Terms of Service

Terms of service

Last Updated: April 12, 2021

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICE (DEFINED BELOW) IS SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICE IN ANY MANNER.

These Terms of Service (the “Terms”) are a binding contract between you and Nuna Network LLC (“Nuna,” “we” and “us”) , which sets out the rules and restrictions that govern your use of our websites, products, services and applications (the “Service”). By using the Service in any way, you agree to and accept all of these Terms, and these Terms will remain in effect at all times while you use the Service or any data obtained through the Service. These Terms govern your access to the Service and use of all data, content and other information on Nuna’s websites, applications, products and other properties and include the provisions in this document, as well as those in the Privacy Policy.

These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Use of the Service

As part of using the Service you may be required to sign up for an account and select a password and email or user name (your “Nuna User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Nuna User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. Your right to access the Service is personal to you and you may not transfer your account to anyone else without our prior written permission. You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account. You will only use the Service and Content (defined below) in a manner that complies with all laws that apply to you. If your use of the Service is prohibited by applicable laws, then you aren’t authorized to use the Service. We can’t and won’t be responsible for your use of the Service in any way that breaks the law.

You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Service and gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). If you believe there has been unauthorized access or use of the Services through your account credentials, you must notify Nuna immediately by emailing support@nunanetwork.com. Nuna reserves the right in its sole discretion to suspend, disable or terminate your account or your access to it or to change your account ID, user name or password at any time.

Restrictions of your use of the Service

You represent, warrant, and agree that you will not contribute or submit any User Submission (defined below) or other materials or otherwise use the Service or interact with the Service in a manner that:

(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including Nuna);

(b) Violates any law or regulation, including without limitation any applicable export control laws and/or data privacy laws, or would cause Nuna to be in violation of any law or regulation (including, without limitation, any laws relating to labor, employment, or the issuance of securities);

(d) Jeopardizes the security of your Nuna account or anyone else’s (such as allowing someone else to log in to the Service as you);

(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;

(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;

(g) Runs any form of auto-responder or “spam” on the Service, or any processes that run or are activated while you are not logged into the Service, or that otherwise interfere with the proper working of the Service (including by placing an unreasonable load on the Service infrastructure);

(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Service or Content (through use of manual or automated means);

(i) Circumvents or attempts to circumvent any features, limitations, or restrictions of the Service (including, without limitation, attempting to access, download, export, or otherwise use or exploit any Content using any automated means or tools);

(j) Copies or stores any significant portion of the Content;

(k) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Service.

Nuna may track, monitor, report, analyze, and limit your usage of the Services. A violation of any of the foregoing is grounds for account suspension or termination of your right to use or access the Service.

Exceptions to the restrictions of your use of the Services

Subject to the terms of the Terms hereof, if you are an authorized user, you are entitled to incorporate de minimis amounts of data that have no independent commercial value derived from the Services into presentations and reports for use solely in connection with your internal business operations. Specifically, you have the right to distribute in the ordinary course of your business limited extracts of data derived from the Services to employees, affiliates, clients and/or prospective clients, in the form of charts, graphs, graphics, pitch books, presentations, statistics, research reports and other reports; provided, however, that in each case: (i) Nuna retains sole ownership over any content incorporated in the Services; (ii) data derived from the Content is not used to create a commercial business or service that would serve as a substitute for the Services; (iii) the distributed presentations, reports, etc., are not issued on behalf of any unaffiliated third party; (iv) the following source attribution is included: “Source: Nuna Network LLC”; and (v) any publication of aggregated valuation data is first approved in writing by Nuna.

Your rights with respect to the Service

The materials displayed or published or available on or through the Service, including, but not limited to, text, graphics, data, articles, information, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Service in any way (including through the Nuna’s website, API, mobile applications, downloads, etc.). You will not use, copy, reproduce, adapt, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you in a way that violates someone else’s (including Nuna’s) rights.

Any other uses of Content require Nuna’s prior written consent.

You understand that Nuna owns the Service. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, re-sell, sublicense, re-distribute, or otherwise exploit any aspect of the Service.

DMCA

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Nuna, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers.

Content on the Service & Third-Party Services

Any information or Content publicly posted or privately transmitted through the Service is the sole responsibility of the person or organization from whom such Content originated. You access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Service. We can’t guarantee the identity of any users with whom you interact when using the Service and are not responsible for which users gain access to the Service.

The Service may contain content, data, links or connections to or from third-party websites or services that are not owned or controlled by Nuna (“Third-Party Service(s)”). When you access or use Third-Party Services, you accept that there are risks in doing so, and that Nuna is not responsible for such risks. We encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each Third-Party Service that you visit or utilize.

Nuna has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third-Party Services or by any third-party that you interact with through the Service. In addition, Nuna will not and cannot monitor, verify, censor or edit the content of any Third-Party Services. By using the Service, you release and hold us harmless from any and all liability arising from your access to or use of any Third-Party Service.

Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services (if applicable), and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third-parties. You agree that Nuna shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or between users and any third-party, you agree that Nuna is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Nuna, its affiliates, and its and their directors, officers, agents, employees, partners, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Service. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

Change of the Service

We’re always trying to improve the Service, so it may change over time. We may suspend or discontinue any part of the Service, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Service. We’ll try to give you notice when we make a material change to the Service that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Service at any time, for any reason (including, but not limited to, if someone alleges that Content was contributed in violation of these Terms), in our sole discretion, and without notice.

From time to time, Nuna may require you to expunge some or all of the Content in your possession, and you will do so promptly upon request.

Service Fee

We reserve the right to charge for certain parts or all of the Service. Certain aspects or uses of the Service require you to pay fees, for example, in order to access certain content or be able to download or export data. Visit our products page for current descriptions of these services and the applicable fees. You agree to pay all fees which apply to your use of the Service. Nuna reserves the right to change any fees and pricing applicable to the Service at any time upon notice to you (which may be sent by email or posted on our website). Your use of the Service following such notification constitutes your acceptance of any new or increased fees.

Cancellation of Service

You’re free to cancel only if your usage of Services is on recurring subscription (which means the subscriptions are recurring and will automatically renew after the end of each paid subscription period). When you cancel such a recurring subscription under your Nuna User ID, you cancel only future charges associated with your subscription. Cancellations are effective at the end of the current billing period, and as such, Nuna does not offer prorated refunds for cancelled subscriptions. You will not receive a refund for the current billing cycle as you will continue to have the same access and benefits of your subscription for the remainder of the current billing period.

Nuna is also free to terminate (or suspend access to) your use of the Service or your account, for any reason in our discretion, including your breach of these Terms. Nuna has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

Additionally, upon termination of your Nuna User ID may require you to expunge some or all of the Content in your possession, and you will do so promptly.

Change of the Terms

We are constantly trying to improve our Service, so these Terms may need to change along with the Service. We reserve the right to change these Terms at any time, but if we do, we will bring it to your attention by placing a notice on our website, by sending you an email, and/or by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Service. If you use the Service in any way after a change to these Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by you and Nuna.

Privacy Policy

Nuna takes the privacy of its users very seriously. your use of the Site is subject to the terms of the Nuna Privacy Policy, a current copy of which is available for your review on Nuna’s website. Nuna reserves the right to amend the Privacy Policy at any time without notice, in which case the amended Privacy Policy will be posted on the Site.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children. We do not knowingly collect or solicit personally identifiable information from children under 16; if you are a child under 16, please do not attempt to register for the Service or send any personal information about yourself to us. If we learn we have collected personal information from a child under 16, we will delete that information as quickly as possible.

Miscellaneous

Warranty Disclaimer. Neither Nuna nor its licensors or suppliers makes any representations or warranties concerning any Content contained in or accessed through the Service, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of any materials (including Content) contained in or accessed through the Service. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Service. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Service are provided “AS IS” and without any warranty of any kind from Nuna or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third-party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY NUNA(AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, NEGLIGENCE, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL Nuna (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO NUNA IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold Nuna, its affiliates, and its and their directors, officers, agents, employees, partners, and successors harmless from and against any and all claims, liabilities, penalties (including governmental fines), damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way relating to (a) your use of the Service (including any actions taken by a third-party using your account), or (b) your violation of these Terms.

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Service account, in any way (by operation of law or otherwise) without Nuna’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of New York, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms (whether brought against Nuna or against any director, officer or employee of Nuna in their personal capacity) shall be finally settled in New York County, New York, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Service, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in New York County, New York. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND NUNA ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Third-Party Trademarks. All third-party names, logos, product and service names, designs, and slogans (collectively, “Third-Party Trademark(s)”) contained in the Service are the property of their respective owners. Third-Party Trademarks are used by Nuna to refer to the owners of the Third-Party Trademark(s) in question and use by Nuna is not intended to (and does not) constitute or imply any kind of relationship between Nuna and the owners of the Third-Party Trademark(s) in question, including any affiliation, sponsorship, endorsement or approval of products and/or services, unless otherwise expressly indicated.

Others. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Service, provided that Nuna may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.You and Nuna agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Nuna, and that they supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Nuna, and you do not have any authority of any kind to bind Nuna in any respect whatsoever.