of use

PROPRIETARY RIGHTS

The Nifty website, and related products and services (the “Service”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. The Service also contains information, data, text, software, images, files and other content and materials that are owned by the Company or its affiliates or suppliers and that are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. The selection, arrangement, and compilation of the entire contents of the Service is the exclusive property of the Company and is protected by United States and international copyright laws. All software made available through or used in connection with the Service is the property of the Company or its suppliers and is protected by United States and international copyright laws.

Unless otherwise specified, the Service is for your personal and non-commercial use and is not transferable to any other person or entity. Except as expressly authorized by the Company, you agree not to reproduce, duplicate, copy, modify, create derivative works from, frame, distribute, transmit, perform, publish, license, rent, lease, loan, sell, resell, transfer or otherwise exploit for any commercial purpose any portion of the Service, use of the Service or access to the Service, including without limitation any information, software, products or services obtained from the Service. You may view, print and download materials displayed on or made available through the Service subject to the following: (a) the materials may be used solely for your own, personal information and not for commercial use; (b) the materials may not be modified or altered in any way, including but not limited to the removal or modification of any copyright or other proprietary notices affixed thereto. You acknowledge that you do not acquire any ownership rights by printing or downloading copyrighted material, and that the materials may be subject to separate license agreements and/or additional posted limitations on usage, reproduction and/or dissemination, all of which you shall be responsible for complying with if you download such materials. Use of spiders, robots and similar data gathering and extraction tools is expressly prohibited. All rights not expressly granted herein are reserved.

TRADEMARKS

Nifty Marketing, LLC, Niftymarketing.com, the monitor symbol within our logo, “Point. Click. Launch.” and other Nifty Marketing, LLC designs, logos and product and service names are trademarks of Nifty Marketing, LLC. (“Nifty Marketing, LLC Marks”). The “look and feel” of the Service constitutes proprietary trade dress of the Company. All rights reserved. You may not reproduce, copy, display, transmit, distribute, modify or otherwise use the Nifty Marketing LLC Marks without the express prior written permission of the Company. All other trademarks appearing on the Service are the property of their respective owners.

PRIVACY

The Company is very respectful about the privacy concerns of the visitors to this site on the Internet. As a general policy, no personal information is automatically collected from visitors to this site. However, certain non-personal information of visitors is recorded by the standard operation of the Company’s Internet servers. This information is primarily used to provide an enhanced online experience for the visitor. Information tracked includes the type of browser being used by the visitor (e.g., Chrome, Firefox, Internet Explorer), the type of operating system (e.g., Macintosh, Windows) in use by the visitor and the domain name of the visitor’s Internet service provider (e.g., Verizon, ATT&T). By having this information, Web pages optimized for a particular visitor’s computer is automatically available to that visitor. Other uses of this information include internal review of the number of visitors to the site but only in an aggregate and non-personally-identifiable form. Other personally identifiable data about visitors to this site are known to the Company only when voluntarily submitted. Personally identifiable information that is collected in connection with visitors voluntarily filling out forms is retained by the Company and the member to whom the visitor is referred and is not sold or otherwise transferred outside the company. However, this data in an aggregate form may be provided to other parties for marketing, advertising or other uses. We may sometimes also use email addresses and other personally identifiable information to contact visitors who communicate with us. For example, we direct email to visitors who provide us with their email addresses for specific purposes such as being notified if they have won one of our contests.

LINKED SITES

The materials by the Company and www.Niftymarketing.com are provided “as is” and without warranties of any kind either expressed or implied. To the fullest extent permissible pursuant to applicable law, the Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. The Company does not warrant that the functions contained in the materials will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes it available is free of viruses or other harmful components. The Company does not warrant or make any representations regarding the use or the results of the use of the materials in this site in terms of their correctness, accuracy, reliability, or otherwise. You (and not the Company) assume the entire cost of all necessary servicing, repair or correction. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. The material that you read in a Company web site is provided solely for educational purposes. The Company is not responsible or liable to any person or entity whatsoever (including, without limitation, persons who may use or rely on such data/materials or to whom such data/materials may be furnished) for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character whatsoever based upon or resulting from any information or opinions provided.

SUBMISSIONS

Any questions, notes, postings, ideas, suggestions, concepts or other material submitted will become the property of the Company and the Company shall be entitled to use the material for any type of use forever including in any media whether now known or hereafter devised. When you submit material to the Company, you agree that the Company has the right to publish the material for any type of use as outlined above including promotional and advertising purposes.

