Terms and Conditions of Use

Terms and Conditions of Use

The following Nicker Terms and Conditions of Use (the “Terms”) form a binding agreement between you and Mountain Meadow Ventures, Ltd., a Washington corporation, and its affiliates, parents, subsidiaries, assigns, officers, directors, shareholders, agents and employees (collectively, “MMV”), and governs your use of any and all versions of the Nicker website (www.nicker.com; the “Website”) and any information, content, documents, products and services offered or accessed through the Website (collectively, “Materials”). Please read these Terms carefully before you access or use the Website.

1. Acceptance; Age and Eligibility; Compliance; and Termination of Rights.

1.1 Acceptance.By accessing or using the Website, you expressly agree to be subject to these Terms. If you do not agree to be subject to these Terms, you must not access or use the Website.

1.2 Age and Eligibility Requirements. The Website is intended for users who are 18 years or older and who are capable of entering into legally binding contracts. If you are under 18 years of age or are incapable of entering into a legally binding contract, please do not access or use the Website.

1.3 Compliance. You must use the Website, and any Materials obtained therefrom, in compliance with all applicable laws and regulations, and all applicable third-party policies and agreements including without limitation wireless data service agreements, online store policies and terms of use, and any third-party website policies and terms of use.

1.4 Termination of Rights. Your right to access or use the Website terminates immediately if you violate any provision of these Terms or the Nicker Privacy Policy; “Privacy Policy”).

2. Technical Requirements. To access or use the Website, you are required to have a mobile device or computer and Internet connectivity. MMV will not be responsible for any telephone, Internet, or other costs you may incur in the use of the Website.

3. Intellectual Property.

3.1 Content and Marks. With the exception of content provided by you on the Website, MMV owns, licenses or lawfully uses all of the content contained on the Website and in the Materials, including, without limitation: (a) any text, software, graphics, photos, sounds, music, videos, interactive features and the like (collectively, the “Content”); and (b) any trademarks, service marks, trade dress and logos (collectively, the “Marks”). The Content and Marks are provided to you “as-is” for your personal non-commercial use and may not be downloaded, copied, reproduced, distributed, transmitted, broadcasted, displayed, sold, licensed or otherwise exploited for any other purposes whatsoever not expressly permitted under these Terms without the prior written consent of MMV and any other respective owners. All rights to the Content and Marks not expressly granted under these Terms are expressly reserved.

3.2 License From MMV. MMV hereby grants you a revocable, royalty-free, worldwide, non-assignable, and non-sub licensable license to: (1) print copies of the Materials for your personal use; and (2) download extracts or portions of pages from the Website for your personal use. If you perform acts considered to be in violation of the license granted under this subsection of the Terms, your license will be terminated immediately and you must, at MMV’s option, return or destroy any copies of the Materials or Website content you have in your possession.

3.3 Licenses To MMV and Waiver of Rights. You hereby grant to MMV an irrevocable, royalty-free, worldwide, assignable, and sub-licensable license to: (1) use any material or content that you submit on the Website for the purpose of (i) use on the Website, or (ii) marketing by MMV by any means and in any media; and (2) make any and all modifications to material or content that you submit on the Website. You agree that you waive your moral rights to be identified as the author on any and all material or content identified under this subsection.

3.4 Intellectual Property Notification. MMV is committed to protecting the intellectual property rights of others. If you believe that any content on the Website or Materials contains your intellectual property or the intellectual property of others without authorization, please contact MMV at info@nicker.com.

4. Personal Security. You are solely responsible for keeping your Website username and password secure and private. MMV is not responsible for the consequences of any unauthorized access or use of the same. If you become aware of any breach of security or other unauthorized use of your Website username and password, please notify MMV immediately at info@nicker.com.

5. Third-Party Websites and Applications. Websites and applications owned or operated by third parties, including without limitation PayPal, may be made accessible to you via links on the Website or Materials. MMV has no control over and accepts no responsibility for the content of any website or application to which a link from the Website exists unless MMV is the provider of those linked websites or applications. Such third-party websites and applications are governed by the terms of use and privacy policies of those third-party websites and applications, and will apply to your use of those websites and applications, and any goods and services you may obtain, acquire or purchase therefrom. MMV suggests that you consult the terms of use and privacy policies of such third-party websites and applications before providing any personally-identifiable information or obtaining, acquiring, or purchasing any goods or services therefrom. If you have any queries, concerns or complaints about a particular third-party website or application linked from the Website, you must direct them to the operator of that third-party website or application.

6. Representations and Warranties. You affirm, represent and warrant that: (1) you are 18 years of age or older and are fully able and competent to enter into, accept and comply with these Terms; (2) all information and content you provide on the Website is accurate and truthful; (3) you will not use, copy or distribute in any medium, any part of the Website or Materials, other than for purposes expressly provided for in these Terms; (4) you will not alter or modify any part of the Website, nor circumvent, disable or otherwise interfere with the security, copy-protection or use-restriction features of the Website or Materials, unless otherwise permitted under these Terms; (5) you will not access the Website through any technology or means other than as explicitly authorized by MMV (e.g. via any automated system, including without limitation, “robots” or “spiders”); (6) you will refrain from any act in relation to the Website that is in breach of any law or regulation of any applicable jurisdiction; (7) you will not use the Website for an prohibited commercial use or any use that would be considered a violation of federal, state or local laws; (8) you will refrain from any act in relation to the Website that will harm MMV or any third party, including without limitation, your use, delivery or transmission of any viruses, unsolicited e-mails, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information in relation to the Website; (9) you will not to access, interfere with, damage or disrupt any part of the Website, any equipment or network on which the Website is stored, or any software used in the provision of the Website; (10) you will refrain from any act that may infringe or breach the intellectual property rights, privacy rights or other rights of MMV or any third party through your use of the Website or Materials; (11) you shall not in any way use the Website to submit to MMV or any other person or entity, any information that may be deemed obscene, indecent, pornographic, vulgar, profane, racist, sexist, discriminatory, offensive, derogatory, harmful, harassing, threatening, embarrassing, malicious, abusive, hateful, menacing, defamatory, or untrue; (12) you will adopt reasonable safety precautions to protect your Website username and password; and (13) you will refrain from any act contrary to any specific rule or requirement stipulated in these Terms or the Privacy Policy.

