02
Access to the Site
Subject to these Terms. Company grants you a non-transferable,
non-exclusive, revocable, limited license to access the Site solely for your own
personal, noncommercial use.
Certain Restrictions. The rights approved to you in these Terms are
subject to the following restrictions: (a) you shall not sell, rent, lease, transfer,
assign, distribute, host, or otherwise commercially exploit the Site; (b) you shall
not change, make derivative works of, disassemble, reverse compile or reverse engineer
any part of the Site; (c) you shall not access the Site in order to build a similar
or competitive website; and (d) except as expressly stated herein, no part of the Site
may be copied, reproduced, distributed, republished, downloaded, displayed, posted or
transmitted in any form or by any means unless otherwise indicated, any future release,
update, or other addition to functionality of the Site shall be subject to these Terms.
All copyright and other proprietary notices on the Site must be retained on all copies
thereof.
Company reserves the right to change, suspend, or cease the Site with or without notice
to you. You approved that Company will not be held liable to you or any third-party for
any change, interruption, or termination of the Site or any part.
No Support or Maintenance. You agree that Company will have no
obligation to provide you with any support in connection with the Site.
Excluding any User Content that you may provide, you are aware that all the intellectual
property rights, including copyrights, patents, trademarks, and trade secrets, in the
Site and its content are owned by Company or Company’s suppliers. Note that these Terms
and access to the Site do not give you any rights, title or interest in or to any
intellectual property rights, except for the limited access rights expressed in
Section 2.1. Company and its suppliers reserve all rights not granted in these Terms.
03
User Content
User Content. "User Content" means any and all information and content
that a user submits to the Site. You are exclusively responsible for your User Content.
You bear all risks associated with use of your User Content. You hereby certify that
your User Content does not violate our Acceptable Use Policy. You may not represent or
imply to others that your User Content is in any way provided, sponsored or endorsed
by Company. Because you alone are responsible for your User Content, you may expose
yourself to liability. Company is not obliged to backup any User Content that you post;
also, your User Content may be deleted at any time without prior notice to you. You are
solely responsible for making your own backup copies of your User Content if you desire.
You hereby grant to Company an irreversible, nonexclusive, royalty-free and fully paid,
worldwide license to reproduce, distribute, publicly display and perform, prepare
derivative works of, incorporate into other works, and otherwise use and exploit your
User Content, and to grant sublicenses of the foregoing rights, solely for the purposes
of including your User Content in the Site. You hereby irreversibly waive any claims and
assertions of moral rights or attribution with respect to your User Content.
Acceptable Use Policy. The following terms constitute our "Acceptable
Use Policy": You agree not to use the Site to collect, upload, transmit, display, or
distribute any User Content (i) that violates any third-party right or any intellectual
property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious,
threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false,
intentionally misleading, trade libelous, pornographic, obscene, patently offensive,
promotes racism, bigotry, hatred, or physical harm of any kind against any group or
individual; (iii) that is harmful to minors in any way; or (iv) that is in violation
of any law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit, or distribute to or through the
Site any software intended to damage or alter a computer system or data; (ii) send
through the Site unsolicited or unauthorized advertising, promotional materials, junk
mail, spam, chain letters, pyramid schemes, or any other form of duplicative or
unsolicited messages; (iii) use the Site to harvest, collect, gather or assemble
information or data regarding other users without their consent; (iv) interfere with,
disrupt, or create an undue burden on servers or networks connected to the Site, or
violate the regulations, policies or procedures of such networks; (v) attempt to gain
unauthorized access to the Site, whether through password mining or any other means;
(vi) harass or interfere with any other user’s use and enjoyment of the Site; or
(vi) use software or automated agents or scripts to produce multiple accounts on the
Site, or to generate automated searches, requests, or queries to the Site.
We reserve the right to review any User Content, and to investigate and/or take
appropriate action against you in our sole discretion if you violate the Acceptable
Use Policy or any other provision of these Terms or otherwise create liability for us
or any other person. Such action may include removing or modifying your User Content,
terminating your Account in accordance with Section 8, and/or reporting you to law
enforcement authorities.
If you provide Company with any feedback or suggestions regarding the Site, you hereby
assign to Company all rights in such Feedback and agree that Company shall have the
right to use and fully exploit such Feedback and related information in any manner it
believes appropriate. Company will treat any Feedback you provide to Company as
non-confidential and non-proprietary.
You agree to indemnify and hold Company and its officers, employees, and agents harmless,
including costs and attorneys’ fees, from any claim or demand made by any third-party
due to or arising out of (a) your use of the Site, (b) your violation of these Terms,
(c) your violation of applicable laws or regulations or (d) your User Content. Company
reserves the right to assume the exclusive defense and control of any matter for which
you are required to indemnify us, and you agree to cooperate with our defense of these
claims. You agree not to settle any matter without the prior written consent of Company.
