1. Overview and Important Definitions
The Newdea, Inc. Website (the “site”), the services provided in connection access to the features available on the Newdea system (the “Services”), and the software products available for use from Newdea, Inc. or the site in connection with performance of the Services (the “Products”) are owned, operated and maintained, as applicable, by Newdea, Inc. (“we”, “our” or “us”). By (1) using or accessing the site or the Services; (2) downloading, accessing, installing or using the Products; or (3) paying for someone else to use or access the site or the Services or download, access, install or use the Products, you agree to the terms and conditions set forth below (the “Terms”). If you do not agree with these Terms, neither you nor your designee may access, download, install, or use (as applicable), the site, the Services or the Products.
We reserve the right to make changes to these Terms at any time. Any such modifications will become effective immediately upon posting to the site and your continued use of the site, Services and/or Products constitutes your agreement to such modifications. You agree periodically to review the current version of these Terms as posted on the site.
2. User Responsibilities
You agree that the Services, the Product, as well as any development tool, server, security hardware, communications equipment, and all other tools and equipment used by Newdea to provide the Services (the “Newdea System”) will be used only for lawful purposes. You agree not to transmit, re-transmit or store materials on or through the Services, the Product or the Newdea System that are harmful to the Services, the Product or the Newdea System, or which violate any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. You are responsible for all activities that occur through or under your user account.
You agree not to disassemble, decompile, or otherwise attempt to discern the source code of the Product. You also agree not to rent, lease, sublicense, re-sell, time-share, or otherwise assign to any third party any of your rights or licenses to access the Services, the Product or the Newdea System. You agree not to modify, attempt to reverse engineer, or make derivative works based on the Services or the Product. In addition, you agree not to copy any ideas, graphics, features, or functions of the Product and will not build or replicate any products using such ideas, graphics, features, or functions. You agree not to create internet links to the Product, or to frame or mirror any of the screens, information, data, or other components of the Product in any manner.
You are responsible for maintaining the confidentiality of your password(s) and user identification name(s), and you will permit only authorized employees and agents to access the Product, the Services, and the Newdea System. You agree to notify Newdea immediately upon any known or suspected breach of security, or unauthorized use of any password or user identification name. By using the Services and Product and accessing the Newdea System, you agree that Newdea is not responsible for the acts or omissions of other users of the Services and Product, whether authorized or unauthorized.
You are solely responsible for providing and maintaining your own internet access and all necessary telecommunications equipment, software and other materials that are necessary for accessing the Product and the Newdea System through the internet. Any of your changes to software, hardware, or internet access that renders the Services or Product inaccessible or inoperable are your full responsibility.
3. User Restrictions
You agree that your activities regarding the Services and Product on the Newdea System will not: (a) be false, inaccurate or misleading; (b) be fraudulent; (c) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); (e) be defamatory, trade libelous, or invasive of another’s privacy; (f) contain child pornography or be harmful to minors in any way; (g) be hateful, vulgar, obscene, racially or ethically offensive; (h) knowingly or negligently contain any viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information (and you will use its best efforts to detect, deter and remove such items from any of its transmissions or data); (i) upload, post, email, or transmit any unsolicited or unauthorized promotional materials, junk mail, spam, chain letters or other similar types of solicitations; or (j) create liability for Newdea or cause Newdea to lose (in whole or in part) the services of Newdea’s ISPs or other suppliers.
Newdea, in its sole discretion, may terminate your access to the Newdea System, the Product, and the Services if you fail to comply with these Terms. Any unauthorized use of the Product, the Newdea System, or the Services; any failure to comply with your responsibilities identified in these Terms; or any violation of Newdea’s intellectual property rights will be deemed a material breach of these Terms. You agree and acknowledges that if you materially breach these Terms, Newdea has no obligation to retain Your Data, and that Newdea may delete Your Data.
4. Registration Obligations
To use the Services, you will need to register on the site, and obtain an account, username and password. When you register, the information you provide to us during the registration process will help us in offering content, customer service, and network management. You are solely responsible for maintaining the confidentiality of your account(s), username(s) and password(s) and for all activities and liabilities associated with or occurring under your account(s), username(s) and password(s).
