Last updated: May 9, 2025
You can see our previous Website Terms of Service here.
These Website Terms of Use (these “Website Terms”) constitute a legally binding agreement between you (“you” or “your”) and Nuvo Technologies, Inc. (together with its affiliates, “Nuvo”, “we,” “our” or “us”) governing your use of our products, services, and website (https://www.nuvo.com) and any related websites or apps (the “Website” and collectively with the foregoing, the “Services”).
IF YOU DO NOT AGREE TO THESE WEBSITE TERMS, THEN DO NOT ACCESS OR USE THE SERVICES.
If you accept or agree to these Website Terms on behalf of your employer or another legal entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Website Terms; (ii) you have read and understand these Website Terms; and (iii) you agree to these Website Terms on behalf of the party that you represent. In such event, “you” and “your” will refer and apply to your employer or such other legal entity.
Any personal information you submit to the us or which we collect about you is governed by our Privacy Policy, currently available at https://nuvo.com/privacy-policy (“Privacy Policy”). You acknowledge that by using the Services, you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Website Terms.
PLEASE NOTE: THESE WEBSITE TERMS GOVERN HOW DISPUTES BETWEEN YOU AND NUVO CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 14). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.
We develop, maintain, and provide various risk management tools that help paying users of our Services (“Customers”) and their customers or vendors and other non-customers engaged in business with Customer (“Trading Partners” or “Users”) build and manage their credit relationships. For the avoidance of doubt, a user of the Services may be categorized as a Trading Partner, a Customer, or both, as applicable.
Any Customer’s use of the Services is subject to a valid subscription, pursuant to the terms of a separate master services agreement or purchase order (each, a “Purchase Agreement”). Any User, Trading Partner or visitor to our Website must abide by these Website Terms.
You must register with Nuvo and create an account to use the Services (an “Account”) and as part of that process you will be requested to provide certain information, including without limitation your name, full address, phone number, and email address. By using the Services, you agree to provide true, accurate, current, and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current, and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by Nuvo for accessing the Services. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. Nuvo has no control over the use of any user’s Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact Nuvo immediately.
The person or entity signing up the Services will be the contracting party (“Account Owner”) for the purposes of these Website Terms and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Services; provided, however, that if you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner. As the Account Owner, you are solely responsible for complying with these Website Terms and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account.
For any paid Services, all fees and payment terms are governed by the applicable Purchase Agreement.
You hereby represent and warrant to Nuvo that information you provide: (i) will not be false, inaccurate, incomplete, or misleading; (ii) will not infringe on any third party’s copyright, patent, trademark, trade secret, or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not be fraudulent, false, or misleading; will not be defamatory, harassing, threatening, or abusive, which includes any activity that reflects hatred against others based on race, religion, ethnicity, national origin, gender, or sexual orientation; (vii) will not send unauthorized messages, advertising, or spam, including unsolicited promotional or commercial content or other mass solicitation materials; (viii) will not misrepresent your identity or affiliation with any entity or organization or impersonate any other person; (ix) will not harvest, collect, or gather user data without consents; (x) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (xi) will not represent you being employed or directly engaged by or affiliated with Nuvo or purport you to act as a representative or agent of Nuvo; and (xii) will not create liability for Nuvo or cause Nuvo to lose (in whole or in part) the services of its ISPs or other suppliers.
By uploading, sending, posting or otherwise providing Nuvo with any information or material (other than Submitted Content, defined below), you grant Nuvo an unrestricted, irrevocable, worldwide, non-exclusive license to reproduce, display, perform, modify, transmit, distribute, or use it in Nuvo’s sole discretion. You agree that Nuvo is free to use any ideas, concepts, know-how or techniques that you provide us for any purpose, including to create derivative works.
“Submitted Content” is defined as any business-related information such as credit approvals, notes, and trade reference contributions to other businesses that may be used in provision of the Services to Customers in their underwriting decisions or related actions. Submitted Content includes content, information, and materials in any form that you or those authorized by you provide, submit, upload, publish, or make otherwise available to Nuvo or Customers in the provision of the Services. You give Nuvo a limited license to use Submitted Content in providing the Services to Customers. As with all information you provide to Nuvo, you agree that all Submitted Content you provide will be true, accurate, current, and complete. You represent and warrant that you have the legal right to provide it, and it does not violate any third party’s intellectual property, privacy, or other proprietary rights.