Company will use reasonable efforts to notify you of any such claim, action or proceeding
upon becoming aware of it.
04
Third-Party Links & Ads; Other Users
Third-Party Links & Ads. The Site may contain links to third-party
websites and services, and/or display advertisements for third-parties. Such Third-Party
Links & Ads are not under the control of Company, and Company is not responsible for
any Third-Party Links & Ads. Company provides access to these Third-Party Links &
Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant,
or make any representations with respect to Third-Party Links & Ads. You use all
Third-Party Links & Ads at your own risk, and should apply a suitable level of caution
and discretion in doing so. When you click on any of the Third-Party Links & Ads, the
applicable third party’s terms and policies apply, including the third party’s privacy
and data gathering practices.
Other Users. Each Site user is solely responsible for any and all of its
own User Content. Because we do not control User Content, you acknowledge and agree that
we are not responsible for any User Content, whether provided by you or by others. You
agree that Company will not be responsible for any loss or damage incurred as the result
of any such interactions. If there is a dispute between you and any Site user, we are
under no obligation to become involved.
You hereby release and forever discharge the Company and our officers, employees, agents,
successors, and assigns from, and hereby waive and relinquish, each and every past,
present and future dispute, claim, controversy, demand, right, obligation, liability,
action and cause of action of every kind and nature, that has arisen or arises directly
or indirectly out of, or that relates directly or indirectly to, the Site. If you are a
California resident, you hereby waive California civil code section 1542 in connection
with the foregoing, which states: "a general release does not extend to claims which the
creditor does not know or suspect to exist in his or her favor at the time of executing
the release, which if known by him or her must have materially affected his or her
settlement with the debtor."
Cookies and Web Beacons. Like any other website, Nexa Insights uses ‘cookies’. These
cookies are used to store information including visitors’ preferences, and the pages on
the website that the visitor accessed or visited. The information is used to optimize
the users’ experience by customizing our web page content based on visitors’ browser
type and/or other information.
05
Disclaimers
The site is provided on an "as-is" and "as available" basis, and company and our
suppliers expressly disclaim any and all warranties and conditions of any kind, whether
express, implied, or statutory, including all warranties or conditions of merchantability,
fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement.
We and our suppliers make not guarantee that the site will meet your requirements, will
be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate,
reliable, free of viruses or other harmful code, complete, legal, or safe. If applicable
law requires any warranties with respect to the site, all such warranties are limited in
duration to ninety (90) days from the date of first use.
Some jurisdictions do not allow the exclusion of implied warranties, so the above
exclusion may not apply to you. Some jurisdictions do not allow limitations on how long
an implied warranty lasts, so the above limitation may not apply to you.
06
Limitation on Liability
To the maximum extent permitted by law, in no event shall company or our suppliers be
liable to you or any third-party for any lost profits, lost data, costs of procurement
of substitute products, or any indirect, consequential, exemplary, incidental, special
or punitive damages arising from or relating to these terms or your use of, or incapability
to use the site even if company has been advised of the possibility of such damages.
Access to and use of the site is at your own discretion and risk, and you will be solely
responsible for any damage to your device or computer system, or loss of data resulting
therefrom.
To the maximum extent permitted by law, notwithstanding anything to the contrary
contained herein, our liability to you for any damages arising from or related to this
agreement, will at all times be limited to a maximum of fifty U.S. dollars (u.s. $50).
The existence of more than one claim will not enlarge this limit. You agree that our
suppliers will have no liability of any kind arising from or relating to this agreement.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental
or consequential damages, so the above limitation or exclusion may not apply to you.
Term and Termination. Subject to this Section, these Terms will remain
in full force and effect while you use the Site. We may suspend or terminate your rights
to use the Site at any time for any reason at our sole discretion, including for any use
of the Site in violation of these Terms. Upon termination of your rights under these
Terms, your Account and right to access and use the Site will terminate immediately.
You understand that any termination of your Account may involve deletion of your User
Content associated with your Account from our live databases. Company will not have any
liability whatsoever to you for any termination of your rights under these Terms. Even
after your rights under these Terms are terminated, the following provisions of these
Terms will remain in effect: Sections 2 through 2.5, Section 3 and Sections 4 through 10.
07
Copyright Policy
Company respects the intellectual property of others and asks that users of our Site do
the same. In connection with our Site, we have adopted and implemented a policy respecting
copyright law that provides for the removal of any infringing materials and for the
termination of users of our online Site who are repeated infringers of intellectual
property rights, including copyrights. If you believe that one of our users is, through
the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have
the allegedly infringing material removed, the following information in the form of a
written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated
Copyright Agent:
Your physical or electronic signature;
Identification of the copyrighted work(s) that you claim to have been infringed;
Identification of the material on our services that you claim is infringing and that you request us to remove;
Sufficient information to permit us to locate such material;
Your address, telephone number, and e-mail address;
A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact
in a written notification automatically subjects the complaining party to liability for
any damages, costs and attorney’s fees incurred by us in connection with the written
notification and allegation of copyright infringement.
08
General
These Terms are subject to occasional revision, and if we make any substantial changes,
we may notify you by sending you an e-mail to the last e-mail address you provided to us
and/or by prominently posting notice of the changes on our Site. You are responsible for
providing us with your most current e-mail address. In the event that the last e-mail
address that you have provided us is not valid our dispatch of the e-mail containing such
notice will nonetheless constitute effective notice of the changes described in the
notice. Any changes to these Terms will be effective upon the earliest of thirty (30)
calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar
days following our posting of notice of the changes on our Site. These changes will be
effective immediately for new users of our Site. Continued use of our Site following
notice of such changes shall indicate your acknowledgement of such changes and agreement
to be bound by the terms and conditions of such changes. Dispute Resolution. Please read
this Arbitration Agreement carefully. It is part of your contract with Company and affects
your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION
WAIVER.
Applicability of Arbitration Agreement
All claims and disputes in connection with the Terms or the use of any product or
service provided by the Company that cannot be resolved informally or in small claims
court shall be resolved by binding arbitration on an individual basis under the terms
of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings
shall be held in English. This Arbitration Agreement applies to you and the Company,
and to any subsidiaries, affiliates, agents, employees, predecessors in interest,
successors, and assigns, as well as all authorized or unauthorized users or
beneficiaries of services or goods provided under the Terms.
Notice Requirement and Informal Dispute Resolution
Before either party may seek arbitration, the party must first send to the other party
a written Notice of Dispute describing the nature and basis of the claim or dispute,
and the requested relief. A Notice to the Company should be sent to: 9901 Monticello
Rd. Lenexa, KS 66227. After the Notice is received, you and the Company may attempt to
resolve the claim or dispute informally. If you and the Company do not resolve the
claim or dispute within thirty (30) days after the Notice is received, either party
may begin an arbitration proceeding. The amount of any settlement offer made by any
party may not be disclosed to the arbitrator until after the arbitrator has determined
the amount of the award to which either party is entitled.
Arbitration Rules
Arbitration shall be initiated through the American Arbitration Association, an
established alternative dispute resolution provider that offers arbitration as set
forth in this section. If AAA is not available to arbitrate, the parties shall agree
to select an alternative ADR Provider. The rules of the ADR Provider shall govern all
aspects of the arbitration except to the extent such rules are in conflict with the
Terms. The AAA Consumer Arbitration Rules governing the arbitration are available
online at adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be
conducted by a single, neutral arbitrator. Any claims or disputes where the total
amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00)
may be resolved through binding non-appearance-based arbitration, at the option of
the party seeking relief. For claims or disputes where the total amount of the award
sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing
will be determined by the Arbitration Rules. Any hearing will be held in a location
within 100 miles of your residence, unless you reside outside of the United States,
and unless the parties agree otherwise. If you reside outside of the U.S., the
arbitrator shall give the parties reasonable notice of the date, time and place of
any oral hearings. Any judgment on the award rendered by the arbitrator may be entered
in any court of competent jurisdiction. If the arbitrator grants you an award that
is greater than the last settlement offer that the Company made to you prior to the
initiation of arbitration, the Company will pay you the greater of the award or
$2,500.00. Each party shall bear its own costs and disbursements arising out of the
arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
Additional Rules for Non-Appearance Based Arbitration
If non-appearance based arbitration is elected, the arbitration shall be conducted
by telephone, online and/or based solely on written submissions; the specific manner
shall be chosen by the party initiating the arbitration. The arbitration shall not
involve any personal appearance by the parties or witnesses unless otherwise agreed
by the parties.
Time Limits
If you or the Company pursues arbitration, the arbitration action must be initiated
and/or demanded within the statute of limitations and within any deadline imposed
under the AAA Rules for the pertinent claim.
Authority of Arbitrator
If arbitration is initiated, the arbitrator will decide the rights and liabilities
of you and the Company, and the dispute will not be consolidated with any other
matters or joined with any other cases or parties. The arbitrator shall have the
authority to grant motions dispositive of all or part of any claim. The arbitrator
shall have the authority to award monetary damages, and to grant any non-monetary
remedy or relief available to an individual under applicable law, the AAA Rules,
and the Terms. The arbitrator shall issue a written award and statement of decision
describing the essential findings and conclusions on which the award is based. The
arbitrator has the same authority to award relief on an individual basis that a judge
in a court of law would have. The award of the arbitrator is final and binding upon
you and the Company.
Waiver of Jury Trial
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT
AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and
disputes shall be resolved by arbitration under this Arbitration Agreement.
Arbitration procedures are typically more limited, more efficient and less expensive
than rules applicable in a court and are subject to very limited review by a court.
In the event any litigation should arise between you and the Company in any state or
federal court in a suit to vacate or enforce an arbitration award or otherwise,
YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the
dispute be resolved by a judge.
Waiver of Class or Consolidated Actions
All claims and disputes within the scope of this arbitration agreement must be
arbitrated or litigated on an individual basis and not on a class basis, and claims
of more than one customer or user cannot be arbitrated or litigated jointly or
consolidated with those of any other customer or user.
Confidentiality
All aspects of the arbitration proceeding shall be strictly confidential. The parties
agree to maintain confidentiality unless otherwise required by law. This paragraph
shall not prevent a party from submitting to a court of law any information necessary
to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or
equitable relief.
Severability
If any part or parts of this Arbitration Agreement are found under the law to be
invalid or unenforceable by a court of competent jurisdiction, then such specific
part or parts shall be of no force and effect and shall be severed and the remainder
of the Agreement shall continue in full force and effect.
Right to Waive
Any or all of the rights and limitations set forth in this Arbitration Agreement may
be waived by the party against whom the claim is asserted. Such waiver shall not waive
or affect any other portion of this Arbitration Agreement.
Survival of Agreement
This Arbitration Agreement will survive the termination of your relationship with
Company.
Small Claims Court
Nonetheless the foregoing, either you or the Company may bring an individual action
in small claims court.
Emergency Equitable Relief
Anyhow the foregoing, either party may seek emergency equitable relief before a state
or federal court in order to maintain the status quo pending arbitration. A request
for interim measures shall not be deemed a waiver of any other rights or obligations
under this Arbitration Agreement.
Claims Not Subject to Arbitration
Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud
and Abuse Act, and infringement or misappropriation of the other party’s patent,
copyright, trademark or trade secrets shall not be subject to this Arbitration
Agreement.
In any circumstances where the foregoing Arbitration Agreement permits the parties to
litigate in court, the parties hereby agree to submit to the personal jurisdiction of
the courts located within Johnson County, Kansas for such purposes.
The Site may be subject to U.S. export control laws and may be subject to export or
import regulations in other countries. You agree not to export, re-export, or transfer,
directly or indirectly, any U.S. technical data acquired from Company, or any products
utilizing such data, in violation of the United States export laws or regulations.
Company is located at the address in Section 10.8. If you are a California resident,
you may report complaints to the Complaint Assistance Unit of the Division of Consumer
Product of the California Department of Consumer Affairs by contacting them in writing
at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Electronic Communications
The communications between you and Company use electronic means, whether you use the
Site or send us emails, or whether Company posts notices on the Site or communicates
with you via email. For contractual purposes, you (a) consent to receive communications
from Company in an electronic form; and (b) agree that all terms and conditions,
agreements, notices, disclosures, and other communications that Company provides to
you electronically satisfy any legal obligation that such communications would satisfy
if it were be in a hard copy writing.
Entire Terms
These Terms constitute the entire agreement between you and us regarding the use of
the Site. Our failure to exercise or enforce any right or provision of these Terms
shall not operate as a waiver of such right or provision. The section titles in these
Terms are for convenience only and have no legal or contractual effect. The word
"including" means "including without limitation". If any provision of these Terms is
held to be invalid or unenforceable, the other provisions of these Terms will be
unimpaired and the invalid or unenforceable provision will be deemed modified so that
it is valid and enforceable to the maximum extent permitted by law. Your relationship
to Company is that of an independent contractor, and neither party is an agent or
partner of the other. These Terms, and your rights and obligations herein, may not be
assigned, subcontracted, delegated, or otherwise transferred by you without Company’s
prior written consent, and any attempted assignment, subcontract, delegation, or
transfer in violation of the foregoing will be null and void. Company may freely
assign these Terms. The terms and conditions set forth in these Terms shall be binding
upon assignees.
Copyright/Trademark Information
Copyright ©. All rights reserved. All trademarks, logos and service marks displayed
on the Site are our property or the property of other third-parties. You are not
permitted to use these Marks without our prior written consent or the consent of such
third party which may own the Marks.