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:
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.
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.
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.
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.
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.
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.