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TERMS OF SERVICE

Last Modified: November 21, 2017

Welcome to Nuvo’s Terms of Use! We are truly excited to have you aboard. Thank you for choosing to use our services
Below we have listed important legal terms that apply to anyone who visits our website or uses our services. These terms are necessary in order to protect both you and us, and to make our services possible and more enjoyable for everyone. Nuvo offers a wide range of services and features and part of the terms below may not be relevant to the specific services you use.

We understand that legal terms can be exhausting to read, and we’ve tried to make the experience more pleasant. If you have any suggestions on how we can improve them, you are more than welcome to contact us at support@nuvosite.com.

Introduction
Our Purpose

Our services offer our users the ability to easily create beautiful and highly functional online presence, to manage and promote businesses, content and ideas, and have an overall great experience doing so – without being tech-savvy or a design guru. As detailed below, we offer our users numerous tools and features for creating, publishing, marketing and use of stunning websites, online e-commerce platforms, newsletters, galleries, media players, mobile apps and other online and mobile online and mobile applications, tools and services. The online and mobile websites and platforms created by Users are collectively referred to herein as (“User Platform(s)” or “User Site(s)”).

Legal Agreement

These Nuvosite.com Terms of use, together with any documents we refer to herein, such as our Privacy Policy (collectively, the “Agreement”), create a legally binding agreement between Nuvosite, Inc., a Texas corporation located at 212 Fuck All Ave, Suite 101, Austin, Texas 78701 and its affiliated companies and subsidiaries worldwide (“Nuvo,” “Nuvosite,” “we” or “us”) and you, as a visitor or end user (“you”  or “User”) of the Nuvo Website, the Nuvosite mobile application (the “Nuvo App”) and/or any other services, applications and features offered by us with respect thereto, except where we explicitly state otherwise and of the Service (defined below), whether as an individual or an organization. Pursuant to this Agreement, Nuvo offers you certain website design, creation, marketing and hosting services (collectively, the “Service”) in connection with the website www.nuvosite.com, its sub-domains, and any international counterparts, as well as affiliated domains and sub-domains (the “Site”). When you click “Get Started” to create an account, or by using the Service, you agree, as of such date (the “Effective Date”) on behalf of yourself and, if applicable, your organization, to be bound by this Agreement so please read these Terms of Service carefully. You may visit and/or use the Nuvo Services and/or the Nuvo App only if you fully agree to the Nuvo Terms – and by using and/or registering to any of the Nuvo Services, you signify and affirm your informed consent to these Terms of Use and any other Nuvo Terms applicable to your use of any Nuvo Services. If you do not read, fully understand and agree to the Nuvo Terms, you must immediately leave the Nuvo Website and avoid or discontinue all use of the Nuvo Services.

The Nuvo Service

Through the Service, Users may create and publish websites hosted by Nuvo (“User Sites”). There are two types of subscription levels to the Service: (a) “Do It Yourself” (“DIY”), and (b) “Do It For Me” (“DIFM”). DIY offers varying levels of support (from a basic to a premium level of support), and all DIFM subscriptions require the premium level of support. Under the DIFM subscription level, Nuvo also provides varying amounts of design services (“Design Services”) with Fees that vary based on the Design Services received. User may upgrade its subscription level at any time. User may downgrade at the expiration of the current Term and once all fees are paid, provided that if User downgrades, certain features or functionality of its User Site may no longer be available. In addition, Nuvo offers various tools as part of the Service, including, without limitation, software, documentation, design and development tools, “look and feel” designs, templates, features, functionality, web applications, and other services to enable you to create, publish, market and grow User Sites (hereafter referred to as the “Nuvo Builder Tools”). As part of the Nuvo Builder tools, Nuvo may provide royalty-free stock photos that User may use at its own risk for display purposes. In addition to the disclaimers of warranty set forth below, Nuvo makes no warranties or guarantees with respect to these stock photos.

User Account

In order to access and use certain sections and features of the Nuvo Services, you must first register and create an account with Nuvo (“User Account”). If anyone other than yourself accesses your User Account and/or any of your User Platforms’ settings, they may perform any actions available to you (unless as specifically stated otherwise on the Nuvo Services), make changes to your User Platform(s) and User Account, and accept any legal terms available therein, make various representations and warranties and more – and all such activities will be deemed to have occurred on your behalf and in your name.

Therefore, we strongly encourage you to keep the log-in credentials of your User Account confidential, and allow such access only to people you trust – as you will be solely and fully responsible for all activities that occur under your User Account and/or User Platforms (including for any representations, warranties and undertakings made therein), whether or not specifically authorized by you, and for any damages, expenses or losses that may result from such activities.

You must provide accurate and complete information when registering your User Account and using the Nuvo Services, to which you are the sole and exclusive rights holder. We strongly encourage you to provide your own (or your company’s) contact and billing details, including your valid e-mail address, as we may use it to identify and determine the actual and true owner of the User Account and/or User Content (as defined below) submitted to us.

User Account Disputes

In case of a dispute on User Account ownership, we reserve the right to determine ownership to a User Account based on our reasonable judgment, whether or not an independent investigation has been conducted by us. However, if we cannot make such determination (as we may deem in our sole discretion), we reserve the right to avoid doing so and/or suspend a User Account until the parties disputing such ownership, reach a resolution, without liability to you or to any other party. We may request documentation (e.g. government-issued ID, a business license) that may assist us in determining ownership. Among others, we may consider the principles set forth below.

  1. Nuvo will consider the owner of a User Account, User Platform and/or User Content created and/or uploaded to the relevant Nuvo Service, as the person or entity who has access to the e-mail address then listed in Nuvo’s records for such User Account under which such User Platform or User Content was created.
  2. If any Paid Services (as defined in Fee’s section below) were purchased via a User Account, Nuvo will consider the owner of such User Account and/or the relevant User Platform and/or User Content created thereunder, may be considered to be the person or entity whose billing details were used to purchase such Paid Services (“Billing Information”). Notwithstanding the foregoing, when applicable if a User Platform was connected to an external domain name (either imported or purchased as part of certain Paid Services, as defined below), and such domain’s registration information is publicly available via the WHOIS database provided on the www.whois.net website or on Nuvo’s database, Nuvo will consider the owner of such User Platform as the person or entity registered as the registrant of such domain thereunder. In the event that an individual and an organization are both registered as the registrant or the registrant organization of such domain, Nuvo will consider the organization as the actual owner of the domain, and therefore as the owner of the User Platform connected to such domain. In event the Billing Information indicates one person as the owner of the User Platform and the domain registration indicates a different owner, Nuvo shall consider the person registered as the owner of the domain connected to the Nuvo Account as the owner of the User Platform.
  3. Notwithstanding the forgoing, Nuvo shall have the right to determine the ownership of User Content and/or a User Website as it chooses, including by ignoring the indications set forth above, in event Nuvo deems, at its sole discretion, that the situation justifies such determination, all based upon the factual situation as determined by Nuvo.

Content Guidelines

Nuvo does not allow any of the following Content, or links to such Content, to be published on or through the Service or the Site:

  1. Pornographic, sexually explicit, or violent Content.
  2. Illegal Content (including stolen copyrighted material).
  3. Content related to illegal activities or businesses.
  4. Pirated software sites, including cracking programs or cracking program archives.
  5. Content with the sole purpose of causing harm or inciting hate, or content that could be reasonably considered as slanderous or libelous.

Users posting any of the above Content on their sites, as determined in Nuvo’s sole discretion, will be notified using User’s current email address on file with Nuvo, and, at Nuvo’s sole discretion, may be given a 24-hour grace period to make any corrective actions. If no corrective actions are taken, Nuvo will suspend User’s account and access to the Service until a resolution is met between Nuvo and User. We reserve the right to remove any of the Content from the Service in our sole discretion, including because it does or may infringe another party’s rights. In the event that we discover a violation of this Agreement or any of our other terms or policies, we may remove all or certain parts of your Content from the Service or your User Site. A repeated violation of this Policy may cause termination of your Nuvo account and/or cancellation of service without refund of any fees.

