1. Introduction

1.1. Purpose

Our web platform is designed to allow clients to easily manage their beautiful and engaging Nichely website – even without being tech-savvy. We provide our clients with numerous tools and features for editing and monitoring their website, online store, newsletter, galleries, media players, etc – by utilizing their own content together with content and features offered by Nichley and others via our services (collectively – “Client Website(s)”).

#KISS Nichely offers a website platform for clients that lets them easily manage their online presence.

1.2. Legal Agreement

These Nichely Terms of Use (“Terms of Use”), together with our Privacy Policy available at http://nichely.marketing/privacy-policy/ (“Privacy Policy”), and such additional terms which specifically apply to some of our services and features as presented on the Nichely website(s) (“Nichely Website”, and collectively – the “Nichely Terms”), all set forth the entire terms and conditions applicable to each visitor or user (“User” our “you”) of the Nichely Website and/or any other services, applications and features offered by us with respect thereto, except where we explicitly state otherwise (collectively – the “Nichely Services” or “Services”).

The Nichely Terms constitute a binding and enforceable legal contract between Wix.com Ltd. and its affiliated companies and subsidiaries worldwide (“Nichely”, “us” or “we”) and you – so please read them carefully.

You may visit and/or use the Nichely Services only if you fully agree to the Nichely Terms – and by using and/or registering to any of the Nichely Services, you signify and affirm your informed consent to these Terms of Use and any other Nichely Terms applicable to your use of any Nichely Services.If you do not read, fully understand and agree to the Nichely Terms, you must immediately leave the Nichely Website and avoid or discontinue all use of the Nichely Services.

#KISS By visiting our website or using our services, you are entering into a legal agreement with us, consisting of these Terms of Use, our Privacy Policy, and our additional services’ legal terms. By using our services, you signify your consent to these terms. You may not use our services if you do not consent to all our terms.

1.3. User Agreement

In order to access and use certain sections and features of the Nichely Services, you must be a client and and signed a Service Agreement.

If anyone other than yourself accesses your User Account and/or any of your User Websites’ settings, they may perform any actions available to you (unless as specifically stated otherwise on the Nichely Services), make changes to your User Website(s) and User Account, and accept any legal terms available therein, make various representations and warranties and more – and all such activities will be deemed to have occurred on your behalf and in your name.

Therefore, we strongly encourage you to keep the log-in credentials of your User Account confidential, and allow such access only to people you trust – as you will be solely and fully responsible for all activities that occur under your User Account and/or User Websites (including for any representations, warranties and undertakings made therein), whether or not specifically authorized by you, and for any damages, expenses or losses that may result from such activities.

You must provide accurate and complete information when registering your User Account and using the Nichely Services, to which you are the sole and exclusive rightsholder. We strongly encourage you to provide your own (or your company’s) contact and billing details, including your valid e-mail address, as we may use it to identify and determine the actual and true owner of the User Account and/or User Content (as defined below) submitted to us.

We reserve the right to determine and/or grant ownership to a User Account based on our reasonable judgment, whether or not an independent investigation has been conducted by us. However, if we cannot make such determination (as we may deem in our sole discretion), we reserve the right to avoid doing so, without liability to you or to any other party.

#KISS To use our services, you must be a client of Nichely and signed a Service Agreement. You should keep your username and password protected and safe, and only allow people you trust to access your account or website settings. All activities that occur under your user account or website are your responsibility. The account information you provide us must be your own (or your company’s), and be accurate and complete. We will determine the ownership of all user accounts.

