Last updated: February 28, 2020
1.1 Choice of Law. Your relationship is with Nureva Inc., an Alberta Corporation, and you agree to be bound by the laws of Alberta and the laws of Canada applicable therein.
1.3 Nureva may change the Terms at its sole discretion. If we change the Terms, then we will make a new copy available at https://www.nureva.com/nureva-console-terms-of-service. Your use of the Software and Services is subject to the most current version of the Terms at the time of such use.
In addition to the capitalized terms defined above, unless otherwise defined, capitalized terms used throughout these General Terms have the meanings stated below:
2.1 “Account Information” means the information you provide to Nureva when you register for a Service, or use Nureva Software, including your Nureva ID and log-in information, and the information that Nureva associates with your use of the Software or Service, including subscriber name and contact information, user name, device identification and IP address.
2.2 “Embargoed Country” has the meaning specified in Section 18.
2.3 “Export Laws” has the meaning specified in Section 18.
2.4 “Feedback” has the meaning specified in Section 14.1.
2.5 “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, and any other intellectual and proprietary rights.
2.6 “Law” means any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction, such as any laws regarding the export of data or software to and from the United States or other applicable countries.
2.7 “Linked Sites” has the meaning specified in Section 15.
2.8 “Marks” means the trademarks, logos and service marks displayed on or in connection with any Software or Services.
2.9 “Nureva Console Service” means the cloud based administrative portal used to setup, configure, monitor and manage Nureva audio conferencing systems.
2.10 “Nureva Console Client” means the Nureva Software installed on a computer that is used for the initial setup and configuration of Nureva audio conferencing systems and thereafter provides for ongoing connection between the Nureva audio conferencing systems and the Nureva Console Service.
2.11 “Prohibited Use” has the meaning specified in Section 18.
2.12 “Sanctioned Party” has the meaning specified in Section 18.
2.13 “Service” means any functionality or service provided by any of the Site, the Software or any Nureva Console Service, and collectively “Services.”
2.14 “Site” means any Nureva website which relates to or is connected to the Nureva Console Services.
2.15 “Software” means Nureva software code, interfaces, content, data and associated documentation, including without limitation any mobile and tablet applications, web application, and applications related to the Services, content files, drivers, patches, or fonts. Software includes, without limitation, the Nureva Console.
2.16 “User” means a user of the Software or a Service.
2.17 “You” or “you” means you the individual User, and includes the corporation, company, partnership, trust, or any other entity on whose behalf you are purporting to act with respect to the use of any Nureva Software or Service.
In addition, the terms “affiliates” and “subsidiaries” have the meanings given them under Alberta corporate law.
3.1 If you are purporting to act on behalf of a corporation, company, partnership, trust or other incorporated or unincorporated entity, you hereby represent to Nureva Inc. that you are duly authorized to act on its behalf and it has the power and capacity to enter into this agreement with Nureva Inc. and this agreement shall be binding upon it.
3.2 You may not use the Software or the Services if you do not agree to the Terms. You may accept the Terms (a) by selecting “I agree” to these Terms, (b) by using the Software and Services in any way, or (c) by merely browsing the Services or using the Software.
3.3 You may not use the Software or Services if (a) you are prohibited by Law from receiving or using the Software or Services, (b) you are not fully able and competent to enter into a binding contract with Nureva, such as if you are not of legal age or have not obtained parental consent. In particular, unless expressly stated otherwise in the Additional Terms for any given Software or Service, you affirm that you are over the age of 18 and acknowledge that the Software and these Services were not intended for children under 18.
3.4 Nureva may require you to provide consent to the updated Terms before further use of the Software or Services is permitted. In any event, your continued use of any Software or Service constitutes your acceptance of the changes.
3.5 Software Licenses: Subject to the provisions of these Terms, you are granted the following software licenses:
a) Nureva Console Client: As a user, you are granted a personal, worldwide, revocable, limited, non-transferable, non-sublicensable, non-assignable, non-exclusive license to use the Nureva Console Client solely to access and use the Nureva Services to setup, configure, monitor and manage Nureva audio conferencing systems and for no other purpose.
