BY CREATING AN ACCOUNT WITH NUINSIGHTS PLATFORM AND USING NUINSIGHTS SERVICES AND/OR USER CONTENT, YOU AGREE THAT ANY DISPUTES BETWEEN YOU AND NUINSIGHTS WILL BE RESOLVED BY EITHER MEDIATION OR BINDING, INDIVIDUAL ARBITRATION. ADDITIONALLY, YOU AGREE TO WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. NUINSIGHTS RESERVES THE RIGHT TO PURSUE IN EQUITY OR COURT OF JURISDICATION FOR ANY INFRINGMENT OF NUINSIGHTS INTELLECTUAL PROPERTY RIGHTS
Customer will designate one of its employees to be the point of contact with NUINSIGHTS for the management and support of NUINSIGHTS Platform and Services (“Administrator”), and who will be responsible for establishing and managing Customer’s use of the NUINSIGHTS Platform and Services (“Account”), including the creation of usernames and passwords to access Customer’s Account. Customer is solely responsible for maintaining the status of its User base. Customer will safeguard all User authentication credentials in its possession or under its control. Customer is responsible for all activities that occur under the Account. Customer will notify NUINSIGHTS immediately if Customer believes an unauthorized third party may be using Customer’s Account or if Customer’s Account information is lost or stolen. You are solely responsible for all service, telephone, internet, and other fees associated with accessing and utilizing NUINSIGHTS Platform and/or Services. This includes obtaining and maintaining all necessary equipment and software.
Fees to access to NUINSIGHTS Platform/Services is paid in arrears, meaning the serves are pre-paid. Accounts that fail to pay upon the monthly anniversary of billing shall be given a three (3) day courtesy before access to NUINSIGHTS Platform/Services is suspended until payments are up to date. All Platform/Services fees will be taxed and those taxes will be levied against the account separately at the time of billing. NUINSIGHTS reserves the right to change fees and costs without notice. NUINSIGHTS uses current technology to process payments, no method of transmission over the Internet, or method of electronic payment, is 100% accurate. We cannot guarantee its total accuracy. Any error in payments will not constitute a breach of the TOU. NUINSIGHTS will use commercially reasonable means to remedy the situation should such a situation should arise.
NUINSIGHTS reserves the right to terminate your account and access to Platform or Services for any reason, or no reason at NUINSIGHTS’s sole discretion without notice to you. If your account is cancelled with a pro-rata portion of the payment period remaining, that pro-rata share will be returned to you within 30 calendar days.
During the Subscription Term, NUINSIGHTS will use commercially reasonable efforts to make the NUINSIGHTS Platform and Services available 24 hours a day, 7 days a week, except for planned downtime, NUINSIGHTS performs regular maintenance and/or upgrades on Tuesdays from 9p.m to 1:00a.m. Pacific time and may be unavailable for use during those times. NUINSIGHTS may in addition perform unscheduled emergency maintenance for the security or performance of the NUINSIGHTS Platform or Services; NUINSIGHTS will use commercially reasonable efforts to provide at least 30 minutes prior notification of emergency maintenance that NUINSIGHTS believes will cause downtime. NUINSIGHTS support does not include support for questions about using, optimizing, or troubleshooting NUINSIGHTS itself.
NUINSIGHTS provides a 2 day response service level agreement (SLA) for access and performance issues that do not meet specifications. Any verified issues will be remedied within 30 days. If for a reason that performance is not remedied within 30 days, customer may terminate services and can receive a pro-rata refund.
By uploading user content to NUINSIGHTS Platform and/or Services, you warrant that the original owner of said content has granted to you, and through you, NUINSIGHTS the perpetual royalty-free, non-exclusive, worldwide right and license to use, reproduce, modify, publish, distribute, display, and transmit the User Content for any purpose. NUINSIGHTS may review Services for any purpose. Any transcripts, recordings, and materials will be treated as User Content.
