Terms of Service
Last Updated: January 11 2023
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND NEMODATA THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
3. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
4. Who May Use the Services?
(a) Use of the Services. You may use the Services only if you are 18 years or older and capable of forming a binding contract with Nemodata, and not otherwise barred from using the Services under applicable law.
(b) Account Registration. For certain features of the Services you’ll need an account. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account.
(c) Authorized Users. If you are a company or other legal entity, the Services may only be accessed and used by your employees or contractors who have been designated and authorized by you to be granted such access (each an “Authorized User”) for the sole purpose of performing their job functions for you. Each account for the Services may only be accessed and used by the specific Authorized User for whom such account is created. The account credentials are confidential and cannot be shared or used by more than one person. You are responsible and liable for: (i) all actions taken under an Authorized User’s credentials, whether or not such action was taken or authorized by the Authorized User; and (ii) all uses of the Services resulting from access provided by Nemodata, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
6. Your Content and Data.
(a) Posting Content. Our Services may allow you to store, share, submit, or otherwise upload data, information and other content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you store or otherwise make available through the Services is referred to as “User Content”. Nemodata does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
(b) Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Nemodata a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services. Nemodata may use, display and modify the User Content solely to provide and improve the Services during the Term. In addition, Nemodata may develop or derive data or insights in deidentified form from (i) any User Content; or (ii) your and/or Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services.
(c) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Nemodata on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(d) Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
(e)Nemodata’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.
7. General Prohibitions and Nemodata’s Enforcement Rights. You will not, and will ensure your Authorized Users will not, do any of the following:
(a) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
(b) Use, display, mirror or frame the Services or any individual element within the Services, Nemodata’s name, any Nemodata trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Nemodata’s express written consent;
(c) Access, tamper with, or use non-public areas of the Services, Nemodata’s computer systems, or the technical delivery systems of Nemodata’s providers;
(d) Attempt to probe, scan or test the vulnerability of any Nemodata system or network or breach any security or authentication measures;
(e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Nemodata or any of Nemodata’s providers or any other third party (including another user) to protect the Services;
(f) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Nemodata or other generally available third-party web browsers;
(g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
(h) Use any meta tags or other hidden text or metadata utilizing a Nemodata trademark, logo URL or product name without Nemodata’s express written consent;
(i) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
(j) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
(k) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
(l) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
(m) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
(n) Impersonate or misrepresent your affiliation with any person or entity;
(o) Violate any applicable law or regulation; or
(p) Encourage or enable any other individual to do any of the foregoing.
Nemodata is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
8. DMCA/Copyright Policy. Nemodata respects copyright law and expects its users to do the same. It is Nemodata’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
9. Links to Third Party Websites or Resources; Third Party Services.
(a) Links to Third Party Websites or resources. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
(b) Third-Party Services. Certain features and functionalities within the Services may allow you and your Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Services. Nemodata does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. You are solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for you and your Authorized Users to use the Third-Party Services in connection with the Services.
10. Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at email@example.com. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 7(b), 7(c), 7(e), 9, 12, 13, 14, 15, 16, 17 and 19.
11. Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
12. Indemnity. You will indemnify and hold Nemodata and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.
13. Limitation of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER NEMODATA NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NEMODATA OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEMODATA’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO NEMODATA FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO NEMODATA, AS APPLICABLE.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NEMODATA AND YOU.
14. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Nemodata are not required to arbitrate will be the state and federal courts located in the United States, and you and Nemodata each waive any objection to jurisdiction and venue in such courts.
15. Dispute Resolution for Individuals. If you are an individual who uses the Services for yourself and not on behalf of an organization or entity, disputes with Nemodata shall be resolved as set forth in this Section 17.
(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Nemodata agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Nemodata are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(b) Exceptions. As limited exceptions to Section 17(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(e) Injunctive and Declaratory Relief. Except as provided in Section 17(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver. YOU AND NEMODATA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(g) Severability. With the exception of any of the provisions in Section 17(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
16. Dispute Resolution for Entities. If you are accessing and using the Services on behalf of a company or other legal entity, any Dispute will be resolved exclusively accordingly to the process set forth in Section 17, expressly including the class action waiver, except that, to the extent legally permitted, (a) each party will be responsible for their own filing, administrative, arbitrative and similar fees, (b) the losing party will pay the prevailing party for all costs and attorney’s fees, and (c) the AAA Commercial Arbitration Rules will apply to any arbitration between us.
17. General Terms.
(a) Reservation of Rights. Nemodata and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
(b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Nemodata and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Nemodata and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Nemodata’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Nemodata may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(c) Notices. Any notices or other communications provided by Nemodata under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(d) Waiver of Rights. Nemodata’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Nemodata. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
18. Contact Information. If you have any questions about these Terms or the Services, please contact Nemodata at firstname.lastname@example.org
Service Level Agreement
Last Updated: March 1st, 2023
1. INTRODUCTION AND DEFINITIONS
This Service Level Agreement ("SLA") defines the responsibilities of the Company with regard to standard support and maintenance offering, with respect to the Company's Platform (the “Software”). This SLA forms an integral part of the commercial agreement executed between the Customer and the Company on September 1, 2020 (the “Agreement”).
