Nucci Consulting TERMS OF SERVICE INTRODUCTION
Nucci Consulting, LLC, doing business as Nucci Consulting (“Nucci Consulting,” “we,” “us,” “our”) provides its services, which include but are not limited to online education-based services, website and e-store construction, product sourcing assistance, and ongoing store maintenance, through its websites, social media accounts, and its platform (collectively, such services, including any new features and applications, and the site, are referred to as the "Service(s)"). The Services are provided to you subject to the following Terms of Service (the “Terms of Service”). PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY GOVERN YOUR USE OF THE SITE AND SERVICES, WHICH AFFECTS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US.
1. Access to the Services.
By using the Services (referred to as "Services"), you agree, on behalf of yourself and all members of your household and others who use any Service under your Nucci Consulting Account (referred to as "Account"), to the following conditions. Please read these conditions carefully.
We offer a wide range of Nucci Consulting Services, and sometimes additional terms may apply. When you use a Nucci Consulting Service (for example, Educational Courses, Premium E-Store Construction Services, Business Consulting, or Nucci Consulting applications) you may also be subject to the guidelines, terms, and agreements applicable to that specific Service ("Service Terms'').
By accessing and/or using our Services, whether or not you register for an Account, you are agreeing to these Terms, the terms and conditions of our Privacy Policy, and any other legal notices, rules, policies, and procedures relating to the Services that we may publish from time to time (collectively, the “Legal Documents”). Therefore, please carefully review these documents. If you do not agree, do not access and/or use the Services. If there is a conflict between these Terms and any other terms and conditions covering a specific area of the Services, the latter terms and conditions shall control unless they expressly state otherwise.
2. Modifications to Terms of Service.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, depending on the nature of the change, we may post the changes on this page and indicate at the top of this page the date these terms were last revised and/or notify you, either through the Services' user interface, in an email notification or through other reasonable means and as required by applicable law. Any such changes will become effective no earlier than seven (7) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. Any new features or tools which are added to the current Services will also be subject to the Terms of Service.
Usage of Provided Phone Numbers. By providing your phone number to Nucci Consulting, you agree that we may use it for direct communication purposes related to our services, such as updates, inquiries, support, or notifications.
**3. Privacy Policy.**
We respect the privacy of our users. For details, please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein.
**4. Service Eligibility and Registration.**
**Eligibility.** To be eligible to use the Services, you must be at least 18 years old, or the age of majority in your jurisdiction, whichever is older. By using the Services, you confirm that you meet this age requirement.
**Registration.** You may be required to register for an Account to access certain Services. In doing so, you agree to provide accurate, current, and complete information about yourself. You are responsible for safeguarding your Nucci Consulting Account login credentials. You agree not to disclose your password to any third party, and you will be solely responsible for any activities or actions under your Nucci Consulting Account, whether or not you have authorized such activities or actions.
**User Responsibilities.** You are responsible for your own conduct while accessing or using our Services. You agree to use our Services only for purposes that are legal, ethical, and in accordance with these Terms and any other applicable rules or guidelines provided by us. We reserve the right to restrict or terminate your access to the Services if we believe that your conduct violates these Terms.
**Service Changes and Availability.** Nucci Consulting reserves the right to modify or discontinue, temporarily or permanently, the Services, or any features or portions thereof, without prior notice. You agree that Nucci Consulting will not be liable for any modification, suspension, or discontinuance of the Services, or any part thereof. While we strive to provide reliable Services, we do not guarantee that access to or use of our Services will be available at all times or be uninterrupted.
**Restrictions on Use.** You agree not to reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Services, nor will you take any measures to interfere with or damage the Services. All rights not expressly granted by Nucci Consulting in these Terms are reserved.
**User Content.** You are responsible for any content that you upload, post, or transmit through the Services ("User Content"). You represent and warrant that you own or have the necessary rights to use and share your User Content. Nucci Consulting is not responsible or liable for any User Content.
**Removal of User Content.** Please note that Nucci Consulting has the right, but not the obligation, to review and remove any User Content that violates these Terms, as determined by Nucci Consulting in its sole discretion. By using the Services, you agree to the possible review and removal of User Content for any reason.
**5. User Content and Services.**
**Service Availability.** Nucci Consulting's Services encompass a variety of features and functionalities. However, not all Services or features will be always accessible to all users, and we are not obligated to make any Services or features available in any particular jurisdiction. Except where prohibited by these Terms or applicable law, Nucci Consulting reserves the right to modify the Services, or any part thereof, for any reason, without prior notification and at any time.
