Terms & Conditions


TERMS & CONDITIONS FOR NOBLR MOBILE APPLICATION

Thank you for using the Noblr mobile application, including any software and content contained or services provided therein (the “Mobile App”).

These Terms & Conditions (“Terms”) contain the terms which govern your use of the Mobile App, which is owned and operated by Noblr Risk Management, LLC, and its affiliates (“Noblr”, “us”, “we”).

By downloading, installing, or using the Mobile App or by clicking the “I agree” or similar icon, you acknowledge and agree that you have read, understood, and agree to be bound by these Terms and by Noblr’s Privacy Policy, located at www.noblr.com/privacy-policy (collectively, these Terms and the Privacy Policy are known as the “Agreement”). If you do not agree to the terms of the Agreement, you should not install or use the Mobile App or you should stop using the the Mobile App and uninstall it. In addition, if you are a subscriber with Noblr Reciprocal Exchange, your use of the Noblr services (the “Services”) will be further governed by the Noblr Subscription Agreement and Power of Attorney (“Subscription Agreement”), which shall control.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE MOBILE APP, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES YOU AND NOBLR TO ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS.

We reserve the right to update and modify these Terms at any time, so please review them frequently either via the Mobile App or by visiting www.noblr.com/terms-and-conditions. Your continued use of Mobile App and the Services will signify your acceptance of any changes to these Terms.

1. LICENSE AND GENERAL USE RESTRICTIONS.

A. Subject to the terms and conditions of this Agreement, Noblr hereby grants to you a limited, nonexclusive, nontransferable, non-assignable, non-sublicensable, revocable, free of charge license to use the Mobile App for your non-commercial purposes on any mobile device (“Device”) that you own or control. Without limiting the generality of the foregoing, any access to the Mobile App, or to the Services that are accessible through the Mobile App, by automated inquiry devices, robots, or repetitive data gathering and extraction tools, routines, scripts, or other mechanisms with similar functionality, is expressly prohibited.

B. You may not: (i) sublicense, resell, rent, lease, transfer, assign, time-share, commercially exploit or monetize the Mobile App, or otherwise make the Mobile App available to any third party without our permission; (ii) use the Mobile App for any illegal, unauthorized, unintended, unsafe, hazardous, fraudulent, deceptive or unlawful purposes (including, without limitation, in violation of any data, privacy or export control laws), or in any manner inconsistent with these Terms; (iii) use the Mobile App in any manner that interferes with or disrupts the integrity or performance of the Mobile App or of any other Noblr system or technology; (iv) copy, modify, adapt, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code in the Mobile App; (v) associate, input, or upload to or through the Mobile App any virus, Trojan horse, worm, time bomb, or other harmful computer code, files or programs that interrupts, destroys or limits the functionality of any computer software or hardware or telecommunications equipment; or (vi) use the Mobile App in a manner that harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any other party (including but not limited to rights of publicity or other proprietary rights).

C. You agree to comply with any codes of conduct, policies or other notices Noblr provides to you or publishes in connection with the Mobile App, and you agree to promptly notify Noblr if you learn of a security breach related to the Mobile App.

D. When using the Mobile App, you agree to: (i) never actively utilize the Mobile App in any manner that will distract from and/or interfere with your driving or that prevents you from obeying traffic or safety laws; (ii) observe all traffic laws, driving safety laws and to otherwise drive safely; (iii) arrange all Devices and cables/cords necessary for use of the Mobile App in a secure manner in your vehicle so that they will not interfere with and/or distract from your driving and will not prevent the operation of any safety device (including without limitation an airbag).

E. You agree to: (a) provide true, accurate, current and complete information about yourself when registering or as prompted by the Mobile App (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, non-current or incomplete, it may have an affect on your ability to use the Mobile App or to receive the Services through the Mobile App. You also understand and agree that the Mobile App may include certain communications from Noblr (e.g., service announcements, administrative messages and other information and alerts), and that these communications are considered part of the Mobile App. You may not be able to opt out of receiving them while choosing to utilize the Mobile App. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account.

F. You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store in connection with or relating to the Mobile App (“Content”). By posting Content on or through the Mobile App, you hereby do and shall grant Noblr a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform your Content solely in connection with providing you the Services related to the Mobile App.

G. As the Mobile App is utilized through a mobile device, your wireless service carrier’s (“Carrier”) standard charges, data rates and other fees may apply and certain features or activities may be prohibited or restricted by your Carrier. By using the Mobile App, you agree that we may communicate with you by SMS, MMS, text message or other electronic means to your mobile device for the purpose of providing the applicable Service.

