1.1. Nowhere Group Limited (“nowhere”) maintain nowhere’s online services and other software and products made available by us (“Application(s)”). By using our Applications, you agree to comply with and be bound by the following terms and conditions (this “Agreement”), which we may change at any time. If you do not agree to these terms and conditions, please do not use our Applications.
1.2. If you have purchased access to nowhere Applications via an online registration page or an Enterprise contract (each an "Order Form"), the Order Form may contain additional terms and conditions and information regarding the Applications. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Application which you choose to use, those additional terms are hereby incorporated into this Agreement.
2. Application Requirements and Responsibilities
2.1. Use of the Applications requires one or more compatible devices, high speed internet access and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. As use of the Applications involves hardware, software, and internet access, your ability to access and use the Applications may be affected by the performance of these factors. Anyone who uses our Applications (an “End User”), acknowledges and agrees that such system requirements, which may be changed from time to time, are their responsibilities.
2.2. nowhere will provide the Applications as described on the Order Form, and standard updates to the Applications that are made generally available by nowhere during the term.
2.3. nowhere may, in its sole discretion, discontinue the Applications or modify the features of the Applications from time to time without prior notice.
2.4. You may only use the Applications pursuant to the terms of this Agreement. You are solely responsible for your and your End Users’ use of the Applications and shall abide by, and ensure compliance with, all Laws in connection with Your and each End User’s use of the Applications, including but not limited to Laws related to recording, intellectual property, privacy and export control. Use of the Applications is void where prohibited.
2.5. You are responsible for the activities of all End Users who access or use the Applications and you agree to ensure that any such End User will comply with the terms of this Agreement and any nowhere policies. nowhere assumes no responsibility or liability for violations.
2.6. If you become aware of any violation of this Agreement in connection with use of the Applications by any person, please contact nowhere at email@example.com. nowhere may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles.
2.7. Under no circumstances will nowhere be liable in any way for any data or other content viewed while using the Applications, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.
2.8. Personal information may be required in order to register for and/or use certain nowhere Applications. End Users agree that any information provided is accurate and that they are entirely responsible for maintaining the security of their username and password.
3.1. All the text, images, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content of our Applications, including any Submissions (as defined below), and any of the foregoing sent to you by e-mail or other means (collectively, “our Content”) are proprietary to us or to third parties.
3.2. nowhere will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Content, in accordance with industry standards. nowhere will notify you if it becomes aware of unauthorized access to Content. nowhere will not access, view or process Content except (a) as provided for in this Agreement and in nowhere’s Privacy Notice; (b) as authorized or instructed by you, (c) as required to perform its obligations under this Agreement; or (d) as required by Law. nowhere has no other obligations with respect to Content.
3.3. Where permission has been granted to download and share nowhere Content, nowhere authorizes you to view, download, and print our Content subject to the following conditions: (a) you may not modify our Content; (b) you may not remove any copyright, trademark or other proprietary notices that have been placed in our Content. Except as expressly permitted above, modification, reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting in any way our Content, or any portion of our Content, is strictly prohibited without the prior written permission of nowhere. In addition, you may not link to any part of our Applications or any of our Content or frame or otherwise display in any manner our Content at any other web site or elsewhere.
3.4. 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.
3.5. All software used on our Applications 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.
3.6. All registered or unregistered trademarks of nowhere 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.
3.7. You agree, and represent and warrant, that your use of our Applications and our 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 our Applications, our Content or your use of them, and you will be solely responsible for your own individual violations of any of them.
3.8. If you download from our Applications, ensure you have the right to do so. You agree not to distribute that information.
3.9. If you receive an invitation (via email or verbally) to use our Applications, you agree not to share that invitation or any associated access code with any other third party.
3.10. If you have administrative control over our Applications 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.
3.11. As an End User, you agree that you are solely responsible for the Content sent or transmitted by you or displayed or uploaded by you in using the Application and for compliance with all Laws pertaining to the Content, including, but not limited to, Laws requiring you to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights.
3.12. All End Users warrant that they have the right to upload the Content to our Applications and that such use does not violate or infringe on any rights of any third party. Under no circumstances will nowhere be liable in any way for any (a) Content that is transmitted or viewed while using the Application, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although nowhere is not responsible for any Content, nowhere may delete any Content, at any time without notice to you, if we become aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Applications.
4. Submissions to nowhere Belong to Nowhere Group Limited
4.1. 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.
4.2. 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.
4.3. 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.
4.4. Each of 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 nowhere Applications.
5. Links to Third Party Applications Are Not Endorsements
5.1. Our Applications 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.
5.2. 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.
6. Warranty Disclaimers and Limitations of Liability
6.1. nowhere and nowhere Affiliates make no representations or warranties of any kind regarding our Applications and our Content. Our Applications and our Content are provided in “AS IS” condition, and nowhere and nowhere Affiliates expressly disclaim any and all warranties, whether express or implied, including: 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;
6.1.1. that our Applications and our Content will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error;
6.1.2. as to the results that may be obtained from the operation, use or other exploitation of our Applications or our Content, and
6.1.3. as to the accuracy or reliability of any information obtained from our Applications or our Content.
6.2. No advice or information, whether oral or written, obtained by you from nowhere or by nowhere Affiliate or through our Applications or our Content will create any warranty not expressly stated herein.
