A. WELCOME AND INTRODUCTION
- Welcome to Nooklyn.com. This document, consisting of the lettered paragraphs and various numbered sub-paragraphs below, is your agreement with us. Please read it carefully before using Nooklyn.com or our mobile applications (herein, Nooklyn.com and all Nooklyn.com mobile applications are referred to as “Online Services”).
B. BINDING CONTRACT; EMPHASIS OF IMPORTANT PROVISIONS CONTAINED WITHIN
- BINDING CONTRACT. BY VISITING NOOKLYN OR USING ANY NOOKLYN MOBILE APPLICATION, YOU ARE FORMING AN AGREEMENT WITH US. THAT AGREEMENT IS WHAT YOU ARE READING RIGHT NOW. YOU AGREE THAT YOU HAVE READ THIS AGREEMENT FULLY AND AGREE TO BE BOUND BY ALL THE TERMS CONTAINED HEREIN. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE OUR SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR ASSOCIATION OR GROUP, YOU MUST HAVE ACTUAL AUTHORITY TO BIND THE ENTITY TO THESE TERMS AND CONDITIONS (IN WHICH CASE "YOU" OR "YOUR" WILL REFER TO THAT ENTITY); IF YOU REPRESENT AN ORGANIZATION BUT DO NOT HAVE AUTHORITY TO BIND THAT ORGANIZATION TO THIS AGREEMENT, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
- We reserve the right, in our sole discretion, to modify these Terms in the future, or change, suspend, limit, restrict, or discontinue the Online Services (including the availability of any feature, database, or content) at any time, without liability. If we make changes, we will send account holders an email alert and also post a notice on our website for visitors prior to the date when a change becomes effective. On the effective date of the modified Terms, your continued use of our Online Services shall constitute your agreement to the modified Terms, which new terms are hereby incorporated into these Terms by this sentence. We may also, in our sole and unfettered discretion, refuse to offer the Online Services to any person or entity for any lawful reason, and change user eligibility criteria in the future.
- THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE (SEE SECTION “P”) AND CLASS ACTION WAIVER (SEE SECTION “Q”): IN THIS AGREEMENT YOU ARE AGREEING THAT ANY DISPUTE YOU HAVE WITH US WILL BE RESOLVED BY BINDING ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN A GROUP OR CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. Read more below.
- THIS AGREEMENT CONTAINS INDEMNIFICATIONS, LIMITATIONS OF OUR LIABILITY, RELEASES, AND SEVERAL DISCLAIMERS WHICH EFFECT YOUR RIGHTS. SEE SECTIONS I, L, M, AND N.
ABOUT OUR SERVICES
- Nooklyn provides an online apartment rental and commercial space discovery service. If you are a renter in need of a roommate, we provide a roommate matching service called Rooms & Mates, and we provide a very useful lifestyle app Nooklyn: Neighborhood Guide with human-curated information designed to help new residents join and enjoy their new neighborhood.
- You can use Online Services as a visitor, or you can register and open a Nooklyn account.
- If you’re a building owner, Nooklyn does all of the above, and more. Building owners make an owner agreement with us. A building owner can also use our Online Services, but these Terms are separate and independent from our owner agreements.
- Our Online Services originate from our office in Brooklyn, New York and through servers based in different parts of the United States of America. We make no representations that the Online Services are appropriate or available for use in other locations. Those who access or use our Online Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
- You must be a human-being and not a mechanical or technological device, or software. Using or facilitating the use of software, mechanical or robotic devices to engage with or manipulate our website or mobile applications, or users, in a way other than intended is prohibited.
E. WHAT YOU ARE GETTING FROM THIS AGREEMENT
- This authorization to use our Online Services is only for you, in the manner intended, and not for the use or benefit of any third party.
- If you violate any of terms of our Agreement, we may terminate your license to use our Online Services, and discontinue services of any kind to you.
- You have no obligation to use our services; rental seekers who set up an account may deactivate their account at any time by contacting firstname.lastname@example.org.
F. YOUR OBLIGATIONS AND RESPONSIBILITIES IN USING NOOKYN.COM, OUR SERVICES, OR OUR MOBILE APPLICATIONS
- You are solely responsible for ensuring that your use of our Online Services complies with all applicable laws, rules and regulations; you acknowledge it is your responsibility to discover and understand what laws, rules and regulations may apply. Please pay particular attention to the Federal Fair Housing Law (https://nooklyn.com/fair-housing).
