Nooks Terms of Service

Effective Date: 10/14/2024

Welcome, and thank you for your interest in Nooks Communications, Inc. (“Nooks,” “we,” or “us”) and our website at https://nooks.in, along with our related websites, networks, applications, mobile applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Nooks regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING NOOKS’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND NOOKS’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY NOOKS AND BY YOU, TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND NOOKS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 17.)

1. Nooks Service Overview. Nooks is an AI sales platform to help sales representatives increase productivity and build pipeline.
2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that:
   
   a) You are at least 18 years old;
   b) You have not previously been suspended or removed from the Service; and
   c) Your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms, and you agree to be bound by these Terms.
3. Accounts and Registration. To access the Service, you must be part of an account with an active commercial agreement. . You may be required to provide us with some information about yourself when creating an account, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account.
   
   If you believe that your account is no longer secure, then you must immediately notify us at support@nooks.in.
4. General Payment Terms. The Service requires you to pay fees. All fees are in U.S. Dollars and are non-refundable. 
   
   4.1. Price. You will pay Nooks the applicable fees described in the Order Form for the Services and in accordance with the terms therein.  If your use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), you shall be billed for such usage and you agree to pay the additional fees in the manner provided herein.  Nooks reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the initial service term or then current renewal term, upon thirty (30) days prior notice to you (which may be sent by email). If you believe that Nooks has billed you incorrectly, you must contact Nooks no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Nooks customer support department.  Nooks, at its sole discretion, may make promotional offers with different features and different pricing to any of Nooks’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
   
   ‍4.2 Authorization. You authorize Nooks to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Nooks, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Nooks may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
   
   ‍4.3 Delinquent Accounts. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
5. Licenses.
   
   5.1. Limited License. Subject to your complete and ongoing compliance with these Terms, Nooks grants you, solely for commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
   
   5.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
   
   5.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Nooks an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
6. Ownership; Proprietary Rights. The Service is owned and operated by Nooks. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Nooks are protected by intellectual property and other laws. All Materials included in the Service are the property of Nooks or its third party licensors. Except as expressly authorized by Nooks, you may not make use of the Materials. Nooks reserves all rights to the Materials not granted expressly in these Terms.
7. Third Party Terms
   
   7.1 Third Party Services and Linked Websites. Nooks may provide tools through the Service that enable you to export information, including User Content, to third party services, including through features that allow you to link your account on Nooks with an account on the third party service. By using one of these tools, you agree that Nooks may transfer that information to the applicable third party service. Third party services are not under Nooks’s control, and, to the fullest extent permitted by law, Nooks is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Nooks’s control, and Nooks is not responsible for their content.
   
   7.2 Third Party Software. The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party 3 Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.
8. User Content
   
   8.1. User Content Generally. Certain features of the Service may permit users to upload or share content to the Service, including photos, video, images, folders, data, text, and other types of works (“User Content”) and to publish User Content on the Service or to a Space. You retain all copyright and other proprietary rights that you may hold in the User Content that you post to the Service.
   
   8.2 Limited License Grant to Nooks. By providing User Content to or via the Service, you grant Nooks a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed for the purpose of providing the Service.
   
   8.3 Limited License Grant to Other Users. By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
   
   8.4 User Content Representations and Warranties. Nooks disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Contentvia the Service. By providing User Content via the Service, you affirm,represent, and warrant that:
   
   a) You are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Nooks and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Nooks, the Service, and these Terms;
   
   b) Your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Nooks to violate any law or regulation; and
   
   c) Your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
   
   
   8.5. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Nooks may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable.You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Nooks with respect to User Content. If Notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Nooks does not permit copyright-infringing activities on the Service.
   
   8.6 Monitoring Content. Nooks does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Nooks reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Nooks chooses to monitor the content, Nooks still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.
9. Communications
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   9.1. Text Messaging. Nooks and those acting on our behalf may send you text(SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. You may opt out of receiving marketing text messages at any time by sending an email to support@nooks.in indicating that you no longer wish to receive marketing texts along with the phone number of the mobile device receiving the texts. You may continue to receive text messages for a short period while we process your request, and you may also receive text messages confirming the receipt of your opt-out request. Operational text messages are essential to the Service. If you do not wish to receive operational text messages from us, do not use the Service. Text messages may be sent using an automatic telephone dialing system. Your agreement to receive marketing text messages is not a condition of any purchase or use of the Service. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier.
   
   9.2 Email. We may send you emails concerning the Service. You may opt out of emails by following the unsubscribe instructions in the email itself.
10. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:
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    A) Use the Service for any illegal purpose or in violation of any local, state, national, or international law;
    
    B) Harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;
    
    C) Violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
    
    D) Interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
    
    E) Interfere with the operation of the Service or any user’s enjoyment of the Service, including by:
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    a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code;
    b) making any unsolicited offer or advertisement to another user of the Service;
    c) collecting personal information about another user or third party without consent; or
    d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
    
    F) Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
    
    G) Sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or
    
    H) Attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.
    
