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This User Agreement ("Agreement") is a contract between you ("you," "your" or "user") and Nymeria, a Proprietorship ("Nymeria," "we", "us" or "our") and applies to your use of the Nymeria website and all services described herein (collectively, the "Nymeria Services").
By signing up to use the Nymeria Account through the Nymeria website located at nymeria.io, the Nymeria API, and/or any associated Nymeria-hosted websites or mobile applications (collectively the "Nymeria Site"), you agree to comply with and be legally bound by this Agreement, as revised from time to time. If you do not agree to any of the terms set forth in this Agreement, or any subsequent modification to the Agreement, you may not access or use any of the Nymeria Services and must cancel your Nymeria Account, free of charge, in the manner set forth below. You further agree that any disputes between you and Nymeria will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.
We may amend or modify this Agreement by posting on the Nymeria Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. We may (a) modify or discontinue any portion of the Nymeria Services, and (b) suspend or terminate your access to the Nymeria Services, at any time, and from time to time, without notice to you in certain, limited circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of the Nymeria Services, or suspension or termination of your access to the Nymeria Services, except to the extent otherwise expressly set forth herein.
To be eligible to use the Nymeria Services, you must be at least 18 years old (or the applicable age of majority and contractual capacity). By accessing or using the Nymeria Services you represent and warrant that you are 18 or older.
Your Nymeria account ("Nymeria Account") encompasses the following basic Nymeria Services, among others:
Each of these Nymeria Services is described in detail below.
2.1. Registration of Nymeria Account. In order to use any of the Nymeria Services, you must first register by providing your name, an e-mail address, password, and affirming your acceptance of this Agreement. Upon successful completion of the registration process, Nymeria will establish your Nymeria Account. Nymeria may, in our sole discretion, refuse to allow you to establish a Nymeria Account, or limit the number of Nymeria Accounts that a single user may establish and maintain at any time.
Upgrade fees are not refundable.
We make no guarantee that the data provided by these services are accurate, up-to-date, or correct, and by using these services you agree not to hold Nymeria responsible for any costs or damages incurred. We reserve the right to discontinue any or all of these services at any time, and we reserve the right to restrict access to these services for any reason.
5.1. General Use.
5.1.1 Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Nymeria Site, and the content, materials, information and functionality available in connection therewith (collectively, the "Content") solely for informational, transactional, or other approved purposes as permitted by Nymeria from time to time. Any other use of the Nymeria Site or Content is expressly prohibited. All other rights in the Nymeria Site or Content are reserved by us and our licensors. We reserve all rights in the Nymeria Site and Content and you agree that this Agreement does not grant you any rights in or licenses to the Nymeria Site or the Content, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the Nymeria Site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the Nymeria Site or Content (or any portion thereof) as part of any other web site or any other work of authorship without our prior written permission. If you violate any portion of this Agreement, your permission to access and use the Nymeria Services may be terminated pursuant to this Agreement. In addition, we reserve the right to all remedies available at law and in equity for any such violation. "nymeria.io", "Nymeria", and all logos related to the Nymeria Services or displayed on the Nymeria Site are either trademarks or registered marks of Nymeria or its licensors. You may not copy, imitate or use them without Nymeria's prior written consent.
5.1.2. Website Accuracy. Although we intend to provide accurate and timely information on the Nymeria Site, the Nymeria Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Nymeria Site are your sole responsibility and we shall have no liability for such decisions.
5.1.3. Third-Party Materials. From time to time, the Nymeria Site may contain references or links to third-party materials (including without limitation websites) and third-party applications which are not controlled by us. Such information, links, and third-party applications are provided as a convenience to you. Such links should not be considered endorsements and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Nymeria Site, including without limitation content, property, goods or services available on the linked sites or services.
5.1.5. Application Programming Interface. Any person or entity who uses Nymeria's Application Programming Interface ("Nymeria API") must comply with the terms of this User Agreement and/or any other conditions as Nymeria may put into place in its sole discretion from time to time. The Nymeria API is owned by Nymeria and is licensed to Nymeria API users on a non-exclusive, non-sublicensable basis. Nymeria reserves the right to restrict or limit use when, in its sole discretion, we identify abusive, burdensome, or prohibited use of the Nymeria API.
5.2. Prohibited Use. In connection with your use of the Nymeria Services, and your interactions with other users, and third parties you agree and represent you will not engage in any Prohibited Use defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. We reserve the right to cancel and/or suspend your Nymeria Account immediately and without notice if we determine, in our sole discretion, that your Account is associated with Prohibited Use.
