–TERMS OF USE–
Last Updated: July 1, 2025
Thank you for your interest in NicoBlu LLC and our affiliates, subsidiaries, and operating companies (each referred to as “NicoBlu”, “we”, or “us”). These Terms of Use (“Terms”) apply to certain publicly available websites that we own, license or otherwise operate (each a “Site”) and that link to these Terms, and to the products, goods, or services your purchase through the Site or otherwise from us. For purposes of these terms, the Site and all information, products, goods and services sold or furnished by NicoBlu shall be referred to collectively as the “Services.”
By using the Services, you are entering into a legally binding agreement with us, and you hereby agree to these Terms, as well as any other terms, policies, guidelines, or rules that apply to any sub-section or portion of the Services (“Supplemental Terms”). In the event of a conflict between these Terms and any Supplemental Terms, the terms and conditions set forth in the Supplemental Terms shall supersede and control with respect to such conflict.
If you do not agree to these Terms and any applicable Supplemental Terms, then you cannot use or access our Sites. For purposes of these Terms, NicoBlu and you may each be referred to as a “party” or collectively as the “parties.”
Please read these Terms carefully as they may impact your rights and liabilities, and they address circumstances WHERE you AGREE TO RESOLVE DISPUTES VIA BINDING ARBITRATION, AND YOU waive your right to a jury trial, AND YOUR ABILITY TO PARTICIPATE IN CLASS ACTIONS.S
By using this Site, you represent and warrant to NicoBlu that you: (i) are at least sixteen (16) years old, (ii) are legally authorized to enter into, and agree to, these Terms, and (iii) will, at any and all times, comply with these Terms. You may only access and use the Services if you are located in the United States.
Your use of our Site is subject to any privacy statement or policy (each “Privacy Policy”) that is located on or incorporated into the Site, including our corporate Privacy Policy. Our Privacy Policy describes how we process personal information, including the types of personal information that we collect, the purposes for which we use it, the types of third parties with whom we share it, and any rights you may have with respect to such personal information. The Privacy Policy also sets forth the types and categories of personal information you are permitted to provide to NicoBlu, and your responsibilities and obligations with respect to such personal information. Please review our Privacy Policy carefully. For the avoidance of doubt, any claims, suits, or complaints related to the Privacy Policy, and any applicable Cookie Policy, shall be settled or otherwise addressed in accordance with the dispute resolution terms, and subject to the limitations of liability, set forth herein, in addition to all other terms and conditions herein. You are prohibited from providing NicoBlu with any “consumer health data” or similar health data, as these terms may be defined under law.
2. Accessing the Site and Account Security
We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site. You are responsible for making all arrangements necessary for you to have access to the Site and for ensuring that all persons who access the Site through your internet connection are aware of these Terms and comply with them.
To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms
3. Intellectual Property Right
The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by NicoBlu, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms permit you to use the Site for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as follows: (i) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (ii) you may store files that are automatically cached by your web browser for display enhancement purposes; (iii) you may print or download one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication, or distribution; (iv) if we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end-user license agreement for such applications; and (v) if we provide social media features with certain content, you may take such actions as are enabled by such features.
You hereby acknowledge and agree that you will not (i) modify copies of any materials from our Site; (ii) use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text; (iii) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Site; and (iv) access or use for any commercial purposes any part of the Site or any services or materials available through the Site. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by NicoBlu. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
NicoBlu’s name and logo, and all related names, logos, product and service names, designs, and slogans, are trademarks of NicoBlu or its affiliates or licensors. You must not use such marks without the prior written permission of NicoBlu. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.
You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Site: (i) in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); (ii) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or asking them for personally identifiable information; (iii) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms; (iv) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; (v) to impersonate or attempt to impersonate NicoBlu, any NicoBlu employee, another user of the Site, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); and (vi) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm NicoBlu or users of the Site, or expose them to liability.
