These Terms of Service (“Terms”) between You (defined below) and Nanolux Technology, Inc. (defined below) describes the terms and conditions of Your use of Nanolux’s Services (defined below). BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS, YOU AFFIRM THAT YOU (i) ARE AT LEAST 18 YEARS OF AGE OR OLDER AND (ii) HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS, DO NOT PROCEED WITH THE ELECTRONIC ACCEPTANCE PROCESS AND YOUR REGISTRATION PROCESS WILL BE DISCONTINUED.
Nanolux reserves the right, exercised at its sole discretion, to modify, add or delete portions of these Terms from time to time without notice to You, and You further agree to be bound by such modified Terms. The most current version of the Terms can be viewed at http://www. nccstech.com.
“Documentation” means any electronic or printed materials that accompany the Software that provide instructions for the installation, operation and use of the Software.
“Licensed User” means an individual with a valid Nanolux Cloud Control System App license.
“Services” means Nanolux Cloud Control System App including its related Software.
“Software” means certain software applications, in object code format only, that are required for You to use the Services and licensed to You subject to these Terms, including the end user license agreement described in Section 3 hereof.
“Nanolux Technology, Inc.” means Nanolux Technology, Inc. and its successors and assigns.
“Nanolux Account” means a user account created with Nanolux that uniquely identifies You with a user name and password.
“Third Party Software” means certain software that Nanolux licenses from third parties and provides to You incorporated into the Software.
“You or Your” means you as an individual or an employee or agent of a legal entity that is authorized to represent and legally bind such entity to these Terms.
2. ONLINE REGISTRATION
To use the Services, You may be required to complete the online registration process, including Your electronic acceptance of these Terms. Nanolux may reject an online registration by You at its sole discretion and is not obligated to provide a reason for its rejection.
a. Registration Data. As part of the online registration process for a Nanolux Account, Nanolux will collect certain limited information about You (“Registration Data”). All Registration Data provided by You must be current, complete, and accurate, and You are solely responsible for updating the Registration Data as necessary. Nanolux may terminate all rights to access, receive, use and license the Services if (i) Nanolux discovers that any of Your Registration Data is incomplete, inaccurate, or not current, or (ii) Nanolux determines, at its sole discretion, that You are not the appropriate user of the Services.
b. Password and Security. As part of the online registration process, You must use Your email address as Your user name and choose a password for access to Your Nanolux Account. You are entirely responsible for maintaining the confidentiality of Your password and agree to carefully safeguard all of Your passwords. You are solely responsible for any and all activities that occur under Your Nanolux Account and agree to immediately notify Nanolux of any unauthorized use of Your Nanolux Account or any other breach of security. Nanolux shall not be liable for any loss that You may incur as a result of a third party using Your Nanolux Account, either with or without Your knowledge. You may be held liable for losses incurred by Nanolux or another party due to a third party using Your Nanolux Account, either with or without Your knowledge.
c. Subscription to Use the Software. When You subscribe to use the Services, You are agreeing to the Nanolux Terms of Sale. The most current version of the Terms of Sale can be viewed at http://www.________________.
d. Trial and Promotional Offers. From time to time, Nanolux may offer certain trial and/or promotional offers. Nanolux reserves the right to modify, discontinue any trial or promotional offers in its sole discretion and without notice. Any trial or promotional offers are limited to one (1) per customer and may not be combined with any other offers.
3. END USER LICENSE AGREEMENT
These end user license terms grant You a right and license to use the Software under certain restrictions, terms and conditions (“EULA”). You agree to be bound by this EULA before using the Software.
a. License Grant. You are granted a non-transferable, non-sublicensable, non-exclusive license to use the Software and
Documentation subject to Your full compliance with this Section 3, including payment of the one-year renewable license fee.
b. License Fee. Before using the Services You shall pay to Nanolux a one-year renewable license fee in whatever amount Nanolux
is then charging. You agree that Nanolux can automatically renew your license for another year license whenever your license is about to expire, and may bill you whatever amount Nanolux is then charging for a one year license. If Nanolux does not receive payment, it can revoke Your access to the Services.
