Terms
The Nova Services is proprietary technology and is owned and operated by Nova. Use of the Services is made available to Customers strictly subject to the following Terms of Service. By accessing and using the Services, Customer acknowledges and agrees to these Terms of Service.
Nova hereby grants to Customer during the Term, a limited, non-exclusive and non-transferable license to access and use the Services. Except as expressly permitted in this Agreement, Customer shall not, and shall not permit any unapproved related third party to (i) use, copy, modify or otherwise reproduce the Services in whole or in part; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Services; or (iii) distribute, sublicense, assign, share, timeshare, sell, rent, lease, grant a security interest in, or otherwise transfer the Services or Customer’s right to use the Services. All rights not expressly granted to Customer are reserved by Nova. There are no implied rights.
Each party shall employ reasonable commercial efforts to comply with all applicable privacy laws relating to its respective activities in connection with this Agreement. “Data” means information collected by Nova from Customer’s users in the course of fulfilling its obligations under this Agreement. Any Data collected or used by Nova in the performance of this Agreement is acknowledged by the parties to be collected by it at the direction of Customer and Customer hereby appoints Nova as its agent for such purpose. Customer shall ensure that its collection and use of any Data, including any collection and use that it directs Nova to perform under this Agreement, complies with all applicable privacy and other laws and regulations, and that it has any consents or permissions required to direct Nova to collect and use such Data as contemplated in this Agreement.
Nova and Customer understandand agree that in connection with thenegotiation and performance of this Agreement, each party may receive or have access to, directly orindirectly, private or confidential and proprietary information of the other party. Each party (on its behalfand on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to holdand treat all such confidential information of the other party in confidence. This Section shall supersede anyprevious agreement relating to confidential treatment and/or non-disclosure of Confidential Information;provided, however, that any information disclosed pursuant to that earlier agreement shall be deemed tobe Confidential Information and protected under the terms of this Agreement as if this Agreement had beenin place at the time of such disclosures.
Each party represents and warrants that (a) it will comply with all applicable laws, rules and regulations in the performance of its obligations under this agreement, and (b) it has all rights, power and authority necessary to execute this Agreement and perform its obligations here under. Nova further represents, warrants and covenants that the Services provided to Customer pursuant to this Agreement, and the use thereof by Customer in accordance with the terms of the Agreement, do not and will not knowingly infringe or constitute infringement or misappropriation of any valid intellectual property rights of a third party
Nova and Customer understand and agree that Nova may occasionally use Customer’s name and/or logo and/or select campaign information in marketing or press related activities globally. Customer may opt-out of these activities at any time via email notification.
EXCEPT WITH RESPECT TO ANY THIRD PARTY DAMAGES ACTUALLY INCURRED THAT ARE INDEMNIFIABLE HERE UNDER, IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, AGGRAVATED, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES FOR LOST DATA OR INFORMATION, ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTESERVICES, OR ANY OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE)OR OTHERWISE, EVEN IF THE POSSIBILITY THEREOF MAY BE KNOWN IN ADVANCE TO ONE OR BOTH PARTIES. NEITHER PARTY SHALL BE LIABLE FOR ANY ACTS OR OMISSIONS CAUSED BY THIRD PARTIES. EXCEPT WITH RESPECT TO ANY THIRD PARTY DAMAGES ACTUALLY INCURRED THAT ARE INDEMNIFIABLE HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS, DAMAGE OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT IN EXCESS OF THE AMOUNTS Nova HAS BEEN PAID HEREUNDER UNDER THE SERVICES TO WHICH THE CAUSE OR CLAIM RELATES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. IN NO EVENT SHALL Nova BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGE OR CLAIM ARISING OUT OF OR RELATED TO ANY CUSTOMER CONTENT OR INTELLECTUAL PROPERTY PROVIDED TO Nova; PROVIDED, HOWEVER THE FOREGOING DOES NOT APPLY TO ANY CLAIM ARISING FROM BREACH OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OBLIGATIONS OF CONFIDENTIALITY. ANY CLAIM UNDER THIS AGREEMENTMUST BE MADE WITHIN TWO YEARS OF THE DATE ON WHICH THE PARTY CLAIMING REASONABLY BECAME AWAREOF SUCH CLAIM.
