Nau Media Terms of Service
Last Updated: October 3, 2017
Thank you for choosing Nau Media Corporation!
Please read these terms of service (these "Terms") carefully as they form a contract between you (“you”, or “Customer”) and Nau Media Corporation ("Nau Media", "we", "us", or "our") listed in Section 23 of these Terms that governs (i) your access and use of the hosted information management solution, web site, LocaleIQ™ portal, modules, and APIs, products, and/or applications and services (collectively the “Service(s)”) provided by Nau Media for (ii) digital media management of online content, images, videos, geographic information, surveys, goods and services, or other content (collectively, "Content"); (iii) any written or electronic use of documentation provided or made available by Nau Media (the "User Guides”) ; and (iv) the developer center and SDKs (collectively “Tools”). You should read the entire Agreement because all of the terms are important and together create a legal agreement that, once accepted by you, applies to you.
By using the Services found at this Site, you represent and warrant that you are recognized as being able to form legally binding contracts under applicable law. You further represent and warrant that you are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom Nau Media is legally prohibited to provide the Services.
Nau Media is under no obligation to provide extended customer service or consulting services as part of this Agreement.
By registering or using any of the Services you agree to be bound by these Terms. If you are using the Services on behalf of a business or government agency, you are agreeing to these Terms for that business or government agency and representing to Nau Media that you have the authority to bind that business or government agency to these Terms (in which event, "you" and "your" will refer to that business or government agency) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Services. You may use the Services only in compliance with these Terms and only if you have the power to form a contract with Nau Media and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES. Should you have any questions concerning this Agreement, please contact email@example.com.
Please note that Nau Media does not provide warranties for the Services. This contract also limits our liability to you. See Sections 20 (NO WARRANTY) and 22 (LIMITATION OF LIABILITY) of these Terms for details.
1. CHANGES TO THESE TERMS
We reserve the right to revise these Terms from time to time. We will date and post the most current version of these Terms on the Nau Media website. Any changes will be effective upon posting the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). If in our sole discretion we deem a revision to these Terms to be material, we will notify you via the Services and/or by email to the email address associated with your account. Notice of other changes may be provided via www.localeiq.com (the “Site”). We encourage you to check the date of these Terms whenever you visit the Site to see if these Terms have been updated. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you don't agree to any of the changes, we're not obligated to keep providing the Service, and you must cancel and stop using the Service.
2. ACCESS TO THE SERVICE
Subject to your compliance with these Terms and applicable laws, Nau Media grants you a limited, non-exclusive and non-transferable license (the “License”) to use the Service as defined by the pricing plan you have selected.
3. HOSTING SERVICES
Nau Media shall provide storage for the Services and Content and make it available for end-users to access (the "Hosting Services"). Customer will be allocated a specific number of entities they can manage in the database, as designated in the plan purchased and Nau Media sets and enforces limits on the number of entries based on that plan’s limits. Information records and their associated metadata, (e.g. images, fee schedules, hours of operation, rules, notifications, geospatial and similar metadata) represent an entity (“Entity”, “Entities”) in this hosted, multi-dimensional information management solution. You may monitor your number of Entities created via the LocaleIQ portal. Should Customer get close to exceeding allocated number of Entities, Nau Media encourages you to consider upgrading to the next plan level, or free up space by deleting old Entities, to avoid interrupted service.
You agree to, and will not attempt to circumvent, such limitations and exceed number of Entity limits without Nau Media’s express consent. Nau Media may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use.
Should Customer try to create more than the designated number of Entities, Nau Media’s system will prohibit you from doing so; all existing Entities will be accessible with all features, services and reporting maintained.
You agree Nau Media has no control of availability of the Hosting Services on a continuous or uninterrupted basis. Nau Media makes no warranty that the Hosting Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of privacy, confidential information and property.
4. API AND HOSTED PAGE VIEW LIMITATIONS
API requests and hosted page views are defined by the plan level you select (e.g. monthly limitations on the number of API requests that you make or the number of page views by visitors.) You may monitor your API request and hosted page views usage via the LocaleIQ portal. Nau Media understands that from time to time your site may be subject to an event expected to cause a significant spike in traffic. Nau Media encourages you to provide advance notice of such planned events to us so that we can aid you to minimize the effect on your site.
Should Customer get close to exceeding allocated API requests or hosted page views, Nau Media encourages you to consider upgrading to the next plan level, to avoid interrupted service.
