Terms of Service
Last Modified: August 1, 2021Introduction
These Terms of Service (the “Terms”) constitute an agreement between Nimbus, Inc. and its affiliates (“Nimbus,” “we,” or “us”) and you and any entity or other organization you represent (“you” or “your”). These Terms govern your use of the website that links to these Terms, including https://www.nimbuskitchen.com and all related websites and other applications owned or operated by Nimbus (the “Website”). These Terms apply to any content, functionality, and services offered on or through the Website (“Services”), regardless of the Website through which you accessed the Services or if you are registered as a user.
Please read the Terms carefully. By accessing the Website and using the Services, you agree that you have read and agree to be bound by these Terms and our Privacy Policy. You are responsible for compliance with these Terms; you must not access or use the Website or the Services if you are not willing to agree to these Terms.
You acknowledge and confirm that these Terms have the same effect as a signed agreement and these Terms supersede any prior agreement, proposal, or communications, written or oral, between you and Nimbus.
Overview of the Services
Nimbus controls commercial kitchen space, associated food storage space, and associated consumer-facing event space that it licenses to commercial food preparers and the general public (“Members”) on an hourly, daily, monthly, or annual basis. Nimbus is not a food business and operates independently of the food businesses or related ventures that use its services.
User Accounts
If you choose to register for an account with Nimbus, you will be asked to provide registration details including your name, email address, phone number, password, or other information. Your registration details must be correct, current, and complete and will be governed by our Privacy Policy. You may not provide details that are an impersonation of another person. You represent, warrant, and agree that you are providing or accessing only your own information or the information of others that you are authorized to provide to third parties, and that you have all the required consents and permissions required to share such information. You will not provide any information or otherwise access the Website or use the Services in a manner that is defamatory, obscene, indecent, threatening, harassing, fraudulent, or otherwise objectionable, or that jeopardizes the security of your account in any way.
You agree to keep your password confidential and to protect the security of your account. You agree should any unauthorized access to your account, or any other breach of security occur, that you will immediately notify us.
Age Restriction
Nimbus services are intended for adults. Access to Website and use of Services is offered and available to users who are 18 years of age or older. By accessing the Website and using the Services, you represent and warrant that you are at least 18 years of age and are otherwise capable of forming a legally binding contract with Nimbus.
Content
Unless otherwise noted, all text, audio, video, photograph, illustrations, graphics, testimonials, and other materials (“Content”) is owned or licensed by Nimbus. All Content is provided for informational purposes only. Nimbus cannot guarantee that the Content is accurate, current, or complete; you are solely responsible for verifying the accuracy, currency, and completeness of the Content. Reliance on the Content on this Website is at your own risk.
You will not use, copy, upload, display, post, reproduce, republish, modify, translate, distribute, broadcast, create derivative works from, license, sell or otherwise exploit any part of the Website, Services or Content other than as expressly permitted under these Terms.
User Content
You grant Nimbus the unrestricted, irrevocable, and royalty-free license to publicly and privately use, publish, reproduce, display, copy, edit perform, create derivative works from, or otherwise make use of any content you submit or agree to share through the Website or the Services (“User Content”).
If you submit or agree to share User Content, you represent and warrant that you own or otherwise control the rights to that User Content. You indemnify and hold harmless Nimbus for any and all claims arising from or in connection with any claims to any rights in any User Content submitted.
If you provide Nimbus with feedback or suggestions regarding the Website, Services, or general business practices, you hereby assign to Nimbus all rights to use such feedback and related information in any manner it deems appropriate without the duty of accounting it to you. You will not submit to Nimbus any information or ideas that you consider to be confidential or proprietary.
Ownership
Nimbus retains the right, title, and interest, including without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, and contract rights, in and to the Website, Services, or other Content, past, present, and future, and any additions, improvements, updates, and modifications to the Website, Services, or other Content.
Accessing our Website or using our Services does not grant you any right, license, or ownership of any intellectual property rights in our Website or Services.
Third Party
Nimbus’ Website or Services may link to certain websites, services, or other content developed, provided, or maintained by third-party service providers (“Third Parties”). Such links are provided for convenience and reference only, and Nimbus is not liable for the availability, accuracy, or security of such Third Parties. When you access websites, services, or content of Third Parties, or otherwise interact or communicate with Third Parties, you do so at your own risk.
If you have a dispute with one or more Third Parties, you release Nimbus and its owners, officers, directors, members, employees, agents, subsidiaries, joint ventures, employees, and landlords from any claims, demands, and damages of every kind and nature, known or unknown, arising out of or in any way connected with such disputes. We reserve the right, but have no obligation, to become involved in any way with these disputes.
Modifications
Nimbus reserves the right at any time and in its sole discretion to modify the Website, Services, and Terms, with or without notice to you. Nimbus will update Terms to indicate the date of its most recent changes (“Last Modified Date”); changes will not apply retroactively, but changes will become effective immediately upon posting on the Website. Your continued access to the Website and use of the Services signifies your consent to the modified Terms. If the modified Terms are not acceptable to you, you should not access the Website or use the Services after the Last Modified Date.
