LFA INTERNATIONAL, INC.,
TERMS OF SERVICE
THE TERMS OF SERVICE (“TERMS OF SERVICE”) IS A LEGALLY BINDING CONTRACT BETWEEN YOU (“YOU”) AND LFA INTERNATIONAL, INC. D/B/A NABU.ORG (“NABU”) AND SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN USE OF THE MOBILE APPLICATION AND ALL RELATED SOFTWARE PROGRAMS AND OTHER SERVICES PROVIDED BY NABU (“SERVICES”). BY USING ALL OR ANY PORTION OF THE SERVICES, YOU ACKNOWLEDGE AND ACCEPT ALL THE TERMS AND CONDITIONS STATED OR REFERENCED IN THE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH ANY PART OF THE TERMS OF SERVICE, OR IF YOUR AUTHORIZATION TO ACCESS THE SERVICES IS REVOKED FOR ANY REASON, YOU ARE NOT PERMITTED TO ACCESS THE SERVICES AND MUST IMMEDIATELY STOP ANY ACCESS OR USE OF THE SERVICES.
ARBITRATION. THE TERMS OF SERVICE INCLUDES AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF THE SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT. IF YOU WANT TO OPT-OUT OF THIS MANDATORY ARBITRATION AGREEMENT, THE DISPUTES/ARBITRATION PROVISION BELOW DESCRIBES THE PROCEDURES YOU MUST FOLLOW TO DO SO. THE DISPUTES/ARBITRATION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. THE TERMS OF SERVICE ALSO INCLUDE A JURY WAIVER. DO NOT ACCESS OR USE THE SERVICES IF YOU DO NOT AGREE TO THE TERMS OF SERVICE IN THEIR ENTIRETY.
- To sign up for the Services, you must create an account (an “Account”). You agree not to create an Account or use the Services if you have been previously removed by us or banned from any of the Services. Nabu reserves the right in its sole discretion to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof) at any time for any reason. You agree that Nabu will not be liable to you or to any third party for any suspension or termination of your Account or any refusal of any use of the Services (or any portion thereof). Information on your profile may include information and content you provide and/or upload (“Profile Information”). Nabu reserves the right in its sole discretion to remove Profile Information at any time for any reason. You agree that Nabu will not be liable to you or to any third party for such removal. You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services, breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account at your discretion.
- GRANT OF LICENSE; USE. Subject to the provisions herein, Nabu grants You a limited, non-exclusive, revocable license to access and use the Services on one and only mobile electronic device that You own or control in compliance with: (i) the Terms of Service; and (ii) any use or other policies imposed by Nabu; and (iii) all applicable laws. The terms of the license will also govern any upgrades provided by Nabu that replace, modify and/or supplement the original Services, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. This license does not allow You to use the Services on any electronic device that You do not own or control, and You may not distribute or make the Services available over a network where it could be used by multiple devices at the same time.
- RESTRICTIONS ON USE. Unless expressly permitted by the Terms of Service, or otherwise by applicable law or by Nabu in writing, you shall not: (i) reproduce, modify, adapt, translate, update or transmit the Services, in whole or in part; (ii) rent, lease, license, assign, give, transfer, or otherwise provide access or distribute the Services, or rights to the Services, to another person or entity; (iii) use, alter, remove, or cover trademarks or proprietary notices of Nabu or any third party on the Services; (iv) directly or indirectly export, import or transmit the Services, or any direct product thereof, to any country in contravention of the laws of that country or the laws of the United States; (v) use the Services except in Nabu approved application environment(s); (vi) decompile, disassemble, decrypt, unbundle, extract or otherwise attempt or assist others to reverse engineer the Services; (vi) use the Services for rental, timesharing, subscription service, hosting or outsourcing; or (vii) publish any results of any benchmarks or similar tests performed on the Services. We reserve the right (but have no obligation) to review any Profile Information, and to investigate and/or take appropriate action against you in our sole discretion if you violate these Terms of Service or otherwise create liability for us or any other person.
