End User Software Subscription License and Website Terms of Use

These terms and conditions for our Software (the “Terms”) apply to the purchase, sale, or use of our cloud subscription-based software products and services (“Software”) through nebula.io, or gqr.io (the “Site”) and constitute a binding contract between yourself and any entity for which you are acting as an employee, owner, contractor, consultant, or agent (“you”, “your”, or “Customer”) and Wynden Stark Limited and Wynden Stark LLC dba GQR Global Markets and Nebula.io LLC ( “us”, “we”, “our”, or “Nebula”). These Terms are subject to change by us without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of June 22, 2023 (“Effective Date”).

OUR SOFTWARE, PRODUCTS AND SERVICES ARE LICENSED, NOT SOLD.

THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN NEBULA AND YOU AND GOVERNS THE USE OF AND ACCESS TO THE SOFTWARE BY YOU FOR PAID OR FREE TRIAL SUBSCRIPTION TO THE SERVICES. USE OF THIS SOFTWARE IS SUBJECT TO LICENSE RESTRICTIONS. CAREFULLY READ THESE TERMS BEFORE USING THE SOFTWARE. USE OF SOFTWARE INDICATES COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. ANY ADDITIONAL OR DIFFERENT PURCHASE ORDER TERMS AND CONDITIONS SHALL NOT APPLY.

PLEASE BE AWARE THAT THE TERMS, BELOW, CONTAIN PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

1. Sign in or Use Creates a Legally Binding Contract Between You and Us

BY USING THE SITE YOU ACCEPT THESE TERMS. Your continued use of this Site after June 22, 2023, will constitute your acceptance of and agreement to such changes. By using the Site, You represent and warrant that you have the legal authority to enter into this binding contract. You agree to these Terms on behalf of the company or other legal entity for which you are acting or, if there is no company or legal entity, on behalf of yourself as an individual (in either case, “You”). IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT AGREE TAKE ANY FURTHER ACTION ON THIS SITE.

2. Definitions

Terms not otherwise defined herein are defined as follows:
  1. “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Software under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Software has been purchased hereunder.
  2. “Candidate Data” means information, data, and other content, in any form or medium, that is on, or submitted, posted, or otherwise transmitted by, to, or on that relates to individuals or corporate entities within the Software that you may be looking to hire for full or part time employment, consultancy, an independent contractor agreement or any other agency through or as part of the use of the Software.
  3. “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Software.
  4. “Documentation” means Nebula’s user manuals, handbooks, and guides relating to the Software provided by Nebula to Customer either electronically or in hard copy form/end user documentation relating to the Software.
  5. “Nebula IP” means the Software, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Nebula IP, includes Aggregated Statistics and any information, data, or other content derived from Nebula’s monitoring of Customer’s access to or use of the Software, but does not include Customer Data.
  6. “Order Form” means the Customer’s Subscription Order Form and Agreement.
  7. “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Software.

3. Access and Use

  1. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other Terms, Nebula hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Software during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. Nebula shall provide you the necessary access credentials to allow you to access the Software.
  2. Documentation License. Subject to the terms and conditions contained in the Terms, Nebula hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Software.
  3. Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Software, any software component of the Software, or Documentation for any purposes beyond the scope of the access granted in the Terms. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Software, any software component of the Software, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or Documentation except as expressly permitted under the Terms; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or Documentation; or (v) use the Software or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule. Nothing in these Terms shall obligate us to continue providing access to any service beyond the date when we cease providing such Service to customers generally.
  4. Aggregated Statistics. Notwithstanding anything to the contrary in the Terms, Nebula may monitor Customer’s use of the Software and collect and compile data and information related to Customer’s use of the Software to be used by Nebula in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Software (“Aggregated Statistics”). As between Nebula and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Nebula. You acknowledge that Nebula may compile Aggregated Statistics based on Customer Data input into the Software. You agree that Nebula may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer’s Confidential Information.
  5. Reservation of Rights. Nebula reserves all rights not expressly granted to Customer in the Terms. Except for the limited rights and licenses expressly granted under the Terms, nothing in the Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Nebula IP.
  6. Suspension. Notwithstanding anything to the contrary in the Terms, Nebula may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Software if: (i) Nebula reasonably determines that (A) there is a threat or attack on any of the Nebula IP; (B) Customer’s or any other Authorized User’s use of the Nebula IP disrupts or poses a security risk to the Nebula IP or to any other customer or vendor of Nebula; (C) Customer or any other Authorized User is using the Nebula IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Nebula’s provision of the Software to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Nebula has suspended or terminated Nebula’s access to or use of any third-party services or products required to enable Customer to access the Software; or (iii) in accordance with these Terms (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Nebula shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Software following any Service Suspension. Nebula shall use commercially reasonable efforts to resume providing access to the Software as soon as reasonably possible after the event giving rise to the Software Suspension is cured. Nebula will have no liability for any damage, liabilities, losses (including any loss of profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
  7. Audits and Inspections. For the purpose of verifying compliance with these Terms, we (and our authorized representatives) shall have the right, during normal business hours upon reasonable advance notice and without material disruption to your business, to audit and inspect from time to time your offices, books and records relevant to the Software and to observe the use made of the service and the manner of accesses to the Software. You agree to cooperate with such audits and provide us with reasonable assistance and access to information about your company, affiliates and clients, Authorized Users, suppliers, and all other users of the Software. If our records pursuant to this section or otherwise indicate that (i) more users are accessing the Software than you have paid for, or (ii) the Software is being accessed by users other than you have been billed for, you shall pay us the shortfall in Fees retrospectively to the date of the applicable increase. If such underpayment exceeds 5% of the Fees due during the relevant period, you shall reimburse us for our reasonable costs associated with such audit or inspection.

