August 31, 2020
Nylie Terms of Service
These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and Nylie, LLC., its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “Nylie,” “we,” “us” or “our”) governing your use of the Nylie application, website, and technology platform (collectively, the “Nylie Platform”) and your provision or use of services to Nylie.
By entering into this Agreement, and/or by using or accessing the Nylie Platform you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE NYLIE PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE NYLIE PLATFORM. If you use the Nylie Platform in another country, you agree to be subject to Nylie's terms of service for that country.
The Nylie Platform
The Nylie Platform provides a marketplace where persons who seek tours of college and/or university campuses (“Tourists”) can be matched with current undergraduate students (“Prospective Students”) for such tours, generally delivered via mobile device. As a “User” (defined as any Tourist or Prospective Student transacting on the site, or visitor to the site), you authorize Nylie to match you with a Tourist or Prospective Student - or choose one on your own, based on factors such as your interests, schedule, etc. Any decision by a User to offer or accept Nylie Services is a decision made in such User’s sole discretion. Each Service provided by a Prospective Student to a Tourist shall constitute a separate agreement between such persons.
Modification to the Agreement
Nylie reserves the right to modify the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Nylie reserves the right to modify any information on pages referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Nylie Platform or Nylie Services after any such changes shall constitute your consent to such changes.
The Nylie Platform may only be used by individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein. The Nylie Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account. To use the Nylie Platform, each User shall create a User account. Each person may only create one User account, and Nylie reserves the right to deactivate any additional or duplicate accounts.
By becoming a User, you represent and warrant that you are at least 18 years old, and if not, have affirmed your parent or guardian’s permission to use the platform. That parent or guardian does hereby give permission and consent to the Agreement on the minor’s behalf, and shall assume any and all responsibility and liability for the minor's use of the Nylie Platform as provided by the terms of this. That parent or guardian will be responsible for any breach of the above representations, warranties and/or this Agreement, and/or any attempt of the minor to disaffirm this Agreement.
- Service Fee. Tourists may be charged a “Service Fee” for each Tour as set forth on the applicable Nylie page.
- Cancellation Fee. After a tour is set up, Tourist or Prospective Student may cancel it via the site, but note that a cancellation fee may apply. Either Tourist or Prospective Student may also be charged if they fail to show up after scheduling a tour.
- Tips are not allowed.
- Facilitation of Charges. All Charges are facilitated through a third-party payment processor (e.g., First Data, Stripe, Inc., or Braintree, a division of PayPal, Inc.). Nylie may replace its third-party payment processor without notice to you. Charges shall only be made through the Nylie Platform. Cash payments are strictly prohibited. Your payment of Charges to Nylie satisfies your payment obligation for your use of the Nylie Platform and Services. Nylie may group multiple charges into a single aggregate transaction on your payment method based on the date(s) they were incurred. If you don't recognize a transaction, then check your receipts and payment history.
- No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Nylie Platform, any disruption to the Nylie Platform or Services, or any other reason whatsoever.
- Coupons. You may receive coupons that you can apply toward payment of certain Charges upon reserving a tour. Coupons are only valid for use on the Nylie Platform, and are not transferable or redeemable for cash except as required by law. Coupons cannot be combined, and if the cost of your tour exceeds the applicable credit or discount value we will charge your payment method on file for the outstanding cost of the tour.
- Credit Card Authorization. Upon addition of a new payment method for each tour request, Nylie may seek authorization of your selected payment method to verify the payment method, ensure the tour cost will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.
By entering into this Agreement or using the Nylie Platform, you agree to receive communications from us, including via e-mail and text message. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE NYLIE PLATFORM OR RELATED SERVICES.
Promotions, Referrals, and Loyalty Programs
Nylie, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any Users or prospective Users. These promotions and programs, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Nylie. Nylie reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that Nylie determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement. Nylie reserves the right to terminate, discontinue or cancel any promotions or programs at any time and in its sole discretion without notice to you.
Currently, Nylie's referral program ("Referral Program") provides you with incentives to refer your friends and family to become new Prospective Students on the Nylie Platform. Your participation in the Referral Program is subject to this Agreement and any additional rules, which may reasonably change from time to time and Nylie’s sole discretion.
