Nulia Works Platform Terms of Service

NULIA – TERMS OF USE

Terms of Use

PLEASE READ THESE TERMS OF USE (the “Terms”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, AS WELL AS VARIOUS LIMITATIONS AND EXCLUSIONS.

These terms are a contract between you (“you” or “End-Customer”) and NULIA ACM, LLC, an Oregon Corporation with its offices located at 180 West 8th Avenue, Suite 200, Eugene OR 97401, which is a wholly owned subsidiary of Nulia, Inc (“Nulia,” “we,” or “us”).

You must read, agree to, and accept all of these terms to be an End-Customer (and to permit Authorized Users to use or to use as an Authorized User) the services provided by Nulia, including those offered at www.nuliaworks.com, and also including our related platform, products and services (hereinafter referred to as our “Platform”, or our “Service”).

Subject to the conditions set forth herein, Nulia may, in its sole discretion, amend these Terms at any time by posting a revised version on the Platform. Nulia will provide reasonable advance notice of any material amendment, by posting the updated Terms on the Platform, and/or sending you notice by email.

YOU UNDERSTAND THAT BY USING THE PLATFORM OR SERVICE AFTER THE EFFECTIVE DATE, AND BY CONTINUING TO USE THE PLATFORM AFTER THE TERMS HAVE BEEN UPDATED, YOU AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT ACCEPT THE TERMS IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE THE PLATFORM OR SERVICE .

IF YOU AGREE TO THE TERMS OF USE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT, WARRANT AND UNDERTAKE TO NULIA THAT (i) YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS, AND (ii) THAT ENTITY OR AGENCY SHALL BE RESPONSIBLE FOR THE USE OF THE PLATFORM/SERVICE BY ITS AGENTS/EMPLOYEES/CONTRACTORS/END-USERS. IN THAT EVENT, “YOU” AND “YOUR” AS REFERRED TO IN THESE TERMS WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY, TOGETHER WITH ITS AGENTS/EMPLOYEES/CONTRACTORS/END-USERS.

1. NULIA'S PROVISION OF THE PLATFORM

1.1 These Terms do not grant you a license to access the Platform and Service. Your license to access the Platform and Service is provided by a separate SaaS License Agreement between you and Nulia. However, the license granted to you by the separate SaaS License Agreement may be contingent upon compliance with these Terms. Please consult your SaaS License Agreement for more information.

1.2 We try to keep our Platform and the Service safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to the Platform or Service. In fact, we might even stop providing the Platform or Service completely or stop providing certain features without notice.

2. Nulia's intellectual property

2.1 “Intellectual Property Rights”: any and all intellectual property rights of any nature, whether registered, registerable or otherwise, including patents, utility models, trade marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights that subsist in computer software, computer programs, websites, trade secrets, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the “look and feel” of any websites, and in each case all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these that may subsist anywhere in the world, in each case for their full term, together with any future rights and renewals or extensions, and “Intellectual Property” shall be interpreted accordingly.

2.2 Nulia and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Platform and the Service. The Nulia logos and names are trademarks of Nulia and may be registered or unregistered. All other product names, company names, marks, logos, and symbols on the Platform or Service may be the trademarks of their respective owners.

2.3 Nothing in these Terms grants you a right to use any Nulia Intellectual Property Rights relating to the Platform or Service other than as expressly set out herein.

3. Your intellectual property

3.1 To the extent that you upload/post any content to the Platform (“User Content”), you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below.

3.2 You acknowledge and agree that the poster of User Content, and not Nulia, is responsible for any User Content including any harms caused to you, another Customer, or a third party by such User Content.

4. Your rights and license to Nulia and other platform visitors

You retain all ownership rights in any User Content you post on the Platform. To the extent permitted by applicable law, you also grant to Nulia and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your details as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Platform and Nulia’s, our successors’ and Affiliates’ businesses, including, without limitation, for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each Customer a non-exclusive license to access your User Content through the Platform and to use, reproduce, distribute, and display such User Content to the extent permitted through the normal functionality of the Platform and subject to all applicable confidentiality and other provisions of the Terms, and applicable law.

5. Your comments and ideas

You may submit to Nulia comments or ideas about the Platform and Service, including without limitation about how to improve the Platform or Service (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Nulia under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) you grant us a perpetual and royalty-free license to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Nulia does not waive any rights to use similar or related ideas, including those known or developed by Nulia or obtained from sources other than you.

6. Third-party intellectual property

6.1 Any information or content expressed or made available by a third party or any other Customer is that of the respective author(s) or distributor(s) and not of Nulia. Nulia neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Platform by anyone other than Nulia’s authorized agents acting in their official capacities.

6.2 The Platform may contain links to third-party websites. The Platform may also contain applications that allow you to access third-party websites via the Platform. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Platform does not imply that we endorse the linked website or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Platform is on an “as is” and “as available” basis without any warranty for any purpose.

6.3 You may not use the Platform to store any material or content, or disseminate any material or content, in any manner that constitutes an infringement of third party Intellectual Property Rights.