c. Restrictions. You shall not (i) in whole or in part, copy, reproduce, transfer, create derivative works from, translate, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, alter or modify the Software, or remove any portion thereof, nor shall You cause or permit any other person to do the foregoing; (ii) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed or embedded by Nanolux on or in any Software or Documentation; (iii) sell, resell for a profit, rent, lease or lend the Software or Documentation or use it for commercial time sharing, rental or service bureau use; (iv) use the Software or any component thereof for or in connection with any illegal or unauthorized purposes; or (v) use the Software or Documentation, or any component thereof, to enable copyright protection-circumvention devices or to violate or circumvent in any manner any content copyright, content protection scheme, or content copy policies.
d. Third Party Software. Certain Third Party Software provided in or with the Software is subject to various other terms and conditions imposed by the licensors of such Third Party Software. Your use of the Third Party Software is subject to and governed by the respective Third Party Software licenses, which relevant licenses for such Third Party Software You may view through the hypertext links in the Third Party Software list located at the following URL: http://www._____________________________. You agree to comply with the terms and conditions contained in all such Third Party Software licenses.
4. INTELLECTUAL PROPERTY PROTECTION
Nanolux or its licensors retain ownership of all proprietary rights in or associated with the Services and these proprietary rights are protected by United States and international copyright and other intellectual property laws and international trade provisions. You acknowledge that the Services may contain unpublished information and embody valuable trade secrets proprietary to Nanolux and/or its licensors. Nanolux and/or its licensors reserve all rights in the Services not expressly granted herein. The license granted hereunder and Your right to use the Services terminates automatically if You violate any part of the Terms.
5. CONFIDENTIAL INFORMATION
“Confidential Information” means any non-public business or technical information of Nanolux including, without limitation, any information relating to Nanolux’s trade secrets or know-how that is designated as “confidential,” either orally or in writing, or that You know or should know is considered confidential or proprietary by Nanolux. You agree to maintain the Confidential Information in strict confidence and not to use Confidential Information except as expressly authorized by these Terms. You shall ensure that no unauthorized persons shall have access to the Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (i) becomes part of the public domain through no breach of the Terms by You; (ii) is independently developed by You without reference to any Confidential Information; or (iii) is rightfully disclosed to You by a third party without restriction on disclosure.
You acknowledge and agree that the term Nanolux and other related logos and designs provided hereunder (collectively, the “Nanolux Trademarks”) are the exclusive trademarks of Nanolux, registered in the United States and elsewhere, and that You shall not use or reproduce the Nanolux Trademarks without first obtaining a trademark license from Nanolux. All other trademarks and service marks referenced in the Services or Nanolux website are the exclusive property of their respective owners. All rights reserved.
8. UPDATES AND SUPPORT
Nanolux may, from time to time, at its sole discretion, and without any obligation to do so, make updates to the Services available via the Internet or other sources. All such updates shall be deemed to be included within the definition of Services and shall be subject to these Terms. Nanolux reserves the right to charge fees for any future versions of, or updates to, the Services.
9. TERM AND TERMINATION
These Terms shall commence on the date of Your electronic acceptance and continue until the end of Your subscription. You may terminate these Terms at any time by terminating Your subscription, removing the Software and Documentation from Your system, and stopping use of the Services. Nanolux may immediately terminate these Terms and Your subscription, license, and right to use the Services if (i) You breach these Terms or (ii) Nanolux decides, at its sole discretion, to discontinue offering the Services, in which case Nanolux shall notify You in advance, whenever possible, and provide You with alternative plans or options to minimize any inconvenience that may be caused by such termination.
Nanolux shall not be liable for any damages resulting from a termination of these Terms as provided for herein. Upon termination of these Terms: (a) all license rights granted hereunder will automatically terminate without further notice to You; and (b) You will immediately discontinue all access to and use of the Services and destroy the Software and Documentation, and all copies thereof. Sections 1, 4, 5, 6, 9, 10, 11, 12, and 13 shall survive the expiration or termination of these Terms in full force and effect.
