Welcome! Thank you for visiting us. Please read these terms and conditions of use (“Terms”) carefully. These Terms are a binding agreement between you and Nodus Technologies, Inc. (“Nodus”, “we”, or “us”). These Terms govern your use of our websites located at http://nodus.com/, www.payfabric.com and any of our other websites, their respective subdomains, and software applications containing a link to these Terms (collectively, our “Sites”).
BY USING ANY OF OUR SITES, YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND, AND AGREE TO BE BOUND BY, THESE TERMS (WHETHER OR NOT YOU CONFIRM YOUR AGREEMENT, SUCH AS BY CLICKING “I AGREE”). IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO USE ANY OF OUR SITES.
You agree not to use any of our Sites or the content available on our Sites: (a) in violation of these Terms or any Law; (b) to transmit or display any material that is illegal, abusive, tortious, defamatory, discriminatory, obscene, sexually explicit, libelous, invasive of another’s privacy, hateful, or otherwise objectionable, or to harass or harm another individual; (c) to transmit any unsolicited or unauthorized advertising or promotional materials; (d) to transmit any material that contains adware, malware, spyware, software viruses, or any other harmful code; (e) to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (f) to interfere with or disrupt any of our Sites or any software, hardware, telecommunications equipment or networks used by us; (g) disparage or injure the reputation or goodwill of Nodus, or any of its officers, directors, or employees; (h) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or (i) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through our Sites.
We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates these Terms, including without limitation, removing the offending content from our Sites, suspending or terminating the access of such violators to our Sites and reporting violations to the law enforcement authorities.
In connection with particular features of our Sites, you may be required or permitted to provide an email address and password. You are responsible for maintaining the confidentiality of password for any of our Sites, and you are solely responsible for all activities that occur under your email address.
As between you and us, we own all content developed or acquired by us (“Our Content”), including but not limited to our selection and arrangement of Third Party Content (as defined below), but excluding Third Party Content itself. Our Content is protected under United States and international copyright Laws and is subject to other intellectual property and proprietary rights and Laws. In addition, the “Nodus Technologies, Inc.” name and logo, as well as certain other of the names, logos, and materials displayed in or through our Sites constitute registered and unregistered trademarks, trade names, service marks, or logos (collectively, the “Marks”) of us, our content providers, or other entities. Ownership of the Marks and the goodwill associated with them remains with us or those other entities. You are not authorized to use any of Our Content or the Marks other than as expressly provided in these Terms or as expressly licensed to you. You must abide by all rights notices, information, or restrictions contained in or attached to any of Our Content and must not remove any trademark, copyright, or other notice from our Sites or any of Our Content.
The technology and software underlying our Sites or distributed in connection with them is our property (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Nodus.
Portions of our Sites may allow you to use third party products and services, which may include without limitation social networking services, and our Sites may contain links to third party websites or resources (such products, services, websites, and resources, collectively “Third Party Services”). We are not associated with any Third Party Services. Your use of Third Party Services is subject to the license agreements, terms and conditions, privacy policies, and other policies and agreements applicable to such Third Party Services. We do not approve or endorse any Third Party Services, their content, or any views expressed on any Third Party Service, nor are our Sites approved or endorsed by any Third Party Services. The Nodus Parties have no responsibility to you for any Third Party Services.
If you wish to link to any of our Sites, you may include an active link on any website you control directing a browser to the home page of that Site, provided that you agree to remove the link at any time upon our request. You may not link to or otherwise provide access to any of our Sites in any way that: (a) alters the look, feel, or functionality of any aspect of our Sites; or (b) in any way that disparages our Sites or products or that could injure the reputation or goodwill of the Nodus Parties or any of their products.
We respect the intellectual property rights of others. Accordingly, we have a policy of removing Third Party Content that violates copyright, trademark, or other intellectual property Laws, suspending access to all or any portion of our Sites to any user who uses our Sites in violation of any such Law, and/or terminating in appropriate circumstances access to our Sites and the account (if any) of any user who uses our Sites in violation of any such Law. We have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with Title 17 of the United States Code, Section 512. If you believe your copyright, trademark, or other intellectual property right is being infringed by a user of any of our Sites, please provide written notice to the following agent for notice of claims of infringement:
PayFabric: Notice of Claims of Infringement
2099 S. State College Blvd., Suite 250
Anaheim, CA 92806
Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work, trademark, or other intellectual property alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material; (d) contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material, trademark, or other intellectual property is not authorized by the owner, the owner's agent, or the Law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury (in the case of a claim of copyright infringement), that you are authorized to act on behalf of the copyright, trademark, or other intellectual property right owner.