User Site Terms of Service

You must include a “terms of service” or similar document that governs the end users’ use of and access to your User Site (“User Terms”), which must include terms that are at least as protective of Nuvo as the terms of this Agreement, including without limitation the intellectual property, limitation of liability, indemnity and warranty disclaimer provisions of this Agreement. Nuvo shall be a direct and intended third-party beneficiary of the User Terms. The User Terms may reference User’s licensors and vendors generally and do not need to specifically identify Nuvo.

User Site Privacy Policy

If end users provide you with, or if your User Site collects, any personal or sensitive information including without limitation, usernames, passwords or other login information, or location-based information, you must make end users aware that such information will be available to your User Site, and you must provide legally adequate privacy notice for end users and such notice must describe any collection, use, sharing and disposal practices of personal or sensitive information by you.

Your Obligations
You represent and warrant that:

  1. you are at least eighteen (18) years of age, or of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into the Nuvo Terms and to form a binding agreement, for yourself or on behalf of the person or entity committed by you to the Nuvo Terms;
  2. you are not a resident of (or will use the Nuvo Services in) a country that the U.S. government has embargoed for use of the Nuvo Services, nor are you named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations;
  3. your country of residence and/or your company’s country of incorporation is the same as the country specified in the contact and/or billing address you provide us;
  4. you understand that Nuvo does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your End Users, or your compliance therewith;
  5. You acknowledge that Nuvo does not own or control User Sites. The hosting of any User Site does not imply endorsement or sponsorship by Nuvo or any association or affiliation with Nuvo’s operators. If you create any User Site, you may not do anything to imply any such endorsement, sponsorship, association, affiliation or relationship with Nuvo. You may not use the name, logo or other trademarks of Nuvo, except to indicate that Nuvo is hosting your User Site. You further acknowledge that Nuvo may, but has no duty to, review or monitor such User Sites.
  6. You understand and acknowledge that your business dealings, correspondence or interactions with third parties through your User Site, or through User Sites owned or maintained by others, and any terms, conditions, warranties or representations associated with such dealings or interactions are solely between you and such third parties.

And specifically regarding your User Content:

  1. you own all rights in and to any content uploaded by you, or imported, copied or uploaded by Nuvo Services for you, to your User Platform (“User Content”), including any designs, images, animations, videos, audio files, fonts, logos, code, illustrations, compositions, artworks, interfaces, text, literary works and any other materials (“Content”), or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to the User Content, as necessary to legally access to, import, copy, use, publish, transfer or license such User Content, by you and us or any of our affiliates;
  2. you have (and will maintain) the full power, title, licenses, consents and authority to allow Nuvo Services to access any websites, web pages and/or other online services, for the purpose of importing, copying, displaying, uploading, transmitting and/or otherwise using, your User Content.
  3. the User Content is (and will continue to be) true, current, accurate, non-infringing upon any third party rights, and in no way unlawful for you to upload, import, copy, possess, post, transmit, display or otherwise use, in the country in which you or your User Platform’s visitors and users (“End Users”) reside, or for Nuvo and/or your End Users to access, import, copy, upload, use or possess in connection with the Nuvo Services;
  4. you have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the User Content, and you will adhere to all laws applicable thereto.

You undertake and agree to:

  1. fully comply with all applicable laws and any other contractual terms which govern your use of the Nuvo Services (and any related interaction or transaction), including those specific laws applicable to you or your End Users in any of your geographical locations;
  2. be solely responsible and liable with respect to any of the uses of the Nuvo Services which occur under your User Account and/or User Platform(s), and for any of your User Content (including for any consequences of accessing, importing, uploading, copying, using or publishing such User Content on or with respect to the Nuvo Services);
  3. regularly and independently save and backup any of your User Content and the information that is being processed by you regarding your User Platform, including with respect to End Users, User Products, and any applications and/or Third-Party Services used by you;
  4. receive from time to time promotional messages and materials from Nuvo or its partners, by mail, e-mail or any other contact form you may provide us with (including your phone number for calls or text messages). If you wish not to receive such promotional materials or notices – please just notify us at any time;
  5. allow Nuvo a non-exclusive, fully-paid, royalty-free, fully sublicensable, transferable, irrevocable worldwide license in perpetuity free of charge to use, modify, publicly perform, publicly display, reproduce, prepare derivative works of and distribute the same, any version of your User Platform (in whole or in part) solely to provide you with the Service and to host your User Site; and you waive any claims against Nuvo or anyone on its behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your User Platform with respect to such limited permitted uses;
  6. Nuvo’s sole discretion as to the means, manner, and method for performing the Nuvo Services, including those regarding the hosting, transmission, publication and/or display of any User Platforms and/or Content (including the inclusion and presentation of any advertisements or other commercial content with respect thereto).
  7. Nuvo shall have the right to offer the Nuvo Services in alternative price plans and impose different restrictions as for the upload, storage, download and use of the Nuvo Services in each price plan, including, without limitation, restrictions on network traffic and bandwidth, size and/or length of Content, quality and/or format of Content, sources of Content, volume of download time, number of subscribers to your Content, etc.
  8. Nuvo is not responsible or liable in any manner for, and makes no representation or warranties of any kind regarding, the Content, Functionality, Business, legality, Accuracy, Completeness, Quality, Reliability, Security, Usefulness or practices of any user sites, for any information collected in connection with any user site or for any dealing with or transactions conducted on or in connection with any user site. You use and interact with third parties through your user site or other user sites at your own risk

You undertake and agree not to:

  1. copy, modify, create derivative works of, download, adapt, reverse engineer, reverse assemble, emulate, migrate to another service, translate, compile, decompile, store, rent, lease, loan, transfer, transmit, distribute, disassemble or otherwise attempt to discover any programming code or any source code used in or with the Nuvo Website, the Nuvo Services, Nuvo Builder Tools, Nuvo Platform (or any part thereof), any Content offered by Nuvo or Third Party Services for use and display within User Platforms (“Licensed Content”) and/or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without Nuvo’s prior written and specific consent;
  2. submit, transmit or display any User Content, or use Licensed Content in a context, which may be deemed as defamatory, malicious, pornographic, defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, threatening, racist, offensive, deceptive or fraudulent, encouraging criminal, harmful conduct, immoral activities, or which otherwise violates the rights of Nuvo or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval;
  3. use any illegal action to collect login data and/or passwords for other websites, third parties, software or services;
  4. phish, collect, upload, or otherwise make available credit card information or other forms of financial data used for collecting payments, unless done in accordance with any applicable law, including, with the PCI DSS standard when applicable;
  5. upload, insert, collect or otherwise make available within the Nuvo Website, the Nuvo Services, Nuvo Builder Tools, Nuvo Platform (or any part thereof), any malicious, unlawful, defamatory or obscene Content;
  6. publish and/or make any use of the Nuvo Services or Licensed Content on any website, media, network or system other than those provided by Nuvo, and/or frame, “deep link”, “page scrape”, mirror and/or create a browser or border environment around any of the Nuvo Services, Licensed Content and/or User Platform (or any part thereof), except as expressly permitted by Nuvo, in advance and in writing;
  7. use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Nuvo Services (or its IP, data and/or Content), or in any way reproduce or circumvent the navigational structure or presentation of any of the Nuvo Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Nuvo Services;
  8. act in a manner which might be perceived as damaging to Nuvo’s reputation and goodwill or which may bring Nuvo into disrepute or harm;
  9. purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Nuvo, Nuvosite or Nuvo Marks and/or variations and misspellings thereof;
  10. impersonate any person or entity or provide false information on the Nuvo Services and/or User Platform, whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to Nuvo and/or any End Users;
  11. falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that Nuvo or any third party endorses you, your User Platform, your business, your User Products, or any statement you make;
  12. reverse look-up, trace, or seek to trace another User of Nuvo Services, or otherwise interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Nuvo Services and/or User Platform without their express and informed consent;
  13. disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Nuvo Services, User Platform, Nuvo builder tools, the account of another User(s), or any other systems or networks connected to the Nuvo Services, by hacking, password mining, or other illegitimate or prohibited means;
  14. probe, scan, or test the vulnerability of the Nuvo Services or any network connected to the Nuvo Services;
  15. upload to the Nuvo Services and/or User Platform or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
  16. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Nuvo Services or Nuvo’s systems or networks connected to the Nuvo Services, or otherwise interfere with or disrupt the operation of any of the Nuvo Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
  17. use any of the Nuvo Services and/or User Platform in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising;
  18. access to Nuvo Services, User Accounts, Licensed Content and/or User Content, through any means or technology (e.g. scraping and crawling), other than our publicly supported interfaces.
  19. Users are not permitted to knowingly allow another website or hosting server to link to content files stored on Nuvo’s servers.
  20. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Service or the Nuvo builder tools (which includes its software and documentation) or in any manner commercially exploit the Service or the Nuvo Builder Tools, in whole or in part, except as provided herein.
  21. remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Nuvo Services and/or Licensed Content; or
  22. Users may not use the Service as a remote storage server only. Users deemed to be using Nuvo solely as a remote storage server will have their account immediately terminated without notice and will have all files associated with their account permanently removed.
  23. violate, attempt to violate, or otherwise fail to comply with any of the Nuvo Terms or any laws or requirements applicable to your use of the Nuvo Services.

