Terms of Service
Terms of Service
USER TERMS & CONDITIONS
NIL Guy offers you the ability to purchase custom, personalized artwork on a per-design basis.
You agree to use the NIL Guy services only for purposes that are lawful in the jurisdictions where you are. Any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, gives rise to civil liability, or otherwise violates any applicable local, state, national, or international law.
NIL Guy’s SERVICES ARE PROVIDED ON A PAY-PER-DESIGN BASIS. NIL Guy does not issue refunds for billed services. Prices for NIL Guy may change at any time, and price protection or refunds in the event of a price reduction or promotion will not be offered.
You agree to indemnify, defend and hold NIL Guy, its officers, directors, employees, agents, shareholders, licensors, suppliers and any third party information providers to the Website, harmless from and against all claims, actions, proceedings, expenses, damages and liabilities, including attorney’s fees, which are the result of, or are in any way related to, your use of the Website or NIL Guy’s services, or your transactions or communications with third-party vendors initiated via the Website.
CONSENT TO COMMUNICATIONS
By entering into this agreement, you consent to the receipt of electronic mail (“e-mail”), text messages and customer service phone communication from NIL Guy. NIL Guy reserves the right to contact you regarding important information relating to your purchases, or this agreement.
INTEGRATION – ENTIRE AGREEMENT
This agreement, together with any written amendments or modifications, constitutes the entire agreement between you and NIL Guy with respect to the services provided hereunder. It supersedes and replaces all prior or contemporaneous understandings or agreements, written, electronic or oral, between you and NIL Guy.
The materials contained on this web site are provided for general information and entertainment purposes only and do not constitute any form of advice. NIL Guy assumes no responsibility for the accuracy of any particular statement and accepts no liability for any loss or damage which may arise from reliance on the information contained on this site. Links to other web sites may at times be provided for your enjoyment, but NIL Guy accepts no responsibility or liability for access to or the material on any website which is linked from or to this web site. By providing links to other sites, NIL Guy does not guarantee, approve or endorse the information or products available at those sites, nor does a link indicate any association with or endorsement of the linked site by NIL Guy.
All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
SELLER INTELLECTUAL PROPERTY
1. License Grant: Our Platform allows you to upload, submit, purchase, approve, and receive content and data, including your NIL Guy artwork (collectively, “Intellectual Property”). When you agree to the Terms and use our Platform, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to reproduce, license, distribute, modify, adapt, create, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, new works, or other changes so that the Intellectual Property is better within our Platform or otherwise), and to use your name, brand and Intellectual Property for the purposes of operating and providing our Platform, to develop, improve and sell your products and services, to develop and improve our products and services, and to advertise, market, and promote your Intellectual Property, products, and services. You agree that such Intellectual Property may, in NIL Guy’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. Please remember that third parties (including customers) may search for and see any Intellectual Property you submit to public areas of our Platform. You agree that we may display advertising with or in connection with your Intellectual Property. You further acknowledge and agree that NIL Guy has no obligation to you in connection with any advertising displayed on or in connection with our Platform (including no obligation to share any revenue received by NIL Guy as a result of any such advertising).
2. Seller Representations and Warranties: You represent and warrant that:
You own all rights in and to your Intellectual Property and that you have the right to grant the rights described in these Terms;
You have paid and will pay in full any fees, or other payments that are due or may become due in connection with any use of your Intellectual Property by us, customers, or third parties;
Your agreement to, and provision of services under, these Terms does not violate any agreement that you may have with any third party;
Your Intellectual Property does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order;
3. Treatment of Intellectual Property: Any Intellectual Property is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Intellectual Property, including any personal information included in that Intellectual Property. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Platform or submit any Intellectual Property does not place us in a position that is any different from the position held by members of the general public, including with regard to your Intellectual Property. None of your Intellectual Property will be subject to any obligation of confidence by us, customers, or third parties, and we will not be liable or responsible for any use or disclosure of any Intellectual Property.
4. Refusal and Removal of Intellectual Property: We may refuse to accept or transmit Intellectual Property for any reason without notice to you. We may remove Intellectual Property from our Platform for any reason without notice to you.
BUSINESS RELATIONSHIP WITH NIL Guy
1. You and NIL Guy agree and declare you are not in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of NIL Guy, and will not represent yourself as such. You also retain the option to accept, decline, or ignore any customer request. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are customarily engaged in an independently established trade, occupation, or business.
CHANGES TO OUR PLATFORM
You acknowledge and agree we may change or discontinue any aspect of our Platform at any time, without notice to you.
ARBITRATION AGREEMENT AND WAIVER OF CERTAIN RIGHTS
Arbitration: You and NIL Guy agree to resolve any disputes between you and NIL Guy through binding and final arbitration instead of through court proceedings. You and NIL Guy each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and NIL Guy relating to these Terms or our Platform (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the Canadian Arbitration Association (“CAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
CHANGES TO THESE TERMS
We may change these Terms. If we do, we will post the revised Terms on our Platform. The revised Terms will be effective immediately if you accept them (for example, using or continuing to use our Platform after the revised Terms have been posted); otherwise, they will be effective ten (10) days after posting.