4. Customer Responsibilities, Consent, and Warranty.

  1. Acceptable Use Policy. The Software may not be used for unlawful, fraudulent, offensive, or obscene activity, is not intended to be used by individuals under the age of 18, cannot be used to scrape, crawl, download or programmatically gather the information on it, cannot be used to attempt to reverse engineer our IP, cannot be used except as may be specified as allowable by these Terms (the “AUP”). Access to the Software is controlled by the use of User IDs, passwords and/or tokens. All User IDs and passwords are to be uniquely assigned to named individuals and consequently, Customers are accountable for all actions in the Software. Customers must not: (i) allow anyone else to use their user ID/token and password; (ii) leave the Software logged in at an unattended and unlocked computer; (iii) use another Customer’s user ID and password to access the Software; (iv) leave a password unprotected; (v) perform any unauthorized changes to the Software or information contained in the Software; (vi) attempt to access data that they are not authorized to use or access; (vii) exceed the limits of their authorization or specific business need to interrogate the system or data; (viii) store any information within the Software on any non-authorized equipment; (ix) give or transfer the Software or any information within the Software to any other individual or organization without the express written consent of a director of the Nebula.
  2. This may be amended from time to time, which is incorporated herein by reference. You will comply with all terms and conditions of the Terms, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements.
  3. Account Use. You are responsible and liable for all uses of the Software and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of the Terms. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of the Terms if taken by you will be deemed a breach of the Terms by you. You shall use reasonable efforts to make all Authorized Users aware of the Terms as applicable to such Authorized User’s use of the Software and shall cause Authorized Users to comply with such provisions.
  4. Customer and Candidate Data. You hereby grant to Nebula a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Nebula to provide the Software to you, and a non- exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics and sharing the listing, company, and candidate information within the platform. You will ensure that any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into the Terms or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data. You understand and agree that actions, information, data and Customer or Candidate data that you provide us will be used by us for all lawful purposes, including but not limited to marketing and improving the machine-learning effectiveness of our Software.