You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in the immediate termination of your User Account and all files associated with their account permanently removed and/or any Services provided to you terminated – with or without further notice to you, and without any refund of amounts paid on account of any such Services. The final choice of whether an account is in violation of any terms of this agreement is at the sole discretion of Nuvo. Violation of the terms may result in tracking information being stored to identify the offending user, and permanent restriction from holding an account.

Content and Ownership
Your intellectual property

As between Nuvo and you, you shall own all intellectual property that you post to your User Site pertaining to your User Content and to any other materials created by you, including to any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, code, interfaces, text and literary works, project information, (collectively, “Content”). Nuvo does not claim ownership rights on your content. You retain all ownership rights in and to your Content, and, subject to any applicable licenses, you continue to have the right to use Your Content in any way you choose. By posting any of Your Content on your User platform or providing Content through the Service, you hereby grant to Nuvo a non-exclusive, fully-paid, royalty-free, fully sublicensable, transferable, irrevocable worldwide license to use, modify, publicly perform, publicly display, reproduce, prepare derivative works of and distribute the same (in whole or in part) solely to provide you with the Service and to host your User Site. and you waive any claims against Nuvo or anyone on its behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your User Platform with respect to such limited permitted uses;

For the sole purpose of granting you the service, You know and agree that we will need to access, upload and/or copy your User Content to our platform, including cloud services and CDN’s, to make display adjustments, to duplicate for backup and perform any other technical actions and/or uses required to perform our services, as we deem fit.

Nuvo’s intellectual property

You acknowledge that Nuvo or its licensors own all right, title, and interest in and to the Site, the Service, the Nuvo Builder Tools, the “Nuvo” trademark, copyrightable materials and/or any content on the Site not posted by a Nuvo User and/or an acknowledged third party, which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the “look and feel” of the Nuvo Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Intellectual Property,” or “Nuvo IP”), and any derivations thereof, are owned by and/or licensed to Nuvo.

License Grant

Subject to your full compliance with the Nuvo Terms and timely payment of all applicable Fees, Nuvo hereby grants you, upon creating your User Account and for as long as Nuvo wishes to provide you with the Nuvo Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Nuvo Services and Licensed Content, for the purpose of generating and displaying your User Platform to End Users marketing and growing your business and offering your User Products (as defined below) therein, solely as expressly permitted under the Nuvo Terms, and solely within the nuvo Services.

The Nuvo Terms do not convey any right or interest in or to Nuvo’s Intellectual Property (or any part thereof), except only for the limited license expressly granted above. Nothing in the Nuvo Terms constitutes an assignment or waiver of Nuvo’s Intellectual Property rights under any law.  

Data

User shall own all right, title, and interest in and to any data that is collected by Nuvo from User or your User of Users’ in connection with the use of the Service and your User Site (“Data”). User grants to Nuvo a perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use such Data in order to host the User Site and provide the Service to User, and as necessary to monitor and improve the Service. Additionally, you agree that Nuvo may use the Data to collect, develop, create, extract or otherwise generate statistics and other information and to otherwise compile, synthesize and analyze such Data (“Blind Data”). Notwithstanding anything in this Agreement to the contrary, to the extent that Nuvo collects or generates Blind Data, such Blind Data will be owned solely by Nuvo and may be used for any lawful business purpose without a duty of accounting to User, provided that such Data is not personally identifiable and does not identify the source of such Data. It is User’s sole responsibility to back-up its Data during the Term and you agree and acknowledges that post termination or expiration in may not have access to the Data via the Service.

Feedback and suggestions

If you provide us with any suggestions, comments or other feedback relating to the Nuvo Website, Nuvo Services, Nuvo Builder Tools or any part thereof (whether existing, suggested or contemplated), which is or may be subject to any Intellectual Property rights (“Feedback”), such Feedback shall be exclusively owned by Nuvo. By providing such Feedback to Nuvo, you acknowledge and agree that it may be used by Nuvo in order to: (i) further develop, customize and improve of the Nuvo Services, (ii) provide ongoing assistance and technical support, (iii) contact you with general or personalized Nuvo -related notices and/or interview requests based on your feedback or otherwise, (iv) facilitate, sponsor and offer certain promotions, and monitor performance, (v) to create aggregated statistical data and other aggregated and/or inferred information, which Nuvo may use to provide and improve its services, (vi) to enhance Nuvo data security and fraud prevention capabilities, and (vii) to comply with any applicable laws and regulations. In addition, you (1) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third-party rights; (2) irrevocably assign to Nuvo any right, title and interest you may have in such Feedback and (3) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback

Cookies

Cookies are a small text file (up to 4KB) created by a website that is stored on the user’s computer either temporarily for that session only or permanently on the hard disk (persistent cookie). Cookies provide a way for the website to recognize you and keep track of your preferences. We use cookies for the following purposes:

Authentication and Security

Cookies help us verify your Account and device and determine when you’re logged in, so we can make it easier for you to access the Service and provide the appropriate experiences and features. Cookies are used on your website to enable password protected pages and to help prevent fraudulent use of login credentials.

Device Identifiers and Analytics

We use device identifiers to track, analyze and improve the performance of our Service. Cookies help us analyze how the Service is being accessed and used, and enable us to track performance of the Service. We use cookies to provide insights regarding your website’s performance, such as page views, unique visitors, conversion rates, device information, visitor IP addresses and referral sites.

Third-Parties

Third Party Services may use cookies to help you sign into their services from our Services. We also may use third party cookies, such as Google Analytics, to assist with analyzing performance. Any third-party cookie usage is governed by the privacy policy of the third party placing the cookie. Customers are responsible for any required disclosures relating to the use of cookies on their own individual websites.

Privacy

Certain parts of the Nuvo Services (including certain Third-Party Services available therein, as further explained in third-party section below) require or involve the submission, collection and/or use of certain personally identifying or identifiable information. In particular and as a part of accessing or using the Nuvo Services, Nuvo Builder Tools and such Third-Party Services may collect, access and use certain data pertaining to Users and End Users, including the activities or navigation undertaken by Users and End Users through the Nuvo Services and/or User Platforms. We encourage you to read our Privacy Policy and each such Third-Party Services’ relevant policies on a regular basis, for a description of such data collection and use practices.

Third Party Services

The Nuvo Services and Nuvo Builder Tools enable you to engage and procure certain third party services, products and tools for enhancing your User Platform and your overall user experience, including, without limitation, domain registrars from which you may purchase a domain name for your User Website, third party applications and widgets offered via the Nuvo Website (including the Nuvo Builder Tools), third party Licensed Content, search, media distribution services, E-Commerce Services, sellers of tangible products, email services, etc. (collectively, or individually “Third Party Services”).

