Terms and Conditions
1. Terms of Service
Welcome to NuVuw! We invite you to access our websites and use the NuVuw service, but please note that your invitation is subject to your agreement with these Terms of Service. This document describes in detail your rights and our rights relating to the provision of the Service (as defined below), so please review these Terms carefully.
What Are the Terms of Service?
What Is the NuVuw Service?
The NuVuw Software (as defined below), the NuVuw service, and other products, services and websites hosted or made available by NuVuw, including, for example our App and Help & Learning pages are collectively referred to in these Terms as the “Service”. In exchange for being enabled to use the Service, you agree to abide by these Terms.
If This Is a Contract, Who Are the Parties?
You, the Account Holder, are one party to this contract. (An Account Holder is the person or entity who has contracted with NuVuw as either an individual Home Owner user or as a Business Customer as defined in our NuVuw Business Agreement.)
If you reside in the United Kingdom, then the other party to this contract is NuVuw Limited, a company registered in England. If you reside in Malta, then the other party to this contract is NuVuw Limited., a company headquartered in the city of St Julians, Malta. If you reside outside of the United Kingdom, then the other party to this contract is NuVuw Limited, a company registered in England and NuVuw Limited, as applicable, may be referred to in these Terms of Service as “NuVuw,” “we” and sometimes “us”).
On some occasions, you may be purchasing products or service subscriptions from an authorized reseller. Please review our Commercial Terms for information about additional contract terms relating to such purchases.
Is This the Only Contract I Have with NuVuw?
It depends upon how you interact with the NuVuw service and our software applications. If you install any NuVuw Software on your computing devices, you may be asked to agree to an end user license agreement. If you pay for an NuVuw subscription, you will be asked to agree to the Commercial Terms. If you use related NuVuw products or services (such as NuVuw Business) or participate in our User Forum, you may also need to enter into a separate agreement with us (usually by clicking “accept” or “agree”). We refer to each of these as a “Separate Agreement.” If that happens, the Separate Agreement shall take precedence if there is a conflict between those terms and this Terms of Service document, to the extent of such conflict and with respect to the particular subject matter of that Separate Agreement.
Will These Terms of Service Ever Change?
These Terms may be amended as new features, technology, or legal requirements arise, so please check back from time to time. If we make a significant change, we’ll notify you and, where required, seek your consent.
If we do update these Terms, you are free to decide whether to accept the updated terms or to stop using our Service (see “How is My Account Closed” below); your continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms. Except for changes made by us as described here, no other amendment or modification of these Terms shall be effective unless set forth in a written agreement expressly amending these Terms and bearing a written signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose.
What Do I Have to do to Use the NuVuw Service?
First, you need to create an NuVuw service account. You create an account by providing us with an email address and creating a password. We refer to this as your “Basic Subscriber Information”. We encourage you to use a distinct and non-obvious password that is different from passwords you use for any other service. You are responsible for maintaining the accuracy, completeness and confidentiality of your Basic Subscriber Information, and you will be responsible for all activities that occur under your account, including activities of others to whom you have provided your Basic Subscriber Information. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Basic Subscriber Information secure. If you discover any unauthorized use of your Basic Subscriber Information or suspect that anyone may be able to access your private Content without authorization, you should immediately change your password and notify our Business Customer Support team.
Second, you will need to access your account through a web browser or by installing our client software on your tablets and phones. Obtaining those devices and paying for their connectivity and data plans is your responsibility. NuVuw also has no responsibility for the availability of the Internet and other telecommunication services necessary to access the Service.
Can I Share My Account with Someone Else?
NuVuw service accounts should not be shared. If you share your Basic Subscriber Information with anyone, that other person may be able to take control of the account, and we may not be able to determine who is the proper Account Holder. We will not have any liability to you (or anyone you share your Basic Subscriber Information with) as a result of your or their actions under those circumstances. Since you may use a free NuVuw service account, and since we provide a number of mechanisms to allow you to share your account Content with others, we strongly urge you not to share your information with anyone, unless you are doing so as part of your estate planning purposes, as discussed below.
Once I Have an Account, What Are My Rights in the NuVuw Service?
Once your account is created and you accept these Terms, we grant you a limited, non-exclusive license to use the Service subject to these Terms, for so long as you are not barred from receiving the Service under the laws applicable to you, until you close your account voluntarily or until we close your account pursuant to these Terms. In addition, we grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the NuVuw Software provided to you by or on behalf of NuVuw, for the sole purpose of enabling you to use the NuVuw Software and enjoy the benefit of the Service, subject to any applicable license terms provided with the NuVuw Software and these Terms, until your rights are terminated in accordance with such license and/or these Terms. You do not obtain any other right or interest in NuVuw or the Service.
NuVuw’s Data Protection Laws Say My Data Is Mine – What Does That Mean?
You retain copyright and any other rights you already held in your Content before you submitted, posted or displayed it on or through the Service. But you do have to grant NuVuw a limited license, as described below, so we can make your data accessible and usable on the Service. Other than this limited license and other rights you grant in these Terms, NuVuw acknowledges and agrees that we do not obtain any right, title or interest from you under these Terms in any of your Content.
What Is the License I Have to Grant to NuVuw?
In order to enable NuVuw to operate the Service, we must obtain from you certain limited license rights to process your Content that is covered by intellectual property rights so that technical actions we take in operating the Service are not considered legal violations. For example, copyright laws could prevent us from processing, maintaining, storing, backing-up and distributing certain Content, unless you give us these rights. Accordingly, by using the Service and uploading Content, you are granting NuVuw a license to display, perform and distribute your Content and to modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) and reproduce such Content to enable NuVuw to operate the Service. You also agree that NuVuw has the right to elect not to accept, post, store, display, publish or transmit any Content in our sole discretion.
You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as your Content is stored with us), and include a right for NuVuw to make such Content available to, and pass these rights along to, others with whom NuVuw has contractual relationships related to the provision of the Service, solely for the purpose of providing such services, and to otherwise permit access to or disclose your Content to third parties if NuVuw determines such access is necessary to comply with its legal obligations.
If you elect to use any third party service or application that is integrated with NuVuw, you also agree that the licenses granted to NuVuw in the preceding paragraph shall apply to Content that is submitted or uploaded through such third party service or application. If the third party service or application you elect to use would access or extract Content, you grant NuVuw the right and license to enable third party access to and extraction of your Content. NuVuw does not assume any responsibility for, or liability on account of, the actions or omissions of such third party applications or service providers.
As we rely upon your rights to upload and distribute your Content, you represent and warrant to NuVuw that (1) you have the unfettered legal rights and authority to submit your Content to NuVuw, to make any other use, publication or other distribution of that Content in your use of the Service, and to grant the rights granted to NuVuw under these Terms; and (2) your Content complies with our User Guidelines and these Terms.
Finally, you understand and agree that NuVuw, in performing the required technical steps to provide the Service to our users, may 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.
What Other Assurances Do I Have to Grant to NuVuw?
When you use the NuVuw service to send messages to an email address, to a telephone number via SMS, or through a social media account (e.g., Facebook or LinkedIn) that has not been linked to an NuVuw account, NuVuw sends such messages on your behalf, and we are relying on your representation to us that you have a direct relationship with the recipient(s) and that you are respecting the legal rights of the recipient(s) not to receive certain kinds of messages (such as harassing messages, unsolicited commercial messages, and unwanted SMS messages). Whenever you send any kind of message to a third party you represent and warrant to NuVuw that you are acting within the law and that you have prior consent from the recipient to send them such a message.
Are There Rules about What I Can Do on the NuVuw Service?
Yes. Your use of the Service must be in accordance with these Terms. When it comes to your use of the Service, you agree that you are responsible for your own conduct and all conduct under your account. This means all Content created, transmitted, stored or displayed in your account, is your sole responsibility as the person who created the Content or introduced it into the Service. This applies whether the Content is kept private, shared or transmitted using the Service or any third-party application or services integrated with the NuVuw service. Our User Guidelines provide more specific details regarding prohibited conduct on the Service. If we find that any shared Content in your account violates our Terms of Service (including by violating another person’s intellectual property or privacy rights), we reserve the right to un-share or take down such content.
I’m Guessing NuVuw Has Some Rights Relating to the Service?
While you own the Content you store within the NuVuw service (subject to third party rights), you acknowledge and agree that NuVuw (and our licensors) own(s) all legal right, title and interest in and to the Service, including, without limitation, all software that is part of the Service and all NuVuw software deployed by you or a third party to enable capturing of Content originating outside the Service or any of the NuVuw software applications for compatible computing devices that enable access and use of the Service through such device (the “NuVuw Software”).
INTELLECTUAL PROPERTY RIGHTS.
In agreeing to these Terms, you also agree that the rights in the Service and NuVuw Software, including all intellectual property rights, such as trademarks, patents, designs and copyrights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms and any Separate Agreement. In particular, you agree to not modify, create derivative works of, decompile or otherwise attempt to extract source code from any NuVuw Software, unless you are expressly permitted to do so under an open source license, we give you express written permission or you are otherwise legally permitted to do so notwithstanding this prohibition.
RIGHT TO MODIFY THE SERVICE.
We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Service, including changes that may affect the previous mode of operation of the Service or NuVuw Software. We expect that any such modifications will enhance the overall Service, but it is possible that you may not agree with us. We also reserve the right to establish limits to the nature or size of storage available to you, the number of transmissions, the ability to send or receive email messages, the nature or size of any index or library information, the nature of, or your continued ability to access or distribute, your Content and other data, and impose other limitations at any time, with or without notice. For example, if you use NuVuw home owner edition, you will not enjoy all of the benefits provided to subscribers of NuVuw Trade Professional or Small Business.
You also acknowledge that a variety of NuVuw actions may impair or prevent you from accessing your Content or using the Service at certain times and/or in the same way, for limited periods or permanently, and agree that NuVuw has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any Content. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Service. However, if you are a subscriber for NuVuw Home Owner, NuVuw Trade Professional or Small Business or another paid version of the Service (each a “Paid Service”) and find that any such modifications or interruption of the Paid Service adversely affects you, you may notify our Business Customer Support team, explain the adverse impact the modification has created and, if you desire, request a termination of your Paid Service. Upon receipt of any such request, we will endeavor to promptly remedy the adverse impact caused by the modification, extend the duration of your Paid Service subscription for a period of time equal to the interruption and/or refund a portion of your Paid Service subscription fee equal to the remaining unused term of the Paid Service subscription, as we determine appropriate or as may be required by applicable law.