    NEBULA MAKES NO PROMISE OR WARRANTY, EITHER EXPRESS OR IMPLIED, THAT CANDIDATE DATA COMPLIES WITH APPLICABLE MARKETING OR ADVERTISING LAWS OR USE OF LIKELNESS OR IMAGE LAWS ANDREGULATIONS. YOUEXPRESSLYAGREETHATYOUARERESPONSIBLEFORFULLCOMPLIANCEWITH ALL LAWS AND REGULATIONS RELATING TO CONTACTING INDIVIDUALS OR ENTITIES OR USE OF ANY IMAGES OR LIKENESS PROVIDED FOR IN THE SOFTWARE (E.G., Telephone Consumer Protection Act, Canada’s Anti-Spam Legislation, California Consumer Protection Act).
  5. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Software confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
  6. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of the Terms, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Software by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.
  7. Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Software are in compliance with the AUP.
  8. CONSENT. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU EXPRESSLY AUTHORIZE NEBULA TO CONTACT YOU IN ANY LAWFUL MANNER, INCLUDING THROUGH THE USE OF AUTOMATIC AND/OR COMPUTERIZED DIALING SYSTEMS, TEXT MESSAGES, AND PRE-RECORDED MESSAGES, INCLUDING, BUT NOT LIMITED TO, ACCOUNT SUPPORT OR TO MARKET, SELL OR PROVIDE YOU WITH INFORMATION REAGRING OUR SOFWARE, PRODUCTS AND SERVICES, OR SOFTWARE, PRODUCTS AND SERVICES OF THIRD PARTIES THAT WE BELIEVE MAY BE OF INTEREST TO YOU, AND YOU HEREBY UNAMBIGUOUSLY AGREE AND EXPRESSLY CONSENT TO RECEIVE SUCH COMMUNIATIONS, INCLUDING BUT NOT LIMITED TO EMAILS, TEXTS AND TELEPHONE CALLS.
  9. YOU EXPRESSLY CONSENT TO BE CONTACTED AT THE ADDRESSES, TELEPHONE NUMBERS (INCLUDING MOBILE OR WIRELESS NUMBERS), AND EMAIL ADDRESSES YOU PROVIDE TO US (EITHER VERBALLY OR WRITTEN) AS CONTAINED YOUR INFORMATION AND/OR SOFTWARE. YOU REPRESENT AND WARRANT THAT ANY MOBILE OR WIRELESS TELEPHONE NUMBER YOU PROVIDE BELONGS TO YOU AND IS ASSOCIATED WITH A MOBILE DEVICE IN YOUR POSSESSION. YOU HEREBY AGREE TO NOTIFY US AT YOUR EARLIEST CONVENIENCE IF YOUR MOBILE OR WIRELESS TELEPHONE NUMBER CHANGES. SHOULD YOU HAVE ANY QUESTIONS ABOUT WHICH ADDRESSES, TELEPHONE NUMBERS OR EMAIL ADDRESSES YOU PROVIDED TO US CONTACT YOUR ACCOUNT REPRESENTATIVE.
  10. YOUR CONSENT TO THE TERMS OF THIS SECTION IS NOT REQUIRED, DIRECTLY OR INDIRECTLY, AS A CONDITION OF PURCHASING THE SOFTWARE. SHOULD YOU NOT WISH TO CONSENT TO BEING CONTACTED OR TO REVOKE A CONSENT PREVIOUSLY GIVEN, CONTACT YOUR ACCOUNT REPRESENTATIVE.

5. Service Levels and Support

Subject to the terms and conditions of the Terms, we will use commercially reasonable efforts to make the Software available in accordance during regular business hours and utilize weekends to make changes that require the Site to be down; however, we make no promises or guarantees that the Site will be available during regular business hours. This Software is self-service and does not entitle Customer to any support for the Software.

6. Fees and Payment – NO REFUND

  1. Customer shall pay Nebula the fees as described on the Site (“Fees”) within thirty (30) days from the invoice date without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date.
  2. If Customer fails to make any payment when due, without limiting Nebula’s other rights and remedies: (i) Nebula may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Nebula for all reasonable costs incurred by Nebula in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. If payment is not received within 40 days, Nebula may suspend Customer’s and all other Authorized Users’ access to any portion or all of the Software until such amounts are paid in full. All Fees and other amounts payable by Customer under the Terms are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder.
  3. NO REFUND. ONCE YOU ACCEPT THESE TERMS, YOU ARE NOT ENTITLED TO ANY REFUND. DO NOT ACCEPT THESE TERMS IF YOU HAVE ANY QUESTIONS REGARDING OUR NO REFUND POLICY. Because of the nature of the Software and your ability to perform searches and gain access to Candidate Data and information immediately after you Accept, no refunds are provided for our Software.

7. Confidential information.

From time to time during the Term, Nebula and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is/and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under the Terms. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under the Terms, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.

8. Privacy Notice

Nebula complies with its privacy notice available at Nebula.io (“Privacy Notice”), in providing the Software. The Privacy Notice is subject to change as described therein. By accessing, using, and providing information to or through the Software, you acknowledge that you have reviewed and accepted the Nebula Privacy Notice, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Notice.