- TERM; TERMINATION. Subject to this Section, these Terms of Service, and all licenses granted hereunder, will remain in full force and effect while you use the Services. We may terminate your Account or your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may involve deletion of your Profile Information associated with your Account from our databases. If you wish to terminate your Account, you may do so by following the instructions through the Services or as set forth in the Terms of Service. Nabu will not have any liability whatsoever to you for any termination of your rights under these Terms of Service, including for termination of your Account or deletion of your Profile Information. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- The Services are protected by United States and international copyright and intellectual property laws. All rights to the Services are owned by Nabu, its affiliates or third party suppliers, and Nabu, its affiliates or third party suppliers retain all rights, title and interest in and to the Services including, without limitation, the source code, object code and any related information and documentation that may be provided as part of the Services. By acquiring a license to use the Services, you do not become the owner of the Services or receive any interest in the Services, and you have only limited license rights to access and use the Services and related information and documentation in accordance with the terms of the Terms of Service. Furthermore, you may not assign, give or transfer any interest in the Services to any third party. This section shall survive the termination of the Terms of Service.
- SERVICES; THIRD PARTY MATERIALS.
(a) You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, You agree to use the Services at Your sole risk and that Nabu shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable. Certain Services may also 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”). By using the Services, You acknowledge and agree that Nabu is 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 or web sites. Nabu does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third party services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You.
(b) You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Nabu is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.
(c) In addition, Services and Third Party Materials that may be accessed from, displayed on or linked to/from your electronic device are not available in all languages or in all countries. Nabu makes no representation that Services and Third Party Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Third Party Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Nabu and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Nabu be liable for the removal of, imposing limits on, or disabling of access to any such Services, or any portion thereof.
- DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NABU, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. As between you and Nabu, Nabu has no obligation to provide maintenance, updates, fixes, support, or training for the Services.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
- LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NABU, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS BE LIABLE TO YOU, OR ANY OTHER PERSON, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL OR PERSONAL INJURY, PROPERTY DAMAGE FOR ANY MATTER ARISING OUT OF OR RELATING TO THE TERMS OF SERVICE OR THE SERVICES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF NABU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL NABU HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON FOR LOSS, DAMAGE OR DESTRUCTION OF ANY DATA. NABU’S MAXIMUM LIABILITY, AND YOUR SOLE REMEDY FOR DAMAGES, SHALL BE LIMITED TO FIFTY DOLLARS ($50.00) OR THE ACTUAL COST PAID FOR THE SOFTWARE, WHICHEVER IS LOWER. THE PARTIES ACKNOWLEDGE THAT NABU HAS CONDITIONED YOUR ACCESS TO THE SERVICES, IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN NABU AND YOU. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL CONTINUE IN EFFECT AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
- You agree to indemnify, defend and hold harmless Nabu, its affiliates, and each of their respective officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Services or your breach of the Terms of Service. Furthermore, you agree that Nabu assumes no responsibility for the content you submit or make available through the Services.
- TERMINATION. Without prejudice to any other rights, Nabu may terminate the Terms of Service if you do not abide by the terms and conditions of the Terms of Service. The Terms of Service will automatically and immediately terminate if the Customer revokes your authorization to access and use the Services. Upon termination of the Terms of Service for any reason, you must immediately discontinue any use of the Services and destroy any documentation, and all copies thereof.
- EXPORT RESTRICTIONS. Export laws and regulations of the United States apply to the Services. You agree that such export control laws govern your use of the Services and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information and/or Services will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws. You represents and warrants that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- COMMERCIAL ITEMS. The software application included in the Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.
- Nabu reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Nabu will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
- FORCE MAJEURE. Nabu will be free of liability to You where Nabu is prevented from executing its obligations under this Agreement in whole or in part due to force majeure, such as, but not limited to, earthquake, typhoon, flood, fire, hurricane, and war or any other unforeseen and uncontrollable event where the Nabu has taken any and all appropriate action to mitigate such an event.
- GOVERNING LAW; JURISDICTION.
(a) Governing Law. The Terms of Service (including any non-contractual claim) shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America, without regard to choice or conflicts of law provisions.
(b) Jurisdiction. You and Nabu agree that the state or federal courts in the City of New York, State of New York shall be the jurisdiction of any dispute, claim, or controversy that relates to or arises in connection with the Terms of Service (including any non-contractual claim) for non-U.S. residents subject to applicable governing law that prohibits arbitration of disputes in accordance with the “Dispute Resolution” section.
- DISPUTE RESOLUTION.
(a) No Class or Representative Proceedings; Class Action Waiver. PLEASE READ THIS PROVISION CAREFULLY; IT INCLUDES AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF THE SITE TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT. IF YOU WANT TO OPT-OUT OF THIS MANDATORY ARBITRATION AGREEMENT, THIS PROVISION DESCRIBES THE PROCEDURES YOU MUST FOLLOW TO DO SO. THIS PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. THIS AGREEMENT ALSO INCLUDES A JURY WAIVER.