**Content Moderation.** Nucci Consulting does not pre-screen content and maintains the sole discretion to reject or remove any content from any part of the Services if we determine, at our sole discretion, that the products or services that we and/or you offer through the Services, or the content uploaded or posted to the Services, violate our acceptable use policy or these Terms of Service.
**Respectful Conduct.** Any form of verbal or written abuse (including threats of abuse or retribution) directed towards any Nucci Consulting employee, member, or officer will result in immediate account termination.
**Non-Exclusivity.** We reserve the right to offer our Services to your competitors and do not guarantee exclusivity. You acknowledge and agree that Nucci Consulting's employees and contractors may also be Nucci Consulting customers or users and that they may compete with you, provided they do not use your Confidential Information in doing so.
**Account Ownership Disputes.** In the event of a dispute concerning Account ownership, we reserve the right to request documentation to ascertain or confirm Account ownership. Such documentation may include, but is not limited to, a scanned copy of your business or driver's license, a government-issued photo ID, the last four digits of the credit card on file, or verification of your status as an employee of an entity.
**Rightful Account Ownership.** Nucci Consulting reserves the right, in our sole discretion, to determine rightful Account ownership and transfer an Account to the rightful account holder. If we are unable to reasonably determine the rightful account holder, Nucci Consulting reserves the right, without prejudice to our other rights and remedies, to temporarily suspend or disable an Account until resolution has been achieved between the disputing parties.
**6. User Responsibilities.**
**User Obligations.** You acknowledge and agree that the Services are not a marketplace, nor do we promote any specific e-store and/or marketplace. Any contract of sale made through an e-store is directly between you and the end consumer. As the seller of record for all items you sell through the Services, you are responsible for the creation and operation of your e-store, account, portal, your content, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s).
**User Liabilities.** This responsibility extends to authorizing the charge to the customer concerning the customer's purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You warrant that your portal, your content, and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations, or rights of third parties.
For the avoidance of doubt, Nucci Consulting will not be the seller or merchant of record for any e-store and therefore will have no responsibility for your e-store or portal or items sold to customers. Nucci Consulting, under no circumstances, shall be liable for transactions between you and the end purchaser.
**Compliance with applicable law.** You are solely responsible for the goods or services that you may sell through the Services, including compliance with any applicable laws or regulations. You may not use Nucci Consulting Services for any illegal or unauthorized purpose, nor may you violate any laws in your jurisdiction, the laws applicable to you in your customer's jurisdiction, or any international laws. You will comply with all applicable laws, rules, and regulations in your use of the Service and your performance of obligations under these Terms of Service. This compliance obligation
includes obtaining any licenses, permits, and registrations required by your business.
Furthermore, you acknowledge and agree that Nucci Consulting does not provide any legal or tax advice and that you are solely responsible for the legality and tax implications of the items you sell and any transactions conducted.
**7. Service Level Agreement and Communication.**
**Availability and Maintenance.** Nucci Consulting will use commercially reasonable efforts to ensure the availability of the Services except during scheduled maintenance or upgrades. However, we do not guarantee that the Services will always be available, uninterrupted, or error-free, and we are not liable for any interruptions or errors that may occur.
**Support and Communication.** For any support requests, issues, or inquiries, you may contact our support team through the designated communication channels provided on our website or within the Services. We aim to respond to support requests within a reasonable timeframe, but we do not guarantee any specific response times.
**8. Payment Terms.**
**Fees and Billing.** You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Unless otherwise indicated in an applicable order form, you will be required to provide Nucci Consulting with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card account, and you must refer to that agreement, not these Terms, to determine your rights and liabilities. By providing Nucci Consulting with your credit card number and associated payment information, you agree that Nucci Consulting is authorized to immediately invoice your Account for all fees and charges due and payable to Nucci Consulting hereunder and that no additional notice or consent is required. You agree to immediately notify Nucci Consulting of any change in your billing address or the credit card used for payment hereunder.
**Payment Failure.** If your payment fails or your account is past due, we may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with us and/or retaining collection agencies and legal counsel. We may also block your access to any Services pending resolution of any amounts due by you to Nucci Consulting.
**9. Intellectual Property Rights.**
**Nucci Consulting Rights.** You acknowledge and agree that the Services, and all content and other materials contained therein, including, without limitation, the Nucci Consulting logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Nucci Consulting Content”) are the property of Nucci Consulting and/or its licensors and are protected by United States and international copyright, trademark, and other intellectual property laws and rights.