You agree that you are solely responsible for the Submitted Content sent or transmitted by you or displayed or uploaded by you in using the Services and for compliance with all laws applicable to the Submitted Content, including, but not limited to, any laws requiring you to obtain the consent of a third party to use the Submitted Content and to provide appropriate notices of third party rights. You represent and warrant that you have the right to upload the Submitted Content to the Services and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Nuvo be liable in any way for any: (i) Submitted Content that is transmitted or viewed while using the Services; (ii) errors or omissions in the Submitted Content; or (iii) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Submitted Content. Although Nuvo is not responsible for any Submitted Content, Nuvo reserves the right to delete any Submitted Content, at any time without notice to you, if Nuvo becomes aware that it violates any provision of these Website Terms or any law. You retain copyright and any other rights you already hold in Submitted Content.
Nuvo acts merely as a passive conduit for your online distribution and publication of your Submitted Content. You acknowledge and agree that Nuvo:
You hereby represent and warrant to Nuvo that your Submitted Content: (i) will not be false, inaccurate, incomplete, or misleading; (ii) will not infringe on any third party’s copyright, patent, trademark, trade secret, or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not be fraudulent, false, or misleading; will not be defamatory, harassing, threatening, or abusive, which includes any activity that reflects hatred against others based on race, religion, ethnicity, national origin, gender, or sexual orientation; (vii) will not send unauthorized messages, advertising, or spam, including unsolicited promotional or commercial content or other mass solicitation materials; (viii) will not misrepresent your identity or affiliation with any entity or organization or impersonate any other person; (ix) will not harvest, collect, or gather user data without consents; (x) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (xi) will not represent you being employed or directly engaged by or affiliated with Nuvo or purport you to act as a representative or agent of Nuvo; and (xii) will not create liability for Nuvo or cause Nuvo to lose (in whole or in part) the services of its ISPs or other suppliers.
By making available any Submitted Content through the Services, you hereby grant to Nuvo a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, adapt, modify, distribute, sell, transfer, publicly display, publicly perform, transmit, stream and broadcast such Submitted Content on, through or by means of the Services. We do not claim any ownership rights in any such Submitted Content and nothing in these Website Terms will be deemed to restrict any rights that you may have to use and exploit any such Submitted Content.
You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; and (ii) you have the right, authority and capacity to enter into these Website Terms and to abide by the terms and conditions of these Website Terms, and that you will so abide. Where you enter into these Website Terms on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to these Website Terms.
You further represent and warrant that: (i) you have read, understand, and agree to be bound by these Website Terms and the Privacy Policy in order to access and use the Services; (ii) you will act professionally and responsibly in your interactions with other users; and (iii) when using or accessing the Services, you will act in accordance with any applicable local, state, or federal law or custom and in good faith.
You agree that you will comply with these Website Terms and that you will not engage in any of the following prohibited activities, among others: (i) copying, distributing, or disclosing any part of the Services in any medium other than as allowed by the Services and these Website Terms; (ii) using any automated system (other than any functionalities of the Services), including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services; (iii) transmitting spam, chain letters, or other unsolicited email or attempting to phish, pharm, pretext, spider, crawl, or scrape; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) violating any international, federal, provincial or state regulations, rules, laws, or local ordinances; (vi) conducting any unlawful purposes or soliciting others to perform or participate in any unlawful acts; (vii) uploading invalid data, viruses, worms, or other software agents through the Services; (viii) infringing upon or violating our Intellectual Property Rights or the Intellectual Property Rights of others; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) harassing, insulting, harming, abusing, defaming, abusing, harassing, stalking, threatening, intimidating or otherwise violating the legal rights (such as of privacy and publicity) of any other users or visitors of the Services or staff member of Nuvo; (xi) interfering with any activity that threatens the performance, security or proper functioning of the Services; (xii) uploading or transmitting viruses or any other type of malicious code; (xiii) attempting to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services; (xiv) bypassing the security features or measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (xv) attempting to access unauthorized Accounts or login information or to collect or track the personal information of others; (xvi) using the Services for any purpose or in any manner that infringes the rights of any third party; or (xvii) encouraging or enabling any other individual to do any of the foregoing.
Even after your right to use the Services is terminated or limited, these Website Terms will remain enforceable against you. Nuvo reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with these Website Terms.
Nuvo reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. Nuvo is not liable to you for any modification or discontinuance of all or any portion of the Services. Nuvo has the right to restrict anyone from completing registration as a user if Nuvo believes such person may threaten the safety and integrity of the Services, or if, in Nuvo’s discretion, such restriction is necessary to address any other reasonable business concern.
