Nifty Terms of Service

Effective Date: May 25, 2018

These Terms of Use constitute a legally binding agreement made between you, whether personal or on behalf of an entity (“you”) and Nifty Technologies, Inc. (“The Company”). By using Nifty (“The Service”), you acknowledge and agree that you have read, understand, and agree to be bound by these Terms of Service (terms and conditions) and our Privacy Policy. Nifty Technologies, Inc. reserves the right to update and change these Terms of Service without notice. Violation of any of the terms below may result in the termination of your account. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE NIFTY WEBSITE, MOBILE, DESKTOP & WEB APPLICATIONS AND YOU MUST DISCONTINUE USE IMMEDIATELY.

INTELLECTUAL PROPERTY RIGHTS

The Services are owned and operated by Nifty and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by Nifty and its partners, as well as other sources, and is protected by United States copyright laws, trademarks, service marks and other intellectual property laws. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Nifty and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Nifty and such others. You agree to protect the proprietary rights of Nifty and all others having rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by Nifty and licensors (collectively, “Suppliers”) of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Services. You agree to notify Nifty immediately upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Services shall, as between you and Nifty, at all times be and remain the sole and exclusive property of Nifty. Any unauthorized use of any material contained on or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

ACCOUNT REGISTRATION AND USE

To access the Services, you must register for a Nifty account by providing your name, an email address and creating a password, and providing us with other information that we request. You agree to provide us with accurate, complete, and current registration information about yourself. By registering, you agree that you are fully responsible for all activities that occur under your user name and password.
Nifty will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Nifty or a third party due to someone else using your account.

ACTIVITY AND CONTENT POSTED

You are responsible for all activity and content posted that occurs under your account even when content is posted by others who have their own logins under your account. You acknowledge and agree that you have all required rights to submit Content without violation of any third-party rights. You understand that Nifty does not control, and is not responsible for, User Content, and that by using the Services, you may be exposed to User Content from other users that may be offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content may contain typographical errors, other inadvertent errors or inaccuracies.

PAYMENTS, REFUNDS, UPGRADING AND DOWNGRADING

  1. The Services is offered with a free trial for 30 days. If you need more than 30 days, you will only be able to continue using the Service by paying in advance for additional usage. If you fail to pay for additional usage, your account will be frozen and inaccessible until payment is made. Customer will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, Customer authorizes Nifty to charge such fees using Customer’s selected payment method. By default, customer accounts are set to auto-renew and require recurring payments. Fees will be charged on an annual or monthly basis based on Customer’s subscription. Nifty may automatically charge Customer for such renewal on or after the renewal date associated with Customer’s account unless Customer has terminated the Service or Nifty terminates the Service. Customer must cancel the Service prior to its renewal date in order to avoid billing of the next period’s fee.
  2. For any upgrade or downgrade in plan level, will result in the new rate being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles.
  3. Downgrading your Service may cause the loss of features or capacity of your account. The Company does not accept any liability for such loss.
  4. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. Where required, The Company will collect those taxes on behalf of taxing authority and remit those taxes to taxing authorities.
  5. If Customer chooses to cancel the Service, Customer may use the Service until the end of the current period but will not be issued a refund for the most recently (or any previously) charged fees. Customer can cancel Service anytime online by going into the billing settings of the Customer’s account prior to its renewal date.

Nifty may revise fee rates and/or the billable amount structure for the Service from time to time and will provide Customer’s designated administrator(s) with email notice of any changes in fees at least thirty (30) days prior.

CANCELLATION AND TERMINATION

You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered a cancellation. You can only cancel your account at any time by clicking on the Team Settings icon in the profile dropdown at the top of the screen and accessing the billing settings. The Billing Settings screen provides a simple no-questions-asked cancellation link. All of your content will be inaccessible from the Service immediately upon cancellation. Within 30 days, all content will be permanently deleted from backups and logs. This information can not be recovered once it has been permanently deleted. If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. The Company, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all content in your account. The Company reserves the right to refuse service to anyone for any reason at any time.

