Read these Terms and Conditions of Use carefully before using or accessing this Naiku Web site (this “Site”) or any materials contained in or linked to this Site.
By using this Site and/or causing the use of this Site through electronic or other means, you signify your acknowledgment that you have read and accepted these Terms and Conditions of Use. If you do not agree to these Terms and Conditions of Use, you may not access or otherwise use this Site or any part of this Site.
Naiku reserves the right to update or revise these Terms and Conditions; please check these Terms and Conditions periodically to review any changes. Your continued use of this Site following the posting of any changes to these Terms and Conditions constitutes acceptance of those changes.
These Terms and Conditions of Use govern your use and access to the Site and constitute a binding contract (“Agreement”) by and between Naiku, Inc., a Delaware corporation with its principal place of business at 7620 W 78th Street, Edina, Minnesota, and you. Please read this Agreement carefully. By using this Site and/or causing the use of this Site through electronic or other means, you signify that you accept this Agreement and that you:
- acknowledge that Naiku specifically disclaims any liability, loss, damage or risk incurred as a consequence, directly or indirectly, of the Site;
- agree that your use of the Site is governed by this Agreement, as amended from time to time; and
- will only use the materials contained in or accessible through the Site for personal, noncommercial and informational purposes or, if your use or access is professional in nature, pursuant to the Terms and Conditions of any separate license agreement between you or your employer and Naiku.
You agree to abide by all applicable local, state, national, and international laws, regulations, ordinances, bylaws, and rules and are solely responsible for all acts or omissions that occur as a result of your use of or access to the Site, including, without limitation, the content of your transmissions through or to the Site. By way of example, and not as a limitation, you agree not to:
- use the Site in connection with chain letters, junk e-mail, spamming, or any duplicative or unsolicited messages (commercial or otherwise);
- harvest or otherwise collect or disseminate information about others, including email addresses, without their consent or without authorization through a separate license between you and Naiku;
- create a false identity, forged email address, or header, or otherwise attempt to mislead others as to the identity of the sender or the origin of a message;
- transmit through the Site unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, offensive, or otherwise objectionable material;
- transmit any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
- use the Site to violate any applicable law restricting the export or import of data, software, or any other content;
- interfere with or disrupt networks connected to the Site or violate the regulations, policies, or procedures of such networks;
- gain or attempt to gain unauthorized access to the Site, or other accounts, computer systems, or networks connected to the Site, through password mining or by any other means;
- interfere with another member’s use and enjoyment of the Site;
- use the Site in any unethical manner or contrary to accepted community standards; or
- use the Site to solicit business for any competitive company or service.
Proprietary Rights to Content
You acknowledge that content, including but not limited to data, text, analyses, software, music, sound, photographs, video, graphics, or other material accessible to you by virtue of your use of the Site is protected by copyrights, trademarks, service marks, patents, trade secrets, data rights, publicity or privacy rights, or other intellectual property rights and laws. Unless you are expressly authorized to do so, you shall not sell, lease, modify, copy, republish, upload, download, post, broadcast, transmit, or distribute in any way content available through the Site. You acknowledge that any information provided by or through Naiku is for informational purposes only and is not intended to constitute professional advice.
Content Provided by User
By posting or submitting content to the Site you automatically grant to Naiku the right to use, reproduce, display, perform, adapt, modify, distribute, or promote the content in any form for any purpose. You further represent and warrant that you own or otherwise control all necessary rights to the content and that public posting and use of the content by Naiku will not infringe or violate the rights of any third party. You acknowledge and agree that you are responsible for all content posted or submitted by you.
All trademarks, service marks, and/or trade names that appear on the Site that are not Naiku marks are the trademarks of their owners. References to any names, marks, products, or services of third parties do not constitute or imply endorsement, sponsorship, or recommendation of the third party or its products or services.
