Last Modified on July 19, 2017
1. ACCEPTANCE OF TERMS OF SERVICE.
THESE TERMS OF SERVICE (“AGREEMENT”) ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU (“YOU”, “YOUR”, “USER” or “USERS”) AND NNROAD, INC. (“WE”, “US”, “COMPANY” or “NNRoad”), THE OWNER AND OPERATOR OF WWW.NNROAD.COM (THE “WEBSITE”). THIS AGREEMENT STATES THE TERMS OF SERVICE THAT GOVERN YOUR USE OF THE WEBSITE. BY ACCESSING AND USING THE WEBSITE, YOU ARE INDICATING THAT YOU ACCEPT, AND AGREE TO COMPLY WITH THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED, AND YOU MUST NOT, ACCESS OR USE THIS WEBSITE.
2. PERSONAL INFORMATION/PRIVACY.
3. USE OF WEBSITE AND INTELLECTUAL PROPERTY RIGHTS.
3.1. Use of Website
YOU hereby represent and warrant that YOU shall not, and shall not induce any third-party to:
a) attempt to disable or circumvent any security mechanisms used by the WEBSITE or otherwise attempt to gain unauthorized access to any portion of the WEBSITE or any other systems or networks connected to the WEBSITE, or to any server of COMPANY or its third-party service providers, by hacking, password “mining,” or any other illegal means;
b) use any “deep-link,” “page scrape,” “robot,” “spider,” or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy or monitor any portion of the WEBSITE;
c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the WEBSITE or with any other person’s use of the WEBSITE;
d) track or seek to trace any information on any other person who visits the WEBSITE;
e) use the WEBSITE for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this AGREEMENT or applicable laws, rules or regulations; or
f) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of any proprietary software used to provide or maintain the WEBSITE or that is otherwise applicable to the WEBSITE.
3.2. Intellectual Property Rights
YOU hereby acknowledge and agree that the COMPANY or its licensors own all legal right, title and interest in the WEBSITE, including but not limited to any copyrights, trademark rights, patent rights, moral rights, and other intellectual property and proprietary rights therein, whether such rights are registered or unregistered, and wherever in the world those rights may exist. YOUR use of the WEBSITE does not grant YOU ownership of any kind in the WEBSITE or any registered trademarks of NNRoad, Inc. Unauthorized use may lead to penalty or imprisonment as provided under applicable California and Federal Laws and is thereby strictly prohibited.
4. THIRD-PARTY WEBSITES; INDEMNIFICATION; AND USER SUBMISSIONS.
4.1. Third-Party Websites
The WEBSITE may provide links to third-party Websites that are not owned or controlled by COMPANY (the “Third-Party Websites”). WE provide such links solely as a convenience to YOU. WE do not review, approve, endorse or make any representations about such Third-Party Websites, the companies or persons who own and/or operate them, or any information, software or other products and services made available through such Third-Party Websites, or any results that
YOU hereby agree to defend, indemnify, and hold COMPANY and its members, officers, employees, shareholders, and agents harmless from and against, any and all losses, liabilities, damages, and/or claims (including, without limitation, attorney’s fees and costs) arising from:
a) YOUR use of the WEBSITE or any content YOU submit through the WEBSITE;
b) a breach of these Terms of Service by YOU, YOUR employees or agents;
c) a breach of any applicable law by YOU, YOUR employees or agents; and
d) any action against COMPANY by a third-party as a consequence of any of the above.
4.3. User Submissions
YOU agree not to submit or transmit to the WEBSITE or otherwise provide to the COMPANY any submission or other material that:
a) is unlawful; libelous; harmful; threatening; abusive; harassing; defamatory; vulgar; obscene;
b) sexually explicit; profane; hateful; racially, ethnically or otherwise objectionable in any manner;
c) is an advertisement or promotion for any product or service that is not an approved product of the COMPANY;
d) is false, misleading, or constitutes an unfair or deceptive trade practice;
e) promotes the use of alcohol, tobacco, or any illegal substance;
f) constitutes a breach of YOUR contractual and/or fiduciary obligations or an invasion of privacy;
g) infringes on any third-party patent, trademark, trade name, corporate name, trade secret, copyright, publicity, or other proprietary or property rights;
h) is false or misleading; or
i) contains viruses, Trojan horses, worms or other code, scripts, routines, files or programs designed to alter, interrupt, impede, limit or destroy the performance and/or functioning of any software, hardware or other equipment.
WE reserve the right to take any action with respect to submissions or other material that WE deem necessary or appropriate in our sole discretion if WE believe any submission or other material violates this AGREEMENT, is inappropriate on the WEBSITE, may create liability for NNRoad, or may cause NNRoad to lose (in whole or in part) the services of its internet service provider, advertisers, or other vendors or suppliers. Such action may include, but is not limited to, removing, deleting, modifying or altering submissions or other material, either with or without notice to YOU.