The Software and any part thereof is licensed and not sold to you. The licenses granted in this Agreement do not grant you any right to use Nureva proprietary interfaces and other Nureva intellectual property in the design, development, manufacture, licensing, or distribution of their proprietary devices and accessories, or third-party software application for use with the Software or Nureva-branded hardware.
You may not, and you agree not to enable others to, copy (except as expressly permitted by the Terms), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify or create derivative works of the Software or any Service or any part of the foregoing (except as and only to the extent as may be permitted by licensing terms governing use of the open-sourced components that may be included with the Software).
The Software may periodically check with Nureva for updates to the Software. If an update is available, the update may automatically download and install on your computing device. By using the Software, you agree that Nureva may download and install such automatic updates. In addition, in our continuing endeavors to improve our Software, Services and User experience, we may capture information to help us address errors, flaws, failures or faults that cause our Software or Services to produce an incorrect or unexpected result, or to behave in unintended ways. That captured information may include user names, IP addresses, dates, device types and operating systems and other software. By using the Software and Services, you agree that Nureva may capture such information.
4.2 Security. You acknowledge and agree that applications, systems and data which are made available over the Internet are inherently insecure against motivated individuals and Nureva has no obligation or liability to you for any unauthorized access to your information and data.
5.1 Software, Services and Nureva Materials. The Software and Services are protected by Intellectual Property Rights. Except as expressly provided in the Terms, Nureva and its licensors do not grant any express or implied rights to use the Software and Services. All rights, title, and interest in the Software and Services in all languages, formats, and media throughout the world, are and will continue to be the exclusive property of Nureva and/or its licensors and nothing in the Terms shall be construed to confer any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to you or any third party.
5.2 Trademarks. The Marks are the property of Nureva or other rights holders. You are not permitted to use the Marks without the prior consent of Nureva or the rights holder. Nureva and the Nureva logo are trademarks of Nureva Inc. For a current list of Nureva’s Marks, as well as certain third-party Marks, please refer to the posted trademark information at http://www.nureva.com/trademarks.
6.1 If you comply with the Terms, Nureva grants to you a non-exclusive, non-transferable, revocable right to access and use the Services and the Software subject to the restrictions stated in this Section.
6.2 You agree:
a) Not to lease, license, rent, or sell the right to use and access the Services;
b) Not to copy or imitate part or all of the design, layout, or look-and-feel of the Service, which are protected by Intellectual Property Rights;
c) To use the Services and the Software only as permitted by the Terms and any Law; and
d) That certain Services and Software may be available only if you have paid a fee or have provided certain Account Information.
6.3 Nureva uses reasonable efforts to make the Services available 24 hours a day, 7 days a week. However, there will be occasions when a Service will be interrupted for maintenance, upgrades and repairs, or as a result of failure of telecommunications links and equipment that are beyond our control. Also, a Service may become unavailable because of an error or a defect in the Software or Service or any hardware, software, system or service on which a Service relies. Nureva will take reasonable steps to minimize such disruption, to the extent it is within our reasonable control, but Nureva will not have any liability for any disruption of a Service. The Services are available in the English language only.
6.4 Nureva may modify or discontinue, temporarily or permanently, the Services or Software, or any portion thereof, with or without notice. You agree that Nureva shall not be liable to you or anyone else if we do so.
6.5 Payment Terms.
a) Subscription Fees. The Services require a subscription in order to access all or part of such Services. Subscription Fees are non-refundable, except as otherwise stated in specific subscription terms applicable to a Service. Subscription Fees may change at the end of your subscription period.
b) You are responsible for paying all taxes levied in connection with your use of the Services. Your credit card company or bank may impose on you other fees, such as foreign exchange fees, in connection with your payment of the Subscription Fees. Your ability to access the Services may require payment of third-party fees (such as telephone toll charges, mobile carrier fees, ISP, data plan, etc.). Nureva has no connection to or responsibility for any such taxes or fees.
c) Collection of Subscription Fee. You agree that, in the event Nureva is unable to collect the Subscription Fees owed by you to Nureva for the Services, Nureva may take the steps it deems necessary to collect such Subscription Fees from you and that you will be responsible for all costs and expenses incurred by Nureva in connection with such collection activity.
