PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICE 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.
Please read on to learn the rules and restrictions that govern your use of our websites, products, services and applications (the “Service”). These Terms of Service (the “Terms”) are a binding contract between you and NPX, Inc. (“NPX,” “we”, “our” and “us”). 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 NPX’s websites, applications, products and other properties and include the provisions in this document.
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.
1. Terms of Service
As part of using the Service you may be required to sign up for an account and select a password and email or username (your “User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your 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 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.
You represent, warrant, and agree that you will not contribute or submit any User Submission or other materials or otherwise use the Service or interact with the Service in a manner that:
- Infringes or violates the intellectual property rights or any other rights of anyone else (including NPX);
- Violates any law or regulation, including without limitation any applicable export control laws and/or data privacy laws, or would cause NPX to be in violation of any law or regulation (including, without limitation, any laws relating to labor, employment, or the issuance of securities);
- Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- Jeopardizes the security of your NPX account or anyone else’s (such as allowing someone else to log in to the Service as you);
- Attempts, in any manner, to obtain the password, account, or other security information from any other user;
- Violates the security of any computer network, or cracks any passwords or security encryption codes;
- 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);
- Crawls, scrapes, or spiders any page, data, or portion of or relating to the Service or Content (through use of manual or automated means);
- 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);
- Copies or stores any significant portion of the Content;
- Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Service.
- A violation of any of the foregoing is grounds for account suspension or termination of your right to use or access the Service.
3. Rights and Responsibilities
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. 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 rights. Notwithstanding the foregoing, you may display insubstantial excerpts of Content for criticism, commentary, news reporting, teaching, scholarship, research and similar purposes, provided that the use does not compete with the Service and that proper attribution is provided to NPX. Any other uses of Content require NPX’s prior written consent. You understand that NPX 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.
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.
You are responsible for all Content you contribute, in any manner, to the Service, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. Content includes, without limitation, personally identifiable information about you or any other person. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Service.
Your interactions with organizations and/or individuals found on or through the Service, including 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 NPX 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 NPX is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release NPX, 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.
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 NPX to refer to the owners of the Third-Party Trademark(s) in question and use by NPX is not intended to (and does not) constitute or imply any kind of relationship between NPX 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.
Any statements made by NPX, oral or written, about new Service features or functionality are intended to outline NPX’s general product direction for information purposes only and are not a commitment to deliver any material, applications, or functionality, and should not be relied upon. The development, release, and timing of any features or functionality remains at NPX’s sole discretion.
4. Termination of Service
NPX 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. NPX 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 account NPX may require you to expunge some or all of the Content in your possession, and you will do so promptly.
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 NPX 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 NPX agree that these Terms are the complete and exclusive statement of the mutual understanding between you and NPX, 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 NPX, and you do not have any authority of any kind to bind NPX in any respect whatsoever
5. Changes to the Terms of Service
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 the 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.
6. Warranty Disclaimer
Neither NPX nor its licensors or suppliers makes any representations or warranties concerning the Service or 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 through the Service are provided “AS IS” and without any warranty of any kind from NPX or others. THE SERVICE AND CONTENT ARE PROVIDED BY NPX (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 SERVICE 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.
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 NPX (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 NPX 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.
You agree to indemnify and hold NPX, 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.
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 NPX’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
9. Choice of Law
These Terms are governed by and will be construed under the laws of the Republic of Korea, 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 NPX or against any director, officer or employee of NPX in their personal capacity) shall be finally settled in Seoul, Republic of Korea. 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. 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 NPX ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.