Terms & Conditions
This application for mobile device and the related services are provided by Nembol, Inc. ("Nembol", "our", "us" or "we”). These Terms and Conditions ("T&C") govern your access to and use of Nembol's application, websites, products, and services for the display or sale of items (“Merchandise”) directly through the Applications or Site. These T&C are between you, the user, together with any company, affiliate or other business entity you are representing (collectively, the “User”, “you” or “your”) and Nembol.
Note: These T&C are effective as of February 5, 2015.
Nembol, Inc. provides the services (the "Services") through our applications for mobile devices (the "Applications") and our website, accessible at www.nembol.com (the "Site").
Any User who wants to access the Site or Applications for use of the Services to sell or display Merchandise or other content must accept these T&C without change. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THESE T&C, AND ALL POLICIES AND GUIDELINES OF THE SITE AND APPLICATIONS THAT ARE INCORPORATED BY REFERENCE.
Nembol reserves the right to change any of the terms and conditions contained in these T&C or any policies or guidelines governing the Site, Applications or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site or on the Applications. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THE SITE AND THE SERVICES FOLLOWING NEMBOL’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE T&C, DO NOT CONTINUE TO USE THE SERVICES, THE SITE OR APPLICATIONS.
Use of the Site, Applications and Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Services. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for the Services within such country; and (b) you have all requisite right, power and authority to enter into these T&C and perform your obligations hereunder. If for any reason, Nembol, in its discretion, believes such information to be incorrect, it reserves the right, without provision of any notice to the User, to suspend or revoke any and all licenses under these T&C or to refuse to provide the Services of the Site or Applications to the User under these T&C.
2) Users’ Fees and Payment Terms
Some functions or services (Premium Services) of the Site or Applications may from time to time be provided for a fee. All such fees are listed as a percentage of the final sale price unless stated otherwise. All fees and payment terms may vary in the future. The fee and payment terms in effect on the date of sale of the Merchandise shall govern the transaction unless stated otherwise. You should check the fees and terms each time you participate. All fees are charged to User’s credit card or deducted from User’s bank account according to the information provided. To gain access to the Premium Services, you must register through the Application or the Site providing your real name, address, phone number, e-mail address, tax identification number and valid banking or credit card information. By registering and using the Premium Services, you authorize Nembol to charge any fees.
3) Applicable Policies and Guidelines
4) Nembol’s Role
Nembol provides a platform for Users to share content related to their products and services on multiple digital channels such as websites, blogs, mobile apps, e-commerce engines, content management systems, email enablers, listed by Nembol on its Applications and Sites (Channels). Nembol is not involved in the actual transaction between Users and Buyers and is not the agent of Users and has no agency authority for any purpose, and Nembol is not the agent of Buyers for any purpose. As a User, you may use the Services to share any content unless it is prohibited content as defined in the Site’s Terms of Service, these T&C or otherwise prohibited by law. Without limitation, you may not list any item or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. It is up to the User to accurately describe the item for sale. As a User, you use the Site and the Services at your own risk.
As the User, you acknowledge that, by only providing you with the ability to publish your own or third party products, services or content, the Services act only as passive conduits for the distribution and/or publishing of such products or content. Nembol has no obligation to you or any third party, and undertakes no responsibility, to review your sale, the products listed therein or any other content to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if Nembol believes in its discretion that your sale or any products, services, content or other materials in the listing or on Nembol’s servers may create liability for Nembol or harm other users of the Services, then you agree that Nembol may take any actions with respect to the content or materials or listing that Nembol believes are prudent or necessary to minimize or eliminate our potential liability or to protect other users of our Services.
5) User Responsibilities
User is solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content displayed or posted through the Applications or the Site, including all descriptions of Merchandise and disclosure and warnings of product materials that are required to be disclosed by any applicable domestic and international laws, statutes, ordinances and/or regulations where the Merchandise is offered for sale.
Notwithstanding anything contained in the foregoing, if you breach any of the terms of these T&C, Nembol is entitled to suspend or terminate the publication of your content and/or any access to information or data related to your user account.
6) Service License
User acknowledges and agrees that, as between you and Nembol, all Services and Applications provided by Nembol, and all worldwide intellectual property rights therein, are the exclusive property of Nembol. All rights not expressly granted to you in this Agreement are reserved by Nembol.
User acknowledges that the Services and Applications and their structure, organization, and source code constitute valuable intellectual property of Nembol. Accordingly, you will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Site, Applications or Services; or (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Site, Applications or Services.
Nembol grants to User a royalty-bearing, non-exclusive, non-transferable, non-assignable limited and personal license to use the Applications (in executable format only) for User’s internal operations and not for any service bureau, rental or other customer-facing purposes (including without limitation to provide public (commercial or non-commercial) services like SAAS, Cloud, or BPO.