Additionally, you agree not to: (i) use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site, including their ability to engage in real-time activities through the Site; (ii) use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site; (iii) use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms, without our prior written consent; (iv) use any device, software, or routine that interferes with the proper working of the Site; (v) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (vi) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site; (vii) attack the Site via a denial-of-service attack or a distributed denial-of-service attack; and (viii) otherwise attempt to interfere with the proper working of the Site.
Machine Learning Prohibitions. You are strictly prohibited from using any information, content, or materials on, or otherwise derived from, the Site for purposes of, or related to, training artificial intelligence technologies, including without limitation, training such technologies to generate text, images, audio, or other content in any style, form, or manner. For the avoidance of doubt, you do not have the right to, and you do not have the right to sublicense others to, reproduce and/or otherwise use any information, content, or materials on or otherwise derived from the Site in any manner for purposes of training artificial intelligence technologies.
6. Site Monitoring; User Contributions; Feedback; Submissions
Please be aware that we and our service providers and partners use cookies and other tracking technologies within the Site to monitor and record any and all activities and communications to, from, and on, the Site. For the avoidance of doubt, you hereby acknowledge, agree, and consent to, such monitoring and recording by us and our service providers and partners.
The Site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Site. All User Contributions must comply with the Content Standards set out in these Terms. Any User Contribution you post will be considered non-confidential and non-proprietary. By posting any User Contribution on the Site, you grant us, our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose whatsoever. You represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, and all of your User Contributions do and will comply with these Terms. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not NicoBlu, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site. If you send us feedback, creative ideas, suggestions, inventions, or materials (collectively “Feedback”), NicoBlu will (i) own, exclusively, all now known or later discovered rights to the Feedback; (ii) not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Feedback; and (iii) be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
We have the right to remove or refuse to post any User Contributions for any or no reason in our sole discretion, and to take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for NicoBlu. You acknowledge and agree that we have the right to disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy, and to take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site. We have the absolute right to terminate or suspend your access to all or part of the Site for any or no reason whatsoever, including without limitation, any violation of these Terms. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS NICOBLU AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY NICOBLU AND ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER NICOBLU AND SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. However, we cannot, and do not undertake to, review material before it is posted on the Site, and we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
This section constitutes the “Content Standards” that apply to any and all User Contributions and use of Interactive Services. User Contributions must, in their entirety, comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not: (i) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, gender identity, or age; (iii) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person; (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy; (v) be likely to deceive any person; (vi) promote any illegal activity, or advocate, promote, or assist any unlawful act; (vii) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person; (viii) impersonate any person, or misrepresent your identity or affiliation with any person or organization; (ix) involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; or (x) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case
9. Reliance on Information Posted
The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents. This Site may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by NicoBlu, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of NicoBlu. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
10. Mobile Messaging Program
In the event you opt-in to our Mobile Messaging Program, we will collect and use your mobile telephone number to maintain and administer our Mobile Messaging Program. Please review our Mobile Messaging Program Terms and Conditions[KT2] and Privacy Policy for more information about the Mobile Messaging Program, including information on how to unsubscribe or update your personal information therein and your responsibilities and liabilities related thereto. In the event of a conflict between Mobile Messaging Program Terms and Conditions and Privacy Policy and these Terms, the Mobile Messaging Program Terms and Conditions and Privacy Policy shall supersede and control with respect to such conflict.
We may update the content on this Site from time to time, but its content is not necessarily complete or up to date. Any of the material on the Site may be out of date at any given time, and we are under no obligation to update such material.