The Company is not responsible for any material posted by visitors to this site. You shall not submit any information which:

1. Libels, defames, invades privacy, or is obscene, pornographic, abusive, or threatening;
2. Infringes any intellectual property or other right of any entity or person, including, but not limited to violating anyone’s copyrights or trademarks;
3. Violates any law;
4. Advocates illegal activity;
5. Advertises or otherwise solicits funds or is a solicitation for goods or services; (collectively “Non-Approved Material”).

You agree to indemnify the Company and its officers, directors, employees, agents, distributors and affiliates from and against any and all third party claims, demands, liabilities, costs, or expenses, including reasonable attorney’s fees, resulting from your breach of any of the foregoing agreements, representations, and warranties.

Note to copyright owners: The Company prohibits users from using any material that infringes on the intellectual property rights (e.g., copyright, trademark, trade dress, etc.) of others. If you know your intellectual property rights have been violated by one of our users, please review the Nifty Copyright Infringement Policy and contact us immediately.

EMAIL AND POSTINGS RECEIVED

Do not post any threatening or libelous emails or material on this site that would be considered a violation of any law. The Company will fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity of anyone posting any such emails or materials.

MEMBERS QUALIFICATIONS

No representation is made that the quality of the services to be performed by Nifty members is greater than the quality of same services performed by other professionals in their respective businesses.

JURISDICTIONAL ISSUES

Unless otherwise specified, the materials in a Company website and niftymarketing.com are presented solely for the purpose of education in the United States and Canada. This site is controlled and operated by the Company from its offices within the State of Idaho, United States of America. The Company makes no representation that materials in this site are appropriate or available for use in other locations. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

This agreement shall be governed by, construed and enforced in accordance with the laws of the State of Idaho, as it is applied to agreements entered into and to be performed entirely within such State. Any action you, any third party or the Company bring to enforce this agreement or, in connection with, any matters related to this site shall be brought only in either the state or Federal Courts located in Idaho, and you expressly consent to the jurisdiction of said courts. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by the Company.

Nifty END USER LICENSE AGREEMENT

In addition to the Nifty Terms of Use Agreement, any Customer who purchases the Nifty service shall be bound by, and agrees to, the following Nifty End User License Agreement.

Customer desires to publish, advertise and store certain business information on the World Wide Web utilizing the services of the Company (or its successor) (hereinafter “Nifty”). Nifty is willing to furnish those services in the form of a monthly or annual subscription, subject to the terms and conditions of this agreement.

In consideration of the foregoing and the mutual covenants contained herein, the parties hereto agree as follows:

Obligations of Customer:

Customer Information (Defined below) shall be revised by Customer at their sole discretion and updated electronically via the Nifty’ website. Customer will be solely responsible for all content and agrees to hold Nifty harmless from any liability arising from Customer Information. Manual revisions and custom modifications may be submitted to Nifty but may be subject to additional charges. Customer agrees to abide by rules and standards of publication as noted under “Standards”. Nifty reserves the right to refuse or discontinue the services for any Customer Information, which does not comply with Nifty’ Standards. Customer shall regularly monitor and maintain its Customer Information on its website and Nifty shall have no liability to Customer or any third party in connection with any such alteration or destruction.

Obligations of Nifty:

Nifty shall provide a website or be given administrative access to an existing website to facilitate the deliverance of the content as agreed upon. The Customer’s website (including all graphical content and related HTML coding provided by Nifty) is the property  the Customer. Nifty will provide for Customer the use of various website design elements. Various content will be provided for Customer, including, but not limited to landing pages, articles, calls to actions of various sections of the site (e.g., procedure or service descriptions, FAQs, etc.). Customer will be allowed to modify, add or delete most content. Nifty will provide services and support for all sites. Nifty will provide password protection for the Customer for access to make additions/deletions to the Customer’s site content. Nifty agrees all design features and source code (html) associated with the website, are the property of Customer. Upon execution of this Agreement, Nifty shall load, in HTML format, Information (noted below) onto the Customer’s website in accordance with Nifty procedures. Customer shall be solely responsible for all content (Customer Information). Although Nifty shall use reasonable efforts to protect the Customer’s website from unauthorized access by third parties, Customer acknowledges that, because of the nature of the World Wide Web, Customer Information residing on its website cannot be protected from alteration or destruction by third parties. Customer shall regularly monitor and maintain its Customer Information on its website and Nifty shall have no liability to Customer or any third party in connection with any such alteration or destruction.

Standards:

Nifty reserves the right to create the standards required for use of its subscription service. Any content deemed inappropriate for professional websites may be removed from the Customer’s site. Notification will be given to Customer should such actions be required.