6.3. nowhere may, from time to time, offer access to Applications that are classified as a Beta version. Access to and use of Beta versions may be subject to additional agreements. nowhere makes no representations that a Beta version will ever be made generally available and reserves the right to discontinue or modify a Beta version at any time without notice. Beta versions are provided AS IS, may contain bugs, errors or other defects, and use of a Beta version is at the End User’s own risk.
6.4. You use our Applications and our 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.
6.5. 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 bases on contract, tort (including negligence), or otherwise arising from or relating to our Applications or our Content, even if nowhere or nowhere Affiliates have been informed or should have known of the possibility of such damages.
6.6. 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.
6.7. You agree that you will not use, and will not permit any End User to use, the Applications to:
6.7.1. modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Applications;
6.7.2. knowingly or negligently use the Applications in a way that abuses, interferes with, or disrupts nowhere’s networks, your accounts, or the Applications;
6.7.3. engage in activity that is illegal, fraudulent, false, or misleading,
6.7.4. transmit through the Applications any material that may infringe the intellectual property or other rights of third parties;
6.7.5. build or benchmark a competitive product or service, or copy any features, functions or graphics of the Applications; or
6.7.6. use the Applications to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation;
6.7.7. upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Applications in any way or which does or is intended to harm or extract information or data from other nowhere hardware, software or networks or other users of Applications;
6.7.8. engage in any activity or use the Applications in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Applications, or any servers or networks connected to the Applications or nowhere's security systems.
6.7.9. use the Applications in violation of any nowhere policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and you agree that you are solely responsible for compliance with all such laws and regulations.
6.8. You may not reproduce, resell, or distribute the Applications or any reports or data generated by the Applications for any purpose unless you have been specifically permitted to do so under a separate agreement with nowhere.
6.9. You may not offer or enable any third parties to use the Applications purchased by You, display on any website or otherwise publish the Applications or any Content obtained from an Application (other than Content created by you) or otherwise generate income from the Applications or use the Applications for the development, production or marketing of a service or product substantially similar to the Applications.
7. Link to the Privacy Notice
7.1. nowhere is concerned about user privacy and operates all Applications under the Privacy Notice.
8. Applicable Law and Jurisdiction; Compliance
8.1. Our Applications (excluding links) are published by nowhere from servers located in the EU. Although nowhere has made no effort to publish our Applications elsewhere, because the nowhere Applications are published on the World Wide Web they are accessible globally.
8.2. 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 our Applications, by using our Applications you and nowhere agree that all matters arising from or relating to the use and operation of our Applications will be governed by the substantive laws of the UK, without regard to its conflicts of laws principles.
8.3. You agree that all claims you may have arising from or relating to the operation, use or other exploitation of our Applications 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.
8.4. If you choose to gain access to our Applications 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 our Applications or our Content in violation of UK export laws or regulations.
9. Forward Looking Statements
9.1. Our Applications and Content 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.
9.2. 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.
10. Charges, Cancellations and Terminations
10.1. This Clause 10 does not apply to Client’s who are engaged in an Enterprise Agreement with us. Charges, Cancellations and Terminations in relation to those Clients shall be dealt with in accordance with the terms of that Enterprise Agreement.
10.2. You agree that nowhere may charge to your credit card or other payment mechanism selected by you all amounts due and owing for the Applications, including taxes and service fees, set up fees, subscription fees, or any other fee.
10.3. nowhere may change prices at any time, including charging for Applications that were previously offered free of charge; provided, however, that nowhere will provide you with prior notice and an opportunity to terminate your subscription as outlined in your Order Form if nowhere changes the price of an Application to which you are subscribed and will not charge you for a previously free Application unless you have been notified of the applicable fees and agreed to pay such fees.
10.4. nowhere may change prices at any time, including charging for Applications that were previously offered free of charge; provided, however, that nowhere will provide you with prior notice and an opportunity to terminate your subscription as outlined in your Order Form if nowhere changes the price of an Application to which you are subscribed and will not charge you for a previously free Application unless you have been notified of the applicable fees and agreed to pay such fees.
10.5. You agree that in the event nowhere is unable to collect the fees owed, nowhere may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by nowhere in connection with such collection activity, including collection fees, court costs and legal fees. You further agree that nowhere may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due.
10.6. You may cancel your subscription at any time. If you cancel, you will not be billed for any additional terms of service, and service will continue until the end of the term as outlined in the Order Form. If you cancel, you will not receive a refund for any service already paid for.
10.7. The Order Form contains information on how to terminate your subscription to our Application(s). If you have purchased an Application for a specific term, such termination will be effective on the last day of the then-current term.
10.8. Your Order Form may provide that a “Renewal Term” will begin automatically unless either party provides notice of termination at least thirty (30) days prior to the commencement of the next Renewal Term. Renewal Term refers to the renewal subscription term for an Application commencing after the “Initial Subscription Term” or another Renewal Term as specified in the Order Form. The Initial Subscription Term refers to the initial subscription term for an Application as specified in an Order Form.
10.9. If you fail to comply with any provision of this Agreement, nowhere may terminate this Agreement immediately and retain any fees previously paid by you.
11. Miscellaneous Provisions
11.1. 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.”
11.2. 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.
11.3. 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.
11.4. 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.