You agree to, and will not attempt to exceed the API requests or hosted page views limits without Nau Media’s express consent. Should you exceed the allocated API requests or hosted page views without prior written consent from Nau Media, we reserve the right to suspend or freeze your account until such time as you have upgraded to the appropriate plan level or we have come to some other mutually agreed upon solution. Nau Media may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use.
5. YOUR ACCOUNT
To obtain access to the Nau Media Services, you are required to obtain an account with Nau Media (become a "Registered User"), by completing a registration form and designating a username and password. When registering with Nau Media you must: (a) provide true, accurate, current and complete information about yourself as requested by the Service's registration form (such information being the "User Profile"); and (b) maintain and promptly update the User Profile to keep it true, accurate, current and complete. Nau Media may deny approval or withdraw such approval of a user’s registration and account at any time in its sole discretion, with or without cause.
Only you may use your Nau Media account. You must keep your account and passwords confidential and not authorize any third party to access or use the Service on your behalf. You may add additional users from your business or government agency to your account at any time and they will be responsible for keeping their own account access and passwords confidential and not authorize any third party access to the Service. Refer to the Nau Media product documentation on how to add users. Nau Media will not be liable for any loss or damage arising from any unauthorized use of your accounts.
If you are an individual Registered User of the Service, and the domain of the primary email address associated with your account is owned by an organization and was assigned to you as an employee, contractor or member of such organization, and that organization wishes to establishes a commercial relationship with us and add your account to such relationship, then, if you do not change the email address associated with your account, your account may become subject to the commercial relationship between Nau Media and such organization and controlled by such organization. In such case, Nau Media has a business relationship with such organization, and such organization has the right to control your access to the Services and obtain your account’s usage and profile data. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Nau Media customer, Nau Media employee, member, or officer will result in immediate account termination.
6. ACCOUNT OWNER
You shall designate an “Account Owner" during account setup in the LocaleIQ portal. The Account Owner shall have full authority to enter into agreements and make binding decisions on behalf of Customer. You agree that Nau Media may rely on representations made by the Account Owner. Only the Account Owner may change the designated Account Owner in the system. In the event that the Account Owner leaves your company prior to assigning a new Account Owner, you must give written notice to Nau Media in accordance with the notice provisions of this Agreement. Nau Media is under no obligation to accept instructions from anyone other than the Account Owner. Notwithstanding the foregoing, Nau Media shall not be liable for any loss or damage resulting from Nau Media's reliance on any instruction, notice, document or communication reasonably believed by Nau Media to be genuine and originating from an authorized representative of Customer's corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Nau Media reserves the right (but not the obligation) to require additional authentication from you. In order to permit Nau Media to protect the quality of its products and services, you hereby consent to Nau Media staff being able to access your account and records on a case by case basis to investigate complaints or other allegations or abuse.
At all times, you shall bear full risk of loss and damage to your web site and all of your web site content. You are entirely responsible for maintaining the confidentiality of your password and account information. You agree you are solely responsible for all acts, omissions and use under and charges incurred with your account or password or in connection with the Site or any of your web site content displayed, linked, transmitted through or stored on Nau Media’s server. You shall be solely responsible for undertaking measures to:
Nau Media’s servers are not an archive and Nau Media shall have no liability to you or any other person for loss, damage or destruction of any of your content. You are solely responsible for the backup of your content. Nau Media shall have no liability to you or any other person for your use of the Nau Media Services in violation of these Terms or any applicable law or regulation.
Except for material granted to you pursuant to the License, Nau Media does not claim ownership of any Content that is transmitted, stored, removed or processed in or from your account(s). Nau Media does not control, verify, or endorse the Content that you and others make available on the Services, and makes no representations regarding such Content’s accuracy, reliability or trustworthiness, before, during or after import or input of the Content. It is your responsibility to verify the accuracy of your Content prior to publishing it.
- Prevent any loss of damage to your web site content;
- Maintain independent archival and backup copies of your web site content;
- Ensure the security, confidentiality and integrity of all your web site content transmitted through or stored on Nau Media’s servers; and
- Ensure the confidentiality of your password.
We provide functions that allow you to control who may access your Content. If you enable the features that allow you to share the Content with others, anyone you've shared Content with (including the general public) may have access to your Content.