Customer Information:

Customer Information includes, but is not limited to, any information provided to Nifty either through modifications of provided content, additions of own content, or acceptance of provided content. Therefore, Customer is responsible for all content on the site, whether added, modified or chosen from provided content.

Warranty and Limitation of Liability:

Nifty warrants that the services will conform to their description and will be free from defects in material and workmanship at the moment the particular services are completed by Nifty. Except for the above express limited warranty, Nifty makes, and Customer receives, no warranty or guaranty with respect to the services and/or the Customer information, express, implied, statutory, or in any other provision of this agreement or communication with Customer, and Nifty specifically disclaims any implied warranty of merchantability or fitness for a particular purpose. Nifty expressly disclaims any liability for Customer information stored on the Customer’s web site, including, without limitation, any damage or destruction of Customer information and/or the services, any unauthorized use by any third party of any Customer information and any violation of any property rights of Customer or any third party in the Customer information. It shall be Customer’s sole duty and liability to monitor the Customer information to maintain its accuracy and completeness on its website and to make all corrections, modifications, repairs and replacements which may be required in order to maintain the Customer information on its website. Any claim by Customer on account of breach of warranty shall be waived conclusively unless Customer gives Nifty written notice thereof within thirty (30) days of performance of the alleged defective Services by Nifty. Nifty shall not be responsible or liable to Customer or to any third party for any lost profits, or incidental, consequential, indirect, special or contingent damages for any breach of warranty or other breach of Nifty’ obligations hereunder, Nifty’ liability and Customer’s exclusive remedy being limited to Nifty’ choice of: (i) reperformance of the Services in order to correct any such defect; (ii) the repayment of the Fees for the defective Services, or (iii) the granting of a reasonable allowance on account of such defects. Nifty shall be given a reasonable opportunity to investigate all claims and to inspect allegedly defective Services. Customer agrees to and hereby does indemnify, defend and hold Nifty, its directors, officers, employees, agents and computer and other consultants and advisors free and harmless from and against any and all loss, claim, damage, expense, penalty, demand, reparation, cost of defense, attorney’s fees or liability whatsoever (whether paid or credited under settlement, order, judgment or otherwise) arising out of or in any way caused by or connected with the Services furnished pursuant to this Agreement and/or the Customer Information, excluding only any claim within the scope of the limited warranty and remedy here in above set forth in this Section.

Should the above be limited or excluded by law of the Customer’s domicile, the invalidity of such terms and conditions shall in no way invalidate any other conditions in this agreement. Customer agrees to hold Nifty harmless from any claims of infringement or defamation with regards to the names any other unique materials specified by Customer for the Website. Customer agrees not to modify the software or examine, copy, or reverse engineer the source code of the software in any way, or to allow any other person to do so.

Term and Termination:

The Proposal or Customer Contracts (the “Proposal”), once signed by the Client, sets forth which Services are being purchased by the client (“you” or “Client”), the costs for such Services, and other relevant details. These Online Marketing Services Terms and Conditions (“Services Terms”) are incorporated by reference into and made a part of any Proposal submitted to the Company and govern the relationship between you and the Company. These Services Terms also apply to any Services you may sign-up for without a Proposal throughout the course of your relationship with the Company.  All Proposals are subject to acceptance by the Company, in its sole discretion. The Proposal and any attachments, exhibits thereto or subsequent amendments, the Services Terms, and the documents and/or links referenced in such documents are together referred to as the “Agreement.”

If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such legal entity to this Agreement, (ii) you have read and understand this Agreement and (iii) you agree on behalf of the Client, to this Agreement.

