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Terms of Service

The following terms and conditions govern all use of the nioot.io website and all content, services and products, including our mobile applications, that we provide (collectively, the “Application”). The Application is owned and operated by nioot ltd. (“nioot”). The Application is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy and procedures that may be published from time to time on this Site by nioot ltd. (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Application. By accessing or using any part of the Application, you (i) agree to become bound by the terms and conditions of this Agreement, and (ii) agree to our collection, use and disclosure of personal information in accordance with the Privacy Policy. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Application or use any services. If these terms and conditions are considered an offer by nioot, acceptance is expressly limited to these terms. The Application is available only to individuals who are at least 13 years old.


Your nioot.io Account & Site

If you create a Portfolio on the Application, you are responsible for maintaining the security of your account and Portfolio, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the Portfolio. You must not describe or assign keywords to your Portfolio in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and nioot may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause nioot liability. You must immediately notify nioot of any unauthorized uses of your Portfolio, your account or any other breaches of security. nioot will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.


Responsibility of Contributors

If you operate a Portfolio, post material to the Application, post links on the Application, or otherwise make (or allow any third party to make) material or Commercial Products available by means of the Application (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content and Commercial Products. That is the case regardless of whether the Content or Commercial Products in question constitute graphics, text, an audio file, or computer software. By making Content or Commercial Products (as defined below) available, you represent and warrant that:

• the downloading, copying and use of the Content or Commercial Products will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;


• if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content or Commercial Products, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content and Commercial Products;


• you may not offer or sell illegal or potentially illegal Commercial Products, including those that are counterfeited, stolen or fraudulent. Commercial Products sold using our services must comply with all applicable laws. Items identified as “not for distribution within” a particular jurisdiction may not be sold in that jurisdiction using our services;


• you may not use images or names of any third party (including notable personalities or celebrities) when offering or selling Commercial Products without first obtaining that third party’s permission;


• without limiting anything else in this Agreement, we may immediately remove Content related to the offer or sale of Commercial Products in violation of this Agreement. If you sell a Commercial Product using our services, then you must, upon our request, (i) use commercially reasonable efforts to stop the delivery of the Commercial Products to the buyer, or (ii) pay a refund for such Commercial Products to the buyer.


• you have fully complied with any third-party licenses relating to the Content and Commercial Products, and have done all things necessary to successfully pass through to end users any required terms;


• you may not resell, lease, license the services we provide to you to any other person;


• the Content or Commercial Products do not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;


• the Content and Commercial Products is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);


• your Portfolio does not collect or store personally identifying information about other users for commercial or unlawful purposes;


• the Content cannot be accessed for remote loading by other web pages. For example, you cannot create a Portfolio, post Content to the Portfolio, and have other web pages call (or “hotlink”) that Content;


• your Portfolio and Commercial Products are not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;


• your Portfolio and Commercial Products are not named in a manner that misleads your readers into thinking that you are another person or company. For example, your Portfolio’s URL or name is not the name of a person other than yourself or company other than your own; and


• you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by nioot or otherwise.

Without limiting any of those representations or warranties, nioot has the right (though not the obligation) to, in nioot’s sole discretion (i) refuse or remove any Content or Commercial Products that, in nioot’s opinion, violate any nioot policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Application to any individual or entity for any reason, in nioot’s sole discretion. nioot will have no obligation to provide a refund of any amounts previously paid.


Your Licenses to Us

By submitting Content to nioot for inclusion on your Portfolio, you grant nioot a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purposes of (i) displaying, distributing and promoting your Portfolio, and (ii) promoting the Application or any part of it, our company, our other products and services, and the nioot.io community. If you delete Content, nioot will use reasonable efforts to remove it from the Portfolio and our promotional materials, but you acknowledge that caching or references to the Content may not be made immediately unavailable, and that we may use supplies of previously printed materials. For clarity, the rights granted to us in clause (ii) of this paragraph to use your Content for promotional purposes do not permit us to sell or license or otherwise directly profit from your Content, or to transfer or sublicense our rights in your Content to any other person except for the limited purpose of using their services to prepare our promotional materials and works, and you may opt out of our rights in clause (ii) at any time by contacting us at our contact information shown at the bottom of this Agreement (provided that if you do opt out, we will use reasonable efforts to remove the Content in a timely manner from our promotional materials but such removal may not be immediate).


Payment and Renewal

• General Terms
  
  By using any of the services available on nioot.io you agree to pay nioot the monthly or annual subscription fees indicated on the Application for those services, and any taxes applicable to those fees. Payments will be charged on a prepay basis on the day your trial period ends and will cover the use of those services for the subscription period indicated. Subscription fees are subject to our Refund Policy. The fees for using our services will not change during your subscription period, but are otherwise subject to change at any time. If we change our fees, we will give our accountholders at least 30 days’ notice by email to the email address provided to us in their account information.


• Automatic Renewal
  
  Unless you notify nioot before the end of the applicable subscription period that you want to cancel your Portfolio and your account with us or we give you such notice, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Portfolios can be canceled at any time by contacting nioot at hello@nioot.io.

Taxes Relating to Commercial Products

You take full responsibility for all taxes and fees of any nature associated with the services you purchase from us, including any sales tax related to the purchase or sale of Commercial Products. We are not liable for any taxes or other fees to be paid in accordance with or related to the Commercial Products. When purchasing or selling Commercial Products, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority.