2. INFORMATION ABOUT THE MOBILE APP USAGE.

A. Whenever you interact with the Mobile App, we may use a variety of technologies that automatically, manually, or passively collect information about how the Mobile App is accessed and used (“Usage Information”). Usage Information may include, among other things: (i) your browser type, device identifier, and operating system; (ii) websites you visited before and after visiting the Mobile App; (iii) information about your location; (iv) pages you view and links you click on from within the Mobile App; and; (v) other information about your interactions with the Mobile App. All rights and interest in the Usage Information will be owned by Noblr. Noblr may use the Usage Information for its business purposes in accordance with the Privacy Policy, including, but not limited to, sharing such Usage Information with third parties such as partners, vendors, and service providers, or creating aggregated data, analysis, and reports.

B. In addition to the Usage Information, the Mobile App collects certain other information about you and your driving habits, including without limitation, the times of day that you drive, your driving locations, your driving distractions, your driving speed, your driving acceleration, and your driving braking (“Driving Information”, which together with the Usage Information, are the “Information”). The Mobile App also collects non-driving behavior such as being a passenger or using other modes of transportation including in a private car, cab or other Transportation Network Company (such as Uber or Lyft) car, walking, biking, riding in an airplane and on public transit. By using the Mobile App, you agree and consent to Noblr’s and its subsidiaries’ and agents’ transmission, collection, maintenance, processing, and use of the Driving Information. Except as otherwise set forth in these Terms or the Privacy Policy, or as otherwise required by law, the Driving Information will be treated as being non-confidential and non-proprietary, and Noblr assumes no obligation to protect the Driving Information from disclosure. Noblr will be free to reproduce, use, and distribute the Driving Information to others without restriction, including without limitation, sharing your Driving Information with Noblr’s partners, vendors and service providers for the purpose of offering you insurance discounts and/or other commercial offers and for providing you the Services. The Mobile App is intended to collect your driving information, but may inadvertently collect the driving information of third parties with whom you are a passenger.

3. TERM AND TERMINATION.

This Agreement becomes binding on you when you download, access, or use the Mobile App and/or when you click “I accept” (or otherwise indicate your consent to be bound). This Agreement will remain in full force and effect thereafter until terminated as provided herein (the “Term”). You may terminate this Agreement for convenience at any time by cancelling your insurance policy or trial and deleting the Mobile App from all Devices that you own or control. Upon the termination of this Agreement for any reason whatsoever, all licenses granted hereunder shall immediately terminate, and you shall immediately (i) stop all access to and use of the Mobile App; and (ii) uninstall and delete all copies of the Mobile App from your Devices.

4. COMPLIANCE; DISCLOSURE.

Noblr reserves the right to take any steps that Noblr believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms. You agree that Noblr has the right, without liability to you, to disclose any Registration Data and/or account information to law enforcement authorities, government officials, and/or a third party, as the result of a legal proceeding or by legal process or if Noblr believes such disclosure is reasonably necessary or appropriate to enforce and/or verify your compliance with any part of these Terms, the Services or the Subscriber Agreement (including but not limited to Noblr's right to cooperate with any legal process relating to your use of the Mobile App and/or a third-party claim that your use of the Mobile App is unlawful and/or infringes such third party's rights).

5. INTELLECTUAL PROPERTY.

A. You acknowledge and agree that the Mobile App contains proprietary and confidential information that is protected by applicable copyright, trademark, and other intellectual property laws, including without limitation, the software programming and html and other code contained in the Mobile App and other content and Services available through the Mobile App. The trademarks, service marks, and logos used and displayed on this Mobile App are registered and unregistered trademarks of Noblr and others. Nothing in the Mobile App should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed in the Mobile App, without the written permission of the trademark owner. Noblr and its licensors reserve the right to enforce its and their intellectual property rights to the fullest extent of the law. All images on the Mobile App are legally protected and are not to be used, reproduced, modified, or distributed without written consent of Noblr or its licensors.

