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Nifty Universal Terms of Service

Last Updated: May 13th, 2025

Introduction

Thank you for using Nifty!

These Terms of Service (“Terms”) are a binding legal agreement between you and Nifty that govern the right to use the websites, applications, integrations, and other offerings from Nifty (collectively, the “Nifty Platform”). When used in these Terms, “Nifty,” “we,” “us,” or “our” refers to Freeport Technologies, Inc DBA Nifty.

The Nifty Platform enables various users (“Members”) to offer, search for, negotiate, and book services. Members who offer services are “Providers” or “you” and Members who search for, book, or use services are “Neighbors.”

Providers offer installations, repairs, maintainence, and a variety of other services (collectively, “Provider Services”). Neighbors will be able to see information on providers both with whom they have an active service relationship through their dashboard (“Dashboard Profile”), and with whom they do not currently have an active service relationship through our (“Marketplace Profile”). Dashboard Profile and Marketplace Profile collectively, are a “Profile”.

As the provider of the Nifty Platform, Nifty (or its affiliates) does not own, control, offer or manage Provider Services. Nifty is not a party to the contracts entered into directly between Providers and Neighbors. Nifty is not acting as an agent in any capacity for any Member.

1. Providing Services through Nifty

1.1 Provider

As a Provider, Nifty offers you the right to use the Nifty Platform in accordance with these Terms to deliver an elevated communication and management experience to your customers, and to share your services and products with our community of Neighbors.

1.2 Independence of Providers

Your relationship with Nifty is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Nifty.

Nifty does not direct or control your service, and you understand that you have complete discretion whether and when to provide services, and at what price and on what terms to offer them.

2. Managing Your Provider Profile

2.1 Creating and Managing Your Profile

Nifty will work with you to set up and manage your Profile. You are responsible for working with Nifty in a timely manner to provide accurate information about your services including features and pricing—including complete information regarding any additional fees you intend to charge.

You are responsible for notifying Nifty when this information changes, such as if you raise prices, or change services or features.

2.2 Search Results

The ranking of Marketplace Profiles in search results on the Nifty Platform depends on a variety of factors which may be removed or modified periodically to deliver the best experience to our Neighbors.

2.3 Your Responsibilities

You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in communicating with neighbors or providing your services.

2.4 Working as a Team or Organization

If you work with a contractor or other Provider as part of a team, business, or other organization, you are responsible and liable as a Provider under these Terms for the acts and omissions of each entity and individual who participates in providing your Provider Services and you are responsible for informing personnel engaged by you to deliver any Provider Services of your obligations under these Terms. If you accept terms or enter into contracts with third parties, you represent and warrant that you are authorized to enter into contracts for and bind your team, business or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions.

2.5 Your Assumption of Risk

You acknowledge that providing services carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Nifty Platform, offering Provider Services, or any interaction you have with other Members whether in person or online.

3. Client Accounts

3.1 Client Account Ownership

You will retain ownership of all client accounts who join the Nifty Platform from your current book of business, or due to future marketing efforts by you not affiliated in any way with the Nifty Platform, insomuch as they pertain exclusively to the relationship between you and that client (“Your Accounts”). All new client relationships established through Nifty, whether through our marketplace or otherwise, including those established between other Providers and clients you originally brought to the platform, and between you and clients you did not bring to the platform, shall be considered to be owned by Nifty (“Nifty Accounts”). Upsell services shall not be considered a new relationship for purposes of this section, and as such, you will retain full ownership of Your Accounts even when new upsells are made to them through the Nifty Platform.

3.2 Example of New Relationships

If you have a previous business relationship with Customer ABC, and upon the commencement of your use of the Nifty Platform that customer begins using our platform, and after some months Customer ABC begins contracting with another of our Providers (“Service Provider XYZ”). For the purposes of these Terms, you will retain ownership of Customer ABC’s account as it pertains to their business relationship with you (e.g. for Termination, Billing), however Nifty will own the customer account as it pertains to Customer ABC’s business relationship with Service Provider XYZ, and you hold no right to royalties, commissions or otherwise in relation to that business relationship between Customer ABC and Service Provider XYZ.

3.3 Contracting with Neighbors

When you agree through communication withing the Nifty Platform to carry out services for, or accept payment from a Neighbor, you are entering into a contract directly with that Neighbor, and are responsible for delivering the contracted service under the terms and at the price agreed to between you and them.