12. Linking to the Site and Social Media Features
You may link to our Site homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. This Site may provide certain social media features that enable you to: (i) link from your own or certain third-party sites to certain content on this Site, (ii) send emails or other communications with certain content, or links to certain content, on this Site, and (iii) cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party sites. You may use these features solely as they are provided by us and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not do any of the following: (i) establish a link from any site that is not owned by you to the Site; (ii) cause the Site or portions of it to be displayed on, or appear to be displayed by, any other Site; (iii) link to any part of the Site other than the homepage; or (iv) otherwise take any action with respect to the materials on this Site that is inconsistent with any other provision of these Terms. The Site from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards. You agree to cooperate with us and to immediately stop any unauthorized framing or linking. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party sites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such sites.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE, AND YOU WILL NOT SEEK TO HOLD US LIABLE, FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES, INFORMATION, OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT. YOUR USE OF THE SERVICES, INCLUDING THE SITE, ITS CONTENT, AND ANY PRODUCTS, GOODS, OR ITEMS OBTAINED THROUGH US IS AT YOUR OWN RISK. THE SERVICES, INCLUDING THE SITE, ITS CONTENT, AND ANY INFORMATION, OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER NICOBLU NOR ANY PERSON ASSOCIATED WITH NICOBLU MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER NICOBLU NOR ANYONE ASSOCIATED WITH NICOBLU REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, NICOBLU HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15. Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL NicoBlu OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICES, INCLUDING THE SITE, ANY THIRD-PARTY WEBSITES LINKED TO THE SITE, ANY CONTENT ON THE SITE OR SUCH OTHER SITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, BREACH OF PERSONAL INFORMATION, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. In the event the foregoing limitation of liability is legally prohibited, then TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF NicoBlu AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS ($100.00).
16. Indemnification
You agree to fully and completely defend, indemnify, and hold harmless NicoBlu, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Contributions, any use of the Site’s content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Site.
17. Governing Law; Waiver of Class Action; Tester Prohibition
Unless otherwise provided for herein, the Terms (including the Privacy Policy incorporated herein) shall be governed in all respects by and construed in accordance with the laws of the State of Connecticut[KT3] without regard to its conflicts of law principles.
YOU AGREE THAT BY ENTERING INTO THESE TERMS YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT YOU MAY BRING CLAIMS AGAINST NICOBLU ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION OR OTHER ACTION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
You are prohibited from using our Services if you are a “Tester”. For purposes of these Terms, a Tester is defined as “an individual whose primary purpose of using, or attempting to use, the Services is to seek to identify legal violations in connection with the Services”.
18. Dispute Resolution
There might be an occasion in which you and NicoBlu are subject to a Dispute (as defined below) that directly or indirectly arises out of, or relates, to these Terms, the Site, or your engagement with NicoBlu. In the event of such a Dispute, each party hereby agrees (i) to comply with the Mandatory Informal Dispute Resolution Process as set forth below, and, (ii) that, if the Mandatory Informal Dispute Resolution Process does not resolve the Dispute, then it will comply with the Formal Dispute Resolution Process.
Mandatory Informal Dispute Resolution Process
For any Dispute that arises between you and NicoBlu concerning or otherwise related to these Terms, the Site, or your engagement with NicoBlu, each party agrees that it will first make a good faith effort to resolve such a Dispute informally before initiating any formal dispute resolution proceeding, as set forth below.
THIS INFORMAL DISPUTE RESOLUTION PROCESS IS A CONDITION PRECEDENT AND PREREQUISITE TO COMMENCING LEGAL ACTION AGAINST NICOBLU. This informal dispute resolution process requires that one party send a written description of the Dispute, including the nature and basis of the claim and the nature and basis of the specific relief sought (with a calculation for it), to the other party that also includes contact information (name, address, email, phone number) (the “Notice”). For any Dispute you initiate, you agree to send this Notice, along with any other relevant information, to the following: NICOBLU, ATTN: Legal Department, 3 Forest Street, Suite #5, New Canaan, CT 06840[KT4] .The party initiating the Dispute must personally sign the Notice (along with an attorney if you or we are represented) that is mailed to us. You also agree to provide a carbon copy of the Notice to care@nicoblu.com[KT5] , with the subject line “INFORMAL DISPUTE RESOLUTION”.