"Customer" refers to a customer of the Company who purchased a license to use the Software, and
such purchase includes Support and Maintenance services for no additional consideration, or
such customer paid additional fees for Support and Maintenance services.
“Support” refers to Company’s responsibilities to address questions and issues related to the Company's Software components.
“Maintenance” refers to Customer's rights to receive bug fixes and version updates for the Software.
“Downtime” or “Downtime Incident” means the time in which the Software is unavailable to the Customer as measured and determined solely by the Company. Downtime Incidents exclude: (a) planned downtimes announced at least 72 hours in-advance by Company, including without limitation, for periodic upgrade and maintenance; and/or (b) any time during which the Company is awaiting information from the Customer, or awaiting Customer's confirmation that the Software has been restored.
2. SUPPORT HOURS AND CHANNELS
Standard support is provided via email and during regular business hours, Israel Daylight Time (IDT). On-site support is not included in such framework.
2.1 Support Hours
Support hours are Sunday through Thursday; 9:00am to 5:00pm, excluding public holidays.
2.2 Support Channels
Please send all support emails to email@example.com
3. SEVERITY LEVELS AND EXPECTED RESPONSE TIME.
The Company guarantees a specific response time according to the severity of the reported issue. The following table defines the severity levels and the maximum response times guaranteed by the Company's support team:
Severity Level: 1
Critical Flaw: A Critical Flaw shall be defined as a flaw adhering one or more of the following conditions: (i) it results in a total failure of the Software or of Customer's systems; or (ii) it creates a situation that does not allow enabling at least one substantial feature of the Software.
Initial Response time: Up to 4 hours
Severity Level: 2
Major Flaw: A Major Flaw shall be defined as a flaw adhering one of more of the following conditions: (i) it severely impairs systems the Software interacts or their material functionality; (ii) it creates a substantial flaw in Customer's ability to provide its services; or (iii) it causes a system restart that impairs the services or the operation of certain features of Customer's system, more than once a day.
Initial Response time: Up to 8 hours
Severity Level: 3
Minor Flaw: A Minor Flaw shall be deemed as any other flaw.
Initial Response time: Up to 4 business days
Severity Level: 4
All non-service-impacting issues such as documentation or product enhancement requests, questions, etc.
Initial Response time: Up to 10 business days
As part of Maintenance services provided by the Company hereunder, the Company shall make available to Customer any updates to the Software, if and when the Company makes such updates generally available to its other customers then covered by Maintenance services with similar terms as the terms of this SLA.
Company will make efforts to implement or release updates and upgrades to the Software outside of normal business hours.
The Company version release policy:
Major version upgrades may include significant capabilities or feature enhancements. Major upgrades also include accumulated bug fixes. The Company will provide Customer with a 10-business days' notice prior to the release of such Major versions.
Minor version upgrades may include aggregated bug fixes and/or minor functionality enhancements. The Company will provide Customer with a 3-business days' notice prior to the release of such Minor versions.
Note that the Company shall have no responsibility to repair any Software damages or other defects that were caused due to the Customer's failure to use updated versions that were provided by the Company specifically in order to avoid such damages or defects.
The Company's obligations under this SLA do not apply to any: (a) Software provided for evaluation purposes (unless otherwise explicitly set forth in the Agreement); (b) features or services which are not included in the Software; or (c) Downtime Incidents that: (i) are explicitly excluded under this SLA; (ii) are caused by factors beyond the Company's reasonable control; (iii) resulted from Customer’s software or hardware that would have been prevented but for such Customer's software or hardware; (iv) resulted from the Customer's own management or misuse of the Software; (v) resulted from third party software or hardware, the use of which was not approved by the Company in advance; or (vi) resulted from violation by Customer of the Agreement.
6. ADDITIONAL SERVICES THAT ARE NOT INCLUDED IN THE SLA
Services under this SLA specifically exclude the following services, which shall be separately billed as detailed in the Agreement or the Customer's order: (i) on-site installation and deployment, (ii) on-site engineering services, (iii) instructions of any kind (other than basic assistance with installation) relating to the use of the Software, (iv) Software training, and (iv) general consulting and assistance regarding the operation of the Software or its functionality, which do not relate to a flaw.
7. SUPPORT PROVIDED BY THIRD PARTIES
To the extent customer purchased support/maintenance services directly from third parties (the "Third Party Providers"), the company makes no representations with respect thereto, and the customer hereby waives any claims related to any services that the Third Party Providers may provide to the customer.
Any rights granted to customer under any contract or purchase order between the customer and Third Party Providers that are not explicitly provided herein, apply only in connection with such third parties, and not the company.
The company disclaims any warranties or representations provided or made to the customer by the Third Party Providers. Such warranties and representations are the sole responsibility of the Third Party Providers.
One City Center
110 Corcoran St.
Durham, NC 27701
United States of America
HaHarash St 20