2. Your Obligations

2.1. You represent and warrant that:

  1. you are at least eighteen (18) years of age, or of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into the Nichely Terms and to form a binding agreement, for yourself or on behalf of the person or entity committed by you to the Nichely Terms;
  2. you are not a resident of (or will use the Nichely Services in) a country that the U.S. government has embargoed for use of the Nichely Services, nor are you named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations;
  3. your country of residence and/or your company’s country of incorporation is the same as the country specified in the contact and/or billing address you provide us;
  4. you understand that Nichely does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your End Users, or your compliance therewith;And specifically regarding your User Content:
  5. you own all rights in and to any content uploaded by you (“User Content”), including any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text, literary works and any other materials (“Content”), or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to the User Content, as necessary to legally use, publish, transfer or license any and all rights and interests in and to such User Content;
  6. the User Content is (and will continue to be) true, current, accurate, non-infringing upon any third party rights, and in no way unlawful for you to possess, post, transmit or display in the country in which you or your User Website’s visitors and users (“End Users”) reside, or for Nichely and/or your End Users to use or possess in connection with the Nichely Services;
  7. you have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the User Content, and you will adhere to all laws applicable thereto.

#KISS In order to use our services, there are certain obligations and conditions you need to meet. Among others, you need to be of a certain legal age of majority, reside and use our services in a permitted location. In addition, you must own all rights in any content you upload or publish via our services, ensure that such content is legal and reliable, and that anything you do with it (or enable Nichely or your end users to do with it) is legal.

2.2. You undertake and agree to:

  1. fully comply with all applicable laws and any other contractual terms which govern your use of the Nichely Services (and any related interaction or transaction), including those specific laws applicable to you or your End Users in any of your geographical locations;
  2. be solely responsible and liable with respect to any of the uses of the Nichely Services which occur under your User Account and/or User Website(s), and for any of your User Content (including for any consequences of using or publishing such User Content on or with respect to the Nichely Services);
  3. receive from time to time promotional messages and materials from Nichely or its partners, by mail, e-mail or any other contact form you may provide us with (including your phone number for calls or text messages). If you wish not to receive such promotional materials or notices – please just notify us at any time;
  4. allow Nichely to use in perpetuity, worldwide and free of charge, any version of your User Website (or any part thereof) for any of Nichely’s marketing and promotional activities, online and/or offline, and modify it as reasonably required for such purposes, and you waive any claims against Nichely or anyone on its behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your User Website with respect to such limited permitted uses;
  5. Nichely’s sole discretion as to the means, manner, and method for performing the Nichely Services, including those regarding the hosting, transmission, publication and/or display of any User Websites and/or Content (including the inclusion and presentation of any advertisements or other commercial content with respect thereto).

#KISS You must comply with all applicable laws. You will be responsible for your actions and for the actions of anyone who accesses your user account or website settings. You agree that we or our partners may send you promotional messages and content. You can easily opt-out of receiving promotional messages by contacting us. You allow us to use your website for our promotional activities, and to determine the manner in which the services will be performed.

2.3. You undertake and agree not to:

  1. copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the Nichely Website, the Nichely Services (or any part thereof), any Content offered by Nichely or Third Party Services for use and display within User Websites (“Licensed Content”) and/or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without Nichely’s prior written and specific consent and/or as expressly permitted under the Nichely Terms;
  2. submit, transmit or display any User Content, or use Licensed Content in a context, which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of Nichely or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval;
  3. publish and/or make any use of the Nichely Services or Licensed Content on any website, media, network or system other than those provided by Nichely, and/or frame, “deep link”, “page scrape”, mirror and/or create a browser or border environment around any of the Nichely Services, Licensed Content and/or User Website (or any part thereof), except as expressly permitted by Nichely, in advance and in writing;
  4. use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Nichely Services (or its data), or in any way reproduce or circumvent the navigational structure or presentation of any of the Nichely Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Nichely Services;
  5. act in a manner which might be perceived as damaging to Nichely’s reputation and goodwill or which may bring Nichely into disrepute or harm;
  6. impersonate any person or entity or provide false information on the Nichely Services and/or User Website, whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to Nichely and/or any End Users;
  7. falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that Nichely or any third party endorses you, your User Website, your business, your User Products, or any statement you make;
  8. reverse look-up, trace, or seek to trace another User of Nichely Services, or otherwise interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Nichely Services and/or User Website without their express and informed consent;
  9. disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Nichely Services, User Website, the account of another User(s), or any other systems or networks connected to the Nichely Services, by hacking, password mining, or other illegitimate or prohibited means;
  10. probe, scan, or test the vulnerability of the Nichely Services or any network connected to the Nichely Services;
  11. upload to the Nichely Services and/or User Website or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
  12. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Nichely Services or Nichely’s systems or networks connected to the Nichely Services, or otherwise interfere with or disrupt the operation of any of the Nichely Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
  13. use any of the Nichely Services and/or User Website in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising;
  14. sell, license, or exploit for any commercial purposes any use of or access to the Licensed Content and/or Nichely Services, except as expressly permitted by the Nichely Terms;
  15. remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Nichely Services and/or Licensed Content; or
  16. violate, attempt to violate, or otherwise fail to comply with any of the Nichely Terms or any laws or requirements applicable to your use of the Nichely Services.