(b) Dispute Notice. It is Nabu’s goal that the Services meet your expectations and that you are satisfied. However, there may be instances when you have a problem or dispute that needs special attention. In those instances, Nabu is committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your issue. Therefore, for any problem or dispute that you may have with Nabu, you acknowledge and agree that you shall first give Nabu an opportunity to resolve your problem or dispute. This includes you first sending a written description of your problem or dispute to Nabu.org, 110 E 25th Street, New York, NY 10010. You then agree to negotiate with Nabu in good faith about your problem or dispute. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) days after Nabu’s receipt of your written description of it, you agree to the further dispute resolution provisions below.
(c) Obligation to Arbitrate; Exceptions. You agree that the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of your use of the Services and the Terms of Service shall be final and binding arbitration, except to the extent that you have in any manner infringed upon or violated or threatened to infringe upon or violate any of the Nabu-related entities’ or any third party’s patent, copyright, trademark, trade secret, privacy or publicity rights, in which case you acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought by the Nabu-related Entities and/or the applicable third party(ies). You and we acknowledge that the Terms of Service affects interstate commerce and that the Federal Arbitration Act and federal arbitration law apply to arbitrations under the Agreement (despite any other choice of law provision).
(d) Arbitration Terms. Arbitration under the Terms of Service shall be conducted by JAMS within the State of New York, County of New York. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (pursuant to JAMS’ Streamlined Arbitration Rules and Procedures) (“Applicable Rules”). The Applicable Rules, as well as instructions on how to file an arbitration proceeding with JAMS, appear at www.jamsadr.com. By agreeing to be bound by the terms of service, you either (a) acknowledge and agree that you have read and understand these rules or (b) waive your opportunity to read these rules and any claim that these rules are unfair or should not apply for any reason.
(e) Award. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
(f) Location. The arbitration shall be held: (i) at a location determined by JAMS pursuant to the Applicable Rules (provided that such location is reasonably convenient for you and does not require travel in excess of 100 miles); (ii) at such other location as may be mutually agreed upon by you and Nabu; or (iii) at your election, by telephone or by written submission, as applicable.
(g) Costs. You and we agree to pay our own fees, costs, and expenses, including those for any attorneys, experts, and witnesses. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees.
(h) Small Claims Exception. As a limited exception to the agreement to arbitrate, you and we agree that you may take claims to small claims court, if your claims qualify for hearing by such court; provided that such court does not have the authority to entertain any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated in such proceeding.
(i) Opt-Out. YOU HAVE A RIGHT TO OPT-OUT OF THIS ARBITRATION AGREEMENT. If you do not agree to this mandatory arbitration provision with regard to your use of the Services, then prior to accessing and/or using the Services, you may opt-out of this part of the Terms of Service sending written notification to the following address:
110 E 25th Street
New York, NY 10010
(j) No Joinder. To the fullest extent permitted by Applicable Law, NO ARBITRATION OR OTHER CLAIM UNDER THE TERMS OF SERVICE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SITE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.
(k) Jury Trial Waiver. WE BOTH AGREE THAT, WHETHER ANY CLAIM IS IN ARBITRATION OR IN COURT, YOU AND NABU BOTH WAIVE ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES BETWEEN US.
(l) Period for Claims. IN NO EVENT SHALL ANY CLAIM, ACTION OR PROCEEDING BY YOU RELATED IN ANY WAY TO THE TERMS OF SERVICE BE INSTITUTED MORE THAN THREE (3) YEARS AFTER THE CAUSE OF ACTION AROSE.
(m) Injunctive Relief. The foregoing provisions of this “Dispute Resolution” section will not apply to any legal action taken by you or Nabu to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Services or Nabu’s intellectual property rights.
(n) Interpretation and Enforcement. In the event that this CLASS ACTION WAIVER is deemed unenforceable, then any putative class action may only proceed in a court of competent jurisdiction pursuant to the “Governing Law” section and not in arbitration in accordance with this section.
- This Agreement does not create or imply any relationship in agency or partnership between Nabu and You. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon Nabu’s and your own heirs, successors and assigns.
- All notices to the Nabu under this Agreement are to be provided at the following address: Nabu.org, 110 East 25th St, New York, NY 10010.
Effective Date: April 4, 2019
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