By performing services for or accepting payments from Nifty Clients, you are also agreeing to pay applicable fees, such as commissions to Nifty as set out in Section 7, for each service. Nifty will invoice amounts you owe for commissions and other fees as set forth in this agreement. Nifty must be informed within a reasonable time-frame of any and all services you perform for Nifty Clients at any time, and it is your responsibility under these Terms to inform Nifty of the price and terms of those services by the method(s) agreed by you and Nifty during our onboarding process. Refusing to disclose in a timely manner, or attempting to conceal revenues received for Provider Services to Nifty Clients at any time constitutes a breach of these terms.

3.4 Neighbor Billing

Nifty does not handle billing for Provider Services. You are responsible for billing both Your Clients and Nifty Accounts. The specifics of your billing methods are outside the scope of this agreement, and you are free to continue billing as you previously have, or change your billing methods at any time. While you are under no obligation to do so, in the spirit of transparent communication, we request that you inform Nifty ahead of any changes you intend to make to billing methods for these clients so we have the opportunity to reflect those changes in your Profiles, give updates to clients as applicable, and maintain the accuracy of the information we display.

You understand that while you are under no obligation to provide Nifty with advance notice of changes you make to billing methods or practices, you do agree to provide Nifty with accurate information on what services you provide, and what charges you make to both Your Accounts and Nifty Accounts.

3.5 Client Cancellation

The Nifty Platform allows clients to request to cancel their services through our platform. You agree that unless otherwise restricted by your contract with that Neighbor, you will honor a Neighbor’s request to cancel their business relationship with you by means of our platform, including by automated messages sent by us, and will not require Neighbors to send messages, appear in person, make phone calls, or undertake any other action or conduct any other communication outside the Nifty platform to finalize their cancellation.

4. Reviews

We may at various points allow Neighbors and Providers the opportunity to review or rate each other on various aspects. Your Review must be accurate and may not contain any discriminatory, offensive, defamatory, or other language that violates these Terms, or applicable law. Reviews are not verified by Nifty for accuracy and may be incorrect or misleading.

5. Confidentiality

To carry out our business functions, including accurately representing your business and Provider Services within our marketplace, and developing our custom integration with your business, Nifty will require certain confidential or proprietary information about your business (e.g. pricing, features, standard operating proceedures, crm workflows) that should be reasonably understood as confidential or proprietary due to their nature and the circumstances of their disclosure (”Confidential Information”). Nifty will exercise reasonable care to not disclose Confidential Information to anyone except where deemed necessary to complete our mutually agreed upon work, such as building the system integration, or accuratly presenting your business to customers and prospects.

6. No-Solicitation

By virtue of our function as a communication portal, Nifty will necessarily interact with many, or all of Your Accounts. Nifty understands that Your Accounts represent a considerable investment by you, and will not directly encourage Your Accounts to cancel their service relationship with you. You understand that Your Accounts will be able to cancel services through the Portals on the Nifty Platform, and acknowleges that Nifty in no way promises that Your Accounts will not cancel services. Nifty Accounts, as defined in Section 3.1, are not at any time subject to the limitations in this section.

7. Commissions

7.1 Cooperation

As part of the Nifty Platform, Nifty may facilitate new business relationships between Neighbors and Providers. Nifty expects to be compensated a fair commission for facilitating these new relationships, as set forth herein. Except as otherwise provided by Nifty, commissions are non-refundable.

You agree to cooperate with Nifty and provide necessary information to us for calculating and invoicing commissions owed. You and Nifty will agree on how this data is to be collected and provided during onboarding.

7.2 Payment

Nifty will deliver regular itemized invoices detailing commissions owed. In most cases this will be within 30 days of the time Nifty receives all necessary information from Provider to calculate commissions for a given month.

Providers will pay Nifty commissions owed within 30 days of invoice delivery. Unless otherwise agreed in writing by Nifty and Provider, Provider will pay out commissions by check, deliverable to 782 S River Rd #331, St George, UT, 84790.

7.3 Commissions Amount

Unless otherwise agreed in writing by Nifty and Provider, both parties agree to the following commissions:

For new Nifty Accounts with You 7% of all revenues billed by you, paid on an ongoing basis.
For Upsells to Your Accounts no charge

When used in these Terms, “Upsells,” refers to any new sales made, new services contracted, or increases in revenue due to upgrades to existing service contracts with Your Accounts, when facilitated in any way through the Nifty Platform.

7.4 Upsells Commission Example

Customer ABC is currently contracted with Provider for quarterly pest control maintainence including the “standard treatments”. Customer ABC discovers that Provider’s services for Mice Removal, and Yard Tick + Chiggar Protection, and communicates with Provider through the Nifty Platform to request those addition treatments, leading to a total quarterly revenue increase from $129 quarterly to $179 quarterly. Nifty would in this case be entitled to a the above commission calculated on a $50 per service sales increase.

