NEXA Terms of Use
These Terms of Use (“Terms”) apply to your use of this website, any associated mobile sites, services, applications, or platforms (“Sites”). Please review these Terms carefully, as they affect your legal rights. Your use of the Sites constitutes your agreement and acceptance of the Terms. If at any time you do not accept the Terms, stop using the Sites. As used in these Terms, “NEXA,” “us,” “our,” or “we” refers to MW International Ventures LLC, d/b/a NEXA, which owns and operates the Sites. “You” and “Your” mean the user(s) of the Sites.
THESE TERMS CONTAIN BOTH A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION. THESE PROVISIONS REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY USING THE SITES, YOU EXPRESSLY AGREE TO BE BOUND BY AND ABIDE BY THEM, INCLUDING THE MANDATORY INDIVIDUAL ARBITRATION PROVISION AND THE CLASS ACTION/JURY TRIAL WAIVER PROVISION. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCESS OR USE THE SITES AND MUST IMMEDIATELY DISCONTINUE ANY AND ALL USE OF THE SITES.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Sites (including their interpretation, breach, termination, enforcement, or validity) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Consumer Arbitration Rules.
The arbitration shall be conducted by a single arbitrator in [Delaware], and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
To the fullest extent permitted by applicable law, you and we agree that any proceedings to resolve disputes will be conducted solely on an individual basis and not in a class, consolidated, or representative action. EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL.
Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Permitted Uses
You may use the Sites or your account only in compliance with these Terms and all applicable laws. You may not use the Sites in any manner that could harm NEXA, its affiliates, its brands, or any person or property. In addition, you must not:
• Reverse engineer, decompile, disassemble, or make any attempts to discover the source code or algorithms of our Sites.
• Modify or disable any features of our Sites.
• Create any derivative works based on our Sites.
• Rent, lease, lend, sublicense, or provide any commercial hosting services using our Sites.
• Infringe our intellectual property rights or the rights of anyone else while using our Sites.
• Use our Sites in any way that violates these Terms or any laws, rules, regulations, codes of practices, guidelines or any other requirements of regulatory authorities, as amended from time to time, within the jurisdiction in which you are a resident or from which you are using the Sites (“Applicable Law”).
• Use our Sites in any fraudulent or malicious way, for example to introduce viruses, malicious code, or harmful data.
• Use our Sites in any way that could damage, disable, overburden, impair, or compromise our systems or security, or interfere with other users of our Sites.
• Collect or harvest any information or data from our Sites or systems or attempt to decipher any transmissions to or from the servers running our Sites, except to the extent allowed by Applicable Law.
Copyrights, Trademarks, and Patents
All content on the Sites (including but not limited to graphics, drawings, design, text, software, selection, and arrangement) is protected by copyright laws in the United States. You may not access, download, copy, modify, distribute, transmit, display, reproduce, publish, license, create derivative works from, transfer, or sell any part of the content or Sites for commercial purposes, whether on behalf of yourself or a third party.
All trademarks, service marks, and trade names are trademarks or registered trademarks of NEXA.
User Content
The Sites may allow you to share things like comments, photos, messages, or documents with us or with other users. When you share content, you continue to own the intellectual property rights to your content and you are free to share the content with anyone else wherever you want. However, to use your content on our Sites, you need to grant us a license for any content that you create or upload using our Sites. When you upload, transmit, create, post, display or otherwise provide any information, materials, documents, media files or other content on or through our Sites (“User Content”) you grant us a worldwide, non-exclusive, royalty-free license to use, host, store, reproduce, and display User Content solely for the purpose of operating, improving, and providing the Sites.
We do our best to keep User Content safe, but we’re not responsible if any of your User Content or other data is lost. You should keep local copies or make backups of contents and other data, just in case something goes wrong.
YOU ARE ENTIRELY RESPONSIBLE FOR THE USER CONTENT PROVIDED BY YOU AND FOR ANY CONSEQUENCES ARISING IN CONNECTION WITH THAT USER CONTENT (INCLUDING ANY LOSS OR DAMAGE SUFFERED OR INCURRED BY US OR OTHER USERS).
