Terms & Conditions
Effective Date: August 2, 2018
These Terms of Service (“Terms”) describe the terms on which you may use public portions of Nucleus195.com and as well as subscription services available only to registered users (collectively, “Services”). The Services are operated by Nucleus195, LLC (“Nucleus195,” “we,” “us”).
Please read these Terms carefully before you use the Services. BY ACCESSING AND USING THE SERVICES, YOU AFFIRM THAT:
- YOU HAVE READ AND UNDERSTAND THESE TERMS;
- YOU WILL COMPLY WITH THESE TERMS; AND
- YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE AND OTHERWISE LEGALLY COMPETENT TO ENTER INTO A LEGAL AGREEMENT.
Please read carefully the sections titled “DISCLAIMER OF WARRANTIES,” “LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES” and “AGREEMENT TO ARBITRATE DISPUTES.” These provisions limit Nucleus195’s liability to you and affect how disputes are resolved.
If you do not agree to these Terms, then you are not authorized to use the Services.
2. CHANGES TO TERMS
The Effective Date of these Terms is set forth at the top of this webpage. As we add new features, we may revise or supplement these Terms. We will provide you with advance notice of material revisions to these Terms. We will not make revisions that have a retroactive effect unless we are legally required to do so or to protect other users of the Services. Your continued use of the Services after the Effective Date constitutes your acceptance of these Terms, as amended. As of the Effective Date, the amended Terms supersede all previous versions of or agreements, notices or statements about these Terms.
3. SUBSCRIPTION AGREEMENTS
Certain features of the Services are governed by agreements (“Subscription Agreements”) with certain customers (“Content Buyers”). A Subscription Agreement describes the terms on which our Content Buyers purchase reports and analysis (“Reports”) that are made available by third parties (“Content Providers”) through the Services.
These Terms and any applicable Subscription Agreement apply equally to use of the Services. If, however, the term of a Subscription Agreement and these Terms conflict, then the Subscription Agreement governs but solely to the extent of the conflict.
4. SERVICES CONTENT
As between Nucleus195 and you, Nucleus195, Content Providers and their respective licensors retain full and complete title to all information and materials provided by them on or through the Services, including any artwork, graphics, text, video and audio clips, trademarks, logos and other content (collectively, “Services Content”). All trademarks are the property of their respective owners.
Although Reports are part of the Services Content for purpose of this Section 3, Nucleus195 does not own and is not responsible for the content of Reports. Nucleus195 does not review, assess or recommend the quality of accuracy of Reports. Each Report is provided “As Is” and made available through the Services in the form provided by the Content Provider. Each Content Provider is solely responsible for each Report it provides through the Services.
If you agree to these Terms, then you may download, print and/or copy Services Content solely for your own personal use and subject to the terms of any Subscription Agreement that applies to your use of the Services.
Except for content that is in the public domain or unless Nucleus195 or a Content Provider provides you with written authorization to do so, you may not:
- Incorporate any Services Content into any other work (such as your own website) or use Services Content in any public or commercial manner;
- Copy, modify, reproduce, adapt, reverse engineer, distribute, frame, republish, upload, display, post, transmit, transfer, license or sell Services Content in any form or by any means; or
- Change any of the notices about copyright, trademarks or other intellectual property rights that may be part of the Services Content.
Nucleus 195 make no representations, warranties or guarantees, whether express or implied, that Reports and other Services Content are accurate, complete or up to date. NUCLEUS195 DOES NOT ENDORSE THE ACCURACY OR RELIABILITY OF ANY OPINION OR ADVICE ON THE SERVICES. Except as required by law, Nucleus195 disclaims any duty to update Services Content. All Services Content is subject to change without notice.
5. USING THE SERVICES
You are responsible for making all arrangements necessary for you to access the Services.
Your Account: You may be required to create an account (“Account”) to use certain features of the Services. You agree that you will maintain your Account information to ensure that it is always current, complete and accurate. If you provide untrue, incomplete, misleading or inaccurate information, you understand that we have the right to terminate your Account and use of the Services.