B. The Mobile App, the content and information therein, and all improvements, additions, derivatives, and other modifications thereto, and any information pertaining to the foregoing, are the exclusive property of Noblr and/or its licensors, and shall be considered and treated by you as the proprietary information of Noblr (the “Noblr Proprietary Information”). You acknowledge and agree that Noblr is the owner of the Noblr Proprietary Information and you agree that you have no right, title, or interest in any of the Noblr Proprietary Information except the right to use the Mobile App in accordance with and subject to this Agreement. You agree not to, directly or indirectly, disclose, sell, or otherwise transfer or exploit the Noblr Proprietary Information, or any portion thereof, to any other person or entity or allow any other person or entity to use the Noblr Proprietary Information, or any portion thereof, without the prior written consent of Noblr, which may be withheld in Noblr’s sole discretion. You further agree not to challenge or assist with or participate in any challenge, directly or indirectly, of Noblr’s ownership of the Noblr Proprietary Information or any right, title, or interest therein or any portion thereof.

C. You acknowledge and agree that Noblr is the owner of or has rights to the trade names, trademarks, and service marks “Noblr” and such other names, marks, and logos and other intellectual property Noblr used, uses, or may in the future use in or related to its business, products, or services, including, without limitation, all improvements, additions, derivatives, and other modifications thereof (the “Noblr Marks”). You agree that you have no right, title, or interest in any of the Noblr Marks. You further agree not to challenge or assist with or participate in any challenge, directly or indirectly, of Noblr’s ownership of or right to the Noblr Marks or any right, title or interest therein or any portion thereof.

D. You agree to not remove, obscure, or alter any copyright, trademark, or other proprietary rights notice affixed to, contained within, or accessed in conjunction with or through the Mobile App.

E. You acknowledge that the Mobile App or the Services may also permit access to products, services, websites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties (“Third Party Content and Services”). You acknowledge that Noblr does not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites or data available through the Mobile App) and the access to and the listing of any Third Party Content and Services through the Mobile App shall not constitute or imply any endorsement by Noblr of such Third Party Content and Services. Furthermore, your access to and use of the Third Party Content and Services is at your sole discretion and risk, and Noblr and its affiliates, partners, suppliers and licensors shall have no liability to you arising out of or in connection with your access to and use of the Third Party Content and Services. Noblr reserves the right to restrict or deny access to any Third Party Content and Services otherwise accessible through the Mobile App, although Noblr has no obligation to restrict or deny access even if requested by you.

6. SUPPORT AND MAINTENANCE.

Noblr is not obligated to provide any support or maintenance services to you related to the Mobile App. From time to time, the Mobile App or the Services may be unavailable. During these times Noblr may, but is by no means under any obligation to, send you notifications regarding the Mobile App’s functionality. Any complaints related to the Mobile App can be addressed to service@noblr.com.

7. BILLING AND PAYMENT POLICY.

A. The Mobile App may allow you to to make payments for the Services from your mobile device. In doing so, we may use a third-party payment service to bill you through an online account for your payment or for the purchase of products or services. By submitting your payment account information, you grant us the right to store and process your information with the third-party payment service and for us to store any identification token provided by the third-party payment service. You agree that we will not be responsible for any failures of the third party to adequately protect such information.

B. The processing of payments will be subject to the terms, conditions and privacy policies of such third-party payment service in addition to these Terms. You further acknowledge that future payments may be processed on your behalf automatically per the terms of the product or services purchased. You acknowledge that we may change the third-party payment service and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security technology.

C. Except as may be expressly set forth on our Web Site from time to time or as required by applicable law, we have no obligation to provide refunds or credits.

8. DISCLAIMER OF WARRANTIES.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE MOBILE APP, INCLUDING ANY DATA OR OTHER INFORMATION PROVIDED THROUGH THE MOBILE APP, IS ENTIRELY AT YOUR OWN RISK AND IS PROVIDED FREE OF CHARGE, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, ACCESSIBILITY AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED BY NOBLR. NOBLR MAKES NO WARRANTY WITH RESPECT TO THE SECURITY, TIMELINESS, CONTENT OR PERFORMANCE OF THE MOBILE APP NOR DOES NOBLR WARRANT THAT THE MOBILE APP WILL (i) MEET YOUR NEEDS, (ii) PERFORM IN ACCORDANCE WITH ANY STANDARDS, (iii) WILL BE UNINTERRUPTED OR ERROR-FREE, OR (iv) THAT ANY DEFECT WITHIN THE MOBILE APP WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.

9. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOBLR BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION, (B) ANY INJURIES TO PERSONS OR DAMAGE TO PROPERTY RELATED TO YOUR USE OF THE MOBILE APP, OR (C) ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE STATES, NOBLR’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. CHOICE OF LAW.

