TERMS OF USE

 

Effective Date: January 13, 2017

Acceptance of the Terms.

The following terms and conditions, (these “Terms”) are entered into by and between you and Nautilus Labs, Inc. (“Company”, “we” or “us”).  These Terms apply to anyone who visits our site, https://nautiluslabs.co (our “Site”) or uses any products or services made available by us (collectively with the Site, the “Services”).  

Please read these Terms carefully. By accessing, browsing or otherwise using the Services or by clicking to accept or agree to these Terms when this option is made available to you, you (1) acknowledge that you have read and understood these Terms, (2) represent and warrant that you meet all of our eligibility requirements for using the Services as described in these Terms, and (3) accept and agree to be bound by these Terms, including any other terms applicable to the Services that are incorporated herein by reference. If you are using the Services on behalf of an entity, you are agreeing to these Terms for that entity and are representing to us that you have the authority to bind that entity to these Terms (in which case “you” will refer to that entity). If you do not accept these Terms or do not satisfy the eligibility requirements set forth below, you may not access or use the Services.

Supplemental Agreements.

If you entered or enter into another agreement with us concerning any of our Services (“Supplemental Agreements”), the terms of those Supplemental Agreements will control where they conflict with these Terms.

Privacy Policy.

Your use of the Services is subject to the terms set forth in our privacy policy located at nautiluslabs.co/privacy (the “Privacy Policy”). Our Privacy Policy details how we collect and use your information. We encourage you to read our Privacy Policy carefully and use it to make informed decisions. The Privacy Policy is incorporated into these Terms by reference, and if you don’t agree with the Privacy Policy, you must stop using our Services.

Changes to the Terms of Use.

We reserve the right to update and revise these Terms at any time. We’ll make sure to also change the “Effective Date” at the top of this page so you can tell if these Terms have changed since your last visit. Any such changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Please review these Terms regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms.

Eligibility; User Restrictions.

We only permit individuals who are at least 18 years old and can form legally binding contracts with us to use the Services. If you are under 18, you are not permitted to use the Services.  

The Services are based in the United States but may be accessed in other parts of the world.  If you use the Services from outside of the United States, you acknowledge and agree that you are doing so at your own initiative and at your own risk and that you are solely responsible for ensuring that your use of the Services comply with all applicable laws of your specific jurisdiction, including the specific laws of your jurisdiction regarding the import, export, or re-export of the Services. By submitting any personally identifiable information to us through the Services, you consent to the transfer, processing and storage of your information in the United States in accordance with our Privacy Policy.

Your use of the Services means you represent and warrant that you meet all eligibility requirements outlined in these Terms. We may still refuse to let certain people access or use the Services. We may also change our eligibility criteria.

Use of the Services.

If you use the Services, you will only use them for internal business operations and not for any other commercial purpose or for the benefit of any third party. You further agree that you will use the Services in accordance with these Terms, any other rules or policies provided to you, and all applicable laws and regulations.

You also agree that you will not, under any circumstances while using the Services: (1) scrape the Services or use other automated or manual means to take our content without our express prior written consent; (2) modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any of the contents of the Services not intended to be so read; (3) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our or our third party providers’ infrastructure; (4) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (5) bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services, including without limitation, other computer systems or networks connected to the Services; (6) run any form of auto-responder or “spam” on the Services; (7) use the Services in connection with any time-sharing, service bureau, software as a service, cloud or other technology or service, or use the Services in any way that is competitive or detrimental to us; or (8) access or use the Services for any illegal or unauthorized purpose, including to harass, abuse, defame or otherwise infringe or violate the rights of any other party.

We do not make any assurances with regard to the accuracy of the results or output that you receive from your use of any of our Services.  You understand that your use of and reliance on the Services is at your own risk and that we will not be liable for any act, omission, conclusion or decision taken by you in reliance on any data or information incorporated by you into the Services (“Customer Data”), or on any reports or other analyses generated from any such data (“Reports”).

You further understand that we are not liable for any loss, alteration, destruction or damage of any Customer Data or Reports, and that you are solely responsible for retaining backup files of all Customer Data or Reports you receive from us in connection with the Services that we offer.

We do not have any obligation to monitor the Services.  However, we reserve the right to monitor the Services at our discretion and to collect, maintain, process and use diagnostic, technical, usage and related information, including information about your systems and your use of the Services.  We reserve the right to take any action that we deem necessary or appropriate to resolve any issue that we become aware of as a result or to ensure that the Services are being used in accordance with these Terms and applicable law. For more information on what information we collect from your use of the Services, please visit our Privacy Policy.

Modification or Termination of the Services.

We may from time to time, in our sole discretion, develop and provide updates to the Services, change the Services or restrict access to the Services, and we reserve the right to do so in our sole discretion without notice or liability to you or to any third party. Subject to any restrictions or obligations to you under any Supplemental Agreement, we may also withdraw or terminate the Services entirely, for any reason or for no reason, and we reserve the right to do so in our sole discretion without notice or liability to you or to any third party.  You may also stop using the Services at any time, subject to any obligations you may have under any Supplemental Agreement that you may have entered into with us.