By accepting these Terms through the use of the Services, you hereby grant Nau Media and its contractors the right to transmit, use and disclose Content posted on the Service to the extent necessary to provide the Service, as otherwise permitted by these Terms, or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required by law, or to respond to an emergency which Nau Media believes in good faith requires Nau Media to disclose information to assist in preventing the death or serious bodily injury of any person. In the event that you have shared any Content with the general public, you also grant Nau Media and its contractors the right to transmit, use and disclose Content posted by you on the Service in any manner.
You represent and warrant that: (a) you have all the rights in the Content necessary for you to use the Service, and publically share the Content if you decide to do so, and to grant the rights in this Section; and (b) the storage, use or transmission of the Content doesn't violate any law or these Terms.
We do not claim any intellectual property rights over the material you provide to the Service. All material you upload remains yours. You can remove your Content from public view at any time by un-publishing it.
By publishing Content publically, you agree: (a) to allow other internet users to view your Content; (b) to allow Nau Media to display and store your Content; (c) that Nau Media can, at any time, review all the publically published Content submitted by you to its Service; and (d) include the “Powered by Nau Media” logo (the “Logo”
) in your Content in the following instances:
(X) if you are a Hosted Solution User of the Services:
Hosted Solution users will be required to display the Logo when Nau Media presents it in the hosted content. When the Logo is present by Nau Media on the hosted page then the image must be displayed visibly on the page without obstruction, obfuscation or alteration.
(Y) If you are an API User of the Services:
LocaleIQ API users will be required to display Logo when the presence of the Logo is provided by Nau Media in any API response. If a Logo is provided by Nau Media in the API response then the image must be displayed visibly on the page without obstruction or obfuscation. Customers are not permitted to alter or reduce the size of the powered by image provided by the API service. It is required that customer(s) display the Logo from the location that Nau Media provided and not displayed from a downloaded or cached version of the Logo.
You retain ownership over all Content that you upload to the public internet; however, by making your Content public, you agree to allow others to view your Content.
You agree to update your Content regularly and on an as-needed basis to ensure that the Content is correct and reliable. Nau Media may, in its sole discretion, cancel or suspend any accounts which it believes has incorrect, inaccurate or out-of-date information. If you believe that Nau Media has improperly removed or frozen your account, please contact us at the email address listed below. You will still be responsible for any accrued but unpaid Fees (defined below) during any period of suspension of your account.
We may, but have no obligation to, remove Content and accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person's rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of the Content, which may include, your use of additional encryption technology to protect the Content from unauthorized access. NAU MEDIA WILL HAVE NO LIABILITY OF ANY KIND AS A RESULT OF THE DELETION OF, CORRECTION OF, DESTRUCTION OF, DAMAGE TO, LOSS OF OR FAILURE TO STORE OR ENCRYPT ANY CONTENT.
You must immediately notify Nau Media in writing of any unauthorized use of: (a) any Content; (b) any account; or (c) the Service that comes to your attention. In the event of any such unauthorized use by any third party that obtained unauthorized access through you, you will take all steps necessary to terminate such unauthorized use. You will provide Nau Media with such cooperation and assistance related to any such unauthorized use as Nau Media may reasonably request.
In the event that your Service is cancelled by you, or Nau Media, Nau Media reserves the right to remove your publically published Content from the Internet or from public access view at any time.
9. CONTENT STORED IN THE UNITED STATES
The Service is provided from the United States. By using and accessing the Service, you understand and consent to the storage and processing of the Content and any other personal information in the United States. Nau Media reserves the right to store and process personal information outside of the United States, and will use commercially reasonable efforts to provide you with a 30 day notice of any such changes in the processing location.
11. SURVEY SERVICES
When using the survey module you will not attempt to collect and/or publish social security numbers, banking or credit card numbers, passwords, or other similar types of sensitive information. You will not create surveys that are used for fraudulent or other malicious purposes or that are intended to deceive or mislead respondents, including by linking to websites with malicious software such as malware.
Any survey that does not follow these guidelines will be removed.
We encourage survey creators to disclose their privacy practices in their surveys and, if they do so, we require those survey creators to act in accordance with those practices. You may not claim that a survey is anonymous when it is not. You may not impersonate others when presenting your survey.