You must notify us immediately of any unauthorized use of your account(s), username(s) or password(s) and any other breach of security, and ensure that you exit from your account(s) at the end of each session. We cannot and will not be responsible for any loss or damage arising from your failure to comply with this requirement or as a result of use of your account(s), username(s) or password(s), either with or without your knowledge. However, you could be held liable for losses incurred by us or another party due to someone else’s use of your account(s), username(s) or password(s).
5. User Content
You are permitted to use the Product to store, manipulate, reformat, display, analyze, and print Your Data for your internal business use only. Unauthorized use, resale, distribution, or other commercial exploitation of the Services or the Product is prohibited. In connection with the use of the Product and the Services, you will enter, or cause to have entered, Your Data into the Product. You will own Your Data, which will reside on the Newdea System. You will have the sole responsibility for the quality, accuracy, appropriateness, legality, integrity, reliability, and copyright regarding all of Your Data. Newdea will not be responsible for the destruction, loss, deletion, or damage to Your Data. You hereby grant Newdea a non-exclusive, worldwide license and the right to access, use, store, transmit, display, promote, analyze, discuss and advertise any of Your Data that you choose to make public. Newdea agrees to use its best efforts to display to third parties only those portions of Your Data residing on the Newdea System that you elect to be made publicly available through the Newdea System.
6. Privacy and Security Policies
You acknowledge that the Product, the technology underlying the Services, and all other software, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, and other data or copyrightable materials, including the selection and arrangements thereof, provided or made available to you in connection with the site, the Product or the Services (collectively, the “Company Content”) are the proprietary works of Newdea and are protected, without limitation, pursuant to U.S. and foreign copyright laws. You agree that these Terms are not, and shall not be construed as, a sale of any rights of ownership in the Product, the Services, or the Newdea System from Newdea to Client. If ownership of any portion of the Product does not automatically vest in Newdea as a result of these Terms or by operation of law, then you hereby presently assign, and agree to assign and will cause your respective employees, agents, representatives and contractors to assign to Newdea, without further consideration, the ownership of all intellectual property rights in and to the Product, including all associated Company Content, as necessary to give effect to the ownership terms regarding the Product specified in these Terms. You agree to perform, upon reasonable request, such further acts as may be necessary or desirable to evidence or transfer ownership of, and to perfect and defend Newdea’s title to the Product in order to give effect to such ownership terms.
Except as expressly authorized by us or in these Terms, you may not copy, reproduce, publish, perform, distribute, disseminate, broadcast, circulate, modify, create derivative works of, rent, lease, sell, assign, sublicense, otherwise transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit the site, Company Content or the Services, in whole or in part. You will not, in any manner, without our prior written approval, decompile, disassemble, reverse engineer, reverse assemble or otherwise attempt to discover any source code of, the Product or any other Company Content, the site or the Services. You may not store any significant portion of any Company Content or the Services in any form, whether archival files, computer-readable files or any other medium. You may not “mirror” any Company Content or the Services on any server. Any unauthorized or prohibited use of the Product, other Company Content, the site or the Services may subject the offender to civil liability and criminal prosecution under applicable federal and state laws.
You acknowledge that we and/or Third Parties, as applicable, hold all right, title and interest in and to all tangible and intangible aspects of the Company Content, the site and the Services, including without limitation, all patents, copyrights and trade secrets pertaining thereto, and that, except for the limited rights set forth above, you do not acquire any intellectual property right or license in any of the foregoing by downloading or printing the Company Content or otherwise, including without limitation, by accessing or using the site, the Company Content or the Services. The rights granted to you herein are revocable by us in accordance with these Terms.
8. Confidential Information
You agree to safeguard the Company Content and the Services (collectively, the “Proprietary Information”) and to prevent the unauthorized, negligent or inadvertent use or disclosure thereof. You will not, without our prior written approval, directly or indirectly, use or disclose the Proprietary Information to any person or business entity except for a limited number of your employees who are on a need-to-know basis and who agree in writing to be bound by the restrictions on use and disclosure set forth in these Terms or restrictions no less restrictive than these Terms. You agree promptly to notify us in writing of any use or disclosure of Proprietary Information in violation of these Terms. You acknowledge that the use or disclosure of the Proprietary Information in any manner inconsistent with these Terms will cause us irreparable damage and that we will have the right to: (i) equitable and injunctive relief to prevent such prohibited use or disclosure; and (ii) recover the amount of all damages (including attorneys fees and expenses) in connection with such prohibited use or disclosure.