RIGHT TO ENGAGE THIRD PARTIES.
RIGHT TO USE THIRD-PARTY SOFTWARE.
NuVuw may from time to time include as part of the Service and NuVuw Software computer software supplied by third parties which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. We provide information about some of this third party software and within the particular NuVuw Software. NuVuw expressly disclaims any warranty or other assurance to you regarding such third party software.
RIGHT TO UPDATE OUR SOFTWARE.
In connection with any modification of the Service, NuVuw may automatically download software updates on your computers and devices from time to time with the intention of improving, enhancing, repairing and/or further developing the Service. NuVuw will endeavor to provide you with the option of whether or not to install the update; however, in certain circumstances (e.g., security risks), NuVuw may require you to install the update to continue accessing the Service. In all cases, you agree to permit NuVuw to deliver these updates to you (and you to receive them) as part of your use of the Service.
Do These Terms Apply to NuVuw Business Users?
If you are using the Service as part of an NuVuw Business account, your use of the Service is governed by these Terms, except to the extent the Separate Agreement governing the NuVuw Business account provides conflicting terms. The Business Customer who has contracted with NuVuw and the Administrator of the NuVuw Business account (as “Business Customer” and “Administrator” are defined in the applicable NuVuw Business Agreement) have the responsibility to and agree to share the terms of such Separate Agreement with each individual whose user account is linked to that NuVuw Business account (“End User”).
How Does NuVuw Respond to Copyright or Other Intellectual Property Violations?
We respond to clear and complete notices of alleged infringement of copyright, trademark or other intellectual property laws that satisfy the requirements in these Terms (which we believe to comply with the United States Digital Millennium Copyright and other applicable laws). If you believe that your intellectual property rights have been violated, please notify our Compliance team according to the instructions provided and we will investigate. Note that each owner of intellectual property is responsible for protecting their rights and taking any legal or other action they determine to be appropriate to do so, and NuVuw does not accept any obligation to take any particular action to enforce or protect any party’s intellectual property rights on their behalf.
Can Kids Use NuVuw?
Consistent with applicable law, NuVuw does not knowingly collect personal information from minors without parental consent. If we learn that we have inadvertently obtained information in violation of applicable laws prohibiting collection of information from children without such consent, we will promptly delete it.
Where Does My Data Go?
How is My Account Closed?
You may deactivate your account with our Service at any time, for any reason (or no reason). However, if you want to deactivate your account you need to take certain specific steps, which are described in our Help & Learning article entitled “How do I close my account?”`. If you subscribe to a Paid Service, you will need to cancel your subscription pursuant to our Commercial Terms.
NuVuw may act to temporarily limit your use of the Service, suspend access to your account, or close your account, with or without notice according to these Terms. Reasons for NuVuw suspending or closing your account may include, without limitation: (i) breach or violation of these Terms (including the User Guidelines) or any Separate Agreement, (ii) an extended period of inactivity (determined in NuVuw’s sole discretion), (iii) your nonpayment of any fees or other sums due NuVuw or any other party related to your use of the Service, (iv) the discontinuance or material modification of the Service (or any part thereof) or (v) unexpected technical or security issues or problems or extensive Unsupported Use.
In most cases, in the event we elect to close your account, we will provide at least 30 days advance notice to you at the email address you have provided to us, so you have a chance to retrieve any Content stored on the Service servers (unless we determine that we are legally prohibited from providing such notice or enabling you to do so). After the expiration of this notice period, you will no longer be able to retrieve Content contained in that account or otherwise use the Service through that account.
What Happens to My Account when I Die?
NuVuw’s pledge to protect the privacy of your Content will continue, even after your death or incapacity. If you wish to enable someone to have access to your Content or other data in your account after you are no longer able to provide them access, you need to implement a process for providing your information to them. We will not provide your information, or your Content, to anyone, even next of kin, unless we determine that we are legally obligated to do so. We encourage you to include your Basic Subscriber information, with instructions on how to access your Content, in your will or other estate plans, so that anyone you wish to have access to your account will have the means to do so. Please see our Commercial Terms for information on terminating payment for Paid Services upon death or incapacity.
If I Have a Great Idea to Share with NuVuw, What Are My Rights?
When you submit any ideas, suggestions, documents and/or proposals relating to the Service (or other products or services) to NuVuw through the “Contact Us,” User Forum or Support interfaces or through any other channel or mechanism (collectively, “Contributions”), you acknowledge and agree that: (i) your Contributions do not contain confidential or proprietary information; (ii) NuVuw is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (iii) NuVuw shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way; (iv) NuVuw may have something similar to the Contributions already under consideration or in development; (v) your Contributions automatically become the property of NuVuw without any obligation of NuVuw to you; and (vi) you are not entitled to any accounting, compensation or reimbursement of any kind from NuVuw under any circumstances.
Does NuVuw Serve Ads?
Some advertising or other messaging content we provide will be based upon information provided by third parties, and we shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any advertisements or other messages. Furthermore, your interactions with advertisers found on or through the Service, including, without limitation, all reliance upon advertising, all commercial transactions and legal obligations associated therewith, are solely between you and such advertisers.
What Else Do I Need to Know?
THIRD-PARTY LINKS, CONTENT AND PROGRAMMING.
We may include or recommend third party resources, materials and developers and/or links to third party websites, content and applications as part of, or in connection with, the Service. We may have little or no control over such sites or developers and, accordingly, you acknowledge and agree that (i) we are not responsible for the availability of such external sites, content or applications; (ii) we are not responsible or liable for any content or other materials or performance available from such sites or applications and (iii) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, materials or applications.
You agree to indemnify and hold NuVuw, its subsidiaries, affiliates, officers, agents, employees, advertisers, Service Providers and other partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of any of the Service, any violation of these Terms of Service or any other actions connected with your use of the Service (including all actions taken under your account). In the event of such claim, we will endeavor to provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.
LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.
To the maximum extent permitted by law, the Service Is Available “As Is.” YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE AND THE PURCHASE AND USE OF ANY SERVICES ARE ALL AT YOUR SOLE RISK.
b. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUVUW 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.
c. NUVUW DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED.
d. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
e. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NUVUW OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NUVUW, ITS SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF NUVUW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE OR TO USE PROMOTIONAL CODES OR NUVUW CREDIT; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICE; (v) NUVUW’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR BASIC SUBSCRIBER INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT; (vii) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (viii) ANY ADVERTISING CONTENT OR YOUR PURCHASE OR USE OF ANY ADVERTISED OR OTHER THIRD-PARTY PRODUCT OR SERVICE; (ix) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF SERVICE; OR (x) ANY OTHER MATTER RELATING TO THE SERVICE.
EXCLUSIONS AND LIMITATIONS.
NOTHING IN THESE TERMS OF SERVICE (INCLUDING THE LIMITATION OF LIABILITY PROVISIONS) IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. 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 WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
If NuVuw Has to Send Me Notice of Something, How Will That Happen?
This is another reason why it’s important for you to make sure your Basic Subscriber Information is accurate, complete and up to date. We may provide you with notices by email (to the email address associated with your account), regular mail or postings on the website(s) related to the affected Service.
How Can I Send a Notice to NuVuw?
Except where these Terms or any Separate Agreement specifically provide for use of a different means or address for notice, any notice to NuVuw must be delivered by email to compliance@NuVuw.com. This email address may be updated as part of any update to these Terms of Service. If you are unable to deliver notice via email, you may send a notice to us at the following address (as applicable to your Service provider):
20-22 Wenlock Road
London N1 7GU
Attention: Legal Notice
Are There Countries Where I’m Not Allowed to Use NuVuw?
You may not use or otherwise export the Service or any NuVuw Software except as authorized by United Kingdom law and the laws of the jurisdiction in which the Service is hosted or where you use the Service. In particular, but without limitation, the NuVuw Software may not be (i) exported or re-exported into any countries that are subject to U.S. economic sanctions or (ii) provided to or used by anyone on the U.S. Department of the Treasury’s lists of Foreign Sanctions Evaders or Specially Designated Nationals or the U.S. Department of Commerce Denied Persons, Unverified, or Entity lists. By using the Service, you represent and warrant that you are not located in any such country or on any such list, and shall not use the Service, or provide access to or use of the Service to anyone, in any such country. In addition, you are responsible for compliance with applicable export control, economic sanctions and related laws when you travel across international borders and access your Content.
What Law Applies to My Use of NuVuw?
If you are a resident of the United Kingdom, these Terms and the relationship between you and NuVuw (including any dispute) shall be governed in all respects by the laws of the England and Wales, as they apply to agreements entered into and to be performed entirely within the United Kingdom, without regard to its conflict of law provisions.
If you reside outside of the united Kingdom and Malta, these Terms and the relationship between you and NuVuw (including any dispute) shall be governed in all respects by the laws of England and Wales and shall be considered to have been made and accepted in the united kingdom, without regard to conflict of law provisions.
If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.
What Do I Do If I Think I Have a Claim Against NuVuw?
LET US KNOW ABOUT YOUR COMPLAINT.
We want to know if you have a problem so we encourage you to contact our Business Customer Support team if you have any concerns with respect to the operation of the Service or any NuVuw Software, as we want to ensure that you have an excellent experience.
INITIATING A FORMAL CLAIM.
If you conclude that we have not satisfied your concern and that you must pursue legal action, you agree that your claim must be resolved by the processes set forth in these Terms. NuVuw provides the Service to you on the condition that you accept the dispute resolution provisions described below, so if you initiate any claim against NuVuw in any other manner, you shall be in violation of these Terms and you agree that NuVuw shall be entitled to have such action dismissed or otherwise terminated and you agree to reimburse NuVuw for its reasonable costs incurred in defending against such improperly initiated claim. You agree that prior to initiating any formal proceedings against NuVuw, you will send us a notice to our attorneys at legalnotice@NuVuw.com and state that you are providing a “Notice of Dispute.” Upon receipt of a Notice of Dispute, you and we shall attempt to resolve the dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. If the dispute remains unresolved, either you or we may initiate formal proceedings according to these Terms.
Except where our dispute is being resolved pursuant to an arbitration process, if you are a resident of the United Kingdom, you agree that any claim or dispute you may have against NuVuw must be resolved exclusively by a court located in the United Kingdom. You agree to submit to the exclusive personal jurisdiction of the courts located within United Kingdom (and, for the avoidance of doubt, to exclude the jurisdiction of any other court) for the purpose of litigating all such claims or disputes.
YOU AND NUVUW AGREE, AS PART OF ANY ARBITRATION AGREEMENT, THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. WE REFER TO THIS AS THE “PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS.” UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN YOUR OR OUR CLAIM WITH ANOTHER PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY ONLY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER NUVUW USERS.
CLAIMS ARE TIME-BARRED.
You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under these must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim.
The provisions of this section, entitled “Claims Are Time-Barred” shall be deemed to constitute a separate written legally binding agreement by and between you and us.
These Terms constitute the entire agreement between you and NuVuw and govern your use of the Service, except for, and then only to the extent that you have entered into a Separate Agreement. These Terms supersede any prior agreements or earlier versions of these Terms between you and NuVuw for the use of the Service as of the Effective Date indicated at the top of these Terms. If, through accessing or using the Service, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and these Terms shall not affect your legal relationship with such third party.
Second, you acknowledge and agree that each affiliate of NuVuw shall be a third party beneficiary to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or provides rights in favour of) them. Other than this, no other person or company shall be a third party beneficiary to these Terms.
Finally, the section headings in these Terms of Service are for convenience only and have no legal
1. Commercial Terms
These “Commercial Terms” apply to our commercial transactions with you, including your purchase of any Paid Service from us, or the acquisition or redemption of any Promotional Codes or NuVuw Credit (as those terms are defined below). We refer to any service for which we charge a fee, including NuVuw Plus, NuVuw Premium and NuVuw Business, as a “Paid Service.” If you are an NuVuw Plus or Premium subscriber, you are both the Account Holder and End User of an NuVuw service account. If you use NuVuw Business, the Account Holder is the Business Customer who has contracted with NuVuw, as defined in our NuVuw Business Agreement, and the End Users are the individuals whose user accounts are linked to that NuVuw Business account. You should carefully read through these Commercial Terms to understand your rights and responsibilities, as these Commercial Terms constitute a contract between you and NuVuw Limited or its affiliate from which you are purchasing the Paid Service or from which you are acquiring or redeeming any NuVuw Promotional Codes or NuVuw Credit (we refer to these collectively as a “Commercial Transaction”). By purchasing a Paid Service, or obtaining any NuVuw Promotional Codes, you agree to be legally bound by these Commercial Terms. (Please see our explanation of who you are contracting with in different circumstances in the section below entitled “Who Am I Contracting With?”.)
If you do not agree to the Commercial Terms, then you can decide not to complete a Commercial Transaction.
You agree to receive electronically all communications, agreements, and notices that we provide in connection with any NuVuw product or service (“Communications”), including by e-mail, text, in-app notifications, or by posting them on the NuVuw website or through any NuVuw service or product. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
We may update these Commercial Terms from time to time. Please be sure to review these Commercial Terms before you finalize any Commercial Transaction.
Payment of Fees; Taxes
When you elect to purchase a Paid Service from us or any third party reseller and enter a form of payment, you agree that: (i) you will fulfill your obligation to pay for the Paid Service by the date on which payment is due; (ii) any payment information you provide is true and accurate; (iii) you are authorized to use the payment method you provide; (iv) we have permission to retain the payment information and method, including all submitted debit and credit card information, submitted by you and your issuing bank or the applicable payment network; and (v) we or our reseller (as applicable) are authorized to charge you for the Paid Service using the established payment method and the information you provide that is stored in your account as of the applicable date for payment. Your assurances of payment and our rights to collect payment include any obligation you may have to pay any taxes or delivery charges described as being applicable to the Product you are buying. In addition, you agree that you will be responsible for any credit card chargeback fees as well as any reasonable collection costs we incur as a result of your failure to pay on a timely basis.
You agree to pay the charges for the Paid Service in the currency specified by NuVuw (or any reseller or payment processor from which you may purchase the Paid Service) when you enter into the Commercial Transaction, and you assume all risks associated with any changing value in the currency compared with other currencies. The specified charge for a Paid Service are VAT-inclusive and may include certain other taxes or delivery or similar charges applicable to your purchase. If any tax or charge applicable to a purchase is not charged by us, you acknowledge that you are solely responsible for paying the tax or other such charge. The receipt provided to you reflecting your purchase includes VAT (if applicable) which is charged based on your location. If you intend to use the Service for business purposes and would like documentation indicating the exact amount of VAT paid, please consider subscribing to NuVuw Business; VAT is not itemized on receipts for any of our other Paid Services, as these Paid Services are directed to individual consumers.
Our prices for a Paid Service do not include any of the third-party fees you incur in connection with using a Paid Service including, without limitation, fees charged by your Internet access provider, any wireless carrier charges for cellular or data services and any other third party applications or services with which you may use the Paid Service; you are responsible for selecting and managing these other services, and paying the fees for such services.
Changes in Fees
We may change the price of any Paid Service from time to time, and add new fees and charges for certain features or to reflect a change in business or legal rules, but we will provide you with advance notice of changes in recurring subscription fees. Any increase in charges for the same Paid Service would not apply until the expiration of your then current billing cycle, unless otherwise specifically provided in our notice to you, and would become effective no sooner than the next time you would be charged for that Paid Service. If you do not agree to pay the new price or other applicable charges, you may elect not to renew the Paid Service subscription before the price change goes into effect, which cancellation would be effective at the expiration of your then current billing cycle. See “Cancellation” below for information on how to cancel a Paid Service subscription.
NuVuw accepts certain debit and credit cards as well as other forms of cash payment (e.g., Paypal transfers) as payment methods for Paid Services (each, an “Accepted Payment Method”), subject to the procedures and rules contained in these Commercial Terms and any applicable contract with the Accepted Payment Method. Accepted Payment Methods may vary by country or by Paid Service and may change from time to time. When you purchase with an Accepted Payment Method, the fees for your Paid Service will be billed on or near the date of your purchase. If you purchase a Paid Service subscription that renews automatically, such as monthly or annually, you agree that we may process your Accepted Payment Method on each monthly, annual or other renewal term (based on the applicable billing cycle), on or near the calendar day corresponding to the commencement of your Paid Service subscription, as applicable. See “Cancellation” below for information on how to cancel a Paid Service subscription. In addition, you agree that we have permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) information regarding your purchase and your submitted payment information in order to process your purchase, and to use the email address submitted by you to provide you with notices and disclosures relating to renewals and recurring charges. If your Paid Service subscription began on a day not contained in a subsequent month (e.g., your service began on January 30, and there is no February 30), NuVuw will process your payment on or near the last day of such month. (This is what we mean by paying on an autorenewal basis.) See below for information describing what you must do to change your Accepted Payment Method.
Paying by Direct Debit
If you are in a Single Euro Payments Area (SEPA)-eligible country, you may purchase a Paid Service from NuVuw via SEPA direct debit. When you complete your purchase of a Paid Service using direct debit, the initial payment will be deducted from your bank account via the applicable payment system (e.g., STRIPE). With your initial transaction, you are also confirming your desire for your subscription for the Paid Service to autorenew per these Commercial Terms. At the time of your initial transaction, you will receive an email notifying you that the amount authorized will be direct debited from your bank account on or about five business days from the date of the transaction. This single notification will be used to pre-notify you of the amount and timing of future recurring payments via SEPA direct debit. Where a direct debit is rejected or returned due to insufficient funds in your designated bank account, we may resubmit the direct debit collection request 5 days following the original debit due date and in this case shall provide 5 days pre-notification.
Paying by Invoice
NuVuw may, in our sole discretion, agree to permit you to pay us for certain Paid Services pursuant to invoices issued by NuVuw. Unless otherwise expressly provided in our Separate Agreement with you, we will issue our invoice on or shortly after the date on which the Paid Service is purchased (and on any monthly, annual or other renewal term as described under “Autorenewal,” above), and the charges are payable upon your receipt of the invoice. All payments of invoiced amounts must be made in the currency specified on the invoice by check, wire or other electronic transfer to a bank and account number designated by NuVuw. Any invoice that remains unpaid thirty (30) days after the invoice date is considered delinquent. Any wire transfer fees or other similar fees incurred on account of the payment method selected by you are your responsibility and may not be deducted from the amount due NuVuw.
Paying our Reseller or Payment Processor
NuVuw may, in our sole discretion, enable you to purchase and/or pay for certain Paid Services through an NuVuw-authorized reseller or payment processing firm (including, for example, a telecommunications provider or a mobile app marketplace). Unless otherwise expressly provided in a Separate Agreement with you, your obligation for payment to, and relationship with, such reseller or payment processor is a contractual matter between you and such third-party; NuVuw is not a party to, or responsible on account of, such contract. While we select our resellers and payment processors carefully and enter into detailed agreements imposing performance obligations (including confidentiality) on them, we cannot and do not guarantee their performance. We encourage you to provide any feedback regarding any reseller or payment processor with which you do business to us, as we value and use your input in determining whether to continue or end such relationships. If you have any concerns or problems with a reseller or payment processor, please contact our Business Customer Support team as promptly as you can. And, if you seek information about any party acting as an NuVuw reseller or payment processor before you enter into any agreement with them, please feel free to contact our Business Customer Support team.
NuVuw may from time to time make available, directly or through a third party, gift cards or promotional codes or coupons that are redeemable for a specified Paid Service for a fixed period of time (individually, a “Promotional Code” and collectively, “Promotional Codes”), or which can be exchanged for NuVuw Credit, as described in more detail below. We use the term “Promotional Subscription” to describe the specific subscription to a Paid Service obtained with the Promotional Code and the term “Promotional Period” to describe the duration of a Promotional Subscription. A Promotional Code may specify an expiration date (“Expiration Date”), after which such Promotional Code shall be void. NuVuw is under no obligation to accept an expired or otherwise invalid or void Promotional Code. Promotional Codes have no cash value and, except where expressly permitted by NuVuw, are non-transferrable. NuVuw is under no obligation to provide any compensation in connection with a Promotional Code.
In order to obtain a Promotional Subscription, you must be a registered Account Holder of the NuVuw Service and use the registration or redemption process, and satisfy any eligibility requirements, established by NuVuw in connection with the Promotional Code. At the conclusion of the Promotional Period, you will be required to pay the then-applicable charges for the Paid Service in order to continue using such Paid Service.
If you are already subscribed to a Paid Service when you receive a Promotional Code, you are still permitted to use the Promotional Code as long as you meet the eligibility requirements. However, since your account already has an active Paid Service subscription, there may be limitations associated with the method of your payment that prevent you from using the Promotional Subscription until your Paid Service subscription has expired. In such cases, you may choose one of the following ways to use the Promotion Code: (1) apply the Promotional Code immediately to receive NuVuw Credit which, as described below, can later be used to obtain the Promotional Subscription or to obtain other eligible rewards; (2) transfer the code to a friend or family member (if the Promotional Code is transferrable); (3) create an additional NuVuw Service account for yourself and use the Promotional Code with that account; or (4) wait until after your Paid Service Subscription has expired and your account has transformed to NuVuw Basic before redeeming the Promotional Code (taking care not to miss the Promotional Code Expiration Date). With some payment methods, we may be able to temporarily pause your Paid Service subscription so that you may immediately take advantage of the Promotional Subscription. In such cases, your Paid Service subscription will automatically re-start after the Promotional Period and, assuming you had previously agreed to auto-renewal of your subscription, your Accepted Payment Method will be charged as you had previously agreed. See “Cancellation” below for information on how to cancel a Paid Service subscription.
Unless you have a separate contract with NuVuw permitting you to distribute Credits or Promotional Codes, you are prohibited from selling or otherwise distributing or transferring Credits or Promotional Codes. NuVuw reserves the right to invalidate any Credits or Promotional Codes that have been improperly issued or distributed, and we do not owe you any compensation with respect to such Credits or Promotional Codes. If a Promotional Code has been distributed to you by a third party (for example, connection with a third-party promotion), NuVuw has no responsibility with respect to any third party product or service provided, or any marketing claims or promotional offers made, by the third party. NuVuw has no obligation to provide you with any compensation, or to modify the Promotional Subscription or the Promotion Requirements in connection with any Promotional Codes you obtained from a third party that was acting improperly.
NuVuw may from time to time make available, directly or through a third party, NuVuw Credit. NuVuw Credit provide our users enhanced flexibility to customize their NuVuw experience. NuVuw Credit may be redeemed to obtain a special feature or promotional item offered by NuVuw and indicated as being available for purchase with NuVuw Credit (a “credit based Purchase”). NuVuw Credit may also be used as tokens or credits in connection with a Promotional Subscription or another eligible promotional event or campaign, subject to the applicable terms therefore. The number of NuVuw Credit required to consummate transactions shall be determined by NuVuw, in our sole discretion, and may change from time to time, without advance notice. The terms and conditions for consummating any Credits Transactions are set forth here and may be amended in connection with any particular items available for a Credits Purchase or any Credits Swap event. NuVuw Credit awarded to your account may only be redeemed for Credits Transactions through your account, and NuVuw Credit associated with multiple accounts cannot be combined for any Credits Transaction, even if those accounts belong to or are controlled by you. You may review the number of NuVuw Credit in your account by visiting the NuVuw Credit page under your Account Settings at the NuVuw website.
If NuVuw Credit are issued to you in exchange for a Promotional Code, the number of NuVuw Credit exchanged shall be sufficient to obtain the Promotional Subscription associated with such Promotional Code. NuVuw Credit may be issued with an expiration date, after which they are void. NuVuw Credit obtained in exchange for a Promotional Code that has an Expiration Date will automatically expire and become void either eighteen (18) months after they are applied to your account, or the original Expiration Date of the Promotional Code, whichever is later. Please review our Help & Learning article entitled “How do I earn and use NuVuw Credit?” for an explanation of the alternative ways you may earn and use NuVuw Credit. You may apply NuVuw Credit towards an NuVuw Paid Service for which an Upgrade Code was intended or, in some cases, apply your NuVuw Credit toward one or more other valuable products, services or features. NuVuw Credit have no cash value, cannot be tendered for any cash amount, are non-transferable and may specify an expiration date, after which such NuVuw Credit are void (but they will not expire prior to the expiration of the Upgrade Code or other item for which they were exchanged). NuVuw is under no obligation to accept or provide any compensation on account of any expired NuVuw Credit. If we have a good faith belief that you have acquired or are attempting to use NuVuw Credit in a fraudulent manner, we reserve the right to cancel the Credits in question.
If you elect to apply your NuVuw Credit towards the payment of fees for a Paid Service, you will be required to pay the then-applicable charges for the Paid Service at the conclusion of the Promotional Period in order to continue using the Paid Service. If you are paying for a Paid Service or other subscription at the time you request NuVuw to apply NuVuw Credit for payment of the subscription fees, we will apply your NuVuw Credit in alternative ways, depending on your method of payment for the current subscription. Please review our Help & Learning article entitled “How do I earn and use NuVuw Credit?” for an explanation of the alternative ways NuVuw Credit are redeemed for an existing Paid Service. Depending upon the item purchased with NuVuw Credit, you may be required to pay separately for any sales tax, VAT, GST or similar taxes and other charges incurred in connection with such purchase.
Rewards obtained using NuVuw Credit are not transferable. If any items you obtain in a Credits Purchase are returned to NuVuw and a refund is available according to the terms of sale or applicable law, the NuVuw Credit used as payment for that Credits Purchase are returned to your account, subject to any expiration or other applicable terms and conditions associated with the Credits Purchase. In no event shall NuVuw provide you with any monetary refund for the portion of a purchase paid with NuVuw Credit. When NuVuw Credit associated with your account are used in a Credits Transaction, you will be deemed by NuVuw to have caused that Credits Transaction, inasmuch as the username and password for that account are required in order to consummate the Credits Transaction. Accordingly, NuVuw will not reinstate any NuVuw Credit once they have been applied, and NuVuw shall not have any liability for such use, even where you claim such use was unauthorized.
NuVuw does not authorize the use of NuVuw Credit to obtain any product, service or other items from any party other than NuVuw, and NuVuw shall not provide any third party any compensation or items of value on account of any NuVuw Credit you may provide to such third party. NuVuw reserves the right, from time to time, to impose limitations on the use of NuVuw Credit including, without limitation, the maximum number of NuVuw Credit used in Credits Transactions in any period of time and the maximum number of NuVuw Credit that may be accumulated in your NuVuw Service account.
NuVuw reserves the right to carry out the following actions without notice if we determine that any NuVuw Credit used in a Credits Transaction were fraudulently obtained or invalid: (i) setoff the value of all goods, products or services obtained in such Credits Transaction against any amounts payable by NuVuw to you; (ii) bill to a credit card account registered to your account or invoice you the value of all goods, products or services obtained in such Credits Transaction; and/or (iii) pursue any other method of recovery permissible under law. If you receive an invoice for payment from NuVuw on account of the use of any invalid NuVuw Credit, you agree to pay the required amount promptly within 30 days of receiving such invoice. If your NuVuw Service account is deactivated or closed, you shall lose all rights relating to the NuVuw Credit attributed to your account, and you forfeit and waive the right to demand any compensation from NuVuw relating to such deactivation or closure.
Changes to Payment Methods and Account Information
You are responsible for ensuring that your account information, including your email address and all payment information (address, debit or credit card number and expiration date), is accurate and up to date. You may change this information at any time. If you’re an NuVuw Plus or Premium Account Holder, you may log in to your account through the NuVuw website, access your “Account Summary” from the Settings page and make the changes. NuVuw Business Business Customers may change payment information as described in the NuVuw Business Agreement.
If you are not the Account Holder but you control the means of payment for a Paid Service account and wish to make any change to the payment method, you must notify us by contacting Business Customer Support and demonstrating to our satisfaction your control of the payment method used for the Paid Service.
If your credit card expires or the information is otherwise invalid, or you or another party controlling the payment method make changes to your billing account too close in time to when we charge for any Paid Service subscription (so we cannot reasonably act on your changes prior to billing), we will probably not be aware of this, and we will bill the current charges to the card we had on record; the continuation of your Paid Service subscription constitutes your authorization for us to do so, and you remain responsible for any uncollected amounts and any charges incurred by you or us as a result of billing to an invalid card.
Cancellation of a Paid Service Subscription
You may elect to cancel a Paid Service at any time. Any cancellation of a Paid Service will be effective as of the end of the then-current billing period and subject to our Refund Policy, except as described below for an upgrade in Paid Service.
If you wish to upgrade your existing Paid Service subscription to a more expensive level of Paid Service, and if you purchased your current Paid Service directly from NuVuw (and not from a reseller or payment processor), NuVuw will permit you to cancel your existing Paid Service subscription prior to the end of the subscription term. In that event, NuVuw will apply the pro-rated balance of your pre-paid subscription fees towards the initial subscription fee for the new Paid Service, provided that no refund will be provided for any amounts in excess of the initial subscription fee for the upgraded Paid Service. If you have purchased a Paid Service from a reseller or payment processor, you may be required to contact the reseller or payment processor to process your cancellation request, as NuVuw may have no ability to process the cancellation for you. Please note that this is the case even where you are upgrading from one Paid Service to a new Paid Service.
If you desire to cancel your subscription for the NuVuw Paid service as of the end of the current billing period, you may do so by logging into your account through the NuVuw website, accessing your “Account Summary” from the Settings page and choosing “Cancel Subscription.” An NuVuw Business account is only terminable according to the terms of your NuVuw Business agreement. If you are taking part in any trial period offer that enables you to use a Paid Service without charge, and that trial period converts into a Paid Service upon the expiration of the trial period, you must cancel the Paid Service prior to the end of the trial period in order to avoid incurring the charges for the Paid Service. If you are taking part in any trial period and you use more NuVuw Business account seats than the maximum permitted without charge during such trial period, you will be charged for such excess seats.
If you are the authorized legal representative for a deceased or legally incapacitated individual or a legal entity that has been formally dissolved or otherwise ceased to be authorized to act for his, her, or its own account (without opportunity for revival), and you wish to cancel a current Paid Service subscription for such individual or entity, you must notify us according to the requirements in the Terms of Service (under “How Can I Send A Notice to NuVuw?”), identify the account in question and request cancellation of the Paid Service. We will cancel the Paid Service subscription if you demonstrate to our satisfaction your legal authority to act and be legally responsible for such individual or entity and your ability to validate the details of the payment method used for such Paid Service.
We may cancel any Paid Service subscription you have purchased if you fail to pay the applicable subscription fees and any applicable taxes in full and in a timely manner according to these Commercial Terms or any agreement with a third-party reseller or payment processor. A failure to pay occurs in any situation where NuVuw has not received timely payment, including where any credit card issuer or payer bank refuses to transmit the funds that are then due, or the reseller or payment processor you have contracted with notifies us of your failure to pay. We may, in our discretion, elect not to cancel a Paid Service subscription immediately for non-payment, in which case you will continue to be responsible for the fees due for the duration of the applicable subscription. In addition, if you fail to pay for a Paid Service, we may elect to suspend your rights to use that Paid Service or we may change the type of privileges you have to a non-paid version of the service (e.g., changing from NuVuw Premium to NuVuw Basic). We will endeavor to provide you notice promptly after any failure to make a payment to us in full and on time, but we are not obligated to do so.
Costs of Collection; Credit Card Chargebacks
In addition to the published fees for a Paid Service, you agree to pay any reasonable costs we incur to collect any unpaid or past due amounts, including reasonable attorneys’ fees and other associated costs. Delinquent payments will bear interest at the rate of 1% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full.
If you purchase a Paid Service subscription with a credit card and then subsequently request your credit card issuer to reverse that payment, NuVuw is charged a fee that may be a significant multiple of the amount we initially received. Accordingly, in order to enable you to pay relatively minor fees with a credit card, you acknowledge and agree that we reserve the right to suspend your ability to add additional Content to your NuVuw service account until such time as you reimburse us the amount of the fee we were charged by the card issuer.
Who Am I Contracting With?
In the event of a conflict, the English language version shall govern
1. Business Agreement
This NuVuw Business Agreement (this “Agreement”) governs use of the NuVuw Business service (the “NuVuw Business Service” or “NuVuw Business”) by the entity agreeing to these terms (“Business Customer”). The NuVuw Business Service is the version of the NuVuw service, as defined in our Terms of Service, designed for businesses, teams, and other organizations.
Business Customer is one party to this Agreement. If Business Customer’s headquarters are located in the United Kingdom, then the other party to this Agreement is NuVuw Limited, a company registered in England. If Business Customer’s headquarters are located outside of the United Kingdom, then the other party to this Agreement is NuVuw Linmited, a wholly-owned subsidiary of NuVuw Limited headquartered in St Julians, Malta. (The term “NuVuw,” as used in this Agreement, refers to NuVuw Limited, whichever is the contracting party based on where Business Customer is headquartered).
An individual (“you”) is required to accept this Agreement on behalf of the Business Customer as a condition to creating an NuVuw Business Account (Business Customer’s Account). The Agreement is effective as of the date NuVuw makes the administrator account (“Administrator Account”) available to that individual acting on behalf of the Business Customer as the Administrator (the “Effective Date”). By accepting this Agreement, you confirm that you have reviewed the Agreement on behalf of Business Customer and you are warranting to NuVuw that you are authorized to accept and make legally binding this Agreement on behalf of Business Customer. If you do not have the legal authority to bind such Business Customer, please do not check the box signifying that you accept the terms of this Agreement.
1. Use of NuVuw Business Service
After successfully completing the account creation process and confirming acceptance of this Agreement, NuVuw will enable Business Customer to access an Administrator Account, which will include a console (“Admin Console”). Business Customer can perform a number of administrative functions relating to Business Customer’s NuVuw Business Account (“Business Customer’s Account”) through the Admin Console. These functions include but are not limited to, granting, suspending, or terminating End User access to Business Customer’s Account and exporting Content from Business Customer’s Account.
Business Customer acknowledges that providing an End User access to its Business Customer’s Account provides that End User with authority to access, create, or share Content in Business Customer’s Account. (“Content” means the text, images, and other data that has been put into, uploaded to, or stored in the NuVuw service.) Business Customer also acknowledges that while an End User’s access to Business Customer’s Account has been granted by an Administrator (defined below), that End User may copy, transfer or otherwise export Content from Business Customer’s Account. The subsequent suspension or termination of an End User’s access to Business Customer’s Account will prevent the End User from continuing to access such Content in the Business Customer’s Account, but such suspension or termination of access will not delete or otherwise affect any Content that such End User may have previously copied from or transferred out of the Business Customer’s Account.
If an End User has a personal NuVuw service account that is not associated with Business Customer’s Account, Business Customer acknowledges that it does not and will not have any access to, rights in, or control over such End User’s separate NuVuw service account.
Business Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written statements made by NuVuw regarding future functionality or features.
2. Business Customer’s Obligations
Business Customer is responsible for (a) payment of all fees relating to Business Customer’s Account (“Fees”); (b) administering all End Users’ access to Business Customer’s Account and its Content through the Admin Console; (c) maintaining the confidentiality of the password of each Account; (d) maintaining accurate and current account and contact information for each Administrator Account; and (e) ensuring that any and all use of each Administrator Account complies with this Agreement and applicable laws. Business Customer may grant administrative privileges to multiple Business Customer personnel (each, an “Administrator”) and shall be solely responsible for ensuring that it has designated necessary and appropriate individuals as Administrators and for removing administrative privileges from individuals who no longer require administrative privileges. BUSINESS CUSTOMER ACKNOWLEDGES THAT IF NO ACCOUNT ADMINISTRATOR(S) IS/ARE ABLE OR WILLING TO FULFILL SUCH FUNCTION, AND/OR BUSINESS CUSTOMER OTHERWISE FAILS TO MAINTAIN CONTROL OF THE ADMINISTRATOR ACCOUNT(S), BUSINESS CUSTOMER MAY BE UNABLE TO ACCESS OR CONTROL ITS BUSINESS ACCOUNT; IN SUCH EVENT, BUSINESS CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ALL RESULTING LOSSES, COSTS AND EXPENSES. (See “Account Recovery” below for additional information.)
Business Customer acknowledges and agrees that prior to an End User using the NuVuw Business Service, NuVuw will require each End User to accept NuVuw’s Terms of Service, and such Terms of Service will govern each End User’s use of NuVuw Business. Business Customer acknowledges that a violation of the Terms of Service by an End User may result in the termination of such End User’s access to Business Customer’s Account or termination of Business Customer’s Account. Business Customer shall not make any representation, warranty or guaranty for or on behalf of NuVuw, or otherwise obligate NuVuw in any manner, to any End User.
Business Customer will prevent unauthorized use of its NuVuw Business Account and Content and immediately terminate any unauthorized use of which it becomes aware. Business Customer will promptly notify NuVuw of any unauthorized use of or access to the NuVuw service of which it becomes aware.
3. Administrator Account Recovery
If Business Customer desires to establish a specific authorization process independent of the Administrator Accounts, such as written direction from a corporate officer or other designated representative of Business Customer, Business Customer may contact NuVuw Business Customer Support to request agreement on such process (an “Approved Account Recovery Process”). NuVuw reserves the right, in its sole discretion, to accept or reject such proposal. If Business Customer and NuVuw have agreed upon an Approved Account Recovery Process, Business Customer may at any time or from time to time, request assistance using such Approved Account Recovery Process.
If Business Customer loses access to all Administrator Accounts and has not established an Approved Account Recovery Process, Business Customer should contact NuVuw’s Support Team and request assistance.
If no person has credentials for an Administrator Account (a “Loss of Administration”), then NuVuw may, in its sole discretion, determine whether an individual requesting access to an Administrator Account may be provided the credentials necessary to do so on behalf of Business Customer. In such event, an individual may attempt to demonstrate to NuVuw authorization to act on behalf of Business Customer in regaining access to an Administrator Account by providing proof satisfactory to NuVuw. Business Customer acknowledges and agrees that, in the event of a Loss of Administration, NuVuw is empowered and authorized by this Agreement to use its discretion in determining whether to provide Administrator Account credentials to an individual offering proof of authority to act on behalf of Business Customer, and Business Customer hereby waives any and all claims against NuVuw as a result of, or in any way relating to, such actions. US based Business Customer has been made aware of, and understands, the provisions of California Civil Code Section 1542 (“Section 1542”), which provides: “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.” Business Customer expressly, knowingly and intentionally waives any and all rights, benefits and protections of Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release.
Business Customer will not, and will ensure that End Users or third parties do not: (a) offer for sale or lease, sell, resell or lease access to the NuVuw service through Business Customer’s Account; (b) attempt to reverse engineer the NuVuw service or any software or other component used therein; (c) use the NuVuw Business Service in a manner or under circumstances where use or failure of the NuVuw Business Service could lead to death, personal injury or environmental damage; or (d) use the NuVuw Business Service in a manner that would violate applicable laws protecting an individual’s privacy rights, health or financial data, including the regulations issued thereunder, and as each may be amended from time to time; or (e) attempt to create a substitute or similar service through use of, or access to, the NuVuw service or NuVuw Business.
5. Third Party Requests
Business Customer acknowledges and agrees that, as between the parties, it is responsible for responding to a request from a third party for records relating to Business Customer’s or an End User’s use of, or Content contained within, Business Customer’s Account (a “Third Party Request”). If NuVuw receives a Third Party Request (including but not limited to criminal or civil subpoenas or other legal process requesting Business Customer or End User information), NuVuw will, to the extent allowed by the law and by the terms of the Third Party Request, direct the Third Party to Business Customer to pursue the Third Party Request. NuVuw retains the right to respond to Third Party requests for Business Customer information where NuVuw determines, in its sole discretion, that it is required by law to comply with such a Third Party request.
Business Customer will be required to select its method of payment when Business Customer sets up its NuVuw Business Account. Administrators and Billing Contacts of NuVuw Business accounts may change payment information for NuVuw Business Accounts by contacting NuVuw Business Customer Support. Billing Contacts will need to contact Business Customer Support and demonstrate to NuVuw’s satisfaction control of the payment method last used for Business Customer’s NuVuw Business Account to make any changes.
BUSINESS CUSTOMER ACKNOWLEDGES THAT BUSINESS CUSTOMER AND ITS END USERS MAY LOSE ACCESS TO ALL BUSINESS CUSTOMER ACCOUNT CONTENT IN THE NUVUW SERVICE IN THE EVENT THAT BUSINESS CUSTOMER FAILS TO PROVIDE TIMELY PAYMENT. Such access will be restored upon receipt of full payment.
All payments under this Agreement are subject to the Commercial Terms.
Business Customer is responsible for any taxes, including, without limitation, sales, use, excise, added value, withholding and similar taxes, as well as all customs, duties or governmental impositions, excluding only taxes on NuVuw’s net income (collectively, “Taxes”), and Business Customer will pay NuVuw all Fees due hereunder without any reduction for Taxes. If NuVuw is obligated to collect or pay Taxes, NuVuw will invoice Business Customer for the Taxes unless Business Customer provides NuVuw with a valid tax exemption certificate, VAT number issued by the appropriate taxing authority and/or other documentation providing evidence that no tax should be charged. If Business Customer is required by law to withhold any Taxes from its payments to NuVuw, Business Customer must provide NuVuw with an official tax receipt or other appropriate documentation to support such payments.
8. Support and Maintenance
NuVuw will provide priority business support to Business Customer’s Administrator and End Users. Business Customer will, at its own expense, be responsible for providing support to its End Users regarding issues that are particular to their End Users’ access of Business Customer’s Account (e.g., resetting passwords, suspending accounts, sharing Content, etc.). Business Customer will use commercially reasonable efforts to resolve any such support issues before escalating them to NuVuw.
9. Data Security
NuVuw has implemented certain technical and organizational measures designed to prevent accidental loss of and unauthorized access to and use of Content stored in NuVuw Business. However, NuVuw does not guarantee that unauthorized third parties will be unable to obtain access to NuVuw Business, and Business Customer acknowledges that all Content stored by Business Customer and its End Users in NuVuw Business is done so at Business Customer’s and its End Users’ own risk. In addition, Business Customer is responsible for ensuring that it has backed up its Content in the event of any loss of Content stored in NuVuw Business. In the event NuVuw becomes aware that a third party has accessed without authorization Business Customer’s NuVuw Business account or has obtained without authorization the credentials of an Administrator(s) for Business Customer’s NuVuw Business account, NuVuw shall provide prompt notice to Business Customer’s Administrator(s) of such unauthorized access.
NuVuw may, in its sole discretion, allow Business Customer to upload its logo or other trademarks (together, “Business Customer Trademarks”) for display in the version of NuVuw Business accessed by End Users of Business Customer’s Account, either in conjunction with NuVuw’s trademarks or as a Business Customer-branded service. Accordingly, Business Customer hereby grants NuVuw a non-exclusive license to display, perform and distribute the Business Customer Trademarks and to modify (for technical purposes, e.g., making sure trademarks are viewable on mobile devices as well as computers) such trademarks solely in connection with making NuVuw Business available to End Users of Business Customer’s Account.
13. Reservation of Rights
Except as expressly set forth herein and in the Terms of Service, this Agreement does not grant either party any rights, implied or otherwise, to the other’s intellectual property. No title to or ownership of or other right in or to NuVuw Business or software provided by NuVuw to access NuVuw Business (“NuVuw Software”) is transferred to Business Customer under this Agreement.
NuVuw may include Business Customer’s name in a list of NuVuw’s Business Customers online and in print and electronic marketing materials.
15. Warranty to Contract
Each party represents and warrants to the other that it has the requisite power and authority under its organizational charter and governing agreements (if any) to enter into this Agreement and perform in accordance with the terms herein. Business Customer further represents and warrants that the individual who completes the NuVuw Business registration process and accepts this Agreement through the Admin Console is authorized to do so on Business Customer’s behalf.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN SECTION 15 AND THE TERMS OF SERVICE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NUVUW DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT OF THE LAW. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EITHER PARTY HERETO, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES IN THIS AGREEMENT.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, NUVUW DOES NOT WARRANT THAT THE NUVUW SOFTWARE OR NUVUW BUSINESS SERVICE WILL MEET ALL REQUIREMENTS OF BUSINESS CUSTOMER OR ANY END USER, OR THAT THE OPERATION OF THE NUVUW SOFTWARE OR NUVUW BUSINESS SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE NUVUW SOFTWARE AND NUVUW BUSINESS SERVICE WILL BE CORRECTED. FURTHER, NUVUW IS NOT RESPONSIBLE FOR ANY DEFECT OR ERROR RESULTING FROM THE MODIFICATION, MISUSE OR DAMAGE OF ANY OF THE NUVUW SOFTWARE NOT DELIVERED BY NUVUW. NUVUW DOES NOT WARRANT AND SHALL HAVE NO LIABILITY WITH RESPECT TO THIRD PARTY SOFTWARE OR OTHER NON – NUVUW PRODUCTS.
17. Indemnification by Business Customer
To the maximum extent permitted by applicable law, Business Customer agrees to indemnify and hold NuVuw, its subsidiaries, affiliates, officers, agents, employees, and partners harmless from and against any and all liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to (i) any Loss of Administration or (ii) claims (a) made by End Users; or (b) made by any third party relating to Business Customer’s use of and Business Customer’s End Users’ use of any of the NuVuw Software or NuVuw Business in violation of this Agreement, the Terms of Service or applicable laws. In the event of such claim, we will provide notice of the claim, suit or action to Business Customer using the contact information we have for the account, provided that any failure to deliver such notice to Business Customer shall not eliminate or reduce Business Customer’s indemnification obligation hereunder, except to the extent Business Customer can establish that it was prejudiced by such failure.
18. Limitation of Liability
EXCEPT WITH RESPECT TO (A) BUSINESS CUSTOMER’S BREACH OF SECTION 2 OR 4 AND (B) THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 17, (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER ARISING IN CONTRACT OR IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR ITS TERMINATION OR NON-RENEWAL AND (II) EACH PARTY’S AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAYABLE BY BUSINESS CUSTOMER TO NUVUW UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIATION OF ANY CLAIM FOR DAMAGES.
Unless NuVuw and Business Customer mutually agree otherwise in a separate written addendum to this Agreement, this Agreement shall be effective upon the Effective Date and shall remain in effect until the end of the subscription period specified in the Admin Console (the “Subscription Period”), unless and until terminated in accordance with the provisions of Section 20.
At the end of the initial Subscription Period, the Subscription Period will automatically renew for an additional Subscription Period, except as set forth below. Business Customer will pay NuVuw the then-current Fees due for the Subscription Period. At any time prior to the end of the initial Subscription Period or any subsequent Subscription Period, Business Customer may cancel its NuVuw Business subscription or reduce the number of End Users with access to Business Customer’s Account though the Admin Console, which cancellation or reduction shall be effective as of the end of the then-current Subscription Period for the immediately following Subscription Period.
20. Termination and Refunds
Business Customer may terminate this Agreement at any time by deactivating its NuVuw Business Account through the Admin Console. In the event of Business Customer’s termination, full or partial refunds may be available pursuant to our Refund Policy. In addition, we reserve the right to issue refunds or credits at our sole discretion, or as required by applicable law. If we issue a refund or credit in one instance, we are under no obligation to issue the same refund or credit in the future.
NuVuw may terminate this Agreement by providing sixty (60) days written notice to Business Customer and will refund the prorated portion of any prepaid Fees applicable to the period after the effective date of termination.
In addition, either party may terminate this Agreement in the event the other party commits any breach or default of the material terms of this Agreement, and fails to remedy such breach or default within thirty (30) days after written notice of such breach or default from the non-breaching or non-defaulting party. Notwithstanding the foregoing, (i) either party may terminate this Agreement immediately in the event of a material breach by the other party of its obligations under Section 11 and (ii) NuVuw may terminate this Agreement immediately in the event of a material breach by Business Customer of its obligations under Sections 2 or 4. If Business Customer terminates this Agreement for breach by NuVuw, Business Customer’s sole and exclusive remedy and the entire liability of NuVuw for such breach will be a refund of fees paid by Business Customer to NuVuw under this Agreement.
If Business Customer: (i) becomes insolvent; (ii) voluntarily files or has filed against it a petition under applicable bankruptcy or insolvency laws which Business Customer fails to have discharged or terminated within thirty (30) days after filing; (iii) proposes any dissolution, composition or financial reorganization with creditors or if a receiver, trustee, custodian or similar agent is appointed or takes possession with respect to all or substantially all assets or business of Business Customer; or (iv) Business Customer makes a general assignment for the benefit of creditors, NuVuw may immediately terminate this Agreement by giving a termination notice.
Termination of this Agreement shall, as of the effective date of such termination, terminate Business Customer’s and its End Users’ access to Business Customer’s Account and all other rights granted to Business Customer hereunder; provided, however, that any termination is without prejudice to the enforcement of any undischarged obligations existing at the time of termination. Upon termination by NuVuw on less than thirty (30) days’ notice, and unless prohibited by law, NuVuw will provide a mechanism for Business Customer to download or export Content in Business Customer’s Account within a limited period of time.
The following provisions of this Agreement shall survive the termination of this Agreement: Sections 2 – 7, 9 – 13, 16 – 21.
21. General Terms
b. Notices. Any notice required or permitted to be given hereunder shall be given in writing by personal delivery, by e-mail or by world-recognized courier delivery as follows:
If to Business Customer: At the email address(es) for the then current Administrator(s) for the account.
If to NuVuw Limited:
20-22 Wenlock Road
London N1 7GU
Attn: General Counsel
With a copy to legalnotice@NuVuw.com
The date upon which such notice is delivered shall be deemed to be the date of such notice, irrespective of the date appearing thereon. A party, through the Admin Console (if Business Customer) or upon written notice to Business Customer (if NuVuw), may change the addresses, individuals and/or titles to which notices shall be sent.
c. Governing Law. If Business Customer is headquartered in the United Kingdom, this Agreement shall be governed by and construed as an instrument under seal in accordance with the laws of England governing contracts executed and to be performed therein, but without regard to any choice of law provisions. If Business Customer is headquartered outside the United Kingdom, this Agreement shall be governed by and construed as an instrument under seal in accordance with the laws of the United Kingdom governing contracts executed and to be performed therein, but without regard to any choice of law provisions. This Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods.
If Business Customer is a government or an agency or other unit of government located in the United States (a “US Government Business Customer”) and the law establishing or otherwise governing such Business Customer expressly requires Business Customer to enter into contracts under a particular law and/or prohibits any choice of law provision imposing any law other than the law under which Business Customer is authorized to act (the “Mandatory Law”), then the preceding paragraph shall not apply with respect to the US Government Business Customer’s use of the NuVuw Business Service while performing in its official government capacity.
If the Mandatory Law applicable to any US Government Business Customer prohibits such Business Customer from agreeing to the Arbitration Agreement in the Terms of Service, then the Arbitration Agreement shall not apply to the extent of such prohibition and with respect to use of the NuVuw Business Service in its official government capacity.
d. Agreement, Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be enforceable by each of the parties and their permitted successors and assigns. Except as set forth in the immediately following sentences, neither party shall assign this Agreement or any right or interest under this Agreement, nor delegate any obligation to be performed under this Agreement, without the other party’s prior written consent. This Agreement shall inure to the benefit of, and be binding upon, any legal successor to all or substantially all of the business and assets of either party, where such succession occurs in connection with a merger, sale of assets, corporate restructuring or otherwise by operation of law; and NuVuw reserves the right to assign this Agreement to any NuVuw affiliate or successor. If Business Customer desires to request NuVuw to consent to an assignment of this Agreement, Business Customer shall send a formal request for consent by notice to NuVuw, and should send a message to NuVuw through the Admin Console setting forth details concerning the requested assignment. Any attempted assignment or delegation in contravention of this provision shall be void and ineffective. Business Customer shall ensure that it provides the then-current passwords for the Administrator Account to any successor or assignee under this Agreement as, notwithstanding any such assignment, NuVuw shall not provide any passwords to Business Customer’s Administrator Account to any party.
e. No Relationship. No agency, partnership, joint venture or employment is created between the parties as a result of this Agreement. Except as specifically provided herein, neither party is authorized to create any obligation, express or implied, on behalf of the other party, nor to exercise any control over the other party’s methods of operation.
f. Force Majeure. If either party is prevented from performing any portion of this Agreement (except the payment of money) by causes beyond its control, including labor disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or services or acts of God, such defaulting party will be excused from performance for the period of the delay and for a reasonable time thereafter.
g. Construction. The headings in this Agreement have been inserted for convenience and shall not modify, define or limit the express provisions of this Agreement. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require. The parties hereto confirm that (i) they each had the opportunity to review this Agreement with legal counsel of their own choosing and (ii) they understand the terms of, and voluntarily and knowingly enter into, this Agreement with the intent of being legally bound by the terms hereof.
h. Waiver and Amendment. NuVuw, in its sole discretion, may amend this Agreement at any time, and in such case, NuVuw will publish a new version of the Agreement (“Amended Agreement”) on the NuVuw Business website with a description of the changes made. In addition, NuVuw will provide Business Customer with advance notice of any material change to the Agreement. Business Customer’s continued use of NuVuw Business after the effectiveness of any update will be deemed to represent Business Customer’s consent to be bound by, and agreement with, the terms of the Amended Agreement. If the Amended Agreement includes any material adverse changes to Business Customer’s rights or obligations and Business Customer does not wish to continue using NuVuw Business under the terms of the Amended Agreement, Business Customer may terminate the Agreement by providing NuVuw written notice within thirty (30) days of being notified of the availability of the Amended Agreement. In the event of such termination, our Refund Policy will apply. Otherwise, no waiver, amendment or modification of any provision of this Agreement, and no variance from or addition to the terms and conditions of this Agreement in any purchase order or other written notification, shall be effective unless in writing and agreed to by the parties hereto. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of such right, power or remedy. No waiver of any term, condition or default of this Agreement shall be construed as a waiver of any other term, condition or default. This Agreement will not be supplemented or modified by any course of dealing or usage of trade.
Please note, if you use NuVuw Home Owner, you are both the Account Holder and End User of an NuVuw service account. If you use NuVuw Business, the Account Holder is the Business Customer who has contracted with NuVuw as defined in our NuVuw Business Agreement and the End Users are the individuals whose user accounts are linked to that NuVuw Business account. You can find these and other defined terms used in this policy in our Glossary at the end of this page.
Although significant changes are rare, this policy may be amended as new features, technology, or legal requirements arise, so please check back from time to time. We’ll notify you if we make a significant change and, where required, seek your consent.
What information does NuVuw collect?
We built NuVuw to help you remember and organize your ideas, thoughts, and memories. That means you can input, upload, or store in NuVuw any text, images, and other data that you choose—we refer to that information as “Content”. We also collect and receive the following types of information:
· Basic subscriber information. To open your account and process payments, we collect and receive basic information like your email address and, depending on how you purchase a subscription to NuVuw Home Owner, Trade Professional or NuVuw Small Business (each a “Paid Service”), your billing address and other payment information.
· Usage data. We collect and log data on how you and others access and use NuVuw, for example, the act of creating a note or sharing a note. Usage data may be collected through cookies, and similar technologies. For more information, including how to opt-out, visit our Cookie Information page.
· Location information. We collect the IP address you use to connect to the Service, and — if you choose to share it — your location information from a mobile device.
· Device information. We collect information about the number and type of devices you use to connect to the Service, as well as information about the operating systems on those devices (e.g., iOS, Android, Windows).
We also may link your subscriber information with data we receive from our partners and other third parties to help understand your needs and provide you with a better experience. For example, if you create or log into an NuVuw account using your Facebook or Google Apps credentials via single sign-on, we will have access to certain information such as your name and email address as authorized in your Facebook or Google Apps profile settings.
How does NuVuw use my information?
We have specific rules for how and when we use the information we collect and receive. We describe these below.
What does NuVuw do with my information?
We are committed to protecting the privacy of your information. Below, we describe the ways in which we use the information we collect and receive to provide, maintain, and improve the Service; to provide troubleshooting and Business Customer support; to protect the Service for all our users; to contact you; and to administer NuVuw Business accounts.
· We use a number of technologies to help you get the most out of the Service. Our systems automatically analyse your data to power NuVuw features and to continually improve the Service for you in a way that does not require anyone to look at your Content. This may include, for example:
o Making sure you find what you’re looking for when you search your account.
o Showing you information most relevant to how you are or could be using the Service at a specific time or location.
o Suggesting actions for you to take based on information you’ve stored.
o Suggesting NuVuw service features or products to you that we think will help you get the most out of our Service.
o For NuVuw Business users, recommending people for you to collaborate with.
· To provide troubleshooting and Business Customer support, our Business Customer Support team may need to access your information, such as your account email address and information about the NuVuw application you are using, subject to the protections described below.
· As part of our efforts to protect your account and the functionality of the Service, our systems may analyze the emails you send to and from your NuVuw account and the notes you share to detect spam, malware, or other potential security concerns. If we determine that such material constitutes a Terms of Service or User Guidelines violation, we may block delivery of or unshare the problematic material, much like a spam filter works for your email inbox.
You can take to protect your account, such as using strong passwords, two-step verification, and encryption.
· In accordance with your communication preferences, we’ll occasionally contact you to announce new products and features we build for you, share tips for using NuVuw to get more done, make special offers, and provide information about how NuVuw works with products and services from our business partners.
· If you are an End User of an NuVuw Business account, please note that the Account Holder of your NuVuw Business account (such as your employer or organization) may have established its own rules regarding End Users’ access, use, disclosure, or retention of data stored in that account. Also note that while an Administrator of an NuVuw Business account has access to the End User accounts linked to that NuVuw Business account, an Administrator cannot access an End User’s personal NuVuw account.
Would someone at NuVuw ever view my Content?
You have control over who sees your Content. We limit the use of your Content to make sure that no one at NuVuw can view it unless you expressly give us permission or it’s necessary to comply with our legal obligations. Specifically:
· To help refine or improve the technology, we may ask you for permission to review portions of your Content. For example, if a new feature suggests related notes that are relevant to your Content, we may give you an opportunity to provide us feedback on how well the feature is performing along with a sample of the Content in question, so we can make sure this feature provides appropriately tailored suggestions. Such access to your Content is done only with your express permission and is subject to strict confidentiality rules and data access controls. Choosing to give us such permission is completely voluntary.
· If you contact our Business Customer Support team for help with specific pieces of Content in your account, we may ask for your temporary permission to look at your Content. This permission terminates when the issue is resolved.
· If we become aware of a potential violation of our a Terms of Service or User Guidelines, we may suspend or close your account until the problematic material is removed. Under such a circumstance, we would only look at the Content in your account if you give us consent or if necessary to comply with our legal obligations, including to protect the safety of you or any other person.
To test and improve our product offerings for our users, we use aggregated data that does not contain any personal information, does not identify any person, and cannot be connected to any specific user. This policy is not intended to apply to such anonymized/de-identified data.
How does NuVuw share or disclose my information?
NuVuw is not in the business of selling or renting your information. Here are instances when we may disclose your information — and then only the minimum information necessary:
· We share your information with Service Providers who process data on our behalf, such as credit card processors and Business Customer management systems. For example, these Service Providers help us:
o Operate, develop, and improve the features and functionality of the Service
o Complete your payment transactions
o Fulfill your sales and support requests
o Communicate with you as described elsewhere in this policy
We do not share your information with any third parties for their own advertising purposes.
· Your Content is private unless you decide you want to share it. You may choose to share using public links or through any of the Service’s features that allow you to share or collaborate on Content (“Collaboration Features”). If you choose to share, we may need to take steps to facilitate your collaboration.
· In the event of a merger, sale, or reorganization of all or part of our business, information covered by this policy may be transferred in connection with that deal.
· As described on our Cookie Information page, we contract with third-party advertising networks in order to deliver relevant NuVuw advertisements to you across the Internet and to manage our communications with you. We do not use your Content for these purposes. In addition, we may share with partners or Service Providers a hashed identifier to serve you relevant NuVuw ads when you visit partners’ and providers’ websites, applications or platforms. We may, for instance, participate in the Google Adwords Remarketing, Twitter Tailored Audience and Facebook Custom Audience services. To learn more about the privacy controls that Google, Twitter and Facebook offer and honor for those respective services, please visit here for Google, here for Twitter, and here for Facebook. You may opt out of certain ad targeting and retargeting services by visiting the Digital Advertising Alliance’s opt-out page, or the Network Advertising Initiative’s opt-out page.
· We also may share information about you with third parties whenever you consent to or direct such sharing. This includes, for example, if you connect your NuVuw account with a third-party app in our App Center.
How does NuVuw respond to legal requests for my information?
We vigilantly protect the privacy of your account. We will not disclose your information to law enforcement or other governmental authorities unless we believe it is required to comply with warrants, court orders, subpoenas, or other lawful government requests. This may include responding to legal requests from jurisdictions outside of the United States where we have a good faith belief that the response is required by law in that jurisdiction, affects users in that jurisdiction, and is consistent with internationally recognized standards of due process.
We narrowly interpret all information requests, and we only disclose Content in your account that is specifically responsive to a government warrant or where you have provided your explicit consent. We will notify you if we believe we are compelled to comply with a third party’s legal demand for your information, and we routinely push back on government orders to delay user notice that we view as overly broad. In addition, in rare cases, we may share your information as necessary to investigate or take action regarding illegal activities, suspected fraud, or potential threats against persons, property or the systems on which we operate the Service, or as otherwise necessary to comply with our legal obligations.
How can I manage my information stored in NuVuw?
Consistent with our first law of data protection—your data is yours—in most cases, you can manage your information simply by logging into your account and editing your information directly within the NuVuw service.
However, if you prefer, you can contact us at compliance@NuVuw.com to ask us to provide access to, correct, update, or delete your personal information. Please note that we may ask you for proof of account ownership and/or identity before fulfilling your request. We will comply with such requests to the extent required by applicable law or the US-Swiss Privacy Shield and US-EU Privacy Shield.
A Note for our European Users about our Data Processing Grounds and Data Access Rights
The European Union’s GDPR requires that we provide notice in a specific way to our European users about their privacy rights. We process Account Holder or End User personal information on one of three grounds, depending on the circumstances: (i) your affirmative consent, in which case you will have the right to withdraw consent at any time; (ii) contractual necessity; or (iii) our legitimate interest in providing the Service. In addition, we are required to list the data access right available to all users in a specific way.
How long does NuVuw store my information?
NuVuw’s mission is to help you remember everything important in your life. In order to do that, we make the Content you store in NuVuw readily accessible to you, until you make the decision to delete it.
If you delete your Content and then sync, it will no longer be accessible to you or others who may access the Service. The NuVuw service’s back-up systems may retain residual copies of your deleted Content for up to one year due to the nature of those systems’ operations.
NuVuw provides you with features that allow you to communicate and collaborate with other users. Please note that deleting your copy of these communications (such as messages) won’t delete copies existing in the accounts of people you were interacting with.
For users who are inactive for extended periods of time, we may close your account to satisfy our obligations under applicable law, and in accordance with our data retention policy. If that happens, we will try to notify you before taking any action.
What happens if I want to stop using NuVuw?
As described above, you can delete your Content at any time, and you can stop using the NuVuw service at any time. And as we promise in our third law of data protection, your data is portable. You can export your stored data at any time.
What happens if NuVuw closes my account?
If NuVuw deactivates your account due to a TOS violation, then you may contact us to request deletion of your Content, and we will evaluate such requests on a case by case basis, pursuant to our legal obligations.
Where does NuVuw store my information?
When you use NuVuw Software on your computing device, such as by using one of our downloadable applications, some of your data will be stored locally on that device.
When you sync your computing device with the Service, that data will be replicated on servers maintained in the EU. This means that if you store information in or submit data to the NuVuw website or NuVuw Software and sync such NuVuw Software with the NuVuw service, you acknowledge your personal information will be transmitted to, hosted, and accessed in the United States.
Which NuVuw company is my data controller?
Your data controller is NuVuw Limited in England unless you reside in Malta where your your data controller is Malta-based NuVuw Limited.
How does NuVuw comply with data transfer rules?
If you are a resident of the European Economic Area (“EEA”) or Switzerland, please note that we use standard contractual clauses approved by the European Commission to transfer your personal Information from the EEA or Switzerland to the United States and other countries.
In addition, NuVuw Limited has certified its compliance with the EU-US Privacy Shield Framework and the Swiss-US Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from EU member countries and Switzerland.
How can I contact NuVuw?
20-22 Wenlock Road
London N1 7GU
Attention: Privacy Team
· Account Holder means the person or entity who has contracted with NuVuw as either an individual Home Owner user or as a Business Customer as defined in our NuVuw Business Agreement.
· Collaboration Features means any of the Service’s features that allow you to share or collaborate on Content.
· Content means the text, images, and other data you choose to input, upload, and store in NuVuw.
· End User means the individual who uses an account on the NuVuw service.
· NuVuw (or sometimes “we” or “us”) means NuVuw Limited and its affiliated companies that also act as data controllers:
· NuVuw Service means the NuVuw Software (as defined below) and other products, services and websites hosted or made available by NuVuw, including our downloadable applications and Help & Learning pages.
· NuVuw Software means the software hosted on NuVuw’s servers and the software we make available to be deployed by you or a third party to enable capturing of Content originating outside the Service, such as NuVuw software applications for compatible computing devices that enable access and use of the Service through such device
· Group Companies means NuVuw Limited and its wholly owned subsidiaries, which include NuVuw Limited in Malta.
· Paid Service means NuVuw Home Owner, Trade Professional, NuVuw for Small Business, and any other NuVuw offering for which we collect payment (in the form of currency or NuVuw Credits).
1. User Guidelines
The NuVuw team works hard to provide you with a service that makes you happier and more productive. We strive to give you a great experience by offering essential apps, making sure that your data is protected and being fully transparent about our data handling practices. In return, we ask that you respect the NuVuw Service and other users, and follow these rules about what not to do when you’re using the Service. Please remember that when you agreed to our Terms of Service (including these Guidelines), you agreed that you are responsible for any and all conduct and Content under your account.
You agree that when you use the Service:
· You Won’t Use NuVuw to Back Up Your Hard Drive or Do Other Things It’s Not Intended For. NuVuw is designed and built around a core set of productivity-enhancing use cases. Things like note taking, web clipping, image capture, task management, collaboration and discussion, and sharing documents—the core activities that support the modern way we work together (otherwise known as “Intended Uses”). NuVuw is not designed for cloud backup, file synchronization, or file storage/archiving (“Unsupported Uses”). Examples of Unsupported Uses include systematically backing up a hard drive, storing a media library, automatically archiving emails or files, or maintaining large quantities of files for storage-only purposes. Using NuVuw for these purposes may result in you and/or other users having a significantly degraded NuVuw experience. The quality of your NuVuw experience depends on using NuVuw for its Intended Uses.
· You Won’t Use NuVuw for Anything Illegal or Promote Illegal Activities. So don’t do things like post instructions on how to assemble bombs; promote harm to any person, group of people or any governmental or legal entity; or stalk or harass anyone. This also means don’t violate laws or regulations applicable to you or the use of the Service. You, and not NuVuw, are responsible for complying with any laws or regulations applicable to the data in your account.
· You Won’t Violate Our Users’ Rights. Don’t invade another’s privacy, and don’t use someone’s personal data for commercial purposes or in some other manner that violates their rights or applicable laws. This also means you shouldn’t upload, post or otherwise transmit any Content that you don’t have a right to transmit under any law or under contractual or fiduciary relationships (e.g., inside information, confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
· You Won’t Annoy or Scam Our Users. Don’t upload, post or otherwise transmit any unsolicited or unauthorized advertising or promotional materials. So no spam, no pyramid schemes, and definitely no “I got kidnapped and need you to wire me $1,000” schemes. Don’t try to solicit users’ passwords or personal information. This also means no engaging in commercial activities within the Service or on behalf of NuVuw without our prior approval (e.g., displaying a banner designed to profit you or any other business or organization or displaying banners for services that provide cash or cash-equivalent prizes to users in exchange for hyperlinks to their web sites). And don’t use the Service as a forwarding means to another website.
· You Won’t Send Unwanted Messages. NuVuw’s Collaboration Features (those features that allow NuVuw users to share or collaborate on Content) are intended to enable you to interact and share with people you know and/or who are part of your organization. Do not send unsolicited messages to anyone who does not share this kind of connection with you. And when you want to send a message to someone who does not yet have an NuVuw account, never use NuVuw to send an email, SMS, or other type of message to that person unless you are certain that the recipient wants to receive this type of message from you.
· You Won’t Violate IP Rights. Don’t upload, post or transmit Content that infringes the copyright, trademark or other intellectual property or proprietary rights of another party. And don’t take any action that would be in violation of NuVuw’s Trademark Brand Guidelines and Usage Requirements.
· You Won’t Mess With Our Service. Don’t ruin this for everyone. Don’t upload, promote or distribute software viruses or any other kind of computer code, files or programs that attempt to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Don’t interfere with our servers or networks connected to the Service, or with the services and networks of the Service Providers whose services we use to help deliver the Service. Don’t try to disguise the origin of any Content transmitted through the Service. Unless NuVuw has given you its prior approval, don’t access or attempt to access the Service by any means other than through the interface provided by NuVuw (including through the use of scripts, web crawlers or the like). And don’t use the Service in a manner that could lead to the interruption of access to the Service for others.
· You Won’t Attempt to Copy or Resell Our Service. Don’t try to reproduce NuVuw or otherwise try to exploit any part of, use of or access to the Service. Don’t advertise for sale or resell NuVuw Paid Services without NuVuw’s prior authorization. This also means you won’t attempt to fraudulently acquire NuVuw credits or distribute same. NuVuw reserves the right to cancel NuVuw credit that we believe were acquired in bad faith or with the intent of defrauding NuVuw.
· You Won’t Pretend to Be Someone You’re Not. Just be yourself. In particular, don’t pretend to work at or be affiliated with NuVuw if that’s not true.
· You Won’t Exceed the Scope of Your Authorized Use. Don’t access or use features that you don’t have a right to use; don’t mess around with other users’ Content if they haven’t given you permission to do so.
· You Won’t Use Shared or Public Notebooks to Post Objectionable Content. Don’t upload, publish or display Content that contains nudity, sexually graphic material or material that is otherwise deemed explicit by NuVuw; that NuVuw deems threatening, abusive, harassing, defamatory, libelous, obscene, invasive, hateful or racially, ethnically or otherwise objectionable; or that NuVuw determines conflicts with your obligations under applicable local law or these User Guidelines.
While we hope that all users of the NuVuw service comply with these Guidelines, we must caution you that, notwithstanding these Guidelines and the requirements in our Terms of Service, you may be exposed to offensive, indecent or objectionable Content when using the Service. We expect that you understand this and, accordingly, you use the Service at your own risk.
If you encounter any of the prohibited uses listed above, or any other objectionable content, you may contact us at compliance@NuVuw.com.
Thanks for helping to make NuVuw a great experience for everyone!