1. Terms and Conditions.
   1. These Terms shall apply to all Services agreements concluded between the Company and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   2. These Terms and the Agreement may only be varied by express written agreement between the Company and the Client.
2. Obligations of Company.
   1. Provide Agreed Services
      1. The Company shall provide the services listed in the executed Proposal until either party elects to modify the Services as outlined in Changes to Services, Terminate the Agreement under the conditions outlined in the Term and Termination section, or the Client becomes delinquent in payment as defined in Pricing and Payment.
3. Obligations of Client.
   1. Provide Feedback and Information
      1. Client shall provide, at its own expense, assistance, feedback, and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of the Proposal. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution have the necessary skills and authority.
   2. Client Responsible for Information
      1. The Client information provided to the Company either through modifications of provided content, additions of own content, or acceptance of provided content is the responsibility of the Client. The Client, through their request to the Company or an employee or agent of their choosing, is responsible for updating content via the Company’s website platform.
      2. You are responsible for having a terms of use and privacy policy for any website hosted by us for you as part of the Services (your “Hosted Site”).  However, the terms of use for your Hosted Site must designate us as 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 Company which are at least as favorable to Company as contained in this Agreement.   Your Hosted Site’s privacy policy at a minimum, must disclose any and all uses of personal information that you collect from users; (b) include a paragraph provided or approved by us that describes our collection and use of your customer’s information; (c) provide a hypertext link to your privacy policy on the home page of your Hosted Site and on all pages where you collect personal information from users; and (d) use personal information only as expressly permitted by your privacy policy. If Company offers templates for a terms of use or privacy policy, you understand these services are “as is” and with no warranty of any kind. Consult an attorney on your website’s practices. You agree to indemnify, defend and hold us harmless from and against any and all claims stemming from your failure to comply with this provision and/or your failure or refusal to abide by the terms and provisions of any applicable privacy policies or terms of use, or lack thereof.
4. Changes to Services.
   1. Throughout the course of the Agreement the Client or the Company may add, remove, or modify their Services within the bounds of standard practice for each service as communicated by the Company or its employee.
   2. Changes by the Company, including any resulting revisions of pricing and payments, must be communicated through written notice including email.
   3. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or government regulation.
5. Term and Termination.
   1. Term
      1. The Agreement shall commence upon the execution of the Proposal (“Effective Start Date”) and unless otherwise provided in the specific Services description, shall continue until cancelled in accordance with the terms of this Agreement.  The services shall automatically renew each month unless terminated by either party.
   2. Termination
      1. This Agreement may be cancelled by either party at any time, by providing 30 days or more before the next billing date, upon written notice delivered which may be provided by email subject to the terms of Section 6 below.  Upon the notice of cancellation, the Company will continue to provide any Services for the remainder of a previously invoiced and paid monthly cycle. If cancellation occurs prior to the launch of the Client’s website, development will cease and all completed artifacts will be delivered to the Client.
      2. No termination or expiration of this Agreement shall abridge or deprive either party of any remedy it may have against the other party arising out of this Agreement or as a matter of law or otherwise.
      3. The Company is entitled to terminate this Agreement without notice in the event that the Client’s account becomes delinquent for the Services not paid in accordance with these Terms.
   3. Effect of Termination; Survival.
      1. You understand and acknowledge that due to the nature of the Internet, certain information regarding you that was posted on the Internet as part of the Services may continue to be available on the Internet following termination of Services and/or the Agreement. All provisions of the Agreement that by their sense or nature should survive termination of the Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall survive. Without limiting the generality of the foregoing, in the event of any termination, you shall remain liable for any amounts due to the Company as of the effective date of termination.
6. Pricing and Payment.
   1. Payment for Services
      1. You agree to pay the amounts set forth in the signed Proposal in accordance with the timing set forth in the Proposal.  The fees and charges are divided into one-time fees and recurring fees.
      2. All fees are quoted in U.S. Dollars. Customer is responsible for paying all fees and applicable taxes associated with services in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel.)
   2. Collection of Amounts Owed
      1. Bills are due and payable by Client upon receipt of Company’s invoice. Recurring charges shall automatically be charged to a customer’s payment method on file. By accepting these Terms of Use, Customer explicitly agrees to the recurring charges.  Delinquent accounts are subject to deactivation at any time. Customer agrees payment is nonrefundable, except as provided in special promotions or as noted above. All annual subscription charges must be paid in advance (including renewals and upgrades, as provided). The Company may in its absolute discretion charge Customer interest on any account unpaid on the due date at a rate of 3% annually from the due date until the account is paid in full by Customer.
   3. No Refunds
      1. You agree payment is non-refundable, except as provided in the Guarantee noted below.
      2. You are responsible for the full monthly service fee for any month you receive service and any one-time fees. Company will not provide a pro-rata refund for any prepaid fees regardless of when your service is terminated.
   4. Money Back Guarantee
      1. Within 14 days from the Effective Start Date, the Client may elect to evoke the Guarantee and receive a refund on any paid funds.
   5. Changes in Pricing and Payment
      1. The Company, at its sole discretion, may increase or decrease the fees, charges, and payment requirements for its Services provided that such changes are communicated to you via electronic or written communication with at least 30 days notice.

