Please read the Terms of Use carefully before you start to use the Website, Nteraction Platform, or any other services or materials provided by Nteraction (collectively, the “Nteraction Services”). By using the Nteraction Services or otherwise electronically indicating your acceptance, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Nteraction Services.

This Nteraction Services are offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions. By using the Nteraction Services, you represent and warrant that you are of legal age to form a binding contract with Nteraction and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Nteraction Services.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion, including but not limited to the charges associated with the use of the Nteraction Platform and use of any nonpublic parts of the Website. All changes are effective immediately when we post them, and apply to all access to and use of the Nteraction Services thereafter.

Your continued use of the Nteraction Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Nteraction Services, Paid Nteraction Services, and Account Security

We reserve the right to withdraw or amend the Nteraction Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Nteraction Services are unavailable at any time or for any period. From time to time, we may restrict access to some Nteraction Services, or require payment for access to certain Nteraction Services, such as the Nteraction Platform.

Where payment is required, we will provide you with the payments terms at the time of order, typically in the form of a Sales Order Form that documents your access rights, the fees, payment and termination terms.  Unless mutually agreed otherwise in writing at the time of ordering, all fees are nonrefundable, in US Dollars, and exclusive of any applicable taxes.  Fees are based on the subscription purchased, not actual usage, quantities purchased cannot be decreased during the relevant subscription term and subscriptions are non-cancelable.   

You are responsible for making all arrangements necessary for you to have access to the Nteraction Services and for ensuring that all persons who access the Nteraction Services through your internet connection and/or your account are aware of these Terms of Use and comply with them.  You will properly secure and restrict access to your authorized users of all access credentials. You must promptly notify Nteraction if you become aware of or suspect any misuse of your account or any of your authorized users accounts, and fully cooperate in any investigation conducted by Nteraction or its agents into the same. 

To access the Nteraction Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Nteraction Services that all the information you provide is correct, current, and complete. You agree that all information you provide to register or otherwise, including, but not limited to, through the use of any interactive features on the Nteraction Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You will not submit any electronic data or other information into the Nteraction Service except where you have all the necessary rights and permissions from the owners of that data or information. Further you will only use the Nteraction Services in accordance with these Terms of Service and any applicable user documentation provided to you by Nteraction. 

Intellectual Property Rights

The Nteraction Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Nteraction, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the free, publicly available portions of the Website for your personal, non-commercial use only. If you have been given a user account to the Nteraction Platform, you may access the Nteraction Platform in accordance with the subscription rights purchased only for as long as you have an active user account and are in good standing with Nteraction.  Under no circumstances may you share your user account with anyone.  You hereby agree to maintain the security of your access privileges at all times and acknowledge that Nteraction may immediately suspend or terminate your account if its believes that there has been any actual or suspected unauthorized use of your access privileges or other use by you in violation of these Terms of Use. 

Except as expressly authorized herein, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on or through our Nteraction Services.

You must not: (i) modify copies of any Nteraction Services materials; (ii) use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text; or (iii) delete or alter any copyright, trademark, or other proprietary rights notices from copies of Nteraction materials or any materials obtained from the Nteraction Services.

Requests for permission to reproduce or distribute Nteraction materials beyond those permissions granted in these Terms of Use will be granted only in Nteraction’s sole discretion and should be sent to [email protected].

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Nteraction Services or materials from the Nteraction Services in breach of these Terms of Use, your right to use the Nteraction Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Nteraction Services or any content on the Nteraction Services is transferred to you, and all rights not expressly granted are reserved by Nteraction.

Any use of the Nteraction Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

If you receive notice that any data you submit to a Nteraction Service must be removed, modified and/or disabled to avoid violating applicable law or third-party rights, you will promptly do so. If you fail to take required action in accordance with the above, or if in Nteraction’s judgment continued violation is likely to reoccur, Nteraction may suspend all or part of you use rights. If requested by Nteraction, you will confirm such deletion and discontinuance of use in writing and Nteraction shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if Nteraction is required by any third-party rights holder to remove data, or receives information that data provided to you may violate applicable law or third-party rights, Nteraction may discontinue your access to such data through the Nteraction Services.

Trademarks

Nteraction name, Nteraction logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Nteraction or its affiliates or licensors. You must not use such marks without the prior written permission of Nteraction. All other names, logos, product and service names, designs, and slogans on materials available on the Nteraction Services are the trademarks of their respective owners, and you must obtain appropriate permissions from such owners before using them.

Prohibited Uses

You may use the Nteraction Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Nteraction Services or any materials from the Services (such as a playlist or micro campaigns): (i) in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (ii) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation, in violation of law; (iii) to impersonate or attempt to impersonate Nteraction, an Nteraction employee, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); (iv) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Nteraction Services, or which, as determined by us, may harm Nteraction, users of the Nteraction Services, or expose them to liability; (v) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (vi) copy content except as permitted herein or in the applicable end user Nteraction Service documentation, (vii) frame or mirror any part of any Service or Content, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (viii) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Nteraction Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Nteraction Service, (3) copy any ideas, features, functions or graphics of the Nteraction Service, or (4) determine whether the Nteraction Services are within the scope of any patent.

Additionally, you agree not to: (i) use the Nteraction Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Nteraction Services; (ii) use any robot, spider, or other automatic device, process, or means to access the Nteraction Services for any purpose, including monitoring or copying any of the material on the Nteraction Services; (iii) use any manual process to monitor or copy any of the material on the Nteraction Services, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent; (iv) use any device, software, or routine that interferes with the proper working of the Nteraction Services; (v) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (vi) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Nteraction Services, the server on which the Nteraction Services are stored, or any server, computer, or database connected to the Nteraction Services; (vii) attack the Nteraction Services via a denial-of-service attack or a distributed denial-of-service attack; or (viii) otherwise attempt to interfere with the proper working of the Nteraction Services .

Reliance on Information Posted

The information presented on or through the Nteraction Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other users of the Nteraction Services, or by anyone who may be informed of any of its contents. If you purchase rights to any Nteraction Services, such purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Nteraction regarding future functionality or features.

This Nteraction Services may include content provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Nteraction, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Nteraction. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Linking to the Website and Social Media Features

You may link to pages of the free, public Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

Links from the Nteraction Services

If the Nteraction Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

Nteraction is based in the State of Colorado in the United States. We provide Nteraction Services for use only by persons located in the United States. We make no claims that Nteraction Services or any of its content is accessible or appropriate outside of the United States. Access to Nteraction Services may not be legal by certain persons or in certain countries. If you access Nteraction Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that material available for accessing or downloading from the internet, the Website or any other Nteraction Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our services for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY NTERACTION SERVICES OR ITEMS OBTAINED THROUGH THE NTERACTION SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE NTERACTION SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE NTERACTION SERVICES IS AT YOUR OWN RISK. THE NTERACTION SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE NTERACTION SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER NTERACTION NOR ANY PERSON ASSOCIATED WITH NTERACTION MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE NTERACTNIO SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER NTERACTION NOR ANYONE ASSOCIATED WITH NTERACTION REPRESENTS OR WARRANTS THAT THE NTERACTION SERVICES, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE NTERACTION SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE NTERACTINO SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE NTERACTION SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, NTERACTION HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL NTERACTION, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL NTERACTION, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE, IN THE AGGREAGE, FOR ANY DAMAGES ARISNIGO UT OF OR RELAETD TO THIS AGREEMENT IN EXCESS OF THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE NTERATION SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS IMMEDIATELY PRIOR TO THE FIRST INCIDENT OUT OF WHICH THE LIABILTY AROSE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Release

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE AND FOREVER DISCHARGE NTERACTION, ITS AFFILIATES, EMPLOYEES, CONTRACTORS, OFFICERS AND DIRECTORS, AGENTS, SUCCESSORS, AND ASSIGNS, FROM ALL ACTIONS, CAUSES OF ACTION, INJURIES, CLAIMS, DAMAGES, COSTS, OR EXPENSES OF ANY KIND GROWING OUT OF OR RELATED TO YOUR OR YOUR END USERS’ USE OF THE NTERACTION SERVICES. YOU UNDERSTAND THAT THIS IS A FULL AND COMPLETE RELEASE TO THE MAXIMUM EXTENT ALLOWED BY LAW OF ALL CLAIMS AND DAMAGES TO WHICH YOU OR YOUR END USERS MAY HAVE AS A RESULT OF THEIR USE OF THE NTERACTION SERVICES REGARDLESS OF THE SPECIFIC CAUSE THEREOF.

Indemnification

You agree to defend, indemnify, and hold harmless Nteraction, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use and/or your use of the Nteraction Services, including, but not limited to, your use of the Nteraction Services to develop and deliver playlists, micro campaigns or other advertising materials to third parties.

Governing Law and Jurisdiction

All matters relating to the Nteraction Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Nteraction Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado, in each case located in Denver, Colorado, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your jurisdiction of residence or any other relevant jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE NTERACTION SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by Nteraction of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Nteraction to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Assignment

You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without Nteraction’s prior written consent (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all order forms), without the other party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Relationship of Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. There are no third-party beneficiaries under this Agreement.

Entire Agreement

The Terms of Use, our Privacy Policy and any order forms for purchased Nteraction Services constitute the sole and entire agreement between you and Nteraction regarding the Nteraction Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Nteraction Services.

Your Comments and Concerns

This website is operated by Nteraction, Inc. at 2442 South Downing Street, Denver, Colorado, 80210.

All feedback, comments, requests for technical support, and other communications relating to Nteraction Services should be directed to: [email protected].  You grant to Nteraction a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or your end users.