- You are solely responsible for all of your activity in connection with our Online Services and all User Content you share or post. If you set up an account, you are responsible for keeping your account password secure. You may not share the login information for your Account. You may not use another person's user account or registration information for the Online Services without their permission. You must immediately report any breach of security or unauthorized use of your Account to email@example.com/
- You agree to exercise independent judgment and common sense in your assessment of and dealings with people and places discovered through our Online Services. You agree to conduct all necessary, appropriate, and prudent inquiry, investigation, research, and diligence, and take appropriate precautions when interacting with others or publicly posting User Content (as defined below). You should consult with independent legal counsel prior to entering into any contract with a third party. Any listing information obtained from third parties is provided solely as a function of our Online Services, and we have not reviewed or verified any information originating from any third party.
- We are providing, and you are using, technology to find or offer housing or housemates or neighborhood activities. You understand and agree that we are not a party to any agreement you enter with any person or entity you find through your use of our Services, and you acknowledge that you are solely responsible for any transaction flowing from your use of our Services, your relations and communications of any kinds with others, whether on our website or mobile applications, or in person, or otherwise. We cannot and do not play any role in your decision process, and we cannot monitor the entire website and we do not attempt to do so.
- You acknowledge that we have no duty to take any action regarding (1) how you may interpret or use our Online Services; (2) who uses or gains access to the Online Services; or (3) what content you access via the Online Services. You acknowledge that Nooklyn has no special or fiduciary duty to you. We do not know what price is appropriate for a rental unit. We do not guarantee the condition of any property, or the performance, adequacy or completeness of any inspection, service, product or repair. We do not have any obligation to conduct any physical or premises inspection, whatsoever. We have no responsibility to identify a defect with any property, or inspect public records, permits, titles or use of any property. We are not responsible for verifying square footage, representations of others, or information contained in any property report, listing, or promotional material. We are not responsible for providing legal or tax advice regarding any transactions.
- For our websites, our map and location Services are provided by Google, Inc. and by Apple, Inc. for the iOS Applications, the owners of the aforementioned software and services reserve 100% of their own rights, and such Content is owned by those parties and protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any third-party Content accessed through the Services.
G. YOUR RESTRICTIONS WHEN USING OUR ONLINE SERVICES
When using our Online Services, you shall not:
- Infringe the patents, trademarks and trade dress, copyrights, and trade secrets, or any other intellectual property rights of Nooklyn or third parties; or
- Use the Service to defame a third party; or
- State a discriminatory preference in a housing post; or
- Violate any civil or criminal law or contractual obligation (see our DMCA Copyright Policy); or
- Make a fraudulent representation(s) (for example, ask for money under false pretenses), or print or say something deceptive, false, misleading, untruthful or inaccurate; or
- Make any statement or representation that is unlawful, threatening, hateful, abusive, or harassing, or, express bigotry, racism, or hatred against an individual or group; or
- Impersonate, bully, stalk, harass, or intimidate any person or entity, or falsify or misrepresent yourself or your personal information; or
- Publish any third party’s private information, such as (but not limited to) confidential photos or sensitive financial information; or
- Upload or publicly display content that is obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity and/or sexual activity and/or graphic violence and/or criminal activity, or which violates the privacy of a third party; or
- Distribute ‘spam’ (unsolicited advertising, junk or bulk e-mail); or
- Advertise or promote social causes of any kind, or attempt to sell any product or service that is not real estate (except where expressly permitted on our Lifestyle App); or
- Recruit, solicit or encourage any other user to use the products or services of our competitors; or
- Upload malware or content that contains software viruses or computer codes, files, or programs designed or intended to disrupt, damage, or interfere with the proper function of any technology, or damage, hack or obtain unauthorized access to any database, system, or information of ours or of any third party; or
- Modify the details of any user’s listing without authorization, or interfere with another user's account or User Content; or
- Use us or our Online Services to find an apartment, home, or business space, or a landlord, or a buyer or seller or renter -- and then avoid the obligation to pay (or cause to be paid) any fee that would ordinarily be due us for our Services; or
- Do anything that unreasonably burdens our computer servers or infrastructure; or
- Bypass or circumvent any restrictions on access to or availability of our Online Services or other security measure we use to protect accounts or data (or computer systems or networks), or, except where expressly permitted, harvest or scrape data or content from our Online Services; or
- Run any type of auto-responder on our Online Services, or use manual or automated software, device, or process to "crawl" or "spider" any page(s) on our Online Services; or
- Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Online Services, except to the limited extent applicable laws specifically prohibit such restriction; or
- Copy, modify, transform, or translate any part or component of our Online Services; or
- Transfer or attempt to transfer any of the rights that you receive hereunder (such attempted transfer is VOID and of no legal force or effect); and
- Do anything illegal in connection with our Online Services, or violate or help others violate these Terms.