You hereby warrant and represent that, other than as fully and promptly disclosed to Nuvo as set forth below, you do not have any motivation, status, or interest which Nuvo may reasonably wish to know about in connection with the Services, including without limitation, if you are using or will or intend to use the Services for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Nuvo in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Services.
You may not access or use the Services in order to compete directly or indirectly with Nuvo, or for monitoring the Service’s availability, performance, functionality, or for any other benchmarking or competitive purposes.
You agree to abide by all applicable requirements of Nuvo’s third-party providers that are listed in these Website Terms, as may be updated from time-to-time. Such requirements are as follows:
Unless otherwise agreed to in writing between you and Nuvo (including in a Purchase Agreement), either party may terminate these Website Terms for any or no cause, at any time. You may cancel and delete your Account at any time by either using the features on the Services to do so (if applicable and available) or by written notice to support@nuvo.com. After cancellation, you will no longer have access to your Account, your profile or any other information through the Services. The provisions of these Website Terms which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive the any termination of these Website Terms and any termination of your use of or subscription to the Services and shall continue to apply indefinitely.
We reserve the right to refuse the Services to anyone for any reason at any time. Nuvo may terminate or limit your right to use the Services in the event that we are investigating or believe that you have breached any provision of these Website Terms, by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice. If Nuvo terminates or limits your right to use the Services pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
Even after your right to use the Services is terminated or limited, these Website Terms will remain enforceable against you. Nuvo reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 14 of these Website Terms.
Nuvo reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. Nuvo is not liable to you for any modification or discontinuance of all or any portion of the Services. Nuvo has the right to restrict anyone from completing registration as a user if Nuvo believes such person may threaten the safety and integrity of the Services, or if, in Nuvo’s discretion, such restriction is necessary to address any other reasonable business concern.
Following the termination or cancellation of your Account (as defined below), we reserve the right to delete all your data, including any Submitted Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or cancelled.
Further, you may request a deletion of the personal information in your Account at any time by following the instructions on the Website or by emailing support@nuvo.com, provided, however that any Submitted Content cannot be deleted. Your data cannot be recovered once we complete your deletion request.
Links Third-Party Websites
The Services may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Nuvo or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Nuvo does not control any such websites, and is not responsible for their: (i) availability or accuracy; or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Nuvo is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Nuvo has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Services at its sole discretion.
The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Nuvo expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Services. You hereby agree to hold Nuvo harmless from any liability that may result from the use of links that may appear on the Services.
Third-Party Accounts
As part of the functionality of the Services, you may link your Account with online accounts you may have with third-party service providers, such as Google or Microsoft (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the Services; or (ii) allowing Nuvo to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Nuvo and/or grant Nuvo access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Nuvo to pay any fees or making Nuvo subject to any usage limitations imposed by such third-party service providers. By granting Nuvo access to any Third-Party Accounts, you understand that: (1) Nuvo may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Services via your Account, and (2) Nuvo may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your Account with the Third-Party Account. Unless otherwise specified in these Website Terms, all SNS Content, if any, shall be considered to be Submitted Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or Nuvo’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Services. You will have the ability to disable the connection between your Account on the Services and your Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY PROVIDERS. Nuvo makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Nuvo is not responsible for any SNS Content.
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces, data regarding your use of the Services, and other content (collectively “Proprietary Material”) that users see or read through the Services is owned by Nuvo, excluding Submitted Content, which users hereby grant Nuvo a license to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Nuvo owns all Proprietary Material, as well as the coordination, selection, arrangement, and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Nuvo’s express prior written consent and, if applicable, the holder of the rights to the Submitted Content.
Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Nuvo and, if applicable, the holder of the rights to the Submitted Content.
The service marks and trademarks of Nuvo, including without limitation Nuvo and Nuvo logos, are service marks owned by Nuvo. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Services, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Nuvo under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Nuvo does not waive any rights to use similar or related Feedback previously known to Nuvo, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.
Subject to the terms and conditions hereof, you are hereby granted a limited, nonexclusive, nontransferable, freely revocable, license to access and use the Services. We may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the Services, and copyrights (the “Nuvo Content”), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of Nuvo or, as applicable, its licensors. Except as explicitly provided herein, nothing in these Website Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any materials or content accessible on the Services. Use of the Nuvo Content or materials on the Services for any purpose not expressly permitted by these Website Terms is strictly prohibited. For the purposes of these Website Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Your use of the Services and the relating licenses granted hereunder are also conditioned upon your strict adherence to the letter and spirit of the various applicable guidelines and any end user licenses associated with your use of the Services. Nuvo may modify such guidelines in its sole discretion at any time. Nuvo reserves the right to terminate your Account and access to the Services if it determines that you have violated any such applicable guidelines.
Nuvo respects the intellectual property of others, and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Services infringe upon your copyright or other Intellectual Property Right, please send the following information to Nuvo’s Copyright Agent at 555 19th Street, Suite 102, San Francisco, California 94107 and copyright@nuvo.com:
You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Nuvo and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these Website Terms. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Nuvo in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Nuvo upon termination of these Website Terms for any reason whatsoever.
The term “Confidential Information” shall mean any and all of Nuvo’s trade secrets, confidential and proprietary information, and all other information and data of Nuvo that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Nuvo or Nuvo’s business, operations or properties, including information about Nuvo’s staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NUVO MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES; (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, LENDING DECISIONS MADE BY CUSTOMERS BASED ON USE OF THE SERVICES. ANY CONTENT PROVIDED ON THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY. THE INFORMATION CONTAINED ON THE SERVICES DOES NOT CONSTITUTE THE RENDERING OF LEGAL, ACCOUNTING, TAX, OR OTHER SUCH PROFESSIONAL ADVICE.
UNDER NO CIRCUMSTANCES WILL NUVO AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY NUVO, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT NUVO AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE GREATER OF: (I) THE TOTAL FEES PAID BY YOU TO NUVO DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE; OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.
You hereby agree to indemnify, defend, and hold harmless Nuvo and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the “Indemnified Parties”) from and against any and all claims asserted or liabilities incurred in connection with: (i) your use or inability to use the Services including, but not limited to, lending decisions made by Customers based on their use of the Services; (ii) your breach or violation of these Website Terms; (ii) your violation of any law, or the rights (including intellectual property rights) of any user or third party; (iii) any content (including Submitted Content) submitted by you or using your Account to the Services, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any claims or liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. Nuvo reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Nuvo.
PLEASE READ THIS SECTION CAREFULLY—IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND NUVO CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND NUVO TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us at support@nuvo.com and you and Nuvo will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys' fees, even if you may have been entitled to them otherwise.
Binding Arbitration. You and Nuvo agree that any dispute, claim or controversy arising out of or relating to these Website Terms or to your use of the Services (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights. This means that you and Nuvo both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Nuvo in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.
Class Action Waiver. You and Nuvo agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Nuvo both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Nuvo agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.
Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution—Arbitration & Class Action Waiver” section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).
Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.
Arbitration Location and Procedure. Unless you and Nuvo agree otherwise, the seat of the arbitration shall be in San Francisco, California. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Nuvo submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.
Arbitrator’s Decision and Governing Law. The arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimer of Warranties and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Fees. Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.
Except as provided in Section 14 or expressly provided in writing otherwise, these Website Terms and your use of the Services will be governed by, and will be construed under, the laws of the State of California, without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret these Website Terms.
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Website Terms.
Failure by Nuvo to enforce any provision(s) of these Website Terms will not be construed as a waiver of any provision or right. These Website Terms constitute the complete and exclusive agreement between you and Nuvo with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of these Website Terms are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Class Action Waiver” in Section 14, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable: (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or; (ii) if such provision cannot be so modified or restructured, it shall be excised from these Website Terms without affecting the validity, legality or enforceability of any of the remaining provisions. These Website Terms may not be assigned or transferred by you without our prior written approval. We may assign or transfer these Website Terms without your consent, including but not limited to assignments: (1) to a parent or subsidiary; or (2) in connection with a corporate reorganization, merger, acquisition or sale of all or substantially all of our business and/or assets. Any assignment in violation of this section shall be null and void. These Website Terms will inure to the benefit of Nuvo, its successors and assigns.
Nuvo reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of these Website Terms and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Nuvo. Nuvo will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with these Website Terms, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to these Website Terms constitutes your complete and irrevocable acceptance of any and all such changes. Nuvo may also impose limits on certain features or restrict your access to part or all of the Services without notice or liability.
None of the terms of these Website Terms are enforceable by any persons who are not a party to these Website Terms.
You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which these Website Terms refers electronically including without limitation by e-mail or by posting Notices on the Website. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in these Website Terms, all Notices under these Website Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.
If you have any questions about these Website Terms or about the Website, please contact us by email at support@nuvo.com or by mail to Nuvo Technologies, Inc., 555 19th Street, Suite 102, San Francisco, California 94107.