7. Limitation of Liability. To the extent that the Website is provided to you by MMV, your use of the Website and Materials is at your sole risk. To the fullest extent permitted by law, MMV disclaims all warranties, express or implied, in connection with your use of the Website and Materials, and will in no event be liable to you for any direct, indirect, incidental, special, punitive or consequential damages, whatsoever resulting from any: (1) use of the Website or Materials; (2) reliance of information or content provided on the Website or in the Materials; (3) use of any third-party website linked from the Website or Materials; (4) incompatibility or inaccessibility of the Website or Materials; (5) personal injury or property damage of any kind resulting from your use of the Website or Materials, or any goods or services obtained from users and advertisers on the Website or Materials; (6) interruption or unavailability of the Website or Materials; (7) inaccurate information posted on the Website or Materials; and (8) bugs, viruses or similar code which may be transmitted to or through the Website or Materials. The foregoing liability limitations apply to the fullest extent permitted by law.

8. State Promotion Restrictions. As gift cards or other promotions may be made available to you on the Website, your use of such cards and promotions is subject to state legal restrictions on gift cards and promotions. If your use of gift cards or participation in promotions from the Website violates laws in the state in which you are using the Website, you must refrain from using such gift cards or taking part in such promotions.

9. Advertisement Refund Policy. You may cancel an advertisement you purchase on the Website (“Ad”), at no cost to you, at any time before the Ad appears on the Website, by notifying MMV prior to its posting on the Website. However, once your Ad is posted on the Website, you are responsible for paying the entire Ad invoice amount. MMV may refund any Ad purchased on the Website should there be any errors in the Ad that are not made by you. For any questions about advertisements on the Website, please contact MMV at info@nicker.com.

10. Enforcement After Termination. All provisions of these Terms shall survive termination of your use of the Website or Materials, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

11. Assignment. This Agreement will be binding on and inure to the benefit of you and MMV and both parties respective successors, assigns, heirs and personal representatives. You shall not assign or transfer any right or obligation under these Terms without the prior written consent of MMV and any attempted assignment without MMV’s prior written consent shall be void. MMV may transfer any rights or obligations under these Terms to any person or entity without your prior written consent.

12. Privacy Policy. MMV processes information you have provided on the Website in accordance with the Privacy Policy. By accessing or using the Website, you consent to the terms of the Privacy Policy.

13. Terms, User and Website Modification. MMV reserves the right, at its sole discretion, to modify or replace any and all of these Terms, or change, suspend or discontinue the Website or any aspect or portion thereof, at any time by posting a notice on the Website or sending you a notice through the Website or by e-mail. MMV may also impose temporary limits on certain Website features or restrict access to portions or all of the Website or Materials without notice. Your unauthorized access to restricted sections of the Website is a violation of these Terms. MMV will not be liable to you for any changes or modifications under this section of the Terms, except as expressly stated in writing between you and MMV. MMV suggests that you check these Terms periodically for changes. Your use of the Website following MMV’s changes to the Terms constitutes your acceptance of changes to the Terms.

14. Miscellaneous.

14.1 Jurisdiction. The Website is based in the United States (U.S.) and is deemed a passive Website that does not give rise to personal jurisdiction over MMV, either specific or general, in jurisdictions other than the State of Washington. MMV makes no representations that this Website is appropriate or available for use in locations other than the U.S. Those who access or use this Website or Materials therein from other jurisdictions are responsible for compliance with such jurisdictions’ laws and regulations. If there is a dispute between you and MMV relating to these Terms, the party substantially prevailing will be entitled to recover all costs and expenses of any subsequent proceedings (including trial, appellate and arbitration proceedings), including attorneys’ fees incurred therein. You consent to the jurisdiction and venue of the courts sitting in Seattle, Washington.

14.2 Choice of Law. These Terms are governed by the laws of the U.S. and the State of Washington, without respect to its conflict of laws principles.

14.3 Completeness and Severability. These Terms and any other legal notices published by MMV on the Website constitute the entire agreement between you and MMV concerning your use of the Website and Materials. If any provision of these Terms is deemed invalid by a Court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which remain in full force and effect.

14.4 Waivers. No term or provision of these Terms will be considered waived by MMV, and no breach excused by MMV, unless such waiver or consent is in writing and signed by MMV. The waiver by MMV of, or consent by MMV to, a breach, of any provision of these Terms by you shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by you. This Agreement may be amended or modified only by mutual agreement of authorized representatives of the parties in writing.

14.5 Assignability. These Terms will be binding on and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives. MMV may assign its rights and benefits under this Agreement, and delegate the performance of its obligations and duties hereunder, to any corporation or unincorporated business that is the successor to the business of MMV.

14.6 Business Implications. Nothing in these Terms constitutes an employment, joint venture, or partnership relationship between you and MMV. You are not the agent or authorized to act as the agent of MMV or the Website in any respect.

14.7 Contact Us. Please feel free to contact MMV if you have any questions about the Website or the Terms at: Mountain Meadow Ventures, Ltd, P.O. Box 1704, Castle Rock, Washington 98611. E-mail: info@nicker.com.

If you do not agree or if these terms are not acceptable in full, you must immediately terminate your use of this website and any materials obtained therefrom.