Florida-Annual-Report.com • WEBSITE TERMS OF USE
1. AGREEMENT
These Terms of Use (the “Agreement”) constitute a legally binding agreement by and between Nvannualreport.com (hereinafter, “NVAR”) and you or your company (in either case, “You” or “Your”) concerning Your use
of NVAR’s website (the “Website”) and the services available through the Website (the “Services”). By using the Website and Services, You represent and warrant that You have read and understood, and agree to be
bound by, the Agreement and NVAR’s Privacy Policy (the “Privacy Policy”), which is incorporated herein by reference and made part of this Agreement.
IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES.
2. PRIVACY POLICY
By using the Website, You consent to the collection and use of certain information about You, as specified in the Privacy Policy. NVAR encourages users of the Website to frequently check NVAR’s Privacy Policy for changes.
3. CHANGES TO AGREEMENT AND PRIVACY POLICY
Internet and wireless technology and the applicable laws, rules, and regulations change frequently. ACCORDINGLY, NVAR RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND ITS PRIVACY POLICY AT ANY TIME UPON NOTICE TO
YOU, TO BE GIVEN BY THE POSTING OF A NEW VERSION OR A CHANGE NOTICE ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT AND THE PRIVACY POLICY PERIODICALLY. IF AT ANY TIME YOU FIND EITHER
UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES. Unless NVAR obtains Your express consent, any revised Privacy Policy will apply only to information collected by NVAR after such
time as the revised Privacy Policy takes effect, and not to information collected under any earlier Privacy Policies.
4. ELIGIBILITY
BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. Any individual using the
Website or Services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.
5. LICENSE
Subject to Your compliance with the terms and conditions of this Agreement, NVAR grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to use the Website
and Services. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the
express written consent of NVAR. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of NVAR or any other party. The license granted in this section is
conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
6. PASSWORD PROTECTION
In connection with Your use of certain Services, You may be asked to provide, or may be given, a user name and password. You are entirely responsible for maintaining the confidentiality of Your password. You may
not use the account, user name, or password of any other Member at any time. You agree to notify NVAR immediately of any unauthorized use of Your account, user name, or password. NVAR shall not be liable for any
loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by NVAR, its affiliates, officers, directors, employees,
consultants, agents, and representatives due to someone else’s use of Your account or password. You must also promptly notify NVAR if any credit/debit card that You have provided to us is lost, stolen or used
without permission.
7. CONSENT TO BE CONTACTED BY NVAR
By registering with the Website, You thereby consent to receive periodic email communications regarding the services. As part of registration, You may also elect to receive periodic email communications regarding
special offers and other promotions (collectively, "Special Offers"). You may opt-out of receiving Special Offers at any time by (a) following the unsubscribe instructions contained in each Special Offer; or (b)
changing the email preferences in your account.
By completing and submitting information to NVAR via the Website, including through the "Add My Company" and "Contact Us" forms, You thereby consent to be contacted by NVAR by email, telephone, or other
method provided by You concerning your submission.
8. ENTITY INFORMATION
NVAR’s Services include, but are not limited to, the provision of information on business entities and their related officers, members, managers, directors and partners (collectively, “Entity Information”).
The Entity Information available on the Website is provided to NVAR by Website users and third parties, such as government agencies.
a. General Disclaimer of Accuracy of Entity Information
NVAR does not investigate, review, or otherwise ascertain the accuracy of Entity Information. NVAR MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE ACCURACY, RELIABILITY, COMPLETENESS, OR
CURRENCY OF ENTITY INFORMATION. UNDER NO CIRCUMSTANCES WILL NVAR BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ENTITY INFORMATION OR OTHER CONTENT AUTHORED OR PROVIDED BY YOU OR THIRD PARTIES.
b. Entity Information Provided by You
In connection with Your use of certain Services, including without limitation NVAR’s “Add My Company” feature, You may be required to complete a registration form. You represent and warrant that all
information, including Entity Information, You provide on the registration form or otherwise in connection with Your use of the Website and Services, will be current, complete and accurate, and that
You will update that information as necessary to maintain its completeness and accuracy. You represent and warrant that you will not use the Website or Services to post any incorrect, false,
defamatory, fraudulent, or misleading Entity Information. NVAR DOES NOT REPRESENT, WARRANT OR GUARANTEE THE CURRENCY OR ACCURACY OF ANY INFORMATION ON THE WEBSITE, AND HEREBY DISCLAIMS ALL
RESPONSIBILITY AND LIABILITY FOR ANY INFORMATION, INCLUDING ENTITY INFORMATION, PROVIDED BY YOU.
c. Entity Information Provided by Third Parties
Opinions, advice, statements, or other information made available by means of the Website and Services by third parties, are those of their respective authors, and should not necessarily be relied on.
