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Last Modified: July, 2019
Thank you for using Nullafi. Nullafi, a leading provider of enterprise cybersecurity, is created and offered by Joinesty Inc. (hereinafter, “Nullafi”, “us” or “we”). These Terms of Service (“TOS”) govern the use of the Nullafi platform, as well as on any website or mobile device that links to these TOS.
These TOS represent a binding contract between you and us, and by creating an account or otherwise accessing or using Nullafi, you expressly agree to be bound by them. These TOS affect your rights and designate the governing law and forum for the resolution of any and all disputes. If you do not agree to be bound by the TOS, you may not use Nullafi.
You agree that we may send communications to your email address for product offers and alerts, customer service, confirmations, and other, similar matters.
You may choose to opt out of much of this email correspondence via the link at the bottom of our emails.
Please note that even if you opt out, we will still send you account-related emails, such as purchase confirmation and password reset emails.
Nullafi is protected by U.S. and international intellectual property laws and you agree to abide by them. Without our prior written consent, you may not download, copy or store Nullafi content in any form outside of the Nullafi platform and you may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, or perform any Nullafi content. You agree that all data and algorithms used in connection with providing Nullafi to you are “trade secrets” as defined, without limitation, in the Illinois Trade Secrets Act. You agree to comply with reasonable written requests from us to help us in protecting our proprietary and intellectual property rights in Nullafi. All intellectual property rights in Nullafi are, as between you and us, the sole and exclusive property of Nullafi.
Notwithstanding the foregoing, any and all data that you upload to Nullafi is “Your Content.” You own any and all intellectual property rights to Your Content, but you agree that we can use, reproduce, modify, translate and adapt Your Content as necessary for purposes of enabling us to offer Nullafi, and/or the specific features you have elected to use, as well as for the continued development of Nullafi. You are responsible for Your Content and acknowledge that other than as set forth herein or as otherwise agreed to in a writing between you and us, Nullafi is not responsible for Your Content.
We appreciate when you provide us feedback through customer service or by email. We may use any feedback, comments, or suggestions without any obligations to you. For purposes of clarity, you hereby assign all intellectual property rights to us in any feedback, comments, or suggestions that you provide to us.
Your License to Use Nullafi
We are providing you with access to Nullafi pursuant to a limited, non-exclusive, non-sublicenseable, non-transferable, revocable license. You can use Nullafi for your own use only, and subject to these TOS. This license is available to you as long as you are not barred from Nullafi by applicable law and your account is not terminated by us or by you. If the TOS are not enforceable where you are located, you may not use Nullafi. We reserve all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.
Canceling Your Account
While we hope you are satisfied with Nullafi, you may cancel your account at any time via your Account Settings page, or by contacting our customer support team.
We may cancel or suspend your account at any time by providing you with written or email notice of such termination, in our sole discretion. Any such termination by Nullafi will be effective immediately.
Restrictions and Prohibited Uses
Nullafi is used by many people and organizations, and we are proud of the trust our users place in us. We expect, in turn, that our users do not misuse Nullafi. Except with our written permission, you may not:
Engaging in prohibited uses is grounds for immediate termination of your Nullafi account, and may also subject you to civil or criminal penalties.
Representations and Warranties
By registering for a Nullafi account, you represent and warrant that: (a) you have read, understand, and agree to be bound by the TOS, now or in future form; and (b) you have the authority to enter into the TOS on behalf of your organization, or the organization for which you are registering an account, and to bind that organization to these TOS.
YOU AGREE THAT USE OF NULLAFI IS AT YOUR SOLE RISK AND THAT NULLAFI IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NULLAFI AND EACH OF ITS AFFILIATES, OFFICERS AND/OR EMPLOYEES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING NULLAFI, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
WE STRIVE TO MAINTAIN NULLAFI ON A COMMERCIALLY REASONABLE BASIS, BUT CANNOT GUARANTEE THAT YOU WILL HAVE ACCESS TO NULLAFI OR THE NULLAFI PLATFORM AT ALL TIMES.
LIMITATION OF LIABILITY
IN NO EVENT SHALL NULLAFI OR ANY OF ITS AFFILIATES, OFFICERS AND/OR EMPLOYEES BE LIABLE WITH RESPECT TO NULLAFI FOR (I) IN THE AGGREGATE, ANY AMOUNT IN EXCESS OF THE FEES PAID BY YOU TO SUBSCRIBE TO NULLAFI, IF ANY, IN THE THREE (3) MONTHS PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY; (II) ANY LOST PROFITS, LOST DATA, OR FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION GOOD FAITH AND REASONABLE CARE ARISING OUT OF YOUR ACCESS TO OR USE OF NULLAFI; OR (III) ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.
YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. YOU UNDERSTAND THAT NULLAFI WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
You will indemnify and hold us, our affiliates, officers and/or employees harmless, including by paying costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your access to Nullafi, Your Content, or the violation of the TOS by you.
Agreement to Arbitrate and Waiver of Class Action Claims
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
If a dispute arises, our goal is to provide you a neutral and cost-effective means to resolve it quickly. Most disputes can be resolved informally. Before filing a claim against us, you agree to try to resolve the dispute by contacting us in writing at Joinesty, Inc., 320 W. Ohio Street, Suite 3W, Chicago, IL 60654 ATTN: NULLAFI DISPUTE NOTICE, or by email to email@example.com. Before we file a claim against you, we agree to contact you at the email address associated with your Nullafi account. If the dispute is not resolved within 30 days of notice, either you or we may bring a formal proceeding pursuant to the following procedures:
ARBITRATION IS DIFFERENT FROM COURT. THE RULES, INCLUDING DISCOVERY, ARE DIFFERENT AND NO JUDGE OR JURY IS PRESENT AT AN ARBITRATION. IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION, AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED. THE AWARD IS FINAL AND BINDING AND SUBJECT ONLY TO LIMITED REVIEW BY A COURT. YOU UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, YOU MAY HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
(a) Severability and Waiver. If any part of these TOS is held invalid or unenforceable, the remaining provisions of the TOS will remain in full effect and an enforceable term will be substituted reflecting yours and our intent as closely as possible. Either party’s failure to enforce any term or condition in the TOS is not a waiver of its right to do so later.
(b) Governing Law, Jurisdiction and Venue. Except to the extent preempted by the Federal Arbitration Act (“FAA”), the TOS are governed by Illinois law without regard to conflict of law provisions. Except as provided above, or to the extent preempted by the FAA, both parties further consent to the personal jurisdiction of and exclusive venue in the federal and state courts in Cook County, Illinois as the legal forum for any dispute between them.
(c) Assignment. You may not assign, subcontract, delegate, or otherwise transfer any of your rights and obligations under these TOS without the express prior written consent of Nullafi, which consent may be withheld at Nullafi’s discretion. Any attempted assignment or other transfer in violation of this section shall be void.
(d) Change Policy. The TOS may be updated from time to time. If we make material changes, we will provide advance notice to you either by email, by posting a notification on the Nullafi website, or by posting an updated TOS at least 30 days in advance of the effective date of the updated TOS. Please note that unless otherwise provided by applicable law, your continued use of Nullafi following the effective date means that you agree with, and consent to be bound by, the updated TOS.
(e) Miscellaneous. These TOS are the complete and exclusive statement of the mutual understanding of the parties and supersede all previous written and oral agreements relating to the subject matter of the TOS. If there is any conflict between the TOS and any additional terms, conditions, and rules posted by us on Nullafi, the TOS shall govern, unless otherwise indicated. Sections of the TOS which by their nature should survive any termination of the TOS will indeed so survive.