Miscellaneous:

This Agreement and the rights and obligations set forth herein may not be assigned, in whole or in part, by Customer without Nifty’ prior written consent. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, however, some Services may require additional terms. This Agreement shall be governed by and construed in accordance with the laws of the State of California, including, without limitation, those relating to conflict of laws. Any lawsuit or action brought by any of the parties hereto, shall be filed and adjudicated in Riverside County, California. This Agreement may be amended only in a writing that has been executed by duly authorized officers of the parties and shall not be amended or deemed amended by subsequent conduct of either party or any course of dealings between the parties. The parties agree that (i) there shall be no oral agreements between the parties, whether or not related to this Agreement or the subject matter hereof, and whether or not allegedly entered into prior, during or subsequent to the term hereof; and (ii) in order for any agreement to be effective between the parties, whether prior, during or subsequent to the term hereof, it shall be set forth in writing and executed by duly authorized representatives of the parties. If litigation occurs between the parties relating to this Agreement, and Nifty is the prevailing party, it shall be entitled to its reasonable attorneys’ fees, expert witness fees and costs of suit. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of or acquiescence in or to such provision. All notices given hereunder shall be in writing and shall be delivered personally or sent via receipted private courier or by United States Postal Service certified or registered mail, postage prepaid and return receipt requested, to the address or addresses set forth in this Agreement, or to such other address as a party may notify the other party in writing. Any such notice shall be deemed to be properly given (i) if delivered personally, upon written acknowledgment of receipt after delivery to the address specified; or (ii) if sent by courier or posted, the earlier of the actual date of delivery or three (3) days from the date posted.

Pricing and Payment

The fees and charges agreed upon for the Services shall only apply up to the first year of the term of this Agreement. Thereafter, the fees and charges may be increased or decreased by Nifty Marketing, LLC. Changes to fees are effective after we provide you with at least thirty days’ (30) written notice. All fees are quoted in U.S. or Canadian Dollars, as applicable. Customer is responsible for paying all fees and applicable taxes associated with services in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel.)

Bills are due and payable by Customer upon presentation. Recurring charges shall automatically be charged to a customer’s payment method on file. By providing your preferred payment method, you understand that payment methods can be used by each of our entities in the event you purchase multiple products. By accepting these Terms of Use, Customer explicitly agrees to the recurring charges. Delinquent accounts are subject to deactivation at any time. Customer agrees payment is nonrefundable, except as provided in special promotions or as noted above. All annual subscription charges must be paid in advance (including renewals and upgrades, as provided). The Company may in its absolute discretion charge Customer interest on any account unpaid on the due date at a rate of 3% annually from the due date until the account is paid in full by Customer.

Nifty ANTI-SPAM POLICY

Nifty prohibits the use of the Service in any manner associated with the transmission, distribution or delivery of any unsolicited bulk or unsolicited commercial email (“Spam”).

You may not use the Service to send Spam. You also may not deliver Spam or cause Spam to be delivered to any of Nifty’ Services or customers.

In addition, email sent, or caused to be sent, to or through the Service may not:

1. Use or contain invalid or forged headers;
2. Use or contain invalid or non-existent domain names;
3. Employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path;
4. Use other means of deceptive addressing;
5. Use a third party’s internet domain name, or be relayed from or through a third party’s equipment, without permission of the third party;
6. Contain false or misleading information in the subject line or otherwise contain false or misleading content;
7. Fail to comply with additional technical standards described below; or
8. Otherwise violate the applicable Terms of Use for the Service.

Nifty does not authorize the harvesting, mining or collection of email addresses or other information from or through the Service. Nifty does not permit or authorize others to use the Service to collect, compile or obtain any information about Nifty’ customers or subscribers, including but not limited to subscriber email addresses, which are Nifty’ confidential and proprietary information. Use of the Service is also subject to the applicable Privacy Statement and Terms of Use.

Nifty does not permit or authorize any attempt to use the Service in a manner that could damage, disable, overburden or impair any aspect of any of the Service, or that could interfere with any other party’s use and enjoyment of any Service.

If Nifty believes that unauthorized or improper use is being made of any Service, it may, without notice, take such action as it, in its sole discretion, deems appropriate, including blocking messages from a particular internet domain, mail server or IP address. Nifty may immediately terminate any account on any Service which it determines, in its sole discretion, is transmitting or is otherwise connected with any email that violates this policy.

Nothing in this policy is intended to grant any right to transmit or send email to, or through, the Service. Failure to enforce this policy in every instance does not amount to a waiver of Nifty’ rights.

Unauthorized use of the Service in connection with the transmission of unsolicited email, including the transmission of email in violation of this policy, may result in civil, criminal, or administrative penalties against the sender and those assisting the sender. The CAN-SPAM Act of 2003 (Controlling the Assault of Non-Solicited Pornography and Marketing Act) establishes requirements for those who send commercial email, spells out penalties for spammers and companies whose products are advertised in spam if they violate the law, and gives consumers the right to ask emailers to stop spamming them.

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