This Agreement and all matters relating to its validity, interpretation, performance and enforcement shall be governed and construed in accordance with the laws of the State of Colorado (without regard to the conflict of law principles thereof).

11. ARBITRATION; NO CLASS ACTIONS.

A. ARBITRATION AGREEMENT. YOU AND NOBLR AGREE THAT ANY CLAIMS OR DISPUTES (“Claims”) THAT ARISE OUT OF OR RELATE IN ANY WAY TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO ANY SERVICE PROVIDED THROUGH THE MOBILE APP) SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION INSTEAD OF LITIGATION IN COURT. In arbitration, there is no judge and no jury. Instead, Claims are decided by an arbitrator whose authority is created by and governed by this arbitration agreement paragraph. Review of arbitration awards in the courts is very limited.

B. CLASS ACTION WAIVER. YOU AND NOBLR AGREE THAT ALL CLAIMS BETWEEN US WILL BE RESOLVED IN AN INDIVIDUAL ARBITRATION. WE BOTH AGREE THAT THERE WILL BE NO CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTIONS IN ARBITRATION. In addition, neither you nor Noblr may participate in a class or representative action in court as a class member if the claims asserted in the arbitration would fall within the scope of this Agreement or the arbitration agreement paragraph if asserted directly by you or Noblr. To be clear, you and Noblr both waive any right to participate in any class action involving disputes between us.

This class action waiver is an essential part of our arbitration agreement and may not be severed. If for any reason this class action waiver is found unenforceable, then the entire arbitration agreement will not apply. However, the Jury Trial Waiver set forth below will remain in full force and effect.

C. ARBITRATOR AUTHORITY. The arbitrator’s authority is governed by this arbitration agreement. You and Noblr agree that the arbitrator may award the same relief that a court of competent jurisdiction could award – consistent with and limited by this Agreement (including the paragraph labeled “Limitation of Liability”), but the arbitrator may not award declaratory or injunctive relief that extends beyond you and your dealings with Noblr. An arbitrator may award attorneys’ fees and costs to the prevailing party if a court would be authorized to do so under the applicable law.

D. ARBITRATION PROCEDURES. You and Noblr agree that this Agreement affects interstate commerce, and the Federal Arbitration Act applies. All arbitrations shall be conducted by the American Arbitration Association (“AAA”). The AAA’s rules are available on its website at www.adr.org or by calling 1-800-778-7879. If the Claim asserted in arbitration is for less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply. If the claim is for more than $75,000, then the Commercial Rules will apply. If there is a conflict between the AAA Rules and this Agreement, then the Agreement shall control. For claims less than $75,000, Noblr will pay all filing fees and costs associated with commencing an arbitration, but you will be responsible for paying your own attorneys’ fees (if you chose to use an attorney in arbitration) unless you prevail in the arbitration and the arbitrator finds that you are entitled to recover your fees under the law. The arbitration will be held in a mutually agreeable and convenient location.

E. SURVIVAL. The terms of Sections 5, 7 through 14, and 16 through 19 shall survive termination or expiration of this Agreement.

12. JURY TRIAL WAIVER.

You and Noblr expressly and knowingly WAIVE THE RIGHT TO TRIAL BY JURY. This means that if for any reason the arbitration agreement contained in Section 12 is not enforced or is found inapplicable, our claims against each other will be resolved by a judge rather than a jury.

13. INDEMNITY AND RELEASE.

A. When you download, access, or use the Mobile App, you agree to indemnify and defend Noblr, its owners, shareholders, subsidiaries, affiliates, directors, officers, employees, partners, and licensors and to hold them harmless from any and all claims and expenses, including attorney’s fees, arising or resulting from (i) your access, use or misuse of the Mobile App; and (ii) your breach of these Terms. Noblr shall provide notice to you of any such claim, suit or demand. Noblr reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Noblr’s defense of such matter.

B. You release and waive all claims against Noblr, its owners, shareholders, subsidiaries, affiliates, directors, officers, employees, partners, and licensors from any and all claims, damages, liabilities, costs and expenses arising out of your use of the Mobile App. If You are a California resident, you waive any rights you may have under §1542 of the California Civil Code, which reads: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You agree to release unknown claims and waive all available rights under California Civil Code §1542 or under any other statute or common law principle of similar effect. To the extent permitted by applicable law, this release covers all such claims regardless of the negligence of Noblr and its owners, shareholders, subsidiaries, affiliates, officers, employees, partners, and licensors.