Such authors are solely responsible for such content. NVAR DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY INFORMATION ON THE WEBSITE; OR (II) ADOPT, ENDORSE OR
ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY A THIRD-PARTY BY MEANS OF THE WEBSITE AND SERVICES. UNDER NO CIRCUMSTANCES WILL NVAR BE RESPONSIBLE
FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE OR TRANSMITTED TO OR BY ANY THIRD-PARTY.
9. USER CONTENT
“User Content” is any content, materials or information that You upload or post to, or transmit, display, perform or distribute by means of the Website, whether in connection with Your use of Services or
otherwise. YOU HEREBY GRANT NVAR A PERPETUAL, FULLY PAID-UP, WORLDWIDE, SUBLICENSABLE, IRREVOCABLE, ASSIGNABLE LICENSE TO COPY, DISTRIBUTE, TRANSMIT, PUBLICLY DISPLAY OR PERFORM, EDIT, TRANSLATE, REFORMAT AND
OTHERWISE USE USER CONTENT IN CONNECTION WITH THE OEPRATION OF THE WEBSITE, SERVICES OR ANY OTHER SIMILAR OR RELATED BUSINESS, IN ANY MEDIUM NOW EXISTING OR LATER DEVISED, INCLUDING WITHOUT LIMITATION IN
ADVERTISING AND PUBLICITY. YOU FURTHER AGREE THAT NVAR MAY PUBLISH OR OTHERWISE DISCLOSE YOUR INFORMATION IN CONNECTION WITH ITS EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION. YOU AGREE TO WAIVE, AND HEREBY
WAIVE, ANY CLAIMS ARISING FROM OR RELATING TO THE EXERCISE BY NVAR OF THE RIGHTS GRANTED UNDER THIS SECTION, INCLUDING WITHOUT LIMITATION ANY CLAIMS RELATING TO YOUR RIGHTS OF PERSONAL PRIVACY AND PUBLICITY.
YOU WILL NOT BE COMPENSATED FOR ANY EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION.
You hereby represent and warrant that You own all rights, title and interest in and to User Content or are otherwise authorized to grant the rights provided NVAR under this section.
You represent and warrant that You shall not use the Website or Services to upload, post, transmit, display, perform or distribute any content, information or materials that: (a) are libelous, defamatory, abusive, or
threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child pornography; (c) solicit personal information from or exploit in a sexual or violent manner
anyone under the age of 18; (d) incite, encourage or threaten physical harm against another; (e) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group
of people; (f) glamorize the use of hard core illegal substances and drugs; (g) advertise or otherwise solicit funds or constitute a solicitation for goods or services; (h) violate any provision of this
Agreement or any other NVAR agreement or policy; or (i) is generally offensive or in bad taste, as determined by NVAR (collectively, “Objectionable Content”).
NVAR DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE CONTENT OF THE WEBSITE AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREON.
Without limiting any of its other remedies, NVAR reserves the right to terminate Your use of the Website and Services for Your uploading, posting, transmission, display, performance or distribution of
Objectionable Content and/or other abuse of the Website and Services. At the sole discretion of NVAR, if You are suspected or found to have posted numerous reviews, comments, or other content on the Website
using different pseudonyms, Your content will be removed.
NVAR, in its sole discretion, may delete any Objectionable Content and/or other content from the Website and NVAR’s servers. NVAR intends to cooperate fully with any law enforcement officials or agencies
in the investigation of any violation of this Agreement or of any applicable laws.
10. YOUR RESPONSIBILITY FOR DEFAMATORY COMMENTS
You agree and understand that You may be held legally responsible for damages suffered by other Website users or third parties as a result of Your remarks, information, feedback or other content posted or made
available on the Website that is deemed defamatory or otherwise legally actionable. Under the Federal Communications Decency Act of 1996, NVAR is not legally responsible, nor can it be held liable for damages
of any kind, arising out of or in connection to any defamatory or otherwise legally-actionable remarks, information, feedback, or other content posted or made available by You or other third parties on the Website.
11. THIRD-PARTY WEBSITES
The Website is linked with the websites of third parties (“Third-Party Websites”), some of whom may have established relationships with NVAR and some of whom may not. NVAR does not have control over the content
and performance of Third-Party Websites. NVAR HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY
WEBSITES. ACCORDINGLY, NVAR DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION MATERIAL, GOODS OR SERVICES
AVAILABLE THROUGH THIRD-PARTY WEBSITES. NVAR DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF
THIRD-PARTY WEBSITES.
