End User - Service Terms and Conditions
IMPORTANT-READ CAREFULLY: This Access Agreement ("Agreement")
is a legal contract between you ("you") and
Nalpeiron (as designated below) for the Nalpeiron Licensing Service
By accessing or otherwise using the Service, you agree to be bound by
the terms of this Agreement and you represent that you are authorized
to enter into this Agreement on behalf of your corporate entity (if
applicable). If you do not wish to be bound by the terms of this Agreement
do not access or use the Service.
1. Your relationship with Nalpeiron
1.1 Your use of Nalpeiron’s products, software, services and
web sites (referred to collectively as the “Services” in
this document and excluding any services provided to you by Nalpeiron
under a separate written agreement) is subject to the terms of a legal
agreement between you and Nalpeiron. “Nalpeiron” means
Nalpeiron Inc., whose principal place of business is at 2225 E. Bayshore
Road, Suite 200, Palo Alto, CA 94303, U.S. This document explains how
the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with Nalpeiron, your agreement
with Nalpeiron will always include, at a minimum, the terms and conditions
set out in this document. These are referred to below as the “Universal
1.3 Your agreement with Nalpeiron will also include the terms of any
Legal Notices applicable to the Services, in addition to the Universal
Terms. All of these are referred to below as the “Additional
Terms”. Where Additional Terms apply to a Service, these will
be accessible for you to read either within, or through your use of,
1.4 The Universal Terms, together with the Additional Terms, form
a legally binding agreement between you and Nalpeiron in relation to
your use of the Services. It is important that you take the time to
read them carefully. Collectively, this legal agreement is referred
to below as the “Terms”.
1.5 If there is any contradiction between what the Additional Terms
say and what the Universal Terms say, then the Additional Terms shall
take precedence in relation to that Service.
2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms.
You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is
made available to you by Nalpeiron in the user interface for any Service;
(B) by actually using the Services. In this case, you understand and
agree that Nalpeiron will treat your use of the Services as acceptance
of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a)
you are not of legal age to form a binding contract with Nalpeiron,
or (b) you are a person barred from receiving the Services under the
laws of the United States or other countries including the country
in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy
of the Universal Terms for your records.
3. Language of the Terms
3.1 Where Nalpeiron has provided you with a translation of the English
language version of the Terms, then you agree that the translation
is provided for your convenience only and that the English language
versions of the Terms will govern your relationship with Nalpeiron.
3.2 If there is any contradiction between what the English language
version of the Terms says and what a translation says, then the English
language version shall take precedence.
4. Provision of the Services by Nalpeiron
4.1 Nalpeiron has subsidiaries and affiliated legal entities around
the world (“Subsidiaries and Affiliates”). Sometimes, these
companies will be providing the Services to you on behalf of Nalpeiron
itself. You acknowledge and agree that Subsidiaries and Affiliates
will be entitled to provide the Services to you.
4.2 Nalpeiron is constantly innovating in order to provide the best
possible experience for its users. You acknowledge and agree that the
form and nature of the Services which Nalpeiron provides may change
from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and agree
that Nalpeiron may stop (permanently or temporarily) providing the
Services (or any features within the Services) to you or to users generally
at Nalpeiron’s sole discretion, without prior notice to you.
You may stop using the Services at any time. You do not need to specifically
inform Nalpeiron when you stop using the Services.
4.4 You acknowledge and agree that if Nalpeiron disables access to
your account, you may be prevented from accessing the Services, your
account details or any files or other content which is contained in
4.5 You acknowledge and agree that while Nalpeiron may not currently
have set a fixed upper limit on the number of transmissions you may
send or receive through the Services or on the amount of storage space
used for the provision of any Service, such fixed upper limits may
be set by Nalpeiron at any time, at Nalpeiron’s discretion.
5. Use of the Services by you
5.1 In order to access certain Services, you may be required to provide
information about yourself (such as identification or contact details)
as part of the registration process for the Service, or as part of
your continued use of the Services. You agree that any registration
information you give to Nalpeiron will always be accurate, correct
and up to date.
5.2 You agree to use the Services only for purposes that are permitted
by (a) the Terms and (b) any applicable law, regulation or generally
accepted practices or guidelines in the relevant jurisdictions (including
any laws regarding the export of data or software to and from the United
States or other relevant countries).