You understand that Content Providers rely on your Account information to verify that you are permitted to review specific Reports. If you provide untrue, incomplete or inaccurate Account information, you are solely responsible for any legal or regulatory consequence, including your access to a Report in violation of applicable law.
Nucleus195 has no responsibility or liability whatsoever for the deletion or failure to store any Report or other materials or communications associated with your Account. Nucleus195 will, however, use reasonable efforts to help you restore purchased Reports that are accidentally deleted.
You agree to protect the security of your Account. You agree not to share your Account credentials (i.e., username and password) and that you are responsible for all use of your Account. Nucleus195 treats access to the Services through your Account credentials as authorized by you. Unauthorized access to password-protected or secure areas is prohibited and may lead to criminal prosecution. Please immediately notify Nucleus195 using the contact information below if you believe that information you provided to us is no longer secure.
Accessing the Services: You are responsible for the software, hardware and Internet service that you need to access and use the Services. If you access and use the Services on your smartphone, tablet or other mobile device (“Mobile Device”), you are solely responsible for any and all data and other fees related to use of the Services through your Mobile Device.
If you access and use one of Nucleus195’s mobile applications (“Apps”), then Nucleus195 grants you a limited, non-exclusive, and nontransferable license to download, install, and use the Apps for your personal, non-commercial use on your Mobile Device.
Availability of the Services: We do not guarantee availability of the Services at all times of the day. The availability of the Services may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications.
Nucleus195 may from time to time perform upgrades, updates or error corrections (“Updates”) or otherwise make the Services unavailable. To the maximum extent authorized under applicable law, we reserve the right to change, remove, delete, restrict, block access to or stop providing any or all of the Services at any time and without notice. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either an App will automatically download and install all available Updates or may receive notice of or be prompted to download and install available Updates. Please promptly download and install all Updates to ensure that the App operates properly
Except as provided in a Subscription Agreement, Nucleus195 has no obligation to provide access to or support for the Services and is not responsible for any delays, delivery failures or other damage resulting from such problems. Updates to the Services are part of the Services and subject to these Terms. Your continued use of the Services after the Effective Date constitutes your acceptance of the Updates.
Restrictions on Your Use of the Services: You may use the Services for lawful purposes only. You agree that you will not (and you agree not to encourage or allow any third party to):
- Breach, test, circumvent (or attempt to breach, test or circumvent) any security, copy protection or rights management feature in the Services or otherwise attempt to gain unauthorized access to the Services, other users’ Accounts or Nucleus195’s computer systems or networks;
- Copy, modify, translate, adapt or otherwise create derivative works or improvements (whether or not patentable) of any part of the Services;
- Decompile, reverse engineer, disassemble or decode the Services or otherwise attempt to derive or gain access to the source code of any part of the Services (unless applicable laws specifically prohibit such restriction);
- Remove, alter or obscure any copyright, trademark or other intellectual property or proprietary notices contained in the Services;
- Use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape, data mine or index any portion of the Services;
- Use the Services to send unsolicited messages or advertisements through comment functions available on the Services;
- Distribute, rent, sublicense, lease, lend, sell, resell, assign, transfer, transmit, stream, broadcast or otherwise make available or exploit any features or functionality of the Services including through time-sharing, use of service bureau or by otherwise making the Services available on a network on which they are accessible by more than one device at any time;
- Reformat or frame any portion of the web pages that are part of the Services without Nucleus195’s written consent;
- Negligently, recklessly, knowingly, or intentionally transmitting or uploading any material that contains viruses, time bombs, trojan horses, worms, malware, spyware or any other programs that may be harmful or dangerous;
- Cause or launch any programs or scripts for the purpose of unduly burdening or hindering the operation and/or functionality of any aspect of the Services or otherwise interfere with others’ use and enjoyment of the Services;
- Create an Account under fraudulent pretenses;
- Engage in obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, hateful, violent, abusive, pornographic or otherwise offensive or unlawful; or
Nucleus195 may from time to time offer areas in the Services where you and other users can share with Nucleus195 suggestions, ideas or other user-created content (collectively, “Submissions”). You are the owner of and are responsible for your Submissions. By submitting a Submission, you represent and warrant that:
- Your Submission is true and accurate;
- You own or otherwise control all of the rights to your Submission, including copyrights and trademarks, necessary to meet your obligations to Nucleus195 under these Terms; and
- Your Submission does not violate the privacy, publicity, intellectual property or other rights of any other person or entity.