14. EXPORT CONTROL LAWS.

You agree to comply with all U. S. and all other applicable laws, rules, and regulations relating to the export, re-export, or transshipment of the Mobile App.

15. ENFORCEABILITY.

If, for any reason, a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.

16. ASSIGNMENT.

You may not assign this Agreement without the prior written consent of Noblr but Noblr may assign this Agreement without any notice to you.

17. HEADINGS.

The headings in this Agreement are for convenience only and have no legal or contractual effect.

18. WAIVER.

Any waiver of any provision of this Agreement will be effective only if in writing and signed by or on behalf of Noblr. No failure or delay by Noblr in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms.

19. ENTIRE AGREEMENT.

This Agreement (and in the case of subscribers, the Subscription Agreement) constitutes the entire and only agreement between the parties in relation to its subject matter and replaces and extinguishes all prior or simultaneous agreements, undertakings, arrangements, understandings or statements of any nature made by the parties or any of them whether oral or written (and, if written, whether or not in draft form) with respect to such subject matter. Each of the parties acknowledge that they are not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter of this Agreement, save those expressly set out in this Agreement, and that they shall have no rights or remedies with respect to such subject matter otherwise than under this Agreement save to the extent that they arise out of the fraud or fraudulent misrepresentation of another party. No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of Noblr.

20. CONTACT US.

If you have any questions or concerns about these Terms & Conditions, please contact us by email at service@noblr.com or write to us at:

Noblr
Attn: Terms and Conditions
1 Union Street
Suite 210
San Francisco, CA 94111

END OF AGREEMENT

Updated: November 30, 2018


TERMS & CONDITIONS FOR NOBLR WEBSITE

Thank you for using the Noblr website, including any software and content contained or services provided therein (the “Website”).

These Terms & Conditions (“Terms”) contain the terms which govern your use of the Website, which is owned and operated by Noblr Risk Management, LLC, and its affiliates (“Noblr”, “us”, “we”).

By using the Website or by clicking the “I agree” or similar icon, you acknowledge and agree that you have read, understood, and agree to be bound by these Terms and by Noblr’s Privacy Policy, located at www.noblr.com/privacy-policy (collectively, these Terms and the Privacy Policy are known as the “Agreement”). If you do not agree to the terms of the Agreement and do not wish to be bound by them, you should please exit the Website, and not use the Website in the future. In addition, if you are a subscriber with Noblr Reciprocal Exchange, your use of the Noblr services (the “Services”) will be further governed by the Noblr Subscription Agreement and Power of Attorney (“Subscription Agreement”); the Subscription Agreement shall control in the event of a conflict.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE OR THE SERVICES, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES YOU AND NOBLR TO ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS.

We reserve the right to update and modify these Terms at any time, so please review them frequently via www.noblr.com/terms-and-conditions. Your continued use of the Website and the Services will signify your acceptance of any changes to these Terms.

1. LICENSE AND GENERAL USE RESTRICTIONS.

A. Subject to the terms and conditions of this Agreement, Noblr hereby grants to you a limited, nonexclusive, nontransferable, non-assignable, non-sublicensable, revocable, free of charge license to access, view, store, download, and use the Website for your non-commercial purposes. Without limiting the generality of the foregoing, any access to the Website, or to the Services that are accessible through the Website, by automated inquiry devices, robots, or repetitive data gathering and extraction tools, routines, scripts, or other mechanisms with similar functionality, is expressly prohibited.

B. You may not: (i) sublicense, resell, rent, lease, transfer, assign, time-share, commercially exploit or monetize the Website or the Services, or otherwise make the Website or the Services available to any third party without our permission; (ii) use the Website or the Services for any illegal, unauthorized, unintended, unsafe, hazardous, fraudulent, deceptive or unlawful purposes (including, without limitation, in violation of any data, privacy or export control laws), or in any manner inconsistent with these Terms; (iii) use the Website or the Services in any manner that interferes with or disrupts the integrity or performance of theWebsite or of any other Noblr system or technology; (iv) copy, modify, adapt, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code in the Website; (v) associate, input, or upload to or through the Website any virus, Trojan horse, worm, time bomb, or other harmful computer code, files or programs that interrupts, destroys or limits the functionality of any computer software or hardware or telecommunications equipment; or (vi) use the Websitein a manner that harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any other party (including but not limited to rights of publicity or other proprietary rights).