After the Notice of a party’s intent to engage in the informal dispute resolution process is transmitted and received by the parties, in accordance with the aforementioned instructions, each party hereby agrees to promptly negotiate in good faith about the Dispute, including through an informal and individualized telephone settlement conference between the parties, if the party that receives the Notice requests the same. If either party to the Dispute is represented by counsel, that party’s counsel may participate in the informal dispute resolution process, but the party also must personally appear at and participate in the conference. This process should lead to resolution of the Dispute, but if the Dispute is not resolved within sixty (60) days after receipt of the fully completed Notice of the informal dispute, each party agrees to the Formal Dispute Resolution Process set forth below. The parties agree that any relevant limitations period and filing fee or other deadlines shall be tolled while the parties engage in this informal dispute resolution process. A court shall have the authority to enforce the terms of this mandatory informal dispute resolution process and to enjoin the filing or pursuit of an arbitration demand for a party’s non-compliance with this mandatory informal dispute resolution process. A party may also seek monetary relief in connection with this this informal dispute resolution process.
Formal Dispute Resolution Process
Any Dispute between you and NicoBlu directly or indirectly arising out of or relating to related to these Terms, the Site, or your engagement with NicoBlu that cannot be resolved through the aforementioned informal dispute resolution process shall be resolved exclusively in the state or federal courts located in the State of Connecticut. You hereby irrevocably consent to such venue and to the exclusive jurisdiction of any such court over any such dispute. The foregoing notwithstanding, you agree that NicoBlu, at its sole discretion, may require you to submit any disputes directly or indirectly arising out of or relating to related to these Terms, the Site, or your engagement with NicoBlu exclusively to final and binding arbitration taking place in the State of Connecticut under the International Rules of Arbitration of the American Arbitration Association (the “Rules”), by one or more arbitrators appointed in accordance with the said Rules. Notwithstanding such Rules, however, such proceeding shall be governed by the laws of the State of Connecticut, U.S.A. Any award in any arbitration initiated hereunder shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator(s) shall have no authority to award punitive, consequential or other damages not measured by the prevailing party's actual damages in any arbitration initiated under this section, except as may be required by statute.
Time Bar
Any cause of action or claim you may have directly or indirectly arising out of or relating to these Terms, the Site, or your engagement with NicoBlu must be commenced within one (1) year after the claim or cause of action arises.
Terms
For purposes of these Terms, the term “Dispute” shall be interpreted as broadly as permitted under the law and shall cover any claim or controversy, related to NicoBlu or our relationship with you, including but not limited to, any and all: (i) claims for relief and theories of liability, whether based in contract, tort, fraud, misrepresentation, negligence, statute, regulation, ordinance, or otherwise; (ii) claims that arose before these Terms; (iii) claims that arise after the termination of these Terms; and (iv) claims that are the subject of purported class action litigation.
19. Waiver and Severability
No waiver by NicoBlu of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of NicoBlu to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
20. Entire Agreement
The Terms, Mobile Messaging Program Terms and Conditions and our Privacy Policy constitute the sole and entire agreement between you and NicoBlu regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.
21. Changes to the Terms
From time to time, we review these Terms to ensure that they comply with applicable law. Consequently, we reserve the right to update and revise these Terms at any time. We will notify you if these Terms are updated by updating the “Last Updated” section of these Terms. These Terms are effective as of the “Last Updated” date provided herein. Your continued use of the Site signifies your consent to the Terms, as of the “Last Updated” date.
22. Contact Us
If you have questions regarding these Terms, or would like to request more information from us, please contact us at NicoBlu, ATTN: Legal Department 3 Forest Street, Suite #5, New Canaan, CT 06840.
Mobile Messaging Program Terms and Conditions
Last Updated: July 1st, 2025
Thank you for your interest in NicoBlu LLC, and our affiliates, subsidiaries, and operating companies (each referred to as “NicoBlu”, “we”, or “us”). NicoBlu offers mobile messaging programs (each a “Program”), which you agree to use and participate in subject to these Mobile Messaging Program Terms and Conditions (the “Agreement”). By opting into or participating in any of our Programs, you accept and agree to the terms and conditions set forth in this Agreement. For purposes of this Agreement, you and NicoBlu may each be referred to individually as a “party” or collectively as the “parties.”
