USER AGREEMENT ("Agreement")
ACCEPTANCE OF TERMS THROUGH USE
This Agreement contains the terms and conditions that govern your access to and use of the Site and constitutes a valid and binding agreement between Nub Games, Inc. (“us”, “we”, “our”) and you or the entity you represent (“you“, “your”). The Site subject to this Agreement consists of all your use of this Site, the LibraryH2lp software, and any accompanying written materials delivered or made available to you by us. This Agreement takes effect when you use the Site or by clicking "I agree" to this Agreement. If you choose not to accept, or do not agree with all of the provisions of this Agreement, do not download, install or use the Site. You represent to us that you are the user, a representative with legal authority to bind the entity which will be using the software, and that you are lawfully able to enter into contracts (e.g., you are or sound mind, and not a minor). If you are entering into this Agreement on behalf of an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity and that all employees, independent contractors, and any other individuals using this Site will also be bound by this Agreement.
YOU MUST BE OVER 18 TO AGREE TO THIS AGREEMENT AND USE THE SOFTWARE
This Agreement must be completed, understood and agreed to by a person over 18. If a parent or guardian wishes to permit a person under 18, and under his or her supervision, to use this Site, he or she should email the Company with his or her explicit permission and acceptance of full legal responsibility for the minor to do so. If you are not yet 18 or are accessing this Site from any country where material on this Site is prohibited or illegal, please leave now as you do not have permission to access this Site.
Upon your agreement to this Agreement, we grant to you a non-exclusive, non-transferable limited license to use the Site in strict accordance with the terms and conditions in this Agreement and as permitted via instructions on this Site. You agree not to make any false or fraudulent statements in your use of or to gain access to this Site. All rights not expressly granted herein are fully reserved by us, our advertisers and licensors.
You acknowledge and agree that all content and services available on this Site are ours and our advertisers' and licensors' property and are protected by copyrights, moral rights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, in the U.S. and internationally.
Except as may be explicitly permitted through this Site, you shall not, nor shall you permit or authorize any third party, to save, download, cut and paste, sell, license, rent, lease, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, reverse engineer, decompile, disassemble, hack, or create derivative works from materials, code or content on or from this Site. Systematic retrieval of data or other content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from us is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.
You agree that if you are issued a Username and Password by us, you shall use your best efforts to prevent access to this Site through your Username and Password by anyone other than yourself, including but not limited to, keeping such information strictly confidential, notifying us immediately if you discover loss or access to such information by another party not under your control and supervision, and by using a Username and Password not easily guessed by a third party.
Accessing this Site, and services, products or contents available on this Site, except as expressly allowed through instructions and truthful statements by you in regard to use of this Site, from places outside the U.S. or where their contents are illegal, is prohibited. Those who choose to access this Site from other locations do so knowingly on their own initiative and voluntarily at their own risk and are responsible for compliance with local laws.
You agree that you shall comply with all applicable export and import control laws and regulations in your use of this Site, or materials or services received through this Site, and, in particular, you shall not export or re-export anything on or received through this Site in violation of local or foreign export laws and/or without all required U.S. and foreign government licenses.
If you are a branch or agency of the U.S. Government, the following provision applies. This Site, code, contents, services and accompanying documentation are comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995). Unpublished rights reserved under the copyright laws of the United States.
You acknowledge and agree that our Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in our Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with our Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with us or our Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to us or our Affiliates to enforce any of your rights.
Should you use our software on a high-volume site or system that causes undue stress to our systems, we reserve the right to disable your system access without notice.
You expressly agree and understand that the Site is not intended to support or carry emergency textual communication to any type of hospital, law enforcement agency, medical care unit or any other kind of emergency service. Us, our affiliates or our staff are in no way liable for such emergency textual communication. By agreeing to this Agreement, you understand that additional arrangements must be made to access emergency services. To access emergency services, you acknowledge and accept your responsibility to purchase, separately from the Site, traditional wireless or wireline telephone service that offers access to emergency services. You recognize and agree that we are not required to offer emergency services pursuant to any applicable local and or national rules, regulation or law. You further recognize that the Site is not a replacement for your primary telephone service.
You acknowledge and agree to use the Site solely for lawful purposes. In this respect, you may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for you, (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the software or the communication, (c) send any unsolicited commercial communication not permitted by applicable law, or (d) expose any other user to material which is offensive, harmful to minors, indecent or otherwise objectionable (e) use the Site for any other unlawful purpose
USER'S LICENSE GRANT TO SITE
Except with regard to personal information and transcripts between you and your guests, all information which you post on this Site or communicate to us through this Site (collectively Submissions) shall forever be the property of us. You agree to the Site Submission Rules found here as part of this Agreement if provided on the Site by us. You acknowledge that you are fully responsible for the message, including its legality, reliability, appropriateness, originality and copyright. You hereby represent and warrant that your Submission does not infringe the rights of any third party. You understand that the our software will use commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable device) you are utilizing and of your communication, however, you acknowledge and agree that we cannot give any warranties in this respect.
