Nooks Terms of Service

Effective Date: 04/11/2023

Welcome, and thank you for your interest in Nooks Communications, Inc. (“Nooks,”“we,” or “us”) and our website at https://nooks.in, along with our related websites,networks, applications, mobile applications, and other services provided by us(collectively, the “Service”). These Terms of Service are a legally binding contractbetween you and Nooks regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISEACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ ANDUNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOUAGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS,INCLUDING NOOKS’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOUARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOTHAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE,AND NOOKS’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES ANAGREEMENT BY NOOKS AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17,you agree that disputes arising under these Terms will be resolved by binding, individualarbitration, and BY ACCEPTING THESE TERMS, YOU AND NOOKS ARE EACHWAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASSACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOURRIGHT TO GO TO COURT to assert or defend your rights under this contract (exceptfor matters that may be taken to small claims court). Your rights will be determined by aNEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 17.)

1. Nooks Service Overview. Nooks provides engaging online experiences whereusers can communicate with each other and collaborate on sales calls
2. Eligibility. You must be at least 18 years old to use the Service. By agreeing tothese Terms, you represent and warrant to us that: (a) you are at least 18 years old;(b) you have not previously been suspended or removed from the Service; and (c)your registration and your use of the Service is in compliance with any and allapplicable laws and regulations. If you are an entity, organization, or company, theindividual accepting these Terms on your behalf represents and warrants that theyhave authority to bind you to these Terms and you agree to be bound by theseTerms.
3. Accounts and Registration. To access most features of the Service, you mustregister for an account. When you register for an account, you may be required toprovide us with some information about yourself, such as your name, email1address, or other contact information. You agree that the information you provide tous is accurate and that you will keep it accurate and up-to-date at all times. Whenyou register, you will be asked to provide a password. You are solely responsible formaintaining the confidentiality of your account and password, and you acceptresponsibility for all activities that occur under your account. If you believe that youraccount is no longer secure, then you must immediately notify us athello@nooks.in.
4. General Payment Terms. Certain features of the Service may require you to payfees. Before you pay any fees, you will have an opportunity to review and acceptthe fees that you will be charged. All fees are in U.S. Dollars and arenon-refundable.
   
   4.1 Price. Nooks reserves the right to determine pricing for the Service.Nooks will make reasonable efforts to keep pricing information publishedon the website up to date. We encourage you to check our websiteperiodically for current pricing information. Nooks may change the fees forany feature of the Service, including additional fees or charges, if Nooksgives you advance notice of changes before they apply. Nooks, at its solediscretion, may make promotional offers with different features anddifferent pricing to any of Nooks’s customers. These promotional offers,unless made to you, will not apply to your offer or these Terms.
   
   4.2 Authorization. You authorize Nooks to charge all sums for the orders thatyou make and any level of Service you select as described in these Termsor published by Nooks, including all applicable taxes, to the paymentmethod specified in your account. If you pay any fees with a credit card,Nooks may seek pre-authorization of your credit card account prior to yourpurchase to verify that the credit card is valid and has the necessary fundsor credit available to cover your purchase.
   
   4.3 Delinquent Accounts. Nooks may suspend or terminate access to theService, including fee-based portions of the Service, for any account forwhich any amount is due but unpaid. In addition to the amount due for theService, a delinquent account will be charged with fees or charges that areincidental to any chargeback or collection of any the unpaid amount,including collection fees
5. Licenses.
   
   5.1. Limited License. Subject to your complete and ongoing compliance withthese Terms, Nooks grants you, solely for your personal, non-commercialuse, a limited, non-exclusive, non-transferable, non-sublicensable,revocable license to access and use the Service.2
   
   5.2 License Restrictions. Except and solely to the extent such a restriction isimpermissible under applicable law, you may not: (a) reproduce, distribute,publicly display, or publicly perform the Service; (b) make modifications tothe Service; or (c) interfere with or circumvent any feature of the Service,including any security or access control mechanism. If you are prohibitedunder applicable law from using the Service, you may not use it.
   
