1. Your use of the Site
(a) The Site and the Services contains text, graphics, logos, icons, and other materials (Site Content) furnished by NES. The Site Content is protected under copyright, trade-mark, and other intellectual property laws of Canada, the United States and other nations. All Site Content, including the collection, arrangement, and assembly of such content, is the exclusive property of NES and its licensors. You may not sell, reproduce, distribute, modify, display, prepare derivative works based on, re-post or otherwise use any of the Site Content in any way for any public or commercial purpose without the prior written consent of NES.
(b) Nothing contained in this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade-mark displayed on this Site. The LeadManaging.com name and logo are trade-marks of NES. Any and all other trade-marks contained in the Site belong to their respective owners.
(c) You understand and agree that the Site is provided AS-IS and that NES assumes no responsibility for the timeliness, truthfulness, accuracy, reliability or completeness of any information made available to You through the Site or for the misdelivery of any information extracted or downloaded by You.
2. CONDUCT AND USE OF THE SITE AND THE SERVICES
(a) You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that You, and not NES, are entirely responsible for all Content that You upload, post, email, transmit or otherwise make available via the Site and/or the Services.
(c) NES does not control the Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will NES be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Site and/or the Services.
(e) You agree not to upload survey links to message boards or newsgroups without NES’s express permission.
(f) You agree to not use the Site or the Services to:
(i) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another\'s privacy, hateful, or racially, ethnically or otherwise objectionable;
(ii) harm minors in any way;
(iii) impersonate any person or entity, including, but not limited to, a NES official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(iv) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(v) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(vi) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, \"junk mail\", \"spam\", \"chain letters\", \"pyramid schemes\", or any other form of solicitation;
(vii) interfere with or disrupt the Site and/or the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site and/or Services;
(viii) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the Ontario Securities Commission, the Canadian Securities Administrators, the United States Securities and Exchange Commission; any rules of any national or other securities exchange, including, without limitation, the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange or the NASDAQ; and any regulations having the force of law.
(a) E-mail and Prohibited Content
(i) Email messages sent in connection with the Site and/or the Services must contain an \"unsubscribe\" link. You acknowledge and agree that You will not hide, disable, or remove or attempt to hide, disable, or remove the opt-out link from any email invitation.
(ii) You will actively manage and process unsubscribe requests received by You directly within ten (10) days of submission, and update your email lists and address books to reflect the unsubscribe requests. You are responsible for ensuring that during use of the Site and/or the Services Your email messages do not generate a number of spam complaints in excess of industry standards. If NES determines that your level of spam complaints is higher than industry standards, NES, in its sole discretion, has the right to terminate Your use of its Services.
(b) Permission Lists Only
(i) NES has a zero-tolerance spam policy. You will be denied access to the Site and/or the Services for sending unsolicited email messages. Recipients must have opted in to receiving email communications from You, the sender. You can only use NES to send emails to lists of recipients that have given You permission to email them.
(ii) The use of third-party, purchased, rented, or harvested mailing lists is prohibited. NES will terminate Your use of the Site and/or the Services if You violate this prohibition.
(iii) You can not use the Site and/or the Services to email newsgroups, message boards, distribution lists, or unsolicited email addresses.
(iv) You agree that you will not utilize the Site and/or the Services to send any commercial electronic mail messages to any recipient who has opted out, unsubscribed, or otherwise objected to receiving such messages from You or another party on whose behalf You may be commissioned.
4. COPYRIGHT LAWs
(a) The Services are licensed, not sold. All title and copyrights in and to the Site and the Services are owned by NES or its suppliers.
(b) All title and intellectual property rights in and to the Site Content which may be accessed through use of the Site and/or the Services are the property of the respective Site Content owner and also may be protected by applicable copyright or other intellectual property laws and treaties.
(c) In the event of any dispute between You and a third party in respect of any alleged copyright infringement arising from Your use of Site Content via the Site and/or the Services (a Dispute or Disputes), You hereby release and agree to hold harmless NES, its directors, officers, shareholders, advisors, agents and employees, from any and all claims, demands and damages (whether actual, consequential, undisclosed, disclosed or otherwise) arising out of or in any way connected with such Disputes.
5. COMPLIANCE WITH APPLICABLE LAWS
(b) You also agree not to intentionally or unintentionally violate any applicable local, state, provincial, federal, national, or international law, including, but not limited to, regulations promulgated by the Ontario Securities Commission, the Canadian Securities Administrators, the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law.
6. MODIFICATIONS TO the site and the SERVICEs
(a) NES reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site and/or the Services (or any part thereof) with or without notice. You agree that NES shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
(b) You agree that NES has no responsibility or liability for the deletion or failure to store any survey data or other Content maintained or transmitted by the Service. You acknowledge that NES reserves the right to delete accounts that are inactive for an extended period of time. You further acknowledge that NES reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
(a) NES makes no claims or representations about any website not under NES\'s control that You may access from the Site and/or the Services by link, frame, or any other means (\"Linked Site\"). Any link, frame, or any other means to access any Linked Site provided by NES or otherwise accessible from the Site and/or the Services does not constitute NES\'s endorsement, recommendation, or acceptance of any responsibility for the Site Content of that Linked Site or the operators of that Linked Site.
8. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND YOU EXPRESSLY AGREE THAT:
(a) EVERYTHING ON THE SITE AND IN THE SERVICES, IS PROVIDED TO YOU AS IS AND AS AVAILABLEWITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT.
(b) FOR GREATER CLARITY, NES MAKES NO REPRESENTATIONS, WARRANTIES AND CONDITIONS REGARDING THE SITE CONTENT CONTAINED ON THIS SITE OR THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, AND SPECIFICALLY DISCLAIMS ANY WARRANTY AND CONDITION AS TO THE SUITABILITY, RELIABILITY, TIMELINESS OR ACCURACY OF THE SITE CONTENT OR ANY CONTENT MADE AVAILABLE THROUGH THE SITE AND THE SERVICES, RESPECTIVELY, FOR ANY PURPOSE.
(c) NES MAKES NO REPRESENTATIONS, WARRANTIES AND CONDITIONS THAT (I) THE SITE, SITE CONTENT, CONTENT OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) ACCESS TO THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SITE CONTENT, CONTENT OR THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY SITE CONTENT AND CONTENT OBTAINED BY YOU THROUGH THE SITE OR THE SERVICES, RESPECTIVELY, WILL MEET YOUR EXPECTATIONS; AND (IV) YOUR USE OF THE SITE, SITE CONTENT, CONTENT OR THE SERVICES WILL NOT VIOLATE COPYRIGHT LAWS IN OTHER JURISDICTIONS OR THE RIGHTS OF THIRD PARTIES.
(d) ANY SITE CONTENT AND CONTENT DOWNLOADED, EXTRACTED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICES, RESPECTIVELY, IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY SUCH MATERIAL.
(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NES OR THROUGH THE SITE OR THE SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY MADE HEREIN.
9. LIMITATION OF LIABILITY
(a) THE SERVICES IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE SITE AND/OR THE SERVICES. NES AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SITE AND/OR SERVICES. AT ANY TIME, NES CORPORATION AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE SITE CONTENT AND THE SERVICES, CONTAINED WITHIN THE SITE AND/OR THE SERVICES, FOR ANY PURPOSE. ALL SUCH SERVICES ARE PROVIDED \"AS IS\" WITHOUT WARRANTY OF ANY KIND. NES AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO ITS SITE AND/OR SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT. YOU SPECIFICALLY AGREE THAT NES SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT, ANY CONTENT SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITE AND/OR SERVICES. YOU SPECIFICALLY AGREE THAT NES IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER\'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT NES IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN THE SITE AND/OR SERVICES BY ANY THIRD PARTY.
(d) You expressly understand and agree that in no event shall NES, its directors, officers, shareholders, employees, agents or advisors be liable to You for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, Content or other intangible losses (even if NES has been advised of the possibility of such damages under contract, warranty, negligence, strict liability or any other theory), resulting from: (i) the use or the inability to use the Site, Site Content or Content or the Services; (ii) any third party claims resulting from the use by You of the Site and/or the Services; or (iii) any other matters relating to the Site, Site Content, Content or the Services.
12. NO AGENCY; THIRD PARTY BENEFICIARY
14. NO WAIVER
15. GOVERNING LAW
16. ENTIRE AGREEMENT
1. LMS general users
(a) To view and/or use a demonstration of the LMS, You must provide true, accurate and complete registration information. As part of the registration process, You will be asked to select a username and password and You will be responsible for all activities occurring under Your username and for keeping Your password secure. Your username and password will allow for access to view and/or use a demonstration of the LMS only.
(b) You agree to (a) immediately notify NES of any unauthorized use of Your password or account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. NES cannot and will not be liable for any loss or damage arising from Your failure to comply with this provision. NES reserves the right to monitor, reject, suspend or delete Your username and password for any reason whatsoever, in its sole discretion.
(c) Once You have a registered username and password, You may view and/or use a demonstration of the LMS (a General User or collectively, General Users). As a General User, You are limited to viewing the content of the LMS and/or using a demonstration of the LMS.
(d) NES reserves the right, in its sole discretion, to prevent access to the LMS to any General User if the General User violates the Terms or Use or for any reason whatsoever.
(e) On providing reasonable notice to NES, a General User may: (i) request removal of his or her personal information by contacting the Client (as defined in the LMS Client License Agreement (LMS CLA)) or if necessary, by emailing NES at firstname.lastname@example.org.
2. LMS - CLIENTS
(a) To obtain a license to use the LMS, You must sign up and submit the LMS CLA located at http://www.discovernes.com/wordpress/about-nes/terms-of-use/. The signed LMS CLA must be agreed to and approved by NES.
(b) Upon receipt of a signed LMS CLA and payment under the terms and conditions of the LMS CLA, NES will provide its Client (as defined in the LMS CLA) with a username and password. Clients will be solely responsible for all activities occurring under the Clients username and for keeping the Clients password secure.
(c) Once a Client has received a username and password from NES, the Client may use the LMS subject to the terms and conditions in the LMS CLA.