7. Permitted platform uses

7.1 Nulia offers the Platform and Service for the purposes set out in the Terms and the SaaS License Agreement only and not for any other purpose. In addition, the Platform may provide, and may be used to obtain, general information and articles that we believe may be of interest to End-Customers. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to any information that is posted on the Platform by us or anyone else.

7.2 In no event should any content be relied on or construed as commercial, technical, financial, tax or legal advice or otherwise. You should independently verify the accuracy of any content.

8. Prohibited platform uses

8.1 You may not use, or encourage, promote, facilitate, instruct, or induce others to use the Platform or Service for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.

8.2 The following are examples of uses that are prohibited on the Platform or when using the Service: carrying out, seeking, offering, promoting, or endorsing any services, content, or activities that:

8.2.1 are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature;

8.2.2 would violate the Intellectual Property Rights, such as and including copyrights and trade secrets, of another person, entity, service, product, or website;

8.2.3 would violate (a) the Terms, or (b) the terms of service of another website or any similar contractual obligations;

8.2.4 regard the creation, publication, distribution of “fake news”, “hoax news” or similar false content purposefully intended to mislead end-users for financial or other gain;

8.2.5 regard or promote in any way any escort services, prostitution, or sexual acts;

8.2.6 constitute fraudulent or misleading uses or content, including: (i) falsifying or manipulating or attempting to falsify or manipulate records; (ii) misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own; (iii) using a profile photo that misrepresents your identity or represents you as someone else; (iv) impersonating any person or entity, including, but not limited to, a Nulia representative, forum leader, or falsely stating or otherwise misrepresenting your affiliation with a person or entity; (v) falsely stating or implying a relationship with another End-Customer; (vi) falsely attributing statements to any Nulia representative, forum leader, guide or host; (vii) falsely stating or implying a relationship with Nulia or with another company with whom you do not have a relationship; or (viii) allowing another person to use your Account, which is misleading to Nulia;

8.2.7 include posting Personal Data concerning another person without a valid legal basis to do so under Data Protection Legislation, or collecting or harvesting any Personal Data, including Account names, from the Platform. “Personal Data” has the meaning in Data Protection Legislation. “Data Protection Legislation” means the Irish Data Protection Acts 1988 to 2018, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and any other applicable law or regulation relating to the processing of personal data and to privacy (including the E-Privacy Directive and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (“E-Privacy Regulations”), as such legislation may be supplemented, amended, revised or replaced from time to time ;

8.2.8 duplicate or share accounts, other than as permitted by Nulia;

8.2.9 include conduct or actions that could jeopardize the integrity of or circumvent the Platform, Service or Nulia’s proprietary information, including: (i) interfering or attempting to interfere with the proper operation of the Platform or Service or any activities conducted on the Platform; (ii) bypassing any measures we may use to prevent or restrict access to the Platform or any subparts of the Platform, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform or the content therein; (iii) attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform; (iv) using any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission, or (v) attempting to or interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the Platform;

8.2.10 attempt to or impose an unreasonable or disproportionately large load (as determined in Nulia’s sole discretion) on the Platform’s infrastructure;

8.2.11 introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Platform that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Platform or any software, firmware, hardware, computer system, or network of Nulia or any third party;

8.2.12 access or attempt to access the Platform or Service by any means or technology other than the interface provided;

8.2.13 include any framing or linking to the Platform or Service except as permitted in writing by Nulia;

8.2.14 include any attempt to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the Platform or Service unless expressly permitted by applicable law or Nulia; or

8.2.15 access or use the Platform or Service to build a similar service or application, or publish any performance or any benchmark test or analysis relating to the Platform.

9. Warranty disclaimer

YOU AGREE NOT TO RELY ON THE PLATFORM, THE SERVICE, ANY INFORMATION ON THE PLATFORM OR THE CONTINUATION OF THE PLATFORM. THE PLATFORM AND THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. OTHER THAN AS EXPRESSLY SET OUT IN THE SAAS LICENSE AGREEMENT, NULIA MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE PLATFORM, THE SERVICE, PRODUCTS/SERVICES IN RESPECT OF WHICH INFORMATION IS EXCHANGED VIA THE PLATFORM, OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT APPLICABLE, NULIA DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

10. Limitation of liability

10.1 EXCEPT AS EXPRESSLY SET OUT IN THE SAAS LICENSE AGREEMENT, NULIA IS NOT LIABLE, AND YOU AGREE NOT TO HOLD US RESPONSIBLE, FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THE TERMS, INCLUDING, BUT NOT LIMITED TO:

10.1.1 YOUR USE OF OR YOUR INABILITY TO USE OUR PLATFORM OR SERVICE;

10.1.2 DELAYS OR DISRUPTIONS IN OUR PLATFORM OR SERVICE;

10.1.3 VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING, OR LINKING TO, OUR PLATFORM OR SERVICE;

10.1.4 GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR PLATFORM OR SERVICE;

10.1.5 DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF THE PLATFORM OR SERVICE;

10.1.6 THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES’ USE OF THE PLATFORM OR SERVICE;

10.1.7 A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT;

10.1.8 INFORMATION, OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE PLATFORM; AND

10.1.9 YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THE TERMS.

10.2 ADDITIONALLY, IN NO EVENT WILL NULIA, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF NULIA, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY CUSTOMER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED USD $500. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