AMENDMENT TO THE SERVICE AND PRICES

The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the Service with or without notice. Prices of all Services are subject to change at any time. Such notice may be provided at any time by posting the changes on the Nifty website under the pricing page or the Service itself. The Company shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

DATA PROTECTION

Definitions

1.1 The following definitions and rules of interpretation apply in this Clause.
Appropriate Technical and Organisational Measures: has the meaning given to such term in Data Protection Legislation (including, as appropriate, the measures referred to in Article 32(1) of the GDPR).
Authorised Person: the personnel authorised on Your behalf to provide instructions to Us in relation to the Processing provisions in this Clause.
Business Day: a day other than a Saturday, Sunday or public holiday in New York City when banks are open for business.
Business Purpose: the provision of the Services.
Data: any data or information, in whatever form, including but not limited to images, still and moving, and sound recordings.
Data Controller: has the meaning given to such term in Data Protection Legislation.
Data Processor: has the meaning given to such term in Data Protection Legislation.
Data Protection Legislation: means the Data Protection Acts 1988 and 2003 and Directive 95/46/EC, any other applicable law or regulation relating to the processing of personal data and to privacy (including the E-Privacy Directive and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 ("E-Privacy Regulations"), as such legislation shall be amended, revised or replaced from time to time, including by operation of the General Data Protection Regulation (EU) 2016/679 ("GDPR") (and laws implementing or supplementing the GDPR, and laws amending or supplementing the E-Privacy Regulations).
Data Protection Officer: a data protection officer appointed pursuant to Data Protection Legislation.
Data Subject: an individual who is the subject of Personal Data (including any User).
Delete: to remove or obliterate Personal Data such that it cannot be recovered or reconstructed.
EEA: European Economic Area.
GDPR: General Data Protection Regulation (EU) 2016/679.
Normal Business Hours: 9.00am to 5.00 pm in New York City, New York.
ODPC: Office of the Data Protection Commissioner, Canal House, Station Road, Portarlington, Co. Laois, R32 AP23, Ireland.
Our System: any information technology system or systems owned or operated by Us to which Your Data is delivered or on which the Services are performed.
Personal Data: has the meaning set out in Data Protection Legislation and relates only to personal data, or any part of such personal data, in respect of which You are the Data Controller, and in respect of which We are the Data Processor.
Personal Data Breach: means any "personal data breach" as defined in the GDPR in respect of the Personal Data which is caused by Us.
Processed Data: any of Your Data that has been Processed by Us.
Processing: has the meaning given to such term in Data Protection Legislation, and Processed and Process shall be interpreted accordingly.
Representatives: a Party’s employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Services.
Restricted Transfer: any transfer of Personal Data to countries outside of the EEA which are not subject to an adequacy decision by the European Commission, where such transfer would be prohibited by Data Protection Legislation.
Security Features: any security feature, including any encryption, pseudonymisation, key, PIN, password, token or smartcard.
Specific Instructions: instructions meeting the criteria set out in Clause 2.1 of this Section.
Standard Contractual Clauses: the contractual clauses dealing with the transfer of Personal Data outside the EEA, which have been approved by (i) the European Commission under Data Protection Legislation, or (ii) by the ODPC or an equivalent competent authority under Data Protection Legislation.
Sub-processor: has the meaning given to such term in Clause 12.1 of this Section.
Term: the duration of the provision of the Services
Your Data: the Your Data (NPD) and Your Data (PD).
Your Data (NPD): all Data uploaded during the Term by You or any User from time to time in respect of use of the Services other than Your Data (PD).
Your Data (PD): the Personal Data uploaded during the Term by You or any User from time to time in respect of use of the Services, and any other Personal Data Processed by Us on behalf of You or any User.

Services

2.1 We shall not act on any specific instructions given by You from time to time during the Term in respect of Processing unless they are:
2.2.1 in writing (including by electronic means); and
2.2.2 given by an Authorised Person
2.3 We shall Process Your Data (PD) for the Business Purpose only and in compliance with Your instructions from time to time, which may be:
2.3.1 Specific Instructions; or
2.3.2 the general instructions set out in this Agreement unless required to do otherwise by law, in which case, where legally permitted, We shall inform You of such legal requirement before Processing.
2.4 The types of Personal Data to be Processed pursuant to this Agreement shall include (but shall not be limited to) Personal Data uploaded by you or other Users through use of the Services, and may be any information, data or materials provided or utilized by you or Users in connection with the Services, including, without limitation, user credentials, and any other Personal Data contained in your or User’s websites, applications or in tests created by you or a User in connection with the Services; and the categories of Data Subject to whom such Personal Data relates shall include Users.