You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to you (bundled or integrated within certain Nuvo Services, offered separately by Nuvo or persons certified or authorized by Nuvo, or otherwise offered anywhere on the Nuvo Services or Nuvo Builder Tools), Nuvo merely acts as an intermediary platform between you and such Third Party Services, and does not in any way endorse any such Third Party Services, or shall be in any way responsible or liable with respect thereto. Nuvo will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any Third-party Services. You acknowledge that such services may require the payment of additional amounts to Nuvo and/or to the providers of such Third-Party Services. Any and all use of such Third-Party Services shall be done solely at your own risk and responsibility, and may be subject to such legal and financial terms which govern such Third-Party Services, which you are encouraged to review before engaging with them.

While we hope to avoid such instances, Nuvo may, at any time and at its sole discretion, suspend, disable access to or remove from your User Account, User Platform(s) and/or the Nuvo Services and Nuvo Builder Tools, any Third-Party Services – whether or not incorporated with or made part of your User Account and/or User Platform(s) at such time – without any liability to you or to any End Users.

Third Party Materials.

As part of the Service, we may display, include, or make available certain content, data, information, applications, or materials from third parties (“Third-Party Materials”), or provide links to third-party websites. Examples of Third-Party Materials include stock photography to include on your User Site. You acknowledge and agree that Nuvo is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials or websites. Nuvo does not warrant or endorse and will not have any liability or responsibility to you or any other person for any Third-Party Services, Third-Party Materials or websites.

Third Party Fees

Third Party Service or Third-Party Materials, you will be required to pay Nuvo for the Third-Party Service or Third-Party Materials, or pay the applicable third-party service provider directly. Fees for these Third-Party Services or Third-Party Materials will be set forth on the Nuvo Pricing Page, unless otherwise set forth in any quote or order form that may be entered into between Nuvo and User.

Supplemental Terms

To enjoy certain aspects of the Service, additional terms may apply. An example of such additional terms are the “SEO Terms and PPC Terms” set forth below, which apply to you only insofar as you wish to use such services and functions. We will present supplemental terms and conditions within this Agreement, or we will present them for review and acceptance at the time that you undertake the supplemental activity within the Service. Any such supplemental terms (each, “Supplemental Terms”) shall become a part of this Agreement. Supplemental Terms are different from Third-Party Services and Third-Party Materials (each as defined below) in that Supplemental Terms relate to offerings provided by Nuvo, whereas Third-Party Services and Third-Party Materials relate to third party offerings. You acknowledge and agree that in the event of any conflict between the terms hereof and any Supplemental Terms, the Supplemental Terms shall govern with respect to the matters contemplated thereby.

Service Fee’s

Both the DIY and the DIFM subscription levels include monthly fees for the use of the website-creation and hosting features of the Service (“Platform Fees”). The DIFM subscription level also includes additional fees for the Design Services (“Design Fees”). Platform Fees, Design Fees together with all other fees that may be payable pursuant to this Agreement (collectively, “Fees”), including for each level within DIY or DIFM, are set forth on the Nuvo Pricing Page unless otherwise set forth in any quote or order form that may be entered into between Nuvo and User. Nuvo reserves the right to change the monthly Platform Fees or Design Fees applicable to any Renewal Term at any time by updating the Fees listed on the Nuvo Pricing Page. If you received a discount or other promotional offer, Nuvo shall have the right to automatically and without notice renew your subscription to such Nuvo Service(s) at the full applicable Fee.

Payment

The Platform Fees and Design Fees are payable each month, in advance, by credit card or such other electronic payment method as may be designated by Nuvo from time to time (“Payment Method”). User may also elect to prepay the Platform Fees for an annual period in exchange for a prepayment discount. Design fees can be prepaid up front but are not eligible for a prepayment discount. All Fees are due and payable in U.S. dollars, are non-refundable and are exclusive of applicable sales, excise, use or similar taxes. User shall pay all such taxes directly or to us, as required by applicable law. If applicable, User authorizes Nuvo to charge the Payment Method on file with User’s account for all Fees. If payment is not made on the respective due date, Nuvo may charge User a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law. If you dispute a payment that is found to be valid, Nuvo has the right, in its sole and absolute discretion, to terminate your account and this Agreement and permanently bar you from use of the Service. Any past due Fees will be sent to collections. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.

As part of registering or submitting information to receive Paid Services, you also authorize Nuvo (either directly or through its affiliates, subsidiaries or other third parties) to request and collect payment (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated banking account, and to make any inquiries Nuvo or its affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).

Cancellation Fees

If User cancels this Agreement pursuant to Cancelation section below prior to the expiration of the Term, User shall not be entitled to receive any refund and shall be required to pay cancellation fees as follows:

  1. the monthly Platform Fees that would have been payable to Nuvo for the remainder of the Term;
  2. for Users subscribed at the DIFM subscription level, the Design Fees that would have been payable to Nuvo for the remainder of the Term;
  3. if User elects to receive supplemental services, all applicable cancellation fees pursuant to the Supplemental Terms; and
  4. the supplemental service fees that would have been payable to nuvo for the rest of the term; and
  5. any cancellation fees associated with Third-Party Services imposed by a third-party service provider, which will be presented to you at the time of cancellation (e.g. there is currently a $25 domain transfer fee to transfer the domain associated with your User Site upon cancellation).

You acknowledge and agree that

  1. Nuvo will allocate staff and other resources to you in connection with the Service, including without limitation Design Services and certain Third-Party Services, and Nuvo would incur substantial losses if it were not able to receive fees associated with the cost of such staff, resources and Third-Party Services upon premature termination by you,
  2. such payment is a genuine pre-estimate of the loss that Nuvo would incur upon your early termination of this Agreement, and
  3. such payment is not a penalty.

Third Party Services

The Service may enable access to third-party products and services (collectively and individually, “Third-Party Services”). Use of Third-Party Services may require acceptance of additional terms of service. Examples of Third-Party Services include additional functionality (such as search, email and e-commerce functions) and domain name registration services. You agree to comply with any such terms. Further, information you make available to Third Party Services is subject to the privacy policies of such third parties. You agree that you will use the Third-Party Services at your sole risk.

Applicable Pricing

The Fees and other pricing described in this Agreement are completed at the stated price, sale, promotion or offer that is applicable at time of purchase. Future or past Fees, prices, sales, promotions or offers are in no way applicable in any circumstance.

Supplemental Design

Nuvo offers additional services to our users, for example content writing, logo design, graphic design or image editing, page layout design and any other design related task (collectively, “Supplemental Design Fee’s”) Such services will be charged at the rate listed on the Service Pricing Page  unless otherwise specified in a quote or order form entered into between the parties and may be purchased up front at the time of account creation or later as you need them. For DIFM users Supplemental design fees can be added to your monthly fees until such time as they’re paid in full. Nuvo reserves the right to set and/or change the monthly payment amount with or without notice for all supplemental design fee’s owed. Nuvo reserves the right to change the monthly supplemental service fees applicable to any Renewal Term at any time by updating the Fees listed on the Service Pricing Page. If you received a discount or other promotional offer, Nuvo shall have the right to automatically and without notice renew your subscription to such supplemental design service(s) at the full applicable Fee. provided that any price increase will not apply to any supplemental design service that was previously purchased by you.

You acknowledge and agree that

  1. Nuvo will to modify your monthly fees and/or subscription amount to include any and all supplemental design services with your other service fees till such time as they are paid in full.
  2. Nuvo reserves the right to set and/or change the monthly payment amount with or without notice for all supplemental design fee’s owed.

Payment

The Service Fees are payable each month, in advance, by credit card or such other electronic payment method as may be designated by Nuvo from time to time (“Payment Method”). User may also elect to prepay the service Fees for an annual period in exchange for a prepayment discount. All Fees are due and payable in U.S. dollars, are non-refundable and are exclusive of applicable sales, excise, use or similar taxes. User shall pay all such taxes directly or to us, as required by applicable law. If applicable, User authorizes Nuvo to charge the Payment Method on file with User’s account for all Fees. If payment is not made on the respective due date, Nuvo may charge User a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law. If you dispute a payment that is found to be valid, Nuvo has the right, in its sole and absolute discretion, to terminate your account and this Agreement and permanently bar you from use of the Service. Any past due Fees will be sent to collections. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.

