Last modified September 21, 2006
Welcome to CoNeXus Software™ Inc.'s website, www.nq.com (the "Site"). CoNeXus™ provides the Site and NQ Wizard™ (the "Software"), and all other software, products and services that you may download or access through the Site (the "NQ Service"), subject to the following Terms of Use (the "TOU"). By using the Site, you agree to be bound by the TOU. The terms of TOU may change from time to time, so please check this page periodically for any changes. By checking the "Last Modified" date above, you can determine if the TOU has been updated since your last visit to the Site. Your continued use of the Site following the posting of changes to these terms will mean you accept those changes. In addition, when using particular CoNeXus™ services or features on the Site, you shall be subject to any posted guidelines or rules applicable to such services or features that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOU. Use of the Software shall be subject to the NQ Wizard End User License Agreement (www.nq.com/Agreement.htm) which is hereby incorporated by reference into the TOU. Use of the Site shall also be subject to the CoNeXus Privacy Policy (www.nq.com/PrivacyPolicy.htm) which is incorporated by reference into the TOU.
The NQ Service is a networking tool the purpose of which is to allow our Subscribers to organize, visualize and search information about themselves and their contacts and, if desired, exchange such information with other Subscribers in order to expand their personal networking opportunities. Email addressing information (i.e. From:/To: and From:/Cc: "Correspondence Pair" information) that are already contained as an integral part of correspondence in that Subscriber's email in-box or other folders are collected by the Software and stored in the Personal Network (as defined in the CoNeXus Privacy Policy) of each Subscriber. The NQ Service provides a means to organize and share these email "Correspondence Pairs" in a way that allows our Subscribers to utilize their business and personal connections. If a person requests business card information from a third party with whom he or she has done business, and that person provides information then that business card information will be made available to all NQ.com users. In addition, from time to time, the available business card information (for Subscribers and/or non-Subscribers) may be appended and/or amended with data obtained from third party databases. Unless explicitly stated otherwise, any new features or services that augment or enhance the NQ Service in the future shall be considered part of the NQ Service and subject to the TOU.
You must be of the age of majority in the state in which you legally reside to register as a Subscriber or use the Site. Subscription to the NQ Service is void where prohibited. By using the Website, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement
This Agreement will remain in full force and effect while you use the Site and/or are a Subscriber. You may terminate your subscription at any time by following the instructions posted on the Site (and subject to the terms hereof). CoNeXus may terminate your subscription for any reason, effective upon sending notice to you at the email address you provide in your registration for an account, or such other email address as you may later provide to the Site. Even after this Agreement is terminated, those provisions which by their nature should survive the expiration or termination of the Agreement will remain in effect.
You will be required to register for an account to access the NQ Service. When you register for an account, depending upon the details of the specific promotion or product you are registering for, you may be directed to either (i) provide your credit card information at that time, in which case your credit card will automatically be charged the monthly or annual subscription fee following the end of a free trial period, if any, or (ii) in the case of a free Subscription, subscribe without providing your credit card information unless and until you upgrade your subscription. If you subscribe without initially providing your credit card information, and we choose to no longer offer you a free Subscription, you will be unable to continue to access your account once your free Subscription expires. Unless you upgrade to a compatible paid Subscription product before a free subscription expires, or if you let a paid Subscription expire for non-payment, your information may be deleted.
As part of the Site registration process and as part of the account creation process, you will be asked to select a private password and provide us with certain registration information. You are solely responsible for maintaining the confidentiality of your password(s) and for all usage or activity on your account, including the use of your account by any person using your password(s). If you choose to register on the Site or otherwise provide personal or payment information on the Site, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Site's registration form, order form or other areas of the Site, and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information to CoNeXus that is untrue, inaccurate, not current or incomplete, or if CoNeXus has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CoNeXus has the right to suspend or terminate your account and refuse any and all current or future use of the NQ Service (or any portion thereof).
Any personal and other information you provide to CoNeXus is subject to the CoNeXus Privacy Policy. For more information, see our full privacy policy at www.nq.com/PrivacyPolicy.htm. Your election of the use of the NQ Service indicates your acceptance of the terms of the CoNeXus Privacy Policy, so please review it carefully.
Subscribers of the NQ Service are expected to be responsible and good "net citizens" when using the NQ Service. The NQ Service may not be used for any illegitimate or illegal purpose, to harass people, to distribute unsolicited bulk and/or commercial messages (spam), or for any other purpose deemed unacceptable by NQ. If Subscribers are using email addresses obtained in connection with their employment with a company or other business entity, or through operating systems that are not owned and/or controlled by the Subscribers, they must obtain the prior consent of their employers or the owner of the operating system before subscribing to this Service. CoNeXus is not responsible for the content of messages delivered using the NQ Service. CoNeXus reserves the right to suspend without notice the service of any individual suspected of breaching the terms of the NQ Wizard End User License Agreement, the CoNeXus Privacy Policy, the TOU or any other agreements or terms between Subscribers and CoNeXus.