With respect to your use of the Nylie Platform and your participation in the Nylie Services, you agree that you will not:
- impersonate any person or entity;
- stalk, threaten, or otherwise harass any person;
- violate any law, statute, rule, permit, ordinance or regulation; interfere with or disrupt the Nylie Platform or the servers or networks connected to the Nylie Platform;
- post Information or interact on the Nylie Platform or Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
- use the Nylie Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the Nylie Platform or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Nylie Platform; “frame” or “mirror” any part of the Nylie Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose;
- modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Nylie Platform;
- rent, lease, lend, sell, redistribute, license or sublicense the Nylie Platform or access to any portion of the Nylie Platform;
- use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Nylie Platform or its contents;
- link directly or indirectly to any other websites;
- transfer or sell your User account, password and/or identification, or any other User's Information to any other party;
- discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation; violate any of the Referral Program rules if you participate in the Referral Program; or
- cause any third party to engage in the restricted activities above.
All intellectual property rights in the Nylie Platform shall be owned by Nylie absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Nylie Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Nylie. Nylie shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Nylie and other Nylie logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Nylie in the United States and/or other countries (collectively, the “Nylie Marks”). The Nylie logo (or any Nylie Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a Nylie Mark in a domain name or Nylie referral code, or use of a Nylie Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as a Prospective Student on the Nylie Platform, but may not misidentify yourself as Nylie, an employee of Nylie, or a representative of Nylie.
You acknowledge that Nylie is the owner and licensor of the Nylie Marks, including all goodwill associated therewith, and that your use of the Nylie logo (or any Nylie Marks) will confer no interest in or ownership of the Nylie Marks in you but rather inures to the benefit of Nylie. You agree to use the Nylie logo strictly in accordance with Nylie’s Trademark Usage Prospective Studentlines, as may be provided to you and revised from time to time, and to immediately cease any use that Nylie determines to nonconforming or otherwise unacceptable.
You agree that you will not: (1) create any materials that use the Nylie Marks or any derivatives of the Nylie Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Nylie in writing; (2) use the Nylie Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Nylie Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Nylie’s rights as owner of the Nylie Marks or the legality and/or enforceability of the Nylie Marks, including, challenging or opposing Nylie’s ownership in the Nylie Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Nylie Marks, any derivative of the Nylie Marks, any combination of the Nylie Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Nylie Marks; (5) use the Nylie Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
You acknowledge that your tours may be recorded for quality assurance, but will not be shared publicly without your consent, or privately unless required by law.
Additional Terms – for Prospective Students
The information that you provided to Nylie about yourself on the Company’s application form and in all communication, formal and informal, with Nylie is true, correct and complete and is incorporated herein by reference. You represent and warrant that you are a currently enrolled student at the school you claim to attend, and you will cease representing yourself as such and no longer give Nylie campus tours should your currently enrolled status end for any reason, including but not limited to graduation, expulsion, withdrawal, “gap year”, transfer, or study abroad.
You agree to (i) make every effort to represent your school in a positive and honest light, (ii) comport yourself in a manner consistent with Nylie’s values and these Term of Service in all communication with students you are guiding (collectively, “Tourists”), respecting personal boundaries, privacy and people of all races, creeds, cultures, sexual orientation and gender identities, and (iii) not use profanity on your tours, nor expose body parts (yours or others’) that could reasonably be considered indecent or offensive.
You agree to abide by all relevant laws and campus policies while on tour, including but not limited to refraining from filming at or entering into spaces that may reasonably be considered off limits.
You will immediately report to Nylie any inappropriate conduct you observe from the Tourists that you Prospective Student.
You will not make plans to connect with any Tourists outside of Nylie or LiveCampusTours applications, or share social media information. Nor will you start a business that could be reasonably considered a competitor to any service provided by Nylie. You will not share any information related to Nylie or LiveCampusTours with any party, individual or customer, who could reasonably considered a competitor,
You acknowledge that you are a contractor of Nylie, not an employee. You are therefore responsible for all taxes that may be associated with any payments received from Nylie, and agree to pay those taxes in accordance with Federal, state and local laws, rules and regulations. This contractor relationship can be terminated at any time for any reason, at Nylie’s sole discretion. The terms of this agreement may change at any time for any reason, at the sole discretion of Nylie. If payment policies are to change, Nylie will provide you at least 30 days’ notice before executing the change. In the case a policy may result in payment reductions, any tours already booked prior to the effective date of the change will be paid at the pre-change amount.
You agree to arrive on time and prepared, properly dressed and with an appropriately charged smartphone and/or portable battery at the time of your tour. Nylie makes no guarantee about the number of Tourists who may take tours at your campus, or about the number of tours you will end up leading.
The following disclaimers are made on behalf of Nylie, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.