You acknowledge and agree that Nucleus195 has the right (but not the obligation) to monitor, alter, remove or refuse to post any Submission. NUCLEUS195 TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY SUBMISSION, INCLUDING LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT IN SUBMISSIONS.
By sharing your Submissions, you grant Nucleus195 and our designees a worldwide, perpetual, irrevocable, transferrable, royalty-free license (with the right to sublicense) to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform and otherwise use your Submission in all formats and distribution channels now known or hereafter devised (including on third-party Services and services) to provide, expand or promote the Services and Nucleus195’s products without further notice to or consent from you. Under no circumstances are you entitled to payment for your Submissions. All Submissions are deemed non-confidential and non-proprietary.
7. NUCLEUS195 IS NOT AN INVESTMENT ADVISER OR BROKER-DEALER
You understand, acknowledge and agree that Nucleus195 is not registered, and does not intend to register, as an investment adviser or broker-dealer with the United State Securities and Exchange Commission (“SEC”), the securities regulator of any state of the U.S. or any equivalent regulator under the laws of any foreign jurisdiction; nor is Nucleus195 a member of the Financial Industry Regulatory Authority, Inc., or any other self-regulatory organization designated by the SEC, or any equivalent organization under the laws of any foreign jurisdiction, to regulate investment advisers or broker-dealers. You further understand, acknowledge and agree that Nucleus195 is operating solely as the provider of a “broadly distributed electronic database” through which Content Providers make their Reports available for Content Buyers and not as a provider of investment advice, research, brokerage or any other service.
8. DISCLAIMER OF WARRANTIES
Nucleus195 warrants that Nucleus195 has validly entered into these Terms and has the legal power to do so. You warrant that you have validly entered into these Terms and have the legal power to do so.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. Nucleus195 specifically disclaims all warranties and conditions of any kind, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. Nucleus195 does not warrant that (a) the Services will meet your requirements, (b) operation of the Services will be uninterrupted or virus- or error-free or (c) errors will be corrected.
Any oral or written advice provided by Nucleus195 or its authorized agents does not and will not create any warranty.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE WAIVERS MAY NOT APPLY TO YOU. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.
9. LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES
Without limiting the generality of the Disclaimer of Warranties and limitations of liability in these Terms or an applicable Subscription Agreement, Nucleus195 does not own, is not responsible for and disclaims all liability for the content of Reports.
NUCLEUS195 IS NOT LIABLE FOR DIRECT DAMAGES (FOR ANY CAUSE OR UNDER ANY LEGAL THEORY) TO YOU THAT EXCEED THE AMOUNT PAID BY YOU TO ACCESS AND USE THE SERVICES DURING THE TWELVE-MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY OR $1,000, WHICHEVER IS GREATER.
YOU AGREE THAT IN NO EVENT WILL NUCLEUS195 BE LIABLE TO YOU (i) FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF SERVICE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER ARISING IN ANY WAY IN CONNECTION WITH THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF NUCLEUS195 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
The foregoing disclaimer of liability will not apply to the extent prohibited by applicable law in the jurisdiction in which you reside. You acknowledge and agree that the above limitations of liability together with the other provisions in these Terms that limit liability are essential terms and that Nucleus195 would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.
10. AGREEMENT TO ARBITRATE DISPUTES
If you have a complaint about the Services, please contact Nucleus195 via email at email@example.com.
You and Nucleus195 agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Nucleus195 and not in a court of law.
You acknowledge and agree that you and Nucleus195 are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Nucleus195 otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. You and Nucleus195 do, however, each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
Arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (“AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.
Nucleus195 and you agree that the arbitrator (“Arbitrator”), and not any federal, state or local court or agency, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate disputes, including any claim that all or any part of this agreement to arbitrate is void or voidable. The Arbitrator also is responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches or estoppel.
