Effective Date: November 23, 2022
4. Free Services. “Free Trial Service” means any trial-based Services which Nobl9 makes available to you to try at no additional charge and which are designated as “free trial”, “trial”, “beta,” “pilot,” “preview,” “evaluation,” or similar, together with any support services if and to the extent provided by Nobl9 in its sole discretion. “Free Subscription Service” means any commercially available Services which Nobl9 makes available to you at no additional charge and which are designated as “free tier”, “no-cost product”, or similar, together with any support services if and to the extent provided by Nobl9 in its sole discretion. The Free Trial Service and the Free Subscription Services are collectively the “Free Services”.
If you are using Free Services, Nobl9 makes such Free Services available to you until the earlier of: (i) the end of the 30-day free trial period (for the Free Trial Service) or Nobl9’s determination that the primary subscriber has ceased use of the Services (for the Free Subscription Service); (ii) your cancellation of the Free Services; or (iii) Nobl9’s termination (in its sole discretion) of the Free Services (the “Free Services Period”).
Any data you enter into the Free Services may be retained by Nobl9 for up to thirty (30) days after the end of the Free Services Period in the event that you wish to purchase subscription Services. However, for clarity, Nobl9 has no obligation to retain your data after the end of the Free Services Period. Thereafter, your data will be deleted. The functionality, data sources, SLOs, users, support services, and certain other features of the Free Services may be limited in comparison to the paid subscription-level Services available to you.
5. Paid Subscription Services. If you purchase Services on a subscription basis, the type of Services purchased, the fee rates, and the payment process will be set forth in your applicable Nobl9 order form. Each subscription term shall begin on the effective date of the order form and run for the term set forth in the order form (with subscriptions offered on a monthly basis and on an annual basis). For the avoidance of doubt: (i) if you subscribe to Services while using the Free Trial Service, you will receive the benefits of your full 30-day trial prior to commencement of your paid subscription term; (ii) your Free Subscription Service will automatically end upon your subscription the paid version of the Service.
If you purchase annual subscription Services, your subscription will automatically renew for additional one-year terms unless you provide a notice of nonrenewal at least ten (10) days prior to the end of the then-current subscription term. If you purchase monthly subscription Services, your subscription will automatically renew on a month-to-month basis, provided, however, that you may cancel your subscription at any time. Upon any cancellation of monthly Services or timely notice of nonrenewal for annual Services, you will continue to have access to the Services through the end of your then-current term, at which time your access to the Services will terminate. Your final invoice will contain any overage charges accrued during your final term.
Applicable fee rates for renewal terms will be at Nobl9’s then-current rates.
You agree to pay all fees set forth in the applicable order form. All payments will be made in United States Dollars within thirty (30) days of the date of the applicable electronic invoice. Except as expressly set forth herein, all fees are non-refundable once paid. Unless timely provided with a valid certificate of exemption or other evidence that items are not taxable, Nobl9 will invoice you for all applicable taxes (including taxes due on any Free Services). If your account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Nobl9 reserves the right to suspend your access to the Services without liability to you until such amounts are paid in full.
6. Intellectual Property Rights. This Website and Services contain material, including but not limited to information, software, code, text, data, graphics and photos (“Content”) and trademarks, service marks and logos that are owned by us or made available to us through arrangements we have made with third parties. All Content is protected by United States and foreign copyright laws and all trademarks on this Website are protected by United States and foreign trademark laws. Except as expressly authorized by Nobl9, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Website, the Services, or the Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Website.
Use of the Website and/or the Services does not grant any right or license to any copyright, trademark, trade secret or patent. Use of this Website does not create any business relationship between you and Nobl9.
In connection with your use of the Website you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Nobl9 from accessing the Website (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Website or the Website’s Content other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by Nobl9.
Upon your purchase of any subscription Services (or on the date your Free Services Period ends if you purchase subscription Services during your Free Services Period), you hereby grant Nobl9 a fully paid-up, royalty-free, worldwide, irrevocable, perpetual, non-sublicensable right and license to use, display, and publish your name, trademarks, service marks, and/or logos in our marketing and promotional materials for the purpose of identifying you as a client of Nobl9.
Content is provided to the general public for informational purposes only. While Nobl9 uses reasonable efforts to include accurate and current Content, we make no representation or warranties regarding the availability, accuracy, or completeness of the Content.
Content may not be copied, reproduced, modified, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise transferred or exploited for any commercial purpose whatsoever without the prior written consent of Nobl9 or as permitted by applicable law. A single copy of the Website may only be viewed, used, or downloaded for your personal and noncommercial use.
You are solely responsible for all information, data, text photographs, graphics, messages or other materials (“User Content”) that you submit to the Website, including, without limitation, via our forms or email. The following are examples of the kind of User Content and/or uses of the Website that are illegal and/or prohibited by Nobl9, and you agree to not use the Website or Services to:
email or submit any User Content that: (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to submit under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Nobl9, is objectionable or which restricts or inhibits any other person from using or enjoying the Website, or which may expose Nobl9 or its users to any harm or liability of any type;
copy, reproduce, reverse engineer, modify, create derivative works from, distribute or publicly display any Content from the Website without Nobl9’s prior express written permission;
otherwise commercialize or attempt to commercialize any Nobl9 application, information, or software;
infringe upon or violate our intellectual property rights or the intellectual property rights of others;
violate any applicable local, state, national or international law, or any regulations having the force of law;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
solicit personal information from anyone;
harvest or collect email addresses or other contact information of other users from the Website by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
advertise or offer to sell or buy any goods or Website for any business purpose;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Website and the Services to which you are subscribed;
disrupt, modify or interfere with the proper working of the Website, or any code, software, hardware, or servers associated with the Website;
take any action that impedes or interferes with others’ access and use of the Website or Services; or
delete or alter any information or materials, including Content, on or associated with the Website and/or Services.
Nobl9 reserves the right to investigate and take appropriate legal action against anyone who, in Nobl9’s sole discretion, violates these provisions, including, without limitation, reporting such person to the law enforcement authorities.
9. User Content Transmitted Through the Website. With respect to the User Content or other materials you email or submit through the Website, you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By emailing or submitting any User Content, you hereby grant to Nobl9 and its affiliates and subsidiaries, a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Website in any form, medium or technology now known or later developed.
This Website and its Content are designed to comply with the laws of the United States. Nobl9 makes no representation that the Website is appropriate or available for access in other locations, and access to the Website from other locations where the Content of the Website may be illegal is prohibited. Those who choose to access the Website outside the United States do so at their own risk.
12. Limitation of Liability. NOBL9 PROVIDES THE CONTENTS OF ITS WEBSITE FOR INFORMATIONAL PURPOSES ONLY. BY USING THE WEBSITE, YOU HEREBY AGREE NOT TO RELY ON ANY OF THE INFORMATION CONTAINED HEREIN. UNDER NO CIRCUMSTANCES SHALL NOBL9 BE LIABLE FOR YOUR RELIANCE ON ANY SUCH INFORMATION NOR SHALL NOBL9 BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES THAT: (I) RESULT FROM THE ACCESS OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE MATERIALS IN THIS WEBSITE OR THE MATERIALS IN ANY THIRD PARTY WEBSITE WHICH MAY BE LINKED TO THIS WEBSITE; OR (II) THAT ARISE IN CONNECTION WITH MISTAKES OR OMISSIONS IN OR DELAYS IN TRANSMISSION OF INFORMATION TO OR FROM YOU OR NOBL9, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITE, OR VIRUSES – IN EACH CASE EVEN IF NOBL9 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NOBL9’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL NOBL9’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER THE CAUSE OF ACTION IS IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS WEBSITE.
THE SECTIONS TITLED “NO WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER APPLICABLE LAW. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID OR FOR ANY REASON UNENFORCEABLE UNDER APPLICABLE LAW, THEN THESE PROVISIONS SHALL BE DEEMED SEVERABLE AND ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE INVALIDITY OF ANY SUCH PORTION OF THESE SECTIONS SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS OF THESE TERMS.
13. No Warranties. ALL CONTENT, MATERIALS, AND SERVICES ON THIS WEBSITE ARE PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NOBL9 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. NOBL9 DOES NOT WARRANT THAT ACCESS AND USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NOBL9 DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT NOBL9) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION NECESSITATED BY YOUR USE OF THE WEBSITE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
15. Export Control. You may not use, export, import, or transfer any part of our Website except as authorized by U.S. law, the laws of the jurisdiction in which you use or access our Website, or any other applicable laws. In particular, but without limitation, no part of our Website may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Website, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use our Website or Services for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by Nobl9 are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Nobl9 products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.
16. Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND NOBL9 AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND NOBL9 AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR, AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER, APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Pre-Arbitration Dispute Resolution. Nobl9 is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@Nobl9.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Nobl9 should be sent to: Nobl9 Inc., 330 Bear Hill Road, Suite 203, Waltham, MA 02451, USA (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Nobl9 and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Nobl9 may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Nobl9 or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Nobl9 is entitled.
Unless Nobl9 and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Nobl9 agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Nobl9 will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Nobl9 will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Nobl9 will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
Confidentiality of Arbitration. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
By email: email@example.com
By mail: Nobl9, Inc., 330 Bear Hill Road, Suite 203, Waltham, MA 02451, USA.