Terms of Service
Please read all the terms and conditions of this Agreement carefully. By using the Licensed product or Site, you agree to be bound by the terms and conditions of this Agreement, and you represent and warrant that you have full power, authority and legal capacity to enter into this Agreement. Please contact Nuviso Inc. at firstname.lastname@example.org if you have any questions about this Agreement.
Subject to the terms and conditions set forth in the Agreement, Nuviso hereby grants to User the right to use the software provided through the Appliance (the “Software”), related content (the “Content”), and all associated documentation (the “Documentation”), all of which are the proprietary and copyrighted material of Nuviso. Collectively, the Software, Content, and Documentation are referred to in this Agreement as the “Licensed Product.” Nuviso grants to User the non-exclusive, non-transferable, non-sublicenseable, revocable and limited right to use the Site and the Licensed Product solely for User’s benefit.
Access and Account Security
Nuviso reserves the right to modify, withdraw, amend or discontinue, temporarily or permanently, this Site or the Licensed Product (or any part thereof), as well as any other services or materials provided on the Site, in our sole discretion without notice. Nuviso will not be liable if for any reason all or any part of the Site or the Licensed Product 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 Licensed Product, or the entire Site or the Licensed Product, to Users, including registered Users. Nuviso may elect to provide you with customer support, in its sole discretion, and may terminate such support at any time without notice.
You are responsible for making all arrangements necessary for you to have access to the Site or the Licensed Product. If you allow any persons to access the Site through your internet connection, you must ensure that they are aware of these Terms comply with them.
To access the Site, the Licensed Product or any other service or resource they offer, you may be asked to provide certain registration details or other information. You must provide information that is correct, current and complete.
If you choose, or are provided with, a user name, 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 the Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion if, in our opinion, the continued use of that user name, password or other identifier would be inappropriate.
Nuviso and its suppliers own all proprietary rights, including without limitation, all patents, copyrights, and trademarks, in and to the Site and the Licensed Product. The Software source code and related proprietary information and trade secrets are not licensed to User, and any modification, addition or deletion is strictly prohibited. User agrees to take all reasonable steps to prevent unauthorized disclosure, use or copying of the Licensed Product. These Terms permit Users to use the Site and the Licensed Product only for personal, non-commercial use. User shall not sell, lease, license, distribute or otherwise transfer the Licensed Product to any third party or permit the use of or access to the Licensed Product by any third party, nor in any manner use the Licensed Product to provide hosting, application service provider, service bureau, time sharing, outsourcing or other services to third parties. Nuviso reserves all rights not expressly granted to User. User agrees not to modify, copy, adapt, translate, create derivative works from, distribute, reverse engineer, decompile, disassemble, decrypt, decode, sublicense, assign or otherwise transfer any of the Licensed Product.
General User Obligations
You warrant and agree not to:
• Use the Site or Licensed Product in any way that is in furtherance of criminal, fraudulent, or other unlawful purpose or activity or in any manner not in accordance with this Agreement
• Impersonate any other person or entity, or misrepresent your affiliation with any other person or entity
• Engage in any spamming or flooding, or any other form of solicitation
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content or e-mail transmitted through the Product
• Interfere with or disrupt the Site or servers or networks connected to the Licensed Product, or disobey any requirements, procedures, policies or regulations of networks connected to the Licensed Product
• Violate any applicable local, state, national or international law or regulation in connection with your use of the Site or Licensed Product
You agree to not upload, post, or transmit or make available any Content that:
• is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
• you do not have a right to make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information protected under nondisclosure agreements); or
• infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
All Licensed Products provided or offered are provided or offered on an “as-is”, “as-available” basis, without representation or warranty of any kind by Nuviso, either expressed or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, noninfringement, condition of title, fitness or suitability for a particular purpose. Neither Nuviso nor anyone person associate with Nuviso makes any warranty or representation with respect to the security, reliability, quality, accuracy, completeness, availability or correctness of any Licensed Product, content or information sold or provided through the Site. Without limiting the foregoing, neither Nuviso nor anyone associated with Nuviso represents or warrants that the Site, Licensed Product, or items obtained through the Site will be accurate, reliable, error free or uninterrupted, that defects will be corrected, that the Site, Licensed Product or the server that makes them available are free of viruses or other harmful components or that the Site or the Licensed Product or items obtained through the Site will otherwise meet your needs or expectations.
Limitation of Liability.
In no event shall Nuviso or any of its officers, employees, affiliates, or agents be liable to you or anyone else for any direct, special, consequential, indirect, cover, punitive, incidental or other damages (including, without limitation, lost profits, lost sales, or lost business) directly or indirectly related to or arising out of your use, or inability to use, the Site or the Licensed Product, or any transaction entered hereunder, whether in contract, tort or otherwise, even if Nuviso or one of its officers, employees, affiliates or agents has been advised of the possibility of such damages. Nuviso’s total liability for any claim under this Agreement form any and all causes shall be limited to and shall not exceed the amount of fees actually paid by User to Nuviso during the one-year period prior to the cause of such claim. Any action under this Agreement must be commenced within one (1) year after such cause of action accrues.
Users agree to defend, indemnify and hold harmless Nuviso, 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 Site or the Licensed Product, including, but not limited to, any use of the Site’s Content, Documents, services and products other than as expressly authorized in these Terms or use of any information obtained from the Site.
This Agreement is effective until terminated. Nuviso may terminate or suspend this Agreement immediately if in Nuviso’ sole judgment User breaches any of the terms and conditions of this Agreement. Upon termination, User shall promptly (i) cease using the Licensed Product; (ii) return all copies of the Licensed Product in its possession or control and, to the extent applicable, remove and purge all electronically stored copies and portions of copies of the Licensed Products; and (iii) pay all outstanding invoices or amounts owing to Nuviso. All provisions of this Agreement which by their nature should survive termination shall survive termination, including without limitation those relating to payment, disclaimers, limitation of liability, confidentiality, and Nuviso’ proprietary rights.
This Agreement constitutes the entire, final and exclusive agreement between the parties and supersedes any and all other prior or contemporaneous oral or written representations or agreements between the parties relating to the subject matter hereof. No amendments or modifications of this Agreement may be made except as set forth in the Agreement and Amendments section below or in a writing, signed by both parties. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
User shall have no right to assign this Agreement or any of User’s obligations hereunder. Nuviso may assign this Agreement and any of its rights hereunder to third parties.
The failure by any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right.
Every provision of this Agreement is intended to be severable. If any section of this Agreement is found to be invalid or unenforceable, then such section will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the section will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.
This Agreement is governed by the laws of the State of California, without regard to its choice of law provisions. The parties agree that any dispute involving Nuviso related to this Agreement, the Site or Licensed Product that cannot be settled by good faith negotiation shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. The location of the arbitration shall be California, USA The decision of the arbitrator shall be legally binding and shall be enforceable in any court of competent jurisdiction.
This Agreement does not designate either party as the agent, employee, legal representative, partner or joint venturer of the other party for any purpose whatsoever.
Agreement and Amendments
By completing the registration process, and using the Site or Licensed Product, you are agreeing to all of the terms in this User’s Agreement. You may print and keep a copy of this Agreement.