7) User and Nembol relationship
We may refuse service to anyone for any reason. User will bear all risk of credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) or loss in connection with payment transactions. We will not bear the risk of credit card fraud in connection with any of User's products published via Nembol.
User may terminate his or her participation in the Site or Applications at any time by informing us using the standard method then-currently provided by Nembol for such termination, and we may terminate User's participation in the Site or Applications at any time without notice to User. Upon termination, User must pay us whatever fees were incurred prior to the effective date of the termination. Also upon termination, any pending publication will be canceled.
These Terms don't grant User any rights in any of our Services or Applications or the content accessed through them. While we appreciate it when Users send us feedback, please be aware that we may use, modify, incorporate into our products and services, license and sublicense, any feedback, comments, or suggestions Users send us or post in our forums without any obligation to User.
8) Reservation of Rights
Nembol retains the right to determine the content, appearance, design, functionality and all other aspects of the Applications, the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site, Applications and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require User not to list, any or all products in our sole discretion. You will stop and/or cancel publication of your products if we ask you to do so.
10) Currency conversion
Nembol will use best effort and the current currency exchange rate to automatically convert prices published by Users in one currency into the currency required by those Channels requiring prices in a different currency. By using the services, User accepts such currency conversion.
11) User Obligation
By entering into these T&C and posting products or content via Nembol, User agrees to complete the transaction or publication as described by the Terms and Conditions of each Channel used. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
You covenant that any products, services, or content published and listed shall not violate Nembol’s or other Channels’ Terms of Service as they may be amended from time to time, or any of the following:
. a. Be false, inaccurate or misleading;
. b. Be fraudulent or involve the sale of counterfeit, stolen or infringing items;
. c. Infringe or misappropriate any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
. d. Violate any law, statute, ordinance or regulation (including those governing privacy, publicity, export control, consumer protection, intellectual property, gambling, unfair competition, antidiscrimination, criminal activities or false advertising);
. e. Be defamatory, libelous, offensive, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
. f. Be obscene or contain adult items, nudity or child pornography;
. g. Contain any viruses, Trojan horses, worms, time bombs, spiders, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
. h. Involve the transmission of any unsolicited commercial or bulk email (known as "spamming") and you shall not use your account as a return address for unsolicited commercial mail originating elsewhere or participate in any activities related to so-called pyramid, ponzi schemes or the like;
. i. Involve the collection, sale or transmission of, or attempt to collect personally identifiable information of any person or entity, except with the express written consent of that person or entity and of which consent you shall maintain a written record for a period of three (3) years after any termination of these T&C;
. j. Be harmful or potentially harmful to Nembol’s Server structure as determined Nembol’s discretion, including without limitation overloading the Nembol’s technical infrastructure;
. k. Create liability for Nembol and its subcontractors or expose them to undue risk or otherwise engage in activities that Nembol , in its sole discretion, determines to be harmful to Nembol, its affiliates, operations, reputation, or goodwill; and
. l. Link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation, or that violate these T&C; and
User agrees not to publish, offer for sale, sell or otherwise distribute any of the following items on, through or connected with your sale:
a. Blood, bodily fluids or body parts;
b. Burglary tools;
c. Counterfeit items;
d. Illegal drugs and drug paraphernalia;
e. Fireworks, destructive devices and explosives;
f. Identity documents, government documents, personal financial records or personal information (in any form, including mailing lists);
g. Lottery tickets, sweepstakes entries or slot machines;
h. Obscene material or child pornography;
i. Offensive material or hate speech;
j. Police badges or uniforms;
k. Prescription drugs or devices;
n. Recalled items;
o. Prohibited services;
p. Stocks or other securities;
q. Stolen property; or
r. Any product or service that is illegal or marketed or sold in such a way as to create liability for Nembol or for any Channels.
You further agree not to publish, offer for sale, sell or otherwise distribute any of the following items, except as permitted by, and in full compliance with, all applicable federal, state, local and other laws:
a. Digital files that you do not own or have all necessary rights or license to store, display, perform, copy and distribute;
b. Event tickets;
c. Food items;
d. Tobacco products;
e. Alcoholic products;
f. Hazardous, restricted or perishable items;
h. Animals, animal products, plants and seeds;
i. Charitable services or goods and fundraising;
k. Currency and stamps;
l. Used items, such as clothing or, bedding and cosmetics;
m. Adult items or pornography;
n. Content or material that is infringing or otherwise violates the law, including: music; movies; e-books; games; videos; photographs and software; or
o. Weapons and other related items, including, without limitation, firearms, firearm parts and magazines, ammunition, BB and pellet guns, tear gas, stun guns, switchblade knives and martial arts weapons.