YOU REPRESENT AND WARRANT THAT (I) YOU ARE THE OWNER OF ALL RIGHTS PERTAINING TO THE USER CONTENT OR OTHERWISE AUTHORIZED TO GRANT US THE USER CONTENT LICENSE; (II) THE USER CONTENT WILL NOT INFRINGE ANY INTELLECTUAL PROPERTY OR OTHER THIRD- PARTY RIGHTS; (III) THE USER CONTENT WILL COMPLY AND CONFORM TO ANY AGE CLASSIFICATION RULES AND REQUIREMENTS (INCLUDING ACCURATE AND ADEQUATE CLASSIFICATION AND RATING OF ANY USER CONTENT, AS THE CASE MAY BE) UNDER APPLICABLE LAW.
Social Media
We welcome you to share User Content and information about our products and services through social media. When you use social media to share Site content, you grant us the right to reproduce and publish your social media posting and to use the username / social media handle that you used when sharing the content. You are responsible for complying with the terms and conditions of social media platforms.
Security Incident Management
We maintain documented incident response and information security procedures designed to detect, assess, contain, and remediate information security incidents in accordance with recognized industry standards. In the event of a confirmed security incident affecting customer data, we will take appropriate response actions and provide notifications as required by applicable law or contractual obligation. Specific response activities, timing, and remediation measures are governed by internal policies and applicable law and do not create any additional contractual obligations beyond those required by applicable law.
Digital Millennium Copyright Act
A. DMCA Notice
If you are a copyright owner or an agent thereof and believe that any content on our Sites infringes upon your copyrights, you may submit a notification (“Notification”) pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single Notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing 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 the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
• 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 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.
You can send your notice to legal@socialmobile.com.
A copy of your DMCA Notification will be sent to the person who uploaded the material addressed in the Notification.
Please be advised that under Section 512(f) of the Digital Millennium Copyright Act you may be held liable for damages and attorneys’ fees if you make material misrepresentations in a DMCA Notification.
B. DMCA Counter-Notice
If you, the user, receive a DMCA Notification because your content is claimed to infringe a copyright, but you believe in good faith that your content is not infringing or that you have authorization to use the material, you may respond to the DMCA Notification by sending a counter notification (“Counter Notification”) to our DMCA Agent (whose contact information is provided above) that includes:
• Your physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled (such as a URL for the webpage for where the material is posted);
• A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a United States District Court in Delaware, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
If you submit a DMCA Counter Notification, a copy of the counter notification, including your name and contact information, will be sent to the copyright owner or person who provided the DMCA notification. Please note that sending a DMCA Counter Notification may not result in your content being restored to our services if the copyright owner chooses to file suit against you within ten (10) business days of receiving the counter notification.
Third-Party Services
We work with a global network of partners and service providers to provide you with useful content and functionality in connection with our Sites. This may include information, links, advertisements, chat services, or other content or functionality provided by third parties (“Third-Party Services”). We are not responsible for, and have no control over, any Third-Party Services, and we aren’t liable for any damages or losses that are caused by any Third-Party Services.
Website and Content Subject to Change
While we try to make our Sites error-free, we do not guarantee that the content provided through the Sites is complete, current, or error-free (including content related to product availability, specifications, features, or prices). If we discover errors, we will make reasonable efforts to correct them. In some cases, product measurements and descriptions are approximate and provided only for ease of explanation or convenience.
Export Control
You are responsible for complying with United States and foreign export controls and for any violation of such controls, including any United States embargoes or other rules and regulations restricting exports. You represent that you are not: (1) located in, or a resident or a national of, any country subject to a government embargo or other restriction, or that has been designated by any government as a “terrorist supporting” country; or (2) on any government list of restricted end users.
Warranty Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SITES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND FROM US, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OR OTHER TERMS EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY, WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, ACCURACY, LACK OF VIRUSES, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR OTHER VIOLATION OF RIGHTS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR OUR AFFILIATES SHALL BE DEEMED TO ALTER OUR DISCLAIMER OF WARRANTY REGARDING OUR SITES, OR TO CREATE ANY WARRANTY OF ANY SORT FROM US.