8. Rules

You must follow these rules and must not help or induce others to break or circumvent these rules.

  • Act with integrity and treat others with respect
    • Do not lie, misrepresent something or someone, or pretend to be someone else.
    • Be polite and respectful when you communicate or interact with others.
    • Do not attempt to evade enforcement of these Terms.
    • Do not discriminate against or harass others.
  • Do not scrape, hack, reverse engineer, compromise or impair the Nifty Platform
    • Do not use bots, crawlers, scrapers, or other automated means to access or collect data or other content from or otherwise interact with the Nifty Platform.
    • Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Nifty Platform or Content.
    • Do not decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Nifty Platform.
    • Do not take any action that could damage or adversely affect the performance or proper functioning of the Nifty Platform.
  • Only use the Nifty Platform as authorized by these Terms or another agreement with us
    • You may only use another Member’s personal information as necessary to facilitate a transaction using the Nifty Platform as authorized by these Terms.
    • Do not use the Nifty Platform, our messaging tools, or Members’ personal information to send commercial messages without their express consent.
    • Do not request, make, or accept a booking or any payment outside of the Nifty Platform to avoid paying fees, taxes or for any other reason.
    • Do not engage in any practices that are intended to manipulate our search algorithm.
    • Do not use, copy, display, mirror or frame the Nifty Platform, any Content, any Nifty branding, or any page layout or design without our consent.
  • Honor your legal obligations
    • Understand and follow the laws that apply to you, including privacy, data protection, and export laws.
    • If you provide us with someone else’s personal information, you: (i) must do so in compliance with applicable law, (ii) must be authorized to do so, and (iii) authorize us to process that information under our Privacy Policy.
    • Read and follow our Terms
    • Do not use the name, logo, branding, or trademarks of Nifty or others without permission.
    • Do not use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that is confusingly similar to any Nifty trademarks, logos or branding.

9. Termination

9.1 Term

The agreement between you and Nifty reflected by these Terms is effective when you sign this agreement or use the Nifty Platform, including by allowing your messages to be forwarded to Neighbors through our integratioin, and remains in effect until either you or we terminate the agreement in accordance with these Terms.

9.2 Termination

You have the right to terminate your relationship with Nifty, and your use of the Nifty Platform at any time, by sending us an email or other clear written communication.

Nifty may terminate this agreement and your account for any reason by providing you 30 days’ notice via email or using any other contact information you have provided for your account. Nifty may also terminate this agreement immediately and without notice and stop providing access to the Nifty Platform if you breach these Terms, you violate applicable laws, or we reasonably believe termination is necessary to protect Nifty, its Members, or third parties.

9.3 Provider Violations

If (i) you breach these Terms, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Nifty believes it is reasonably necessary to protect Nifty, its Members, or third parties; Nifty (or its affiliates) may, with or without prior notice:

  • suspend or limit your access to or use of the Nifty Platform and/or your account;
  • suspend, remove, disable access to, or restrict visibility of Profiles, Reviews, or other content;
  • cancel pending or confirmed service appointments with Nifty Accounts; or
  • suspend or revoke any special status associated with your account.

For minor violations or where otherwise appropriate as Nifty (or its affiliates) determines in its sole discretion, you will be given notice of any intended measure by Nifty and an opportunity to resolve the issue. You may appeal actions taken by us under this Section by contacting us directly.

9.4 Legal Mandates

Nifty may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 9.3

9.5 Effect of Termination

Upon termination, and within a reasonable time frame, Nifty will cease all interactions with your CRM or other systems. Nifty will also inform all of Your Clients that your partnership with us has ended, and that their business relationship with you will continue moving forward on your terms outside our platform. In the event of termination, Nifty will still act in accordance with the “No-Solicitation” section herein.

Provider undertands that Nifty Accounts are not subject to Section 6 of this agreement, and Nifty is free to solicit, advertise to, or encourage those accounts to take actions including but not limited to cancelling their ongoing services with Provider, and engaging with competitive services through our platform.

When this agreement has been terminated, you are not entitled to a restoration of your account.

9.6 Survival

Parts of these Terms that by their nature survive termination, will survive termination of this agreement, including Sections 1 through 17.

10. Modification

Nifty may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Nifty Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of any material changes by email, notifications through the Nifty Platform, messaging service, or some other contact method made available by us at least 30 days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Nifty Platform will constitute acceptance of the revised Terms.

11. Nifty’s Role

We offer you the right to use a platform that enables Providers to improve their client relationship through better communication, organization, and simplicity, and to establish business relationships with new Neighbors. While we work hard to ensure our Neighbors and Providers have great experiences using Nifty, we do not and cannot control the conduct of Neighbors and Providers. You acknowledge that Nifty (or its affiliates) has the right, but does not have any obligation, to moniter the use of the Nifty Platform and verify information provided by our Members.

