NUiT Terms of Use Agreement

Last revised on August 28, 2017

Welcome to NUiT, the social networking and matchmaking service for adults to meet each other online based on astrological compatibility, operated by NUiT Corporation (the “Company” or “NUiT“) with a principal address of 108 West 13th St., Wilmington, DE 19801.

By accessing the NUiT services (the “Service“), you agree to be bound by these Terms of Use (this “Agreement“), whether or not you register as a member of NUiT. If you wish to become a member and make use of the NUiT service
which may consist of but not limited to the following services, compatibility services, and astrological services without limitation: astrological content, reports, tarot readings, fortunes, numerology, games, quizzes, and email consultations (the “Service“), please read these Terms of Use. The term “Service” is deemed to refer to using of the Service by means of a computer, a mobile device or a mobile application.

You should also read the NUiT Privacy Policy, which is incorporated by reference into this Agreement and available on the Servce. If you do not accept and agree to be bound by all of the terms of this Agreement, including the NUiT Privacy Policy, do not use the Service. Please contact us with any questions regarding this Agreement.

  1. Acceptance of Terms of Use Agreement.
    1. This Agreement is an electronic contract that establishes the legally binding terms you must accept
      to use the Service and to become a “Member.” For purposes of this Agreement, the term “Member” means
      a person who provides information to the Company on the Service or to participate in the Service in
      any manner, whether such person uses the Service as a free member or a subscriber. You acknowledge
      and agree that Members of NUiT may be of part an online mobile community that may include other
      affiliates. This Agreement includes the Company’s Privacy Policy and terms disclosed and agreed to
      by you if you become a subscriber or if you purchase or accept any additional features, products or
      services we offer on the Service, such as state-specific terms and terms governing features,
      billing, free trials, discounts, promotions and sweepstakes/contests.
    2. By accessing the Service or using the Service, you accept this Agreement and agree to the terms,
      conditions and notices contained or referenced herein. This Agreement may be modified by the Company
      from time to time, such modifications to be effective thirty (30) days upon posting by the Company
      on the Service. The most recent version of this Agreement will be posted on the Service under
      Settings and also on nuitme.com, and you should regularly check for the most recent version.
    3. By using the Service, you consent to receive this Agreement in electronic form by using the Service.
      To withdraw this consent, you must cease using the Service and terminate your account. If you do not
      accept and agree to be bound by all of the terms of this Agreement, do not use our Service.
  2. Eligibility

    You must be at least 18 years of age to access and use the Service. Any use of the Service is void where
    prohibited. By accessing and using the Service, you represent and warrant that you have the right,
    authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of
    this Agreement. If you become a Member, you represent and warrant that you have never been convicted of
    a felony and that you are not required to register as a sex offender with any government entity. Using
    the Service may be prohibited or restricted in certain countries. If you use the Service from outside of
    the United States, you are responsible for complying with the laws and regulations of the territory from
    which you access or use the Service.