Notwithstanding any choice of law or other provision in these Terms or a Subscription Agreement, Nucleus195 and you agree and acknowledge that this agreement to arbitrate disputes evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”) will govern its interpretation and enforcement and proceedings pursuant thereto. Nucleus 195 and you intend that the FAA and AAA Rules preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this this agreement to arbitrate disputes or its enforcement, then that issue shall be resolved under the laws of the state of New York.
If either Nucleus195 or you wish to initiate arbitration, the initiating party must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration – Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of New York and selected by the parties from the AAA’s roster of consumer dispute arbitrators. If we are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
Unless you and Nucleus195 otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Nucleus195 submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Nucleus195 will not seek, and hereby waives all rights Nucleus195 may have under applicable law to recover, attorneys’ fees and expenses if Nucleus195 prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $10,000, Nucleus195 will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
If Nucleus195 changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing Nucleus195 written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective Date” above. This written notice must be provided either (a) by mail or hand delivery to Nucleus195 LLC, Attn: Legal, 68 Southfield Avenue, 2 Stamford Landing, Suite 100, Stamford, CT 06902], or (b) by email from the email address associated with your Account to firstname.lastname@example.org. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this agreement to arbitrate disputes. By rejecting changes, you agree that you will arbitrate any dispute between you and Nucleus195 in accordance with the provisions of this agreement to arbitrate disputes as of the date you first agreed to the Terms (or to any subsequent change to the Terms).
If any portion of this agreement to arbitrate disputes is found unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this agreement to arbitrate disputes or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this agreement to arbitrate disputes; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and Nucleus195 and you agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
11. NOTICE TO CALIFORNIA RESIDENTS
BY USING THE SERVICES, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
If the Services are at any time deemed an electronic commercial service (as defined under California Civil Code Section 1789.3), California residents are entitled to the following specific consumer rights information:
The provider of the Services is: Nucleus195 LLC, Attn: Privacy, 68 Southfield Avenue, 2 Stamford Landing, Suite 100, Stamford, CT 06902. If the Services are deemed as electronic commercial service, you may file a complaint regarding the Services or to receive further information regarding use of the Services by sending a letter to: Nucleus195 LLC, Attn: Legal, 68 Southfield Avenue, 2 Stamford Landing, Suite 100, Stamford, CT 06902.
You may terminate your Account at any time for any reason effective upon written notice to Nucleus195. Nucleus195 reserves the right immediately to suspend or terminate your account and access to the Services without notice if Nucleus195 believes you violated these Terms.
Termination will not limit any of Nucleus195’s other rights or remedies. The Services Content, Submissions, Disclaimer of Warranties, Limitation of Liability and Exclusion of Certain Damages, Agreement to Arbitrate Disputes and General Terms sections and any other provision that is by its terms intended to survive termination shall survive termination of these Terms.
13. ADDITIONAL TERMS
Certain features of the Services, such as specific Reports or services offered by business partners, may be subject to additional terms (“Additional Terms”) presented in conjunction with them. Regardless of how they are presented to you, you must agree to Additional Terms before using the features of the Services to which they apply. Unless otherwise specified in Additional Terms, all Additional Terms are incorporated into these Terms. If you do not agree to Additional Terms, then you may not use the Services to which they relate. These Terms and Additional Terms apply equally but, if any Additional Term is inconsistent with any provision of these Terms, the Additional Term will prevail for the Services to which the Additional Terms apply.
14. LINKS TO OTHER WEBSITES AND SERVICES
The Services also may contain links to other websites or online services that we think may interest you (collectively, “Linked Services”). Linked Services are not under the control of Nucleus195 and Nucleus195 is not responsible for Linked Services or for any information or materials on, or any form of transmission received from, any Linked Service. The inclusion of a link does not imply endorsement by Nucleus195 of the Linked Services or any association with the operators of the Linked Services. Nucleus195 does not investigate, verify or monitor the Linked Services. Nucleus195 provides links to Linked Services for your convenience only. You access Linked Services at your own risk.
15. US GOVERNMENT RIGHTS
The Services are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
16. EXPORT REGULATION
The Services may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Services to or make them accessible from any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing or otherwise making the Services available outside the US.