   5.3 Feedback. If you choose to provide input and suggestions regardingproblems with or proposed modifications or improvements to the Service(“Feedback”), then you hereby grant Nooks an unrestricted, perpetual,irrevocable, non-exclusive, fully-paid, royalty-free right to exploit theFeedback in any manner and for any purpose, including to improve theService and create other products and services.
6. Ownership; Proprietary Rights. The Service is owned and operated by Nooks.The visual interfaces, graphics, design, compilation, information, data, computercode (including source code or object code), products, software, services, and allother elements of the Service (“Materials”) provided by Nooks are protected byintellectual property and other laws. All Materials included in the Service are theproperty of Nooks or its third party licensors. Except as expressly authorized byNooks, you may not make use of the Materials. Nooks reserves all rights to theMaterials not granted expressly in these Terms.
7. Third Party Terms
   
   7.1 Third Party Services and Linked Websites. Nooks may provide toolsthrough the Service that enable you to export information, including UserContent, to third party services, including through features that allow youto link your account on Nooks with an account on the third party service,such as Twitter or Facebook, or through our implementation of third partybuttons (such as “like” or “share” buttons). By using one of these tools,you agree that Nooks may transfer that information to the applicable thirdparty service. Third party services are not under Nooks’s control, and, tothe fullest extent permitted by law, Nooks is not responsible for any thirdparty service’s use of your exported information. The Service may alsocontain links to third party websites. Linked websites are not underNooks’s control, and Nooks is not responsible for their content.
   
   7.2 Third Party Software. The Service may include or incorporate third partysoftware components that are generally available free of charge underlicenses granting recipients broad rights to copy, modify, and distributethose components (“Third Party Components”). Although the Service isprovided to you subject to these Terms, nothing in these Terms prevents,restricts, or is intended to prevent or restrict you from obtaining Third Party3Components under the applicable third party licenses or to limit your useof Third Party Components under those third party licenses.
8. User Content
   
   8.1. User Content Generally. Certain features of the Service may permitusers to upload or share content to the Service, including photos, video,images, folders, data, text, and other types of works (“User Content”) andto publish User Content on the Service or to a Space. You retain anycopyright and other proprietary rights that you may hold in the UserContent that you post to the Service.
   
   8.2 Limited License Grant to Nooks. By providing User Content to or via theService, you grant Nooks a worldwide, non-exclusive, royalty-free, fullypaid right and license (with the right to sublicense) to host, store, transfer,display, perform, reproduce, modify for the purpose of formatting fordisplay, and distribute your User Content, in whole or in part, in any mediaformats and through any media channels now known or hereafterdeveloped for the purpose of providing the Service.
   
   8.3 Limited License Grant to Other Users. By providing User Content to orvia the Service to other users of the Service, you grant those users anon-exclusive license to access and use that User Content as permittedby these Terms and the functionality of the Service.
   
   8.4 User Content Representations and Warranties. Nooks disclaims anyand all liability in connection with User Content. You are solely responsiblefor your User Content and the consequences of providing User Contentvia the Service. By providing User Content via the Service, you affirm,represent, and warrant that:
   
   a. you are the creator and owner of the User Content, or have thenecessary licenses, rights, consents, and permissions to authorize Nooks andusers of the Service to use and distribute your User Content as necessary toexercise the licenses granted by you in this Section, in the manner contemplatedby Nooks, the Service, and these Terms;
   
   b. your User Content, and the use of your User Content ascontemplated by these Terms, does not and will not: (i) infringe, violate, ormisappropriate any third party right, including any copyright, trademark, patent,trade secret, moral right, privacy right, right of publicity, or any other intellectualproperty or proprietary right; (ii) slander, defame, libel, or invade the right ofprivacy, publicity or other property rights of any other person; or (iii) cause Nooksto violate any law or regulation; and
   
   c. your User Content could not be deemed by a reasonable person tobe objectionable, profane, indecent, pornographic, harassing, threatening,embarrassing, hateful, or otherwise inappropriate.
   
   
   8.5. User Content Disclaimer. We are under no obligation to edit or controlUser Content that you or other users post or publish, and will not be in anyway responsible or liable for User Content. Nooks may, however, at anytime and without prior notice, screen, remove, edit, or block any UserContent that in our sole judgment violates these Terms or is otherwiseobjectionable. You understand that when using the Service you will beexposed to User Content from a variety of sources and acknowledge thatUser Content may be inaccurate, offensive, indecent, or objectionable.You agree to waive, and do waive, any legal or equitable right or remedyyou have or may have against Nooks with respect to User Content. Ifnotified by a user or content owner that User Content allegedly does notconform to these Terms, we may investigate the allegation and determinein our sole discretion whether to remove the User Content, which wereserve the right to do at any time and without notice. For clarity, Nooksdoes not permit copyright-infringing activities on the Service.
   