C. You agree to comply with any codes of conduct, policies or other notices Noblr provides to you or publishes in connection with this Website, and you agree to promptly notify Noblr if you learn of a security breach related to the Website.

D. You agree to: (a) provide true, accurate, current and complete information about yourself when registering or as prompted by the Website (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, non-current or incomplete, it may have an affect on your ability to use the Website or to receive the Services through the Website. You also understand and agree that the Website may include certain communications from Noblr (e.g., service announcements, administrative messages and other information and alerts), and that these communications are considered part of the Website. You may not be able to opt out of receiving them while choosing to utilize the Website. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account.

F. You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store in connection with or relating to the Website (“Content”). By posting Content on or through the Website, you hereby do and shall grant Noblr a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform your Content solely in connection with providing you the Services related to the Website.

G. By using the Website, you agree that we may communicate with you by SMS, MMS, text message or other electronic means to your mobile device for the purpose of providing the applicable Service.

2. INFORMATION ABOUT THE WEBSITE USAGE.

Whenever you interact with the Website, we may use a variety of technologies that automatically, manually, or passively collect information about how the Website is accessed and used (“Usage Information”). Usage Information may include, among other things: (i) your browser type, device identifier, and operating system; (ii) websites you visited before and after visiting the Website; (iii) information about your location; (iv) pages you view and links you click on from within the Website; and; (v) other information about your interactions with the Website. All rights and interest in the Usage Information will be owned by Noblr. Noblr may use the Usage Information for its business purposes in accordance with the Privacy Policy at www.noblr.com/privacy-policy, including, but not limited to, sharing such Usage Information with third parties such as partners, vendors, and service providers, or creating aggregated data, analysis, and reports.

3. COMPLIANCE; DISCLOSURE.

Noblr reserves the right to take any steps that Noblr believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms. You agree that Noblr has the right, without liability to you, to disclose any Registration Data and/or account information to law enforcement authorities, government officials, and/or a third party, as the result of a legal proceeding or by legal process or if Noblr believes such disclosure is reasonably necessary or appropriate to enforce and/or verify your compliance with any part of these Terms, the Services or the Subscriber Agreement (including but not limited to Noblr's right to cooperate with any legal process relating to your use of the Website and/or a third-party claim that your use of the Website is unlawful and/or infringes such third party's rights).

4. INTELLECTUAL PROPERTY.

A. You acknowledge and agree that the Website contains proprietary and confidential information that is protected by applicable copyright, trademark, and other intellectual property laws, including without limitation, the software programming and html and other code contained in the Website and other content and Services available through the Website. The trademarks, service marks, and logos used and displayed on this Website are registered and unregistered trademarks of Noblr and others. Nothing in the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed in the Website, without the written permission of the trademark owner. Noblr and its licensors reserve the right to enforce its and their intellectual property rights to the fullest extent of the law. All images on the Website are legally protected and are not to be used, reproduced, modified, or distributed without written consent of Noblr or its licensors.

B. The Website, the content and information therein, and all improvements, additions, derivatives, and other modifications thereto, and any information pertaining to the foregoing, are the exclusive property of Noblr and/or its licensors, and shall be considered and treated by you as the proprietary information of Noblr (the “Noblr Proprietary Information”). You acknowledge and agree that Noblr is the owner of the Noblr Proprietary Information and you agree that you have no right, title, or interest in any of the Noblr Proprietary Information except the right to use the Website in accordance with and subject to this Agreement. You agree not to, directly or indirectly, disclose, sell, or otherwise transfer or exploit the Noblr Proprietary Information, or any portion thereof, to any other person or entity or allow any other person or entity to use the Noblr Proprietary Information, or any portion thereof, without the prior written consent of Noblr, which may be withheld in Noblr’s sole discretion. You further agree not to challenge or assist with or participate in any challenge, directly or indirectly, of Noblr’s ownership of the Noblr Proprietary Information or any right, title, or interest therein or any portion thereof.

C. You acknowledge and agree that Noblr is the owner of or has rights to the trade names, trademarks, and service marks “Noblr” and such other names, marks, and logos and other intellectual property Noblr used, uses, or may in the future use in or related to its business, products, or services, including, without limitation, all improvements, additions, derivatives, and other modifications thereof (the “Noblr Marks”). You agree that you have no right, title, or interest in any of the Noblr Marks. You further agree not to challenge or assist with or participate in any challenge, directly or indirectly, of Noblr’s ownership of or right to the Noblr Marks or any right, title or interest therein or any portion thereof.