As part of registering or submitting information to receive Paid Services, you also authorize Nuvo (either directly or through its affiliates, subsidiaries or other third parties) to request and collect payment (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated banking account, and to make any inquiries Nuvo or its affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).

Cancellation Fees

If User cancels this Agreement pursuant to Cancelation section below prior to the expiration of the Term, User shall not be entitled to receive any refund and shall be required to pay cancellation fees as follows:

  1. all applicable cancellation fees pursuant to the Supplemental Terms; and
  2. the supplemental service fees that would have been payable to nuvo for the rest of the term; and
  3. any cancellation fees associated with Third-Party Services imposed by a third-party service provider, which will be presented to you at the time of cancellation

You acknowledge and agree that

  1. Nuvo will allocate staff and other resources to you in connection with the Service, including without limitation Design Services and certain Third-Party Services, and Nuvo would incur substantial losses if it were not able to receive fees associated with the cost of such staff, resources and Third-Party Services upon premature termination by you,
  2. such payment is a genuine pre-estimate of the loss that Nuvo would incur upon your early termination of this Agreement, and
  3. such payment is not a penalty.

Supplemental Website Services

Nuvo offers additional services and subscriptions to our users, for example website security monitoring, website maintenance, development, nuvo pulse dashboard, seo dashboard and any other website related  tool or task(collectively, “Supplemental website services’s”) Such services will be charged at the rate listed on the Service Pricing Page  unless otherwise specified in a quote or order form entered into between the parties and may be purchased up front at the time of account creation or later as you need them. For DIY and/or DIFM users Supplemental design fees can be added to your monthly fees until such time as they’re paid in full or Service(s) are canceled pursuant to the cancelation and term section below. Nuvo reserves the right to change the monthly supplemental service fees applicable to any Renewal Term at any time by updating the Fees listed on the Service Pricing Page. If you received a discount or other promotional offer, Nuvo shall have the right to automatically and without notice renew your subscription to such supplemental design service(s) at the full applicable Fee.

You acknowledge and agree that

  1. Nuvo will to modify your monthly fees and/or subscription amount to include any and all supplemental website services with your other service fees till such time as they are paid in full or cancelled.
  2. Nuvo reserves the right to set and/or change the monthly payment amount with or without notice for all supplemental design fee’s owed.

Payment

The Service Fees are payable each month, in advance, by credit card or such other electronic payment method as may be designated by Nuvo from time to time (“Payment Method”). User may also elect to prepay the service Fees for an annual period in exchange for a prepayment discount. All Fees are due and payable in U.S. dollars, are non-refundable and are exclusive of applicable sales, excise, use or similar taxes. User shall pay all such taxes directly or to us, as required by applicable law. If applicable, User authorizes Nuvo to charge the Payment Method on file with User’s account for all Fees. If payment is not made on the respective due date, Nuvo may charge User a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law. If you dispute a payment that is found to be valid, Nuvo has the right, in its sole and absolute discretion, to terminate your account and this Agreement and permanently bar you from use of the Service. Any past due Fees will be sent to collections. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.

As part of registering or submitting information to receive Paid Services, you also authorize Nuvo (either directly or through its affiliates, subsidiaries or other third parties) to request and collect payment (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated banking account, and to make any inquiries Nuvo or its affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).

Cancellation Fees

If User cancels this Agreement pursuant to Cancelation section below prior to the expiration of the Term, User shall not be entitled to receive any refund and shall be required to pay cancellation fees as follows:

  1. all applicable cancellation fees pursuant to the Supplemental Terms; and
  2. the supplemental service fees that would have been payable to nuvo for the rest of the term; and
  3. any cancellation fees associated with Third-Party Services imposed by a third-party service provider, which will be presented to you at the time of cancellation.

You acknowledge and agree that

  1. Nuvo will allocate staff and other resources to you in connection with the Service, including without limitation Design Services and certain Third-Party Services, and Nuvo would incur substantial losses if it were not able to receive fees associated with the cost of such staff, resources and Third-Party Services upon premature termination by you,
  2. such payment is a genuine pre-estimate of the loss that Nuvo would incur upon your early termination of this Agreement, and
  3. such payment is not a penalty.

Marketing Services

Marketing Services subscription levels include monthly fees for the use of the website-creation and hosting features of the Service (“Platform Fees”). Some Marketing Services subscription levels also include an additional allocation of hours to be used towards a Local, Pro or Business website design (“Design Services”). In addition, Marketing Services subscription levels may also include SEO and PPC Services (“SEO and PPC Services”). Platform Fees, Design Services, SEO and PPC Services together with all other fees that may be payable pursuant to this Agreement (collectively, “Fees”), including for each level within Marketing Services, are set forth on the Nuvo Marketing page, unless otherwise set forth in any quote or order form that may be entered into between Nuvo and User. Nuvo reserves the right to change the monthly Marketing Services fees applicable to any Renewal Term at any time by updating the Fees listed on the Nuvo Marketing Page. If you received a discount or other promotional offer, Nuvo shall have the right to automatically and without notice renew your subscription to such Nuvo Service(s) at the full applicable Fee.

Payment

Marketing Service fees are payable each month, in advance, by credit card or such other electronic payment method as may be designated by Nuvo from time to time (“Payment Method”). All Fees are due and payable in U.S. dollars, are non-refundable and are exclusive of applicable sales, excise, use or similar taxes. User shall pay all such taxes directly or to us, as required by applicable law. If applicable, User authorizes Nuvo to charge the Payment Method on file with User’s account for all Fees. If payment is not made on the respective due date, Nuvo may charge User a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law. If you dispute a payment that is found to be valid, Nuvo has the right, in its sole and absolute discretion, to terminate your account and this Agreement and permanently bar you from use of the Service. Any past due Fees will be sent to collections. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.

As part of registering or submitting information to receive Paid Services, you also authorize Nuvo (either directly or through its affiliates, subsidiaries or other third parties) to request and collect payment (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated banking account, and to make any inquiries Nuvo or its affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company). Design Services associated with Marketing Services subscription levels, also referred to as (“Local, Pro or Business Website”), are limited to one per customer.

Cancellation Fees

If User cancels this Agreement pursuant to cancellation and terms Section prior to the expiration of the Term, User shall not be entitled to receive any refund and shall be required to pay cancellation fees as follows:

  1. the monthly Platform Fees that would have been payable to Nuvo for the remainder of the Term;
  2. for Users still in an initial term subscribed at a subscription level that included Design Services, an early termination fee equal to the amount of the Design Service package provided as outlined on the Nuvo pricing page
  3. if User elects to receive supplemental services, all applicable cancellation fees pursuant to the Supplemental Terms; and
  4. any cancellation fees associated with Third-Party Services imposed by a third-party service provider, which will be presented to you at the time of cancellation (e.g. Google Ad Spend).

You acknowledge and agree that

  1. Nuvo will allocate staff and other resources to you in connection with the Service, including without limitation Design Services and certain Third-Party Services, and Nuvo would incur substantial losses if it were not able to receive fees associated with the cost of such staff, resources and Third-Party Services upon premature termination by you
  2. such payment is a genuine pre-estimate of the loss that Nuvo would incur upon your early termination of this Agreement,
  3. such payment is not a penalty.

Trial Services

All Nuvo accounts begin with an obligation-free trial, which will allow you to evaluate the Services, free of charge, for 14 days. Upon the expiration of the free trial, User may no longer have access to the Service and its User Site, unless and until User provides Nuvo with a valid Payment Method (defined below). This Agreement will apply to any trial period, provided that any terms related to support and payment of fees are not applicable. In addition to our disclaimers of warranty below, you agree that all use of the Service during the trial period is at your sole risk.