7.1 You agree that the Account Information provided or to be provided by you will always be complete, accurate, and up-to-date. You may not let any other Person have access to your account. It is your responsibility to keep your account password or log-in credentials confidential at all times, and you are solely responsible to Nureva for all activity that occurs via your Account. If you become aware of any unauthorized use of your account or Account Information, or any other breach of security, you agree to promptly notify Nureva by contacting Support at http://support.nureva.com. Nureva may require that you change your Account Information or certain parts of your Account Information at any time for any reason. Unless Nureva expressly allows you the right to create and manage Nureva IDs as an account administrator for a company or unless expressly permitted in the Additional Terms, you may not use another person’s Account Information.
8.1 You agree not to access or attempt to access the Services by any means other than the Software or interface provided by Nureva or circumvent any access or use restrictions put into place to prevent certain uses of the Services.
8.2 You agree not to use, or to encourage or permit others to use the Services or Software to:
a) Share any material that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, child pornographic, lewd, profane, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
b) Stalk, intimidate, and/or harass another;
c) Incite others to commit violence;
d) Harm minors in any way;
e) Share any material that you do not have a right to share under any Law or contractual or fiduciary relationship;
f) share any material that infringes any Intellectual Property Right or other proprietary right of any party;
g) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
h) Mislead a User into believing that they are interacting directly with Nureva or any Service;
i) Use any Nureva domain name as a pseudonymous return email address;
j) Share any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
k) In any manner, damage, disable, overburden, or impair any Nureva server or the networks connected to any Nureva server;
l) Intentionally or unintentionally interfere with or disrupt the Services or violate any applicable Laws related to the access to or use of the Services, violate any requirements, procedures, policies, or regulations of networks connected to the Services, or engage in any activity prohibited by the Terms;
m) Disrupt or interfere with the security of, or otherwise cause harm to, the Services, Software, systems resources, accounts, passwords, servers, or networks connected to or accessible through the Services or any affiliated or linked sites;
n) Disrupt, interfere with, or inhibit any other User from using and enjoying the Services or Software, or other affiliated or linked sites, Services, or Software;
o) Access or attempt to access any Service or Software that you are not authorized to access or through any means not intentionally made available through the Services;
p) Market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by Nureva;
q) Reproduce, sell, trade, resell , provide access to or exploit for any commercial purpose, any portion of the Software or Services;
r) Use any data mining, robots, or similar data gathering and extraction methods in connection with the Software or Services;
s) Defraud, defame, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
9.1 Any Software made available via the Services or through third-party marketplaces or stores is governed by the terms hereof or of the applicable Additional Terms or the license agreement referenced in the Software. If there is any conflict between the Terms and the license agreement provided with such Software, then the license agreement provided with the Software shall take precedence in relation to that Software.
9.2 Nureva may provide mobile and tablet applications through third parties that interact with the Services and Nureva products. You are responsible for obtaining and maintaining any equipment or ancillary services needed to access mobile and tablet applications and you are responsible for all applicable taxes and fees incurred while accessing such applications (such as fees from your mobile carrier, overage charges, etc.)
9.3 If no license agreement accompanies the Software that is available for download, the download and use of such Software will be governed by the terms of Section 3.5 and this Section 9.3. Nureva grants you a personal, worldwide, revocable, limited, non-transferable, non-sublicensable, non-assignable, non-exclusive license to use the Software in the manner permitted by the Terms. For clarification, you shall not distribute, lease, rent, sell, or sublicense the Software. You agree that you will not decompile, reverse engineer, or otherwise attempt to discover the source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of the jurisdiction where you are located give you the right to do so to obtain information necessary to render the Software interoperable with other software, provided, however, that you must first request the information from Nureva and Nureva may, in its discretion, either provide such information to you or impose reasonable conditions, including reasonable fees, on use of the Software to ensure that Nureva’s Intellectual Property Rights in the Software are protected. You may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software. For clarity, your use of the Software is also subject to the disclaimers and limitations in Sections 11 and 12 below and your compliance with the export control provisions of Section 18.