**User License.** Subject to the terms and conditions of these Terms of Service, Nucci Consulting hereby grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for your personal or internal business use only, provided that you are in compliance with these Terms of Service. Nucci Consulting reserves all rights not expressly granted herein.
**10. Disclaimer of Warranties.**
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NUCCI CONSULTING EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
NUCCI CONSULTING MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
**11. Limitation of Liability.**
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NUCCI CONSULTING SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF NUCCI CONSULTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED, OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES.
**12. Indemnification.**
You agree to indemnify, defend, and hold harmless Nucci Consulting, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services or your violation of these Terms.
**13. Termination.**
**Suspension and Termination.** Nucci Consulting may, in its sole discretion, terminate or suspend your Account and/or your access to the Services at any time and for any reason, without prior notice or liability to you, including, without limitation, if you breach any term or condition of these Terms of Service. Upon termination of your Account, your right to access and use the Services will immediately cease. You may terminate your Account at any time and for any reason by following the instructions on the Services.
**Effect of Termination.** Upon termination of your Account, you will no longer have access to the Services. Any provisions of these Terms of Service that, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
**14. General Provisions.**
**Governing Law.** These Terms of Service and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of law provisions.
**Dispute Resolution.** Any disputes arising out of or relating to these Terms of Service shall be resolved exclusively in the state or federal courts located in New York, New York, and you and Nucci Consulting hereby irrevocably consent to the jurisdiction of such courts and venue in New York, New York.
**Entire Agreement.** These Terms of Service constitute the entire and exclusive understanding and agreement between Nucci Consulting and you regarding the Services and supersede and replace any and all prior oral or written understandings or agreements between Nucci Consulting and you regarding the Services.
**Waiver and Severability.** The failure of Nucci Consulting to enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions of these Terms of Service will remain in full force and effect.
**Assignment.** You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Nucci Consulting’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. Nucci Consulting may assign or transfer these Terms of Service, at its sole discretion, without restriction.
**Notices.** Any notices or other communications provided by Nucci Consulting under these Terms of Service will be given: (i) by email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
**Contact Information.** If you have any questions about these Terms of Service or the Services, please contact us at info@nucciconsulting.com.
**Last Updated: May 2024**
Nucci Consulting, LLC, doing business as Nucci Consulting (“Nucci Consulting,” “we,” “us,” “our”) provides its services, which include but are not limited to online education-based services, website and e-store construction, product sourcing assistance, and ongoing store maintenance, through its websites, social media accounts, and its platform (collectively, such services, including any new features and applications, and the site, are referred to as the "Service(s)"). The Services are provided to you subject to the following Terms of Service (the “Terms of Service”). PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY GOVERN YOUR USE OF THE SITE AND SERVICES, WHICH AFFECTS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US.
1. Access to the Services.
By using the Services (referred to as "Services"), you agree, on behalf of yourself and all members of your household and others who use any Service under your Nucci Consulting Account (referred to as "Account"), to the following conditions. Please read these conditions carefully.
We offer a wide range of Nucci Consulting Services, and sometimes additional terms may apply. When you use a Nucci Consulting Service (for example, Educational Courses, Premium E-Store Construction Services, Business Consulting, or Nucci Consulting applications) you may also be subject to the guidelines, terms, and agreements applicable to that specific Service ("Service Terms'').
By accessing and/or using our Services, whether or not you register for an Account, you are agreeing to these Terms, the terms and conditions of our Privacy Policy, and any other legal notices, rules, policies, and procedures relating to the Services that we may publish from time to time (collectively, the “Legal Documents”). Therefore, please carefully review these documents. If you do not agree, do not access and/or use the Services. If there is a conflict between these Terms and any other terms and conditions covering a specific area of the Services, the latter terms and conditions shall control unless they expressly state otherwise.
2. Modifications to Terms of Service.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, depending on the nature of the change, we may post the changes on this page and indicate at the top of this page the date these terms were last revised and/or notify you, either through the Services' user interface, in an email notification or through other reasonable means and as required by applicable law. Any such changes will become effective no earlier than seven (7) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. Any new features or tools which are added to the current Services will also be subject to the Terms of Service.
Usage of Provided Phone Numbers. By providing your phone number to Nucci Consulting, you agree that we may use it for direct communication purposes related to our services, such as updates, inquiries, support, or notifications.
**3. Privacy Policy.**
We respect the privacy of our users. For details, please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein.