Our, licensors' or other third party materials, services or products referenced on this site are common law or registered trade marks or service marks of such parties.
You acknowledge and agree that the intellectual property rights regarding any translations made by you of any information on or accessible through the Site or as otherwise requested of you by us at any time will be and remain our sole and exclusive property without any compensation to you.
THIRD PARTY SITES
You may be transferred to online merchants or other third party Sites through links or frames from this Site. You are cautioned to read such Sites' Terms and Conditions and/or Privacy Policies before using such Sites in order to be aware of the terms and conditions of your use of such Sites. These Sites may contain information or material that is illegal, unreasonable or that some people may find inappropriate or offensive. These other Sites are not under our control, are not monitored or reviewed by us, and we are not aware of the contents of such Sites. You acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the contents or any transmissions received through such Sites. The inclusion of such a link or frame does not imply our endorsement of this Site, its advertisers or licensors, any association with its operators and is provided solely for your convenience. You agree that we and our advertisers and licensors have no liability whatsoever from such third party Sites and your usage of them.
DISCLAIMER OF WARRANTIES
WE NOR OUR ADVERTISERS AND LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THIS SITE, THE SUITABILITY OF THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THIS SITE, OR ANY SERVICES OR PRODUCTS RECEIVED THROUGH THIS SITE. ALL INFORMATION AND USE OF THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE, ADVERTISERS AND/OR OUR LICENSORS HEREBY DISCLAIM ALL WARRANTIES WITH REGARD TO THIS SITE, THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THIS SITE AND ANY SERVICES OR PRODUCTS RECEIVED THROUGH THIS SITE, INCLUDING ALL EXPESS, STATUTORY, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE, ADVERTISERS, AND/OR OUR LICENSORS DO NOT WARRANT THAT THE CONTENTS OR ANY INFORMATION RECEIVE THROUGH THIS SITE ARE ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENTS OR ANY INFORMATION RECEIVED THROUGH THIS SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE ABOVE YOU ACCEPT THAT THE SOFTWARE MAY NOT MEET YOUR REQUIREMENTS, OPERATE ERROR FREE, OR IDENTIFY ANY OR ALL ERRORS OR PROBLEMS, OR DO SO ACCURATELY. YOUR USE OF THIS SITE IS SOLELY AT YOUR RISK. YOU AGREE THAT YOU HAVE RELIED ON NO WARRANTIES, REPRESENTATIONS OR STATEMENTS OTHER THAN IN THIS AGREEMENT. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU BUT SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW OF YOUR JURISDICTION.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL WE NOR OUR OFFICERS, EMPLOYEES, LICENSORS, AGENTS AND DIRECTORS (REPRESENTATIVES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR CLAIMS THAT RESULT FROM, OR ARISE OUT OF THE USE OF, OR INABILITY TO USE, THIS SITE, THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THIS SITE, OR ANY SERVICES OR PRODUCTS RECEIVED THROUGH THIS SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE, ADVERTISERS, AND/OR OUR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR, ADVERTISERS', AND/OR OUR RESPECTIVE LICENSORS' LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW OF YOUR JURISDICTION.
You agree to indemnify, defend, and hold harmless Nub Games, Inc. and its officers, directors, and employees from and against all claims, demands, liabilities, suits, damages, costs, and expenses of every kind and description, including penalties and reasonable attorneys fees, proximately resulting from any negligent act or omission of you or your officers, directors, or employees, or from any breach by you of any obligation, representations, or warranties under this Agreement.
We agree to indemnify, defend, and hold harmless you and your officers, directors, and employees from and against all claims, demands, liabilities, suits, damages, costs, and expenses of every kind and description, including penalties and reasonable attorneys fees, proximately resulting from any negligent act or omission of the company or its officers, directors, or employees, or from any breach by us of any obligation, representations, or warranties under this Agreement.
We may suspend or terminate this Agreement or your use immediately upon receipt of any notice which alleges that you have used this Site for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. In such event, we may disclose your identity and contact information, if requested by a government or law enforcement body or as a result of a subpoena or other legal action, and we shall not be liable for damages or results thereof and you agree not to bring any action or claim against us for such disclosure.
CHOICE OF LAW AND FORUM
This Site (excluding third party linked sites) is controlled by us from our offices within the State of North Carolina, U.S. of America. It can be accessed from all 50 states as well as from other countries around the world to the extent permitted by Site. As each of these places has laws that may differ from North Carolina, by accessing this Site, both you and the Company agree that the statues and laws of the State of North Carolina shall apply to any actions or claims arising out of or in relation to this Agreement or your use of this Site, without regard to conflicts of laws principles thereof. You and Nub Games, Inc. also agree and hereby submit to the filing of any claim only in the exclusive personal jurisdiction and venue of North Carolina and any legal proceedings shall be conducted in English. The Company makes no representation that materials on this Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. This Agreement shall not be governed by the United Nations Convention on Contracts for the Sale of Goods.
