Terms of Service
The following terms and conditions ("Terms of Service" or these “Terms”) are a legal agreement between you and Nabley, Inc, (“Nabley”), and govern your access to, and use of, the Nabley.org website (the "Website"), you downloading or installing the Nabley mobile application (the “App”), and your use of any of the services offered by Nabley (collectively with the Website and the App, the “Services”).
By downloading the App, or by accessing, browsing, or otherwise using the Website, you agree to be bound by these Terms and any of the related policies or guidelines, including any subsequent changes or modifications to them and that you have the authority to enter into these Terms personally or on behalf of the third party you have named as the user. The term “you” refers to the individual or legal entity identified as the user when you registered for the Services. If you do not agree to these Terms or any changes, do not access or otherwise continue to use this Services.
These Terms of Service include a class action waiver and a waiver of jury trials and require binding arbitration on an individual basis to resolve disputes.
These Terms of Service limit the remedies that may be available to you in the event of a dispute.
In order to access certain features of the Services you may be required to register for an account (“Account”). In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) of legal age to form a binding contract; and (ii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify Nabley immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or Nabley has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Nabley has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Nabley reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Nabley, or if you have been previously banned from use of any of the Service.
The Nabley Services provide a digital platform to manage and organize groups of users, neighbors, community organizations and social groups. The Services may be used by organizations (each an “Organization”), group of users (each a “Neighborhood Group”), Neighborhood Group participants (each a “Neighbor”), or other members of a Neighbor’s household (each a “Household Member”). Neighbors refers to Nabley users that are either over the age of 13, or the parent or legal guardian of a Nabley user who is under the age of 13. The Services may be offered by Nabley itself, or through one or more of the Organizations or Neighborhood Groups who offer a branded version of the Services (an “Organization Site”) to their Neighbors. Organizations’ and Neighborhood Groups’ use of the Services may be subject to supplemental terms agreed to directly with Nabley that alter these Terms. Neighbors’ and Household Members’ use of the Services may be subject to terms and/or policies of the third-party Organization or Neighborhood Group through whom the Services are made available. Nabley is not responsible for the practices of Organizations or Neighborhood Groups that Nabley does not own or control. If you are a Neighbor or Household Member with questions regarding any of the additional polices or agreements contained on an Organization Site, please contact the related Organization or Neighborhood Group directly.
Nabley Payments Service
Unless otherwise clearly stated, Nabley does not provide payment processing services. As a convenience for you, Nabley may provide a link to launch to a third-party who you may elect to use for payment processing services. The use of this service completely optional and any third-party payment processing is not endorsed nor sponsored by Nabley. Payment processing services are provided by a third party and are subject to the terms and/or policies of the third-party provider through whom the payment processing services are made available. By agreeing to the Terms of Service or continuing to utilize Nabley you agree that Nabley is not responsible for, and has no role in, the relationship between you and any third-party payment processing services. You are independently responsible for complying with all applicable laws in all of your actions related to your use of any third-party payment processing service, regardless of the purpose of the use.
You may not use the Nabley for activities that:
Violations of the Terms
We encourage you to report violations of these Terms to Nabley immediately. If you have a question about whether a type of usage may violate the Terms, you can email Nabley at terms@Nabley.org.
Nabley and its licensors own all rights, title, and interest in the Services (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Nabley.
You are not conveyed any other right or license, by implication, estoppel or otherwise, in or under any patent, trademark, or proprietary right of Nabley or any third party. Any unauthorized use of the Services will terminate the permission or license granted by Nabley to you under this Terms of Service and may violate applicable law, including but not limited to copyright laws, trademark laws (including trade dress), and communications regulations and statutes.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Nabley (“Feedback”) is at your own risk and that Nabley has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Nabley a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights. Additionally, if you provide reviews or quotes about any of the Services to Nabley (“Reviews”), you hereby grant Nabley a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner and all Reviews and to include your first name in connection with Nabley’s use of the any such Review.
You are legally responsible for all data, content or other information ("User Content") uploaded, posted or stored through your Account or on your Organization Site or otherwise through your use of the Services. You are responsible for any User Content that may be lost or unrecoverable through your use of the Services. You must provide all required and appropriate warnings, information and disclosure. Nabley does not control the User Content posted via the Services and as such, does not guarantee the accuracy, integrity or quality of such content. Nabley reserves the right, in its sole discretion, without notice at any time, to (a) review the User Content posted via the Services; (b) edit, remove or refuse to post any User Content, in whole or in part, for any or no reason in Nabley’s sole discretion; (c) take any action with respect to any User Content that we deem necessary or appropriate in Nabley’s sole discretion, including if we believe that such User Content violates these Terms of Service, 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 Nabley; (d) 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; (e) disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process or governmental request; (f) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and (g) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, your violation of these Terms of Service or any other agreement between you and Nabley.
You acknowledge and agree that the availability of the App is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that these Terms are between you and Nabley, and do not involve the App Store company. Nabley, not the App Store, is solely responsible for the App, including the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance and intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the App. You acknowledge that the App Store company and its subsidiaries are third-party beneficiaries of the Terms and will have the right to enforce them.
You are solely responsible for your activities on the Services, including all content that you submit or a third party submits on your behalf or using your account. You agree to indemnify Nabley and its shareholders, directors, officers, employees, agents, successors and assigns against any and all third party claims, actions, demands, suits and all related losses, liabilities, damages, penalties, costs and expenses (including, but not limited to, reasonable attorneys' fees) incurred by an indemnified party arising out of or related to: (a) any violation of law or regulation from your use of the Service, (b) any actual or alleged breach by you of any obligations, representations, warranties under this Terms of Service, including violations of the Conduct Policy; and (c) any actual or alleged infringement or misappropriation of the intellectual property rights of any third party by any data, text, photographs, graphics, messages, ratings, forum postings, comments or other materials (collectively, "User Content") that you submit or a third party submits on your behalf or using your account.