**4. Service Eligibility and Registration.**
**Eligibility.** To be eligible to use the Services, you must be at least 18 years old, or the age of majority in your jurisdiction, whichever is older. By using the Services, you confirm that you meet this age requirement.
**Registration.** You may be required to register for an Account to access certain Services. In doing so, you agree to provide accurate, current, and complete information about yourself. You are responsible for safeguarding your Nucci Consulting Account login credentials. You agree not to disclose your password to any third party, and you will be solely responsible for any activities or actions under your Nucci Consulting Account, whether or not you have authorized such activities or actions.
**User Responsibilities.** You are responsible for your own conduct while accessing or using our Services. You agree to use our Services only for purposes that are legal, ethical, and in accordance with these Terms and any other applicable rules or guidelines provided by us. We reserve the right to restrict or terminate your access to the Services if we believe that your conduct violates these Terms.
**Service Changes and Availability.** Nucci Consulting reserves the right to modify or discontinue, temporarily or permanently, the Services, or any features or portions thereof, without prior notice. You agree that Nucci Consulting will not be liable for any modification, suspension, or discontinuance of the Services, or any part thereof. While we strive to provide reliable Services, we do not guarantee that access to or use of our Services will be available at all times or be uninterrupted.
**Restrictions on Use.** You agree not to reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Services, nor will you take any measures to interfere with or damage the Services. All rights not expressly granted by Nucci Consulting in these Terms are reserved.
**User Content.** You are responsible for any content that you upload, post, or transmit through the Services ("User Content"). You represent and warrant that you own or have the necessary rights to use and share your User Content. Nucci Consulting is not responsible or liable for any User Content.
**Removal of User Content.** Please note that Nucci Consulting has the right, but not the obligation, to review and remove any User Content that violates these Terms, as determined by Nucci Consulting in its sole discretion. By using the Services, you agree to the possible review and removal of User Content for any reason.
**5. User Content and Services.**
**Service Availability.** Nucci Consulting's Services encompass a variety of features and functionalities. However, not all Services or features will be always accessible to all users, and we are not obligated to make any Services or features available in any particular jurisdiction. Except where prohibited by these Terms or applicable law, Nucci Consulting reserves the right to modify the Services, or any part thereof, for any reason, without prior notification and at any time.
**Content Moderation.** Nucci Consulting does not pre-screen content and maintains the sole discretion to reject or remove any content from any part of the Services if we determine, at our sole discretion, that the products or services that we and/or you offer through the Services, or the content uploaded or posted to the Services, violate our acceptable use policy or these Terms of Service.
**Respectful Conduct.** Any form of verbal or written abuse (including threats of abuse or retribution) directed towards any Nucci Consulting employee, member, or officer will result in immediate account termination.
**Non-Exclusivity.** We reserve the right to offer our Services to your competitors and do not guarantee exclusivity. You acknowledge and agree that Nucci Consulting's employees and contractors may also be Nucci Consulting customers or users and that they may compete with you, provided they do not use your Confidential Information in doing so.
**Account Ownership Disputes.** In the event of a dispute concerning Account ownership, we reserve the right to request documentation to ascertain or confirm Account ownership. Such documentation may include, but is not limited to, a scanned copy of your business or driver's license, a government-issued photo ID, the last four digits of the credit card on file, or verification of your status as an employee of an entity.
**Rightful Account Ownership.** Nucci Consulting reserves the right, in our sole discretion, to determine rightful Account ownership and transfer an Account to the rightful account holder. If we are unable to reasonably determine the rightful account holder, Nucci Consulting reserves the right, without prejudice to our other rights and remedies, to temporarily suspend or disable an Account until resolution has been achieved between the disputing parties.
**6. User Responsibilities.**
**User Obligations.** You acknowledge and agree that the Services are not a marketplace, nor do we promote any specific e-store and/or marketplace. Any contract of sale made through an e-store is directly between you and the end consumer. As the seller of record for all items you sell through the Services, you are responsible for the creation and operation of your e-store, account, portal, your content, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s).
**User Liabilities.** This responsibility extends to authorizing the charge to the customer concerning the customer's purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You warrant that your portal, your content, and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations, or rights of third parties.
For the avoidance of doubt, Nucci Consulting will not be the seller or merchant of record for any e-store and therefore will have no responsibility for your e-store or portal or items sold to customers. Nucci Consulting, under no circumstances, shall be liable for transactions between you and the end purchaser.