9.4 The Software may automatically download and install updates from Nureva. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new Software modules, and completely new versions. You agree to receive such updates (and permit Nureva to deliver these to you with or without your knowledge) as part of your use of the Services. In addition, in our continuing endeavors to improve our Software, Services and User experience, we may capture information to help us address errors, flaws, failures or faults that cause our Software or Services to produce an incorrect or unexpected result, or to behave in unintended ways. That captured information may include user names, IP addresses, dates, device types and operating systems and other software. By using the Software and Services, you agree that Nureva may capture such information.
9.5 The licenses granted hereunder by Nureva are solely for Your own internal business or personal purposes and you shall not use or permit the use of the Software or the Services for the benefit of any third parties, including without limitation, to provide service-bureau, software rental, subscription service, time-sharing, outsourcing or any other type of services for the benefit of any third party.
10.1 You agree to indemnify and hold Nureva and its subsidiaries, affiliates, and their respective officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees on a full indemnity basis, due to or arising out of your use of the Software or Services, your connection to the Services your use of and access to personal information of other Users, the actions of any member of your group, your access to or use of Sites or the Linked Sites and your connections therewith, your violation of the Terms, or your violation of any rights of another, including any Intellectual Property Rights.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
11.1 THE SOFTWARE, SITES, AND SERVICES ARE PROVIDED BY NUREVA “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NUREVA AND ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SOFTWARE, SITES, OR SERVICES MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE, SITES, OR SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (C) THE QUALITY OF THE SOFTWARE, SITES, OR SERVICES WILL MEET YOUR EXPECTATIONS; OR THAT (D) ANY ERRORS OR DEFECTS IN THE SOFTWARE, SITES, OR SERVICES WILL BE CORRECT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NUREVA OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. ANY AND ALL WARRANTIES AND CONDITIONS CONCERNING ANY OF THE SERVICES, SITES, AND SOFTWARE THAT MIGHT OTHERWISE ARISE, INCLUDING ANY AND ALL WARRANTIES AND CONDITIONS THAT MIGHT ARISE DURING THE COURSE OF DEALING, CUSTOM OR TRADE USAGE AND THOSE WHICH MAY BE IMPLIED BY LEGISLATION OR UNDER LAW, ARE HEREBY DISCLAIMED.
11.2 NUREVA SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF OR PARTICIPATION IN ANY SOFTWARE, SITE, AND SERVICES. ANY SOFTWARE DOWNLOADED, MADE AVAILABLE, OR OTHERWISE OBTAINED THROUGH USE OF THE SOFTWARE, SITE OR SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH SOFTWARE. NUREVA ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM ANY OF THE SOFTWARE OR SERVICES.
11.3 NUREVA DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY SOFTWARE, SITES, OR SERVICES OFFERED BY THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES. NUREVA MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT, AND SHALL NOT BE LIABLE FOR, ANY SUCH THIRD PARTIES, THEIR SOFTWARE, SITES, OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.
11.4 NUREVA WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE SOFTWARE, SITE, SERVICES, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.
11.5 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
12.1 IN NO EVENT SHALL NUREVA OR ANY OF ITS SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF NUREVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SOFTWARE, SITE, SERVICES OR MATERIALS. NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE NUREVA’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF NUREVA OR ITS EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY.