YOU AGREE THAT, WHEN LINKING TO OR OTHERWISE ACCESSING OR USING A THIRD-PARTY WEBSITE, YOU ARE RESPONSIBLE FOR: (I) TAKING PRECAUTIONS AS NECESSARY TO PROTECT YOU AND YOUR COMPUTER SYSTEMS FROM VIRUSES, WORMS,
TROJAN HORSES, MALICIOUS CODE AND OTHER HARMFUL OR DESTRUCTIVE CONTENT; (II) ANY DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT IS OBSCENE, INDECENT, OFFENSIVE, OR OTHERWISE OBJECTIONABLE OR UNLAWFUL, OR THAT
CONTAINS TECHNICAL INACCURACIES, TYPOGRAPHICAL MISTAKES AND OTHER ERRORS; (III) ANY DOWNLOADING, USE OR PURCHASE OF MATERIAL THAT VIOLATES THE PRIVACY OR PUBLICITY RIGHTS, OR INFRINGES THE INTELLECTUAL PROPERTY
AND OTHER PROPRIETARY RIGHTS OF THIRD PARTIES, OR THAT IS SUBJECT TO ADDITIONAL TERMS AND CONDITIONS, STATED OR UNSTATED; (IV) ALL FINANCIAL CHARGES OR OTHER LIABILITIES TO THIRD PARTIES RESULTING FROM
TRANSACTIONS OR OTHER ACTIVITIES; AND (V) READING AND UNDERSTANDING ANY TERMS OF USE OR PRIVACY POLICIES THAT APPLY TO THOSE THIRD-PARTY WEBSITES.
12. PROHIBITED USES
NVAR imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that you will not: (a) provide false, misleading or inaccurate information to NVAR; (b) impersonate, or
otherwise misrepresent affiliation, connection or association with, any person or entity; (c) harvest or otherwise collect information about NVAR users, including email addresses and phone numbers; (d) use or
attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information
from the Website for any use, including without limitation use on third-party websites; (e) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (f)
attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (g) interfere or
attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,”
or “crashing”; (h) use the Website or Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (i) forge any TCP/IP packet header or any part of
the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (j) attempt to modify, reverse-engineer,
decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by NVAR in providing the Website or Services. Any violation of this section may subject
You to civil and/or criminal liability.
13. INTELLECTUAL PROPERTY
a. Compliance with Law
You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times
governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information
or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR
ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. THE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS
RESTS SOLELY WITH YOU.
b. Trademarks
NVAR, NVAR.com and the NVAR logo (collectively, the "NVAR Marks") are trademarks or registered trademarks of Nvannualreport.com. Other trademarks, trade names, service marks, graphics, logos and domain
names appearing on the Website are the trademarks and property of their respective owners. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to,
or any license to reproduce or otherwise use, the NVAR Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the NVAR Marks generated as a
result of Your use of the Website and Services will inure to the benefit of NVAR Services, Inc, and You agree to assign, and hereby do assign, all such goodwill to Nvannualreport.com You shall not at
any time, nor shall You assist others to, challenge NVAR Services, Inc's right, title, or interest in or to, or the validity of, the NVAR Marks.
c. Copyrighted Materials; Copyright Notice
All content and other materials available through the Website and Services, including without limitation the NVAR logo, design, text, graphics, and other files, and the selection, arrangement and
organization thereof, are either owned by NVAR or are the property of NVAR’s licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement
grant You any right, title or interest in or to any such materials. Copyright © 2012 to the present, Nvannualreport.com ALL RIGHTS RESERVED.
d. DMCA Policy
As NVAR asks others to respect NVAR’s intellectual property rights, NVAR respects the intellectual property rights of others. If you have evidence, know, or have a good faith belief that your rights or
the rights of a third party have been violated and you want NVAR to delete, edit, or disable the material in question, you must provide NVAR with all of the following information: (a) a physical or
electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed,
or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of
infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit NVAR to locate the material; (d) information reasonably sufficient
to permit NVAR to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that
use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under
penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to NVAR’s
Copyright Agent by contacting NVAR through the Website
contact page.
14. DISCLAIMERS; LIMITATION OF LIABILITY
a. NO WARRANTIES
NVAR, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVAR,
ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER NVAR NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE
OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT NVAR WILL RECEIVE DOCUMENTS YOU UPLOAD TO NVAR’S SERVERS. YOU AGREE AND UNDERSTAND THAT IT IS YOUR RESPONSIBILITY
TO CONFIRM RECEIPT BY NVAR OF DOCUMENTS UPLOADED TO NVAR’S SERVERS. NEITHER NVAR NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES.
b. YOUR RESPONSIBILITY FOR LOSS OR DAMAGE; BACKUP OF DATA
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD NVAR OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR
ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
IMPORTANTLY, YOU HEREBY ACKNOWLEDGE THAT A CATASTROPHIC DISK FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO YOUR ACCOUNT. YOU AGREE AND UNDERSTAND THAT IT IS YOUR
RESPONSIBILITY TO BACKUP YOUR DATA TO YOUR PERSONAL COMPUTER OR EXTERNAL STORAGE DEVICE AND TO ENSURE SUCH BACKUPS ARE SECURE.
c. LIMITATION OF LIABILITY
THE LIABILITY OF NVAR AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NVAR OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT
LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO NVAR OR ITS LICENSORS AND SUPPLIERS ARISING
OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF
ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF NVAR AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO NVAR DURING THE SIX MONTHS PRECEDING
THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN
BETWEEN NVAR AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
d. APPLICATION
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND NVAR OR BETWEEN YOU
AND ANY OF NVAR’S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS
AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF
ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. NVAR’S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
15. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other NVAR policies, and with any applicable laws or regulations.
