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Terms and Conditions of Use

IMPORTANT—READ CAREFULLY: These Terms and Conditions of Use (also referred to herein as the “Agreement”) constitute a legal contract between you (either an individual or a single business entity hereinafter referred to as “you” or “User”) and NuGuava Technologies, LLC doing business as NuGuava (“NuGuava”) for NuGuava’s products and services (collectively the “Services”) identified herein, which include questions, documents, materials and results for use in conducting surveys and, as applicable, associated media and "online" or electronic documentation of same (the "Licensed Materials").


BY CLICKING THE [ENTER] OR [ACCEPTED] ICON ON THE SIGNUP PAGE, OR BY ENTERING THIS SITE, INSTALLING, DOWNLOADING, COPYING, OR OTHERWISE USING THE LICENSED MATERIALS, USER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, USER SHOULD NOT ENTER THE SITE, OR DOWNLOAD, COPY OR USE ANY OF THE LICENSED MATERIALS.


I. SUBSCRIPTIONS AND PAYMENT


Once User has requested an account to use the Services, User warrants that the information provided to NuGuava for the purposes of such subscription is complete and accurate and User shall endeavor to keep such information current. User acknowledges and agrees that User is responsible for choosing a unique and confidential password known only to User. User further acknowledges and agrees that User, and not NuGuava, is responsible for maintaining User’s account and its activities, and NuGuava does not control and is not responsible for (a) the content originating from User, (b) the content of the responses supplied by respondents to User’s surveys, or (c) the quality of such content.


Subscription membership to the Services is on a continuing basis unless cancelled. NuGuava will automatically renew User’s subscription at the end of your term unless you cancel your subscription using the tool on your account settings page on nuguava.com at any time prior to the end of your current subscription term. Unless NuGuava has increased its rates for User’s subscription level as provided below in this Section I, User will be charged a renewal rate equal to the rate for the immediately preceding subscription period, based upon the subscription frequency (monthly or annual). Your cancellation of a subscription through your account settings page will become effective on the date that the then-current subscription period ends.


User must submit valid credit card information in order to qualify for the 30-day free trial period to access nuguava.com. You warrant that the credit card information you provide to NuGuava is correct and you will promptly notify NuGuava of any changes. If User’s credit card payment cannot be processed for any reason, NuGuava may suspend or cancel your subscription, in NuGuava’s sole discretion. NuGuava will automatically begin billing User’s credit card for the subscription chosen at registration (lite, basic, intermediate, or unlimited level) on the date immediately following the last day of the trial period unless User cancels on your account settings page on or before the last day of the free trial period.


You may change your subscription frequency or level at any time using your account settings page, which will result in a change to the rate to be charged to your credit card at the beginning of the billing cycle following such change. New rates will be based on those rates effective on the date you make the change to your subscription level or frequency. If you change your subscription from monthly to annually, your annual contract will begin on the date you make the change and will conclude on the anniversary date thereof, with automatic renewals unless terminated by User.


If no changes are made to a current user’s subscription frequency or level, current users will maintain a renewal rate equal to the rate for the immediately preceding subscription period. Upon a lapse in subscription and any subsequent resumption of use, User will be charged the rate as published at the time of resumption.


NuGuava reserves the right to increase the charges for its subscription levels at any time. If no changes are made to a current User’s subscription frequency or level, current Users will maintain a renewal rate equal to the rate for the immediately preceding subscription period. Upon a lapse in subscription and any subsequent resumption of use, User will be charged the rate as published at the time of resumption. Notwithstanding the foregoing, NuGuava reserves the right to make adjustments to charges (partial refunds or upcharges) when warranted, in NuGuava’s sole discretion.


II. INTELLECTUAL PROPERTY


You acknowledge and agree that the Licensed Materials are proprietary to NuGuava and are protected by U.S. Copyright laws. You further acknowledge and agree that all right, title, and interest in and to the Licensed Materials, including associated intellectual property rights, are and shall remain with NuGuava. This Agreement does not convey to you an interest in or to the Licensed Materials or any programs related thereto, but only a limited right of use revocable in accordance with the terms of this Agreement.


Copyright. All the Licensed Materials (including, without limitation, NuGuava’s website and its layout and design, any images, photographs, charts, graphs, tables, animations, video, audio, music, text, questions, results and applets incorporated into the Licensed Materials), the accompanying media and printed materials, are owned by NuGuava or its suppliers. The Licensed Materials are protected by copyright laws and international treaty provisions. Therefore, you must treat the Licensed Materials like any other copyrighted material, subject to the provisions of this Agreement. User may not modify, remove, delete, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Licensed Materials, in whole or in part. If no specific restrictions are displayed, User may make copies of select portions of the Licensed Materials, provided that the copies are made only for User’s personal use and that User maintains any notices contained in the Licensed Materials, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. copyright laws (see, e.g. 17 U.S.C.A. §107), User may not upload, post, reproduce, or distribute in any way Licensed Materials protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright of other proprietary right. In addition to the foregoing, use of any software shall be governed by the software license agreement accompanying such software.


Trademark. NuGuava is also a service mark of NuGuava Technologies, LLC. No right, license, or interest in such trademark is granted hereunder; and you agree that no right, license, or interest shall be asserted by you with respect to such trademark. These and other NuGuava graphics, logos, and service marks and trademarks of NuGuava or its affiliates may not be used without prior written consent of NuGuava or its affiliates, as the case may be. All other third-party trademarks, product names, and company names and logos which may appear on nuguava.com are the property of their respective owners.


Submissions. When you transmit to NuGuava's website by any means or by any media any materials or other information (including, without limitation, questions, answers, comments, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, responses, data, questions, comments, suggestions or the like, you agree such submissions are unrestricted and shall be deemed nonconfidential, and you automatically grant NuGuava and its assigns a nonexclusive, royaltyfree, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same. User may upload to or otherwise distribute on nuguava.com only content that is not subject to any copyright or other proprietary rights protection of a third party. The unauthorized submission or distribution of copyrighted or other proprietary content is illegal and could subject the User to criminal prosecution as well as personal liability for damages in a civil suit. User will be liable for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from such submission. Neither NuGuava, nor its affiliates, nor any of their respective members, shareholders, partners, managers, officers, directors, employees, agents, third-party content providers, merchants, sponsors, licensors, or the like (collectively, “Affiliates”), will be liable for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from such User submission. In compliance with the Digital Millennium Copyright Act, Users and other persons can report an infringement to nuguava.com at the following email address: contact@nuguava.com. By submitting content to any area of the nuguava.com website, including participation in surveys or submitting questions, User automatically grants, or warrants, that the owner of such content has expressly granted nuguava.com the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, publish, translate, sublicense, copy and distribute the aggregate data in whole or in part worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such content.


III. DISCLAIMERS AND LIMITATIONS OF LIABILITY


User expressly agrees that use of nuguava.com is at User’s sole risk. Neither NuGuava nor its Affiliates warrant that nuguava.com will be uninterrupted or error free, nor do they make any warranty as to the results or responses that may be obtained from the use of nuguava.com, or as to the accuracy, reliability, or currency of any information content, service, or results provided through nuguava.com. NuGuava will strive to perform any necessary maintenance of nuguava.com outside of normal business hours (8 a.m. to 5 p.m. EST), but due to the nature of the technologies and internet stability in general, it may not always be possible to do so. User acknowledges and agrees that any such interruptions in service shall not be grounds for termination or refunds.


THIS SITE IS PROVIDED BY NUGUAVA ON AN “AS IS” AND “AS AVAILABLE” BASIS. NUGUAVA MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THIS SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, NUGUAVA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NUGUAVA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY NUGUAVA OR ITS AFFILIATES, SHALL CREATE A WARRANTY; NOR SHALL USER RELY ON SUCH INFORMATION OR ADVICE.


Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states liability is limited to the fullest extent permitted by law.


IV. EXPORT


The United States export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. User agrees to abide by these laws and their regulations, including but not limited to the U.S. Export Administration Act and the U.S. Export Administration Regulations, and not to transfer, directly or indirectly, by electronic transmission or otherwise, any content derived from nuguava.com to either a foreign national or other end-users or a foreign destination in violation of such laws.


V. ONLINE CONDUCT


User acknowledges and agrees that NuGuava’s survey Services are intended solely for User’s customers or with those whom User has previously done business or provided with User’s services. User acknowledges and agrees that the contact information for User’s customers provided to NuGuava will always be true and accurate. NuGuava recommends that User’s surveys to its customers include a statement that User’s customers’ responses to survey questions are anonymous unless User’s customers voluntarily choose to include personally identifiable information with their responses.


User agrees to use nuguava.com only for lawful purposes. User is prohibited from posting on or transmitting through nuguava.com any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racial, ethnically or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law.


If NuGuava is notified of allegedly infringing, defamatory, damaging, illegal or offensive content provided by User (e.g., through an online survey or comments), NuGuava may investigate the allegation and determine in its sole discretion whether to remove or request the removal of such content from nuguava.com. or take such other action as provided herein. NuGuava may disclose any content or electronic communication of any kind; (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate nuguava.com; or (iii) to protect the rights or property of NuGuava, its Users or providers.


NuGuava reserves the right to prohibit conduct, communication, or content that it deems in its sole discretion to be harmful to individual Users, nuguava.com, the communities that make up nuguava.com, or any rights of NuGuava or any third party, or to violate any applicable law. Notwithstanding the foregoing, neither NuGuava nor its third-party content providers can ensure prompt removal of questionable content after online posting. Accordingly, neither NuGuava, nor its Affiliates, shall assume liability for any action or inaction with respect to conduct, communication or content on nuguava.com.


User agrees to indemnify and hold harmless NuGuava and its Affiliates from any and all claims, suits, settlements, losses, liabilities, penalties or damages sustained by NuGuava due to User’s breach of this Agreement or use or misuse of the Services or the Licensed Materials, including without limitation the fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) incurred by or on behalf of NuGuava and/or any of its Affiliates, arising out of your breach of this Agreement or User’s use or misuse of the Services or the Licensed Materials.


VI. PRIVACY POLICY


In accordance with the terms of nuguava.com’s Privacy Policy, NuGuava respects the privacy of its Users.

View our Privacy Policy

VII. TERMINATION OF USAGE


NuGuava may terminate User’s access, or suspend User’s access to all or part of nuguava.com, without notice, for any conduct that NuGuava, in its sole discretion, believes is in violation of these Terms and Conditions of Use, or any applicable law, or is harmful to the interests of another User, a third party provider, a service provider, or NuGuava. In the event of non-compliance by User, NuGuava may recover from User any damages or costs incurred by NuGuava as a result of such non-compliance. Termination of (a) this Agreement, (b) User’s usage of or access to nuguava.com and/or (c) User’s account, shall not entitle User to any refund of any subscription fees previously paid by User.


In addition, any attempt by User to launch a phishing attack or campaign using the Licensed Materials will result in NuGuava terminating your account without notice, and reporting such attack or campaign to the appropriate authorities.


VIII. USAGE BY CHILDREN UNDER 13


NuGuava has no intention of collecting any personal data from children under 13 years of age and does not knowingly solicit data from, or market to, children under 18 years of age. Parents should be aware that our Privacy Policy will govern our own collection and use of personal data. However, information voluntarily given by children in surveys, chat sessions, e-mail exchanges, or other on-line forums, may be used by other parties to generate unsolicited e-mail. We encourage all parents to instruct their children in the safe and responsible use of their personal data while on the internet.


NuGuava requires that all purchases be made by individuals 18 years of age or older. EACH TIME YOU PURCHASE A PRODUCT OR SERVICE AT NUGUAVA.COM, YOU ARE REPRESENTING TO NUGUAVA THAT YOU ARE AN INDIVIDUAL 18 YEARS OF AGE OR OLDER.


IX. APPLICABLE LAW


This site is created and controlled by NuGuava in the State of Florida. As such, the laws of the State of Florida will govern the disclaimers, terms and conditions, without giving effect to any principles of conflicts of laws. NuGuava reserves the right to make changes to its site and these disclaimers, terms and conditions at any time. User hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Florida, and of the United States of America located in the State of Florida for any litigation arising out of or relating to the use of or purchase made through nuguava.com (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the courts of the State of Florida, and agrees not to plead or claim in any court of the State of Florida that such litigation brought therein has been brought in any inconvenient forum.


X. SEVERABILITY


The provisions of these Terms and Conditions of Use are intended to be severable. If for any reason any provision of these Terms and Conditions of Use shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.


XI. MISCELLANEOUS


All notices and other communications required or permitted to be given by NuGuava to User under this Agreement will be deemed to be delivered when either (a) posted on nuguava.com, (b) sent by e-mail to the e-mail address for User, or (c) sent by U.S. Mail to User’s last known address provided by User to NuGuava. User may give notices to NuGuava under this Agreement by e-mail to support@nuguava.com.


The parties hereto shall not act, or be deemed to act, as agents or partners of the other, nor be deemed to be acting in any joint venture under this Agreement. Neither party is authorized to represent the other or otherwise bind the other in any dealings with third parties.


User may not assign this Agreement without NuGuava’s consent, which consent may be withheld in NuGuava’s sole and absolute discretion. NuGuava may assign this Agreement in its sole discretion and will use reasonable efforts to notify you of an assignment. This Agreement shall inure to the benefit of NuGuava and its Affiliates, and their respective successors and assigns.


In any dispute arising out of this Agreement, the prevailing party shall be entitled to payments of its reasonable attorneys’ fees and costs.


The failure by NuGuava to enforce any of its rights or provisions of this Agreement shall not constitute a waiver of that provision or any other provision of this Agreement.


Any provision of this Agreement which is intended to survive or which must survive in order to give effect to its meaning shall survive the termination or expiration of this Agreement.


The headings contained herein are for the convenience of the parties only and shall not be used to interpret or construe any of the terms of this Agreement.


Any questions regarding these Terms and Conditions of Use should be directed to NuGuava by e-mailing us at contact@nuguava.com



XII. ACKNOWLEDGEMENT


The Terms and Conditions of Use, including any and all documents referenced herein, represent the entire understanding between you and NuGuava regarding your relationship with nuguava.com and supersede any prior undertakings, agreements, statements or representations. YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE by using the nuguava.com website. The aforementioned Terms and Conditions of Use are subject to change at any time without notice to you.