You are responsible for all User Content you upload to NUINSIGHTS Platform and/or Services. By uploading any content, you warrant that you are the original owner of said content or have the right to grant NUINSIGHTS the license to display, use, and distribute said content. You also represent and warrant that your uploaded content does not violate any rights of any person, company, or entity including but not limited to copyrights, contract rights, publicity rights, privacy rights, and does not violate the confidentiality of any person, company, or entity. The data displayed by aggregating from different social media channels and internal data sources is solely from your consent and you will be responsible for any data displayed.
NUINSIGHTS RESERVES THE RIGHT TO PURSUE IN A CIVIL OR EQUITY ACTION ANY INFRINGMENT OF NUINSIGHTS INTELLECTUAL PROPERTY RIGHTS
You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided immediately above), create derivative works based on, distribute, perform, display, or in any way exploit, any of NUINSIGHTS Content, User Content, materials, NUINSIGHTS Platform, and/or Services in whole or in part.
Any comments, suggestions, or feedback relating to the Platform and/or the Services (collectively "Feedback") submitted to NUINSIGHTS shall become the property of NUINSIGHTS. All feedback given to NUINSIGHTS by you is treated as not confidential, and NUINSIGHTS will not be liable for any ideas (including but not limited to, product or advertising ideas) and will not incur any liability as a result of implementation of your Feedback and any similarities that may appear in our future Site, Platform, Services, Content, or operations. Without limitation, NUINSIGHTS will be deemed the exclusive owner of all present and future existing rights to all Feedback of every kind and nature everywhere. NUINSIGHTS retains the right to use the Feedback for any purpose without compensation to you or any other person giving the Feedback.
You are responsible for all material/content you submit to NUINSIGHTS Platform and/or Services, and You, not NUINSIGHTS, shall have the full responsibility for the legality, reliability, appropriateness, originality, and copyright/intellectual property rights of the uploaded material/content.
It is NUINSIGHTS policy to respect and protect the copyright and intellectual property rights of others. If NUINSIGHTS is informed of a potential infringement, the content may be immediately removed.
In addition, NUINSIGHTS may terminate access by users who appear to infringe the copyright or other intellectual property rights of others.
NUINSIGHTS owes no fiduciary duty nor has any special relationship to you. You acknowledge that NUINSIGHTS has no control over, and no obligation to take any course of action regarding: which users access NUINSIGHTS Platforms and/or Services; what Content/User Content you access via the Platform and/or Services; what effects the Platform, Services, Content, and/or User Content may have on you; how you may interpret or use the Platform, Services, Content and/or User Content; or what actions you may take as a result of having been exposed to the Platform, Services, Content and/or User Content.
NUINSIGHTS makes no representations concerning the Platform, Services, Content and/or User Content contained in or accessed through the Platform and/or Service, and NUINSIGHTS will not be responsible or held liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Platform and/or Services.
NUINSIGHTS, THE PLATFORM, CONTENTS, USER CONTENT AND/OR SERVICES ARE PROVIDED AS IS AND HAVE NOT BEEN TESTED IN ANY MANNER. NUINSIGHTS DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, CONTENTS, USER CONTENT AND/OR THE SERVICES ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.
THE PLATFORM, CONTENT, USER CONTENT AND/OR THE SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND NUINSIGHTS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR USE INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE PHONE OR LOSS OF DATA.
NUINSIGHTS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO ANY USER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE PLATFORM, CONTENT, USER CONTENT AND/OR THE SERVICES, WHETHER SUCH DAMAGES ARE BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT NUINSIGHTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES SHALL NUINSIGHTS BE LIABLE TO ANY USER FOR ANY AMOUNT OTHER THAN THE AMOUNT THE USER HAS PAID FOR ACCESS TO: NUINSIGHTS PLATFORM, NUINSIGHTS SERVICES, CONTENT OR USER CONTENT.