H. GRANT OF NON-EXCLUSIVE LICENSE TO USE USER CONTENT
- Your information, data, text, files, documents, photos and videos (and underlying likeness and voice rights), digital items, and user contributions of any and all kinds uploaded to the Online Services (“User Content”) REMAIN YOUR PROPERTY AT ALL TIMES, but when you upload copies of your User Content to our Online Services, you grant us a free, non-exclusive, worldwide, and royalty-free intellectual property license to use your User Content and associated copyrights and trademarks, to make copies of, retain, transmit, reformat, display, and distribute them via any electronic means on our Online Services, and permit us to edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and exploit your User Content in connection with our Online Services (herein, the “User Content License”. The User Content License duration is perpetual and is sublicensable and transferable by us to our (and our successors' and assigns') businesses, including without limitation for promoting and redistributing part or all of our Online Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after you de-activate your Account or discontinue use our Services. You acknowledge that if we cancel your account, you will lose access to User Content.
YOU REPRESENT AND WARRANT THAT YOU HAVE ALL RIGHTS AND PERMISSIONS NECESSARY FOR USER CONTENT THAT IS UPLOADED, STORED OR SHARED ON OR THROUGH THE ONLINE SERVICES, INCLUDING WITHOUT LIMITATION, ANY PRIVACY RIGHTS, PUBLICITY RIGHTS, COPYRIGHTS, TRADEMARKS, CONTRACT RIGHTS, OR ANY OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, AND THAT THE COLLECTION, USE, AND RETENTION OF USER CONTENT WILL NOT VIOLATE ANY LAW OR RIGHTS OF OTHERS. Nooklyn cannot review all User Content to confirm intellectual property rights clearance, and cannot be held responsible for User Content or the material others upload, store or share using our Online Services. Please see our DMCA notice.
- You hereby grant each and every other user of the Online Services a non-exclusive, perpetual license to access your User Content through the Online Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your deactivation of your Account or your or our discontinuation of the Online Services.
- When you share User Content on our Online Services, you understand that other people and entities may be able to save, copy, reproduce, transmit, and re-display your User Content without our control, and without compensating you. If you do not want others to have that ability, do not use our Online Services. If you publish User Content in areas of the Online Services where it is available broadly online without restrictions, User Content may appear in demonstrations or materials that promote the Online Services. Our Nooklyn: Neighborhood Guide app (which is one of our Online Services) may be supported by advertising revenue, and you hereby agree that we may display advertising, promotions, sponsored listings, and the like, on the Nooklyn: Neighborhood Guide, and on, around, and in connection with User Content.
- You may not use, reproduce, modify, distribute, store, or exploit (whether by sale, license, rental, or other transfer) any Online Service user’s User Content for any purpose.
I. OUTSIDE REAL ESTATE BROKERS OR REAL ESTATE AGENTS OR THOSE ACTING UNDER COLOR OF SUCH AUTHORITY RESTRICTIONS
- IF YOU ARE A REAL ESTATE BROKER OR REAL ESTATE AGENT, YOU MAY NOT USE OUR ONLINE SERVICES WITHOUT NOTIFYING US IN ADVANCE. You may not make commercial use of our Online Services in any way, including without limitation advertising our property listings or contacting our customers or the owners or sellers of any properties listed on the site. You may ask to enter into a co-brokerage agreement with you, and we reserve the unfettered right to decline such invitation in our sole discretion.
- Multiple Listing Service (“MLS”). By using the Online Services you acknowledge and agree that: (i) you are entering into a lawful consumer-broker relationship with us; (ii) you have a bona fide interest in the purchase, sale or lease of real estate of the type being offered through our Online Services; (iii) you will only use the information from the Online Services for your personal, non-commercial use, except in connection with your consideration of the purchase and sale of an individual property; and (iv) you will not copy, repurpose, redistribute, or retransmit any of the information or data provided through our Online Services for any reason or purpose other than as intended by these Terms. You acknowledge Nooklyn’s ownership of, and the validity of Nooklyn’s copyright in any and all database compilations, however arranged, found on our Online Services.