Nabley content includes content submitted by other users. Nabley takes no responsibility for any damages, injuries or other consequences that occur from you using Nabley content. Nabley takes no action to filter or authenticate user input content. You and you alone must decide how you use this content. You accept all responsibility and release Nabley from any liability arising out of or relating to your use of such content.
Trademarks and Service Marks
"Nabley," "Nabley.org" and Nabley's logos are trademarks, service marks or registered trademarks of Nabley, Inc. or its suppliers and licensors, and may not be copied, used or imitated, in whole or in part, without the prior written permission of Nabley or its suppliers or licensors. You may not use meta tags or any other "hidden text" using any of the above-referenced marks without Nabley's permission. Additionally, all page headers, graphics, icons, and scripts are service marks, trademarks, and/or trade dress of Nabley, and may not be copied, imitated, or used, in whole or in part, without Nabley's prior written permission. All other Nabley names or logos mentioned on the Service, or any other trademarks, registered or otherwise, are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Nabley.
Advertisements, Links and Third-Party Content
Nabley or third parties may provide advertisements and links on the Services related to other sites or content. Nabley has no control over such sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the quality, content, nature or reliability of sites or content linked to by the Service. Nabley provides advertisements and links to you only as a convenience, and the inclusion of any advertisement or link on the Services does not imply Nabley’s affiliation, endorsement, or adoption of the advertised or linked site or any information therein. When you leave the Service, Nabley’s terms and policies no longer govern. You should review applicable terms and policies, including the privacy and data gathering practices, of any third-party sites.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY OR DOWNLOADED OR ACCESSED FROM OR THROUGH THE SERVICES, IS AT YOUR SOLE RISK. NABLEY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, SERVICES, AND ALL CONTENT AVAILABLE THEREIN THE SITE. NABLEY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, CURRENT, RELIABLE OR ERROR-FREE.
Nabley is not responsible for typographical errors or omissions. We cannot and do not represent or warrant that the site or its server(s) are free of viruses or other harmful components, including content that is posted by third parties. You should use industry-recognized software to detect and disinfect viruses from any download.
IN NO EVENT SHALL NABLEY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES THEREIN OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA.
NABLEY'S AGGREGATE LIABILITY FOR ANY ACTUAL AND DIRECT DAMAGES HEREUNDER SHALL NOT EXCEED THE LESSER OF AMOUNTS YOU PAID TO NABLEY DURING THE PRIOR 12 MONTH PERIOD OR $100.
You acknowledge that the above limitation of liability is a reasonable allocation of risk for your use of the Services and is a fundamental element of the basis of the agreement between you and Nabley. Nabley would not be able to provide the App or the Services on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Nabley’s suppliers as well.
Some jurisdictions do not allow the limitation or exclusion of certain warranties, conditions or damages, so some of the above exclusions may not apply to you.
All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms, use of any product or service provided by Nabley, or related to the processing of personal data, that cannot be resolved informally or on an individual basis in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Section 18 (this “Arbitration Agreement”). Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and Nabley, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services provided under the Terms.
Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Nabley should be emailed to: firstname.lastname@example.org After the Notice is received, you and Nabley may attempt to resolve the claim or dispute informally. If you and Nabley do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
Arbitration shall be initiated through the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The JAMS Streamlined Arbitration Rules (the “JAMS Rules”) governing the arbitration are available online at https://www.jamsadr.org/. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
If you or Nabley pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the JAMS Rules for the pertinent claim.
If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Nabley, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim (including any claim regarding the enforceability of this Arbitration Agreement or any unconscionability in connection with these Terms). The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the JAMS Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Nabley.
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Nabley in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable with regards to any particular subject matter by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect with regard to such specific subject matter and shall be severed and the remainder of the Agreement shall continue in full force and effect.
Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
This Arbitration Agreement will survive the termination of your relationship with Nabley.
Notwithstanding the foregoing, either you or Nabley may bring an individual action in small claims court.
Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Franklin County, Ohio for such purpose.
Please read this Conduct Policy carefully. It governs your conduct while using the Services.
Any violation of this policy may result in the suspension or termination of your access to the Services and such action as Nabley deems appropriate. Indirect or attempted violations of this policy, and actual or attempted violations by a third party on your behalf, shall be considered violations of the policy by you.
The following non-exhaustive list describes the kinds of illegal or harmful conduct that are prohibited on the Service.
System and Network Security
You are prohibited from violating the security of any system or network comprising the Service. Such violations may result in criminal and civil liability. Examples of system or network security violations include, without limitation, the following:
If you want to report any violations of this Conduct Policy, please contact us at: terms@Nabley.org.
You hereby release Nabley and its successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services or any interaction between you and any other user of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Nabley’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Nabley shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Ohio, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
Where Nabley requires that you provide an e-mail address, you are responsible for providing Nabley with your most current e-mail address. In the event that the last e-mail address you provided to Nabley is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Nabley’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Nabley at the following email address: email@example.com.
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Nabley are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Nabley services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Your use of, and participation in, certain Services may be subject to additional terms and such terms will either be listed in the Terms of Service or will be presented to you for your acceptance before you use the supplemental Service.
Please note that the Terms are subject to change by Nabley in its sole discretion at any time. When changes are made, Nabley will make a new copy of the Terms of Service available on the Website. We will also update the “Last Updated” date on the Terms of Service. If Nabley makes any material changes, and you have registered with us to create an Account, Nabley will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Terms. Nabley may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).
Last Updated: May 8, 2020