12) User Taxes
You agree that it is the User's responsibility to determine whether User Taxes apply to the transactions and to collect, report, and remit the correct User Taxes to the appropriate tax authority, and that Nembol is not obligated to determine whether User Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction. "User Taxes" means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.
13) Password Security
Your password may be used only to access the Site and Application, use the Services, electronically sign your transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password.
14) Illegal Activity
a. Compliance with Laws. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name, business entity, tax identification number or use an invalid or unauthorized bank account. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and Nembol will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
b. Investigation. Nembol has the right, but not the obligation, to monitor any activity and content associated with the Site and Applications and investigate as we deem appropriate. Nembol also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access.
c. Disclosure of Information. Nembol also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Nembol’s systems and customers, or to ensure the integrity and operation of Nembol’s business and systems, Nembol may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.
15) Privacy; Use of Nembol Transaction Information
b. Confidentiality. You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any Buyer information or other data or information acquired by you or your affiliates through Nembol, except you may disclose this information as necessary for you to perform your obligations under these T&C, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information.
16) No Warranties
THE APPLICATION, THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. NEMBOL MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
a. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
b. THAT THE SITE OR THE SERVICES OR ANY SPECIFIC CHANNEL WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;
c. THAT YOU WILL SELL ANY MERCHANDISE THROUGH THE SERVICES OR THAT BUYERS WILL PERFORM AS PROMISED;
d. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
e. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF NEMBOL.
TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEMBOL DISCLAIMS ANY AND ALL SUCH WARRANTIES.
17) General Release
BECAUSE NEMBOL IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR OTHER PARTICIPANT OR MERCHANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTIES, YOU RELEASE NEMBOL (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
18) Indemnity/Limitation of Liability
a. Indemnity and Defense. You will defend, indemnify and hold harmless Nembol and its affiliates (and their respective employees, directors, officers agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in these T&C; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or User Taxes or the collection, payment or failure to collect or pay User Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.
b. Limitation of Liability. NEMBOL WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE T&C, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
19) Applicable Law
The laws of the state of California govern these T&C and all of its terms and conditions, without giving effect to any principles of conflicts of laws. Any dispute with Nembol or its affiliates relating in any way to these terms and conditions or your use of the Services in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $5,000 shall be adjudicated in any state or federal court in San Francisco County, California, and you consent to exclusive jurisdiction and venue in such courts.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Services, and your listing, sale and fulfillment of products through the Site or Applications.
Because Nembol is not the agent of User and is not the agent of Channel for any purpose, Nembol will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.
21) Your Grant
By entering into these T&C and listing an item, you grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to Nembol, the Site, Applications and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online or mobile point of presence (other than the Site or Applications) through which the Site, Applications and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site, Applications or Services); provided further, however, that nothing in these T&C will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to Nembol, the Site, Applications and its affiliates, and that the use of such materials by Nembol, the Site, Applications and its affiliates will not infringe upon or violate the rights of any third party.
Nembol, in its sole discretion, may suspend or terminate these T&C, your access to the Site, Applications or the Services immediately without notice for any reason.
23) Rights Upon Termination
In the event of expiration or termination for any reason, any rights granted under these T&C shall automatically and immediately cease and you shall stop using the Site, Services and Applications. Termination shall not affect the rights of Nembol to recover from You losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney’s fees or expert witnesses’ cost or other costs of any kind under these T&C. The provisions of these T&C that by their nature are ongoing, or as explicitly provided, will survive termination or expiration of these T&C for any reason.
24) General Provisions
b. No Agency; Third-Party Beneficiary. Nembol is not the agent, fiduciary, trustee, or other representative of you. Nothing expressed or mentioned in or implied from these T&C is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these T&C. These T&C and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Nembol, you, and relying Buyers or Users.
c. Severability. If any provision of these T&C shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
d. No Waiver. Nembol will not be considered to have waived any of our rights or remedies described in these T&C unless the waiver is in writing and signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Nembol’s failure to enforce the strict performance of any provision of these T&C will not constitute a waiver of Nembol’s right to subsequently enforce such provision or any other provisions of these T&C.
25) International users
Nembol provides global Services. Nembol's servers and operations are cloud-based and may be located in the United States. Nembol’s policies and procedures are based on United States law. As a User, you consent to: (a) the transfer, storage, and processing of your information, including but not limited to content and any personal information, to and in the United States and/or other countries; and (b) if you are using the Services from a country embargoed by the United States, or are on the United States Treasury Department's list of "Specially Designated Nationals," you agree that you will not engage in financial transactions, or conduct any commercial activities using or through the Services.
26) How to Contact Nembol
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Applications and Services. If you have any questions, complaints or claims, please contact us via email at email@example.com.