Without prejudice to any other rights, if you fail to comply with the terms of the Agreement (including without limitation should you fail to pay or otherwise default on any payment obligation due or if any payment mechanism you have provided to us is invalid or charges are refused), this license shall immediately terminate, without the need for us to provide notice. Upon expiration or termination, you will immediately cease all use of the Site and remove any and all installations of the software, and any extracts thereof in your possession, custody or control.
Rights and obligations under this Agreement which by their nature should survive, will remain in effect after termination or expiration of this Agreement.
Failure of us to enforce any terms of this Agreement shall not be deemed or considered a waiver of future enforcement of that or any other term in this Agreement. You agree that no term of this Agreement may be considered waived and no breach excused by us unless made in writing by us. No consent, waiver, or excuse by us, express or implied, constitutes a subsequent consent, waiver or excuse.
Your use of the Site is conditioned upon your timely payment of all fees and charges set forth on the LibraryH2lp pricing for the Site. You agree to pay for any and all purchases and services made using your name and credit card through this Site or by check, and not to challenge any such charges and to pay for all collections and/or attorneys fees resulting from any non-payment.
ALTERATION, AMENDMENTS, ASSIGNMENT
This Agreement constitutes the entire Agreement between the parties and supersedes all previous communications, representation, understandings and agreements between the parties, whether written or oral, relating to the same subject matter. This Agreement shall be modified only by a written instrument signed by a duly authorized representative of Nub Games, Inc., or from time to time, we may modify or change the terms and conditions of this Agreement and supersede the terms of any prior version of this Agreement, in connection with any supplemental, different or new terms that might apply to any new Release of the Site made available by us, in our sole discretion. Your continued use of the Site after you use and accept the new, additional or changed terms applicable to such new Release will indicate your agreement to the change to this Agreement. We, at our sole discretion, reserve the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to our Software. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of our Software. You may not sell, assign, transfer, delegate, convey, pledge, encumber or otherwise dispose of, by operation of law or otherwise, the software or this Agreement, or any rights or obligations hereunder. We may assign this Agreement, and any or all of its rights and duties under this Agreement, without prior notice to you or your consent. You hereby warrant and represent that you have obtained all authorization and other applicable consents required empowering you to enter into this Agreement.
Except as otherwise set forth herein, notices made by us to you under this Agreement that affect our customers generally (e.g., notices of updated support terms, etc.) will be posted on the Site. Notices made by us under this Agreement for you or your account specifically (e.g., notices of breach and/or suspension) will be provided to you via the email address associated with your top-level admin account. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email.
This Agreement incorporates by reference the Site Submission Rules if this Site allows posting and posts such Rules. If any provision of this Agreement is prohibited by law or held to be unenforceable, the remaining provisions hereof shall not be affected, and this Agreement as much as possible under applicable law shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof and the unenforceable provision shall be automatically amended so as to best accomplish the objectives of such unenforceable provision within the limits of applicable law.
NO RESPONSIBILITY OF CONTENT
You acknowledge and understand that the content of the communication spread by the use of the Site is entirely the responsibility of the person from whom such content originated. You, therefore, may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable. We are and will not be liable for any type of communication spread by means of the Site.
Site Submission Rules
By using features of this Site that allow you to post or otherwise transmit information to or through this Site, or which may be seen by other users, you agree that you shall not upload, post, or otherwise distribute or facilitate distribution of any content -- including text, communications, video, software, images, sounds, data, or other information -- that:
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, sexually explicit or graphic, or otherwise in violation of this Site's rules or policies;
- victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- infringes any patent, trade mark, service mark, trade secret, copyright, moral right, right of publicity, privacy or other proprietary right of any party;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
- contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
- impersonates any person or entity, including any employee or representative of this Site, its licensors or advertisers; or
- provides resources to or otherwise supports any organization(s) designated by the United States government as a foreign terrorist organization under section 219 of the Immigration and Nationality Act.
You also agree that you shall not harvest or collect information about the users of this Site or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or communications for any other commercial purpose of your own or a third party.
You further agree that you shall not solicit or collect information, or attempt to induce any physical contact with, anyone 18 years old or younger without appropriate prior verifiable express parental consent.
This Site generally does not pre-screen, monitor, or edit the content transmitted by users of this Site. However, this Site and its agents have the right, at their sole discretion, to remove or block any content or user that, in this Site's sole judgment, does not comply with the Site Submission Rules or is otherwise harmful, objectionable, or inaccurate. This Site is not liable for any failure, delay, damages or results, in removing or blocking such content or user.
You agree that your use of this Site may be suspended or terminated immediately upon receipt of any notice which alleges that you have used this Site in violation of these Rules and/or for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. In such event, you agree that the owner of this Site may disclose your identity and contact information, if requested by a government or law enforcement body or as a result of a subpoena or other legal action, and the owner of this Site shall not be liable for damages or results thereof, and you agree not to bring any action or claim against the owner of this Site for such disclosure.
This Site reserves the right to revise these Site Submission Rules at its discretion, so check back from time to time to be sure you are complying with the current version.
Agreement last modified June 27, 2013