  3. Membership and Subscription.
    1. To access or use the Service features you must become a member of the Service. Some services and
      features will only be accessible to paying members, whether as subscribers in a monthly schedule or
      in a pay for service limited installment subscription.
    2. You acknowledge and agree that as a non-paying user, features and services will be provided to you
      at NUiT’s discretion, and may be subject to change without prior notice at any time.
    3. The subscription policies that are disclosed to you when you subscribe to the Service are a part of
      this Agreement. You acknowledge and agree that if you are (i) not a subscriber, you will not be able
      to use all the features and services available within the Service.
  4. Term and Termination.
    1. This Agreement will remain in full force and effect while you use the Service and/or are a Member.
    2. You may change or cancel your membership at any time, for any reason, by following the instructions
      on the “change/ cancel membership” or similar page on your “Account Settings” page on the Service.
      You may change or cancel your subscription at any time online by following the instructions on the
      “Subscription” page on your “Account Settings” page. If you cancel your membership, we may ask you
      to provide a reason for your cancellation. If you cancel your subscription, the Company requires a
      reasonable amount of time to process the action. If you cancel a subscription, you will enjoy
      subscription benefits until the end of your then-current subscription commitment, following which
      your subscription benefits will expire. However, in no event will you be eligible for a refund of
      any portion of the subscription fees paid for the then-current subscription commitment. If you paid
      for your subscription using a multi-payment option, you must make all payments even if you cancel
      your subscription prior to the end of your then existing subscription commitment period.
    3. The Company may terminate or suspend your subscription and/or membership in the Service at any time
      without notice if the Company believes that you have breached this Agreement. Upon such termination
      or suspension, you will not be entitled to any refund of unused subscription fees and, if
      applicable, all unpaid subscription amounts and other fees you owe will immediately be due. The
      Company is not required to disclose, and may be prohibited by law from disclosing, the reason for
      the termination or suspension of your account.
    4. After your membership or subscription is terminated for any reason, all terms of this Agreement
      survive such termination, and continue in full force and effect, except for any terms that by their
      nature expire or are fully satisfied.
  5. Non-commercial Use by Members.

    The Service is for personal use only. Members may not use the Service in connection with any commercial
    endeavors, such as (i) advertising or soliciting any user to buy or sell any products or services not
    offered by the Company or (ii) soliciting others to attend parties or other social functions, or
    networking, for commercial purposes. Users of the Service may not use any information obtained from the
    Service to contact, advertise to, solicit, or sell to any other user without his or her prior explicit
    consent. Organizations, companies, and/or businesses may not use the Service for any purpose. The
    Company may investigate and take any available legal action in response to illegal and/or unauthorized
    uses of the Service, including collecting usernames and/or email addresses of members by electronic or
    other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the
    Service.

  6. Account Security.

    You are responsible for maintaining the confidentiality of the username and password you designate during
    the registration process, and you are solely responsible for all activities that occur under your
    username and password. You agree to immediately notify the Company of any disclosure or unauthorized use
    of your username or password or any other breach of security, and ensure that you log out from your
    account at the end of each session.

  7. Your Interactions with Other Members.
    1. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU UNDERSTAND THAT THE
      COMPANY CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON ITS MEMBERS. THE
      COMPANY ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ITS MEMBERS OR ATTEMPT TO VERIFY THE
      STATEMENTS OF ITS MEMBERS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF
      MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS. THE COMPANY RESERVES THE RIGHT TO
      CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES),
      AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.
    2. The Company is not responsible for the conduct of any Member. As noted in and without limiting
      Sections 15 and 17 below, in no event shall the Company, its affiliates or its partners be liable
      (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general,
      special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct
      of you or anyone else in connection with the use of the Service including, without limitation,
      death, bodily injury, emotional distress, and/or any other damages resulting from communications or
      meetings with other Members or persons you meet through the Service.
      You agree to take all
      necessary
      precautions in all interactions with other Members, particularly if you decide to communicate off
      the Service or meet in person, or if you decide to send money to another Member. You understand that
      the Company makes no guarantees, either express or implied, regarding your ultimate compatibility
      with individuals you meet through the Service. You should not provide your financial information
      (for example, your credit card or bank account information), or wire or otherwise send money, to
      other Members.
  8. Proprietary Rights.

    The Company owns and retains all proprietary rights in the Service, and in all content, trademarks, trade
    names, service marks and other intellectual property rights related thereto. The Service contains the
    copyrighted material, trademarks, and other proprietary information of the Company and its licensors.
    You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in
    any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property
    or proprietary information accessible on the Service, without first obtaining the prior written consent
    of the Company or, if such property is not owned by the Company, the owner of such intellectual property
    or proprietary rights. You agree to not remove, obscure or otherwise alter any proprietary notices
    appearing on any content, including copyright, trademark and other intellectual property notices.