5.3 You agree not to access (or attempt to access) any of the Services
by any means other than through the interface that is provided by Nalpeiron,
unless you have been specifically allowed to do so in a separate agreement
with Nalpeiron. You specifically agree not to access (or attempt to
access) any of the Services through any automated means (including
use of scripts or web crawlers) and shall ensure that you comply with
the instructions set out in any robots.txt file present on the Services.
5.4 You agree that you will not engage in any activity that interferes
with or disrupts the Services (or the servers and networks which are
connected to the Services).
5.5 Unless you have been specifically permitted to do so in a separate
agreement with Nalpeiron, you agree that you will not reproduce, duplicate,
copy, sell, trade or resell the Services for any purpose.
5.6 You agree that you are solely responsible for (and that Nalpeiron
has no responsibility to you or to any third party for) any breach
of your obligations under the Terms and for the consequences (including
any loss or damage which Nalpeiron may suffer) of any such breach.
6. Your passwords and account security
6.1 You agree and understand that you are responsible for maintaining
the confidentiality of passwords associated with any account you use
to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to
Nalpeiron for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or
of your account, you agree to notify Nalpeiron immediately at http://www.nalpeiron.com/contact/
7. Privacy and your personal information
7.1 For information about Nalpeiron’s data protection practices,
This policy explains how Nalpeiron treats your personal information,
and protects your privacy, when you use the Services.
7.2 You agree to the use of your data in accordance with Nalpeiron’s
8. Content in the Services
8.1 You understand that all information (such as data files, written
text, computer software, music, audio files or other sounds, photographs,
videos or other images) which you may have access to as part of, or
through your use of, the Services are the sole responsibility of the
person from which such content originated. All such information is
referred to below as the “Content”.
8.2 You should be aware that Content presented to you as part of the
Services, including but not limited to advertisements in the Services
and sponsored Content within the Services may be protected by intellectual
property rights which are owned by the sponsors or advertisers who
provide that Content to Nalpeiron (or by other persons or companies
on their behalf). You may not modify, rent, lease, loan, sell, distribute
or create derivative works based on this Content (either in whole or
in part) unless you have been specifically told that you may do so
by Nalpeiron or by the owners of that Content, in a separate agreement.
8.3 Nalpeiron reserves the right (but shall have no obligation) to
pre-screen, review, flag, filter, modify, refuse or remove any or all
Content from any Service. There are commercially available services
and software to limit access to material that you may find objectionable.
8.4 You understand that by using the Services you may be exposed to
Content that you may find offensive, indecent or objectionable and
that, in this respect, you use the Services at your own risk.
8.5 You agree that you are solely responsible for (and that Nalpeiron
has no responsibility to you or to any third party for) any Content
that you create, transmit or display while using the Services and for
the consequences of your actions (including any loss or damage which
Nalpeiron may suffer) by doing so.
9. Proprietary rights
9.1 You acknowledge and agree that Nalpeiron (or Nalpeiron’s
licensors) own all legal right, title and interest in and to the Services,
including any intellectual property rights which subsist in the Services
(whether those rights happen to be registered or not, and wherever
in the world those rights may exist). You further acknowledge that
the Services may contain information which is designated confidential
by Nalpeiron and that you shall not disclose such information without
Nalpeiron’s prior written consent.
9.2 Unless you have agreed otherwise in writing with Nalpeiron, nothing
in the Terms gives you a right to use any of Nalpeiron’s trade
names, trade marks, service marks, logos, domain names, and other distinctive
9.3 You agree that you shall not remove, obscure, or alter any proprietary
rights notices (including copyright and trade mark notices) which may
be affixed to or contained within the Services.
9.4 Unless you have been expressly authorized to do so in writing
by Nalpeiron, you agree that in using the Services, you will not use
any trade mark, service mark, trade name, logo of any company or organization
in a way that is likely or intended to cause confusion about the owner
or authorized user of such marks, names or logos.
10. License from Nalpeiron
10.1 Nalpeiron gives you a personal, worldwide, royalty-free, non-assignable
and non-exclusive licence to use the software provided to you by Nalpeiron
as part of the Services as provided to you by Nalpeiron (referred to
as the “Software” below). This licence is for the sole
purpose of enabling you to use and enjoy the benefit of the Services
as provided by Nalpeiron, in the manner permitted by the Terms.