12.2 NUREVA’S AGGREGATE LIABILITY AND THAT OF ITS SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, OR SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO USD $100 OR THE AGGREGATE AMOUNT PAID BY YOU FOR ACCESS TO THE SERVICES DURING THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, WHICHEVER IS LARGER. THIS LIMITATION WILL APPLY EVEN IF NUREVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12.3 THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 14 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
13.1 Nureva, in its sole discretion, may (but has no obligation to) monitor or review the Services at any time.
13.2 Although Nureva does not generally monitor User activity occurring in connection with the Services, if Nureva becomes aware of any possible violations by you of any provision of the Terms, Nureva reserves the right to investigate such violations, and Nureva may, at its sole discretion, immediately terminate your rights hereunder, including your right to use the Services or Software, or change, alter, or remove Account Information, in whole or in part, without prior notice to you. If, as a result of such investigation, Nureva believes that criminal activity has occurred, Nureva reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. Except to the extent prohibited by applicable Law, Nureva is entitled to retain and/or disclose any information, including Your Account Information (or elements thereof), in Nureva’s possession in connection with your use of the Services to (a) comply with applicable Law, legal process, or governmental request; (b) enforce the Terms; (c) respond to your requests for customer services; or (e) protect the rights, property or personal safety of Nureva, its Users, or third parties, including the public at large, as Nureva in its sole discretion believes to be necessary or appropriate.
14.1 You have no obligation to provide Nureva with ideas, suggestions or proposals (“Feedback”). However, if you submit Feedback to Nureva, you will thereby be granting, and you agree to grant, to Nureva a worldwide, royalty-free, non-exclusive and irrevocable license to use that Feedback in any manner that Nureva may wish, including to improve the Services, Software, and Sites. You hereby agree and acknowledge that you will not receive any compensation or recognition in connection with the same.
14.2 Further, you hereby agree and acknowledge that by providing Feedback you may be giving up certain proprietary rights, including the right to apply for a patent and the right to receive any economic benefit from your Feedback. If you are not prepared to grant the foregoing license and to give up these rights or if you do not understand the consequences of providing Feedback then you should not provide Feedback to Nureva. Further, if you are in doubt, we encourage you to speak to an attorney.
14.3 Notwithstanding any other provision in the Terms, without any notice to you, Nureva may review and monitor your use of the Services, Site, and Software, including your personal information, for the purposes of research, planning and improving the Services, Sites, and Software.
The Services and Materials may include links that will take you to websites or services not operated by Nureva (“Linked Sites”). Whether the link was provided by Nureva as a courtesy, or whether it was posted by a User, Nureva has no control over non-Nureva websites or services. You agree that we are not responsible for the availability or contents of any website or service we do not operate.
16.1 Termination by You.
a) As either an individual user or a group administrator for a Service, You may stop using the Services at any time. To terminate your Service account contact Support at http://support.nureva.com. Any fees paid by you prior to your termination are not refundable. Termination of your account shall not relieve you of any obligation to pay any accrued fees or charges.
b) As a group administrator for a Service, you may terminate an individual User’s access to a Service at any time.
16.2 Termination by Nureva. Subject to the Additional Terms, if any, Nureva may at any time terminate our agreement with you (or any individual Additional Terms) if:
a) You have breached any provision of the Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
b) Nureva is required to do so by Law (for example, where the provision of the Services or Software to you is, or becomes, unlawful);
c) The provision of the Services to you by Nureva is, in Nureva’s opinion, no longer commercially viable;
d) Nureva has elected to discontinue the Services or Software (or any part thereof); or
e) There has been an extended period of inactivity in your account.
16.3 Termination or Suspension of Services. Nureva may also terminate or suspend all or a portion of your account and/or access to the Services for any reason. Termination of your account may include: (a) removal of access to all offerings within the Services; (b) deletion of Your Account Information, including your personal information, log-in ID and password, and all related information, files, and materials associated with or inside your account (or any part thereof); and (c) barring of further use of the Services and Software.
16.4 You agree that all terminations by Nureva shall be made in Nureva’s sole discretion and that Nureva shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your Account Information), or access to the Services and Software.
16.5 Upon expiration or termination of the Terms, you shall promptly discontinue use of the Services and Software. However, any perpetual licenses you have granted, any of your indemnification obligations hereunder, any of Nureva’s disclaimers or limitations of damages of liabilities hereunder, and Sections 2, 5, 10, 11, 12, 13, 14, 19, and 20 will survive any termination or expiration of the Terms.