   8.6 Monitoring Content. Nooks does not control and does not have anyobligation to monitor: (a) User Content; (b) any content made available bythird parties; or (c) the use of the Service by its users. You acknowledgeand agree that Nooks reserves the right to, and may from time to time,monitor any and all information transmitted or received through theService for operational and other purposes. If at any time Nooks choosesto monitor the content, Nooks still assumes no responsibility or liability forcontent or any loss or damage incurred as a result of the use of content.During monitoring, information may be examined, recorded, copied, andused in accordance with our Privacy Policy.
9. Communications
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   9.1. Text Messaging. Nooks and those acting on our behalf may send you text(SMS) messages at the phone number you provide us. These messagesmay include operational messages about your use of the Service, as wellas marketing messages. You may opt out of receiving marketing textmessages at any time by sending an email to hello@nooks.in indicatingthat you no longer wish to receive marketing texts along with the phonenumber of the mobile device receiving the texts. You may continue toreceive text messages for a short period while we process your request,and you may also receive text messages confirming the receipt of youropt-out request. Operational text messages are essential to the Service. Ifyou do not wish to receive operational text messages from us, do not use the Service. Text messages may be sent using an automatic telephonedialing system. Your agreement to receive marketing text messages is nota condition of any purchase or use of the Service. Standard data andmessage rates may apply whenever you send or receive such messages,as specified by your carrier.
   
   9.2 Email. We may send you emails concerning the Service. You may opt outof emails by following the unsubscribe instructions in the email itself.
10. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:
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    a. use the Service for any illegal purpose or in violation of any local,state, national, or international law;
    
    b. harass, threaten, demean, embarrass, or otherwise harm any otheruser of the Service;
    
    c. violate, or encourage others to violate, any right of a third party,including by infringing or misappropriating any third party intellectual propertyright;
    
    d. interfere with security-related features of the Service, including by:(i) disabling or circumventing features that prevent or limit use or copying of anycontent; or (ii) reverse engineering or otherwise attempting to discover the sourcecode of any portion of the Service except to the extent that the activity isexpressly permitted by applicable law;
    
    e. interfere with the operation of the Service or any user’s enjoymentof the Service, including by: (i) uploading or otherwise disseminating any virus,adware, spyware, worm, or other malicious code; (ii) making any unsolicited offeror advertisement to another user of the Service; (iii) collecting personalinformation about another user or third party without consent; or (iv) interferingwith or disrupting any network, equipment, or server connected to or used toprovide the Service;
    
    f. perform any fraudulent activity including impersonating any personor entity, claiming a false affiliation, accessing any other Service account withoutpermission, or falsifying your age or date of birth;
    
    g. sell or otherwise transfer the access granted under these Terms orany Materials (as defined in Section 6) or any right or ability to view, access, oruse any Materials; or
    
    h. attempt to do any of the acts described in this Section 10 or assistor permit any person in engaging in any of the acts described in this Section 10.
    
11. Digital Millennium Copyright Act
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    11.1. DMCA Notification. We comply with the provisions of the DigitalMillennium Copyright Act applicable to Internet service providers (17U.S.C. §512, as amended). If you have an intellectual propertyrights-related complaint about material posted on the Service, you maycontact our Designated Agent at the following address:
    
    Nooks Communications, Inc.
    ATTN: Legal Department (Copyright Notification)
    10999 Maria Rosa Way
    Cupertino, CA 95014
    Email: copyright@nooks.in
    
    Any notice alleging that materials hosted by or distributed through theService infringe intellectual property rights must include the followinginformation:
    
    a. An electronic or physical signature of the person authorized to acton behalf of the owner of the copyright or other right being infringed;
    
    b. a description of the copyrighted work or other intellectual propertythat you claim has been infringed;
    
    c. a description of the material that you claim is infringing and where itis located on the Service;
    
    d. your address, telephone number, and email address;
    
    e. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized bythe copyright owner, its agent, or the law; and
    
    f. a statement by you that the above information in your notice isaccurate and that, under penalty of perjury, you are the copyright or intellectualproperty owner or authorized to act on the copyright or intellectual propertyowner’s behalf.
    
    11.2. Repeat Infringers. Nooks will promptly terminate the accounts of usersthat are determined by Nooks to be repeat infringers.
    