PLEASE NOTE: THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE WITH A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS. THE ARBITRATION PROVISION AFFECTS HOW DISPUTES WITH NicoBlu ARE RESOLVED. YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. IN ARBITRATION, THERE IS NO JUDGE OR JURY, AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. PLEASE READ THESE SMS TERMS CAREFULLY.
1. User Opt In: The Program allows you to receive SMS/MMS mobile messages by affirmatively opting into the Program, such as through online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the Program, you agree that this Agreement applies to your participation in the Program. By participating in the Program, you (i) agree to receive from us (or our service providers acting on our behalf) autodialed or prerecorded marketing SMS/MMS mobile messages at the phone number you provided when you opted into the Program, and (ii) understand that consent is not required to make any purchase from us. While you consent to receive SMS/MMS mobile messages that we (or our service providers) send or transmit using an autodialer, an automatic telephone dialing system, or any similar automated system, the foregoing shall not be interpreted to suggest or imply that any or all of our SMS/MMS mobile messages are in fact sent or transmitted via an autodialer, an automatic telephone dialing system, or any similar automated system. Message and data rates may apply.
2. User Opt Out: If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any SMS/MMS mobile messages from us in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out of the Program. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out of a Program. If you opt out from one of our Programs, you will remain opted into other Programs (if applicable), unless you opt out of those individual Programs separately.
3. Duty to Notify and Indemnify: If at any time you stop using, whether voluntarily or involuntarily, the mobile telephone number that has been used to subscribe to the Program (e.g., canceling your mobile/wireless service plan, having your mobile/wireless service plan terminated, or selling or transferring the mobile phone number to another party), you agree (i) that you will complete the User Opt Out process set forth above (Section 2) prior to the ending or termination of your use of the mobile telephone number, and (ii) that failure to undertake the foregoing User Opt Out process set forth above (Section 2) is a material breach of this Agreement. You further acknowledge and agree that, if you discontinue the use of your mobile telephone number without notifying us of such change in accordance with this Agreement, you will fully, completely, and without limitation indemnify, defend, and hold harmless NicoBlu and our affiliates, subsidiaries, agents, and any party that assists in the delivery of the SMS/MMS mobile messages, and YOU WILL be responsible for all costs (including attorneys’ fees) and liabilities incurred by ANY OF THOSE ENTITIES as a result of ANY claim brought by ANY individual who IS later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your agreement to participate in any of our Programs. FOR THE AVOIDANCE OF DOUBT, YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD NicoBlu and our affiliates, subsidiaries, agents, and any party that assists in the delivery of the SMS/MMS mobile messages HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.
4. Program Description: Without limiting the scope of the Program, if you opt into a Program, you can expect to receive messages concerning promotions, marketing, sales, reminders (including shopping-cart reminders) with respect to concerts and similar events, and other programs, merchandise, products, and services associated with NicoBlu , and delivery status, informational messages, or similar updates concerning of any of the foregoing.
5. Cost and Frequency: Message and data rates may apply. The Program involves recurring SMS/MMS mobile messages, and additional SMS/MMS mobile messages may be sent periodically based on your interaction with us.
6. Support Instructions: For support regarding the Program, text “HELP” to the number you received in our SMS/MMS mobile messages or send us written notice by mail to NicoBlu ATTN: Legal Department, 3 Forest Street, Suite #5, New Canaan, CT 06840[KT8] U.S.A. Please note (i) that the use of this email and/or mailing address is not an acceptable method of opting out of a Program, and (ii) that Program opt-out requests must be in accordance with the User Opt Out process set forth above (Section 2).
7. MMS Disclosure: The Program may send terminating messages if your mobile device does not support our SMS/MMS mobile message delivery systems.
8. Privacy Policy. You hereby agree that NicoBlu will collect, process, and retain your personal information provided to us in connection with a Program in accordance with our website Privacy Policy, which may be amended from time to time.
9. Our Disclaimer of Warranty: The Program is offered on an “as-is” basis and may not be available in all areas at all times and may cease to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any SMS/MMS mobile messages connected with a Program. The delivery of SMS/MMS mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of our control. We are not liable for delayed or undelivered SMS/MMS mobile messages.