Invoices

Nuvo and/or its affiliated companies will issue an invoice or credit memo for any payment of Fees or refund made to or by Nuvo (“Invoice”). Each Invoice will be issued in electronic form and based on the country stated in your billing address, and will be made available to you via your User Account and/or by e-mail. For the purpose of issuing the Invoice, you may be required to furnish certain Personal Information (as such term is defined in the Privacy Policy) in order to comply with local laws. Please note that the Invoice presented in your User Account may be inadequate with your local law requirements, and in such case, may be used for pro forma purposes only.

Subscription Auto-Renewals

In order to ensure that you do not experience any interruption or loss of services, certain Paid Services include an automatic renewal option by default, according to which, unless you turn-off the auto-renewal option, such Paid Services will automatically renew upon the end of the applicable subscription period, for a renewal period equal in time to the original subscription period (excluding extended periods).

For example, if the original subscription period for a Service is one month, each of its renewal periods (where applicable) will be for one month. Accordingly, where applicable, Nuvo will attempt to automatically charge you the applicable Fees using the payment method you have on file with Nuvo, within two (2) weeks before such renewal period commences. In the event of failure to collect the Fees owed by you, we may in our sole discretion (but shall not be obligated to) retry to collect on a later time, and/or suspend or cancel your User Account, without further notice. If your Paid Service is subject to a yearly or multiple-year subscription period, Nuvo will endeavor to provide you a notice prior to the renewal of such Paid Service at least thirty (30) days in advance of the renewal date. You may turn-off the auto-renewal option or cancel your Paid Services at any time via your User Account

Certain domains are subject to a different renewal policy as detailed in the Domains Registration Agreement. Notwithstanding anything to the contrary in the foregoing, you are and shall be solely responsible to verify and ensure the successful renewal of the Nuvo Services you use (whether or not such Nuvo Services are subject to automatic subscription renewals). Accordingly, you shall be solely responsible with respect to any discontinuation of any Nuvo Services previously purchased by you, including due to a cancellation, failure to charge the applicable recurring Fees, or due to any Nuvo Services not being subject to automatic subscription renewals. You acknowledge and agree that you shall not have any claims against Nuvo in relation to the discontinuation of any Nuvo Services or Third-Party Services, for whatever reason.

Nuvo Commerce Terms

The Nuvo Services also include certain features which enable you to sell goods, content, media and services through your User Platform (“User Products” or “Nuvo Commerce”, and collectively – “E-Commerce”).

You are solely responsible for your User Products and E-Commerce related activities, and any promotions and related Content contained or referred to in your User Platform, and compliance with any laws applicable thereto. We are merely providing the platform for you to manage your online E-Commerce activities. We are not involved in your relationship and/or any transaction with any actual or potential buyer of your User Products. When someone purchases your User Products, such transaction’s payments will be processed through such third-party payment service providers with which you decided to register and set up an account (“E-Commerce Service Provider(s)”), in accordance with such E-commerce Service Provider’s terms of service and other applicable policies. We are neither a party to nor are responsible in any way for your relationship with any such E-Commerce Service Providers, or for the actions of any of these E-Commerce Service Providers.

By using any of our E-Commerce features, you acknowledge, warrant and agree that:

  1. You shall be solely and fully responsible for all Taxes and fees of any nature associated with your E-Commerce activities, including any Taxes related to the purchase or sale of the User Products, and to collect, report and remit the correct amounts to the appropriate authorities and/or inform your End Users of such and provide them with a duly issued invoice as required by law;
  2. Any Taxes indicated by the E-Commerce features provided to you by Nuvo are solely provided for illustration purposes only, and may not be relied on in any way;
  3. You shall be responsible for and bear all costs of procuring and delivering your User Products, and for providing them in a safe and professional manner, consistent with industry standards;
  4. You are solely responsible for any and all statements and promises you make and for all assistance, warranty and support regarding the User Products, and shall provide true contact information on your User Platform for any questions, complaints or claims; and
  5. You may not offer or sell any User Products, or provide any information, Content or material regarding User Products, which may be deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive; which are prohibited for sale, distribution or use; or which otherwise fail to comply with any applicable laws, including with respect to consumer rights, intellectual property or privacy rights, product safety, trade regulations and sanctions, support, maintenance and export; and –
  6. Nuvo may, at any time and at its sole discretion, suspend, disable access to or remove your User Platform and/or any User Products – whether or not incorporated, published with or made a part of your User Platform at such time, without any liability to you or to any End Users, including for any Capacity Loss resulted therefrom.

Video Services

As part of the Nuvo Services, Nuvo may provide video services (such as Nuvo Video or Nuvo Gallery) for managing videos on User Platforms (the “Video Services”). The use of the video services for your User Platform, may require that you receive a license to use certain patents from MPEG–LA (the “License”).  It is your own exclusive responsibility to decide whether your activity requires a License and to obtain it. Information about the License can be obtained from MPEG LA L.L.C. at http://www.mpegla.com.

In addition to the aforesaid in Indemnity section of these Terms of Use and without any limitation of liability, you shall fully indemnify, defend and hold Nuvo its officers, directors, shareholders, employees, affiliates and agents, harmless from any and all damages and costs, obligations, losses, liabilities debt and expenses (including attorneys’ fees), as accrued, that arise out of or are related to infringement and/or misuse of the patent pool under the MPEG-LA consortium.

SEO Terms

  1. If User submits a quote, order form or online form submitted through the Site for search engine optimization (SEO) services (“SEO Services”), Nuvo will implement and manage an SEO campaign on behalf of User for its User Site. The campaign will commence on the date Nuvo receives payment of the Fees for the SEO Services and continue for a period of twelve (12) months (the “SEO Campaign Period”), unless earlier terminated by the parties as provided in the Terms of Service.
  2. User shall pay Fees for the SEO Services as set forth in the quote, order form or online form. If User elects to terminate its access to the Service or its receipt of the SEO Services prior to the expiration of the SEO Campaign Period, User shall pay Nuvo and early termination fee equal to 50% of the Fees for the SEO Services that would have been payable to Nuvo for the remainder of the SEO Campaign Period.
  3. User acknowledges that results achieved from paid marketing services can be unpredictable and imprecise and that Nuvo does not guarantee any specific results will be achieved from the SEO Services. User assumes responsibility for implementing any advice provided by Nuvo in connection with the SEO Services.
  4. User shall cooperate and assist Nuvo in the performance of the SEO Services, including without limitation, by providing access to certain resources necessary for Nuvo’s performance of the SEO Services.
  5. Nuvo SEO services will be provided to users with an active Nuvo User site either through DIY or DIFM only. User must have and maintain a user site hosted by nuvo for the duration or SEO services.

PPC Terms

  1. If User submits a quote, order form or online form submitted through the Site for pay-per-click (PPC) Internet marketing services (“PPC Services”), Nuvo will implement and manage a pay-per-click campaign on behalf of User for its User Site. The campaign will commence on the date Nuvo receives payment of the Fees for the PPC Services and continue for a period of twelve (12) months (the “PPC Campaign Period”), unless earlier terminated by the parties as provided in the Terms of Service. User acknowledges that the actual date the PPC Services begin may be later than the date Nuvo receives payment of the Fees for the PPC Services, due to additional work that Nuvo will need to perform, or due to requirements of the applicable search engine.
  2. User shall pay Fees for the PPC Services as set forth in the quote, order form or online form. If User elects to terminate its access to the Service or its receipt of the PPC Services prior to the expiration of the PPC Campaign Period, User shall pay Nuvo and early termination fee equal to 50% of the Fees for the PPC Services that would have been payable to Nuvo for the remainder of the PPC Campaign Period, minus any media costs that would have been otherwise payable.
  3. User acknowledges that results achieved from paid marketing services can be unpredictable and imprecise and that Nuvo does not guarantee any specific results will be achieved from the PPC Services. User assumes responsibility for implementing any advice provided by Nuvo in connection with the PPC Services.
  4. User shall cooperate and assist Nuvo in the performance of the PPC Services, including without limitation, by providing access to certain resources necessary for Nuvo’s performance of the PPC Services.
  5. Nuvo PPC services will be provided to users with an active Nuvo User site either through DIY or DIFM only. User must have and maintain a user site hosted by nuvo for the duration or PPC services.