5. DISCLAIMER OF WARRANTIES.
COMPANY cannot and does not represent or warrant that the WEBSITE or its server shall be error-free, uninterrupted, free from unauthorized access (including third-party hackers or denial of service attacks), or otherwise meet YOUR requirements.
THE WEBSITE, CONTENT, AND PRODUCTS ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. COMPANY, ON BEHALF OF ITSELF AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY THE “NNROAD PARTIES”): (A) EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, CONTENT OR PRODUCTS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE WEBSITE OR CONTENT WILL BE TIMELY, UNINTERRUPTED, STABLE OR SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, CONTENT, OR PRODUCTS WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE USE OF THE WEBSITE, CONTENT OR PRODUCTS IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS OR OTHERWISE. YOUR USE OF THE WEBSITE, CONTENT OR PRODUCTS IS ENTIRELY AT YOUR OWN DISCRETION AND RISK. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE, CONTENT OR PRODUCTS.
6. LIMITATION OF LIABILITY.
IN NO EVENT SHALL ANY NNROAD PARTIES BE LIABLE TO YOU, OR ANY THIRD-PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, LOSS OF VALUE OF THE PRODUCTS OR LOSS OF USE OF THE PRODUCTS, WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT NNROAD PARTIES’ LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH NNROAD PARTIES’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
7. CHOICE OF LAW; DISPUTE RESOLUTION; CLASS ACTION WAIVER.
7.1. Choice of Law
The validity, interpretation, and performance of this AGREEMENT shall be controlled by and construed under the laws of the State of California without regards to its conflicts of laws principles.
7.2. Dispute Resolution/Acknowledgment of, and Agreement to, Arbitration
Except as prohibited by law, any dispute or controversy regarding the enforcement or interpretation of this AGREEMENT shall be resolved through binding arbitration under the Consumer Arbitration Rules of the American Arbitration Association in Santa Clara County, California. THE PARTIES UNDERSTAND THAT BY AGREEING TO ARBITRATE DISPUTES THEY ARE WAIVING ANY RIGHT THEY MIGHT OTHERWISE HAVE TO A JURY TRIAL. This arbitration provision is not intended to modify or limit the right of the parties to seek equitable relief, such as an injunction or attachment, through judicial process, which shall not be deemed a waiver of the right to demand and obtain arbitration.
7.3. Class Action Waiver
Any arbitration under this AGREEMENT shall take place on an individual basis; class arbitrations and class actions are not permitted. Neither YOU nor COMPANY has the right to act as a class representative or participate as a member of a class of claimants with respect to any claim.
8. GENERAL TERMS.
8.1. Entire Agreement
This AGREEMENT and any other terms or privacy policies referenced herein, is the entire agreement between YOU and the COMPANY and supersedes any prior agreement or understanding regarding anything connected to that subject matter.
8.2. Amendment; Modification
COMPANY may add to, change or remove any part of the WEBSITE, including, without limitation, any content, at any time without prior notice to YOU. WE also reserve the right to modify this AGREEMENT at any time. When WE make changes to the AGREEMENT, WE shall revise the “Last Updated” date at the top of the AGREEMENT and WE shall notify YOU of the changes by prominently posting a notice of such changes on the WEBSITE and/or by sending YOU an email. WE encourage YOU to review this AGREEMENT whenever YOU visit the WEBSITE. By continuing to access and use the WEBSITE after any such changes have been posted, YOU are indicating YOUR acceptance of such changes, even if YOU have not reviewed the changes.
8.3. Electronic Communications
Whenever YOU visit our WEBSITE or send emails to US, YOU are communicating with US electronically. For that reason, YOU also consent to receive communications from US electronically. WE shall communicate with YOU by email (if YOU have provided YOUR email address to US), by posting notices on our WEBSITE or by such other means as WE may determine from time-to-time. YOU agree that all agreements, notices, disclosures, and other communications that WE provide to YOU electronically satisfy any legal requirement that such communications be in writing to the extent permitted by applicable law.
COMPANY’s failure to exercise, partially exercise or delay in exercising any right or remedy under this AGREEMENT shall not operate as a waiver or estoppel of any right, remedy or condition.
If any provision of this AGREEMENT is held invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.
YOU may not assign or otherwise transfer YOUR rights, or delegate YOUR performance, under this AGREEMENT to a third-party without COMPANY’s prior written consent. COMPANY may assign or transfer its rights or delegate any performance under this AGREEMENT to any third-party in its sole discretion.
8.7. Comments and Concerns
The WEBSITE is operated by NNRoad, Inc. Any feedback, comments, requests for technical support, and other communications relating to the WEBSITE should be directed to: email@example.com.