Last updated: February 25, 2016
Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the http://novasignature.com website (the "Service") operated by Tempus Nova, Inc. ("us", "we", or "our").
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
We may terminate or suspend access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.￼ ￼
Terms of Service (TOS)
- Service Term & Renewal
- The Service term is defined as one month. This Agreement will remain in effect for the Term.
- At the end of each Service Term, the Services (and all End User Accounts previously purchased) will automatically renew for an additional Service Term.
- Customer may purchase additional end user licenses at any time.
- Tempus Nova may make commercially reasonable changes to the Service from time to time.
- If the change has a material adverse impact on Customer, and Customer does not agree to the change, Customer must so notify tempus Nova within thirty days. Customer will remain governed by the Terms in effect immediately prior to the change until the end of the then-current Service Term for the affected Services. If the affected Services are renewed, they will be renewed under Tempus Nova's then current Terms.
- Customer Obligations
- Customer will use the Service in accordance with the Terms. Tempus Nova may develop new application features or functionality for the Service from time to time. The use of which may be contingent upon Customer's agreement to additional terms. Customer can enable or disable the Service at any time.
- Customer will obtain and maintain all required consents from End Users to allow access, monitoring, use and disclosure of the Service.
- Restrictions on Use
Unless Tempus Nova specifically agrees in writing, Customer will not, and will use commercially reasonable efforts to make sure a third party does not:
- sell, resell, lease or the functional equivalent of the Service to a third party;
- attempt to reverse engineer the Service or any component;
- attempt to create a substitute or similar service through use of, or access to, the Service;
- use the Services for High Risk Activities; or
- use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws.
- Customer is solely responsible for any applicable laws and compliance standards.
- Suspension & Termination
Tempus Nova may at any time suspend or terminate the Service for violation of the Agreement. Tempus Nova may specifically request that Customer suspend applicable End User Accounts for violation of the Service. If Customer fails to comply with our request to suspend an End User Account, then Tempus Nova may do so. The duration of any suspension by Tempus Nova will be until the applicable End User has cured the breach which caused the suspension.
- Representations, Warranties & Disclaimers
- Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Service as applicable. Tempus Nova warrants that it will provide the Service in accordance with the applicable Terms.
- To the fullest extent permitted by applicable law, except as expressly provided for herein, neither party makes any other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular use and non-infringement. Tempus nova makes no representations about any content or information made accessible by or through the service.
- Billing & Payment
- Customer will be committed to purchasing the Service from Tempus Nova for an monthly term.
- All payments due are in U.S. dollars.
- Payments for invoices are due thirty days after the invoice date, unless otherwise specified on the invoice and are considered delinquent after such date.
- Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Tempus Nova in collecting such delinquent amounts, except where such delinquent amounts are due to Tempus Nova's billing inaccuracies.
- Customer is responsible for paying any all all applicable Taxes. If Tempus Nova is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Tempus Nova with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to Tempus Nova, Customer must provide Tempus Nova with an official tax receipt or other appropriate documentation to support such payments.
- Suspension for Non-Payment
- Customer will have thirty days to pay Tempus Nova delinquent fees. If Customer does not pay Tempus Nova delinquent fees within thirty days, Tempus Nova will automatically suspend Customer’s use of the Service. The duration of this suspension will be until Customer pays Tempus Nova all outstanding fees.
- If Customer remains suspended for non-payment for more than sixty days, Tempus Nova may terminate Customer for breach.
- Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
- If this Agreement terminates, then the rights granted by one party to the other will cease immediately (except as set forth in this Section).
- By Customer. Customer will indemnify, defend, and hold harmless Tempus Nova from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim that (i) Customer Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; or (ii) regarding Customer's use of the Service in violation of the Terms.
- By Tempus Nova. Tempus Nova will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim that Tempus Nova 's technology used to provide the Services infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall Tempus Nova have any obligations or liability under this Section arising from: (i) use of any Service or Tempus Nova Brand Features in a modified form or in combination with materials not furnished by Tempus Nova, and (ii) any content, information or data provided by Customer, End Users or other third parties.
- If Tempus Nova reasonably believes the Service infringe a third party's Intellectual Property Rights, then Tempus Nova will: (a) obtain the right for Customer, at Tempus Nova's expense, to continue using the Service; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Service so that they no longer infringe.
- If Tempus Nova does not believe the foregoing options are commercially reasonable, then Tempus Nova may suspend or terminate Customer's use of the impacted Service. If Tempus Nova terminates the impacted Service, then we will provide a pro-rata refund of the unused portion of the Service fees actually paid by Customer applicable to the period following termination of such Service.
- The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
- Limitation of Liability
- Neither party will be liable under this agreement for lost revenues or indirect, special, incidental, consequential, exemplary, or punitive damages, even if the party knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy.
- Neither party may be held liable under this Agreement for more than the amount paid by Customer to Tempus Nova hereunder during the twelve months prior to the event giving rise to liability.
- These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations.
- Notices. Unless specified otherwise herein, (a) all notices must be in writing and addressed to the attention of the other party's legal department and primary point of contact and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.
- Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.
- Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).
- Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.
- No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
- Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.
- No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
- No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
- Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
- Governing Law
These Terms shall be governed and construed in accordance with the laws of the State of Colorado, United States of America, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement and supersede and replace any prior agreements that may be in place regarding the Service.
Tempus Nova reserves the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
If you have any questions about these Terms, please contact us.