Last updated: August 17th, 2022
This Navalapp Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between the applicable Navalapp Contracting Party specified in Section 15 below (also referred to as “Navalapp,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”).
This Agreement takes effect when you click an “I Accept” or “I agree” (or similar text) button or checkbox presented with these terms or when you use any of the Service Offerings, whichever is earlier (the “Effective Date”). This Agreement does not have to be signed in order to be binding. You represent to us that you are lawfully able to enter into contracts.
If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
Please see Section 15 for definitions of certain capitalized terms used in this Agreement.
1. Use of the Service Offerings
You may access and use the Service Offerings in accordance with this Agreement. Our Service Level Agreement applies as well to the Service Offerings. You will comply with the terms of this Agreement and all laws, rules, and regulations applicable to your use of the Service Offerings.
1.1 Your account
To access most of the Services, you must have a Navalapp account associated with a valid email address. You will only create one account per email address.
You must be at least 18 years of age to create an account on Navalapp and use the Services. If you are younger than 18 but above the required age for consent to use online services where you live (for example, 13 in the US or 16 in Ireland), you may not set up an account, but we encourage you to invite a parent or guardian to open an account and help you access content that is appropriate for you. If you are below this age of consent to use online services, you may not create a Navalapp account. If we discover that you have created an account that violates these rules, we will terminate your account.
You may not share your account login credentials with anyone else.
You may not transfer your account to someone else or use someone else’s account. If you contact us to request access to an account, we will not grant you such access unless you can provide us with the information that we need to prove you are the owner of that account. In the event of the death of a user, the account of that user will be closed.
For Paid Plans, Paid Courses, and purchasing Merch, you must have a valid form of payment.
You can terminate your account at any time.
2.1 To the Services
You acknowledge that the Service Offerings are on-line, subscription-based products, and that in order to provide improved customer experience we may make changes to the Service Offerings. Subject to our obligation to provide Service Offerings under existing Orders, we can discontinue any Service Offerings, any Additional Services, or any portion or feature of any Service Offerings for any reason at any time without liability to you.
We will provide you at least 1 months’ prior notice if we discontinue material functionality of a Service that you are using, or materially alter a customer-facing API that you are using in a backwards-incompatible fashion, except that this notice will not be required if the 1 month notice period
(a) would pose a security or intellectual property issue to us or the Services,
(b) is economically or technically burdensome, or
(c) would cause us to violate legal requirements.
2.2 To the Service Level Agreements
We may change, discontinue, or add Service Level Agreements from time to time in accordance with Section 13.
3. Security and Data Privacy
3.1 Navalapp Security
Without limiting Section 11 or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access, or disclosure.
3.2 Data Privacy
Your Content will be stored in Navalapp appliances located in Finland, and Amazon Web Services (“AWS“) appliances located in Ireland. Some of Your Content may also be stored in Bunny.net appliances located in Germany. Some information gathered automatically for analytic purposes will be stored in AWS and Bunny.net appliances located in the USA. You consent to the storage of Your Content in, and transfer of Your Content into, Finland, Ireland or any other country of the European Union, and the USA.
We will not access or use Your Content except as necessary to maintain or provide the Service Offerings, or as necessary to comply with the law or a binding order of a governmental body. We will not (a) disclose Your Content to any government or third party or (b) subject to Section 3.3, move Your Content to another location different to the two described before; except in each case as necessary to comply with the law or a binding order of a governmental body.
Unless it would violate the law or a binding order of a governmental body, we will use commercially reasonable efforts to give you notice of any legal requirement or order referred to in this Section 3.2.
3.3 Service Attributes
To provide billing and administration services, we may process Service Attributes in the European Union and in the United States. To provide you with support services initiated by you and investigate fraud, abuse or violations of this Agreement, we may process Service Attributes where we maintain our support and investigation personnel.
4. Your Responsibilities
4.1 Your Account
You must notify us immediately upon suspecting or learning that someone else may be using your account without your permission (or if you suspect any other breach of security) by contacting us. We may request some information from you to confirm that you are indeed the owner of your account.
Except to the extent caused by our breach of this Agreement,
(a) you are responsible for all activities that occur under your account, including for any harm or damage (to us or anyone else), regardless of whether the activities are authorized by you or undertaken by you, your employees, a third party (including your contractors or agents), or by someone using your account without your permission and
(b) we and our affiliates are not responsible for unauthorized access to your account.
4.2 Your Content
You will ensure that Your Content and your use of Your Content or the Service Offerings will not violate any of the Policies, any applicable law, any third-party intellectual property, privacy, publicity or other rights, or any of your third-party policies, agreements, or terms governing your Content.
You can only post content to Navalapp that doesn’t violate someone else’s intellectual property rights. The best way to help make sure that what you post to Navalapp doesn’t violate copyright law is to only post content that you’ve created yourself. It’s possible to infringe someone else’s copyright when you post their content on Navalapp, even if you:
- Bought or downloaded the content.
- Recorded the content onto your own recording device.
- Gave credit to the copyright owner.
- Included a disclaimer that you didn’t intend to infringe copyright.
- Didn’t intend to profit from it.
- Modified the work or added your own original material to it.
- Found the content available on the Internet.
- Saw that others posted the same content as well.
- Think the use is a fair use.
Before you post content on Navalapp, you may want to ask:
- Have I created all of the content myself?
- Do I have permission to use all of the content included in my post?
- Does my use of the content fall within an exception to copyright infringement?
- Is the content protected by copyright?
It’s generally a good idea to get written permission from the author of the work before posting content on Navalapp. You might be able to use someone else’s content on Navalapp if you’ve received permission from them. You may also be able to use someone else’s content if it’s in the public domain, is covered by fair use or there is another exception to copyright.
Other than our express obligations under Section 3, we assume no responsibility or liability for Your Content, and you are solely responsible for Your Content and the consequences of submitting and using it with the Service Offerings. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.
When you submit content for an article or a course, you are responsible for all content that you have created, including lectures, videos, images, files, quizzes, exercises, practice tests, assignments, resources, answers, labs and assessments. You represent and warrant to us that:
(a) you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to write the article, or to teach and offer the services that you offer through our Service Offerings;
(b) you will ensure a quality of service and of the submitted content that corresponds with the standards of your industry and instruction services in general;
(c) you will not frame or embed the Services (such as to embed the article or a free version of a course) or otherwise circumvent the Service Offerings.
In the case of course-related content, you also represent and warrant to us that:
(a) you will not use the Service Offerings for business other than providing tutoring, teaching, and instructional services to the users enrolled in the course;
(b) you will not engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording;
(c) your content will not fall below our quality standards or has a negative impact on the student experience.
Additionally, if you are the instructor or the content creator of a course, you don’t have a direct contractual relationship with the users enrolled on it (students), so the only information you’ll receive about students is what is provided to you through the Services. You represent and warrant to us that:
(a) you will not use the data you receive related to users enrolled on the course for any purpose other than providing your services to those students on the Navalapp platform;
(b) you will not solicit additional personal data or store students’ personal data outside the Navalapp platform;
(c) you agree to indemnify Navalapp against any claims arising from your use of students’ personal data.
4.3 Content Backup
You are responsible for properly using the Service Offerings and taking appropriate action to routinely save Your Content.
4.4 Log-In Credentials
Navalapp log-in credentials are for your use only and you will not sell, transfer or sublicense them to any other entity or person.
5. Fees and Payment
5.1 Service Fees
Payments must always be made in advance by using one of the payment methods we support. Your chosen payment method will be charged when we process your order and send you a Confirmation (this usually occurs immediately, and you will be shown a message confirming your payment). You are responsible for determining that we have received payment and that your order has been processed.
Recurring charges are billed in advance of access. You agree to provide us with valid, up-to-date, and complete billing information. You will further authorize us to bill you on renewal dates. All renewals are subject to the applicable Service Offerings continuing to be offered and will be charged at the then-current rates.
We calculate and bill fees and charges monthly. Sometimes we may offer an annual subscription as well. In this case, we will calculate and bill fees annually. You will pay us the applicable fees and charges for the use of the Service Offerings as described on the Navalapp Site (https://navalapp.com) using one of the payment methods we support. You agree that we bill your payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.
All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Navalapp Site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice.
You understand that there may be fees and taxes that are added to our prices.
All fees payable by you are exclusive of Indirect Taxes. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you.
Payments are nonrefundable and there are no refunds or credits for partially used periods. You must cancel your membership before it renews in order to avoid being charged for the next billing cycle.
5.4 No contingencies on other products or future functionality
You acknowledge that the Service Offerings are being purchased separately from any of our other products or services.
Payment obligations for any products or services are not contingent on the purchase or use of any of our other products (even if listed in the same order).
You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any Service Offerings beyond the current Subscription Term), or dependent on any oral or written public comments we make regarding future functionality or features.
6. Free accounts, evaluations, trials, and betas
We may offer certain Service Offerings to you at no charge, including free accounts, trial use, evaluation, proof-of-concept, pre-release, preview, experimental, and Beta Versions as defined below (collectively, “No-Charge Products”).
Your use of No-Charge Products is subject to any additional terms that we specify and is only permitted during the Subscription Term we designate (or, if not designated, until terminated in accordance with this Agreement). Except as otherwise set forth in this Section 6, the terms and conditions of this Agreement governing the Service Offerings, including Section 9.5, fully apply to No-Charge Products. No Service Level Commitment is provided for No-Charge Products.
We may modify or terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you.
You understand that any trial use, evaluation, proof-of-concept, pre-release, preview, experimental, and beta Service Offerings, and any trial use, evaluation, proof-of-concept, pre-release, preview, experimental, and beta features, that we make available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Service Offerings. We make no promises that any Beta Versions will ever be made generally available nor that any generally available version will contain the same or similar functionality as the version made available by the Beta Versions. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section 6. All information regarding the characteristics, features, or performance of any No-Charge Products (including Beta Versions) constitutes our Confidential Information.
Because the Beta Versions involve features, technologies and services that are not yet generally available, you acknowledge that any violation of this Section 6 could cause irreparable harm to us for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore agree that we will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Section 6.
To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support, warranty and indemnity obligations. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, OUR MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS WILL BE EU€50.
7. Temporary Suspension
We may suspend your right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:
(a) your use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) could adversely impact our systems, the Service Offerings or the systems or Content of any other Navalapp customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent;
(b) you are in breach of this Agreement;
(c) you are in breach of your payment obligations under Section 5.
7.2 Effect of Suspension
If we suspend your right to access or use any portion or all of the Service Offerings:
(a) you remain responsible for all fees and charges you incur during the period of suspension; and
(b) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension.
8. Term; Termination
The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 8. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 8.2.
(a) Termination for Convenience. You may terminate this Agreement for any reason by closing your account. We provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice.
(b) Termination for Cause.
(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.
(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 7, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.
(iii) By Us. We may also terminate this Agreement immediately without notice to you (A) if you opt-out (unsubscribe) from our Newsletter, or (B) you have not logged in to your Navalapp’s account within the last twelve months.
8.3 Effect of Termination.
Upon the Termination Date:
(i) all your rights under this Agreement immediately terminate;
(ii) you remain responsible for all fees and charges you have incurred through the Termination Date;
(iii) Sections 4.1, 5, 8.3, 9 (except the license granted to you in Sections 9.3 and 9.4), 10, 11, 12, 14, and 15 will continue to apply in accordance with their terms.
9. Proprietary Rights
9.1 Your Content
Except as provided in this Section 9, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use (access, use, process, copy, distribute, perform, export, and display) of Your Content to provide the Service Offerings.
Solely to the extent that reformatting Your Content for display in the Service Offerings constitutes a modification or derivative work, the foregoing consent also includes the right to make modifications and derivative works. We may also access your account in order to respond to your support requests.
When you submit content for an article or a course, you grant Navalapp the rights to offer, market, and otherwise exploit your Submitted Content. This includes the right to add captions or otherwise modify the Submitted Content to ensure accessibility. You also authorize Navalapp to sublicense these rights to your Submitted Content to third parties, including to the Service Offerings users that will enroll in the course directly and through third parties such as resellers, distributors, affiliate sites, deal sites, and paid advertising on third-party platforms.
We may record and use all or any part of your article-related or course-related Submitted Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Service Offerings. You grant Navalapp permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, your Submitted Content, or Navalapp’s content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.
You give us permission to share your article-related content or course-related content for free with our employees, with selected partners, and in cases where we need to restore access to accounts who have previously purchased it. You understand that you will not receive compensation in these cases.
Unless otherwise agreed, you have the right to remove all or any portion of Your Content from the Service Offerings at any time. Except as otherwise agreed, Navalapp’s right to sublicense the rights in this section will terminate with respect to new users 60 days after the Submitted Content’s removal. However, (1) rights given to students before the Submitted Content’s removal will continue in accordance with the terms of those licenses (including any grants of lifetime access) and (2) Navalapp’s right to use such Submitted Content for marketing purposes shall survive termination.
9.2 Adequate Rights
You represent and warrant to us that:
(a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions;
(b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement; and
(c) none of Your Content or your use of Your Content or the Service Offerings will violate the Acceptable Use Policy.
9.3 Service Offerings License
We or our licensors own all right, title, and interest in and to the Service Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services solely in accordance with this Agreement. You obtain no rights under this Agreement from us, our affiliates, or our licensors to the Service Offerings, including any related intellectual property rights.
9.4 Content Access License
The Membership Level that you subscribe, purchase or renew determines the scope, features, and price of your access to a Subscription Plan. During your subscription to a Subscription Plan, you get a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license from us to access and view the content included in that Subscription Plan via the Service Offerings. You may not transfer, assign, or share your subscription with anyone else. We reserve the right to revoke any license to use the content in our Subscription Plans for legal or policy reasons at any time and at our sole discretion, such as if we no longer have the right to offer the content through a Subscription Plan.
When you enroll in a course, Navalapp grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and view the course content for which you have paid all required fees, solely for your personal, non-commercial, educational purposes through the Service Offerings, in accordance with these Terms and any conditions or restrictions associated with the particular content or feature of our Services. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any content unless we give you explicit permission to do so in a written agreement signed by a Navalapp authorized representative.
We reserve the right to revoke any license to access and use any content at any point in time in the event where we decide or are obligated to disable access to the content due to legal or policy reasons, for example, if the course or other content you enrolled in is the object of a copyright complaint, or if we determine it violates our Acceptable Use Policy. When we provide a lifetime access license it does not apply to enrollments via Subscription Plans or to add-on features and services associated with a course or other content you enroll in. For example, course instructors may decide at any time to no longer provide teaching assistance or Q&A (questions and answers) services in association with their course. To be clear, when we provide lifetime access to a course, the lifetime access is to the course content but not to the instructor.
Instructors and course creators may not grant licenses to their content to students directly, and any such direct license shall be null and void and a violation of these Terms.
9.5 License Restrictions
You will not use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. You will not, or will not attempt to
(a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Service Offerings,
(b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings (except to the extent applicable law doesn’t allow this restriction, and then only upon advance notice to us),
(c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas,
(d) resell or sublicense the Service Offerings,
(e) remove or obscure any proprietary or other notices contained in the Service Offerings,
(f) use the Service Offerings for competitive analysis or to build competitive products,
(g) publicly disseminate information regarding the performance of the Service Offerings, or
(h) encourage or assist any third party to do any of the foregoing.
You must only use the Navalapp Marks with our express agreement. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.
If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning:
(a) your use of the Service Offerings (including any activities under your Navalapp account and use by your employees and personnel, or by someone using your account without your permission);
(b) breach of this Agreement or violation of applicable law by you; or
(c) a dispute between you and any End User.
You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third-party subpoena or other compulsory legal order or process associated with third-party claims described in (a) through (c) above at our then-current hourly rates.
10.2 Intellectual Property
(a) Subject to the limitations in this Section 10, you will defend Navalapp, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
(b) Neither party will have obligations or liability under this Section 10.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content, or method. In addition, Navalapp will have no obligations or liability arising from your use of the Services after Navalapp has notified you to discontinue such use. The remedies provided in this Section 10.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.
(c) For any claim covered by Section 10.2(a), Navalapp will, at its election, either:
(i) procure the rights to use that portion of the Services alleged to be infringing;
(ii) replace the alleged infringing portion of the Services with a non-infringing alternative;
(iii) modify the alleged infringing portion of the Services to make it non-infringing; or
(iv) terminate the allegedly infringing portion of the Services or this Agreement.
The obligations under this Section 10 will apply only if the party seeking defence or indemnity:
(a) gives the other party prompt written notice of the claim;
(b) permits the other party to control the defence and settlement of the claim; and
(c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.
THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS
(A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND
(B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES
(I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT,
(II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE,
(III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND
(IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
YOU UNDERSTAND THAT USE OF OUR SERVICE OFFERINGS NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
12. Limitations of Liability
WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:
(A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY
(I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS,
(II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR,
(III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON;
(B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
(C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR
(D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA.
IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.
13. Modifications to the Agreement
We may modify this Agreement (including any Policies) at any time by posting a revised version on the Navalapp Site or by otherwise notifying you in accordance with Section 14.10 provided, however, that we will provide at least 30 days’ advance notice in accordance with Section 14.10 for adverse changes to any Service Level Agreement. Subject to the 30-day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Navalapp Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.
You must accept the modifications to continue using the Service Offerings. If you object to the modifications, your exclusive remedy is to cease using the Service Offerings by closing your account.
You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 14.1 will be void.
We may assign this Agreement without your consent
(a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or
(b) to any affiliate or as part of a corporate reorganization;
and effective upon such assignment, the assignee is deemed substituted for Navalapp as a party to this Agreement and Navalapp is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
14.2 Entire Agreement
This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision
(a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document,
(b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or
(c) related to any invoicing process that you submit or require us to complete.
If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control.
14.3 Force Majeure
We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms pursuant to Section 14.5 (Governing Law). All negotiations pursuant to this Section 14.4 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we and you waive any right to a jury trial.
Notwithstanding the provisions of this Section 14.4 (Disputes) and 14.5 (Governing Law), nothing in this Agreement will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations, or enforcement, or recognition of any award or order in any appropriate jurisdiction.
14.5 Governing Law
This Agreement will be governed by and construed in accordance with the applicable laws of the Republic of Finland. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of the courts in Helsinki, Finland, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Helsinki, Finland, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
The United Nations Convention for the International Sale of Goods does not apply to this Agreement. The U.S. Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted.
14.6 Trade Compliance
In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control.
For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service Offerings, including your transfer and processing of Your Content, and the provision of Your Content to End Users. You represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
14.7 Independent Contractors; Non-Exclusive Rights
We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party“) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Our Technology and any performance information relating to the Service Offerings will be deemed our Confidential Information without any marking or further designation.
Except as expressly authorized herein, the Receiving Party will
(1) hold in confidence and not disclose any Confidential Information to third parties; and
(2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement.
The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 14.9 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 14.9.
The Receiving Party’s confidentiality obligations will not apply to information which the Receiving Party can document:
(i) was rightfully in its possession or known to it prior to receipt of the Confidential Information;
(ii) is or has become public knowledge through no fault of the Receiving Party;
(iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or
(iv) is independently developed by employees of the Receiving Party who had no access to such information.
The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).
The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Navalapp Site; or (ii) sending a message to the email address then associated with your account; or (iii) through in-product notifications. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Notices we provide by posting on the Navalapp Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact Navalapp by facsimile transmission, overnight courier, or registered or certified mail to the Navalapp Contracting Party in Section 15 below. We may update the facsimile number or address for notices to us by posting a notice on the Navalapp Site. Your notices to us will be deemed given upon receipt.
14.11 Publicity Rights
We may identify you as a Navalapp customer in our promotional materials. We will promptly stop doing so upon your request sent to email@example.com.
14.12 No Third-Party Beneficiaries
Except as set forth in Section 10, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
14.13 No Waivers
The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
“Acceptable Use Policy” means the policy located at https://navalapp.com/legal/acceptable-use-policy/ (and any successor or related locations designated by us), as it may be updated by us from time to time.
“Account Information” means information about you that you provide to us in connection with the creation or administration of your Navalapp account. For example, Account Information includes names, usernames, phone numbers, email addresses, and billing information associated with your Navalapp account.
“API” means an application program interface.
“Content” means software (including machine images), data, text, audio, video, or images.
“End User” means any individual or entity that directly or indirectly accesses or uses Your Content.
“Indirect Taxes” means applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.
“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
“Navalapp Contracting Party” means Navalapp, which is part of Elakoon, Svinhufvudintie 2 D 30, 00570, Helsinki, Finland.
“Navalapp Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Navalapp and its affiliates that we may make available to you in connection with this Agreement.
“Navalapp Site” means https://navalapp.com (and any successor or related site designated by us), as may be updated by us from time to time.
“No-Charge Products” means Service Offerings offered to you at no charge, including free accounts, trial use, evaluation, proof-of-concept, pre-release, preview, experimental, and Beta Versions.
“Service” means each of the services made available by us or our affiliates, including web services. Services do not include Third-Party Content.
“Service Attributes” means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics, and analytics.
“Service Level Agreement” means all service level agreements that we offer with respect to the Services and post on the Navalapp Site, as they may be updated by us from time to time. The service level agreements we offer with respect to the Services are located at https://navalapp.com/legal/service-level-agreement/ (and any successor or related locations designated by Navalapp), as may be updated by Navalapp from time to time.
“Service Offerings” means the Services (including associated APIs) specified in the Navalapp Site and provided by the Navalapp Application, the Navalapp Content, the Navalapp Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third-Party Content.
“Suggestions” means all suggested improvements to the Service Offerings that you provide to us.
“Term” means the term of this Agreement described in Section 8.1.
“Termination Date” means the effective date of termination provided in accordance with Section 8, in a notice from one party to the other.
“Third-Party Content” means Content made available to you by any third party on the Navalapp Site or in conjunction with the Services.
“Your Content” means Content that you transfer to us for processing, storage or hosting by the Services in connection with your Navalapp account and any computational results that you derive from the foregoing through their use of the Services. For example, Your Content includes Content that you store in Navalap (texts, files, pictures, videos, quizzes, etc.). Your Content does not include Account Information.