  9. Content Posted by You on the Service.
    1. You are solely responsible for the content and information that you post, upload, publish, link to,
      transmit, record, display or otherwise make available (hereinafter, “post“) on the Service or
      transmit to other Members, including emails, videos (including streaming videos), photographs, voice
      notes, recordings or profile text, whether publicly posted or privately transmitted (collectively,
      Content“). You may not post on the Service or as part of the Service, or transmit to the
      Company or
      any other Member (either on or off the Service), any offensive, inaccurate, abusive, obscene,
      profane, sexually oriented, threatening, intimidating, harassing, racially offensive, or illegal
      material, or any material that infringes or violates another person’s rights (including intellectual
      property rights, and rights of privacy and publicity). You represent and warrant that all
      information that you submit upon registration is accurate and truthful and that you will promptly
      update any information provided by you that subsequently becomes inaccurate, misleading or false.
    2. You understand and agree that the Company may, but is not obligated to, monitor or review any
      Content you post to the Service. The Company may delete any Content, in whole or in part, that in
      the sole judgment of the Company violates this Agreement or may harm the reputation of the Service
      or the Company. The Company may restrict the number of emails which a Member may send to other
      Members in any 24-hour period to a number which we deem appropriate in our sole discretion.
    3. By signing up and/or posting Content to the Service, you automatically grant to the Company, its
      affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid-up,
      worldwide right and license to (i) use, copy, store, perform, display, reproduce, record, play,
      adapt, modify and distribute the Content, (ii) prepare derivative works of the Content or
      incorporate the Content into other works, and (iii) grant and authorize sublicenses of the foregoing
      in any media now known or hereafter created. You represent and warrant that any posting and use of
      your Content by the Company will not infringe or violate the rights of any third party.
    4. In addition to the types of Content described in Section 9(a) above, the following is a partial list
      of the kind of Content that is prohibited on the Service. You may not post, upload, display or
      otherwise make available Content that:

      • that promotes racism, bigotry, hatred or physical harm of any kind against any group or
        individual;
      • advocates harassment or intimidation of another person;
      • requests money from, or is intended to otherwise defraud, other users of the Service;
      • involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or
        “spamming” (or “spimming”, “phishing”, “trolling” or similar activities);
      • promotes information that is false or misleading, or promotes illegal activities or conduct
        that is defamatory, libelous or otherwise objectionable;
      • promotes an illegal or unauthorized copy of another person’s copyrighted work, such as
        providing pirated computer programs or links to them, providing information to circumvent
        manufacture-installed copy-protect devices, or providing pirated images, audio or video, or
        links to pirated images, audio or video files;
      • contains video, audio photographs, or images of another person without his or her permission
        (or in the case of a minor, the minor’s legal guardian);
      • contains restricted or password only access pages, or hidden pages or images (those not
        linked to or from another accessible page);
      • provides material that exploits people in a sexual, violent or other illegal manner, or
        solicits personal information from anyone under the age of 18;
      • provides instructional information about illegal activities such as making or buying illegal
        weapons or drugs, violating someone’s privacy, or providing, disseminating or creating
        computer viruses;
      • contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or
        disruptive codes, components or devices;
      • impersonates, or otherwise misrepresents affiliation, connection or association with, any
        person or entity;
      • provides information or data you do not have a right to make available under law or under
        contractual or fiduciary relationships (such as inside information, proprietary and
        confidential information);
      • disrupts the normal flow of dialogue, causes a screen to “scroll” faster than other users
        are able to type, or otherwise negatively affects other users’ ability to engage in real
        time exchanges;
      • solicits passwords or personal identifying information for commercial or unlawful purposes
        from other users or disseminates another person’s personal information without his or her
        permission; and
      • publicizes or promotes commercial activities and/or sales without our prior written consent
        such as contests, sweepstakes, barter, advertising, and pyramid schemes.

      The Company reserves the right, in its sole discretion, to investigate and take appropriate legal
      action against anyone who violates this provision, including removing the offending
      communication from the Service and terminating or suspending the membership of such violators.