WITHOUT LIMITING THE PREVIOUS DISCLAIMER, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT OUR SITES OR THE CONTENT THEREIN WILL (i) OPERATE IN AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE MANNER; (ii) WILL BE FREE FROM ALL HARMFUL COMPONENTS OR ERRORS; (iii) WILL BE SECURE OR IMMUNE (INCLUDING THE CONTENT DELIVERED TO YOU OR THE INFORMATION YOU PROVIDED) FROM UNAUTHORIZED ACCESS; OR (iv) WILL BE ACCURATE, COMPLETE, OR RELIABLE, THAT THE QUALITY OF THE SITES WILL BE SATISFACTORY TO YOU, OR THAT ERRORS WILL BE CORRECTED. IN ADDITION, WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THIRD-PARTY SERVICES, ADVERTISEMENTS, CONTENT, OR ANY OTHER PRODUCT, SITES OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH OUR SITES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFIT, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY OR DATA, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY OTHER INTANGIBLE LOSSES. THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND EVEN TO ANY CLAIMS YOU MAY BRING AGAINST ANY OTHER PARTY TO THE EXTENT THAT WE WOULD BE REQUIRED TO INDEMNIFY THAT PARTY FOR SUCH CLAIM. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS ARE REASONABLE GIVEN THE BENEFITS OF THE SITES AND YOU WILL ACCEPT SUCH RISK AND/OR INSURE ACCORDINGLY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITES SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
Indemnity
You agree to indemnify, defend, and hold harmless us, our licensors, our agents, and all officers, directors, and employees from any and all third-party claims, actions, losses, damages, liabilities, judgements, grants, costs, and expenses (including reasonable attorneys’ fees) arising from: (i) your use of our Sites or use by any person that you allow to use our Sites that is not in accordance with these Terms, (ii) any breach of these Terms by you or by any person that you allow to use our Sites, or (iii) any violation of any laws or regulations or the rights of any third party by you or by any person that you allow to use our Sites.
Geographic Scope
The Sites are primarily intended for users within the United States of America. Claims about our products or services are limited to the United States, unless otherwise disclosed. The Sites are intended to promote solely products that are sold in the United States. We do not represent or warrant that the Sites are appropriate or available for use outside the United States.
Governing Law
The formation, existence, construction, performance, validity and all aspects whatsoever of these Terms will be governed by the law of the State of Delaware, without reference to its choice of laws principles. These Terms will not be governed by the UN Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Notwithstanding the foregoing, we may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any court of competent jurisdiction.
Entire Agreement & Severability
These Terms, our Privacy Policy, any additional terms that accompany our Sites, any amendments and any additional agreements you may enter into with us shall constitute the entire agreement between you and us with respect to our Sites, and supersede all prior or contemporaneous oral or written communications, proposal, and representations with respect to our Sites or any subject matter covered by these Terms. If any provision of these Terms is deemed to be invalid, illegal or unenforceable (in whole or in part), then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. You may be subject to additional terms and conditions that govern your use of third-party services, content, or software.
No Waiver
If we do not exercise or enforce any legal right or remedy which is set out in these Terms or which we have the benefit of under any Applicable Law, this will not be construed as a formal waiver of our rights or remedies and such rights or remedies will remain available to us.
Reservation of Rights & Feedback
Nothing in these Terms gives you a right to use the NEXA name or any of the NEXA trademarks, logos, domain names, and other distinctive brand features. All rights, title, and interest in and to our Sites (excluding content provided by third parties) are and will remain the exclusive property of NEXA and its licensors. If you choose to make available any comments, ideas, feedback, or suggestions, we will be free to use such comments, ideas, feedback or suggestion as we see fit and without any obligation to you.
Survival
Any provisions within these Terms that by their nature should continue to be in effect, shall survive the expiration or termination of these Terms, and remain valid and binding.
Additional Terms May Apply
Depending on which of our products or services you use, additional terms may apply (“Additional Terms”). Additional Terms may also apply for promotions, sweepstakes, contest, giveaways, or similar programs. If these Terms are inconsistent with any Additional Terms, the Additional Terms will control.
Changes to these Terms
From time to time, we may change these Terms in our sole discretion. We will make reasonable efforts to notify users of material changes (e.g., by posting a notice on the Sites or updating the “Last Updated” date). You are responsible for regularly reviewing these Terms, and your continued use of the Sites following any changes indicates your acceptance of those changes.