You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in the immediate termination of your User Account and/or any Services provided to you – with or without further notice to you, and without any refund of amounts paid on account of any such Services.

#KISS In general, we just want you to be nice, and avoid doing anything that might harm us or anyone else. Among others, you may not copy our materials, use any content in an illegal or harmful manner, use our services or content on any platform or website not provided by us, make any misrepresentations or abuse our Services, or otherwise violate anyone’s rights or any applicable laws. Failure to abide by any of these rules may bring us to cancel your account and stop providing you with any services.

3. Content & Ownership

3.1. Your Intellectual Property

As between Nichely and you, you shall own all intellectual property pertaining to your User Content, including to any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text, literary works and any other materials created by you. You hereby grant Nichely a royalty-free, perpetual, irrevocable, non-exclusive, transferable and sublicensable right and license to use your User Content (in whole or in part) worldwide in order to provide you with the Nichely Services, and as further specified in Section ‎2.2(5) above.

#KISS You own all rights to your content. We may use your content in order to provide you with our services.

3.2. Nichely’s Intellectual Property

All rights, title and interest in and to the Nichely Services, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, the “look and feel” of the Nichely Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), and any derivations thereof, are owned by and/or licensed to Nichely.

Subject to your full compliance with the Nichely Terms and timely payment of all applicable Fees, Nichely hereby grants you, upon signing a Service Agreement and for as long as Nichely wishes to provide you with the Nichely Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Nichely Services and Licensed Content, for the purpose of generating and displaying your User Website to End Users and offering your User Products and services therein, solely as expressly permitted under the Nichely Terms, and solely within the Nichely Services.

The Nichely Terms do not convey any right or interest in or to Nichely’s Intellectual Property (or any part thereof), except only for the limited license expressly granted above. Nothing in the Nichely Terms constitutes an assignment or waiver of Nichely’s Intellectual Property rights under any law.

#KISS We own all rights in and to our services, content, data, technology and features. You may use our services and content so long as you fully comply with these terms and ensure full and timely payments.

3.3. Feedback & Suggestions

If you provide us with any suggestions, comments or other feedback relating to the Nichely Services (whether existing, suggested or contemplated), which is or may be subject to any Intellectual Property rights (“Feedback”), such Feedback shall be exclusively owned by Nichely. By providing such Feedback to Nichely, you (1) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (2) irrevocably assign to Nichely any right, title and interest you may have in such Feedback, (3) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback.

#KISS We welcome any form of feedback or suggestions. If you do provide us with any, please make sure that it is accurate and legal.

4. Privacy

Certain parts of the Nichely Services (including certain Third Party Services available therein, as further explained in Section 8 below) require or involve the submission, collection and/or use of certain personally identifying or identifiable information. In particular and as a part of accessing or using the Nichely Services, Nichely and such Third Party Services may collect, access and use certain data pertaining to Users and End Users, including the activities or navigation undertaken by Users and End Users through the Nichely Services and/or User Websites. We encourage you to read our Privacy Policy and each such Third Party Services’ relevant policies on a regular basis, for a description of such data collection and use practices.