12. Modification of these Terms. We reserve the right to change these Terms on agoing-forward basis at any time upon 7 days’ notice. Please check these Termsperiodically for changes. If a change to these Terms materially modifies your rightsor obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon youracceptance of the modified Terms. Immaterial modifications are effective uponpublication. Except as expressly permitted in this Section 12, these Terms may beamended only by a written agreement signed by authorized representatives of theparties to these Terms. Disputes arising under these Terms will be resolved inaccordance with the version of these Terms that was in effect at the time the disputearose.
    
13. Term, Termination and Modification of the Service
    
    13.1 Term. These Terms are effective beginning when you accept the Terms orfirst download, install, access, or use the Service, and ending whenterminated as described in Section 13.2.
    
    13.2 Termination. If you violate any provision of these Terms, yourauthorization to access the Service and these Terms automaticallyterminate. In addition, Nooks may, at its sole discretion, terminate theseTerms or your account on the Service, or suspend or terminate youraccess to the Service, at any time for any reason or no reason, with orwithout notice. You may terminate your account and these Terms at anytime by contacting customer service at hello@nooks.in.
    
    13.3 Effect of Termination. Upon termination of these Terms: (a) your licenserights will terminate and you must immediately cease all use of theService; (b) you will no longer be authorized to access your account or theService; (c) you must pay Nooks any unpaid amount that was due prior totermination; and (d) all payment obligations accrued prior to terminationand Sections 5.3, 6, 13.3, 15, 16, 17, and 18 will survive.
    
    13.4 Modification of the Service. Nooks reserves the right to modify ordiscontinue the Service at any time (including by limiting or discontinuingcertain features of the Service), temporarily or permanently, without noticeto you. Nooks will have no liability for any change to the Service or anysuspension or termination of your access to or use of the Service.
    
14. Indemnity. To the fullest extent permitted by law, you are responsible for your useof the Service, and you will defend and indemnify Nooks and its officers, directors,employees, consultants, affiliates, subsidiaries and agents (together, the “NooksEntities”) from and against every claim brought by a third party, and any relatedliability, damage, loss, and expense, including reasonable attorneys’ fees and costs,arising out of or connected with: (a) your unauthorized use of, or misuse of, theService; (b) your violation of any portion of these Terms, any representation,warranty, or agreement referenced in these Terms, or any applicable law orregulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) anydispute or issue between you and any third party. We reserve the right, at our ownexpense, to assume the exclusive defense and control of any matter otherwisesubject to indemnification by you (without limiting your indemnification obligationswith respect to that matter), and in that case, you agree to cooperate with ourdefense of those claims.
    
15. Disclaimers; No Warranties
    
    THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGHTHE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS.NOOKS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSOR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS ANDCONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIEDWARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANYWARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.NOOKS DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THESERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THESERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS,VIRUSES, OR OTHER HARMFUL COMPONENTS, AND NOOKS DOES NOTWARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BYYOU FROM THE SERVICE OR NOOKS ENTITIES OR ANY MATERIALS ORCONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANYWARRANTY REGARDING ANY OF THE NOOKS ENTITIES OR THE SERVICETHAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOTRESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICEAND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTANDAND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWNDISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANYDAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM ORMOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSSOF DATA, INCLUDING USER CONTENT.THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLYTO THE FULLEST EXTENT PERMITTED BY LAW. Nooks does not disclaim anywarranty or other right that Nooks is prohibited from disclaiming under applicablelaw.
    
16. Limitation of Liability
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    TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE9NOOKS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL,SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGESFOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS)ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOURINABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS ORCONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT,TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY,AND WHETHER OR NOT ANY NOOKS ENTITY HAS BEEN INFORMED OF THEPOSSIBILITY OF DAMAGE.EXCEPT AS PROVIDED IN SECTION 17.5 AND TO THE FULLEST EXTENTPERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE NOOKS ENTITIESTO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OFOR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISEUNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ISLIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO NOOKSFOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TOTHE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OFLIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES ISINTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIESUNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OFTHE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESEPROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHERPROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILLAPPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
    
17. Dispute Resolution and Arbitration
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    17.1. Generally. In the interest of resolving disputes between you and Nooks inthe most expedient and cost effective manner, and except as described inSection 17.2 and 17.3, you and Nooks agree that every dispute arising inconnection with these Terms will be resolved by binding arbitration.Arbitration is less formal than a lawsuit in court. Arbitration uses a neutralarbitrator instead of a judge or jury, may allow for more limited discoverythan in court, and can be subject to very limited review by courts.Arbitrators can award the same damages and relief that a court canaward. This agreement to arbitrate disputes includes all claims arising outof or relating to any aspect of these Terms, whether based in contract, tort,statute, fraud, misrepresentation, or any other legal theory, and regardlessof whether a claim arises during or after the termination of these Terms.YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND NOOKS ARE EACH WAIVING THE RIGHT TO ATRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
    