5.3. Suspension, Termination, and Cancellation. Nymeria may: (a) suspend, restrict, or terminate your access to any or all of the Nymeria Services, and/or (b) deactivate or cancel your Nymeria Account if:
You will not be charged for canceling your Nymeria Account and will only be required to pay for those Nymeria Services used that are subject to charges. If any transaction is in a pending state at the time your Nymeria Account is cancelled or suspended, such transaction may be cancelled and/or refunded as appropriate. You may not cancel your Nymeria Account to evade an investigation or avoid paying any amounts otherwise due to Nymeria. Upon cancellation of your Nymeria Account, you authorize Nymeria to cancel or suspend pending Data Service transactions and hold the funds associated with such transactions until Nymeria is certain that funding reversal windows are complete. In the event that you or Nymeria terminates this Agreement or your access to the Nymeria Services, or deactivates or cancels your Nymeria Account, you will remain liable for all amounts due hereunder. In the event that a technical problem causes system outage or Account errors, Nymeria may temporarily suspend access to your Account until the problem is resolved.
6.1. Relationship of the Parties. Nymeria is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Nymeria to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Nymeria to be treated as the agent of the other.
6.2. Service Providers. From time to time, Nymeria may engage third parties to assist Nymeria in providing certain aspects of the Nymeria Services (each, a "Service Provider"). Service Providers may include, but are not limited to, Nymeria's technology or engineering service providers.
6.4. Password Security and Keeping Your Contact Information Current. You are responsible for maintaining adequate security and control of any and all IDs, passwords, API keys or any other codes that you use to access the Nymeria Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Nymeria Account by third-parties and the loss or theft of information from your Nymeria account. You are responsible for keeping your email address up to date in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of your sensitive information or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Nymeria Account information has been compromised, contact Nymeria Support immediately at firstname.lastname@example.org.
6.5. Consent to Electronic Records. By using the Nymeria Services, you agree that Nymeria may provide you with any notices or other communications about your Nymeria Account and the Nymeria Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Nymeria Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. If you do not wish to receive notices or other communications electronically, we will be unable to support your Nymeria Account and your Nymeria Account will be cancelled.
6.6. Notices to Nymeria. We prefer receiving notices to Nymeria electronically through our support system at email@example.com.
7.1. Contact Nymeria. If you have any feedback, questions, or complaints, contact us via our email at firstname.lastname@example.org
7.2. Arbitration; Waiver of Class Action. If you have a dispute with Nymeria, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and we agree that any dispute arising under this Agreement shall be finally settled in arbitration, on an individual basis in accordance with the American Arbitration Association's rules for arbitration of consumer-related disputes and you and Nymeria hereby expressly waive trial by jury.
7.3. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with Nymeria must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
8.1. Limitations of Liability. IN NO EVENT SHALL Nymeria, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE Nymeria SITE, THE Nymeria SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. THE LIABILITY OF Nymeria, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LOWER OF (A) THE ACTUAL AMOUNT OF DIRECT DAMAGES; OR (B) FEES PAID TO Nymeria BY YOU IN THE PRECEDING THREE (3) MONTHS.
8.2. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Nymeria. Always log into your Nymeria Account through the Nymeria Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
8.3. Release of Nymeria. If you have a dispute with one or more users of the Nymeria services, you release Nymeria, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, in entering into this release you expressly waive any protections (whether statutory or otherwise – e.g., California civil code §1542), that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
8.4. No Warranty. THE Nymeria SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. Nymeria SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Nymeria DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF Nymeria SERVICES, AND OPERATION OF THE Nymeria SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. THIS PARAGRAPH GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
8.5. Indemnification. You agree to indemnify and hold Nymeria, its affiliates and Service Providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys" fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of this Agreement, (ii) your use of Nymeria Services, or (iii) your violation of any law, rule or regulation, or the rights of any third party.
8.6. Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and Nymeria as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Nymeria.
8.7. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Nymeria without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Nymeria Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
8.8. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
8.9. Change of Control. In the event that Nymeria is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
8.10. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Nymeria Account cancellation, debts owed to Nymeria, general use of the Nymeria Site, disputes with Nymeria, and general provisions, shall survive the termination or expiration of this Agreement.
8.11. Governing Law. You agree that the laws of the state of Utah, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Nymeria, except to the extent governed by federal law.
8.12. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
8.13. Section Headings. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.
8.14. English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
8.15. Non-Waiver of Rights. This agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.
You may not use your Nymeria Account to engage in the following categories of activity ("Prohibited Use"). By opening a Nymeria Account, you confirm that you will not use your Account to do any of the following: