Termination. Nxtsqft.com reserves the right to terminate this Agreement at any time and for any reason upon ten (10) days’ notice to you. Further, you agree that Nxtsqft.com shall not be liable to you or any third-party for any termination or suspension of your access to the Site or any part thereof, removal of Content or sale of any products. You may terminate this Agreement at any time by immediately discontinuing all access to the Site and by providing notice to Nxtsqft.com of such discontinuance. Termination or cancellation of this Agreement shall not affect any right or relief to which Nxtsqft.com may be entitled at law or in equity.
Denial of Access. Nxtsqft.com may discontinue or alter any aspect of the Site, remove Content, functionality or applications from the Site, restrict the time the Site is available or restrict the amount of use permitted at Nxtsqft.com’s sole discretion and without prior notice or liability. You agree that Nxtsqft.com may, under certain circumstances, immediately suspend and/or terminate your access to the Site or any part thereof. You further agree that such measures shall be taken in Nxtsqft.com’s sole discretion and without liability to you or any third party.
2. Your Use of the Site
Prohibited Uses. You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Site or any part thereof, which includes, without limitation:
(a) use of the Site to post, store or disseminate material or information that, is or to a reasonable person may be false, fraudulent, unlawful, harmful, tortious, abusive, obscene, pornographic, defamatory, libelous, harassing, invasive of another’s privacy, offensive, vulgar, threatening, malicious, embarrassing, hateful or racially, ethnically or otherwise objectionable;
(b) use of the Site to post, store or disseminate Content, files, graphics, software or other material or information that actually or potentially infringes the rights of any person, including, without limitation, the copyright, trademark, patent, trade secret or other intellectual property rights, or privacy, moral or publicity rights, of any person;
(c) use of the Site to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Site, to restricted portion of the Site, to Content, or any other computer network or equipment;
(d) use of the Site to post, store or disseminate any type of computer viruses, trojan horses or any other malicious, destructive, disabling code or programs designed to interrupt, permit unauthorized access, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment;
(e) use of the Site to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation;
(f) use of any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Site (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Site);
(g) use of the Site to gain competitive intelligence about Nxtsqft.com, the Site or any product or service offered via the Site or to otherwise compete with Nxtsqft.com or any of its affiliates; use the information in the Site to create or sell a similar product, service or information;
(h) harvesting or otherwise collecting any information about other users, including, without limitation, email addresses or other contact information of other users;
(i) use anything intended to damage or interfere with the proper functioning of the Site and the systems to which it connects or do anything that interferes with any other person’s use of the Site; framing or otherwise simulating the appearance or functions of the Site or any portion thereof;
(j) copying, modifying, disassembling, reverse engineering, decrypting, framing or translating (except for translations for personal use) of the Site or any other attempt to learn the source code, structure, or ideas upon which the Site is based, or facilitating of any other person in doing so;
(l) removing or obscuring any copyright notices or trademarks displayed on the Site.
User Accounts. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your account username and password. You agree to immediately notify Nxtsqft.com in the event (a) your registration information changes, or (b) you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You also agree that you will provide truthful and accurate information during the registration process. Nxtsqft.com may refuse to grant a particular username to you for any reason, including, without limitation, in the event Nxtsqft.com determines that such username impersonates someone else, is protected by trademark or other proprietary right law or is vulgar or otherwise offensive.
8. DCMA Procedure
Copyright Notice. Nxtsqft.com respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Nxtsqft.com’s Copyright Agent the following information: (a) an electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Site sufficient to allow us to locate the allegedly infringing material; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Please contact Nxtsqft.com’s Copyright Agent for Notice of Claims of copyright infringement at: email@example.com. Copyright owners and agents acknowledge that failure to comply with all of the requirements of the foregoing may result in an invalidity of any DMCA notice.
Counter-Notice. If you believe that the Content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the Content, you may send a counter-notice containing the following information to the Copyright Agent: (a) your physical or electronic signature; (b) identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (c) a statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the User Content; and (d) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Dallas County, Texas, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Nxtsqft.com may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the person providing such Content, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Nxtsqft.com’s sole discretion.
Removal of User Content. Please note however, that such User Content may not be completely removed or may otherwise still be available to others in the following circumstances: (a) your User Content has been incorporated into derivative works or compilations created by Nxtsqft.com or other parties; (b) such User Content has been retained in Nxtsqft.com’s data backup systems or for archival purposes; or (c) to the extent such User Content has been sold to or downloaded by other persons and such persons retain your User Content.
9. Governing Law; Agreement to Arbitrate
Governing Law The validity, construction and effect of this Agreement will be governed by the laws of the U.S. State of Texas, without giving effect to that state’s conflict of laws rules. Any dispute, controversy, or claim between you and Nxtsqft.com will be resolved in accordance with the Agreement to Arbitrate, set forth below.
AGREEMENT TO ARBITRATE. All disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement) or our operation of the Site shall be resolved by final and binding arbitration to be held in the English language in Dallas, Texas pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part, of this Agreement is void or voidable.
THE PARTIES 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 EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in a court of competent jurisdiction, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.
Independent Contractors. The parties are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other.
Waiver/Severability. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
Notice; Consent to Communications. Unless otherwise provided in this Agreement, all notices shall be in writing and shall be deemed to be delivered when sent by first-class mail, postage prepaid, or when sent by facsimile or email to either party’s last known post office, facsimile or email address, respectively. You hereby consent to notice by email. Nxtsqft.com may send you via such email address Nxtsqft.com newsletters, product updates, service-related information and other offers and information from Nxtsqft.com or its business partners, and you hereby consent to such emails. Nxtsqft.com also may contact you by email to respond to any customer service or other inquiries you submit.
Equitable Relief / Fees. The parties agree that breach of the provisions of this Agreement, including, but not limited to, the unauthorized use of the Site or Content, would cause irreparable harm and significant injury to Nxtsqft.com which would be both difficult to ascertain and which would not be compensable by damages alone. As such, the parties agree that Nxtsqft.com has the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies Nxtsqft.com may have for your breach of this Agreement. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
Force Majeure. If the performance of any part of this Agreement by either party (other than the payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
Survival. The terms and provisions of Sections VI, VII, VIII, IX and X shall survive any termination or expiration of this Agreement.
Assignment. You shall not assign or transfer this Agreement or any rights or obligations under this Agreement. Any unauthorized assignment or transfer hereof shall be void and constitutes ground for immediate termination of this Agreement by Nxtsqft.com. This Agreement binds and inures to the benefit of the Nxtsqft.com and its permitted successors and permitted assigns.
Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Site and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Site. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.
Release. You release Nxtsqft.com Inc, its affiliates, and their respective directors, officers, employees and agents from all liability related to any and all claims and demands you may assert against any third party arising out of the Services. If you are a California resident, you waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
Contact. This Site is operated by Nxtsqft.com, Inc. All inquiries may be directed to Nxtsqft.com at firstname.lastname@example.org