11. Digital Millennium Copyright Act
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    11.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:
    
    Nooks Communications, Inc.
    ATTN: Legal Department (Copyright Notification)
    101 Montgomery Street, Suite 350
    San Francisco, CA 94104
    Email: legal@nooks.in
    
    Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
    
    A) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
    B) A description of the copyrighted work or other intellectual property that you claim has been infringed;
    C) A description of the material that you claim is infringing and where it is located on the Service;
    D) Your address, telephone number, and email address;
    E) Statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
    F) Statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
    
    11.2. Repeat Infringers. Nooks will promptly terminate the accounts of users that are determined by Nooks to be repeat infringers
    
12. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 12, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
    
13. Term, Termination and Modification of the Service
    
    13.1 Term. These Terms are effective upon an executed commercial agreement, are enforceable during any active commercial agreement and end when terminated as described in Section 13.2. These terms are also effective during the duration of any trial period that may be offered to you.
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    13.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Nooks may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at support@nooks.in, but will be bound by obligations set forth in Section 13.3.
    
    13.3 Effect of Termination. Upon termination of these Terms:
    A) Your license rights will terminate and you must immediately cease all use of the Service; 
    B) You will no longer be authorized to access your account or the Service;
    C) You must pay Nooks any unpaid amount that was due prior to termination;
    D) You must pay Nooks any fees associated with the remainder of your current term commitment and;
    E) and Sections 5.3, 6, 13.3, 15, 16, 17, and 18 will survive.
    
    13.4 Modification of the Service. Nooks reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Nooks will have no liability for any change to the Service or a suspension or termination of your access to or use of the Service.
    
14. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Nooks and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Nooks Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
    
15. Disclaimers; No Warranties
    
    THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NOOKS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. NOOKS DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND NOOKS DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR NOOKS ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE NOOKS ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Nooks does not disclaim any warranty or other right that Nooks is prohibited from disclaiming under applicable law.
    
16. Limitation of Liability
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    TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE NOOKS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY NOOKS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. EXCEPT AS PROVIDED IN SECTION 17.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE NOOKS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO NOOKS FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; OR (B) $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
    
17. Dispute Resolution and Arbitration
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    17.1. Generally. In the interest of resolving disputes between you and Nooks in the most expedient and cost effective manner, and except as described in Section 17.2 and 17.3, you and Nooks agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts.Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND NOOKS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
    
    17.2 Exceptions. Despite the provisions of Section 17.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
    
    17.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to these Terms by sending a letter to Nooks Communications, Inc., Attention: Legal Department – Arbitration Opt-Out, 101 Montgomery Street Suite 350, San Francisco, CA 94104  that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Nooks receives your Opt-Out Notice, this Section 17 will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
    
    17.4 Arbitrator. Any arbitration between you and Nooks will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Nooks. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
    
    17.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Nooks’s address for Notice is: Nooks Communications, Inc., 10999 Maria Rosa Way, Cupertino, CA 95014. The Notice of Arbitration must:(a) describe the nature and basis of the claim or dispute; and(b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Nooks may commence an arbitration proceeding.
    
    All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Nooks must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Nooks in settlement of the dispute prior to the award, Nooks will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
    
    17.6 Fees. Any arbitration hearing will take place at a location to be agreed upon in the City and County of San Francisco, California.
    
    A) Solely on the basis of documents submitted to the arbitrator;
    B) Through a non-appearance based telephone hearing; or
    C) By an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11 (b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburseNooks for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules.
    
    Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
    
    17.7 No Class Actions. YOU AND NOOKS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Nooks agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
    
    17.8 Modifications to this Arbitration Provision. If Nooks makes any future change to this arbitration provision, other than a change to Nooks's Address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Nooks’s address for Notice Of Arbitration, in which case your account with Nooks will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
    
    17.9 Enforceability. If Section 17.7 or the entirety of this Section 17 is found to be unenforceable, or if Nooks receives an Opt-Out Notice from you, then the entirety of this Section 17 will be null and void and, in that case, exclusive jurisdiction and venue described in Section 18.2 will govern any action arising out of or related to these Terms.
    
18. Miscellaneous
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    18.1 General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Nooks regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
    
    18.2 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Nooks submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the City and County of San Francisco , California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in San Francisco, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
    
    18.3 Privacy Policy. Please read the Nooks Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Nooks Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
    
    18.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
    
    18.5 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
    
    18.6 Contact Information. The Service is offered by Nooks Communications, Inc., located at 101 Montgomery Street Suite 350, San Francisco, CA 94104. You may contact us by sending correspondence to that address or by emailing us at support@nooks.in.
    
    18.7 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
    
    18.8 No Support. Nooks provides technical support if you are under an active commercial contract. Our Technical Support team will help troubleshoot issues you may encounter.
    
    A) Email and Slack support. We provide support via email and Slack between 6am - 5pm PST on Monday to Friday. We attempt to respond to email and Slack questions within one business day, although in practice our responses are generally faster. We do not promise or guarantee any specific response time. We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of Nooks representatives.Support B) Limitations. Issues resulting from integrations and APIs between Nooks and your own tools may be outside the scope of support. We will provide limited support for issues specific to your tooling configurations.
    
    18.9 International Use.  Nooks is intended for users in select countries only. To understand which countries the use of Nooks is permitted in, contact us at legal@nooks.in.