The parties agree that all disclosure and use of survey information, responses thereto and Response Data (defined below) will comply with the terms and conditions and privacy policies under which it was collected and all applicable laws, statutes, rules or regulations relating to such Response Data and the persons from whom it is collected. “Response Data” means data obtained from persons responding to and/or having received surveys from you. You further agree and warrant that collection and use of Response Data from those persons comports with its stated privacy policies and comports with all applicable federal, state and local laws. Customer is responsible for all actions with respect to personally identifiable information (PII) of persons that respond to Customer’s surveys or to whom Customer sends surveys.
12. AGGREGATE CONTENT DATA
Nau Media is a supporter of open data for the outdoor recreation industry. To this end, Nau Media may and you agree to allow Nau Media to aggregate for industry reporting any public data you make available, whether it is based on online visitor site interactions, survey response data, or any other data available in aggregate form.
13. SUSPENSION AND TERMINATION OF USE OF THE SERVICE
We reserve the right, to temporarily suspend or terminate your access to the Service at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause Nau Media to have legal liability or disrupt others' use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) if your site(s) causes a sudden significant increased draw on system resources (in the scenario of a DDOS attack or some other bandwidth and/or resource consuming event) that in Nau Media’s sole opinion impairs its ability to provide Services to other customers; or (f) unplanned technical problems and outages. If, in Nau Media's determination, the suspension might be indefinite and/or Nau Media has elected to terminate your access to the Service, Nau Media will use commercially reasonable efforts to notify you through the Service and/or by (g) phone number or (h) email address associated with your account. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Content that is stored with the Service.
Upon termination by Nau Media, for reasons other than cause, you may request access to your Content, which we may make available for a limited time period. You must make such request with thirty (30) days following termination. Otherwise, any Content you have stored with the Service will not be retrievable, and we will have no obligation to maintain any data stored in your account.
14. ACCEPTABLE USE
You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or Nau Media and/or to build a similar service or website. You must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or Service (such as a bot, a spider, or caching of information stored by Nau Media) to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:
- modify, alter, tamper with, repair or otherwise create derivative works of any Software;
- reverse engineer, disassemble or decompile the software used to provide or access the Service, including the Software, or attempt to discover or recreate the source code used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;
- sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
- remove, obscure or alter any proprietary rights notice pertaining to the Service;
- access or use the Service in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
- use the Service in situations in which the failure of the Service could lead to death, injury to any person, or physical property or environmental damage;
- use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate Content, such as Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, (3) that encourages inappropriate use of property that is not managed or owned by you, or (4) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (iv) store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
- create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication;
- interfere with or disrupt servers or networks used by Nau Media to provide the Service or used by other users' to access the Service, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user's full use of any Software or the Service;
- access or attempt to access Nau Media's other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
- cause, in Nau Media's sole discretion, inordinate burden on the Service or Nau Media's system resources or capacity; or
- share passwords or other access information or devices or otherwise authorize any third party to access or use the Software or the Service.
Nau Media reserves the right, in its sole discretion, to deactivate, change and/or require you to change your Nau Media username and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Services for any reason or for no reason. Nau Media may exercise such right at any time, with or without prior notice. We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any Content.
15. UPDATES TO THE SERVICE
Nau Media reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.
16. THIRD PARTY SERVICES AND CONTENT
All transactions using Nau Media's services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, fulfillment of digital and physical goods, and the Internet as a whole; you acknowledge that we are not responsible for such content or services. We may also provide some content to you as part of the Services. However, Nau Media is not an agent of any transacting party, nor or is it a direct party in any such transaction; the Service facilitate such transactions only, and Nau Media makes no representations as to the suitability of any party to enter into such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Nau Media shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.
17. NAU MEDIA PROPRIETARY RIGHTS
As between Nau Media and you, Nau Media or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with these Terms. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by Nau Media. In the event that you provide comments, suggestions and recommendations to Nau Media with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, "Feedback"), You hereby grant to Nau Media a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.
18. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION
By registering with Nau Media, you understand that we may send you communications or data regarding the Services, including but not limited to: (a) notices about your use of the Services, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding Nau Media solutions and services, via electronic mail. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.
We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Service as part of our efforts to protect the Service, protect our customers, or stop you from breaching these Terms.