Parties' obligations

3.1 We shall:
3.1.1 only make copies of the Your Data to the extent reasonably necessary for the Business Purpose (which, for clarity, may include for generating logs in relation to your use of the Services, back- up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing the Services); and
3.1.2 not extract, reverse-engineer, re-utilise, use, exploit, redistribute, re-disseminate, copy or store Your Data other than for the Business Purpose.
3.2 We shall notify You in writing without delay of any situation or envisaged development that shall in any way change the ability of Us to Process Your Data (PD) as set out in this Agreement.
3.3 In general, Your Data and any logs created by us relating to Your Data will be kept and stored for 60 days from the date of upload/creation, after which point it will then be automatically deleted by Us. Notwithstanding this, we shall, at Your cost and taking into account the nature of Our Processing of Personal Data, promptly comply with any written request from You requiring Us to amend, transfer or Delete any of Your Data in advance of the expiration of this 60 day period. You may also retrieve and delete Your Data using our API.
3.4 At Your request and cost, We shall provide to You a copy of all Your Data held by Us in a commonly used format.
3.5 At Your request and cost, taking into account the nature of Our Processing of the Personal Data and the information available, We shall provide to You such information and such assistance as You may reasonably require, and within the timescales reasonably specified by You, to allow You to comply with Your obligations under Data Protection Legislation, including but not limited to assisting You to:
3.5.1 comply with Your own security obligations with respect to the Personal Data;
3.5.2 discharge Your obligations to respond to requests for exercising Data Subjects’ rights with respect to the Personal Data;
3.5.3 comply with Your obligations to inform Data Subjects about serious Personal Data Breaches;
3.5.4 carry out data protection impact assessments and audit data protection impact assessment compliance with respect to the Personal Data; and
3.5.5 the consultation with the ODPC following a data protection impact assessment, where a data protection impact assessment indicates that the Processing of the Personal Data would result in a high risk to Data Subjects.
3.6 Any proposal by Us to in any way use or make available Your Data other than as provided for pursuant to this Agreement shall be subject to prior written approval of You.
3.7 You acknowledge that We are under no duty to investigate the completeness, accuracy or sufficiency of (i) any instructions received from You, or (ii) any Your Data.
3.8 You shall:
3.8.1 ensure that You are entitled to transfer Your Data (PD) to Us so that We may lawfully process and transfer (if applicable) Your Data (PD) in accordance with this Agreement;
3.8.2 ensure that the relevant Data Subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by Data Protection Legislation;
3.8.3 notify Us in writing without delay of any situation or envisaged development that shall in any way influence, change or limit the ability of Us to process Your Data (PD) as set out in this Agreement;
3.8.4 ensure that Your Data (PD) that You instructs Us to Process pursuant to this Agreement is:
(a) obtained lawfully, fairly and in a transparent manner in relation to the Data Subject (including in respect of how consent is obtained);
(b) collected and processed for specified, explicit and legitimate purposes, and not further processed in a manner incompatible with those purposes;
(c) adequate, relevant and limited to what is necessary in relation to the purposes for which it is processed;
(d) accurate, and where necessary kept up to date;
(e) erased or rectified without delay where it is inaccurate, having regard to the purposes for which they are processed;
(f) kept in a form which permits identification of Data Subjects for no longer than is necessary for the purposes for which the Personal Data are processed (subject to circumstances where Personal Data may be stored for longer periods insofar as it will be processed solely for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes, and subject to the implementation of Appropriate Technical and Organisational Measures);
(g) processed in a manner that ensures appropriate security of the Personal Data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using Appropriate Technical and Organisational Measures; and
3.8.5 provide such information and such assistance to Us as We may reasonably require, and within the timescales reasonably specified by Us, to allow Us to comply with Our obligations under Data Protection Legislation.
3.9 Your Data (PD) passed to Us for Processing shall not be kept by You for a period that is longer than necessary.

Our employees

4.1 We shall take reasonable steps to ensure the reliability of all Our employees who have access to Your Data (PD), and to ensure that such employees have committed themselves to a binding duty of confidentiality in respect of Your Data (PD).