10. DISCLAIMER OF WARRANTIES
The services, software, any updates thereto, any documentation and information are provided “as-is” without warranty of any kind. Nanolux, on behalf of itself and its licensors, disclaims all warranties, whether express, implied, statutory or otherwise, arising out of or in connection with these terms and any sample, specification or proposal provided by Nanolux, including, but not limited to, the warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights. Nanolux does not guarantee the accuracy, completeness, satisfactory quality of the services or that the services will be free of defects, run error-free or uninterrupted, meet your requirements, be free of viruses or that Nanolux will correct all errors. You understand and agree that any material or data downloaded or otherwise obtained through the use of the services is done at your sole risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. Some laws do not allow the exclusion of implied warranties, so, to that extent, this limitation may not apply to you.
11. LIMITATION OF LIABILITY
In no event shall Nanolux, or its licensors or suppliers, be liable for any special, incidental, consequential, punitive or indirect damages whatsoever (including, without limitation, damages for loss of profits, business interruption, loss of information, or other pecuniary loss) arising out or in connection with these terms, irrespective of the cause of action, whether in contract, tort (including, without limitation, negligence, gross negligence, negligent misrepresentation) or product liability, even if Nanolux has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so to that extent the above limitations or exclusions may not apply to you.
In no event will Nanolux’s cumulative liability arising out of or in connection with these terms exceed fifty dollars (USD$ 50).
You hereby agree, at Your sole expense, to indemnify, defend and hold Nanolux and its affiliates, employees, officers, directors, owners, information providers, agents, licensees, licensors (the “Indemnified Parties”) harmless from and against any and all liabilities, claims, costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any demand, claims, action, suit, or loss arising as a result of (a) any breach by You of these Terms or claims arising out of or in connection with Your Nanolux Account; (b) any fraud or manipulation by You; (c) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by You; or (d) any claims of credit card fraud based on any information released by You. You agree to use best efforts to cooperate with Nanolux in the defense of any demand, claim, action or suit. Nanolux reserves the right to assume the exclusive defense of any matter subject to indemnification by You at Nanolux’s own expense.
a. Entire Agreement. These Terms constitute the entire agreement between You and Nanolux and supersede any prior or contemporaneous agreements, communications and/or understandings, written or oral, concerning the subject matter hereof. Nanolux is not bound by any provision of any purchase order, receipt, acceptance, confirmation, correspondence, or otherwise, unless Nanolux expressly agrees to the provision in a written, executed document.
b. Partial Invalidity. If any provision of these Terms shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall not be affected.
c. Conflict of Laws; Venue. These Terms are governed by the laws of the State of California without reference to conflicts of laws provisions. You agree that all claims and disputes arising out of or in connection with these Terms shall be heard exclusively by any federal or state court of competent jurisdiction located in San Francisco County or Marin County, California, U.S.A., and You irrevocably consent to the personal and exclusive jurisdiction of, and venue in, such courts, and waive any objection to any proceedings brought in any such court.
d. No Assignment. You may not assign or transfer these Terms or any rights or obligations under these Terms. Any assignment or transfer of these Terms made in contravention of the terms hereof shall be null and void. Subject to the foregoing, these Terms shall be binding on and inure to the benefit of the parties’ respective successors and permitted assigns. Nanolux may assign its rights under these Terms to its affiliates and to any successor by way of merger, acquisition, consolidation, reorganization or sale of all or substantially all of its assets that relate to these Terms, without action on Your part, in which case references to Nanolux herein shall be deemed to refer to the assignee.
e. Notices: Notices by Nanolux to You may be sent to the email address provided by You during the online registration process or otherwise by any means that Nanolux determines at its sole discretion as likely to come to Your attention. All notices by You to Nanolux regarding these Terms shall be in writing and sent by express carrier or certified mail at the address of Nanolux set forth herein.
f. Class Action; No Waiver. You agree not to bring or participate in any class action law suits against Nanolux or any of its employees or affiliates. You agree that You will not bring a claim under these Terms more than two (2) years after expiration or termination of these Terms. No waiver of any provision or consent to any action by Nanolux shall constitute a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent by Nanolux shall constitute a continuing waiver or consent except to the extent specifically set forth by Nanolux in writing.
g. No Exclusivity. You acknowledge that Nanolux may provide software, solutions and services to third parties, including competitors of You, which are same or similar to the software, solutions and services provided to You hereunder.
h. Acts Beyond Control. Nanolux will not be responsible for any delay, interruption or other failure to perform under these Terms due to acts beyond Nanolux’s reasonable control.