Responsibility of Website Visitors

nioot has not reviewed, and cannot review, all of the material, including computer software, posted to the Application, and cannot therefore be responsible for that material’s content, use or effects. By operating the Application, nioot does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Application may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Application may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. nioot disclaims any responsibility for any harm resulting from the use by visitors of the Application, or from any downloading by those visitors of content there posted.


Content Posted Elsewhere

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which the Application links, and that link to nioot.io. nioot does not have any control over those non-nioot websites and webpages, and is not responsible for their contents or their use. By linking to a non-nioot website or webpage, nioot does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. nioot disclaims any responsibility for any harm resulting from your use of non-nioot websites and webpages.


Copyright Infringement

As nioot asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by nioot.io violates your copyright, you are encouraged to notify nioot at the contact information below. nioot will terminate a visitor’s access to and use of the Application if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of nioot or others. In the case of such termination, nioot will have no obligation to provide a refund of any amounts previously paid to nioot.


Intellectual Property

This Agreement does not transfer from nioot to you any nioot or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with nioot. nioot, nioot.io, the nioot.io logo, and all other trademarks, service marks, graphics and logos used in connection with nioot.io, or the Application are trademarks or registered trademarks of nioot or nioot’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Application may be the trademarks of other third parties. Your use of the Application grants you no right or license to reproduce or otherwise use any nioot or third-party trademarks.


Selling Through nioot

Some of our services may offer you the opportunity to sell or purchase goods and services, including certain rights to photographs included in Portfolios, through Portfolios hosted or designed by us (such goods and services, “Commercial Products”). We are merely providing the platform for buyers and sellers to negotiate and complete transactions for these Commercial Products, and we are not in any way responsible for the Commercial Products or for their purchase and sale, or any aspect of a purchase or sale transaction. Purchases and sales of Commercial Products are effected through our users who operate Portfolios and through third party payment service provider. These transactions are governed solely by their terms of service and privacy policies. Buyers of Commercial Products should consult with them to review their terms of service and privacy policies. We are not responsible for their actions.

If you sell products and services through Format, you are responsible for drafting the terms of use and privacy policy for your Portfolio relating to that activity. However, your terms of use must designate us a third party beneficiary and must contain intellectual property, limitations of liability, limitations of remedy, disclaimers of warranty and indemnification provisions each for the benefit of nioot which are at least as favourable to nioot as contained in this Agreement. Your privacy policy must contain terms that are at least as protective of a user’s privacy as those contained in this Agreement.


Changes

nioot reserves the right, at its sole discretion, to modify or replace any part of this Agreement. If we modify or replace it, we will give our accountholders notice by email to the email address provided to us in their account information or we will post a notice that will be conspicuously visible (for example, a banner notice at the top of the applicable page) to accountholders the next time after the change that they use the Application. Your continued use of or access to the Application following such notice, or if you are not an accountholder, following the posting of any changes to this Agreement, constitutes acceptance of those changes. If you are an accountholder and disagree or do not accept any such modifications or replacements, your sole option is to terminate your use of the Application. If you do so, we will cancel your account and refund to you the prorated portion of fees you have previously paid to us that corresponds to the unused portion of your subscription. nioot may also, in the future, offer new services and/or features through the Application (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.


Termination

nioot may terminate your access to all or any part of the Application at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your nioot.io account (if you have one), you may simply discontinue using the Application. Notwithstanding the foregoing, if you have a paid subscription account, such account can only be terminated by nioot as expressly permitted under this Agreement, or if you materially breach this Agreement and fail to cure such breach within thirty (30) days from nioot’s notice to you thereof; provided that, nioot can terminate the Application immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive its termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.


Disclaimer of Warranties

The Application is provided “as is”. nioot and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranties of any kind concerning Commercial Products. Neither nioot nor its suppliers and licensors, makes any warranty that the Application will be error-free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Application at your own discretion and risk.


Limitation of Liability

In no event will nioot, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, tort (including negligence), strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; (iv) for any amounts that exceed the fees paid by you to nioot under this Agreement during the twelve (12) month period prior to the cause of action; or (v) relating in any way to Commercial Products. nioot shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.


General Representation and Warranty

You represent and warrant that (i) your use of the Application will be in strict accordance with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which you reside) and (ii) your use of the Application will not infringe or misappropriate the intellectual property rights of any third party.


Indemnification

You agree to indemnify and hold harmless nioot, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees (i) arising out of your use of the Application, including but not limited to your violation of this Agreement, or (ii) arising from or related to the use of, access to, interaction with or reliance upon, your purchase or sale of Commercial Products through our services.


Miscellaneous

This Agreement constitutes the entire agreement between nioot and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorised executive of nioot, or by the posting by nioot of a revised version in accordance with this Agreement. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Application will be governed by the laws of the Province of Ontario, Canada, and the proper venue for any disputes arising out of or relating to any of the same will be the courts located in the City of Toronto, Ontario, Canada. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; nioot may assign its rights and obligations under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You confirm that you prefer this Agreement and any related documents be in English.


Contact us

If you have any questions please contact us at hello@nioot.io.