1.1. nowhere Group Limited and Meeting Craft (collectively, “nowhere”) maintain nowhere’s applications (Empty Mirror, Micro Skills, Meetings Designer, nowhere Meetings) (collectively “nowhere Systems”). By using the nowhere Systems, you agree to comply with and be bound by the following terms and conditions (this “Agreement”), which we may change at any time by posting notice on the Web Site. PLEASE READ THIS AGREEMENT CAREFULLY, AND PLEASE CHECK THESE TERMS AND CONDITIONS PERIODICALLY FOR CHANGES. If you do not agree to these terms and conditions, please do not use the nowhere Systems.
1.2. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.
2. Conditions on Using nowhere Systems
2.1. All the text, images, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content of the nowhere Systems, including any Submissions (as defined below), and any of the foregoing sent to you by e-mail or other means (collectively, the “nowhere Content”) are proprietary to us or to third parties.
2.2. nowhere authorizes you to view, download, and print the nowhere Content subject to the following conditions: (a) you may not modify the nowhere Content; (b) any displays or print outs of the nowhere Content must be marked “© nowhere Group Limited. 2019. All rights reserved.”; and (c) you may not remove any copyright, trademark or other proprietary notices that have been placed in the nowhere Content. Except as expressly permitted above, modification, reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting in any way the nowhere Content, or any portion of the nowhere Content, is strictly prohibited without the prior written permission of nowhere. In addition, you may not link to any part of the nowhere Systems or any nowhere Content or frame or otherwise display in any manner the nowhere Content at any other web site or elsewhere.
2.3. You agree not to, and you will not permit others to submit false data or allow any third party to submit feedback data on your behalf.
2.4. All software used on the nowhere Systems is proprietary to us, and except as may be required to exercise the foregoing license grant, any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or other reduction of such software to human-readable form is prohibited.
2.5. The marks CREATIVE-ROLLERCOASTER, and the NOWHERE LOGO are registered or unregistered trademarks of nowhere, and they may not be used in connection with any service or products other than those provided by nowhere, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits nowhere. Any use of those marks, or any others displayed on the Web Site, will inure solely to the benefit of their respective owners.
2.6. You agree, and represent and warrant, that your use of the nowhere Systems and the nowhere Content, or any portion thereof, will be consistent with the foregoing license, covenants and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations and ordinances relating to the nowhere Systems, the nowhere Content or your use of them, and you will be solely responsible for your own individual violations of any of them.
2.7. If you download from the nowhere Systems, ensure you have the right to do so. You agree not to distribute that information.
2.8. If you receive an invitation (via email or verbally) to use the nowhere System, you agree not to share that invitation or any associated access code with any other third party.
2.9. If you have administrative control over nowhere Systems and access to the reports generated, the reports must be shared only with the individual named on the report, with the facilitators of the workshop and no other third party.
3. Submissions to nowhere Belong to nowhere Group Limited
3.1. nowhere is pleased to hear from you and welcomes your comments. In the event that you submit ideas, suggestions, materials or other information to nowhere whether at the request of nowhere or not (all of the foregoing being “Submissions”), the Submissions will be deemed, and will remain, the sole property of nowhere. None of the Submissions will be subject to any obligation of confidence on the part of nowhere, and nowhere and nowhere Affiliates (as defined below) will not be liable for any use or disclosure of any Submissions. Without limiting the foregoing, nowhere will exclusively own all now known or hereafter existing rights to the Submissions of every kind, in perpetuity, and will be entitled to unrestricted use and other exploitation of the Submissions for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Submissions. Each of the them irrevocably and unconditionally waives and covenants not to assert any of such rights against nowhere or its affiliates, successors, assigns, licensees, partners, and customers (collectively, “nowhere Affiliates”), as well as any users of the nowhere Systems.
4. Links to Third Party Applications Are Not Endorsements
4.1. The nowhere Systems may contain links to third-party web sites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by nowhere. Links to merchants or advertisers are owned and operated by independent retailers or service providers, and therefore, we are unable to ensure that you will be satisfied with their products, services or business practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.
5. Warranty Disclaimers and Limitations of Liability
5.1. nowhere and nowhere Affiliates make no representations or warranties of any kind regarding the nowhere Systems and the nowhere Content. The nowhere Systems and nowhere Content are provided in “AS IS” condition, and nowhere and nowhere Affiliates EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE nowhere SYSTEMS AND THE nowhere CONTENT WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (iii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE nowhere SYSTEMS OR THE nowhere CONTENT, AND (iv) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE nowhere SYSTEMS OR THE nowhere CONTENT. No advice or information, whether oral or written, obtained by you from nowhere any of nowhere Affiliates or through the nowhere Systems or nowhere Content will create any warranty not expressly stated herein.
5.2. YOU USE THE nowhere SYSTEMS AND THE nowhere CONTENT AT YOUR OWN RISK, AND NEITHER nowhere NOR nowhere AFFILIATES WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO ANY OF THEIR OPERATION, USE OR OTHER EXPLOITATION.
5.3. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM nowhere OR nowhere AFFILIATES ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE nowhere SYSTEMS OR nowhere CONTENT, EVEN IF nowhere OR nowhere AFFILIATES HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
5.4. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
7. Applicable Law and Jurisdiction; Compliance.
7.1. The nowhere Systems (excluding links) are published by nowhere from servers located in the EU. Although nowhere has made no effort to publish the nowhere Systems elsewhere, because the nowhere Systems are published on the World Wide Web they are accessible globally. As all countries have laws that may differ, and as you and nowhere both benefit from establishing a predictable legal environment in which to operate, use or otherwise exploit the nowhere Systems, by using the nowhere Systems you and nowhere agree that all matters arising from or relating to the use and operation of the nowhere Systems will be governed by the substantive laws of the UK, without regard to its conflicts of laws principles. You agree that all claims you may have arising from or relating to the operation, use or other exploitation of the nowhere Systems will be heard and resolved in the magistrates courts of the UK. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any object to proceeding in such courts. If you choose to gain access to the nowhere Systems from locations other than the UK, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the nowhere Systems or nowhere Content in violation of UK export laws or regulations.
8. Forward Looking Statements
8.1. This Web Site contains express or implied forward-looking statements, which are based on current expectations of management. These statements relate to, among other things, our expectations regarding management’s plans, objectives, and strategies. These statements are neither promises nor guarantees but are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, these risks and uncertainties include, among other things: our failure to adjust for seasonality in the market, our failure to enhance our existing solution to be competitive in the market or changes in the industry which could cause our pricing or solution to be impacted competitively. nowhere assumes no obligation to update any forward-looking statements contained herein in the event of changing circumstances or otherwise, and such statements are current only as of the date they are made.
9. Miscellaneous Provisions
9.1. No delay or omission by nowhere in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by nowhere of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in this Agreement, “including” means “including but not limited to.” If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between you and nowhere regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes