Nuffsaid reserves the right to update and modify this Agreement at any time without notice. New features that may be added to the Platform or Services shall be subject to the Agreement. Your continued use of the Services after any such modifications have been made shall constitute your consent to such modifications.
Access to the Services is provided as a subscription with a designated number of administrative account licenses that can utilize the Services (“Licenses”). The number of Licenses and other features shall be specified in an applicable Statement of Work (“SOW). Nuffsaid shall provide you a limited right to access and use the Services as detailed in a SOW. SOWs shall specify: (i) the specific Services to be furnished by Nuffsaid; (ii) the performance schedule relating to such Services; (iii) the applicable fees and payment terms related thereto; and (iv) other applicable terms and conditions.
In accessing the Platform and utilizing the Services you hereby agree to provide accurate information while registering your account:
You are a human. Accounts registered by “bots” or other automated methods are not permitted. The information provided to register your account, including your name, e-mail address and other information required upon registration is valid and accurate. You are responsible for maintaining the privacy and security of your account. Nuffsaid will not be held liable for any damage or loss that may result from your failure to protect your password or login information. Nuffsaid may communicate with you via email, in-app or push notifications regarding your account, system updates, or other issues related to your account. You are responsible for all content and activity that occurs under your account. You may not use Nuffsaid for any illegal or unauthorized purpose.
A valid credit card is required for paying accounts. The Service is billed in advance in accordance with our pricing schedule and all payments are nonrefundable. There will be no refunds or credits for partial months of service, or any unused resources at the end of your subscription term (if applicable).
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay for any such taxes that might be applicable to your use of the Services and payments made by you herein.
Modifications to the Service and Fees
Nuffsaid reserves the right to modify, suspend, or discontinue the Service at any time for any reason with or without notice. Unless otherwise noted in an applicable Statement of Work, Nuffsaid reserves the right to modify the fees for Services upon 30 days prior written notice.
Cancellation and Termination
You alone are responsible for properly cancelling your Account. Any cancellation of your Account will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. This information cannot be recovered from Nuffsaid once your account is cancelled.
Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Your use of Service, may be referred to appropriate law enforcement authorities. Nuffsaid shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
Copyright and Ownership
You acknowledges that Nuffsaid’s platform and Services may contain trade secrets of Nuffsaid and its licensors, and, in order to protect such trade secrets and other interests that Nuffsaid and its licensors may have in the Platform or Services, You agree not to reverse engineer, decompile or disassemble the Platform or Services. In addition, You agrees not to: (i) sell or sublicense the Platform or Services; (ii) modify the Platform or Servides; (iii) distribute or copy the Platform or Services in whole or in part; (iv) use the Platform or Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement; (v) access or use any areas of the Platform or Services for which Nuffsaid has not granted Client authorization; or (vi) encourage, authorize, or enable anyone to do any of the foregoing.
Nuffsaid claims no intellectual property rights over the Content you upload or provide to the Service.
Warranty and Warranty Disclaimer
Nuffsaid represents and warrants that the Services provided by Nuffsaid, if any, shall be provided in a professional and workmanlike manner. Nuffsaid’s sole and exclusive liability for any breach of the above warranty shall be limited to re-performance of the Services at no additional cost to You. Nuffsaid also hereby represents and warrants that (a) Nuffsaid has full power and authority to enter into the Agreement and this Agreement will constitute a valid and binding obligation of Nuffsaid; and (b) Nuffsaid’s execution of the Agreement does not violate any other agreement to which Nuffsaid is subject.
You hereby represent and warrants that: (a) You have full power and authority to enter into the Agreement and the terms of conditions of this Agreement will constitute Your valid and binding obligation; (b) You will use the Platform and Services in compliance with all applicable laws, rules and regulations (including, but not limited to, applicable privacy laws and regulations); Your execution of this Agreement does not violate any other agreement to which You are subject; (d) You will use the Platform and Services for legal purposes only; and (e) You will not use the Platform and Services for the purpose of distributing computer viruses, malware, spyware or similar items.
OTHER THAN AS SET FORTH IN THIS AGREEMENT, NUFFSAID EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE PLATFORM AND/OR SERVICES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability and Waiver of Consequential Damages
Nuffsaid and its affiliates and its sponsors are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages arising out of or relating in any way to your use of the Service. Your sole remedy for dissatisfaction with the Service is to stop using the Service.
To the extent that Nuffsaid processes any personal data that is subject to the General Data Protection Regulation (or GDPR), on your behalf, in the provision of the Services, the terms of the Nuffsaid Data Processing Addendum at Exhibit 1 shall apply.
If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.
The failure of Nuffsaid to exercise any right provided for herein shall not be deemed a waiver of any right hereunder. This Agreement sets forth the entire understanding between you and Nuffsaid as to the Service and supersedes any prior agreements between you and Nuffsaid.
Assignment. Neither party may assign this Agreement without the other party’s prior written consent except in the event of a merger, acquisition or sale of substantially all of an assigning party’s assets. Any attempt to assign this Agreement other than as permitted above will be null and void.
Registration. To obtain access to the Platform or Services, You may be required to obtain an account with Nuffsaid by completing a registration form and designating a user ID and password. When registering with Nuffsaid, you must: (a) provide true, accurate, current and complete information, and (b) maintain and promptly update the registration data to keep it true, accurate, current and complete. By registering with Nuffsaid, You agree that Nuffsaid may send You communications or data regarding the Platform or Services, including but not limited to promotional information and materials regarding Nuffsaid’s products and services, via electronic mail.
Notices. Notice shall be deemed given upon receipt via e-mail, personal delivery, delivery by a nationally recognized overnight delivery service (e.g., FedEx), or postage prepaid by certified or registered mail, return receipt requested. Notices to Nuffsaid will be sent to: 4005 Miranda Ave, Suite 150-C, Palo Alto, CA 94304, Attention: Security Team. Notices to Customer will be sent to the address appearing on the applicable SOW, or to the email address used to register Your account.
Governing Law. The Agreement shall be governed by and construed under the laws of the State of California without regard to the conflicts of law provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The parties hereby submit to the exclusive jurisdiction and venue in the United States District Court for the District of Northern California or in the state courts with competent jurisdiction located in Santa Clara, California, and agree to have any action or proceeding between the parties or their successors, or upon, concerning, or related to this Agreement, any Order(s), the Terms and Conditions or any other agreement, transaction or dealing between the parties, heard by a judge of such courts. Accordingly, the parties waive their right to trial by jury in any such action or proceeding.
No Agency. The parties to this Agreement are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency, or joint venture.
Waiver. No failure or delay by any party in exercising any right, power, or remedy under the Agreement, except as specifically provided herein, shall operate as any waiver of any such right, power, or remedy.
Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
Force Majeure. Nuffsaid will not be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, war, acts of terrorism, riot, failure of electrical, Internet, co-location or telecommunications service, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or fuel crises.
Publicity. You agree that Nuffsaid may use Your company name and logo on Nuffsaid’s client lists and on Nuffsaid’s Platform, website, and marketing materials.
Entire Agreement. This Agreement constitutes the complete and exclusive agreement between You and Nuffsaid with respect to the subject matter hereof and supersedes any prior communications (both written and oral) regarding such subject matter. Nuffsaid expressly objects to any additional or conflicting terms proposed by You in a purchase order or otherwise. This Agreement may only be modified or amended by a written amendment executed by both parties.