Any updates or changes will be deemed part of the Services and subject to all terms and conditions of these Terms.  In the event of modification or termination, you will still be bound by your obligations under these Terms, including perpetual licenses granted by you, the warranties made by you, your indemnification obligations, the disclaimers and limitations of liability, the dispute resolution and governing law provisions, and any payment obligations under any Supplemental Terms.

Our Intellectual Property.

We and any of our licensors retain all right, title and interest in the intellectual property (including all copyrights, patents, trademarks, trade secrets, and trade dress) embodied in the Services, including without limitation, all hardware, software, technology and processes, enhancements or modifications thereto, trademarks, service marks, site design, text, video, graphics, logos, images and icons, as well as the arrangement thereof, and any products or deliverables. You acknowledge that the Services contain proprietary content, information and material protected by applicable intellectual property and other laws, including but not limited to copyright laws, and that using the Services does not grant you any right, title or license in any such proprietary information, except for the limited license expressly granted to you in these Terms and, if applicable, any Supplemental Terms.

As long as you abide by these Terms, any Supplemental Terms, and any other rules provided to you by us, we grant you a limited, nonexclusive, nontransferable, revocable license to access and use the Services solely for your internal business use and not for the use by or benefit of any third party. Except as expressly permitted by these Terms and any Supplemental Terms, you agree not to use the Services for any other purpose and agree that you will not copy, reproduce, modify, create derivative works from, or distribute any content from our Services. You further understand and acknowledge that these terms do not grant you the right to use any branding or logos used in our Services, and that you cannot remove, obscure, or alter any legal notices displayed in or along with our Services.

Without limiting our aforementioned intellectual property rights, we acknowledge and agree that you retain ownership rights in Customer Data used in connection with our purchased Services and that you may have rights to certain Reports provided by us to you in connection with such purchased Services.  You represent and warrant that you have complete rights to use and process Customer Data in connection with our Services, and that your use and processing of the Customer Data in the Services does not and will not violate any applicable laws.

We reserve all rights not expressly granted under these Terms. To inquire about obtaining authorization to use the materials or content other than as permitted in these Terms, please contact us at info@nautiluslabs.co.

User Content.

If you provide, upload or otherwise transmit any content, data, materials, ideas, suggestions or other information to us (other than Customer Data) (“User Content”), you represent and warrant that (1) you hold all necessary right, title, and license to such User Content, (2) your submission of such materials to us does not and will not violate or infringe the rights of any third-parties, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights, (3) all User Content you provide is accurate, complete, up-to-date, and not misleading, and (4) all User Content otherwise complies with these Terms.  

In addition, if you provide us with any User Content, you grant us an irrevocable, non-exclusive, perpetual, worldwide, transferable, sublicensable, fully paid, royalty-free right and license to use the User Content in any way, including without limitation, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the User Content for any purpose whatsoever. You understand that your User Content is not confidential; if you have any ideas or information that you want to be kept confidential or that you do not want to be shared with any third party, do not make it available in the Services.

Third Party Materials.

You understand that Services may display, include, or make available content, data, information, applications or materials from third parties or provide links to certain third party web sites (“Third Party Materials”).  You acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. We expressly disclaim any responsibility for all aspects of the Third Party Materials and you further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services in connection with any Third Party Materials. Without limiting the foregoing, we have the right, in our sole discretion, to edit or remove any Third Party Materials.

In addition, we may integrate and make available to you via the Site services powered by A Medium Corporation, which does business as “Medium.” If you use Medium’s services, you agree to read and be bound by their Terms of Service, Privacy Policy and other policies located at https://medium.com/policy, as may be updated by Medium from time to time.

Use of any third-party trademarks or third party content on or in connection with the Services does not constitute affiliation with or endorsement of these third parties. Nothing in the Agreement grants you any license to third party trademarks or content, which shall remain the property of their respective owners.

Copyright Notices and Complaints.

We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below. We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to our Designated Agent at legal@nautiluslabs.co with the subject line: “DMCA Takedown Request”.

To be effective, the notification must be in writing and contain the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (2) a description of the copyrighted work or other intellectual property that you claim has been infringed; (3) a description of where the material that you claim is infringing is located in the Services, with enough detail that we may find it in the Services; (4) your address, telephone number, and email address; (5) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Confidential Information.