10. Participant Requirements: In order to participate in a Program, you must agree to, and comply with, this Agreement, and you must (i) have a wireless device of your own capable of two-way messaging, (ii) be using a participating wireless carrier, and (iii) be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.
11. Age Restriction: You may not participate in the Program if you are under sixteen (16) years of age. If you want to participate in the Program and are between sixteen (16) and eighteen (18) years of age, you must have your parent’s or legal guardian’s permission to do so. By participating in the Program, you also acknowledge and agree that you are permitted by your jurisdiction’s applicable laws and regulations to participate in the Program.
12. Waiver of Class Action; Arbitration Agreement
a. YOU AGREE (I) THAT BY ENTERING INTO THIS AGREEMENT, IN PARTICULAR THE AGREEMENT TO ARBITRATE, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND (II) THAT YOU MAY BRING CLAIMS AGAINST NICOBLU ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION OR OTHER ACTION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
b. NICOBLU AND YOU EACH AGREE THAT ANY DISPUTES ARISING FROM YOUR PARTICIPATION IN A PROGRAM, FROM YOUR RECEIPT OF OUR OR OUR SERVICE PROVIDERS’ SMS/MMS mobile messages, or FROM this Agreement (INCLUDING OUR PRIVACY POLICY), INCLUDING DISPUTES ARISING FROM OR CONCERNING THE AGREEMENT’S INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) APPLYING CONNECTICUT LAW,[KT9] WITHOUT REGARD TO ITS CONFLICT-OF-LAWS RULES.
c. Within ten (10) calendar days after the arbitration demand is served upon a party, the parties must jointly select an arbitrator with at least five (5) years’ experience in that capacity and who has knowledge of and experience with the subject matter of the dispute. If the parties do not agree on an arbitrator within ten (10) calendar days, a party may petition the AAA to appoint an arbitrator, who must satisfy the same experience requirement. In the event of a dispute, the arbitrator shall decide the enforceability and interpretation of this arbitration agreement in accordance with the Federal Arbitration Act (“FAA”). The parties also agree that the AAA’s rules governing Emergency Measures of Protection shall apply in lieu of seeking emergency injunctive relief from a court. The decision of the arbitrator shall be final and binding, and no party shall have rights of appeal, except for those provided in section 10 of the FAA. Each party shall bear its share of the fees paid for the arbitrator and the administration of the arbitration. The parties agree that the arbitrator shall not have the authority to award attorneys’ fees, unless otherwise expressly authorized by statute or contract (including this Agreement). The arbitrator shall have no authority to award punitive damages, and each party hereby waives any right to seek or recover punitive damages with respect to any dispute resolved by arbitration. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. For the avoidance of doubt, this section shall be construed as a written agreement to arbitrate a dispute of any kind between you and NicoBlu that may arise through your participation in the Program or your receipt of an SMS/MMS mobile messages from us or our service providers, and you hereby agree with us that this paragraph satisfies any writing or consent requirement of the FAA.
d. Any and all arbitration proceedings and hearings shall be conducted in the State of Connecticut. Except as required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. If for any reason a dispute proceeds in a federal or state court rather than in arbitration, the parties hereby waive any right to a jury trial and acknowledge and agree that all such proceedings shall be conducted in the federal or state courts located in the State of Connecticut. This arbitration provision shall survive any cancellation or termination of the Agreement.
13. Miscellaneous: You warrant and represent to us that you have all necessary rights, power, and authority to agree to this Agreement and perform your obligations hereunder, and nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any new features, changes, updates or improvements of the Program shall be subject to this Agreement unless explicitly stated otherwise in writing. We reserve the right to change this Agreement from time to time; any updates to this Agreement shall be communicated to you (which may include posting updated terms on NicoBlu’s website); and you acknowledge your responsibility to review this Agreement from time to time and to be aware of any such changes. By continuing to participate in the Program after any such changes, you accept this Agreement, as modified.