Suspension or Denial of Access
Naiku may, without notice, suspend, disconnect, deny, or restrict your access to any Site:
- during any technical failure or modification of or maintenance to the Site;
- if you use the Site in breach of this Agreement;
- if you do or fail to do anything in Naiku’s opinion that may have the effect of jeopardizing the operation or integrity of the Site; and/or
- if you breach any license or other agreement between you and Naiku.
Exclusion of Warranties and Limitation of Liability
The Site may contain links to third-party sites, resources, and sponsors. Links to and from the Site to other third-party sites do not constitute an endorsement by Naiku of any third-party sites, resources, sponsors, or content, and Naiku shall not be responsible or liable, directly or indirectly, for any such sites, resources, sponsors, or content.
Naiku does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Site. You acknowledge that any reliance upon any such opinion, advice, statement, or information is at your sole risk. Naiku does not and cannot review all materials posted to the Site by users and Naiku is not responsible for any such materials.
Naiku does not and cannot review all materials posted to the Site by users and Naiku is not responsible for any such materials.
THE SITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE THEREON OR ACCESSED THERETHROUGH IS PROVIDED “AS IS.” Naiku AND ITS PARTNERS AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR: (1) THE CONTENT CONTAINED IN THE SITE; (2) THE MATERIALS, INFORMATION, OR FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SITE; (3) ANY PRODUCTS OR SERVICES OF OR LINKS TO THIRD PARTIES; OR (4) ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITES. Naiku AND ITS PARTNERS AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Naiku DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER ON WHICH IT OPERATES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Naiku WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, OR CONSEQUENTIAL LOSS OR DAMAGE, ARISING FROM THE SITE WHETHER OR NOT CAUSED BY ANY NEGLIGENT ACT OR OMISSION. IF ANY LEGISLATION, RULE OR DECISION IMPLIES ANY TERM OR WARRANTY THAT CANNOT BE EXCLUDED, Naiku’S SOLE LIABILITY WILL BE, IN THE CASE OF GOODS OR SERVICES, TO RESUPPLY OF THE GOODS OR SERVICES, OR TO PAY FOR THE COST OF HAVING THE GOODS OR SERVICES RESUPPLIED.
Naiku may offer you tools with which to transact business or otherwise interact with third parties, which includes individuals. You must take appropriate precautions in providing information to such third parties or in otherwise interacting with such third parties. All contacts or interactions between you and such third parties are at your own risk, and Naiku shall have no liability for any such contacts or interactions.
You hereby agree to indemnify, defend, and hold Naiku and all of its subsidiaries, affiliates, officers, directors, owners, agents, employees, information providers, partners, licensors, and licensees (collectively “Indemnified Parties”) harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this Agreement or the foregoing representations, warranties, or covenants, including, without limitation, attorney s fees and costs. You shall cooperate fully, as reasonably required, in the defense of any claim. Naiku reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without written consent of Naiku.
Governing Law and Forum
This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of Minnesota, notwithstanding its choice of law rules. The parties agree that any legal action or proceeding relating to this Agreement shall be filed in, heard by, and venue shall be proper in, the federal or state courts of the State of Minnesota, and the parties voluntarily submit to the jurisdiction of those courts for such purposes.
If a provision of this Agreement or a right or remedy under it is invalid or unenforceable in a particular jurisdiction: (a) it is to be read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; and (b) it does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction.
A single or partial exercise of a right does not preclude a further exercise of that right or the exercise of another right. Failure by a party to exercise a right or delay in exercising that right does not prevent its exercise or operate as a waiver. A waiver is only effective in the specific instance and for the specific purpose for which it is given.
The rights and remedies of a party under this Agreement do not exclude any other right or remedy provided by law.
This Agreement is the entire agreement between you and Naiku with respect to the subject matter hereof. Any understanding, arrangement, representation, or provision not expressly set out herein is not binding. All correspondence, negotiations, and other communications in relation to its subject matter that precede this Agreement are suspended by it and merged into it.