NellConnect(TM) by Yerwol(TM) 

Website Terms of Use

Effective Date: 04/28/2022

Welcome to NellConnect™ by Yerwol™ Corporation (“Yerwol”, “we” or “us”). NellConnect is a concept and platform developed by women, for women, to help women discover, connect and develop meaningful friendships with other women in their local communities and around the world. NellConnect matches women with similar interests and facilitates one-on-one conversations with other users.

The NellConnect website (our “Website”), like our Nell™ mobile application, is intended for adults aged 18 years and older. These terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”) are entered into by and between you and Yerwol.

Please read the Terms of Use carefully before using our Website. By accessing, viewing, or using our Website, you accept and agree to be bound and abide by these Terms of Use and our NellConnect by Yerwol Website Privacy Policy (“Privacy Policy”), available at Privacy Policy, and incorporated herein by reference. If you do not agree to these Terms of Use or the Privacy Policy, please do not use our Website.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them on our Website, and apply to all use of our Website. Your continued use of our Website following the posting of revised Terms of Use means that you accept and agree to the changes. Please check this page, which may be accessed at any time through the Terms of Use link at the bottom of each page on this Website, frequently so that you are aware of any changes as they are binding on you.

Use and Security

You may use our Website only if you are an adult aged 18 years or older and legally permitted to use our Website. You need not register your email to review these Terms of Use or the Privacy Policy, or to access our Website. 

You may provide us with an email address to contact us through our Contact Us page on the Website or to receive updates about the Nell mobile application. By registering your email on our Website, you agree that we may send you emails about our Nell mobile application, our Website, and our policies. Further, you agree to notify us of any changes to your e-mail address.  

Our Website Privacy Policy governs all information you provide when you access and use our Website.

You may also contact us through our Contact Us page on the Website to obtain other support.

Linking to our Website

You may link to the homepage (www.nellconnect.com) of our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express consent. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.
  • Cause our Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
  • Link to any part of our Website other than the homepage.
  • Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

Proprietary Rights

All rights, title and interest in and to the Website, its entire contents, features, functionality, and format (“Website Content”) are owned by Yerwol or its licensors and are protected by intellectual property laws and other proprietary rights laws, including trademark and copyright laws. The marks YERWOL, NELL and NELLCONNECT, and all related names, logos, product and service names, designs, and slogans (collectively, the “Marks”) are trademarks of Yerwol or its affiliates or licensors. You may not make commercial uses of the Marks. 

You may, subject to the restrictions of these Terms of Use, utilize our Website and the Website Content, solely for your own personal use or to enable others to utilize our Website. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material in connection with our Website.

If you wish to make any use of Website Content other than that set out above, please submit your request through our Contact Us page on the Website. 

Except for information covered by our Privacy Policy, any communication or materials you transmit to or through our Website, including data, comments, questions, suggestions, ideas, concepts, know-how, techniques, or the like, shall become the property of Yerwol. Yerwol shall be free to use, disclose, reproduce, or distribute any such communications or materials without limitation of any kind.

We respect the intellectual property rights of others. Anyone who believes their work has been reproduced in a way that constitutes copyright infringement may notify us in accordance with the Digital Millennium Copyright Act of 1998.

Restrictions on Use

You may use our Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use our Website:

  • In any way that violates any applicable United States federal, state, local, law or regulation or any law or regulation of any other country;
  • In a manner that discloses personally identifiable information of minors or that exploits or harms minors in any way, including by exposing them to inappropriate content;
  • To impersonate or attempt to impersonate Yerwol, a Yerwol employee, another user, or any other person or entity, including, without limitation, by using email addresses associated with any of the foregoing; or
  • To engage in any other conduct that restricts or inhibits any other user’s enjoyment of our Website, or which, as determined by us, may harm Yerwol or other users or expose them to actual or threatened liability, harm or danger.

Additionally, you agree not to:

  • Use our Website if you are not an adult aged 18 years or older;
  • Use our Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of our Website;
  • Misrepresent your identity or age to us or to any other use of our services;
  • Use any robot, spider, or other automatic device, process, or means to access our Website for any purpose, including monitoring or copying any of the material on our Website;
  • Use any manual process to monitor or copy any of the material on our Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent;
  • Use any device, software, or routine that interferes with the proper working of our Website.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of our Website, the server on which our Website is stored, or any server, computer, or database connected to our Website;
  • Attack our Website via a denial-of-service attack or a distributed denial-of-service attack;
  • Otherwise attempt to interfere with the proper working of our Website;
  • Use our Website in any manner that could interfere with any other user’s use of the Website; or
  • Disclose any information that you do not have the consent to disclose.

Disclaimers

The information presented on or through our Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of any feature, functionality, or information shared in connection with our Website. Any reliance you place on such information is strictly at your own risk. Additionally, we do not make any warranties that our Website or services will be uninterrupted, secure or error free. We disclaim all liability arising from any use of our Website and services, and all warranties, whether express or implied, including, but not limited to, the warranties of merchantability, fitness for a particular purpose and non-infringement of third parties’ rights. Should applicable law not permit the foregoing exclusion of express or implied warranties, then we grant the minimum express or implied warranty required by applicable law. No advice or information, whether oral or written, shall create any warranty, representation, or guarantee not expressly stated in this section.  We may update the content on our Website from time to time, but its content may not necessarily be complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Our Website may include or make available to you information or content provided by third parties. We are not responsible, or liable to you or to any third party, for the content or accuracy of any such information or content.