Cancellation & Term
Term

This Agreement will begin on the Effective Date and will continue for a period of 12 months from the expiration of any trial period for a DIY, DIFM and Marketing Services subscription (the “Term”). After the expiration of the initial Term, this Agreement and the Service will automatically renew on a month-to-month basis, unless explicitly cancelled by User prior to the expiration of the then current Term, or otherwise is terminated in accordance with this Section; provided that if User elects to undertake a re-design of its User Site upon the expiration of the then current Term, this Agreement will renew for an additional 24-month Term.

Cancellation by user

You may discontinue to use and request to cancel your User Account and/or any Nuvo Services at any time, via the Nuvo website or a phone call to 512-838-4225. Cancellation and termination of this Agreement will be effective 30 days after receipt of such notice. Upon such cancellation, User will be required to pay early cancellation fees as described in platform and design fees Section above.

Notwithstanding anything to the contrary in the foregoing, with respect to automatically-renewed subscriptions to Paid Services, such subscription will be discontinued only upon the expiration of the respective period for which you have already made payment. Please note that as the cancellation process may take a few days, in order to avoid the next automatic renewal and respective charge the cancellation request should be made at least thirty (30) days prior to the expiration of the then-current service period.

Cancellation by Nuvo

Failure to comply with any of the Nuvo Terms and/or to pay any due Fee shall entitle Nuvo to suspend (until full payment is made) or cancel your User Account and User Platform (or certain features thereof), as well as the provision of any related Nuvo Services (e.g., Paid Services) or Third-Party Services to you.

Loss of data, content and capacity

If your User Account or any Nuvo Services or Third-Party Services related to your User Account are cancelled (whether at your request or at Nuvo’s discretion), it may cause or result in the loss of certain content, features, or capacity of your User Account, including any User Content, End User data or other usage data retained therein, and including any domain name reservation or registration that was included in such Services (“Capacity Loss”). Nuvo shall not be liable in any way for such Capacity Loss, or for saving a backup of your User Account, User Content or End User data. You herby acknowledge and agree that it is your sole responsibility to back up your data during this term. Please also note that additional Fees may apply to re-activation of a User Account and/or any Nuvo Services following their cancellation, as determined by Nuvo in its sole discretion.

Chargebacks

If, at any time, we record a decline, chargeback or other rejection of a charge of any payable Fees on your Nuvo account (“Chargeback”), this will be considered as a breach of your payment obligations hereunder, and your use of the Nuvo Services, Nuvo Platform, Nuvo Builder Tools will be automatically disabled or terminated.

In the event a Chargeback is performed, your User Account may be blocked without the option to re-purchase or re-use it, and any data contained in such User Account, including any domains, applications and Third-Party Services may be subject to cancellation and Capacity Loss (as defined in cancelation section below).

Your use of the Nuvo Services and Nuvo Builder Tools will not resume until you re-subscribe for any such Nuvo Services, and pay any applicable Fees in full, including any fees and expenses incurred by Nuvo and/or any Third Party Services for each Chargeback received (including Fees for Nuvo Services provided prior to the Chargeback, handling and processing charges and fees incurred by the payment processor).

If you have any questions or concerns regarding a payment made to Nuvo, we encourage you to first contact our Customer Support team before filing a Chargeback or reversal of payment, in order to prevent the Nuvo Services from being cancelled and your User Account being blocked, and to avoid the filing of an unwarranted or erroneous Chargeback, which may result in your being liable for its applicable Fees, in addition to re-payment of all the Fees applicable to the Nuvo Services purchased (and charged-back) by you.

We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the User responsible for such Chargeback did in fact authorize the transaction and make use of the services rendered thereafter. If you dispute a payment that is found to be valid, Nuvo has the right, in its sole and absolute discretion, to terminate your account and this Agreement and permanently bar you from use of the Service. Any past due Fees will be sent to collections. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.

Misconduct & Copyrights
Misconduct and abuse

When using the Nuvo Services, you may be exposed to User Platforms, User Content or Third Party Services from a variety of sources, which may be inaccurate, offensive, objectionable or illegal. You hereby waive any legal or equitable rights or remedies you have or may have against Nuvo with respect thereto.

If you believe a User or any Third Party Services acted inappropriately or otherwise misused any of the Nuvo Services or Nuvo Builder Tools, please immediately report such User and/or Third Party Service to us via this form. You agree that your report shall not impose any responsibility or liability upon Nuvo, and that Nuvo may consider such report and act upon it, refrain from taking any such action or require additional information or documents before doing so, at its sole discretion.

Copyrights

Nuvo acts in accordance with its interpretation of the Digital Millennium Copyright Act (“DMCA”). If you believe that your work has been copied or was otherwise used in a way that constitutes copyright infringement, you may notify us of such infringement via this form, or otherwise provide the following information in writing to our designated Copyright Agent: (1) the contact details of the person authorized to act on behalf of the owner of the copyright; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the material that you claim 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 sufficient to permit Nuvo to locate the material (including URL address); (4) 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 (5) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.

Nuvo’s Copyright Agent can be reached at the following address:

Nuvosite, Inc.
212 Fuck All Ave, Suite 101, Austin, Texas 78701, USA.
Attn: Copyright Agent
Telephone Number: 512-838-4225 | Fax: 512-430-1306
E-mail: abuse@nuvosite.com

In the event that Nuvo receives notice regarding a copyright infringement related to your User Platform or User Website, it may cancel your User Account, take your User Platform down or remove any Content in its sole discretion, with or without prior notice to you. In such case, you may file a proper counter-notice in accordance with Section 512 of the DMCA, in which you must include: (1) your full name, address, phone number and physical or electronic signature; (2) identification of the material and its location before removal; (3) a statement under penalty of perjury that the material was removed by mistake or misidentification; (4) your consent to an appropriate judicial body; and (5) any other information required under the relevant provisions of the DMCA. Any notices filed pursuant to this Section may be deemed accepted, applicable and compliant with the DMCA, or not, at Nuvo’s sole reasonable discretion. Nuvo reserves the right to notify the person or entity providing the infringement notice of such counter-notice and provide any details included therein.

Disclaimer of Warranties

We provide the Nuvo Services on an “As Is”, “with all faults” and “As Available” basis, without any warranties of any kind, including any implied warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, or any other warranty – all to the fullest extent permitted by law. We specifically do not represent or warrant that the Nuvo Services (or any part, feature or Content thereof) are complete, accurate, of any certain quality, reliable or secure in any way, suitable for or compatible with any of your (or your End Users’) contemplated activities, devices, operating systems, browsers, software or tools (or that they will remain as such at any time), or comply with any laws applicable to you or your End Users (including in any jurisdiction in which you operate), or that their operation will be free of any viruses, bugs or other harmful components or program limitations. Moreover, we do not endorse any entity, product or service (including any Third-Party Services) mentioned on or made available via the Nuvo Services – so please be sure to verify those before using or otherwise engaging them.

Nuvo may, at its sole discretion (however it shall have no obligation to do so), screen, monitor and/or edit any User Platform and/or User Content, at any time and for any reason, with or without notice.

Notwithstanding anything to the contrary in the foregoing, in no circumstances may Nuvo be considered as a “publisher” of any User Content, does not in any way endorse any User Content, and assumes no liability for any User Content uploaded, posted, published and/or made available by any User or any other party on and/or through the Nuvo Services, for any use by any party, or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing and/or relying on any User Content. Furthermore, Nuvo shall not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement and/or any other unlawful and/or infringing User Content you or any other party may encounter.