#KISS We care about your privacy, and you should too. Please read our Privacy Policy to learn more about our practices concerning personal information.

5. Service Fees

5.1. Paid Services

The use of certain Nichely Services may be subject to payment of particular fees, as determined by Nichely in its sole discretion (“Paid Services” and “Fee(s)”, respectively). Nichely will provide notice of such Fees then in effect in relation to such Paid Services. If you wish to receive or use such Paid Services, you are required to pay all applicable Fees in advance.

Nichely reserves the right to change its Fees at any time, upon notice to you if such change may affect your existing subscriptions. If you received a discount or other promotional offer, Nichely shall have the right to automatically and without notice renew your subscription to such Nichely Service(s) at the full applicable Fee.

All Fees shall be deemed to be in U.S. Dollars, except as specifically stated otherwise in writing byNichely. To the extent permitted by law (and unless specified otherwise byNichely in writing), all Fees are exclusive of all taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities (“Taxes”), and you shall be responsible for payment of all applicable Taxes relating to your use of the Nichely Services, or to any payments or purchases made by you. If Nichely is obligated to collect or pay Taxes for the Fees payable by you, and whether or not such Taxes were added and collected from you for previous transactions, such Taxes may be added to the payment of any outstanding Fees and will be reflected in the Invoice for such transaction.

As part of registering or submitting information to receive Paid Services, you also authorize Nichely (either directly or through its affiliates, subsidiaries or other third parties) to request and collect payment (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated banking account, and to make any inquiries Nichely or its affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).

#KISS Some of our services cost money. We will let you know how much beforehand. Our prices are stated in U.S. Dollars and before taxes, unless otherwise said. If needed, we or our affiliates may request and collect payments and related information from the relevant payment providers and banks.

5.2. Invoices

Nichely and/or its affiliated companies will issue an invoice or credit memo for any payment of Fees or refund made to or by Nichely (“Invoice”). Each Invoice will be issued in electronic form and based on the country stated in your billing address, and will be made available to you via your User Account and/or by e-mail. For the purpose of issuing the Invoice, you may be required to furnish certain Personal Information (as such term is defined in the Privacy Policy) in order to comply with local laws. Please note that the Invoice presented in your User Account may be inadequate with your local law requirements, and in such case may be used for pro forma purposes only.

#KISS Invoices for our paid services will be available in your user account.

5.3. Subscription Renewals

In order to ensure that you do not experience any interruption or loss of services due to the lapse of any particular subscription period, the Nichely Services operate with automatic renewal, on a recurring-fees basis (except where explicitly stated otherwise by Nichely in writing). Accordingly, where applicable, Nichely will attempt to automatically renew the applicable Nichely Service(s) for a renewal period equal in time to the original subscription period for such Service, and automatically charge you the applicable Fees using the payment method you have on file with Nichely.

For example, if the original subscription period for a Service is one month, each of its renewal periods (where applicable) will be for one month. Therefore, unless you cancel the applicable Wix Service(s), Wix will automatically renew such Service when it comes up for renewal, and charge you the applicable recurring Fees. In order to avoid any interruptions or loss of services due to failure to process renewal charges prior to the expiration of the subscription period then in effect, we reserve our right (but shall not be obligated) to charge for the upcoming renewal period up to two (2) weeks before such renewal period actually commences. In the event of failure to collect the Fees owed by you, we may in our sole discretion (but shall not be obligated to) retry to collect on a later time, and/or suspend or cancel your User Account, without further notice.

For information about cancelling your Paid Services, please see Section 6.1 below.

Notwithstanding anything to the contrary in the foregoing, you are and shall be solely responsible to verify and ensure the successful renewal of the Nichely Services you use (whether or not such Nichely Services are subject to automatic subscription renewals). Accordingly, you shall be solely responsible with respect to any discontinuation of any Nichely Services previously purchased by you, including due to a cancellation, failure to charge the applicable recurring Fees, or due to any Nichely Services not being subject to automatic subscription renewals. You acknowledge and agree that you shall not have any claims against Nichely in relation to the discontinuation of any Nichely Services or Third Party Services, for whatever reason.