You agree that you will keep all of our Confidential Information confidential, use it solely for the purpose of, and in connection with, your business relationship with us, and will protect it from disclosure using at least the same degree of care as you use to protect your own confidential information but no less than reasonable care, and not disclose it to any third party without our prior written consent. You may share our Confidential Information with only your employees who have a need to know and who are subject to legally binding obligations of confidentiality no less restrictive than those imposed by these Terms. These confidentiality obligations do not apply to any Confidential Information that you can demonstrate was in your possession before receipt from us, is or becomes publicly available through no fault by you, or you rightfully received from a third party without a duty of confidentiality.  “Confidential Information” means any confidential or proprietary information pertaining to or provided by us, including, without limitation, pricing, discounts, marketing and sales information, product plans, business plans, customer and supplier data, software, financial and technical information, “know-how,” trade secrets, and other information, whether such information is in written, oral, electronic, web-based, or other form.

Warranty Disclaimers; Limitation of Liability.

We strive to provide great Services, but there are certain things that we can't guarantee. THE SERVICES ARE PROVIDED "AS IS," AND WE AND OUR AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES TO THE FULLEST EXTENT PERMITTED BY LAW.  WE FURTHER DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN NO EVENT WHATSOEVER WILL WE, OUR SUPPLIERS, OR OUR OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME (ARISING UNDER TORT, CONTRACT, OR OTHER LAW), IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES. YOU UNDERSTAND AND AGREE THAT DOWNLOADING ANY SOFTWARE OR OTHER MATERIALS MADE AVAILABLE TO YOU AS PART OF THE SERVICES OR USING ANY THIRD PARTY MATERIALS IN CONNECTION WITH THE SERVICES IS DONE AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSSES OR DAMAGES THAT MAY RESULT FROM SUCH ACTS. WE WILL NOT BE LIABLE FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE OR CORRUPTION OF ANY DATA, INFORMATION OR REPORTS USED, RECEIVED OR PROVIDED IN CONNECTION WITH THE SERVICES, FOR ANY BREACH OF DATA OR SYSTEM SECURITY, OR FOR ANY LOSSES CAUSED BY OR RESULTING FROM ANY ACTION, CONCLUSION, DECISION OR OMMISSION MADE BY YOU IN CONNECTION WITH OR BASED ON ANY CUSTOMER DATA, REPORTS OR ANY OTHER MATERIAL OR INFORMATION PROVIDED AS PART OF THE SERVICES.  IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS OF USE, WE ARE FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES, OUR LIABILITY SHALL IN NO EVENT EXCEED THE TOTAL OF ANY FEES PAID BY YOU TO US IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM IS ASSERTED FOR ANY OF THE SERVICES OR FEATURE RELEVANT TO THE CLAIM.

These disclaimers and limitations of liability are made to the fullest extent permitted by law.  In addition, to the extent these disclaimers or limitations of liability are different than any disclaimers or limitations of liability in any Supplemental Agreements we entered into with you, the terms of the Supplemental Agreements will control.

Indemnification

You agree to defend, indemnify and hold harmless us, our affiliates, licensors and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms, your use of the Services, your interaction with any third party through your use of the Services, or your use of any information obtained through use of the Services.

U.S. Government Rights.

The Services are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of the Services by the U.S. Government shall be governed solely by these Terms.  

Compliance with Law; Export Regulations.  

You certify that you are legally permitted to use the Services and agree to comply with all laws and regulations applicable to you in connection with any such use.  Without limiting the foregoing, you understand that our Services, which include technology and software, are subject to U.S. export laws as well as the laws of the country where it is delivered or used. You agree to adhere to all U.S. and foreign export control laws and regulations and will not export or re-export any technical data or products except in compliance with the U.S. Export Administration Act and the related rules and regulations and similar non-U.S. government restrictions, if applicable.

Governing Law.  

No matter where you’re located, the laws of the State of New York will govern these Terms and the relationship between you and the Company as if you signed these Terms in New York, without regard to New York state’s conflicts of laws rules. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent. The parties agree to submit to the federal or state courts in New York County, New York for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of these Terms.

Dispute Resolution

You agree that we will attempt to resolve any dispute through negotiation or by utilizing a mediator agreed to by the parties, rather than through litigation.  Negotiations and mediations will be treated as confidential. If we are unable to reach a resolution within 30 days of a dispute, we may pursue all other courses of action available at law or in equity.

Severability.

If it turns out that any part of these Terms is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.

Force Majeure.

We take our commitment to customers seriously, and we’ll do what we can for you. However, sometimes things may come up that are outside of our control. We will not be liable for any failure to perform any of our obligations stated in these Terms if the failure results from a cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, satellite or network connectivity issues, broadband limitations, or strikes or other labor disputes (whether or not relating to our workforce).

Waiver.

If we do not enforce any part of these Terms, it does not mean we give up the right to later enforce that or any other part of these Terms. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

Notices and Communications.

We may contact you or provide you with service-related and/ or promotional notices by means of postal mail, electronic mail, general site notifications and more using the contact information you have provided to us. You may send us a request to opt out of some of those communications by clicking the unsubscribe link in the promotional emails or by emailing us at info@nautiluslabs.co.

All feedback, comments, requests for technical support and other communications relating to the Services should be directed to info@nautiluslabs.co.  Any press-related inquiries should be directed to press@nautiluslabs.co.