- General Use Restrictions
All information, documents, images, products and services provided or accessible on this Site (collectively, the “Materials”), including but not limited to Materials that are able to be downloaded from the Site (collectively, “Downloaded Materials”), are provided by NextFlex or its respective members, developers, vendors, licensors and/or other affiliated parties (collectively, the “Third-Party Providers”), and are the copyrighted or otherwise protected works of NextFlex and/or such Third-Party Providers, as applicable. Materials, and any copies thereof, are licensed, not sold.
Subject to your compliance with these Terms, including payment of any fee if indicated with respect to specific Downloaded Material, NextFlex and its licensors grant to you the limited, non-exclusive, revocable, non-sublicensable and non-transferable license to access this Site for its lawful and intended purposes and internally display and perform the Materials as presented on the Site and download, copy, reproduce and internally distribute the Materials, provided that: (1) no copyright notice or other proprietary marking may be removed from the Material and must be included in any copy of the same, (2) these General Use Restrictions appear in any copy of the Materials, and (3) all use is solely for your personal, internal informational purposes (for example, not copied or posted, broadcast in any media or otherwise redistributed to a third-party). You acknowledge and agree that these Terms grant you no right to modify, edit, make derivative works from, alter or enhance any of the Materials. In addition, you agree not to “frame” or “mirror” any Materials contained on this Site on any other server or website without the advance written authorization of NextFlex. Certain Downloaded Material may be subject to additional licensing terms, in which event you will be presented with such terms to accept before the download can begin. If you have been granted password or other credentialed access to portions of the Site, you agree to use reasonable measure to protect such credentials from unauthorized use and disclosure and to notify NextFlex immediately should you become aware of any unauthorized use or disclosure of your credentials. The limited license set forth herein terminates automatically, without notice to you, if you breach any of these Terms, and may be revoked by NextFlex for any or no reason upon notice to you. Upon termination of this limited license, you agree to immediately destroy any downloaded and printed Materials. NextFlex participants who have entered into a Participation Agreement or other agreement with NextFlex may have additional rights to use the Materials as set forth in such agreements such as by virtue of the NextFlex IP Policy, and nothing in these Terms is intended to modify such other agreements.
Except as stated herein, you agree that these Terms grant you no right, title or interest in or to the Materials, without the advance written authorization of NextFlex or the applicable Third-Party Provider. No Downloaded Materials or trademarks, logos, graphics or images from the Site may be sold, leased, assigned, loaned, transferred, shared or otherwise transferred or distributed to a third-party without the prior written consent of NextFlex. You acknowledge that your unauthorized use of any Materials contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and certain communications statutes and regulations, and agree that your use of the Site will comply with all applicable laws.
- Third-Party Content
You acknowledge that the Materials may contain certain information that has been compiled by NextFlex based on information provided by a variety of sources (including information from Third-Party Providers and publicly available sources) that NextFlex believes to be reliable, but which may not be accurate or current, and for which NextFlex has not necessarily verified accuracy or completeness. You acknowledge and agree that the Materials, including any financial information therein, are not intended to be relied upon for transactional purposes. Reference to any specific commercial products, process, or service by tradename, trademark, manufacturer, or otherwise, does not constitute or imply its endorsement, recommendation, or favoring by NextFlex. The views and opinions of authors expressed in the Materials do not necessarily state or reflect those of NextFlex.
- Links to Third-Party Sites
This Site may provide links to other sites on the World Wide Web or the Internet that are not under the control of or maintained by NextFlex. Such links do not constitute an endorsement by NextFlex of those sites. You acknowledge and agree that your use of such third-party sites will be governed by the third-party’s terms and conditions and/or privacy policies, which may be different than NextFlex’s. You acknowledge that NextFlex is providing these links to you only as a convenience, and agree that NextFlex is not responsible for the content of those sites.
- Submissions & Indemnity
NextFlex takes reasonable steps consistent with industry practice to protect this Site from unauthorized access and use. No measure of security is foolproof, so please keep this in mind when deciding the information you choose to provide through our Sites. NextFlex encourages you to notify us at CustomerService@NextFlex.us of any security breach, vulnerability or unauthorized use of our Site should you become aware of the same.
- Disclaimer of Warranty
UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXTFLEX AND FLEXTECH PROVIDE THE SITES AND THE MATERIALS ON THE SITES “AS IS” AND “AS AVAILABLE”, AND HEREBY EXPRESSLY DISCLAIM, ON BEHALF OF THEMSELVES AND THEIR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS LICENSORS OR SUBCONTRACTORS, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE SITE OR MATERIALS WILL NOT BE INTERRUPTED OR WILL BE “ERROR-FREE” OR FREE OF VIRUSES OR OTHER HARMFUL CODE. NEXTFLEX AND FLEXTECH, FOR THEMSELVESA AND EACH OF THE THIRD-PARTY PROVIDERS, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY OF THE MATERIALS CONTAINED ON OR OBTAINED THROUGH YOUR USE OF THE SITE. ANY QUESTIONS REGARDING THE MATERIALS SHOULD BE DIRECTED TO THE THIRD-PARTY PROVIDERS OF SUCH MATERIALS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU ACKNOWLEDGE AND AGREE THAT NEXTFLEX AND FLEXTECH ARE NOT LIABLE FOR THE CONDUCT OF THIRD-PARTIES, INCLUDING OPERATORS OF THIRD-PARTY WEBSITES AND THIRD-PARTY SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXTFLEX AND FLEXTECH, AND THEIR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS OR SUBCONTRACTORS, SHALL HAVE NO LIABILITY WITH RESPECT TO THE SITES, AND SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USING, MODIFYING, CONTRIBUTING, COPYING, DISTRIBUTING, OR DOWNLOADING THE MATERIALS. IN NO EVENT SHALL NEXTFLEX OR FLEXTECH BE LIABLE FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT OR OTHERWISE, EVEN IF NEXTFLEX OR FLEXTECH HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU AGREE THAT YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE SITE AND WILL NOT MAKE A CLAIM OF ANY NATURE AGAINST NEXTFLEX OR FLEXTECH FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM THE USE OF THE MATERIALS.
YOU AGREE TO HOLD NEXTFLEX AND FLEXTECH ENTIRELY HARMLESS FROM, AND YOU COVENANT NOT TO SUE NEXTFLEX OR FLEXTECH, OR THEIR AFFILIATES, SUCCESSORS OR ASSIGNS, FOR ANY CLAIMS RELATED TO THE SITE AND/OR THE MATERIALS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH EXCLUSIONS MAY NOT APPLY TO YOU, OR IF PERMISSIBLE IN YOUR JURISDICTION, TOTAL LIAIBLITY AND YOUR EXCLUSIVE REMEDY WILL BE ONE HUNDRED DOLLARS (US$100.00). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING FROM DEATH OR PERSONAL INJURY TO PERSONS OR TANGIBLE PROPERTY IN ANY JURISDICTION WHERE SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.
- Basis of Bargain
The parties acknowledge that NextFlex has made its Site and the Materials publicly accessible in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified herein will survive and apply even if found to have failed of their essential purpose.
- Local Laws; Export Control
NextFlex controls and operates this Site from its office in the United States of America and makes no representation that these Materials are appropriate or available for use in other locations. If you use this Site or Materials from outside the United States of America, you do so at your own risk and you are solely responsible for compliance with applicable local laws including but not limited to intellectual property laws, unsolicited communications laws, competition laws, advertising laws, privacy and publicity laws, and the export and import regulations of other countries in relation to the Materials.
Unless otherwise explicitly stated, all marketing or promotional materials found on this Site are solely directed to individuals, companies or other entities located in the United States.
You acknowledge and agree that Materials may be subject to the U.S. Export Administration Laws and Regulations, and that diversion of such Materials contrary to U.S. law is prohibited. You agree that none of the Materials, nor any direct product therefrom, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects, unless specifically authorized by the U.S. Government for such purposes, and the license set forth in these Terms do not include use for such purposes. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
Changes to the Site and Materials. You acknowledge and agree that this Site and/or the Materials may include certain inaccuracies or typographical errors which may affect the quality of the Materials. In addition, you agree that NextFlex and the Third-Party Providers may make improvements and/or changes in the products, services, programs, and prices described in this Site, if any, at any time without notice.
Disputes and Governing Law. Any action related to these Terms will be governed by California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree to submit to the non-exclusive jurisdiction of the courts located in Santa Clara County, in the State of California, for the resolution of all disputes arising from or related to these Terms and/or your use of the Site. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
In the event of any dispute or claim arising out of or in connection with or relating to these Terms, you agree to first contact NextFlex and attempt to resolve the dispute with us informally. You agree to submit any claim on your individual behalf and waive any and all right to participate in a class action. Nothing in these Terms shall prevent either party from seeking injunctive relief or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Site or Materials, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts located in Santa Clara County, California for such purpose or to enforce any arbitration award to the fullest extent permitted by law. These Terms are written in English and the governing language shall be English. The use of the singular includes the plural and vice versa, as the context may require. The headings are for convenience of reference only and shall not in any way affect the interpretation hereof.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, A COURT OR ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO ACCESS OR USE OF THE SITE OR MATERIALS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
Notice for California Users: Under California Civil Code Section 1789.3, certain users of the Site from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Customer Service@NextFlex.us or at:
Strategic Operations Department
2244 Blach Place, Suite 150
San Jose, CA 95131, USA
Severability and Waiver. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect. The failure of NextFlex to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by NextFlex in writing.
Assignment. These Terms apply only to you and may not be assigned or transferred by you, and any attempted assignment or transfer by you shall be null and void. NextFlex and FlexTech may freely assign these Terms, in which event shall be binding upon, and inure to the benefit of, the successors and assigns.
Force Majeure. NextFlex and FlexTech shall not be liable for any alleged loss or damages resulting from failure to perform or interruption or unavailability of the Site or Materials due to acts of nature, natural disasters, strike, shortages of labor, utility outages, or for reasons beyond our reasonable control.