Members acknowledge and agree that Nifty administers its Legal Terms, policies and standards, including decisions about whether and how to apply them to a particular situation, at its sole discretion. Members agree to cooperate with and assist Nifty (or its affiliates) in good faith, and to provide us with such information and take such actions as may be reasonably requested by us with respect to any investigation undertaken by us regarding the use or abuse of the Nifty Platform. Nifty is not acting as an agent for any Member.

12. Disclaimer of Warranties

The Nifty Platform and all content are provided “as is” without warranty of any kind and Nifty (or its affiliates) disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Neighbor, Provider, Provider Service, Profile or third party; (ii) we do not warrant the performance or non-interruption of the Nifty Platform; and (iii) we do not warrant that verification, identity or background checks conducted on Profiles or Members (if any) will identify past misconduct or prevent future misconduct. Any references to a Member or Profile being "verified" (or similar language) indicate only that the Member or Profile or Nifty (or its affiliates) has completed a relevant verification or identification process and nothing else. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties Nifty (or its affiliates) cannot disclaim, the duration of any such statutorily required rights or warranties, will be limited to the maximum extent permitted by law.

13. Limitations on Liability

Neither Nifty (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Nifty Platform will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the Nifty Platform, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Nifty Platform, or (iv) listing or booking of a service, including the provision or use of Provider Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Nifty has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.

In no event will Nifty’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Members, or your use of or inability to use the Nifty Platform, or any Provider Service, exceed the amount paid to Nifty by you for Commissions in the 12-month period prior to the event giving rise to the liability.

These limitations of liability and damages are fundamental elements of the agreement between you and Nifty. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.

14. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at Nifty’s option), indemnify, and hold Nifty (including affiliates, and their personnel) harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms (including any supplemental or additional terms that apply to a product or feature), (ii) your improper use of the Nifty Platform, (iii) your interaction with any Member, participation in a Provider Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use, (iv) your failure, or our failure at your direction, to accurately report, collect or remit taxes, or (v) your breach of any laws, regulations or third party rights such as intellectual property or privacy rights.

15. United States Governing Law and Venue

If you reside or have your place of establishment in the United States, these Terms will be interpreted in accordance with the laws of the State of Delaware, and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the arbitration agreement in Section 22 must be brought in state or federal court in Delaware, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Delaware.

16. Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

16.1 Agreement to Arbitrate

This Section “Dispute Resolution By Binding Arbitration” is referred to in this Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Nifty, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), Provider Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Nifty are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

16.2 Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND NIFTY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND NIFTY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

16.3 Pre-Arbitration Dispute Resolution

Nifty is always interested in resolving disputes amicably and efficiently, and most Member concerns can be resolved quickly and to the Member’s satisfaction by emailing customer support at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Nifty should be sent to 782 S River Rd #331, St George, UT 84790 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Nifty and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Nifty may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Nifty or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Nifty is entitled.

16.4 Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Nifty and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Nifty agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

16.5 Costs of Arbitration:

Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Nifty will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Nifty will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

16.6 Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

16.7 Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief”) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.

16.8 Future Changes

Notwithstanding any provision in this Terms of Service to the contrary, Nifty agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Nifty written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

17. Miscellaneous

17.1 Interpreting these Terms

Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between Nifty and you pertaining to your access to or use of the Nifty Platform, and your ongoing relationship with Nifty and its affilliates, and supersede any and all prior oral or written understandings or agreements between Nifty and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Nifty. If any provision of these Terms is held to be invalid or unenforceable, except as otherwise indicated in 16.7 above, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”

17.2 No Waiver

Nifty’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

17.3 Assignment

You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without Nifty’s prior written consent. Nifty may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.

17.4 Notice

Unless specified otherwise, any notices or other communications to Members permitted or required under this agreement, will be provided electronically and given by Nifty via email, Nifty Platform notification, messaging service (including SMS), or some other contact method we enable and you provide.

17.5 Third-Party Services

The Nifty Platform may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Nifty is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.

17.6 Force Majeure

Nifty shall not be liable for any delay or failure to perform resulting from abnormal or unforeseeable circumstances outside its reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

17.7 Emails and SMS

You will receive administrative communications from us using the email address or other contact information you provide to Nifty during onboarding. Enrollment in additional email subscription programs will not affect the frequency of these administrative emails, though you should expect to receive additional emails specific to the program(s) to which you have subscribed. You may also receive promotional emails from us. No fee is charged for these promotional emails, but third-party data rates could apply.

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