Terms of Use

Nvelup Consulting, Inc. (“Nvelup,” “we,” “us,” or “our”) owns and operates the website located at Nvelupconsulting.com (the “Site”). Please read these Terms of Service carefully. These Terms of Service state the terms and conditions under which you may use our services which are available through the Site (the “Services”). By using the Site, or any Services of Nvelup, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service and you represent and warrant that you are at least 18 years old or older. If you are accepting these Terms of Service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms and conditions set forth herein. If you do not have such authority, or if you do not agree to any of these terms, then you are not permitted to use the Services. These Terms of Service may be updated by us from time to time without notice to you. If we change any material terms of these Terms of Service, we will message you at the email address(es) registered to your account as well as notify you at your next login to your account. Unless you cancel your subscription service upon receiving any of these notifications, continued use of the Services or Site will be deemed acceptance of the updated Terms of Service.

The Services; End User Data

Through the Site, we offer help desk and other services on a subscription or plan basis (“Subscription”).

Nvelup collects and stores data (including any Personal Information) for its customer’s end users (“End User Data”) on behalf of its customers. Nvelup has no contractual relationship with its customer’s end users whose data it processes. The customer owns its End User Data. You hereby grant us an irrevocable, non-exclusive, worldwide, royalty-free, sub-licensable, transferable license to use your End User Data as reasonably necessary for us to provide the Services.

Through the Site, we offer help desk or other plan based services on a subscription basis (“Subscription”). The features and functionality of the Services available to you will be based on the Subscription package or plan you choose. We reserve the right to change, suspend, or discontinue all or any part of the Services and/or the Subscription packages at any time without prior notice or liability and in accordance with a fully executed agreement for subscription or plan based services. Any new features that augment or enhance the current Services and/or the Subscription packages, including the release of new tools and resources, shall be subject to the Terms of Service. Your continued use of the Services after any such changes shall constitute your consent to such changes. You may access your End User Data via an Application Program Interface (“API”) and these Terms of Service govern your use of the API. We reserve the right to change, suspend, or discontinue your access to the API (or any part thereof) without prior notice or liability.

We may, from time to time, require you to install software updates provided by us or by third parties to continue accessing the Services.

Registration

You are welcome to browse the Site as a visitor without providing any information to us. If you would like to use the Services, you will need to register as a user (a “Registered User”) by obtaining or creating an account. During the registration process, you will have to provide either a valid email address and password, or alternatively credentials to authenticate with a third party federated identity provider with whom you have an established account (e.g. Google, Microsoft) which will in turn with your permission provide us the email address associated with that account. You will also be asked to provide a unique identifier for your account domain. You will be responsible to Nvelup for any and all acts or omissions of Authorized Users. You represent and warrant that all registration information you submit is truthful and accurate and you will maintain the accuracy of such information. You are solely responsible for the confidentiality of your user account, as well as for its use and misuse. You will promptly inform us of any need to deactivate a user name or password. We reserve the right to delete or change your user name and/or password at any time and for any reason.

Use of Personal Information

Your use of the Site and/or the Services may involve the transmission to us of certain personally-identifiable information (“Personal Information”). Our policies with respect to the collection and use of such Personal Information are governed according to our Privacy Policy (located at http://barrchr.staging.wpengine.com/privacy-policy/, which is hereby incorporated by reference in its entirety.

Community, Blog, and Help Desk Guidelines

By accessing and/or using the Services, you hereby agree that:

  • You will not use the Services for any unlawful purpose;
  • You will not upload, post, e-mail, transmit, or otherwise make available any content that:
    • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
    • is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
    • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
  • You will not “stalk” or otherwise harass another use of the Services;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; and
  • You will not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means.
  • You will not abuse or send excessively frequent requests to our Services via the API.

Unsolicited Information

By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.

Disclaimer and Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES MERELY PROVIDE CONNECTORS THAT ALLOW YOU TO INTERACT WITH APPLICATIONS CREATED BY YOU OR ANY THIRD PARTY. NVELUP MAY OR MAY NOT HAVE ANY CONTRACTUAL RELATIONSHIP WITH SUCH THIRD PARTIES AND NVELUP WILL USE COMMERCIALLY REASONABLE EFFORTS TO RESOLVE ANY CONNECTIVITY ISSUES THAT MAY ARISE FROM CHANGES MADE BY SUCH THIRD PARTIES. IN NO EVENT SHALL NVELUP, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “NVELUP PARTIES”) BE LIABLE OR RESPONSIBLE FOR ANY BROKEN CONNECTIONS OR CHANGES TO THIRD PARTY APPLICATIONS.

YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, NVELUP INTELLECTUAL PROPERTY, FUNCTIONS AND OTHER MATERIALS, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NVELUP DOES NOT MAKE AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, SECURITY OF HOSTED DATA, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NVELUP SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SERVICES.

IN NO EVENT SHALL NVELUP PARTIES BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, REVENUES OR SAVINGS, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH NVELUP PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE NVELUP PARTIES FOR DIRECT DAMAGES ARISING UNDER THESE TERMS OF USE OR RELATING THERETO, EXCEED, THE TOTAL FEES PAID BY YOU IN THE ONE (1) MONTH IMMEDIATELY PRECEDING SUCH CLAIM. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS NVELUP PARTIES LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

External Sites

The Site and the Services may contain links to third-party websites (“External Sites”), but Nvelup does not endorse and is not responsible for the content of any such External Sites. Please refer to the terms of use and privacy policies of the External Sites for more information.

Indemnification

You agree to defend, indemnify, and hold Nvelup harmless from and against any and all claims, actions, or demands and relating costs, damages and liability (including, without limitation, reasonable attorneys’ fees) arising or resulting from: (i) your breach of these Terms of Service; (ii) your access to, use, or misuse of the Site or the Services; (iii) any User Generated Content provided through your account; and (iv) your violation of any third-party right, including without limitation any intellectual property, or privacy right.

Compliance with Applicable Laws

The Site and the Services are based in the United States, and are intended to be used only by residents of the United States that are age 18 years or older. We make no claims concerning whether the Site, the Services, or the Nvelup Intellectual Property may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site, the Services or the Nvelup Intellectual Property from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Miscellaneous

In the event that any portion of these Terms of Service is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of these Terms of Service shall remain in full force and effect. This section, the section entitled Nvelup Intellectual Property, Indemnification, Disclaimer and Limitation of Liability and Effect of Termination shall survive the termination of these Terms of Service. You may not assign these Terms of Service. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms of Service. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Washington. Except for proceedings commenced by Nvelup to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the State of Washington. These Terms of Service contain the entire agreement of the parties concerning its subject matter, and supersede all existing agreements and all other oral, written or other communication between the parties concerning the subject matter.

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