D. You agree to not remove, obscure, or alter any copyright, trademark, or other proprietary rights notice affixed to, contained within, or accessed in conjunction with or through the Website.

E. You acknowledge that the Website may also permit access to products, services, websites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties (“Third Party Content and Services”). You acknowledge that Noblr does not investigate, monitor, represent or endorse the Third Party Content and Services (including any third party websites or data available through the Website) and the access to and the listing of any Third Party Content and Services through the Website shall not constitute or imply any endorsement by Noblr of such Third Party Content and Services. Furthermore, your access to and use of the Third Party Content and Services is at your sole discretion and risk, and Noblr and its affiliates, partners, suppliers and licensors shall have no liability to you arising out of or in connection with your access to and use of the Third Party Content and Services. Noblr reserves the right to restrict or deny access to any Third Party Content and Services otherwise accessible through the Website or Mobile App, although Noblr has no obligation to restrict or deny access even if requested by you.

5. STATUS OF WEBSITE.

Noblr may alter, suspend, or discontinue the Website at any time for any reason, without notice or cost. The Website may become unavailable due to maintenance or malfunction of computer equipment or other reasons. Any complaints related to the Website can be addressed to service@noblr.com

6. BILLING AND PAYMENT POLICY.

A. The Website may allow you to to make payments for the Services. In doing so, we may use a third-party payment service to bill you through an online account for your payment or for the purchase of products or services. By submitting your payment account information, you grant us the right to store and process your information with the third-party payment service and for us to store any identification token provided by the third-party payment service. You agree that we will not be responsible for any failures of the third party to adequately protect such information.

B. The processing of payments will be subject to the terms, conditions and privacy policies of such third-party payment service in addition to these Terms. You further acknowledge that future payments may be processed on your behalf automatically per the terms of the product or services purchased. You acknowledge that we may change the third-party payment service and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security technology.

C. Except as may be expressly set forth on our Website from time to time or as required by applicable law, we have no obligation to provide refunds or credits.

7. DISCLAIMER OF WARRANTIES.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE, INCLUDING ANY DATA OR OTHER INFORMATION PROVIDED THROUGH THE WEBSITE, IS ENTIRELY AT YOUR OWN RISK AND IS PROVIDED FREE OF CHARGE, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, ACCESSIBILITY AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED BY NOBLR. NOBLR MAKES NO WARRANTY WITH RESPECT TO THE SECURITY, TIMELINESS, CONTENT OR PERFORMANCE OF THE WEBSITE NOR DOES NOBLR WARRANT THAT THE WEBSITE WILL (i) MEET YOUR NEEDS, (ii) PERFORM IN ACCORDANCE WITH ANY STANDARDS, (iii) WILL BE UNINTERRUPTED OR ERROR-FREE, OR (iv) THAT ANY DEFECT WITHIN THE WEBSITE WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.

8. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOBLR BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION, (B) ANY INJURIES TO PERSONS OR DAMAGE TO PROPERTY RELATED TO YOUR USE OF THE WEBSITE, OR (C) ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE STATES, NOBLR’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. CHOICE OF LAW.

This Agreement and all matters relating to its validity, interpretation, performance and enforcement shall be governed and construed in accordance with the laws of the State of Colorado (without regard to the conflict of law principles thereof).

10. ARBITRATION; NO CLASS ACTIONS.

A. ARBITRATION AGREEMENT. YOU AND NOBLR AGREE THAT ANY CLAIMS OR DISPUTES (“Claims”) THAT ARISE OUT OF OR RELATE IN ANY WAY TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO ANY SERVICE PROVIDED THROUGH THE WEBSITE) SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION INSTEAD OF LITIGATION IN COURT. In arbitration, there is no judge and no jury. Instead, Claims are decided by an arbitrator whose authority is created by and governed by this arbitration agreement paragraph. Review of arbitration awards in the courts is very limited.

B. CLASS ACTION WAIVER. YOU AND NOBLR AGREE THAT ALL CLAIMS BETWEEN US WILL BE RESOLVED IN AN INDIVIDUAL ARBITRATION. WE BOTH AGREE THAT THERE WILL BE NO CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTIONS IN ARBITRATION. In addition, neither you nor Noblr may participate in a class or representative action in court as a class member if the claims asserted in the arbitration would fall within the scope of this Agreement or the arbitration agreement paragraph if asserted directly by you or Noblr. To be clear, you and Noblr both waive any right to participate in any class action involving disputes between us.