    17.2 Exceptions. Despite the provisions of Section 17.1, nothing in theseTerms will be deemed to waive, preclude, or otherwise limit the right ofeither party to: (a) bring an individual action in small claims court; (b)pursue an enforcement action through the applicable federal, state, orlocal agency if that action is available; (c) seek injunctive relief in a court oflaw in aid of arbitration; or (d) to file suit in a court of law to address anintellectual property infringement claim.
    
    17.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, youmay opt out of the provisions of this Section 17 within 30 days after thedate that you agree to these Terms by sending a letter to NooksCommunications, Inc., Attention: Legal Department – Arbitration Opt-Out,10999 Maria Rosa Way, Cupertino, CA 95014 that specifies: your full legalname, the email address associated with your account on the Service, anda statement that you wish to opt out of arbitration (“Opt-Out Notice”).Once Nooks receives your Opt-Out Notice, this Section 17 will be void andany action arising out of these Terms will be resolved as set forth inSection 18.2. The remaining provisions of these Terms will not be affectedby your Opt-Out Notice.
    
    17.4 Arbitrator. Any arbitration between you and Nooks will be settled underthe Federal Arbitration Act and administered by the American ArbitrationAssociation (“AAA”) under its Consumer Arbitration Rules (collectively,“AAA Rules”) as modified by these Terms. The AAA Rules and filingforms are available online at www.adr.org, by calling the AAA at1-800-778-7879, or by contacting Nooks. The arbitrator has exclusiveauthority to resolve any dispute relating to the interpretation, applicability,or enforceability of this binding arbitration agreement.
    
    17.5 Notice of Arbitration; Process. A party who intends to seek arbitrationmust first send a written notice of the dispute to the other party by certifiedU.S. Mail or by Federal Express (signature required) or, only if that otherparty has not provided a current physical address, then by electronic mail(“Notice of Arbitration”). Nooks’s address for Notice is: NooksCommunications, Inc., 10999 Maria Rosa Way, Cupertino, CA 95014. TheNotice of Arbitration must: (a) describe the nature and basis of the claim ordispute; and (b) set forth the specific relief sought (“Demand”). The partieswill make good faith efforts to resolve the claim directly, but if the partiesdo not reach an agreement to do so within 30 days after the Notice ofArbitration is received, you or Nooks may commence an arbitrationproceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During thearbitration, the amount of any settlement offer made by you or Nooks mustnot be disclosed to the arbitrator until after the arbitrator makes a finaldecision and award, if any. If the arbitrator awards you an amount higherthan the last written settlement amount offered by Nooks in settlement ofthe dispute prior to the award, Nooks will pay to you the higher of: (i) theamount awarded by the arbitrator; or (ii) $10,000.
    
    17.6 Fees. If you commence arbitration in accordance with these Terms, Nookswill reimburse you for your payment of the filing fee, unless your claim isfor more than $10,000, in which case the payment of any fees will bedecided by the AAA Rules. Any arbitration hearing will take place at alocation to be agreed upon in Santa Clara County, California, but if theclaim is for $10,000 or less, you may choose whether the arbitration willbe conducted: (a) solely on the basis of documents submitted to thearbitrator; (b) through a non-appearance based telephone hearing; or (c)by an in-person hearing as established by the AAA Rules in the county (orparish) of your billing address. If the arbitrator finds that either thesubstance of your claim or the relief sought in the Demand is frivolous orbrought for an improper purpose (as measured by the standards set forthin Federal Rule of Civil Procedure 11(b)), then the payment of all fees willbe governed by the AAA Rules. In that case, you agree to reimburseNooks for all monies previously disbursed by it that are otherwise yourobligation to pay under the AAA Rules. Regardless of the manner in whichthe arbitration is conducted, the arbitrator must issue a reasoned writtendecision sufficient to explain the essential findings and conclusions onwhich the decision and award, if any, are based. The arbitrator may makerulings and resolve disputes as to the payment and reimbursement of feesor expenses at any time during the proceeding and upon request fromeither party made within 14 days of the arbitrator’s ruling on the merits.
    