The Nylie Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Nylie Platform and/or the Services, including the ability to provide or receive any number of tours, or any specific tour information. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
We do not warrant that your use of the Nylie Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Nylie Platform will be corrected, or that the Nylie Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Nylie Platform or Services.
We cannot guarantee that each Prospective Student is who he or she claims to be. Please use common sense when using the Nylie Platform and Services. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Nylie Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Prospective Student or Tourist prior to engaging in an arranged tour service.
Nylie is not responsible for the conduct, whether online or offline, of any User of the Nylie Platform or Services. By using the Nylie Platform and participating in the Nylie Services, you agree to accept such risks and agree that Nylie is not responsible for the acts or omissions of Users on the Nylie Platform or participating in the Services. You are responsible for the use of your User account and Nylie expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.
It is possible for others to obtain information about you that you provide, publish or post to or through the Nylie Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Nylie Platform or through the Nylie Services. Please carefully select the type of information that you post on the Nylie Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).
Opinions, advice, statements, offers, or other information or content concerning Nylie or made available through the Nylie Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Nylie Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Nylie Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
Nylie advises you to use the Nylie Platform with a data plan with unlimited or very high data usage limits, and Nylie shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Nylie Platform.
You will defend, indemnify, and hold Nylie including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Nylie Platform and participation in the Nylie Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Prospective Students, Tourists, or others; (3) any allegation that any materials that you submit to us or transmit through the Nylie Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
Limitation of Liability
IN NO EVENT WILL NYLIE, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “NYLIE” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE NYLIE PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE NYLIE PLATFORM, THE NYLIE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NYLIE PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TOURS, GOODS, OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT NYLIE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TOURS, GOODS OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Term and Termination
This Agreement is effective upon your creation of a User account. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to Nylie; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement. In addition, Nylie may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Nylie Services; in the case of Prospective Students, this includes but is not limited to being no longer enrolled in the university at which you are providing tours (2) in the case of Prospective Students, if you fall below Nylie’s star rating or cancellation threshold; (3) Nylie has the good faith belief that such action is necessary to protect the safety of the Nylie community or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Nylie’s reasonable satisfaction prior to Nylie permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Nylie’s satisfaction, this Agreement will not be permanently terminated.
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Nylie’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Platform, which may include the User’s name, location, contact information and photo (“Confidential Information”) disclosed to you by Nylie for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of the Nylie Platform any User Information obtained from the Nylie Platform. As a Prospective Student, you understand that some of Tourist Information you receive may be protected by federal and/or state confidentiality laws, such as the Health Information Portability and Accountability Act of 1996 ("HIPAA"), governing the privacy and security of protected (patient) health information. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Nylie in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Nylie with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Nylie or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Nylie; becomes known to you, without restriction, from a source other than Nylie without breach of this Agreement by you and otherwise not in violation of Nylie’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Nylie to enable Nylie to seek a protective order or otherwise prevent or restrict such disclosure.
Relationship with Nylie
Prospective Students on the Nylie Platform explicitly acknowledge and agree that they and Nylie are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. The Gudie and Nylie expressly agree that (1) this is not an employment agreement and does not create an employment relationship between Prospective Student and Nylie; and (2) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this Agreement. Prospective Students have no authority to bind Nylie, and Prospective Students undertake not to hold themselves out as employee, agent or authorized representative of Nylie.
Nylie does not, and shall not be deemed to, direct or control Prospective Students generally or in their performance under this Agreement specifically, including in connection with Prospective Students’ provision of Nylie Services, acts or omissions, or the tour itself. User retains the sole right to determine when, where, and for how long you will utilize the Nylie Platform. Nylie shall have no right to require Prospective Students to wear a uniform or any other clothing displaying Nylie’s names, logos or colors. Prospective Students acknowledge and agree that they have complete discretion to provide Nylie Services or otherwise engage in other business or employment activities.
In addition to connecting Tourists with Prospective Students, the Nylie Platform may enable Users to provide or receive services from other third parties. By providing your User information to Nylie, you explicitly agree to allow Nylie to provide that information to other entities.
This Agreement shall be governed by the laws of the State of Maryland without regard to choice of law principles. This choice of law provision is only intended to specify the use of Maryland law to interpret this Agreement and is not intended to create any other substantive right to non- Marylanders to assert claims under Maryland law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non- binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Nylie, in our sole discretion by providing notice to you. Any dispute requiring legal action shall be resolved in the state of Maryland, under Maryland law.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Nylie with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.
If you have any questions regarding the Nylie Platform or Nylie Services, please contact us.