You agree not to use the Software, or any results from your use of the Software, to:
The NQ Service may provide links to Web sites or resources outside of the Site. Because CoNeXus has no control over external sites and resources, you acknowledge and agree that CoNeXus is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, goods, services or other materials on, available through or provided by such sites or resources.
Your correspondence or business dealings with, or participation in promotions of, any Web sites that you find or link to through the NQ Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Web sites. You agree that CoNeXus shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of links to such Web sites on the NQ Service.
Any information, other than registration information as a Subscriber, comments, ideas, graphics or other materials submitted by you to CoNeXus through the Site may be used or published by CoNeXus for any purpose, in any media, throughout the world and in perpetuity and without restriction or compensation to you.
Free Trial Period: Upon setting up an account, Subscribers may be offered a Free Trial Period during which they will have the opportunity to use the NQ Service without incurring any subscription fees. You understand and agree that if you have provided credit card information in conjunction with your free trial subscription and if you do not cancel your subscription to the NQ Service prior to the last day of the Free Trial Period that CoNeXus will charge your subscription fee to your credit card monthly or annually, as the case may be.
From time to time CoNeXus may offer products or services with no set free period expiration and they may simple be called free products. For the purpose of this agreement they are considered Free Trial Periods and are subject to expiration upon 30 days advance notice by email or by 60 days advance prominent notice on the www.NQ,com website.
Fees and Payments: Following an initial Free Trial Period, CoNeXus may, with adequate prior notice, charge you a subscription fee for access to the NQ Service. You agree to pay all fees and charges, including applicable taxes, incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including but not limited to charges for any products or services offered for sale through the NQ Service by CoNeXus or by any third party vendor or provider (such fees, charges and taxes shall ™ be referred to as "Fees"). CoNeXus Software, Inc reserves the right to change the amount of, or basis for determining, any Fees, and to institute new Fees, effective upon prior notice to you.
By submitting your credit card information, you give CoNeXus Software, Inc permission to charge all Fees incurred through your account to the credit card you designate on the Registration Form. All Fees (other than renewal fees) will be charged at the time they are incurred.
Your right to use the NQ Service is subject to any restrictions established by CoNeXus Software, Inc or by your credit card issuer. If payment cannot be charged to your credit card, or you fail to provide any requested credit card or other information in renewing your subscription, or your payment is returned to CoNeXus for any reason, including charge back, CoNeXus reserves the right to either suspend or terminate your account and all its obligations under this Agreement, and your information may be deleted.
If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your ID, password or any credit, debit or charge card number stored on the Service), you must promptly change your password and notify CoNeXus of the problem by giving notice by the methods described in Section 16 below.
Cancellation: CoNeXus agrees that it will cancel your account at any time following notice by you in accordance with the instructions posted on the Site. If you choose to cancel your subscription prior to the end of your subscription period, you will not be refunded for any unused portion of such period, unless such cancellation results from a modification to the TOU or CoNeXus Privacy policy, or as otherwise provided herein. If you cancel the NQ Service prior to the end of the Free Trail Period, no fees will be charged to your credit card. If you have a balance due on any CoNeXus account upon cancellation, you agree that CoNeXus may charge these unpaid fees to your credit card. CoNeXus reserves the right to cancel your subscription at any time as it determines in its sole discretion.
Subscription Renewal: CoNeXus will automatically renew and charge your account as follows: a) for monthly subscriptions, every month on or about the date corresponding to the date on which you initially subscribed (for example, if you subscribed for a monthly membership on or about June 5th, your account will be renewed and charged on or about July 5th, August 5th, and so on); and b) for annual subscriptions, upon every one-year anniversary of the date on or about which you subscribed.
The renewal charge will be equal to your original sign up price, unless otherwise notified in advance (electronically or by mail) by CoNeXus. You will have 45 days after that date of notification to notify CoNeXus that you wish to cancel your subscription in the event of a price increase.
Non-transferability of Subscription: Your right to use the NQ Service is personal to you and you may not sub-license, transfer, sell or assign this agreement to any third party without our approval. Any attempt to do so will be void.
CoNeXus reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the NQ Service (or any part thereof) with or without notice. You agree that CoNeXus shall not be liable to you or to any third party for any modification, suspension or discontinuance of the NQ Service.
You acknowledge and agree that the NQ Service contains proprietary and/or confidential information, Content and other materials that are protected by applicable intellectual property and other laws (including, without limitation, copyrights, trademarks, service marks and patents). Except as expressly authorized by CoNeXus, you agree not to modify, rent, lease, loan, sell, distribute, create derivative works based on, or otherwise use the Software, the NQ Service or any Content contained thereon, in whole or in part.