You acknowledge that there are risks in using the Nuvo Website, Nuvo Services, Nuvo Builder Tools and/or connecting and/or dealing with any Third Party Services through or in connection with Nuvo Services or Nuvo Builder Tools, and that Nuvo cannot and does not guarantee any specific outcomes from such use and/or interactions, and you hereby assume all such risks, liabilities and/or harm of any kind arising in connection with and/or resulting from such interactions. Such risks may include, among others, misrepresentation of information about and/or by Third Party Services and/or Licensed Content, breach of warranty and/or contract, violation of rights, and any consequent claims.

Nuvo does not recommend the use of the Nuvo Services for hosting of personal content and shall not bear any security or integrity obligations or risks regarding breach or damage to any such content.

Please note that certain Nuvo Services and Nuvo Builder Tools are currently offered in their BETA version, and undergoing BETA testing. You understand and agree that certain Nuvo Services and Nuvo Builder Tools may still contain software bugs, suffer disruptions and not operate as intended or designated. Your use of the Nuvo Services and/or Nuvo Builder Tools at this BETA stage signifies your agreement to participate in such Nuvo Services’ and/or Nuvo Builder Tools BETA testing.

Limitation of liability

To the fullest extent permitted by law in each applicable jurisdiction, Nuvo, its subsidiaries, officers, shareholders, employees, affiliates, agents and/or or anyone else involved in creating, producing or distributing the Nuvo Service, the Nuvo website or the Nuvo Builder Tools shall not be liable to you for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, including any damages resulting from (1) errors, mistakes, omissions, deletion or inaccuracies of or in any content; (2) any personal injury or property damage related to your use of the Nuvo Services or Nuvo Builder Tools; (3) any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein; (4) any interruption or cessation of transmission to or from the Nuvo Services or Nuvo Builder Tools; (5) the use or display of any Content or User Content posted, emailed, transmitted, or otherwise made available via the Nuvo Services or Nuvo Builder Tools; (6) events beyond the reasonable control of Nuvo, including any internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties; and/or (7) loss of use, data, profits, goodwill, or other intangible losses, resulting from the use or the inability to use any or all of Nuvo Services or Nuvo Builder Tools. You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for Nuvo’s services to you, and such limitations will apply even if Nuvo has been advised of the possibility of such liabilities.

Indemnity

You agree to defend, indemnify and hold harmless Nuvo, its officers, directors shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys’ fees) arising from: (1) your violation of any term of these Terms of Use or any other Nuvo Terms; (2) your violation of any third party right, including any copyright, access rights, property, or privacy right, resulting from your User Platform or User Content and/or your use of the Nuvo Services, including, without limitation, Nuvo Services’ actions for your benefit; and/or (3) any other type of claim that your User Platform and/or User Content caused damage to a third party.

Confidentiality

You acknowledge that the Service, the terms of this Agreement, and any other proprietary or confidential information provided to User by Nuvo (“Nuvo Confidential Information”) constitutes valuable proprietary information and trade secrets of Nuvo. Nuvo acknowledges that the Data provided to Nuvo by User (“User Confidential Information”) constitutes valuable proprietary information and trade secrets of User. Each party agrees to preserve the confidential nature of the other party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its internal use except as provided herein, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. Each party shall have the right to obtain an injunction (without having to post a bond) to prevent any breach or continued breach of this section.

General
Changes & Updates

Nuvo reserves the right to change, suspend or terminate any of the Nuvo Services (or any features thereof, or prices applicable thereto), and/or cancel your access to any of the Nuvo Services (including removal of any materials created by you in connection with the Nuvo Services) for any reason and/or change any of the Nuvo Terms with or without prior notice – at any time and in any manner. You agree that Nuvo will not be liable to you or to any third party for any modification, suspension or discontinuance of those Nuvo Services. If any such changes involve the payment of additional Fees, we will provide you with a notice of such Fees prior to enabling such specific changes. If you fail or refuse to pay such Fees, we may (at our sole discretion) cancel your User Account (as further explained in fees section above), continue to support your then-current Nuvo Services without enabling such changes, or provide you with alternative Services.

Support and Maintenance

Nuvo will offer a commercially reasonable amount of email and online technical support regarding use of the Service. Certain support plans may also include additional phone support. Nuvo will also provide you with access, during the Term to any applicable user forums. During scheduled system maintenance, the Service may be unavailable. Emergency maintenance may be required in the event of system failure. We make no guarantees about uptime.

Governing law, jurisdiction; class action waiver

The Nuvo Terms, the rights and remedies provided hereunder, and any and all claims and disputes related hereto and/or to the Nuvo Services, Nuvo website or Nuvo Builder Tools, their interpretation, or the breach, termination or validity thereof, the relationships which result from or pursuant to the Nuvo Terms, or any related transaction or purchase, shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the laws of the State of Texas and the United States of America, and the parties hereby consent to them being decided exclusively by, a court of competent jurisdiction located in Travis County, Texas for all disputes or claims in connection with this Agreement without respect to its conflict of laws principles.

Subject to any applicable law, all disputes between you and Nuvo shall only be resolved on an individual basis and you shall not have the right to bring any claim against Nuvo as a plaintiff or a member of a class, consolidated or representative actions (or any other legal proceedings conducted by a group or by representatives on behalf of others).

Force Majeure

Neither party shall be in default for failing to perform any obligation hereunder, other than the payment of Fees, as a result of any delay, failure in performance, or interruption of services resulting directly or indirectly from acts of God, network failures, theft, destruction or unauthorized access to Nuvo records, programs or services, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third-party telecommunications or Internet equipment or service, other catastrophes, or any other similar occurrences which are beyond such party’s control.

Notices

We may provide you with notices in any of the following methods: (1) via the Nuvo Services, including by a banner or pop-up within the Nuvo Website, User Account or elsewhere; (2) by e-mail, sent to the e-mail address you provided us; and/or (3) through any other means, including any phone number or physical address you provided us. Nuvo’s notice to you will be deemed received and effective within twenty-four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice.

Electronic Versions

A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Relationship

The Nuvo Terms and your use of the Nuvo Services, Nuvo Website, or Nuvo Builder Tools do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Nuvo and you.

Entire Agreement

These Terms of Use, together with the Nuvo Terms, Supplemental Terms and any other legal or fee notices provided to you by Nuvo, shall constitute the entire agreement between you and Nuvo concerning the subject matter hereof or thereof, and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between Nuvo and you, including those made by or between any of our respective representatives, with respect to any of the Nuvo Services, Nuvo website and Nuvo Builder Tools. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of Nuvo in entering into any of the Nuvo Terms.

Assignment

Nuvo may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in the Nuvo website, Nuvo Services, Nuvo Builder Tools and/or Licensed Content to a third party without your consent or prior notice to you. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of Nuvo. Any attempted or actual assignment thereof without Nuvo’s prior explicit and written consent will be null and void. In any event, an assignment or transfer pursuant to this Section shall not in itself grant either Nuvo or you the right to cancel any Nuvo Services or Third-Party Services then in effect.

Compliance with Laws

To the extent you choose to use the Service, you agree to comply with any applicable laws, including but not limited to applicable local laws. You may not use or otherwise export or re-export it except as authorized by United States law and the laws of the jurisdiction in which the Service(s) were accessed. The performance of Nuvo per this Agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of the right to comply by Nuvo with governmental, court and law enforcement requests or requirements relating to your use of the Nuvo Builder Tools or information provided to or gathered by Nuvo with respect to such use.

Severability & Waivers

If any provision of the Nuvo Terms is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in full force and effect. 

The failure of either party to enforce at any time the provisions of the Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter. The express waiver by either party of any provision, condition or requirement of the Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Interpretation

These Terms of Use were written in English, and translated into other languages for your convenience. You may access and view other language versions by changing your Nuvo Website language settings. If a translated (non-English) version of these Terms of Use conflicts in any way with their English version, the provisions of the English version shall prevail.

Modifications

We may change the terms of this Agreement from time to time. Any change will take effect when we notify User of the change (either through an email notice or a message delivered through the Service) and User accepts the change (via email or an electronic click-to-accept method).