10.2 You may not (and you may not permit anyone else to) copy, modify,
create a derivative work of, reverse engineer, decompile or otherwise
attempt to extract the source code of the Software or any part thereof,
unless this is expressly permitted or required by law, or unless you
have been specifically told that you may do so by Nalpeiron, in writing.
10.3 Unless Nalpeiron has given you specific written permission to
do so, you may not assign (or grant a sub-licence of) your rights to
use the Software, grant a security interest in or over your rights
to use the Software, or otherwise transfer any part of your rights
to use the Software.
11. Content licence from you
11.1 You retain copyright and any other rights you already hold in
Content which you submit, post or display on or through, the Services.
By submitting, posting or displaying the content you give Nalpeiron
a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive
licence to reproduce, adapt, modify, translate, publish, publicly perform,
publicly display and distribute any Content which you submit, post
or display on or through, the Services. This licence is for the sole
purpose of enabling Nalpeiron to display, distribute and promote the
Services and may be revoked for certain Services as defined in the
Additional Terms of those Services.
11.2 You agree that this licence includes a right for Nalpeiron to
make such Content available to other companies, organizations or individuals
with whom Nalpeiron has relationships for the provision of syndicated
services, and to use such Content in connection with the provision
of those services.
11.3 You understand that Nalpeiron, in performing the required technical
steps to provide the Services to our users, may (a) transmit or distribute
your Content over various public networks and in various media; and
(b) make such changes to your Content as are necessary to conform and
adapt that Content to the technical requirements of connecting networks,
devices, services or media. You agree that this licence shall permit
Nalpeiron to take these actions.
11.4 You confirm and warrant to Nalpeiron that you have all the rights,
power and authority necessary to grant the above licence.
12. Software updates
12.1 The Software which you use may automatically download and install
updates from time to time from Nalpeiron. These updates are designed
to improve, enhance and further develop the Services and may take the
form of bug fixes, enhanced functions, new software modules and completely
new versions. You agree to receive such updates (and permit Nalpeiron
to deliver these to you) as part of your use of the Services.
13. Ending your relationship with Nalpeiron
13.1 The Terms will continue to apply until terminated by either you
or Nalpeiron as set out below.
13.2 If you want to terminate your legal agreement with Nalpeiron,
you may do so by (a) notifying Nalpeiron at any time and (b) closing
your accounts for all of the Services which you use, where Nalpeiron
has made this option available to you. Your notice should be sent,
in writing, to Nalpeiron’s address which is set out at the beginning
of these Terms.
13.3 Nalpeiron may at any time, terminate its legal agreement with
(A) you have breached any provision of the Terms (or have acted in
manner which clearly shows that you do not intend to, or are unable
to comply with the provisions of the Terms); or
(B) Nalpeiron is required to do so by law (for example, where the
provision of the Services to you is, or becomes, unlawful); or
(C) the partner with whom Nalpeiron offered the Services to you has
terminated its relationship with Nalpeiron or ceased to offer the Services
to you; or
(D) Nalpeiron is transitioning to no longer providing the Services
to users in the country in which you are resident or from which you
use the service; or
(E) the provision of the Services to you by Nalpeiron is, in Nalpeiron’s
opinion, no longer commercially viable.
13.4 Nothing in this Section shall affect Nalpeiron’s rights
regarding provision of Services under Section 4 of the Terms.
13.5 When these Terms come to an end, all of the legal rights, obligations
and liabilities that you and Nalpeiron have benefited from, been subject
to (or which have accrued over time whilst the Terms have been in force)
or which are expressed to continue indefinitely, shall be unaffected
by this cessation, and the provisions of paragraph 20.7 shall continue
to apply to such rights, obligations and liabilities indefinitely.
14. EXCLUSION OF WARRANTIES
14.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE
OR LIMIT NALPEIRON’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY
NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE
LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE,
BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL
DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR
JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO
THE MAXIMUM EXTENT PERMITTED BY LAW.