Records

5.1 We shall keep at Our normal place of business records (including in electronic form) relating to all categories of Processing activities carried out on behalf of You, containing:
5.1.1 the general description of the security measures taken in respect of the Personal Data, including details of any Security Features and the Appropriate Technical and Organisational Measures;
5.1.2 the name and contact details of Us; any sub-supplier; and where applicable Our representatives; and where applicable any Data Protection Officer appointed by Us;
5.1.3 the categories of Processing by Us on behalf of You; and
5.1.4 details of any non-EEA Personal Data transfers, and the safeguards in place in respect of such transfers

Audits

6.1 Subject to Clause 6.2, 6.3 and 6.5, and to the extent required by Data Protection Legislation, You shall have the right to examine and review the use by Us of Your Data provided to Us by You only for the purpose of ascertaining that Your Data has been used and Processed in accordance with the terms of this Agreement.
6.2 An audit under this Clause 6 shall be carried out on the following basis: (i) You must first contact Us by email asking for evidence of compliance with Our obligations under this Agreement, and We shall respond to such email within 30 Business Days; (ii) if We have not responded to Your email with a response which is reasonably satisfactory to You within such 30 Business Day period then, no more than once in any twelve (12) month period and during Normal Business Hours during the course of one Business Day You may audit Our Processing of Your Personal Data at a location agreed by Us. You shall bear the reasonable expenses incurred by Us in respect of any such audit and any such audit shall not interfere with the normal and efficient operation of Our business. We may require, as a condition of granting such access, that You (and representatives of You) enter into reasonable confidentiality undertakings with Us.
6.3 The scope of any examination and review by You of the use by Us of the Personal Data shall be agreed in writing prior to the commencement of any such examination and review.
6.4 In the event that the audit process determines that We are materially non-compliant with our obligations under this Section, You may, by notice in writing, deny further access to Your Data.
6.5 To the extent permitted under Data Protection Legislation, We may demonstrate Our and, if applicable Our Sub-processors’, compliance with Our obligations under this Section through Our compliance with a certification scheme or code of conduct approved under Data Protection Legislation.

Data Subject Requests

7.1 Taking into account the nature of Our Processing of the Personal Data and at Your cost, We shall assist You by employing Appropriate Technical and Organisational Measures, insofar as this is possible, in respect of the fulfilment of Your obligations to respond to requests from a Data Subject exercising his/her rights under Data Protection Legislation.
7.2 We shall, at Your cost, notify You as soon as reasonably practicable if We receive:
7.2.1 a request from a Data Subject for access to that person’s Personal Data (relating to the Services);
7.2.2 any communication from a Data Subject (relating to the Services) seeking to exercise rights conferred on the Data Subject by Data Protection Legislation in respect of Personal Data; or
7.2.3 any complaint or any claim for compensation arising from or relating to the Processing of such Personal Data.
7.3 We shall not disclose the Personal Data to any Data Subject or to a third party other than at the request of You, as provided for in this DPA, or as required by law in which case We shall to the extent permitted by law inform You of that legal requirement before We discloses the Personal Data to any Data Subject or third party.
7.4 We shall not respond to any request from a Data Subject except on the documented instructions of You or an Authorised Person or as required by law, in which case We shall to the extent permitted by law inform You of that legal requirement before We respond to the request.

Data Protection Officer

8.1 We shall appoint a Data Protection Officer, if required to do so pursuant to Data Protection Legislation, and provide You with the contact details of such Data Protection Officer.
8.2 You shall appoint a Data Protection Officer, if required to do so pursuant to Data Protection Legislation, and provide Us with the contact details of such Data Protection Officer.

Security

9.1 We shall, in accordance with Our requirements under Data Protection Legislation, implement Appropriate Technical and Organisational Measures to safeguard the Your Data (PD) from unauthorised or unlawful Processing or accidental loss, alteration, disclosure, destruction or damage, and that, having regard to the state of technological development and the cost of implementing any measures (and the nature, scope, context and purposes of Processing, as well as the risk to Data Subjects), such measures shall be proportionate and reasonable to ensure a level of security appropriate to the harm that might result from unauthorised or unlawful Processing or accidental loss, alteration, disclosure, destruction or damage and to the nature of the Personal Data to be protected.
9.2 We shall ensure that Your Data provided by You can only be accessed by persons and systems that are authorised by Us and necessary to meet the Business Purpose, and that all equipment used by Us for the Processing of Your Data shall be maintained by Us in a physically secure environment.
9.3 You shall make a back-up copy of Your Data as often as is reasonably necessary and record the copy on media from which Your Data can be reloaded in the event of any corruption or loss of Your Data.