    5. Your use of the Service, including all Content you post through the Service, must comply with all
      applicable
      laws and regulations. You agree that the Company may access, preserve and disclose your account
      information
      and Content if required to do so by law or in a good faith belief that such access, preservation or
      disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this
      Agreement;
      (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your
      requests
      for customer service or allow you to use the Service in the future; or (v) protect the rights,
      property or
      personal safety of the Company or any other person.
    6. You agree that your profile content included in the Service may be viewed by any person
      participating in the Service.
  10. Prohibited Activities.

    The Company reserves the right to investigate and/or terminate your membership if you have misused the
    Service or behaved in a way the Company regards as inappropriate or unlawful, including actions or
    communications that occur off the Service but involve Members you meet through the Service. The
    following is a partial list of the type of actions that you may not engage in with respect to the
    Service. You will not:

    • impersonate any person or entity.
    • solicit money from any Members.
    • post any Content that is prohibited by Section 9.
    • “stalk” or otherwise harass any person.
    • express or imply that any statements you make are endorsed by the Company without our specific prior
      written consent.
    • ask or use Members to conceal the identity, source, or destination of any illegally gained money or
      products.
    • use any robot, spider, site search/retrieval application, or other manual or automatic device or
      process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational
      structure or presentation of the Service or its contents.
    • collect usernames and/or email addresses of members by electronic or other means for the purpose of
      sending unsolicited email or unauthorized framing of or linking to the Service.
    • interfere with or disrupt the Service or the servers or networks connected to the Service.
    • email or otherwise transmit any material that contains software viruses or any other computer code,
      files or programs designed to interrupt, destroy or limit the functionality of any computer software
      or hardware or telecommunications equipment.
    • forge headers or otherwise manipulate identifiers in order to disguise the origin of any information
      transmitted to the Service (either directly or indirectly through use of third party software).
    • “frame” or “mirror” any part of the Service, without the Company’s prior written authorization.
    • use meta tags or code or other devices containing any reference to the Company or the Service (or
      any trademark, trade name, service mark, logo or slogan of the Company) to direct any person to any
      other website for any purpose.
    • modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise
      disassemble any portion of the Service or any software used on or for the Service, or cause others
      to do so.
    • post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or
      media any content or information obtained from the Service other than solely in connection with your
      use of the Service in accordance with this Agreement.
  11. Subscriptions; Charges on Your Billing Account.

    NUiT is free, but if you would like to upgrade to paid features (the Service), the following terms
    apply:

    1. The Company bills you through an online account (your “Billing Account“) on the Service. You
      agree
      to pay the Company all charges at the prices you agreed to for any use of the Service by you or
      other persons (including your agents) using your Billing Account, and you authorize the Company to
      charge your chosen payment provider (your “Payment Method“) for the Service. You agree to
      make
      payment using that selected Payment Method. The Company reserves the right to change the
      subscription prices at any time and such changes will be applicable upon the next billing cycle of
      the selected subscription. The Company may also correct any billing errors or mistakes that it makes
      even if it has already requested or received payment. This Section 11 includes any agreements you
      made with the Company on the Service when becoming a Member or subscribing to the Service. The terms
      of your payment will be based on your Payment Method and may be determined by agreements between you
      and the financial institution, credit card issuer or other provider of your chosen Payment Method.
      If you initiate a chargeback or otherwise reverse a payment made with your Payment Method, the
      Company may in its discretion terminate your account immediately. If the Company successfully
      disputes the reversal, and the reversed funds are returned, you are not entitled to a refund or to
      have your account or subscription reinstated. From time to time, NUiT may offer products and
      services for purchase (“In-app Purchases”) through iTunes, Google Play or other application
      platforms authorized by NUiT (each, a “Software Store”). If you choose to make an In-app Purchase,
      you will be prompted to enter details for your account with the applicable Software Store (“your IAP
      Account”), and your IAP Account will be charged for the In-app Purchase in accordance with the terms
      disclosed to you at the time of purchase as well as the general terms for In-app Purchases that
      apply to your IAP Account. Some Software Stores may charge you sales tax, depending on where you
      live.
    2. Your subscription will continue indefinitely until cancelled by you. After your initial subscription
      commitment period, and again after any subsequent subscription period, your subscription will
      automatically continue for an additional equivalent period, at the price you agreed to when
      subscribing. You agree that your account will be subject to this automatic renewal feature. If you
      do not wish your account to renew automatically, or if you want to change or terminate your
      subscription, please log in and go to “Account Settings” or similarly named option on the Service
      and follow the directions contained therein. If you cancel your subscription, you may use your
      subscription until the end of your then-current subscription term; your subscription will not be
      renewed after your then-current term expires. However, you won’t be eligible for a prorated refund
      of any portion of the subscription fee paid for the then-current subscription period. By
      subscribing, you authorize the Company to charge your Payment Method now and again at the beginning
      of any subsequent subscription period. You also authorize the Company to charge you for any sales or
      similar taxes that may be imposed on your subscription payments. Upon the renewal of your
      subscription, if the Company does not receive payment from your Payment Method provider, you agree
      to pay all amounts due on your Billing Account upon demand and/or you agree that the Company may
      either terminate or suspend your subscription and continue to attempt to charge your Payment Method
      provider until payment is received (upon receipt of payment, your account will be activated and for
      purposes of automatic renewal, your new subscription commitment period will begin as of the day
      payment was received).
    3. You must provide current, complete and accurate information for your Billing Account. You must
      promptly update all information to keep your Billing Account current, complete and accurate (such as
      a change in billing address, card number or expiration date), and you must promptly notify the
      Company if your Payment Method is canceled (including if you lose your card or it is stolen), or if
      you become aware of a potential breach of security (such as an unauthorized disclosure or use of
      your name or password). Changes to such information can be made at “Account Settings” or other
      similarly named option on the Service. If you fail to provide the Company any of the foregoing
      information, you agree that you are responsible for fees accrued under your Billing Account. In
      addition, you authorize us to obtain updated or replacement expiration dates and card numbers for
      you credit or debit card as provided by your credit or debit card issuer. You also authorize us to
      update your Payment Method to include any credit or debit card or other payment method provided by
      you to purchase any feature or service throughout your use of the Service when automatically
      renewing your account, as set forth in Section 11(b).
  12. Modifications to Service.

    The Company reserves the right at any time to modify or discontinue, temporarily or permanently, the
    Service (or any part thereof) with or without notice. You agree that the Company shall not be liable to
    you or to any third party for any modification, suspension or discontinuance of the Service. To protect
    the integrity of the Service, the Company reserves the right at any time in its sole discretion to block
    users from certain IP addresses from accessing the Service.

  13. Copyright Policy; Notice and Procedure for Making Claims of Copyright Infringement.

    You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other
    proprietary information without obtaining the prior written consent of the owner of such proprietary
    rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the
    Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the
    following information:

    • an electronic or physical signature of the person authorized to act on behalf of the owner of the
      copyright interest;
    • a description of the copyrighted work that you claim has been infringed;
    • a description of where the material that you claim is infringing is located on the Service (and such
      description must be reasonably sufficient to enable the Company to find the alleged infringing
      material, such as a url);
    • your address, telephone number and email address;
    • a written statement by you that you have a good faith belief that the disputed use is not authorized
      by the copyright owner, its agent, or the law; and
    • a statement by you, made under penalty of perjury, that the above information in your notice is
      accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

    Notice of claims of copyright infringement should be emailed to the Company at claims@nuitme.com and mailed to the following address:

    NUiT
    108 West 13th St.,
    Wilmington, DE 19801

    The Company will terminate the accounts of repeat infringers.