20. NO WARRANTY
NAU MEDIA PROVIDES THE SERVICE "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NAU MEDIA MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
NAU MEDIA DOES NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
NAU MEDIA DOES NOT WARRANT THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
THE SERVICE MAY CONTAIN SOFTWARE AND TOOLS FROM THIRD PARTIES WHICH HAVE BEEN INTEGRATED INTO THE SERVICE. NAU MEDIA IS NOT AN AGENT OF ANY SUCH THIRD PARTY AND MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR RELIABILITY OF ANY THIRD PARTY TOOLS OR SOFTWARE INTEGRATED INTO THE SERVICE. NAU MEDIA DOES NOT HAVE ANY AUTHORITY TO ACT FOR SUCH THIRD PARTIES AND DOES NOT CONTROL OR ENDORSE AND IS NOT REPONSIBLE FOR ANY ERRORS IN CONTENT, TOOLS, PRODUCTS, RELIABILITY OR OTHER MATERIALS PROVIDED BY SUCH THIRD PARTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NAU MEDIA SHALL HAVE NO LIABILITY TO YOU IN RELATION TO ANY DISPUTE YOU HAVE MAY WITH A THIRD PARTY RELATED TO ANY THIRD APRTY SOFTWARE OR TOOLS INTEGRATED INTO THE SERVICE.
To the extent permitted by law, you will defend Nau Media against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Service, in breach of these Terms: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Nau Media's actions); or (b) violates applicable law or these Terms. Nau Media will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
22. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NAU MEDIA, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF NAU MEDIA HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF NAU MEDIA AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO AN AMOUNT EQUAL TO WHAT YOU HAVE ACTUALLY PAID TO NAU MEDIA FOR ONE YEAR OF USE OF THE SERVICES. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
23. CONTRACTING PARTY; GOVERNING LAW; LOCATION FOR RESOLVING DISPUTES
You are contracting with Nau Media, Corporation with an address at 541 Jefferson Ave #100 Redwood City, CA 94063 USA. The laws of the State of California, U.S.A. govern the interpretation of these Terms and apply to claims for breach of these Terms, regardless of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will, only to the extent required by applicable law, be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country in which you reside. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for San Mateo County, California, USA, for all disputes arising out of or relating to these Terms. Nau Media may assign this contract to another entity at any time with or without notice to you.
We may send you, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Service or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the Service. You may provide legal noticed to us via email to firstname.lastname@example.org, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Nau Media, Attn: Global Legal Operations, 541 Jefferson Ave #100 Redwood City, California 94063. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.
25. FEES & PAYMENTS
The fees applicable for the Service ("Fees") are available on the Site and/or in Nau Media’s then-current published price list. The price stated for the Service excludes all taxes and charges, unless stated otherwise. You're responsible for any taxes and for all other charges incidental to using the Services (for example, data charges and currency exchange settlements). You will pay the Fees in the currency Nau Media quoted for your account. Nau Media reserves the right to change the quoted currency at any time.
We'll notify you in advance, either through the Service or to the email address you have most recently provided to us, if we change the price of the Service. If there's a specific length and price for your Service offer already in effect, that price will remain in force for that time. After the offer period ends, your use of the Service will be charged at the then-current price. We will notify you of any price change at least 30 days in advance of the actual price change. If you don't agree to these changes, you must cancel and stop using the Service via email email@example.com with cancellation confirmation from a Nau Media representative) no later than ten (10) business days prior to the conclusion of your current payment term. If you cancel, your Service ends at the end of your current Service period or payment period. If you fail to cancel in accordance with these Terms, we will automatically renew the Service at the then-current price and for the same subscription period and will charge your credit card on file with us commencing on the first day of the renewal of the subscription period.
You must be authorized to use the credit card that you enter when you create a billing account. You authorize us to charge you for the Service using your credit card and for any paid feature of the Service that you choose to sign up for or use while these Terms are in force. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services. Also, we may charge you up to the amount you've approved, and we'll notify you in advance of the difference for recurring subscription Services. We may automatically renew your Service and charge you for any renewal term. All paid accounts are due the date the invoice is posted on your account. Except as specifically set forth in this section, all Services are prepaid for the period selected (yearly or otherwise) and are non-refundable. This includes accounts that are renewed.
You must keep all information in your billing account current. You can access and modify your billing account information via the LocaleIQ administration manager on the Site. You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for the paid Service, we may cancel that Service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.
We may suspend or cancel your Service if you fail to pay in full on time.