Breach reporting

10.1 We shall promptly inform You if any of Your Data is lost or destroyed or becomes damaged, corrupted, or unusable, or if there is any accidental, unauthorised or unlawful disclosure of or access to any of Your Data. In such case, We will use Our reasonable endeavours to restore Your Data at Your expense (save where the incident was caused by Our negligent act or omission, in which case it will be at Our expense), and will comply with all of Our obligations under Data Protection Legislation in this regard.
10.2 We must inform You of any Personal Data Breaches, or any complaint, notice or communication in relation to a Personal Data Breach, without undue delay. Taking into account the nature of Our Processing of the Personal Data and the information available to Us and at Your cost We will provide sufficient information and assist You in ensuring compliance with Your obligations in relation to notification of Personal Data Breaches (including the obligation to notify Personal Data Breaches to the ODPC within seventy two (72) hours), and communication of Personal Data Breaches to Data Subjects where the breach is likely to result in a high risk to the rights of such Data Subjects. Taking into account the nature of Our Processing of the Personal Data and the information available to Us and at Your cost, We shall co-operate with You and take such reasonable commercial steps as are directed by You to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

Restricted transfers

11.1 A Restricted Transfer may not be made by Us (other than transfers to our Affiliates and by any agents and contractors for the purposes of performing the Services, and You shall endeavour to obtain explicit consent from relevant Data Subjects in respect of such potential transfers) without the prior written consent of You (such consent not to be unreasonably withheld, delayed or conditioned), and if such consent has been obtained (or is unnecessary), such Restricted Transfer may only be made where there are Appropriate Technical and Organisational Measures in place with regard to the rights of Data Subjects (including but not limited to the Standard Contractual Clauses, Privacy Shield, binding corporate rules, or any other model clauses approved by the ODPC).
11.2 Subject to Clause 11.3, in the event of any Restricted Transfer by Us to a contracted Sub- processor, to any Affiliate of You or otherwise ("Data Importer") for which your consent has been obtained (or is unnecessary), We and You shall procure that (i) You (where the Restricted Transfer is being made at the request of You) or Us acting as agent for and on behalf of You (where the Restricted Transfer is being made at the request of Us), and (ii) the Data Importer, shall enter into the Standard Contractual Clauses in respect of such Restricted Transfer.
11.3 Clauses 11.1 or 11.2 shall not apply to a Restricted Transfer if other compliance steps (which may include, but shall not be limited to, obtaining explicit consents from Data Subjects) have been taken to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Legislation.

Sub-processors

12.1 You agree and acknowledge that We may have Your Data Processed by any of Our Affiliates and by any agents and contractors for the purpose of providing the Service (a "Sub-processor"). If you object to such sub-processing arrangements, then You should confirm this to Us and, if you do so confirm, You acknowledge that You may no longer be able to avail of some or all of Our Services.
12.2 We must enter into a data processing contract with the Sub-processor which places the same data protection obligations on the Sub-processor as We have in this Agreement (in particular, providing sufficient guarantees to implement Appropriate Technical and Organizational Measures in such a manner that the Processing will meet the requirements of Data Protection Legislation).
12.3 With respect to each Sub-processor, We shall, before the Sub-processor first Processes Your Data (PD), ensure that the Sub-processor is capable of providing the level of protection for Your Data (PD) required by this Agreement.
12.4 We will remain fully liable to You in respect of any failure by the Sub-processor to fulfil its data protection obligations in this regard.