Non-performance of either party, except for the failure to make required payments, will be excused to the extent performance is delayed or rendered impossible by any reason where failure to perform is beyond the reasonable control of the non- performing party. This "Limitation of Liability" section shall survive any expiration or termination of your relationship with Company.
To the maximum extent permitted by applicable law, you hereby release and waive all claims against NUINSIGHTS, its contractors, employees, officers, agents, or other partners from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to your use of NUINSIGHTS Platform Services, Content, and/or User Content. In addition, you expressly waive and relinquish any and all rights and benefits, which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify NUINSIGHTS, and its contractors, employees, officers, agents, or other partners from and against any third party claim arising from or in any way related to your use of the NUINSIGHTS Platform, Services, Content and/or User Content, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. NUINSIGHTS shall use good faith efforts to provide you with written notice of such claim, suit or action.
These indemnity obligations shall survive any expiration or termination of your relationship with Company.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND NUINSIGHTS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY, NOTWITHSTANDING THE EXCEPTION NOTED ABOVE REGARDING COPYRIGHTS AND INTELLECTUAL PROPERTY, OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, YOU ALSO AGREE THAT IF A DISPUTE SHOULD GO TO ARBITRATION, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
NUINSIGHTS is dedicated to providing a timely, fair, and equitable forum for discussing and resolving disputes. All legal disputes that cannot be resolved between the parties must be accompanied by a good faith bond of $10,000.00, to be deposited to an independent bond holder, to be selected by the party bringing the Dispute before the dispute can proceed to mediation or arbitration.
Users and NUINSIGHTS agree that any dispute must begin with mediation. Mediation is a non-binding form of conflict resolution where the parties will select a neutral, third-party individual to listen to the facts, and suggest potentially equitable resolutions.
The party that is bringing the claim will provide the resumes of three potential mediators. The final decision of the mediator will rest with the non-claiming party. Once a mediator is selected, Parties will select a mutually acceptable date, no later than one calendar month from the date that the mediator was selected to resolve the matter.
Parties agree that all Mediation will occur in Santa Clara County, California.
The party that is bringing the claim will be responsible for the Mediation Fees. Upon final decision of the mediator fees may be split equally between parties.
Any Dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to binding arbitration, shall be determined in Los Angeles County, California, before one (1) arbitrator from the JAMS roster pursuant to its Streamlined Arbitration Rules & Procedures. (https://www.jamsadr.com/files/Uploads/Documents/JAMS- Rules/JAMS_streamlined_arbitration_rules-2014.pdf)
The award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction.
Allocation of Fees and Costs: The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.'
Arbitration will be conducted in Santa Clara County, California unless you and NUINSIGHTS agree to a different location. All arbitration claims that do not exceed $10,000, will be conducted solely on the basis of the documents you and NUINSIGHTS submit to the arbitrator, unless the arbitrator deems that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Streamlined Arbitration Rules & Procedures.
The arbitrator will render a binding decision and an award, if any, within the time frame specified in the JAMS Streamlined Arbitration Rules & Procedures.
The party initiating Arbitration will be responsible for any JAMS filing, administrative, and arbitrator fees as set forth in the JAMS Rules.
NUINSIGHTS may modify the terms of the settling disputes. If upon notice of the modification you would rather settle the dispute by the Legal Dispute Section agreed to when you set up your account, NUINSIGHTS will allow that for the Dispute in question. Any subsequent Dispute will be settled under the Legal Dispute Section as modified. This "Legal Disputes" section shall survive any expiration or termination of this contract and/or your relationship with NUINSIGHTS.
You agree and understand that by using the Platform, Service, Content, and/or User Content that you are assuming all the risks associated with using the Platform, Services, Content, and/or User Content including but not limited to data loss, data corruption, and irretrievable data.
You agree to take all necessary precautions in identifying and communicating with potential tutors and service providers on the Platform and/or Service.
The section titles are for convenience only and do not have any affect on legal or contractual rights.