11. Indemnification

11.1 YOU HEREBY INDEMNIFY, DEFEND, AND HOLD HARMLESS NULIA, OUR AFFILIATES, AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (EACH AN “INDEMNIFIED PARTY”) FOR ALL INDEMNIFIED CLAIMS AND INDEMNIFIED LIABILITIES RELATING TO OR ARISING OUT OF, IN RESPECT OF THE PLATFORM OR SERVICE, YOUR (OR ANY OF YOUR AGENTS/EMPLOYEES/CONTRACTORS’): (A) USE OF THE PLATFORM OR THE SERVICE IN CONTRAVENTION OF THESE TERMS; (B) FAILURE TO COMPLY WITH APPLICABLE LAW; (C) NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (D) DEFAMATION, LIBEL, VIOLATION OF PRIVACY AND OR DATA PROTECTION RIGHTS (INCLUDING UNDER DATA PROTECTION LEGISLATION); (E) INFRINGEMENT OF NULIA OR THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR ALLEGATIONS THEREOF; AND (F) ANY USER CONTENT POSTED BY YOU. FOR THE PURPOSES OF THIS CLAUSE 11.1, YOUR AGENTS INCLUDES ANY PERSON WHO HAS APPARENT AUTHORITY TO ACCESS OR USE YOUR ACCOUNT DEMONSTRATED BY USING YOUR USERNAME AND PASSWORD.

11.2 “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with Nulia. “Control” means a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and “Controls” and “Controlled” shall be interpreted accordingly.

11.3 “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other Customer against an Indemnified Party.

11.5 In the case of a conflict between this indemnification clause and the content of the SaaS License Agreement, the terms of the SaaS License Agreement shall prevail.

12. conflict

If there is an inconsistency between any of the provisions in these Terms and the SaaS Licence Agreement, the provisions in the SaaS Licence Agreement shall prevail in respect of such conflict.

13. Waiver

13. Waiver

14. Rights and remedies

Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

15. Severance

If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of these Terms.

16. Reporting and correcting violations

If you become aware of any violation of these Terms, you must immediately report it to Nulia Customer Service. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Terms.

17. Governing law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Oregon.

18. Jurisdiction

Nulia and each Customer agrees that the courts of New York shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

19. Digital Millennium Copyright Act

Overview

Nulia will respond to allegations of copyright violations in accordance with the Digital Millennium Copyright Act (DMCA). The DMCA provides a process for a copyright owner to give notification to an online service provider concerning alleged copyright infringement. When a valid DMCA notification is received, the service provider responds under this process by taking down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the owner of the removed content so that a counter-notification may be filed. On receiving a valid counter-notification, we generally restore the content in question, unless we receive notice from the notification provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity.

Please note that these notifications and counter-notifications are real-world legal notices provided outside the Service or Platform. Nulia may provide copies of such notices to the participants in the dispute or third parties, at our discretion and as required by law—the privacy policy for the Service or Platform does not protect information provided in these notices.

Instructions for Filing Notification

A written notification must be made. This can be done either by written letter or e-mail. The notification must:

a.Identify in sufficient detail the copyrighted work that you believe has been infringed upon (i.e., describe the work that you own);

b.Identify the item that you claim is infringing on your copyright, and provide information reasonably sufficient to locate the item within the social network. For example, “The allegedly infringing work I am referring to is located on the page: [ insert Web address].”;

c.Provide a reasonably sufficient method of contacting you; phone number and e-mail address would be preferred;

d.(Optional) Provide information, if possible, sufficient to permit us to notify the user(s) who posted the content that allegedly contains infringing material. You may also provide screenshots or other materials that are helpful to identify the works in question. (This is for identification only, not to “prove” substantive claims);

e.Include the following statement: “I have good faith belief that the use of the copyrighted materials described above and contained on the service is not authorized by the copyright owner, its agent, or by protection of law.”;

f.Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”; and

g.Sign the paper

Please note: The DMCA provides that you may be liable for damages (including costs and attorney’s fees) if you falsely claim that an item is infringing your copyrights. We recommend contacting an attorney if you are unsure whether content posted on the Service or Platform is protected by copyright laws.

Send the written document to the designated Copyright Agent at Nulia:

Michele Zimba

Nulia, Inc

180 W. 8th Ave, Suite 200, Eugene, OR 97401

Instructions for Filing Counter-Notification:

a.List the content that was removed by Nulia, and the location at which the material appeared before it was removed. Please identify the object in sufficient detail;

b.Provide your name, address, telephone number, e-mail address (if available);

c.State that you consent to the jurisdiction of federal district court for the judicial district in which you reside (or Eugene, Oregon if your address is outside the United States);

d.State that you will accept service of process from the person who provided notification to us of the alleged infringement or an agent of such person;

e.State the following: “I swear, under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”; and

f.Sign the paper.

Send the written document to the designated Copyright Agent at Nulia:

Michele Zimba

Nulia, Inc

180 W. 8th Ave, Suite 200, Eugene, OR 97401