This class action waiver is an essential part of our arbitration agreement and may not be severed. If for any reason this class action waiver is found unenforceable, then the entire arbitration agreement will not apply. However, the Jury Trial Waiver set forth below will remain in full force and effect.

C. ARBITRATOR AUTHORITY. The arbitrator’s authority is governed by this arbitration agreement. You and Noblr agree that the arbitrator may award the same relief that a court of competent jurisdiction could award – consistent with and limited by this Agreement (including the paragraph labeled “Limitation of Liability”), but the arbitrator may not award declaratory or injunctive relief that extends beyond you and your dealings with Noblr. An arbitrator may award attorneys’ fees and costs to the prevailing party if a court would be authorized to do so under the applicable law.

D. ARBITRATION PROCEDURES. You and Noblr agree that this Agreement affects interstate commerce, and the Federal Arbitration Act applies. All arbitrations shall be conducted by the American Arbitration Association (“AAA”). The AAA’s rules are available on its website at www.adr.org or by calling 1-800-778-7879. If the Claim asserted in arbitration is for less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply. If the claim is for more than $75,000, then the Commercial Rules will apply. If there is a conflict between the AAA Rules and this Agreement, then the Agreement shall control. For claims less than $75,000, Noblr will pay all filing fees and costs associated with commencing an arbitration, but you will be responsible for paying your own attorneys’ fees (if you chose to use an attorney in arbitration) unless you prevail in the arbitration and the arbitrator finds that you are entitled to recover your fees under the law. The arbitration will be held in a mutually agreeable and convenient location.

E. SURVIVAL. The terms of Sections 4, 6 through 13, and 14 through 18 shall survive termination or expiration of this Agreement.

11. JURY TRIAL WAIVER.

You and Noblr expressly and knowingly WAIVE THE RIGHT TO TRIAL BY JURY. This means that if for any reason the arbitration agreement contained in Section 11 is not enforced or is found inapplicable, our claims against each other will be resolved by a judge rather than a jury.

12. INDEMNITY AND RELEASE.

A. When you download, access, or use the Website, you agree to indemnify and defend Noblr, its owners, shareholders, subsidiaries, affiliates, directors, officers, employees, partners, and licensors and to hold them harmless from any and all claims and expenses, including attorney’s fees, arising or resulting from (i) your access, use or misuse of the Website or the Services available through the Website; and (ii) your breach of these Terms. Noblr shall provide notice to you of any such claim, suit or demand. Noblr reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Noblr’s defense of such matter.

B. You release and waive all claims against Noblr, its owners, shareholders, subsidiaries, affiliates, directors, officers, employees, partners, and licensors from any and all claims, damages, liabilities, costs and expenses arising out of your use of the Website or the Services available through the Website. If You are a California resident, you waive any rights you may have under §1542 of the California Civil Code, which reads: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You agree to release unknown claims and waive all available rights under California Civil Code §1542 or under any other statute or common law principle of similar effect. To the extent permitted by applicable law, this release covers all such claims regardless of the negligence of Noblr and its owners, shareholders, subsidiaries, affiliates, officers, employees, partners, and licensors.

13. ENFORCEABILITY.

If, for any reason, a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.

14. HEADINGS.

The headings in this Agreement are for convenience only and have no legal or contractual effect.

15. WAIVER.

Any waiver of any provision of this Agreement will be effective only if in writing and signed by or on behalf of Noblr. No failure or delay by Noblr in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms.

16. ENTIRE AGREEMENT.

This Agreement, (and in the case of subscribers, the Subscription Agreement) constitutes the entire and only agreement between the parties in relation to its subject matter and replaces and extinguishes all prior or simultaneous agreements, undertakings, arrangements, understandings or statements of any nature made by the parties or any of them whether oral or written (and, if written, whether or not in draft form) with respect to such subject matter. Each of the parties acknowledge that they are not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter of this Agreement, save those expressly set out in this Agreement, and that they shall have no rights or remedies with respect to such subject matter otherwise than under this Agreement save to the extent that they arise out of the fraud or fraudulent misrepresentation of another party. No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of Noblr.

17. CONTACT US.

If you have any questions or concerns about these Terms & Conditions, please contact us by email at service@noblr.com or write to us at:

Noblr
Attn:Terms and Conditions
1 Union Street
Suite 210
San Francisco, CA 94111

END OF AGREEMENT

Updated: November 30, 2018