In the event of termination by Nureva for reasons other than breach of the Terms, Nureva will provide notice pursuant to the Terms and will provide you with a pro rata refund for the prepaid and unused portion of the Service.
17.1 The Services can be accessed from countries around the world and may contain references to Services and Software that are not available in your country. These references do not imply that Nureva intends to announce such Services or Software in your country.
17.2 These Services are controlled, operated, and administered by Nureva Inc. from its offices in Canada. Nureva makes no representation that the Services or Materials are appropriate or available for use outside of Canada and the United States. Nureva reserves the right to block access to the Services by certain international users. If you access the Services from a location outside Canada or the United States, then you are responsible for compliance with all local Laws.
You acknowledge that the Software, Site, and Services may be subject to the U.S. Export Administration Regulations and other export laws, restrictions, and regulations as well as the export laws of other countries (collectively, the “Export Laws”) and that you will comply with the Export Laws. You will not ship, transfer, export, or re-export the Software, directly or indirectly, to: (a) any countries that are subject to U.S. or Canadian export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria) (each, an “Embargoed Country”), (b) any end user whom you know or have reason to know will utilize them in the design, development, or production of nuclear, chemical, or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems (each, a “Prohibited Use”), or (c) any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government or similar restrictions in Canada, if any (each, a “Sanctioned Party”). In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export, or use the Services, or Software. You represent and warrant that (i) you are not a citizen of, or located within, an Embargoed Country, (ii) you will not use the Software, or Services, for a Prohibited Use, and (iii) you are not a Sanctioned Party. All rights to use the Software and Services are granted on condition that such rights are forfeited if the user fails to comply with the Terms. If Nureva has knowledge that a violation has occurred, Nureva may be prohibited from providing maintenance and support for the Services or Software.
19.1 Venue. You agree that any claim or dispute you may have against Nureva must be resolved by a court having jurisdiction in Calgary, Alberta, Canada, except as otherwise agreed by the parties in writing. You agree to submit to the personal jurisdiction of the courts having jurisdiction in Calgary, Alberta, Canada. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.
19.2 All claims you bring against Nureva must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. If you file a claim contrary to this section, Nureva may recover attorneys’ fees and costs on a full indemnity basis provided that Nureva has notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.
19.3 Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Software or Services in violation of the Terms you agree that Nureva shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
20.1 English Version. The English version of the Terms will be the version used when interpreting or construing this agreement.
20.2 Notice to Nureva. Any notice provided to Nureva pursuant to the Terms should be sent to 1301 401 9thAve SW, Calgary, Alberta, Canada, T2P 3C5 Attention: Vice President, Legal and General Counsel.
20.3 Notice to You. Nureva may provide you with notices, including those regarding changes to the Terms, by email, regular mail, text message, postings on or within the Services, or other reasonable means now known or hereafter developed.
20.4 Entire Agreement. The Terms constitute the entire agreement between Nureva and you with respect to your access to or use of the Software and Services and supersede any prior agreements between you and Nureva on such subject matter.
20.5 Non-Assignment. You may not assign or otherwise transfer the Terms, or any right granted hereunder, without Nureva’s written consent. Nureva’s rights under the Terms are transferable by Nureva.
20.6 Severability. If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
20.7 Waiver. Any failure by Nureva to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.
20.8 Report Abuse. Please report any violations of the Terms via the report abuse mechanism offered in conjunction with the specific Service in which the alleged violation occurs.
20.9 You are solely responsible for your familiarity and compliance with any laws that may prohibit you from participating in or using any part of the Software and Services.
20.10 Third-Party Acknowledgements. Portions of the Software may utilize or include third-party software and other copyrighted material. Licensing terms, acknowledgements, disclaimers and waivers for such software and material are contained in the Intellectual Property Statement and your use of such software and material is governed by their respective terms.
Nureva Inc: 1301 401 9th Ave SW, Calgary, Alberta, Canada, T2P 3C5