Termination
These Terms may be terminated by either party, at any time, upon notice to the other party. Nimbus reserves the right to terminate your access to the Website or the Services without notice, at any time, and for any reason, included but not limited to your violation of these Terms. Nimbus reserves the right to pursue any additional remedies available in law or equity. Upon termination of these Terms, (i) all rights granted to you under these Terms will terminate and (ii) you will immediately cease access to the Website and use of Services.
Suspension
Nimbus reserves the right to suspend your access to the Website or the Services without notice, at any time, and for any reason, included but not limited to your violation of these Terms or u, without limiting Nimbus’ right to terminate these Terms.
Indemnification
You agree to indemnify, defend, and hold harmless Nimbus, its owners, officers, directors, members, employees, agents, subsidiaries, joint ventures, employees, and landlords from and against any and all actions, damages, claims, liabilities, costs, expenses, and losses (including, without limitation, reasonable attorneys’ fees) brought against, incurred by, or paid by any of them at any time, in any way arising out of or relating to: (i) your access to or use of the Website or Services or any Content; (ii) your collection and disclosure of any content; (iii) your violation of applicable laws; (iv) a breach of any representation, warranty, covenant, or agreement in these Terms; (v) or Member or User negligence, gross negligence, or other misconduct.
Representations and Warranties
THE WEBSITE, SERVICES, AND ANY ASSOCIATED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NIMBUS DOES NOT WARRANT OR GUARANTEE THE ACCURACY, CURRENCY, OR COMPLETENESS OF THE WEBSITE, SERVICES, AND ANY ASSOCIATED CONTENT.
NIMBUS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE WEBSITE, SERVICES, AND ASSOCIATED CONTENT OF THESE TERMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NIMBUS, ITS EMPLOYEES, OR ITS SERVICE PROVIDERS WILL CREATE ANY NEW WARRANTIES BEYOND THE WARRANTIES EXPRESSLY OUTLINED IN THIS SECTION.
Limitation of Liability
ACCESSING THE WEBSITE AND USING THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION. Nimbus, its owners, officers, directors, members, employees, agents, subsidiaries, joint ventures, employees, and landlords are not responsible or liable for any direct, indirect, incidental, consequential, punitive, or special damages, however caused, under any theory of liability, arising in connection with or out of the access to or use of the Website or the Services, including: (i) your use or inability to use the Website or the Services; (ii) any third party interaction in connection with the Website or Services; (iii) any information provided to you or offered within or through the Website or Services; or (iv) any other matter relating to the Website or Services.
Under no circumstances shall Nimbus, its owners, officers, directors, members, employees, agents, subsidiaries, joint ventures, employees, and landlords be liable to you in aggregate (for all potential claims by you) for any damages incurred in excess of ten dollars ($10). In jurisdictions where limitation of liability for consequential or incidental damages is not permitted, Nimbus’ liability is limited to the maximum extent permitted by law.
Governing Law & Jurisdiction
The rights and obligations of the parties, and any claim or dispute you may have, under these Terms will be governed in all respects exclusively by the laws of the State of New York and U.S. federal law.
Binding Arbitration
Should you have any dispute with Nimbus, please contact us immediately at hello@nimbuskitchen.com so we can work together to a satisfactory resolution. If a resolution is not reached, you agree that any causes of action, claims, controversies, demands, or disputes (“Disputes”) between you and Nimbus arising out of or relating to these Terms, including the formation, validity, binding effect, interpretation, performance, or breach or termination of these Terms, will be finally and exclusively resolved by binding arbitration on an individual basis only, except as otherwise provided below. The arbitration cannot be a consolidation of more than one person’s claims and cannot be any form of any class or representative proceeding.
Disputes will be settled through binding arbitration under the Federal Arbitration Act and the American Arbitration Association (“AAA”).
Data Privacy
By agreeing to these Terms, you also expressly consent to our Privacy Policy. Notwithstanding anything in the Privacy Policy, Nimbus has the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data information resulting from your access to the Website or use of Services.
If you live outside the United States, access the Website, or use the Services outside the United States, by agreeing to these Terms, you consent to the transfer and processing of your personal information in the United States in accordance with the Privacy Policy and US law.
Nimbus disclaims liability for the disclosure of information (including health information) that you submit voluntarily.
Nimbus will process your personal data for the business purpose of managing your user account and to perform our contract with you according to applicable Terms. You agree that all information you provide is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
General Provisions
You shall not assign these Terms nor any rights or obligations without the prior written approval of Nimbus. Any assignment in violation of the foregoing will be null and void. Nimbus may assign these Terms without your consent to an affiliate or subsidiary, an acquirer, or a successor by merger. These Terms, your access to the Website, or use of Services does not constitute a joint venture, partnership, employment, or agency relationship between you and Nimbus.