Yerwol may provide links to websites, services, products, news or other applications, including those operated by third parties (“Third Party Tools”) for your convenience and information. These Third Party Tools are mere suggestions, based on our prior experience using them; you are not obligated to use these Third Party Tools, and any use of such Third Party Tools shall be at your sole discretion and responsibility.  All of these Third Party Tools operate independently from us, and we do not control their terms of use or their operation. We encourage you to review the terms of use and privacy policy of any Third Party Tools that you use to better understand the terms and conditions of their use and applicable privacy policies.

Limitation of Liability

Neither us nor any shareholder, director, employee, consultant, volunteer, service provider, representative, or agent of Yerwol will be liable for any damages, direct, indirect, incidental, consequential, special, or punitive, including, without limitation, loss of data, income, profit or goodwill, loss of or damage to property and claims of third parties arising out of your access to or use of our Website, Website Content, or any user content or information, however caused, whether based on breach of contract, tort (including negligence), proprietary rights infringement, product liability or otherwise.

The foregoing shall apply even if we were advised of the possibility of such damages. If you become dissatisfied in any way with our Website, your sole and exclusive remedy is to stop your use of our Website.

You hereby waive any and all claims arising out of your use of our Website. Because some states do not allow the disclaimer of implied warranties or the exclusion or limitation of certain types of damages, these provisions may not apply to you. If any portion of this limitation on liability is found to be invalid or unenforceable for any reason, then our aggregate liability shall not exceed one hundred dollars ($100).

The limitation of liability herein is a fundamental element of the basis of the bargain and reflects a fair allocation of risk. The site would not be provided without such limitations and you agree that the limitations and exclusions of liability, disclaimers and exclusive remedies specified herein will survive even if found to have failed in their essential purpose. The foregoing does not apply to liability arising from any fraud or fraudulent misrepresentations, or any other liability that cannot be limited by applicable law.

Indemnity

All the actions you make and information you share on our Website remain your responsibility. Therefore, you agree to indemnify, defend, release, and hold us, and our shareholders, partners, licensors, affiliates, service providers, contractors, officers, directors, employees, representatives and agents, harmless, from and against any and all claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by us arising as a result of, or in connection with:

  • Any fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact, negligent acts or omissions, and/or willful misconduct by you;
  • Your access to and use of our Website and services, including your downloading, installing and using the Nell mobile application;
  • The uploading or submission of content or information through our Website by you;
  • Any breach of these Terms of Use by you; and/or
  • Your violation of any law or of any rights of any third party.

We retain the exclusive right to settle, compromise and pay any and all claims or causes of action which are brought against us without your prior consent. If we ask, you will co-operate fully and reasonably as required by us in the defense of any relevant claim.

The foregoing provision does not require you to indemnify Yerwol for any unconscionable commercial practice or any fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact, on the part of Yerwol, in connection with our Website.

Governing Law

These Terms of Use are governed by the laws of the state of New York, excluding any conflict of laws rules. Any dispute or controversy arising under or in connection with our Website, these Terms of Use or any breach thereof shall be brought solely in the state and federal courts of New York, and these Terms of Use do not permit class action claims or allow for retrial of any claim. You agree not to object to the exercise of personal jurisdiction by or to venue in such courts.

Miscellaneous

These Terms of Use commence on the date you accept them (as described in the preamble) and continue until terminated in accordance with the terms herein. If you want to terminate these Terms of Use, you may do so by (a) notifying us that you wish to have your email removed from our distribution list (if applicable); and (b) ceasing from any further use of our Website.

These Terms of Use, the Privacy Policy, and any supplemental terms and guidelines posted on our Website pertaining to our Website constitute the entire agreement between you and us with respect to our Website and supersede all previous written or oral agreements; provided however that nothing in these Terms of Use is intended to modify, replace or cancel any terms, conditions and agreements, including the terms of use and privacy policy pertaining to our mobile application or other services. 

The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

All provisions of these Terms, which by their nature should survive, shall survive termination of these Terms of Use, including, without limitation, the warranty disclaimers, limitation of liability, and indemnification provisions.

These Terms of Use are not assignable, transferable, or sublicensable by you except with Yerwol’s prior consent, but may be assigned or transferred by us to any third party. The right and obligations under these Terms of Use inure to the benefit of your and our successors and assigns.

If any provision of these Terms of Use is found to be invalid by a court of competent jurisdiction, you and Yerwol nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in this provision, and that the other provisions of these Terms of Use will remain in full force and effect. 

A party’s failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision and does not waive any right to act with respect to subsequent or similar breaches. 

Any claim must be commenced within one year after the date the party asserting the claim first knows or should know of the act, omission, or default giving rise to the claim, or the shortest time period permitted by applicable law. 

We reserve the right to investigate any possible violations of these Terms of Use. We may suspend or terminate your use of our Website and the licenses granted herein authorizing your use of our Website, including Website Content, at any time for any or no reason, including, but not limited to, if we reasonably believe you have violated our Terms of Use. You agree that all terminations shall be made in Yerwol’s sole discretion and that Yerwol shall not be liable to you or any third party for any termination of your use.

How to Contact Us

If you have any questions or comments about these Terms of Use, please contact us through our Contact Us webpage or email us at info@nellconnect.com.

   

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