    17.7 No Class Actions. YOU AND NOOKS AGREE THAT EACH MAY BRINGCLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUALCAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANYPURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further,unless both you and Nooks agree otherwise, the arbitrator may notconsolidate more than one person’s claims, and may not otherwisepreside over any form of a representative or class proceeding.
    
    17.8 Modifications to this Arbitration Provision. If Nooks makes any futurechange to this arbitration provision, other than a change to Nooks’saddress for Notice of Arbitration, you may reject the change by sending uswritten notice within 30 days of the change to Nooks’s address for Noticeof Arbitration, in which case your account with Nooks will be immediately terminated and this arbitration provision, as in effect immediately prior tothe changes you rejected will survive.
    
    17.9 Enforceability. If Section 17.7 or the entirety of this Section 17 is found tobe unenforceable, or if Nooks receives an Opt-Out Notice from you, thenthe entirety of this Section 17 will be null and void and, in that case,exclusive jurisdiction and venue described in Section 18.2 will govern anyaction arising out of or related to these Terms.
    
18. Miscellaneous
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    18.1 General Terms. These Terms, together with the Privacy Policy and anyother agreements expressly incorporated by reference into these Terms,are the entire and exclusive understanding and agreement between youand Nooks regarding your use of the Service. You may not assign ortransfer these Terms or your rights under these Terms, in whole or in part,by operation of law or otherwise, without our prior written consent. Wemay assign these Terms at any time without notice or consent. The failureto require performance of any provision will not affect our right to requireperformance at any other time after that, nor will a waiver by us of anybreach or default of these Terms, or any provision of these Terms, be awaiver of any subsequent breach or default or a waiver of the provisionitself. Use of section headers in these Terms is for convenience only andwill not have any impact on the interpretation of any provision. Throughoutthese Terms the use of the word “including” means “including but notlimited to”. If any part of these Terms is held to be invalid orunenforceable, the unenforceable part will be given effect to the greatestextent possible, and the remaining parts will remain in full force and effect.
    
    18.2 Governing Law. These Terms are governed by the laws of the State ofCalifornia without regard to conflict of law principles. You and Nookssubmit to the personal and exclusive jurisdiction of the state courts andfederal courts located within Santa Clara County, California for resolutionof any lawsuit or court proceeding permitted under these Terms. Weoperate the Service from our offices in Cupertino, and we make norepresentation that Materials included in the Service are appropriate oravailable for use in other locations.
    
    18.3 Privacy Policy. Please read the Nooks Privacy Policy carefully forinformation relating to our collection, use, storage, disclosure of yourpersonal information. The Nooks Privacy Policy is incorporated by thisreference into, and made a part of, these Terms.
    
    18.4 Additional Terms. Your use of the Service is subject to all additionalterms, policies, rules, or guidelines applicable to the Service or certainfeatures of the Service that we may post on or link to from the Service (the“Additional Terms”). All Additional Terms are incorporated by thisreference into, and made a part of, these Terms.
    
    18.5 Consent to Electronic Communications. By using the Service, youconsent to receiving certain electronic communications from us as furtherdescribed in our Privacy Policy. Please read our Privacy Policy to learnmore about our electronic communications practices. You agree that anynotices, agreements, disclosures, or other communications that we sendto you electronically will satisfy any legal communication requirements,including that those communications be in writing.
    
    18.6 Contact Information. The Service is offered by Nooks Communications,Inc., located at 10999 Maria Rosa Way, Cupertino, CA 95014. You maycontact us by sending correspondence to that address or by emailing us athello@nooks.in.
    
    18.7 Notice to California Residents. If you are a California resident, underCalifornia Civil Code Section 1789.3, you may contact the ComplaintAssistance Unit of the Division of Consumer Services of the CaliforniaDepartment of Consumer Affairs in writing at 1625 N. Market Blvd., SuiteS-202, Sacramento, California 95834, or by telephone at (800) 952-5210in order to resolve a complaint regarding the Service or to receive furtherinformation regarding use of the Service.
    
    18.8 No Support. We are under no obligation to provide support for theService. In instances where we may offer support, the support will besubject to published policies.
    
    18.9 International Use. The Service is intended for visitors located within theUnited States. We make no representation that the Service is appropriateor available for use outside of the United States. Access to the Servicefrom countries or territories or by individuals where such access is illegalis prohibited.