17. ELECTRONIC SIGNATURE.
You agree that, by your electronic signature to these Terms is intended to authenticate this writing and to have the same force and effect as your manual signature. For purpose of these Terms, you electronic signature is any electronic sound, symbol or process attached to or logically associated with these Terms and executed and adopted by either party with the intent to sign these Terms.
18. MOBILE APPLICATIONS
If you download any of Nucleus195’s Apps from a third-party app store (the “App Platform”), you acknowledge and agree that:
- These Terms are an agreement between us and not with the App Platform. As between Nucleus195 and the App Platform, Nucleus195 is solely responsible for the applications.
- The App Platform has no obligation to provide any maintenance and support services with respect to the applications.
- In the event of any failure of the applications to conform to any applicable warranty, (i) you may notify the App Platform and the App Platform may refund the purchase price for the applications to you (if applicable), (ii) to the maximum extent permitted by applicable law, the App Platform will have no other warranty obligation whatsoever with respect to the applications, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty is, as between Nucleus195 and the App Platform, Nucleus195’s responsibility.
- The App Platform is not responsible for addressing any claims you have relating to the applications or your possession and use of the applications.
- If a third party claims that an application infringes another party’s intellectual property rights, as between the App Platform and Nucleus195, Nucleus195 is responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
- The App Platform and its subsidiaries are third-party beneficiaries of these Terms as it relates to your license to the applications. Upon your acceptance of the terms and conditions of these Terms, the App Platform will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the applications against you as a third-party beneficiary thereof.
- You must also comply with all applicable third-party terms of service when using the applications.
19. FEES & PAYMENT
Unless otherwise agreed in a Subscription Agreement, you agree to promptly pay all fees for each Report as well as all sales, use and other taxes (excluding taxes based upon Nucleus195’s net income) and fees and charges levied or imposed by any governmental body or agency as a result of your receipt of the Report and Services generally.
We reserve the right to change prices for the Reports upon 30 days’ notice delivered through the Services. If you fail to object to the price change within the thirty (30) day period, then we consider that you agreed to the new price.
Unless otherwise expressly agreed with Nucleus195, all payments made to purchase Reports are non-refundable. Acceptable methods of payment are: (i) hard dollars, (ii) soft dollars, (iii) RPA, (iv) CSA, or (v) a combination of the preceding. If you are located in the European Economic Area or the United Kingdom, you must provide a VAT number if available.
Unless otherwise expressly agreed, payment is due the earlier of when the Report is downloaded and within 30 days of an invoice issued to you. Payments not made within 30 days of the date of the invoice are subject to late charges equal to the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. Acceptance of late or partial payments shall not waive any of our rights to collect the full amount due.
You must dispute any fees or other charges in connection with the Services in writing to Nucleus195 at email@example.com within thirty (30) days of the date of the fee or charge by Nucleus195. If you do not provide a written statement explaining in reasonable detail your reasons for disputing the charge within the 30 day period, you waive any objection and further recourse with regard to the fee or charge. The foregoing waiver does not apply to the extent prohibited by applicable law in the jurisdiction in which you reside.
20. GENERAL TERMS
- These Terms (i) inure to the benefit of and will be binding upon Nucleus195’s and you and your successors and assigns, respectively and (ii) may be assigned by Nucleus195 but you may not assign them without the prior express written consent of Nucleus195;
- If any provision of these Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision had not been inserted herein;
- If Nucleus195 fails or you fail to perform any of these Terms and you do not enforce the term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion;
- Nothing contained in these Terms will be deemed to constitute Nucleus195 or you as the agent or representative of the other or as joint ventures or partners;
- If Nucleus195 is or you are prevented from performing or unable to perform any obligation under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence;
- The headings and captions contained herein are for convenience only; and
- These Terms and all related documentation are drafted in English. While certain text in these Terms may be made available in languages other than English (whether translated by a person or solely by computer software), the English language version controls.
HOW TO CONTACT US
Please contact us at firstname.lastname@example.org or at Nucleus195 LLC, Attn: Legal, 68 Southfield Avenue, 2 Stamford Landing, Suite 100, Stamford, CT 06902.