Last Updated July 29, 2021.
Welcome to the NOWHERE Beta.
NOWHERE enables organizers of events to offer video chat experiences in 3D environments via its proprietary social gathering platform (the “Service”).
PLEASE READ THE FOLLOWING CAREFULLY BEFORE ORDERING OR USING THE SERVICE.
By ordering or using the Service, you expressly acknowledge and agree that you are entering into a legal agreement with NWR Corp (“NWR”), and have understood and agree to comply with and be legally bound by, the terms and conditions of this Service Agreement for Event Organizers (“Agreement”). You hereby waive all applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement, please do not order or use the Service.
5. Active Development. You acknowledge and agree that:
(a) during the Term of this Agreement, the Service is and shall be in the development (Beta) stage with limited functionality only; (b) the Service may not operate properly, be in final form, or be fully functional; and (c) it may not be possible to make the Service fully functional or to comply with any particular specifications. You further acknowledge and agree that all updates, improvements, modifications, error corrections, bug fixes, and additional features that may be implemented or incorporated into the Service after the date hereof, as well as the timeline of implementing or incorporating any of the foregoing, shall be at the sole direction of NWR.
6. NWR Content.
(a)The: (i) the Service; (ii) the content on the Service which has been provided by NWR, including without limitation, the text, information, documents, descriptions, products, graphics, photos, sounds, videos, interactive features and services (the “Materials”), and (iii) NWR’s trademarks, service marks, and logos contained therein (“Marks”, and together with the Materials, the “NWR Content”), are the property of NWR and/or its licensors and are protected by applicable intellectual property laws and treaties. “NOWHERE”, “URNOWHERE” and the NOWHERE logo are Marks of NWR and its affiliates. All other trademarks, service marks, or logos used on the Service are the trademarks, service marks, or logos of their respective owners.
(b)The NWR Content is provided to you “as is” for your use under this Agreement only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, decompiled, or otherwise exploited for any other purposes whatsoever without the prior written consent of NWR in each instance.
(c) NWR attempts to be as accurate as possible. However, NWR cannot and does not warrant that the NWR Content is accurate, complete, reliable, current, or error-free. NWR reserves the right to make changes in or to the NWR Content, or any part thereof without the requirement of giving you any notice prior to or after making such changes to the NWR Content.
(d) This Agreement grants you the right and permission to use the Service in accordance with this Agreement. You acknowledge that NWR and its licensors retain all title, ownership rights, and intellectual property rights in and to the Service, and any or all modifications to the Service, related documentation, and marketing materials. NWR reserves all rights not expressly granted herein.
(e) Nothing in this Agreement will directly or indirectly be construed to assign or grant you any right of ownership, title, or interest in the Service, or any intellectual property rights relating thereto.
7. Your Content.
8. Fees. As an event organizer, you will be obligated to pay NWR all fees described in the applicable Order Form, which are collectively referred to as “Fees”. Payments shall be due within such period of time as expressly specified in the applicable Order Form.
9. Confidentiality. In connection with this Agreement, the parties anticipate that they will make available to each other and their respective directors, officers, employees, agents, and representatives (collectively “Representatives”) certain confidential or proprietary information, including but not limited to designs, concepts, drawings, ideas, inventions, specifications, techniques, discoveries, models, reports, data, content material, source code, object code, documentation, diagrams, flow charts, databases, research, development, processes, procedures, know-how, product information, marketing techniques and materials, trade secrets, development plans, customer names and information, and financial information (collectively “Confidential Information”). With respect to the treatment of Confidential Information, the parties agree as follows:
(i) The parties shall keep all Confidential Information strictly confidential.
(ii) Confidential Information does not include any information that (A) is or becomes available to the public as a result of disclosure by the disclosing party or any third party; (B) was available to the non-disclosing party on a non-confidential basis prior to its disclosure; (C) becomes available to the non-disclosing party on a non-confidential basis from an independent source provided that such source is not bound by confidentiality obligations to the disclosing party; or (D) is developed by the non-disclosing party independently and without reference to information provided by the disclosing party.
(iii) In the event that either party receives a request or order from a court or other governmental agency of competent jurisdiction to disclose all or any part of the Confidential Information, such party agrees that to the extent it is not prejudiced thereby, it will (A) immediately notify the other party of the existence, terms, and circumstances surrounding such a request or order and (B) give such other party the opportunity at its sole cost and expense to seek a protective order with respect to such disclosure or otherwise resist or narrow such request or order.
(iv) All right, title, and interest in and to Confidential Information shall remain the sole and exclusive property of the disclosing party.
10. Disclaimer of Warranties.
11. Limited Liability.
NWR is not responsible for the conduct or legality of your events or for the legality of Your Content. You agree to defend, indemnify, and hold harmless NWR, its affiliates, and each of their respective officers, directors, employees, agents, consultants, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney’s fees) arising from: (i) Your Content or other content provided by you or any of your officers, directors, employees or agents, or End Users; (ii) your or your End Users’ use or misuse of the Service; (iii) your failure to pay or withhold any taxes or other fees required by applicable law; (iv) your event(s); (v) your violation of any third party right, including without limitation any intellectual property right or privacy right, or (vi) your violation of any applicable law or regulation. NWR reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with NWR in asserting any available defenses.
