NexClipper (“NexClipper”, “We”, “Us”) owns and operates the NexClipper website, available at https://www.nexclipper.io (the “Website”) which We use to make available our services (collectively the “Services”).
1. NEXCLIPPER SERVICES
1.1 Services. The NexClipper Services allow users to participate in various cloud computing services, such observability and DevOps solutions (the “Services”). Users may connect to the Services online, pay for the experience, and receive communications through (a) SMS Text Message, (b) Email or (c) in-service notifications, identifying their next clue and/or next location. Users may participate in the Services individually or as a group of Users. The Services must be used through a personal mobile device by way of SMS text messaging, email platforms or if the User has logged onto NexClipper.
1.2 Terms of Service. These Terms of Service (the “Terms”) apply to all visitors and Users of the Website and Services (“you,” “your,” and “Users”). NexClipper may modify these Terms at any time in our sole discretion by posting a notice on the Website. Any changes will take effect 30 days from the date of posting of an update to these Terms.
2. REGISTRATION AND ACCOUNTS
2.1 Registration. In order to use NexClipper’s Services, Users must register for an account through NexClipper. Users purchasing the Services may be required to provide valid credit card information.
2.2 Eligibility. By registering for an account, You represent and warrant that all information provided is accurate. If you register as a business entity or other organization, you represent that you have the authority to bind the entity to this agreement.
2.4 Billing Account. Users who purchase Services are required to provide valid credit card information or other acceptable payment information in order to register for the Services (collectively known as “Billing Account”), which will be provided to NexClipper’s third-party payment processor (“Payment Processor”) and used to charge the User purchase fee, which is quoted to You on the browsing page. You shall promptly advise NexClipper if such your Billing Account changes due to loss, theft, cancellation, expiry, or otherwise, and Users shall be liable for any failure to pay the purchase fee caused by out-of-date billing information.
USE OF THE SERVICES ARE AT YOUR OWN RISK. NEXCLIPPER SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE SERVICES, YOUR PARTICIPATION IN THE SERVICES OR CAUSED BY ANOTHER USER OF THE SERVICES. USERS ARE SOLELY RESPONSIBLE FOR RESPECTING APPLICABLE LAWS.
4. PAYMENT TERMS
4.1 Fees. There are no fees to register for the NexClipper Services. Users are solely charged a monthly subscription fee per Service they choose to purchase. Such a fee is payable to NexClipper (collectively “NexClipper Fees”) at the time of purchase. NexClipper reserves the right to change its fees at any time. Under no circumstances will NexClipper provide refunds for purchases.
4.2 Payment Method. Users hereby agree that all payments will be processed using NexClipper’s third-party Payment Processor and that all such payments will be governed by the Payment Processor’s terms and conditions as published by the Payment Processor. By subscribing to the Services, you authorize NexClipper to charge your Billing Account in accordance with these Terms.
4.3 Refunds. NexClipper allows for refunds under certain, prior agreed-upon conditions. Refunds are limited to the paid amount for the ongoing month of the Services.
5. LICENSE; INTELLECTUAL PROPERTY
5.1 License. Subject to your compliance with these Terms and your payment of any of NexClipper’s Fees owed hereunder, NexClipper grants you a non-transferable, non-exclusive, license to access and use the Website and the Services (the “License”). Except as explicitly provided herein, nothing in the Terms gives you a right to use the NexClipper names, trademarks, logos or other distinctive brand features without our prior written consent.
5.2 Reservation of Rights. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “NexClipper Content”), and all intellectual property rights related thereto, are the exclusive property of NexClipper and its licensors. Use of the NexClipper Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
5.3 Feedback. You may choose to, or we may invite you to submit comments or ideas about the Website and Services, including but not limited to, about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place NexClipper under any fiduciary or other obligation, and that we are free to use the Feedback without any compensation to you, and free to disclose the Feedback on a non-confidential basis or on any other basis, to anyone.
5.4 User Content. NexClipper does not claim ownership of the data, materials and/or content created, uploaded or otherwise transmitted by you through use of the NexClipper Website or Services (“User Content”). However, by using the Website and/or Services, you grant NexClipper a worldwide, royalty-free, non-exclusive license to collect, use, reproduce, store, display and sublicense such User Content for the purpose of providing the Services.
NexClipper may impose certain limitations on the use of the Website or Services, including, but not limited to restricting the number of accounts for which you may register, and/or imposing charges for certain features of the Services. You agree to use the NexClipper Website and the Services only for purposes as permitted by these Terms. NexClipper reserves the right to modify or impose any limitations on the use of the NexClipper Website and the Services at any time, with or without notice to you. We also reserve the right at all times to terminate any use of the NexClipper at any time without any liability whatsoever. In using the NeClipper Website and/or the Services you shall not:
(a) intentionally or unintentionally violate any of these Terms, or any local, state, provincial, national or international law or regulation, including without limitation using the capabilities of the Services to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone;
(b) license, sell, rent, lease, transfer, assign or otherwise commercially exploit the NexClipper Website or Services;
(c) upload, post, email, transmit or otherwise make available any material that:
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
- you do not have a right to make available under any law or under a contractual relationship;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
- is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any Users or viewers of the Website or that compromises a User’s privacy; or
- contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
(d) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the NexClipper Website, App or any software provided by us;
(e) use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
(f) “stalk” or harass any other User of our Services or collect or store any information about any other User other than for purposes of transacting with one another;
(g) register for more than one User account or register for a User account on behalf of an individual other than yourself;
(h) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
(i) use automated scripts to collect information or otherwise interact with the Services or the Website;
(j) access or use the Website or Services for the purpose of copying any feature of the Website or Services or building a competitive product; or
(k) advocate, encourage, or assist any third party in doing any of the foregoing.
You agree to defend, indemnify and hold NexClipper, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable legal fees, made by a third party, relating to or arising from: (a) any content you create, submit, post, transmit, or otherwise make available through the Website or Services; (b) your use of the Website or Services; (c) any dealings between you and any persons with whom you communicate while using the Service, including without limitation claims relating to misrepresentation; (d) any violation by you of these Terms; (e) your violation of any rights of another, including any intellectual property rights or privacy rights; or (f) your violation of any contract you enter into with another User of the Service. This obligation shall survive the termination or expiration of these Terms and/or your use of the Services.
7. TERM; TERMINATION
7.1 Termination by NexClipper. NexClipper may, at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of your Account and/or access to the Website or Services. Cause for such termination shall include, but not be limited to: (a) violations of the Terms, or any other policies or guidelines that are referenced herein and/or posted on the Website or through the Services; (b) discontinuance or material modification to the Services or any part thereof; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of the NexClipper Website or the Services to you is or may become unlawful; (e) unexpected technical or security issues or problems; or (f) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by NexClipper in its sole discretion, and NexClipper will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Services.
7.2 Closing of Account by User. At any time, a User may terminate the User’s account, provided that all amounts owed to NexClipper have been paid.
8. THIRD-PARTY CONTENT
8.1 Advertisements. You acknowledge and agree that the Website may contain advertisements from third parties. If you elect to have any business dealings with anyone whose products or services may be advertised on the Website, you acknowledge and agree that such dealings are solely between you and such third party and you further acknowledge and agree that NexClipper shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.
8.2 Links. The Website may contain links to other websites that are not owned or controlled by NexClipper. In no event shall any reference to any third party, advertisement, third-party product or service be construed as an approval or endorsement by NexClipper of that third party, third-party product or service. NexClipper is not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Website of a link to any other website(s) or any advertisements does not imply that NexClipper endorses or accepts any responsibility for the content or use of such websites, and you hereby release NexClipper from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.
9. DISCLAIMER OF WARRANTIES AND CONDITIONS
THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEXCLIPPER SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND RELATING TO THE NEXCLIPPER WEBSITE AND THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE WEBSITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OUTSPOTTER OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
10. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL NEXCLIPPER BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (A) YOUR USE OF OR YOUR INABILITY TO USE THE NEXCLIPPER WEBSITE OR THE SERVICES, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (C) ERRORS, MISTAKES, OR INACCURACIES IN ANY INFORMATION AVAILABLE ON THE WEBSITE, (D) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, OR (E) ANY DEALINGS OR TRANSACTIONS BETWEEN YOU AND ANY PERSONS OR USERS WITH WHOM YOU COMMUNICATE WITH WHILE USING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY PRODUCTS OR SERVICES OFFERED BY YOU TO SUCH PERSONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEXCLIPPER’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIVE HUNDRED AMERICAN DOLLARS ($500) OR (B) ALL NEXCLIPPER’S FEES YOU’VE PAID IN THE 6 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
11. GOVERNING LAW; JURISDICTION
This Agreement shall be governed by the laws of California and the federal laws of the United States applicable therein. No choice of laws rules of any jurisdiction shall apply to this Agreement. The courts of the City of Los Angeles shall have jurisdiction over any legal action or proceeding arising out of or relating to these Terms, the NexClipper Website or the Services and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection herewith. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.
12. ENTIRE AGREEMENT
13. ENGLISH LANGUAGE
It is the express wish of the parties that this agreement and all related documents be drawn up in English.
14. CONTACT US
If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the NexClipper Website or the Services, please contact us at: firstname.lastname@example.org.
Last Modified: August, 2021