- WE DO NOT KNOW WHETHER OUR ONLINE SERVICES WILL MEET YOUR NEEDS. WE PROVIDE OUR ONLINE SERVICES AND WEBSITE "AS IS" AND "AS AVAILABLE" WITHOUT ANY GUARANTIES OR WARRANTIES, EXPRESS OR IMPLIED, MADE OR OFFERED TO YOU. Warranties disclaimed include: the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade. OUR ONLINE SERVICES MAY NOT BE SECURE OR PRIVATE, AND MAY NOT BE AVAILABLE AT ALL TIMES AND PLACES. SOME DEFECTS AND ERRORS MAY EXIST. WE DO NOT WARRNT THAT CONTENT YOU FIND, OR SOFTWARE WE OFFER, IS SAFE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- YOUR USE OF THE ONLINE SERVICES IS VOLUNTARY AND AT YOUR OWN RISK. All listing information is subject to errors, inaccuracies, omissions, changes in price, prior sale or rental, or withdrawal, without notice. No representation, warranty, contract, or guaranty is made as to the accuracy of any listing description. All spatial measurements are approximate and must be independently verified by you. We do not guarantee that any User Content will be made available on or through the Online Services.
- You acknowledge that you will be solely responsible for any damage or loss of any kind to you or any other party resulting directly or indirectly from your use of our Online Services. We assume no responsibility or liability whatsoever, and make no warranties or guarantees of any kind or for any purpose, regarding the accuracy, safety, copyright or trademark compliance, or legality of any information or content accessed on or through our Online Services, or for any actions you may take as a result of having been exposed to the Services. You should consult with independent legal counsel prior to entering into any contract or agreement with a third party.
- We are not responsible for web links leading from our Online Services to any area online or offline; such third-party websites or services are used or explored at your own risk. You release us from any and all responsibility or liability (direct or indirect, of any kind whatsoever), in connection with any and all experiences, results, and outcomes, with such third-party websites or resources. The existence of any third-party URL or web link found through us or on our Online Services does not constitute our endorsement or relationship as between us and the third-party operator(s). You must use your own independent judgment in evaluating all such third-party services.
- WE DISCLAIM RESPONSIBILITY FOR ANY LISTING, PROPERTY, OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OUR ONLINE SERVICES, OR THAT OF ANY WEBSITE LINKED THERETO, AND WE WILL NOT BE A PARTY TO ANY TRANSACTION BETWEEN YOU AND A THIRD-PARTY OR BE RESPONSIBLE FOR OVERSEEING, IN ANY WAY, ANY TRANSACTION YOU ENTER FOR ANY REASON WHATSOEVER.
- We may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of our Online Services, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Nooklyn’s rights or property, or the rights or property of visitors to or users of our Online Services, including our customers. We reserve the right at all times to disclose any information that we deem necessary to comply with any applicable law, regulation, legal process or governmental request. We also may disclose your information when we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
- We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
N. LIMITATION OF LIABILITY
- Our liability is limited as stated throughout these Terms, and in addition, for clarity, you acknowledge and confirm that we shall not be liable for (a) user submissions, (b) the defamatory, offensive, or illegal conduct of any third party, or (c) the condition, legality or suitability of any property; and that the risk of harm or damage from any of the foregoing rests solely and entirely with you.
- IN NO EVENT SHALL WE, NOR OUR MEMBERS, EMPLOYEES, AGENTS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, ACCOMMODATIONS, RIGHTS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (B) FOR ANY BUGS, MALWARE, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (C) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $50.
- You shall and hereby do release us from all liability for you having acquired or not acquired housing through the Services, except where such release is prohibited or limited by New York law or public policy.
- You hereby release us and our Members, employees, agents, subsidiaries, affiliates, successors, predecessors, assigns, heirs, service providers, insurers, investors, attorneys, advisors, and suppliers, from all claims, demands and damages of every kind and nature, known and unknown, direct and indirect, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to content accessed through the Online Services or our services, or any interactions with others arising out of or related thereto, and you expressly waive the provisions of any local law, which provides in substance: "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," and all similar code provisions in any jurisdiction.
Q. WAIVER OF CLASS ACTION PARTICIPTION
- Force Majeure. For any remaining obligation not already disclaimed above, we shall not be liable for any failure to perform any such obligation where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, or third party acts or omission
- No ambiguity of any term or provision in this Agreement shall be construed adversely to Nooklyn as drafter of this Agreement.