NOWHERE
SERVICE AGREEMENT FOR EVENT ORGANIZERS

Last Updated March 03, 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.

  1. Ability to Accept. You represent and warrant that you are legally authorized to enter into this Agreement in your jurisdiction. If you are entering into this Agreement on behalf of an entity, you further represent that you are authorized to enter into this Agreement on behalf of such entity.
  2. Permission to Use. Subject to the terms and conditions of this Agreement and any applicable invoice or order form (“Order Form”), NWR hereby grants you a revocable, nonexclusive, non-sublicensable, non-transferable right and permission to use the Service for the events specified in the applicable Order Form(s).
  3. Additional Services. NWR shall provide the additional services specified in Exhibit A hereto.

4. Restrictions.

  1. You agree not to, directly or indirectly, and shall not permit any third party to: (i) license, redistribute, sell, lease, lend, or rent the Service; (ii) disassemble, reverse engineer, decompile, or decrypt or attempt to derive the source code, object code, or underlying structure, ideas, knowhow, or algorithms relevant to the Service or any documentation or data related to the Service; (iii) copy, modify, improve, or create derivative works or features or a competitive product to the Service or any part thereof; (iv) circumvent, disable, or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (v) remove, alter, or obscure any proprietary notice or identification, including copyright, trademark, patent, or other notices, contained in or displayed on or via the Service; (vi) use any communications systems provided by the Service to send unauthorized and/or unsolicited commercial communications; (vii) use the NOWHERE name, logo, or trademarks without the prior written consent of NWR in each instance; and/or (viii) use the Service to violate any applicable laws, rules, or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement.
  2. You undertake and agree to fully comply with all applicable laws and any other contractual terms which govern your use of the Service, including those specific laws applicable to you or your end users (“End Users”) in any of your geographical locations, including, without limitation, any applicable privacy, data protection and anti-spam laws.
  3. You undertake and agree to be solely responsible and liable with respect to any of the uses, including by End Users, of the Service which occur in connection with your event(s) and for any content imported, uploaded, streamed, or otherwise provided by or on behalf of you or your End Users (“Your Content”), including for any consequences of accessing, using, or publishing Your Content on or with respect to the Service.
  4. You understand that NWR does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to the use of the Service by you or any of your End Users, or your compliance therewith.

5. Active Development. You acknowledge and agree that:

(a) during the Term of this Agreement, the Service is and shall be in the development (Alpha) 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” 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.

  1. You represent and warrant that you own all rights in and to Your Content, including any designs, images, animations, videos, audio files, fonts, logos, code, illustrations, compositions, artworks, interfaces, usernames, text, literary works, and any other materials, or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to Your Content, as necessary to legally access to, import, copy, use, publish, transfer, or license such Your Content, by you and NWR or any of its affiliates.
  2. You represent and warrant that you have (and will maintain) the full power, title, licenses, consents and authority to allow the Service to access any websites and/or other online services, for the purpose of importing, copying, displaying, uploading, transmitting, and/or otherwise using Your Content.
  3. You represent and warrant that Your Content is (and will continue to be) true, current, accurate, non-infringing upon any third party rights, and in no way unlawful for you to upload, import, copy, possess, post, transmit, display, or otherwise use, in the country in which you or your End Users reside, or for NWR and/or your End Users to access, import, copy, upload, use, or possess in connection with the Service.
  4. You represent and warrant that you have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission, and publication of any personal information and/or image or likeness of any person, entity or property which is part of Your Content, and that you will adhere to all laws applicable thereto.

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:

  1. (i) The parties shall keep all Confidential Information strictly confidential.
  2. (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.
  3. (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.
  4. (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.

  1. NWR AND ITS AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICE TO YOU OR TO ANY OF YOUR END USERS AND ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE COMPLETENESS, RELIABILITY, USEFULNESS, OR DECENCY OF THE SERVICE.
  2. TO THE EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. NWR DOES NOT WARRANT THAT THE SERVICE WILL BE CONTINUOUS OR UNINTERRUPTED OR THAT IT WILL MEET YOUR OR YOUR END USERS’ REQUIREMENTS.
  3. NWR MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR OR YOUR END USERS’ USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.
  4. TO THE EXTENT PERMITTED BY LAW, IF YOU HAVE A DISPUTE WITH ANY OTHER USER OF THE SERVICE, YOU AGREE THAT NWR IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE OR THE SERVICE. NWR RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
  5. YOU ACKNOWLEDGE THAT NWR DOES NOT CONTROL CONTENT, INFORMATION, PRODUCTS OR SERVICES OFFERED BY OTHER USERS ON OR THROUGH THE SERVICE, INCLUDING, BUT NOT LIMITED TO, INFORMATION, PRODUCTS, OR SERVICES PROVIDED VIA LICENSE TO NWR FROM THIRD PARTIES OR MATERIALS PROVIDED BY OTHER USERS.
  6. NWR MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NWR OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. Limited Liability.

  1. UNDER NO CIRCUMSTANCES SHALL NWR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, OR FOR THE COST OF SUBSTITUTE GOODS OR SERVICES, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BUT ONLY TO THE EXTENT PERMITTED BY LAW.
  2. IN NO EVENT SHALL NWR’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO NWR FOR USING THE SERVICE WITHIN THE TWELVE (12) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM. THE LIMITATIONS IN THIS SECTION SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 8 OR YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.

12. Indemnification.

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.

  1. This Agreement shall remain in effect through the Term, as defined in the applicable Order Form, unless terminated by either party in accordance with the provisions of this Agreement. A party may terminate this Agreement if the other party: (a) materially breaches this Agreement and fails to cure such breach within seven (7) days of written notice thereof; or (b) becomes insolvent, is unable to pay its debts in the ordinary course of business, becomes the subject of bankruptcy proceedings, or makes an assignment for the benefit of creditors.
  2. Upon termination or expiration of this Agreement, you shall cease all use of the Service. This Section 13(b) and Sections 6, 8, 9, 10, 11, 12, 14, 15, 16, and 17 shall survive termination of this Agreement for any reason, as well as any other provision of this Agreement which, in accordance with its terms, is intended to survive such 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.

17. General.

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.

EXHIBIT A

ADDITIONAL SERVICES

  • NWR will provide access to its proprietary virtual social gathering platform (the “Platform”) to attendees of the Event. The Platform will allow access to multiple instances or rooms that Event attendees can navigate via video avatars.
  • The Platform will support multiple concurrent users between multiple rooms, with a limit of sixteen (16) people per room.
  • NWR will host two 1-hour training sessions for staff on a mutually agreed-upon date. The purpose of the training sessions will be to familiarize your staff with the functionality of the Platform.
  • NWR will provide a test room within the Platform two (2) days before the Event.
  • NWR will provide a link to the venue. You will be responsible for adding all information (image and text).

The following shall be considered out of scope and are, as between the parties, your sole responsibility as organizer of the Event:

  • You are solely responsible for opening and closing the rooms for the Event. After the Event ends, all rooms must be closed.
  • You are solely responsible for providing all on-screen content and for obtaining all licenses for audio and video content.
  • You are solely responsible for moderating the Event and your guests.