Warranties

13.1 We warrant and undertake to You that:
13.1.1 We will Process Your Data in compliance with our obligations under Data Protection Legislation;
13.1.2 We will maintain Appropriate Technical and Organisational Measures against the unauthorised or unlawful Processing of Your Data (PD) and against the accidental loss or destruction of, or damage to, Your Data (PD); and
13.1.3 We will discharge Our obligations under this Section with all due skill, care and diligence.
13.2 You hereby warrant and undertake that:
13.2.1 You have complied with and shall comply with Your obligations under Data Protection Legislation;
13.2.2 You have the right to transfer (or to authorise Users to transfer) Your Data (PD) to Us in accordance with the terms of this Agreement;
13.2.5 Your instructions that are set out in this Section accurately reflect the instructions of the Data Controller to the extent that We are a Data Processor on behalf of the Data Controller;
13.2.6 You shall and shall cause, appropriate notices to be provided to, and valid consents to be obtained from, Data Subjects, in each case that are necessary for Us to Process (and have Processed by Sub-processors) Personal Data under or in connection with this Agreement, including Processing outside the EEA on the basis of any of the legal conditions for such transfer and Processing set out in Clause 11 above;
13.2.6 You shall and shall cause, appropriate notices to be provided to, and valid consents to be obtained from, Data Subjects, in each case that are necessary for Us to Process (and have Processed by Sub-processors) Personal Data under or in connection with this Agreement, including Processing outside the EEA on the basis of any of the legal conditions for such transfer and Processing set out in Clause 11 above;
13.2.7 You shall not, by act or omission, cause Us to violate any Data Protection Legislation, notices provided to, or consents obtained from, Data Subjects as a result of Us or Our Sub-processors Processing the Personal Data; and
13.2.8 notwithstanding anything contained in this Agreement, You shall pay in immediately available funds Our costs incurred or likely to be incurred, at Our option in advance under this Section (where matters are to be at Your cost).

Indemnity

14.1 You (the "Indemnifying Party") agree to indemnify and keep indemnified and defend at Your own expense Us (the "Indemnified Party") against all costs, claims, damages or expenses incurred by the Indemnified Party or for which the Indemnified Party may become liable due to any failure by the Indemnifying Party or its employees or agents to comply with any of its obligations under this Section and/or under Data Protection Legislation.
14.2 If any third party makes a claim against the Indemnified Party, or notifies an intention to make a claim against the Indemnified Party, the Indemnified Party shall: (i) give written notice of the claim against the Indemnified Party to the Indemnifying Party as soon as reasonably practicable; (ii) not make any admission of liability in relation to the claim against Indemnified Party without the prior written consent of the Indemnifying Party; (iii) at the Indemnifying Party’s request and expense, allow the Indemnifying Party to conduct the defence of the claim against the Indemnified Party including settlement; and (iv) at the Indemnifying Party’s expense, co-operate and assist to a reasonable extent with the Indemnifying Party's defence of the claim against the Indemnified Party.

Limitation of liability

15.1 Unless required to do so by the ODPC or any other competent supervisory authority, We shall not make any payment or any offer of payment to any Data Subject in response to any complaint or any claim for compensation arising from or relating to the Processing of Your Data, without the prior written agreement of You.
15.2 You acknowledge and agree that We are reliant on You for direction as to the extent to which We are entitled to use and process Your Data (PD). Consequently, We will not be liable for any claim brought by a Data Subject arising from any action or omission by Us, to the extent that such action or omission resulted directly from Your instructions and/or the transactions contemplated by this Section.

Consequences of termination on Your Data.

Upon termination or expiry of this Agreement, at the choice of You, We shall Delete or return all Your Data to You and Delete existing copies of Your Data, unless legally required/entitled to store Your Data for a period of time. If You make no such election within a ten (10) day period of termination or expiry of this Agreement, We may Delete any of Your Data in our possession; and if You elect for destruction rather than return of Your Data, We shall as soon as reasonably practicable ensure that all Your Data is Deleted from Our System, unless legally required/entitled to store Your Data for a period of time.

GENERAL TERMS AND CONDITIONS

  1. Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
  2. Technical support is only provided via email.
  3. You understand that the Company uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
  4. You must not modify, adapt or hack the Service.
  5. You must not modify another website so as to falsely imply that it is associated with the Service or the Company.
  6. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by the Company.
  7. We may, but have no obligation to, remove content and accounts that we determine in our sole discretion are unlawful or violates any party’s intellectual property or these Terms of Service.
  8. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Service customer, Company employee or officer will result in immediate account termination.
  9. You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
  10. We reserve the right to temporarily disable your account if your usage significantly exceeds the average usage of other Service customers. Of course, we’ll reach out to the account owner before taking any action except in rare cases where the level of use may negatively impact the performance of the Service for other customers.
  11. The Company does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
  12. You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
  13. The failure of the Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and the Company and govern your use of the Service, superceding any prior agreements between you and the Company (including, but not limited to, any prior versions of the Terms of Service).

QUESTIONS

Nifty is located at 315 W 36th St, New York, NY 10018. If you wish to contact us or have any questions about these Terms of Service, please contact us at team@nifty.pm.

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