The following are trademarks of CoNeXus Software, Inc. or under license to CoNeXus from third parties: CoNeXus™, NQ Wizard™, NQ Explorer™, NQ Search™, NQ Lite™, NQ Professional™, NQ Enterprise™, NQ Trust™, NQ Advantage™, NQ Monitor™, NQ Service™, Nexus Capital™, Nexus Quotient™, Webdentity™, Social Search™ and NQ™; Think Map® is a registered trademark of Plumb Design, Inc; Always Accessible™ is a trademark of Daily-e Corporation. CoNeXus and its licensors will enforce their respective intellectual property rights and the rights to the fullest extent of the law.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE NQ SERVICE IS AT YOUR SOLE RISK. THE NQ SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CONEXUS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE OR THE INFORMATION, CONTENT, SERVICES OR PRODUCTS INCLUDED OR OFFERED ON OR THROUGH THE NQ SERVICE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. CONEXUS MAKES NO WARRANTY THAT (i) THE SERVICE OR ANY PRODUCTS OFFERED ON THE SITE WILL MEET YOUR REQUIREMENTS, (ii) THE NQ SERVICE WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE DATA THAT MAY BE OBTAINED FROM THE USE OF THE NQ SERVICE OR ANY PRODUCTS OFFERED ON THE SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY SERVICES OR INFORMATION OBTAINED BY YOU THROUGH THE NQ SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. CONEXUS SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COMPLETENESS, USEFULNESS OR AVAILABILITY OF ANY INFORMATION OR OTHER CONTENT, DATA, TEXT, URLS, GRAPHICS, ADVERTISING OR ANY OTHER MATERIALS (™, THE "CONTENT") TRANSMITTED OR MADE AVAILABLE VIA THE NQ SERVICE. CONEXUS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DECISIONS MADE IN RELIANCE ON SUCH INFORMATION.
d. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE NQ SERVICE 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 DOWNLOAD OF ANY SUCH MATERIAL.
e. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CONEXUS OR THROUGH OR FROM THE NQ SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CONEXUS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CONEXUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE OR ANY PRODUCT OFFERED ON THE SITE; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (iv) ANY OTHER MATTER RELATING TO THE SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
The TOU of the Site will be subject exclusively to the laws of the State of
CoNeXus may give notice(s) to you by means of a general notice on the NQ Service, email to your email address or by written communication sent by mail to the address you have provided. You may give notice to CoNeXus (such notice will be deemed given when it is received by CoNeXus) by any of the following methods:
a) Email addressed to NQSupport@NQ.com;
b) Letter delivered by first-class mail prepaid at the following
address:
CoNeXus Software, Inc
Attention: Agent for Notice
CoNeXus respects the intellectual property of others, and we ask our visitors to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated by materials on the Site, please provide CoNeXus's Copyright Agent the following information:
a. an electronic or physical signature of the person
authorized to act on behalf of the owner of the copyright or other intellectual
property interest;
b. a description of the copyrighted work or other
intellectual property that you claim has been infringed;
c. a description of
where the material that you claim is infringing is located on the site;
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;
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 or intellectual property owner or authorized to act
on the copyright or intellectual property owner's behalf.
CoNeXus's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail:
CoNeXus Software, Inc
Attention: Agent for Notice
By email: NQSupport@NQ.com
You agree to indemnify and hold CoNeXus, its parent, subsidiaries, and affiliates, and each of its and their respective employees, officers, directors, shareholders, agents and promotional partners, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.
The sole and exclusive jurisdiction and venue for resolving any controversy or claim arising out of or relating to the TOU or the NQ Service shall be through binding arbitration in New York City, New York, including, without limitation, any dispute with respect to this arbitration provision, any claim in tort, or any claim for violation of any federal, state or local statute, or ordinance or regulation. The arbitration shall be conducted by the American Arbitration Association, whose rules applicable to such disputes shall be in force, and judgment or the award rendered by the arbitrator to be mutually selected by the parties, and if the parties cannot so select, the arbitrator shall be appointed by the American Arbitration Association. The fees of the arbitrator, administrative fees, and the other fees and costs of the arbitration, including, but not limited to, the cost of any record or transcripts of the arbitration, shall be advanced by the parties to the arbitration in equal portions, and, in addition thereto, each such party shall advance the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case. YOU HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ARBITRAL CONTROVERSY OR CLAIM.
Unless there is a separate governing agreement executed by both parties in writing, this TOU, together with the NQ Wizard End User License Agreement (www.nq.com/Agreement.htm) and the CoNeXus Privacy Policy (www.nq.com/PrivacyPolicy.htm) ("The Agreements") contains the entire agreement between CoNeXus and you relating to the Software and supersedes all prior agreements and understandings, whether oral or written. The Agreements are subject to the latest amendments as posted at http://www.nq.com/privacy.aspx.
You also may be subject to additional terms and conditions that may apply
when you use affiliate services, third-party content or third-party software.
The TOU and the relationship between you and CoNeXus shall be governed by the
laws of the State of
If you have any questions or comments about these terms, please contact us at the address listed in paragraph 17 above. Please report any violations of the TOU to NQSupport@NQ.com.
©2006 CoNeXus Software, Inc. All rights reserved.