You may only access the site and use the Company Content and the Services for lawful purposes. You are solely responsible for the knowledge of and adherence to any and all laws, rules, and regulations pertaining to your use of the Services. You will not upload to, distribute through, or otherwise publish through the site or the Services any content that you do not have the right to transmit or that is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, otherwise objectionable, or that could constitute or encourage a criminal offense, violate the rights of any party, or otherwise give rise to liability or violate any law. You agree that you will not in any way: (i) interfere with the ability of others to access or use the Services; (ii) disrupt the normal flow of communication or otherwise act in a manner that negatively affects other users’ ability to use the site or the Services; (iii) claim a relationship with or to speak for any individual, business, association, institution, or other organization for which you are not authorized to claim such a relationship; or (vi) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services.
10. Third-Party Sites
From time to time, Newdea may provide links through the Product to Websites and online advertisements from third-party organizations. (“Third Party Sites”). You may elect to enter into correspondence with, purchase from or participate in promotions with such Third-Party Sites, however, all correspondence or other business dealings between you such sites, including payment, delivery, conditions, warranties, and representations, are solely between you and the third party organization. Newdea does not endorse any sites that are linked through the Product but is providing the sites to you as a matter of convenience. Because we have no control over Third Party Sites, you further acknowledge and agree that we are not responsible for the availability of Third Party Sites, and we do not endorse and are not responsible or liable for any content, advertising, products, services or other materials on or available from Third Party Sites. You further acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, products, services or other materials available on or through any Third Party Sites or for any mistakes, defamation, libel, slander, omissions, falsehoods, obscenity, pornography, or profanity contained therein.
11. Disclaimer of Warranty; Limitations
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES OR RECEIVES ANY WARRANTIES, REPRESENTATIONS, AGREEMENTS OR GUARANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR ITS PERFORMANCE INCLUDING ANY LIABILITY FOR NEGLIGENCE. NEWDEA DOES NOT MAKE ANY REPRESENTATION REGARDING THE RELIABILITY, ACCURACY, SECURITY, TIMELINESS, COMPLETENESS, OR QUALITY OF THE PRODUCT OR THE SERVICES AND DOES NOT REPRESENT THAT THE PRODUCT OR SERVICES WILL BE ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PRODUCT AND SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” BASIS AND NEWDEA DOES NOT MAKE ANY REPRESENTATION THAT THE PRODUCT OR THE SERVICES WILL MEET CLIENT’S EXPECTATIONS OR OPERATE IN COMBINATION WITH ANY PARTICULAR SOFTWARE OR HARDWARE. NEWDEA SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS TO THE MAXIMUM EXTENT PERMITED BY APPLICABLE LAW.
IN NO EVENT (OTHER THAN YOUR ILLEGAL USE OF THE SERVICES OR PRODUCT) WILL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF USE OR DATA, DISCLOSURE OF YOUR DATA OR INTERRUPTION OF BUSINESS, WHETHER SUCH ALLEGED DAMAGES ARE LABELED IN TORT, CONTRACT, OR INDEMNITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY CLAIMS OR CAUSES OF ACTION RELATED TO YOUR ILLEGAL USE OF THE SERVICES OR PRODUCT, THE ENTIRE LIABILITY OF THE PARTIES UNDER THIS AGREEMENT FOR ANY DAMAGES FROM ANY CAUSE WHATSOEVER, REGARDLESS OF FORM OR ACTION, WHETHER IN CONTRACT, NEGLIGENCE, OR OTHERWISE, SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE PRICE ACTUALLY PAID FOR THE PRODUCT AND SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM AND (IN THE CASE OF DELINQUENCIES) DUE FOR THE PRODUCT AND SERVICES; PROVIDED THAT AN INDEMNIFYING PARTY REGARDING INFRINGEMENT CLAIMS WILL BE RESPONSIBLE FOR PAYMENT OF ALL DAMAGES REQUIRED TO BE PAID UNDER SUCH INDEMNIFICATION.