16. INDEMNITY BY YOU
Without limiting any indemnification provision of this Agreement, You agree to defend, indemnify and hold harmless NVAR and its officers, directors, employees, agents, affiliates, representatives, sublicensees,
successors, assigns, and Industry Professionals (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively,
“Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this
Agreement; (ii) Your access to or use of the Website or Services; (iii) Your provision to NVAR or any of the Indemnified Parties of information or other data; or (iv) Your violation or alleged violation of any
foreign or domestic, federal, state or local law or regulation.
The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold
harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
17. DISPUTES GOVERNING LAW
The Website, Services, and this Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in Las Vegas, Nevada and shall be
governed by and construed in accordance with the laws of the State of Nevada without regard to its conflict of law principles.
a. 1-Year Limitations Period
ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED.
ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
b. Requirement of Arbitration
You agree that any dispute, of any nature whatsoever, between You and NVAR arising out of or relating to the Website, Services, or this Agreement, shall be decided by neutral, binding arbitration
before a representative of JAMS in Las Vegas, Nevada unless You and NVAR mutually agree to a different arbitrator, who shall render an award in accordance with the substantive laws of Nevada and
JAMS’ Streamlined Arbitration Rules & Procedures. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment.
The arbitrator shall award costs (including, without limitation, the JAMS’ fee and reasonable attorney’s fees) to the prevailing party.
c. Remedies in Aid of Arbitration; Equitable Relief
This agreement to arbitrate will not preclude You or NVAR from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or
confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or NVAR from applying to a court of competent jurisdiction for a
temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING “EQUITABLE
RELIEF” WILL BE THE FEDERAL AND STATE COURTS LOCATED IN LAS VEGAS, NEVADA; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
d. Prohibition on Joinder of Claims
You agree that neither You nor NVAR will join any arbitral or other legal claim with the claim of any other person or entity in a lawsuit, arbitration or other proceeding; that no claim will be
resolved on a class-wide basis, and that neither you nor NVAR will assert any claim in a representative capacity on behalf of anyone else.
18. TERMINATION
a. By NVAR
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, NVAR RESERVES THE RIGHT TO, IN NVAR’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, SUSPEND OR DENY USE OF THE WEBSITE AND/OR SERVICES TO
ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY FAILURE TO PAY FEES OWED NVAR, ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT
CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
b. Automatic Termination Upon Breach By You
This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by NVAR.
c. By You
You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to NVAR notice of Your intention to do so, in the manner required by this Agreement.
d. Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, NVAR may,
but has no obligation to, in NVAR’s sole discretion, rescind any services, and/or delete from NVAR’s systems all information provided by You or information that relates to Your use of the Website or
Services. Subsequent to termination, NVAR reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation
technological barriers such as IP mapping and direct contact with Your Internet Service Provider.
e. Legal Action
If NVAR, in NVAR’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, NVAR will be entitled to recover from You as part of such legal
action, and You agree to pay, NVAR’s reasonable costs and attorneys’ fees incurred as a result of such legal action. NVAR will have no legal obligation or other liability to You or to any third
party arising out of or relating to any termination of this Agreement.
f. Survival
Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1-3, 6-17, and 19-20 will survive any termination of this Agreement.
19. NOTICES
All notices required or permitted to be given under this Agreement must be in writing. NVAR shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to NVAR.
YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH NVAR IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY NVAR OF AN EMAIL TO THAT ADDRESS.
You shall give any notice to NVAR by means of contacting NVAR through the Website contact page.
You agree that any notice received from NVAR electronically satisfies any legal requirement that such notice be in writing.
20. GENERAL
This Agreement constitutes the entire agreement between NVAR and You concerning Your use of the Website and Services. This Agreement may only be modified by a written amendment signed by an authorized executive
of NVAR or by the unilateral amendment of this Agreement by NVAR and by the posting by NVAR of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed
to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one
instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior
written consent of NVAR. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and NVAR are independent contractors, and no agency,
partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except for NVAR, the Indemnified Parties as and licensors and suppliers as and to the extent expressly set
forth above, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights
by You would cause irreparable injury to NVAR and NVAR’s licensors and suppliers, and would therefore entitle NVAR or NVAR’s licensors or suppliers, as the case may be, to injunctive relief. The headings in
this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.
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