**Compliance with applicable law.** You are solely responsible for the goods or services that you may sell through the Services, including compliance with any applicable laws or regulations. You may not use Nucci Consulting Services for any illegal or unauthorized purpose, nor may you violate any laws in your jurisdiction, the laws applicable to you in your customer's jurisdiction, or any international laws. You will comply with all applicable laws, rules, and regulations in your use of the Service and your performance of obligations under these Terms of Service. This compliance obligation
includes obtaining any licenses, permits, and registrations required by your business.
Furthermore, you acknowledge and agree that Nucci Consulting does not provide any legal or tax advice and that you are solely responsible for the legality and tax implications of the items you sell and any transactions conducted.
**7. Service Level Agreement and Communication.**
**Availability and Maintenance.** Nucci Consulting will use commercially reasonable efforts to ensure the availability of the Services except during scheduled maintenance or upgrades. However, we do not guarantee that the Services will always be available, uninterrupted, or error-free, and we are not liable for any interruptions or errors that may occur.
**Support and Communication.** For any support requests, issues, or inquiries, you may contact our support team through the designated communication channels provided on our website or within the Services. We aim to respond to support requests within a reasonable timeframe, but we do not guarantee any specific response times.
**8. Payment Terms.**
**Fees and Billing.** You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Unless otherwise indicated in an applicable order form, you will be required to provide Nucci Consulting with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card account, and you must refer to that agreement, not these Terms, to determine your rights and liabilities. By providing Nucci Consulting with your credit card number and associated payment information, you agree that Nucci Consulting is authorized to immediately invoice your Account for all fees and charges due and payable to Nucci Consulting hereunder and that no additional notice or consent is required. You agree to immediately notify Nucci Consulting of any change in your billing address or the credit card used for payment hereunder.
**Payment Failure.** If your payment fails or your account is past due, we may collect fees owed using other collection mechanisms. This may include charging other payment methods on file with us and/or retaining collection agencies and legal counsel. We may also block your access to any Services pending resolution of any amounts due by you to Nucci Consulting.
**9. Intellectual Property Rights.**
**Nucci Consulting Rights.** You acknowledge and agree that the Services, and all content and other materials contained therein, including, without limitation, the Nucci Consulting logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Nucci Consulting Content”) are the property of Nucci Consulting and/or its licensors and are protected by United States and international copyright, trademark, and other intellectual property laws and rights.
**User License.** Subject to the terms and conditions of these Terms of Service, Nucci Consulting hereby grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for your personal or internal business use only, provided that you are in compliance with these Terms of Service. Nucci Consulting reserves all rights not expressly granted herein.
**10. Disclaimer of Warranties.**
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NUCCI CONSULTING EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
NUCCI CONSULTING MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
**11. Limitation of Liability.**
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NUCCI CONSULTING SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF NUCCI CONSULTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED, OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES.
**12. Indemnification.**
You agree to indemnify, defend, and hold harmless Nucci Consulting, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services or your violation of these Terms.
**13. Termination.**
**Suspension and Termination.** Nucci Consulting may, in its sole discretion, terminate or suspend your Account and/or your access to the Services at any time and for any reason, without prior notice or liability to you, including, without limitation, if you breach any term or condition of these Terms of Service. Upon termination of your Account, your right to access and use the Services will immediately cease. You may terminate your Account at any time and for any reason by following the instructions on the Services.
**Effect of Termination.** Upon termination of your Account, you will no longer have access to the Services. Any provisions of these Terms of Service that, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
**14. General Provisions.**
**Governing Law.** These Terms of Service and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of law provisions.
**Dispute Resolution.** Any disputes arising out of or relating to these Terms of Service shall be resolved exclusively in the state or federal courts located in New York, New York, and you and Nucci Consulting hereby irrevocably consent to the jurisdiction of such courts and venue in New York, New York.
**Entire Agreement.** These Terms of Service constitute the entire and exclusive understanding and agreement between Nucci Consulting and you regarding the Services and supersede and replace any and all prior oral or written understandings or agreements between Nucci Consulting and you regarding the Services.
**Waiver and Severability.** The failure of Nucci Consulting to enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions of these Terms of Service will remain in full force and effect.
**Assignment.** You may not assign or transfer these Terms of Service, by operation of law or otherwise, without Nucci Consulting’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. Nucci Consulting may assign or transfer these Terms of Service, at its sole discretion, without restriction.
**Notices.** Any notices or other communications provided by Nucci Consulting under these Terms of Service will be given: (i) by email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
**Contact Information.** If you have any questions about these Terms of Service or the Services, please contact us at info@nucciconsulting.com.
**Last Updated: May 2024**