#KISS To make sure you don’t lose your domain or experience interruptions with your website at the end of your subscription period, we’ll automatically renew it. Some services whether on purpose or mistake may not automatically renew. You should make sure that your subscriptions are renewed in time.

5.4. Chargebacks

If, at any time, you contact your bank or credit card company and decline, chargeback or otherwise reject the charge of any payable Fees (“Chargeback”), this act will be considered a breach of your payment obligations hereunder, and your use of the Nichely Services may be automatically terminated.

In the event a Chargeback is performed, your User Account may be blocked without the option to re-purchase or re-use it, and any data contained in such User Account, including any domains, applications and Third Party Services may be subject to cancellation and Capacity Loss (as defined in Section 6.3 below).

Your use of the Nichely Services will not resume until you re-subscribe for any such Nichely Services, and pay any applicable Fees in full, including any fees and expenses incurred by Nichely and/or any Third Party Services for each Chargeback received (including Fees for Nichely Services provided prior to the Chargeback, handling and processing charges and fees incurred by the payment processor).

If you have any questions or concerns regarding a payment made to Nichely, we encourage you to first contact our Customer Support team before filing a Chargeback or reversal of payment, in order to prevent the Nichely Services from being cancelled and your User Account being blocked, and to avoid the filing of an unwarranted or erroneous Chargeback, which may result in your being liable for its applicable Fees, in addition to re-payment of all the Fees applicable to the Nichely Services purchased (and charged-back) by you.

We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the User responsible for such Chargeback did in fact authorize the transaction and make use of the services rendered thereafter.

#KISS Chargebacks may bring us to cancel your account, so we urge you to avoid causing them. Please contact our Customer Support team before filing a chargeback. You will be responsible for any incorrect fees, losses and expenses that follow.

6. Cancellation

6.1. Cancellation by User

You may discontinue to use and request to cancel your User Account and/or any Nichely Services at any time, in accordance with the instructions available on the Nichely Services. The effective date and time for such cancellation shall be the date and time on which you have completed the cancellation process on the Nichely Services, and the effective date for cancellation of Paid Services shall be at the end of such Paid Services’ subscription period.

Notwithstanding anything to the contrary in the foregoing, with respect to automatically-renewed subscriptions to Paid Services, such subscription will be discontinued only upon the expiration of the respective period for which you have already made payment. Please note that as the cancellation process may take a few days, in order to avoid the next automatic renewal and respective charge the cancellation request should be made at least fourteen (14) days prior to the expiration of the then-current service period.

#KISS You may cancel your account or any services at any time. Once we process your cancellation request, we will not charge you for any additional subscription renewals.

6.2. Cancellation by Nichely

Failure to comply with any of the Nichely Terms and/or to pay any due Fee shall entitle Nichely to suspend (until full payment is made) or cancel your User Account and User Website (or certain features thereof), as well as the provision of any related Nichely Services (e.g., Paid Services) or Third Party Services to you.

#KISS If you violate any of these terms or fail to make timely payments, we may suspend or cancel your account.

6.3. Loss of Data, Content & Capacity

If your User Account or any Nichely Services or Third Party Services related to your User Account are cancelled (whether at your request or at Nichely’s discretion), it may cause or result in the loss of certain content, features, or capacity of your User Account, including any User Content, End User data or other usage data retained therein, and including any domain name reservation or registration that was included in such Services (“Capacity Loss”). Nichely shall not be liable in any way for such Capacity Loss, or for saving a backup of your User Account, User Content or End User data. Please also note that additional Fees may apply to re-activation of a User Account and/or any Nichely Services following their cancellation, as determined by Nichely in its sole discretion.

#KISS If your account or any of your services are cancelled, it may result in loss of content and data. You are responsible to backup your data and materials.