You may obtain a refund for a renewal fee only if you request the refund within thirty (30) days of the day on which you were charged for the renewal of your account; and in such an event, only a partial refund equivalent to 90% of the annual renewal fee will be returned.
If you are currently on our free trial period, you may cancel, free of charge, at any time during the trial period. The day of creation constitutes the first day of the trial period.
The last day of the trial period signifies the due date of the first payment. If payment is not received by Nau Media on the due date, we reserve the right to freeze or make your account inaccessible, and all portal and API access may be turned off until all outstanding payments have been processed by Nau Media. Users retain the responsibility for settling all outstanding balances in a timely manner and maintaining updated billing information. If not complied with, at the end of 30 days, user's account will be deactivated and all files will no longer be retrievable.
Unless we notify you otherwise, if you're participating in any trial period offer, you must cancel the Service by the end of the trial period to avoid incurring charges. If you do not cancel your Service and we have told you the Service will convert to a paid subscription at the end of the trial period, you authorize us to charge your credit card for the Service and no credits or refunds will be available. You may, however, cancel your subscription before the next billing in accordance with the terms of this Agreement.
25.4 Individual Educational Use
Individuals who are either students or educators currently enrolled in or teaching at an academic institute (“Individual Educational Users”) may use the Service for educational, non-profit, non-commercial use at the free-for-use Educational Plan level. Individual Educational Users must register with an email address associated with the academic institute in which they are enrolled or teaching. Individual Educational Users who leave the academic institute may upgrade their subscription plan to a paid plan in order to retain their data under a personal or business email address. Individual Education Users shall not be subject to fees while using the Education Plan, but shall remain subject to all other provisions of these Terms.
26. SUBSCRIPTION PERIOD
An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be one year and will automatically renew each year on the anniversary of your Annual Subscription Plan unless you cancel your Annual Subscription Plan in accordance with these Terms at least ten (10) days prior to your renewal date. You will be billed annually for the Annual Subscription Plan on or about the same day each year until such time that you cancel your Annual Subscription Plan. For the avoidance of doubt, please note, you will not be permitted to cancel, or downgrade the Nau Media Service you have selected until the anniversary of your Annual Subscription Plan.
27.1. Severability; Entire Agreement
These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service.
27.2. Assignment and transfer
Nau Media may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service without the prior written consent of Nau Media, which Nau Media may refuse in its sole discretion. Any attempt by you to assign this Agreement without prior written permission shall be deemed null and void.
27.3. Independent Contractors; No third-party beneficiaries
Nau Media and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
Claims must be filed within one year. You must bring any claim related to these Terms or the Service within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If it isn't filed in time, the claim is permanently barred.
The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.
27.6. Government Use
If you are a U.S. government entity, you acknowledge that any Software and User Guides that are provided are "Commercial Items" as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
The Service is provided to adults over the age of eighteen (18) years. By proceeding with your access and use of the Service, you represent, warrant and acknowledge that you are 18 years of age or older.
28. COPYRIGHT COMPLAINTS AND REMOVAL POLICY
Nau Media does not tolerate content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Such notices can be reported by visiting our help page at http://www.localeiq.com/dmca and filling out a form. We reserve the right to delete or disable Content alleged to violate these Terms and to suspend or terminate the Services, upon notification, if you fail to comply with a legitimate infringement claim or for repeat infringers. To cover the cost of processing abuse claims, Nau Media reserves the right to charge you a processing fee for each instance of notification received from a legitimate copyright holder
Our designated agent for notice of alleged copyright infringement is:
Nau Media Corporation
541 Jefferson Ave #100
Redwood City, CA 94070 USA
Federal law requires your DMCA Notice to include the following information:
Identification of the copyrighted work that you claim has been infringed;
Identification of the material, including URL, that you claim is infringing, with enough detail so that we may locate it;
Your address, telephone number, and e-mail address;
statement declaring under penalty of perjury that (a) you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (b) the above information in your notice is accurate, and (c) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and
Your physical or electronic signature.
29. INTELLECTUAL PROPERTY NOTICES
All contents of the Site and Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © Nau Media, and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved.
Nau Media and the Nau Media logo are including without limitation, either trademarks, service marks or registered trademarks of Nau Media Corporation., and may not be copied, imitated, or used, in whole or in part, without Nau Media's prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.
Nau Media may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted you licenses to our intellectual property in these Terms, our providing you with the Service does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.