  14. Communications and Test Profiles.

    When you become a Member, you agree and consent to receive email messages from us. These emails may be
    transactional or relationship communications relating to the Service, such as administrative notices and
    service announcements or changes, or emails containing commercial offers, promotions or special offers
    from us or third party partners. You can elect to opt out of receiving commercial communications. Please
    see the Company’s Privacy Policy for more information regarding these communications. From time to time,
    employees of the Company (or its parent or affiliated companies) may create test dating profiles for the
    purpose of testing the functionality of our Service processes to improve service quality for our
    Members. Telephone calls between you and our customer care representatives may be recorded for quality
    assurance purposes.

  15. Disclaimers.
    1. You acknowledge and agree that neither the Company nor its affiliates and third party partners are
      responsible for and shall not have any liability, directly or indirectly, for any loss or damage,
      including personal injury or death, as a result of or alleged to be the result of (i) any incorrect
      or inaccurate Content posted on the Service or provided in connection with the Service, whether
      caused by Members or any of the equipment or programming associated with or utilized in the Service;
      (ii) the timeliness, deletion or removal, incorrect delivery or failure to store any Content,
      communications or personalization settings; (iii) the conduct, whether online or offline, of any
      Member; (iv) any error, omission or defect in, interruption, deletion, alteration, delay in
      operation or transmission, theft or destruction of, or unauthorized access to, any user or Member
      communications; or (v) any problems, failure or technical malfunction of any telephone network or
      lines, computer online systems, servers or providers, computer equipment, software, failure of email
      or players on account of technical problems or traffic congestion on the Internet or at any website
      or combination thereof, including injury or damage to Members or to any other person’s computer
      related to or resulting from participating or downloading materials in connection with the Internet
      and/or in connection with the Service. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE
      COMPANY
      PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY
      KIND,
      WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE (INCLUDING ALL
      CONTENT
      CONTAINED THEREIN), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY
      QUALITY,
      MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY DOES NOT
      REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY
      DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED.
    2. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN
      DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND
      CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR
      DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY
      SUCH MATERIAL. IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD
      OR OBTAIN ANY MATERIAL THROUGH THE SERVICE.
    3. From time to time, the Company may make third party opinions, advice, statements, offers, or other
      third party information or content available on the Service. All third party content is the
      responsibility of the respective authors thereof and should not necessarily be relied upon. Such
      third party authors are solely responsible for such content. THE COMPANY DOES NOT: (I) GUARANTEE THE
      ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD PARTY CONTENT PROVIDED THROUGH THE SERVICE, OR
      (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE,
      OR STATEMENT MADE BY ANY PARTY THAT APPEARS ON THE SERVICE. UNDER NO CIRCUMSTANCES WILL THE COMPANY
      OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON
      INFORMATION OR OTHER CONTENT POSTED ON THE SERVICE, OR TRANSMITTED TO OR BY ANY MEMBERS.
    4. In addition to the preceding paragraph and other provisions of this Agreement, any advice that may
      be posted to the Service is for informational and entertainment purposes only and is not intended to
      replace or substitute for any professional financial, medical, legal, or other advice. The Company
      makes no representations or warranties and expressly disclaims any and all liability concerning any
      treatment, action by, or effect on any person following the information offered or provided within
      or through the Service. If you have specific concerns or a situation arises in which you require
      professional or medical advice, you should consult with an appropriately trained and qualified
      specialist.
  16. Limitation on Liability.

    TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES,
    BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT,
    RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT
    LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF
    SUBSTITUTE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE
    WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID,
    IF ANY, BY YOU TO THE COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. YOU AGREE THAT REGARDLESS
    OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF
    THE SERVICE OR THE TERMS OF THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF
    ACTION AROSE OR BE FOREVER BARRED.

