Terms of Service
Terms of Service
Term of Agreement
Relationship of Parties
Survival of Terms
Amendment and Modification
Choice of Law
No License or Transfer of Ownership
Terms of Service:
Nexcerpt is provided by Nexcerpt to you (Subscriber or you), subject to the Terms of Service set forth in this Agreement (TOS). The TOS comprises the entire agreement between you and Nexcerpt unless otherwise expressly documented in writing, and supersedes any prior agreements between you and Nexcerpt with respect to the subject matter of the TOS; provided, however, that you shall be subject to any additional terms and conditions of which you are notified. Nexcerpt may revise the TOS at any time, and such revision shall be effective thirty (30) days following posting notice of the revised TOS. You agree to review the TOS periodically to be aware of such revisions. If any such revision is unacceptable to you, you may terminate your subscription as provided below. Your continued use of Nexcerpt following notice of any such revision to the TOS shall be conclusively deemed acceptance of all such revisions.
You represent that you are at least eighteen years old. By registering as a Subscriber, you will receive a password and an account. You are entirely liable for all activities conducted through your account and any sub-accounts. (A Subscriber may permit another individual, including a minor, to use the Subscriber's Account subject to Subscriber supervision and with assumption of all resulting liabilities.) You agree to provide Nexcerpt with accurate, complete, and updated registration information; failure to do so shall constitute a breach of this Agreement and unauthorized access to Nexcerpt, may result in immediate termination of your account and may subject you to civil and/or criminal liability.
Term of Agreement:
Either party may terminate this Agreement immediately upon written notice to the other party if such other party has failed to make a required payment or otherwise materially breached any term or provision of this Agreement and such failure or other breach has remained uncured for a period of ten (10) days following written notice from the non-breaching party. Subject to these termination rights, this Agreement shall remain in force for a period of twelve (12) months and thereafter until it is terminated by one of the parties. Following the initial term of this Agreement, either party may terminate this Agreement at any time with or without cause by giving at least ninety (90) days notice to the other party.
Relationship of Parties:
Neither party to this Agreement and none of their respective agents, employees, representatives, or independent contractors shall (i) be considered an agent, employee, or repre-sentative of the other party for any purpose whatsoever, (ii) have any authority to make any agreement or commitment for the other party or to incur liability or obligation in the other party's name or on its behalf, or (iii) represent to third parties that any of them has any right so to bind the other party hereto. Nothing contained in this Agreement shall be construed or interpreted as creating an agency, partnership, or joint venture relationship between the parties. Neither party shall make any representation to a third party that reflects badly on the other party's goodwill or reputation or is likely to subject the other party to liability beyond the obligations specifically contemplated by this Agreement.
You expressly agree that use of Nexcerpt and the Internet are at your sole risk. Nexcerpt is provided on an as is, as available basis without warranties of any kind, either express or implied, unless such warranties are legally incapable of exclusion. If Nexcerpt experiences an interruption in service, including interruptions in Internet access, interruptions for routine maintenance of Nexcerpt, or any other reason, Nexcerpt's entire liability and your exclusive remedy shall be one day of free service for each day of interruption. Nexcerpt's liability to you for breach of this Agreement is limited solely to the amount paid by you to access and use Nexcerpt for the 30 days immediately proceeding the breech. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states Nexcerpt's liability is limited to the extent permitted by law.
You may not translate, reverse engineer or reverse compile or decompile, disassemble or make derivative works from Nexcerpt. You may not modify Nexcerpt in any manner or form, or use it in any way which is not expressly authorized by Nexcerpt, including, without limitation, for the purpose of obtaining unauthorized access to Nexcerpt (e.g., hacking).
Survival of Terms:
All representations and warranties of the parties and all of their payment and
indemnification obligations shall survive termination of this Agreement.
Without precluding any other sufficient form of notice, all notices, demands, or other communications under this Agreement shall be deemed given if served personally or sent by fax, overnight courier, or first class mail to the respective addresses of the parties as set out in this Agreement and directed to the attention of the individuals signing this Agreement on behalf of the parties or to another address or individual specified by the party.
This Agreement, together with any attachments, exhibits, and supplements specifically referenced herein, constitutes the complete and exclusive statement of the agreement and understanding between the parties, which supersedes and merges any and all previous and contemporaneous understandings, negotiations, proposals, agreements, and representations, whether oral or written, relating to matters contemplated by this Agreement.
Amendment and Modification:
No supplement, modification, or amendment of this Agreement shall be binding unless it is expressed in writing, signed by both parties. The failure of either party to insist on any occasion upon strict adherence to any provision of this Agreement shall not be considered a waiver of any of its rights or remedies, nor shall it relieve the other party from performing any subsequent obligation strictly in accordance with the terms of this Agreement.
This Agreement may not be assigned by either party without the prior written consent of the other, except that a merger, consolidation, or sale of substantially all of the assets of a party shall not be considered an assignment and shall not require the other party's consent.
Choice of Law:
This Agreement shall be governed by and construed in accordance with the laws
of the State of Michigan (except that body of laws controlling conflict of laws).
Any dispute or difference that may arise between the parties that is not amicably settled by the parties shall be submitted solely and exclusively to arbitration in accordance with the Rules of the American Arbitration Association, except as may be modified by agreement of the parties. The decision of the arbitrator shall be final and binding on the parties and judgment on the award may be entered in and enforced by any court having jurisdiction hereof. The prevailing party shall be entitled to an award of expenses and reasonable attorneys' fees.
No License or Transfer of Ownership:
Nothing in this Agreement shall operate to grant from Nexcerpt to Client any license, ownership, or other proprietary rights or interests in Nexcerpt Service or any other technology or property of Nexcerpt, except the right to access and use such technology as provided in this Agreement.