YOU UNDERSTAND AND AGREE THAT USE OF ANY OF OUR SITES, OUR CONTENT, ANY THIRD PARTY CONTENT, OR ANY THIRD PARTY SERVICES IS AT YOUR SOLE RISK. OUR SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE NODUS PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO OUR SITES, OUR CONTENT, ANY THIRD PARTY CONTENT, OR ANY THIRD PARTY SERVICES (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE). IN PARTICULAR, THE NODUS PARTIES DO NOT REPRESENT OR WARRANT THAT ANY INFORMATION OR OTHER CONTENT OBTAINED OR VIEWED BY YOU AS A RESULT OF YOUR USE OF OUR SITES WILL BE ACCURATE OR RELIABLE, OR THAT YOUR ACCESS TO THE SITES OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. THE NODUS PARTIES DISCLAIM ALL EQUITABLE INDEMNITIES.
You agree that you will release, indemnify and hold harmless us, our affiliates (if any), and our or their respective content providers, suppliers, distributors, or customers, and any of our or their respective officers, directors, employees, contractors, representatives, or agents (collectively, the “Nodus Parties”) for any and all claims, actions, losses, damages and expenses (including attorneys’ fees) arising out of or resulting from: (i) your use of our Sites, (ii) Your Content, (iii) your connection to our Site, (iv) your violation of these Terms, (v) or your violation of any rights of another. If you are a California resident, you waive 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 you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
YOU UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL ANY OF THE NODUS PARTIES BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, PUNITIVE, OR EXEMPLARY DAMAGES, (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO AS A RESULT OF: (A) YOUR USE OF OR INABILITY TO USE ANY OF OUR SITES OR (B) ANY OF OUR CONTENT, ANY THIRD PARTY CONTENT, OR ANY THIRD PARTY SERVICES AVAILABLE THROUGH ANY OF OUR SITES. SHOULD ANY NODUS PARTIES BE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY WILL NOT EXCEED $100.00 IN THE AGGREGATE.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable Law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of liability of the Nodus Parties will be the minimum permitted under such applicable Law.
We reserve the right to refuse service, disable or prohibit logins, remove or edit content (including Third Party Content), limit access to content, or modify or discontinue any of our Sites in our sole discretion. We may terminate, suspend, or modify your access to all or part of any of our Sites, without notice, if you violate these Terms or you engage in any conduct that we, in our sole and absolute discretion, believe is in violation of any applicable Law or is otherwise harmful to the interests of us, any other user of any of our Sites, or any third party.
These Terms and the relationship between us will be governed by the Laws of the State of California as applied to agreements made, entered into, and performed entirely in California, notwithstanding your actual place of residence. All lawsuits arising out of or relating to these Terms or your use of any of our Sites will be brought in the Federal or State courts located in California. We and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose and waive any objection to such courts on any basis, including without limitation improper venue or inconvenience of the forum. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Sites or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
When you use our Sites or send emails to us, you are communicating with us electronically. You consent to receiving communications from us electronically. We may communicate with you by email or posting notices on the applicable Site. You may update your information for notice purposes by logging in to Your Account. You agree that all agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. In order to access any such communications, you must have a computer or other Internet-enabled device. In order to retain copies of any such communications, you must have a printer or data storage device. If you have a printer, you may print paper copies of any such communications for your own use. If you wish to withdraw your consent for us to communicate with you electronically, you must terminate Your Account (if any) and you may not use our Sites.
Our Sites may include certain services that are available via a mobile device, including (i) the ability to upload content to our Sites via a mobile device and (ii) the ability to browse our Sites from a mobile device (collectively, the “Mobile Site”). To the extent you access our Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain elements of the Mobile Site may be prohibited or restricted by your carrier, and not all aspects of the Mobile Site may work with all carriers or devices. By using the Mobile Site, you agree that we may communicate with you regarding Nodus by electronic means and that certain information about your usage of the Mobile Site may be communicated to us.