Site, you agree that you are authorized by law to do so and that you grant Nabaroo permission to publish it and profit from its use on our Site without further consideration to you beyond granting you the right to use our Service in accordance with this Agreement.  You warrant to us that you have the right to grant us this right over the content, and that you will indemnify us for any loss resulting from a breach of this warranty and defend us against claims regarding the same.

9.  Trademarks

“Nabaroo” is a trademark used by us, Nabaroo Corp., to uniquely identify our Site, Service, and business.  Although not registered, the use of our mark is prohibited by us and we may have recourse against you for using it under the Lanham Act, state consumer protection statutes, and the common law doctrine of passing off.  You agree not to use this phrase anywhere without our prior written consent.  Additionally, you agree not to use our trade dress, or copy the look and feel of our website or its design, without our prior written consent.  You agree that this paragraph goes beyond the governing law on intellectual property law, and includes prohibitions on any competition that violates the provisions of this paragraph, including starting your own competing service.

10.  Revocation of Consent

We may revoke our consent for your use of our intellectual property, or any other permission granted to you under this Agreement, at any time.  You agree that if we so request, you must take immediate action to remove any usage of our intellectual property that you may have engaged in, even if it would cause a loss to you.

11.  Representations & Warranties

WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE MERCHANTABILITY OF OUR SERVICE OR FITNESS FOR ANY PARTICULAR PURPOSE.  YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT OR OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, NEGLIGENCE, OR ANY OTHER TORT.  TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO, IF SUCH A MINIMUM EXISTS.

YOU AGREE THAT WE ARE NOT RESPONSIBLE IN ANY WAY FOR DAMAGES CAUSED BY THIRD PARTIES WHO MAY USE OUR SERVICES, INCLUDING BUT NOT LIMITED TO PEOPLE WHO COMMIT INTELLECTUAL PROPERTY INFRINGEMENT, DEFAMATION, TORTIOUS INTERFERENCE WITH ECONOMIC RELATIONS, OR ANY OTHER ACTIONABLE CONDUCT TOWARDS YOU.

YOU AGREE THAT WE ARE NOT LIABLE FOR ANY FAILURE OF THE GOODS OR SERVICES OF OUR COMPANY OR A THIRD PARTY, INCLUDING ANY FAILURES OR DISRUPTIONS, UNTIMELY DELIVERY, SCHEDULED OR UNSCHEDULED, INTENTIONAL OR UNINTENTIONAL, ON OUR WEBSITE WHICH PREVENT ACCESS TO OUR WEBSITE TEMPORARILY OR PERMANENTLY.

THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT.  NOTHING IN THE PROVISIONS OF THIS “REPRESENTATIONS & WARRANTIES” SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.

For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law.  Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES.  FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."  YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE.  YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

12.  Indemnity

You agree to indemnify and hold us harmless for any claims by you or any third party which may arise from or relate to this Agreement or the provision of our service to you, including any damages caused by your use of our Site or acceptance of the offers contained on it.  You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases.  You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements.  In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim, and you shall be liable for the damages as though we had proceeded with a trial.

13.  Choice of Law

This Agreement shall be governed by the laws in force in the State of Delaware.  The offer and acceptance of this contract are deemed to have occurred in the State of Delaware.

14.  Forum of Dispute

You agree that any dispute arising from or relating to this Agreement will be heard solely by a court of competent jurisdiction in the State of Delaware.  Specifically, where the subject matter of a dispute is eligible for it, you agree that any disputes shall be heard solely within a Justice of the Peace Court within the State of Delaware (“Small Claims Court”).

If a dispute claims multiple claims and one or more of those claims would be eligible to be heard by the Small Claims Court, you agree not to bring the other claims against us and to instead proceed within the Small Claims Court.

If you would be entitled in a dispute to an amount exceeding the monetary jurisdiction of the Small Claims Court, you agree to waive your right to collect any damages in excess of the monetary jurisdiction and instead still bring your claim within the Small Claims Court.  At the time of drafting this Agreement, the monetary jurisdiction of the Small Claims Court is $15,000.

You agree that if a dispute is eligible to be heard in Small Claims Court but you would be entitled to an additional or alternative remedy in a higher court, such as injunctive relief, you will waive your right to that remedy and still bring the dispute within the Small Claims Court.

If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so.

You agree that the unsuccessful party in any dispute arising from or relating to this Agreement will be responsible for the reimbursement of the successful party’s reasonable attorneys’ fees, court costs, and disbursements.

15.  Force Majeure

You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

16.  Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Nabaroo shall have the sole right to elect which provision remains in force.

17.  Non-Waiver

Nabaroo reserves all rights afforded to us under this Agreement as well as under the provisions of any applicable law.  Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

18.  Termination & Cancellation

We may terminate your access to our Site and Service at our discretion without explanation, though we will strive to provide a timely explanation in most cases.  Our liability for refunding you, if you have paid anything to us, will be limited to the amount you paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to your breach of this Agreement, in which case you agree that we are not required to provide any refund or other compensation whatsoever.

Under no circumstances, including termination or cancellation of our Service to you, will we be liable for any losses related to actions of other Users.

19.  Assignment of Rights

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent.  We may assign our rights and/or obligations under this Agreement to any other party at our discretion.

20.  Amendments

We may amend this Agreement from time to time.  When we amend this Agreement, we will e-mail you to inform you that there has been a change.  Your continued use of our Service shall constitute your acceptance of any such amendments.

21.  California Users and Residents

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Nabaroo must be addressed to our agent for notice and sent via certified mail to that agent.  For our agent’s most current contact information, please send a request to [email protected].

Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

22. Corporate Information

Nabaroo is owned and operated by Nabaroo Corp., a corporation formed and duly authorized to conduct business in the State of Delaware and registered with the Department of States’ Division of Corporations under File Number 5536237.  Any service of legal or other documents should, unless otherwise provided for by this Agreement, our Privacy Policy, or applicable law, be conducted upon our Registered Agent.  For our Registered Agent’s most current contact information, please contact the Division of Corporations with our corporate name and file number or make an inquiry on their website at https://delecorp.delaware.gov.

Last Modified:  July 1, 2014