  17. Arbitration and Governing Law.
    1. The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement
      (including any alleged breach thereof), the Service shall be BINDING ARBITRATION administered
      by the
      American Arbitration Association under the Consumer Arbitration Rules. The one exception to the
      exclusivity of arbitration is that you have the right to bring an individual claim against the
      Company in a small-claims court of competent jurisdiction. But whether you choose arbitration or
      small-claims court, you may not under any circumstances commence or maintain against the Company any
      class action, class arbitration, or other representative action or proceeding.
    2. By using the Service in any manner, you agree to the above arbitration agreement. In doing so, YOU
      GIVE UP YOUR RIGHT TO GO TO COURT
      to assert or defend any claims between you and the Company
      (except
      for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE
      IN
      A CLASS ACTION OR OTHER CLASS PROCEEDING
      . Your rights will be determined by a NEUTRAL
      ARBITRATOR,
      NOT A JUDGE OR JURY
      , and the arbitrator shall determine all issues regarding the ability for
      arbitration of the dispute. You are entitled to a fair hearing before the arbitrator. The arbitrator
      can grant any relief that a court can, but you should note that arbitration proceedings are usually
      simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator
      are enforceable in court and may be overturned by a court only for very limited reasons.
    3. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify,
      or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the
      event that this arbitration agreement is for any reason held to be unenforceable, any litigation
      against the Company (except for small-claims court actions) may be commenced only in the federal or
      state courts located in Delaware. You hereby irrevocably consent to the jurisdiction of those courts
      for such purposes.
    4. This Agreement, and any dispute between you and the Company, shall be governed by the laws of the
      state of Delaware without regard to principles of conflicts of law, provided that this arbitration
      agreement shall be governed by the Federal Arbitration Act.
  18. Indemnity by You.

    You agree to indemnify and hold the Company, its subsidiaries, and affiliates, and its and their
    officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including
    reasonable attorney’s fees, made by any third party due to or arising out of your breach of or failure
    to comply with this Agreement (including any breach of your representations and warranties contained
    herein), any postings or Content you post to the Service or as a result of the Service, and the
    violation of any law or regulation by you. The Company reserves the right to assume the exclusive
    defense and control of any matter otherwise subject to indemnification by you, in which event you will
    fully cooperate with the Company in connection therewith.

  19. Notice.

    The Company may provide you with notices, including those regarding changes to this Agreement, using any
    reasonable means now known or hereafter developed, including by email, regular mail, SMS, MMS, text
    message or postings to the Service. Such notices may not be received if you violate this Agreement by
    accessing the Service in an unauthorized manner. You agree that you are deemed to have received any and
    all notices that would have been delivered had you accessed the Service in an authorized manner.

  20. Amendment.

    This Agreement is subject to change by the Company at any time. The revised terms will be effective upon
    30-day notice of posting to the Service and your use of the Service after such time period will
    constitute acceptance by you of the revised Agreement.

  21. Special State Terms.

    The following provisions are added to this Agreement for subscribers residing in Arizona, California,
    Connecticut, Illinois, Iowa, Minnesota, New York, North Carolina, Ohio and Wisconsin:

    You, the buyer, may cancel this agreement, without penalty or obligation, at any time prior to
    midnight of the third business day following the original date of this contract, excluding Sundays and
    holidays. To cancel this agreement, mail or deliver a signed and dated notice which states that you, the
    buyer, are cancelling this agreement, or words of similar effect. This notice shall be sent to: NUiT,
    Attn: Cancellation, 108 West 13th St., Wilmington, DE 19801 (in addition, Ohio users may email us at
    cancellation@nutime.com. Please include your NUiT username and email address in any correspondence or
    your refund may be delayed. If you cancel, NUiT will return, within ten days of the date on which you
    give notice of cancellation, any payments you have made. If you send or deliver the notice to cancel
    your subscription agreement within such three day period, we will refund the full amount of your
    subscription.

    In the event that you die before the end of your subscription period, your estate shall be entitled to
    a refund of that portion of any payment you had made for your subscription which is allocable to the
    period after your death. In the event that you become disabled (such that you are unable to use the
    services of NUiT) before the end of your subscription period, you shall be entitled to a refund of that
    portion of any payment you had made for your subscription which is allocable to the period after your
    disability by providing the Company notice at the same address as listed above.