March 28, 2017

Nephoz, LLC - Terms and Conditions of Use

Please read these terms and conditions of use carefully before accessing, using or obtaining any materials, information, products or services. By accessing the Nephoz website, mobile or computer or tablet application or software, or any other feature or other Nephoz platform or other Nephoz solution or other Nephoz product (collectively "Our Services") you agree to be bound by these terms and conditions ("Terms") and our Privacy Policy. If you do not accept all of these Terms, then you may not use Our Services. In these Terms, "we", "us", "our" or "Nephoz" refers to Nephoz, LLC, and "you" or "your" refers to you as the user of Our Services. 3rd party web sites that are not Our Services are referred to as "Other Web Sites".

THESE TERMS INCLUDE AN ARBITRATION CLAUSE AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE LAWSUIT.

Changes

We may modify these Terms, for any reason at any time, by posting a new version on Our Services; these changes do not affect rights and obligations that arose prior to such changes. Your continued use of Our Services following the posting of modified Terms will be subject to the Terms in effect at the time of your use. Please review these Terms periodically for changes. If you object to any provision of these Terms or any subsequent modifications to these Terms or become dissatisfied with Our Services in any way, your only recourse is to immediately terminate use of Our Services. Your access to and use of the Our Services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use Our Services. By accessing or using Our Services, you agree to be bound by these Terms.

If you disagree with any part of the terms, then you may not access Our Services.

Fees and Payments

1. Fees for Services.

You agree to pay to Nephoz any fees for Our Services you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for Our Services. Where applicable, you will be billed using the billing method you selected at the time of purchase. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

2. Subscriptions.

Some of Our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed based on the period in which you purchase your Subscription. Periods are split into two seasons (we call these “Season(s)”. There are two Seasons:

January through June - Spring Season

July through December - Fall Season

When purchasing a subscription, the month of the Season in which you subscribe will determine the billing cycle (we call this “Billing Cycle”.) Subscriptions only last for one Season and specifically the Season in which you purchase your Subscription. You may cancel your Subscription at any time, in which case your Subscription will continue until the end of that Season and Billing Cycle before terminating.

3. Taxes.

Unless otherwise stated, you are responsible for any taxes (other than Nephoz’s income tax) or duties associated with the sale of Our Services, including any related penalties or interest (collectively, “Taxes”). You will pay Nephoz for the Services without any reduction for Taxes. If Nephoz is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Nephoz with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. If you are required by law to withhold any Taxes from your payments to Nephoz, you must provide Nephoz with an official tax receipt or other appropriate documentation to support such payments.

4. Price Changes.

Nephoz may change the fees charged for the Services at any time, provided that, for Our Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Nephoz will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.

5. Our liability is limited

We (together with our officers, directors, employees, representatives, shareholders, affiliates, and providers) to the extent permitted by law hereby expressly exclude any responsibility and liability for any loss or damages to, or viruses that may infect, your computer equipment or other property as the result of your access to Our Services, your downloading of any content from Our Services.

6. Warranty disclaimer

Our Services, all content and services provided on Our Servies are provided on an "as is" and "as available" basis. Nephoz expressly disclaims to the fullest extent permissible all warranties of any kind, whether express or implied, including, but not limited to, any implied warranties, fitness for a particular purpose, title, non-infringement, and security and accuracy, as well as all warranties arising by usage of trade, course of dealing, or course of performance.

7. You Agree to Protect Us

Subject to these Terms, you will defend, indemnify and hold us and each of our officers, directors, employees and agents, harmless from and against any claim, cause of action, liability, expense, loss or demand, including without limitation reasonable legal and accounting fees, arising out of, or in any way connected with your breach of these Terms or the agreements made part of these Terms by reference, your breach of any applicable law, and your use of or access to Our Services or the Intellectual Property. Arbitration and Waiver

You agree that by accepting the Terms, you and Company are each waiving the right to trial by jury and the ability to participate in a class action. ANY AND ALL DISPUTES COMPANY OR YOU HAS RELATING IN ANY WAY TO THE SERVICES OR YOUR RELATIONSHIP WITH THE COMPANY (INCLUDING WITHOUT LIMITATION WITH RESPECT TO DATA, YOUR INTERACTION WITH THE COMPANY, COMPANY’S ADVERTISEMENTS AND DISCLOSURES, EMAIL AND MOBILE SMS (TEXT) MESSAGES COMPANY SENDS TO YOU, OR THE USE OR DISCLOSURE OF ANY INFORMATION ABOUT YOU), THESE TERMS OF USE, AND PRIVACY POLICY (COLLECTIVELY, “CLAIMS”) WILL BE SUBMITTED TO CONFIDENTIAL ARBITRATION IN THE FEDERAL JUDICIAL DISTRICT IN WHICH YOU RESIDE, EXCEPT TO THE EXTENT THAT YOU HAVE, IN ANY WAY, VIOLATED OR THREATENED TO VIOLATE ANY COMPANY INTELLECTUAL PROPERTY RIGHT. CLAIMS INCLUDE CLAIMS BASED ON CONTRACT, TORT (INCLUDING INTENTIONAL TORT), FRAUD, AGENCY, YOUR OR THE COMPANY’S NEGLIGENCE, STATUTORY OR REGULATORY PROVISIONS, OR ANY OTHER SOURCE OF LAW.

If You intend to seek arbitration You must first send to the Company, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Company must be sent to legal@nephoz.com. The Notice shall describe the nature and basis of the claim or disputes and the specific relief sought. If you and we cannot reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or we may commence arbitration. All arbitrations required by these Terms will be conducted under the Commercial Arbitration rules of the American Arbitration Association. The arbitrator’s award is binding and may be entered in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration brought under, or with respect to, Claims is to be joined to an arbitration involving any other party subject to these Terms whether through class arbitration proceedings or otherwise. Unless Company and You agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, private attorney general or class proceeding.

For arbitration claims you assert against Company in accordance with this section (but not for any arbitration claim against you) Company will pay all of your administrative, hearing, and arbitrator’s fees and costs for the arbitration (but not the fees, expenses, and costs of your lawyers, experts, or witnesses) in excess of any filing fee you would have been required to pay to file the claim as a lawsuit in a state or federal court (whichever is greater) in the judicial district in which you reside. Unless unlawful, Company will pay its, and you will pay your, lawyers’, experts’, and witness fees, expenses, and costs with respect to all claims. The arbitrator may award money or equitable relief in favor of only the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Similarly, an arbitration award and any judgment confirming it apply only to that specific case; it cannot be used in any other case except to enforce the award itself. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by all parties. TO THE EXTENT PERMITTED BY LAW, YOU WILL NOT AGREE TO ACT AS A REPRESENTATIVE OR A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT AGAINST COMPANY IN ANY COURT, OR IN ARBITRATION, WITH RESPECT TO ANY CLAIMS. THIS SECTION (CONFIDENTIAL ARBITRATION) WILL SURVIVE THE TERMINATION OF THE RELATIONSHIP BETWEEN YOU AND COMPANY. ANY AND ALL DISPUTES COMPANY OR YOU HAS RELATING IN ANY WAY TO THE SERVICES OR YOUR RELATIONSHIP WITH THE COMPANY.

8. Links

Our Services may contain links to Other Web Sites that we do not operate or control and for which we are not responsible. We provide these links for your reference and convenience and do not endorse the contents of Other Websites and accept no responsibility for them or for any loss or damages that may arise from your use of them. You should refer to the separate terms of use, privacy policies, and other rules posted on Other Websites before you use them. You agree not to create a link from any website, including any website controlled by you, to Our Services.

9. 3rd Party Web Site Changes

Any changes made to Other Web Sites (see above for definition), may cause Our Services to NOT function properly. Nephoz will attempt to address any issues caused by changes to Other Web Sites, however Nephoz does not guarantee any fixes to Our Services as it is not possible to address certain changes to Other Web Sites. By agreeing to our Terms, you acknowledge that Our Services may stop functioning due to changes to Other Web Sites. There are no warranties or guarantees that Our Services will function when changes are made to Other Web Sites, and therefore no refunds will be given.

10. Google Recaptcha

Our Services do not work with any Other Web Sites that use Google Recaptcha or similar technology. You will need to manually handle any Google Recaptcha or similar technology which will affect negatively affect the speed and functionality of Our Services. By agreeing to our Terms, you acknowledge that Our Services will not work with Other Web Sites that use Google Recaptcha or similar technology.

11. Refunds

Fees paid by you are non-refundable, except as provided in these Terms or when required by law. By purchasing Our Services you agree that there are no returns, refunds, exchanges or cancellations except when required by law.

12. Purchasing

Our Services can be used to purchase products. You are responsible for any purchases, either purposeful or accidental, using Our Services including, but not limited to quantities, items, sizes, shapes and colors. We do not warranty or guarantee the functionality of Our Services.

13. Your Feedback

We encourage you to share your comments and questions with us but we may not be able to respond to all of them. Please note that we assume no responsibility for reviewing unsolicited ideas for our business (like product or advertising ideas) and will not incur any liability as a result of any similarities between those ideas and materials that may appear in future Nephoz products or services or Our Services. Also, please remember that you are responsible for whatever material you submit, including its reliability, originality, and copyright. Please do not reveal trade secrets or other confidential information in your messages. Any and all rights to materials submitted to us become the exclusive property of Nephoz. Further, by submitting Feedback you are granting us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to freely sublicense) to use, copy, modify, publicly perform, publicly display, reformat, translate, syndicate, republish, excerpt (in whole or in part) and distribute Feedback we receive from you for any purpose, including business, commercial, marketing, advertising, or otherwise.

Other Provisions

This Agreement constitutes the entire agreement between you and Nephoz and governs your use of Our Services, superseding any prior agreements with respect to the same subject matter between you and Nephoz. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, third-party software, or additional services. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Nephoz’s failure to enforce any right or provisions in these Terms will not constitute a waiver of such or any other provision. Nephoz will not be responsible for failures to fulfill any obligations due to causes beyond its control.

You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of Our Services. Your use of Our Services may also be subject to other laws. Risk of loss for all electronically delivered transactions pass to the acquirer upon electronic transmission to the recipient. No Nephoz employee or agent has the authority to vary this Agreement.

Nephoz is not responsible for changes to Other Web Sites that make Our Services ineffectual. Nephoz is not responsible for missing items or failure of Our Services. Children under the age of majority should review this Agreement with their parent or guardian to ensure that the child and parent or legal guardian understand it.

Contact Us

If you have any questions about these Terms, please contact us at support@nephoz.com

Do not purchase Our Services without reading these Terms in detail.