14.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES
IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS
14.3 IN PARTICULAR, NALPEIRON, ITS SUBSIDIARIES AND AFFILIATES, AND
ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE
OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE
SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE
PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
14.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE
OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR
OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY
14.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
YOU FROM Nalpeiron OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
14.6 Nalpeiron FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
15. LIMITATION OF LIABILITY
15.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY
UNDERSTAND AND AGREE THAT NALPEIRON, ITS SUBSIDIARIES AND AFFILIATES,
AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY
DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY
THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY
LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS
OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST
OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT
NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE
OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION
BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS
ON THE SERVICES;
(II) ANY CHANGES WHICH NALPEIRON MAY MAKE TO THE SERVICES, OR FOR
ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES
(OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT
AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH
YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE NALPEIRON WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE
15.2 THE LIMITATIONS ON NALPEIRON’S LIABILITY TO YOU IN PARAGRAPH
15.1 ABOVE SHALL APPLY WHETHER OR NOT NALPEIRON HAS BEEN ADVISED OF
OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
16. Copyright and trade mark policies
16.1 It is Nalpeiron’s policy to respond to notices of alleged
copyright infringement that comply with applicable international intellectual
property law (including, in the United States, the Digital Millennium
Copyright Act) and to terminating the accounts of repeat infringers.
17.1 Some of the Services may be supported by advertising revenue
and may display advertisements and promotions. These advertisements
may be targeted to the content of information stored on the Services,
queries made through the Services or other information.
17.2 The manner, mode and extent of advertising by Nalpeiron on the
Services are subject to change without specific notice to you.
17.3 In consideration for Nalpeiron granting you access to and use
of the Services, you agree that Nalpeiron may place such advertising
on the Services.
18. Other content
18.1 The Services may include hyperlinks to other web sites or content
or resources. Nalpeiron may have no control over any web sites or resources
which are provided by companies or persons other than Nalpeiron.
18.2 You acknowledge and agree that Nalpeiron is not responsible for
the availability of any such external sites or resources, and does
not endorse any advertising, products or other materials on or available
from such web sites or resources.
18.3 You acknowledge and agree that Nalpeiron is not liable for any
loss or damage which may be incurred by you as a result of the availability
of those external sites or resources, or as a result of any reliance
placed by you on the completeness, accuracy or existence of any advertising,
products or other materials on, or available from, such web sites or
19. Changes to the Terms
19.1 Nalpeiron may make changes to the Universal Terms or Additional
Terms from time to time.
19.2 You understand and agree that if you use the Services after the
date on which the Universal Terms or Additional Terms have changed,
Nalpeiron will treat your use as acceptance of the updated Universal
Terms or Additional Terms.
20. General legal terms
20.1 Sometimes when you use the Services, you may (as a result of,
or through your use of the Services) use a service or download a piece
of software, or purchase goods, which are provided by another person
or company. Your use of these other services, software or goods may
be subject to separate terms between you and the company or person
concerned. If so, the Terms do not affect your legal relationship with
these other companies or individuals.
20.2 The Terms constitute the whole legal agreement between you and
Nalpeiron and govern your use of the Services (but excluding any services
which Nalpeiron may provide to you under a separate written agreement),
and completely replace any prior agreements between you and Nalpeiron
in relation to the Services.
20.3 You agree that Nalpeiron may provide you with notices, including
those regarding changes to the Terms, by email, regular mail, or postings
on the Services.
20.4 You agree that if Nalpeiron does not exercise or enforce any
legal right or remedy which is contained in the Terms (or which Nalpeiron
has the benefit of under any applicable law), this will not be taken
to be a formal waiver of Nalpeiron’s rights and that those rights
or remedies will still be available to Nalpeiron.
20.5 If any court of law, having the jurisdiction to decide on this
matter, rules that any provision of these Terms is invalid, then that
provision will be removed from the Terms without affecting the rest
of the Terms. The remaining provisions of the Terms will continue to
be valid and enforceable.
20.6 You acknowledge and agree that each member of the group of companies
of which Nalpeiron is the parent shall be third party beneficiaries
to the Terms and that such other companies shall be entitled to directly
enforce, and rely upon, any provision of the Terms which confers a
benefit on (or rights in favor of) them. Other than this, no other
person or company shall be third party beneficiaries to the Terms.
20.7 The Terms, and your relationship with Nalpeiron under the Terms,
shall be governed by the laws of the State of Delaware without regard
to its conflict of laws provisions. You and Nalpeiron agree to submit
to the exclusive jurisdiction of the courts located in Delaware to
resolve any legal matter arising from the Terms. Notwithstanding this,
you agree that Nalpeiron shall still be allowed to apply for injunctive
remedies (or an equivalent type of urgent legal relief) in any jurisdiction.