Subject to the limitations of liability set forth above, you and Newdea agree to indemnify and hold harmless the other party and its subsidiaries, affiliates, officers, directors, employees, attorneys, and agents from and against any and all actual and direct costs, claims, damages, liability, losses and expenses, arising out of or in connection with a third party claim arising specifically from: (i) a violation of the indemnifying party’s representations contained in these Terms; (ii) a violation by the indemnifying party of the intellectual property rights of such third party; or (iii) a breach by the indemnifying party of these Terms. In order to take advantage of the indemnification provided by this section, the party claiming indemnification must promptly give written notice to the other party upon becoming aware of the third-party claim, provide all available information and assistance to the other party, and allow the other party to control the defense and settlement of the claim. Newdea will have no indemnification obligation under this section and you will indemnify Newdea from any claims of infringement arising from the combination of the Product or Services with any of your systems, software, hardware or processes. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to fully cooperate with such defense and in asserting any available defenses.
13. General Provisions.
This Agreement will be governed by the laws of the State of Colorado without reference to the conflicts of law principles thereof. Each party agrees that, unless otherwise required in order to comply with deadlines under the law, it will not file action or institute legal proceedings with respect to any dispute controversy or claim arising out of, relating to, or in connection with, these Terms, until: (i) it has given the other party written notice of its grievance and the other party has failed to provide a prompt and effective remedy; and (ii) it has requested that senior executives for both parties meet and discuss the matter in order to consider informal and amicable means of resolution and either such meeting failed to occur within thirty (30) days after such request or the meeting did not produce a mutually satisfactory resolution of the matter. You and Newdea consent that any legal action relating to these Terms will be brought only in the Colorado District Courts for El Paso County or in the federal courts located in Denver, Colorado and expressly consent and submit to the personal jurisdiction of such courts and hereby waive, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any proceeding in such courts. A waiver by Newdea of any provision of these Terms on any occasion does not constitute a waiver of such provision on any succeeding occasion.
If any provisions of these Terms are held by a court of competent jurisdiction to be invalid or unenforceable, such provisions are, to the extent necessary, deemed omitted from these Terms without impacting the validity of the remainder of the Terms. Unless stated otherwise, all remedies available under this Agreement (other than the limitations on liability set forth above, which shall control the full extent of liability in any case) are cumulative and in addition to and not in lieu of any other remedies available at law, in equity or otherwise. These Terms constitute the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous negotiations, discussions, or agreements.
14. Trademark Notice
The trademarks, service marks, and logos (the “Trademarks”) used and displayed on the site or in any Company Content are registered and unregistered Trademarks of us and others and are protected, without limitation, pursuant to U.S. and foreign trademark laws. Nothing on the site, the Services or otherwise should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the site or in connection with the Services, Company Content or Software, without the written permission of the applicable Trademark owner. We aggressively enforce our intellectual property rights to the fullest extent of the law. You may not use the Trademarks, either ours and others, in any way without the prior written permission of the applicable Trademark owner.
15. Copyrights and Copyright Agents
We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our General Counsel (identified below) a notice with the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- A description of the copyrighted work or other intellectual property that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the site;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice to us is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
You can reach our General Counsel for notice of claims of copyright or other intellectual property infringement as follows:
4B Inverness Court East
Englewood, CO 80112
By email: email@example.com
16. Local Laws; Export Control
Recognizing the global nature of the Internet, you agree to comply with all local rules including, without limitation, rules about the Internet, data or privacy. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. In addition, if you reside in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States or its citizens, you may not use this Site. Such countries may include Cuba, Iran, Iraq, North Korea, Serbia, Syria and Sudan. It is your responsibility to ensure that you comply with U.S. law in this regard, however, you do not assume any liability for information or material that is generally made available to the public by Newdea via the internet and that is not protected by means of access control that you specifically administer.
17. Modifications to the Service
We may add, change or eliminate features, pricing, nomenclature and other aspects of the Services and make other changes at any time, and these Terms will continue to apply to the Services as modified. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the site or the Services (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any such modification, suspension, or discontinuance of the site or the Services.