13. Term and Termination.
14. No Assignment.
This Agreement shall not be assignable by either party (except to a parent, subsidiary, affiliate, or related entity) without the prior written consent of the other party.
15. Relationship of the Parties.
This Agreement is not intended to constitute, create, give effect to, or otherwise contemplate a joint venture, partnership, or formal business entity of any kind, and the rights and obligations of the parties shall not be construed as providing for a sharing of profits or losses arising out of the efforts of either of the parties.
16. Governing Law.
This Agreement shall be governed and construed in accordance with the laws of the State of New York without reference to its conflicts of laws principles.
This Agreement including any exhibits and Order Forms shall constitute the entire agreement between you and NWR concerning the Service. No amendment to this Agreement will be binding unless in writing and signed by both parties. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
The following shall be considered out of scope and are, as between the parties, your sole responsibility as organizer of the Event or Gathering:
Last Updated September 12, 2020.
We may collect both Personal Information and Anonymous Information when you access and use the Services. Personal Information means information that directly or indirectly identifies you, such as your name, email address, telephone number, or social media profile. Anonymous Information means information that does not directly or indirectly identify you, such as your computer’s operating system or browser version.
You may access and use many of the Services without providing any Personal Information. To access certain Services, however, we require that you register for an account on our website and provide us with certain Personal Information, such as a valid email address, username, and password.
We may collect information about how you use the Services, such as the features you use, the actions you take, the people or accounts you interact with, and the time and duration of your activities.
You have the option to create a virtual business card to share with other users of the Services. You may add your name, company, job title, email address, phone number, and/or social media links to your business card. If you do so, we collect and store this information.
We may also collect information about you through your use of our Services. When you access and use the Services, our web server automatically collects Anonymous Information about your computer and/or browser, including the following: your browser type, IP address, operating system, internet service provider’s name and the referring URL.
We may use your Personal Information for our internal purposes for any of the following reasons, as applicable: to enable you to register an account on the Services, to troubleshoot technical issues you may be experiencing and resolve any disputes, to provide you information that you have requested including information about offers and services, to enforce our terms of service, and to improve the content and general administration of the Services.
We may aggregate and use Anonymous Information to track how the Services are being used, to improve the Services, to offer new products and services, to personalize your experience, and to save your password in password-protected areas.
We may contract with certain third-party service providers in order to operate the Services. Those service providers may need access to your information, including Personal Information and Anonymous Information, to perform their services. We undertake to provide only that portion of your information needed to perform the pertinent service.
We do not sell your Personal Information to third parties.
We may share your information, including Personal Information and Anonymous Information, when legally required to do so, at the request of governmental authorities conducting an investigation or by applicable law, rule or regulation, to verify or enforce compliance with our terms of service and any other policies governing the Services, or to protect against misuse or unauthorized use of the Services. We also may disclose Personal Information or Anonymous Information whenever we believe disclosure is necessary to protect the safety, rights, or property of users of the Services or other third parties.
In the event of a merger, consolidation, or other corporate reorganization in which NWR Corp. participates, or a sale of all or substantially all of its stock and/or assets to which the Services relate, we may transfer your Personal Information to the successor entity or purchaser.
Most Internet sites collect data about visitors through the use of “cookies.” Cookies are small text files that help sites recognize repeat visitors by assigning a random number to each desktop for tracking content preferences and traffic patterns. The Services may use browser cookies to track user behavior. Through cookies we may also record past activity in order to improve your experience with the Services or customize content based on your browser type or other information that you send us.
The “Help” tab in the toolbar of most browsers will tell you how to prevent your browser from accepting new cookies, how to set your browser to notify you when you are to receive a new cookie, or how to disable cookies altogether.
When you supply us with Personal Information in the course of registering an account, the information you provide may be added to our user database and email list.
We may send you email with information on new products, services, and offers. If you do not wish to receive such email in the future, please contact us at email@example.com with the subject header “unsubscribe” to remove yourself from our email list.
We may send you periodic notices or announcements relating to the Services and/or your account. We reserve the right to send you such notices even if you unsubscribe from all voluntary email communications. If you do not wish to receive any communications from us at all, then you will need to delete your account entirely. To do so, please email firstname.lastname@example.org with the subject header “delete account”. Upon your request we will delete your account as soon as reasonably possible.
We employ procedural and technological measures that are reasonably designed to help protect your Personal Information from unauthorized access, disclosure, alteration, or destruction. We may use firewalls and/or password protection to help prevent unauthorized access to your Personal Information.
However, we cannot guarantee the protection of information against unauthorized access, disclosure, alteration, or destruction or that your information may not be disclosed or accessed by accidental circumstances or by the unauthorized acts of others.
The security of this information depends in part on the security of the computer you use to communicate with us, the security you use to protect user names and passwords, and the security provided by your internet service provider. We are not responsible for the security of your internet service provider; you should review the security and privacy policies of your internet service provider carefully.
We are committed to protecting the privacy of children. The Services are not intended or designed to attract children under the age of 13. We do not collect personally identifiable information from any person we actually know is a child under the age of 13.