9. Intellectual Property Ownership; Feedback

As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Software and Candidate Data, and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Software, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

10. No warranties – Software Provided “As Is”.

Nebula provides Software using a commercially reasonable level of care and skill. Nebula does not make any representations, warranties or guarantees regarding uptime or availability of the Software. THE FOREGOING WARRANTY DOES NOT APPLY, AND NEBULA STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD- PARTY PRODUCTS.
THE SOFTWARE ARE PROVIDED “AS IS” AND NEBULA SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NEBULA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEBULA MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

11. Indemnification

Customer shall indemnify, hold harmless, and, at Nebula’s option, defend Nebula and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with the Terms, infringes or misappropriates such third party’s US intellectual property rights; or (ii) based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the Software or Candidate Data in a manner not authorized by the Terms; provided that Customer may not settle any Third-Party Claim against Nebula unless Nebula consents to such settlement, and further provided that Nebula will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

12. Limitations of Liability

IN NO EVENT WILL NEBULA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER NEBULA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL NEBULA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO NEBULA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR OR ONE THOUSAND DOLLARS ($1,000.00), WHICHEVER IS LESS.

13. AUTOMATIC RENEWAL,Term and Termination.

  1. Term and Termination. A paid subscription is provided to You with an Effective Date and a data that provides the end of the initial term (“Subscription Term End Date”), each a (“Subscription Term”). This subscription automatically renews on the term anniversary (may be monthly, quarterly, or annual), with each subscription being a Subscription Term.

    ALL SUBSCRIPTIONS AUTOMATICALLY RENEW, UNLESS YOU PROVIDE US WITH THIRTY DAYS WRITTEN NOTICE OF YOUR INTENTION TO NOT TO RENEW. In addition to any other express termination right set forth in the Terms, Nebula may terminate the Terms, for any reason upon sixty days’ advance notice. The Parties may amend this term and termination provision in the Order Form.

  2. Material Breach or Misuse. Either party may terminate the Terms, effective on written notice to the other party, if the other party materially breaches the Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach. If Nebula reasonably believes or determines that You are misusing the software or using the software or website in a manner that violates these Terms, Nebula may suspend or terminate your access immediately.

  3. Effect of Termination. Upon termination of the Terms, Customer shall immediately discontinue use of Software. No expiration or termination of the Terms will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

  4. Survival. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination.

14. Modifications

You acknowledge and agree that we have the right, in our sole discretion, to modify the Terms from time to time, and that modified terms become effective on posting. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Software after the effective date of the modifications will be deemed acceptance of the modified terms. Nebula will provide at least thirty (30) days’ advance notice of changes to any service level that Nebula reasonably anticipates may result in a material reduction in quality or services.

15. Export Regulation

The Software utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software or the software or technology included in the Software to or make the Software or the software or technology included in the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software or the software or technology included in the Software available outside the US.

16. US Government Rights

Each of the software components that constitute the Software and the Documentation is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Software and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

17. Governing Law

This agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York.

18. Binding Arbitration

AAA ARBITRATION. IN THE EVENT OF ANY DISPUTE, CLAIM OR CONTROVERSY BETWEEN OR YOU AND US TO THESE TERMS ARISING OUT OF OR RELATING TO THE TERMS OR ANY BREACH THEREOF, INCLUDING, WITHOUT LIMITATION, ANY CLAIM THAT THE TERMS OR ANY OF ITS PARTS IS INVALID, ILLEGAL OR OTHERWISE VOIDABLE OR VOID, WHETHER SUCH DISPUTE, CLAIM OR CONTROVERSY SOUNDS IN CONTRACT, TORT, EQUITY OR OTHERWISE, AND WHETHER SUCH DISPUTE, CLAIM OR CONTROVERSY RELATES TO THE MEANING, INTERPRETATION, EFFECT, VALIDITY, PERFORMANCE OR ENFORCEMENT OF THE TERMS, SUCH DISPUTE, CLAIM OR CONTROVERSY SHALL BE SETTLED BY AND THROUGH AN ARBITRATION PROCEEDING TO BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (OR ANY LIKE ORGANIZATION SUCCESSOR THERETO) IN NEW YORK, NEW YORK, IN ACCORDANCE WITH THE AMERICAN ARBITRATION ASSOCIATION’S COMMERCIAL ARBITRATION RULES. EACH OF THE PARTIES TO THE TERMS HEREBY AGREES AND CONSENTS TO SUCH VENUE AND WAIVES ANY OBJECTION THERETO. THE ARBITRABILITY OF ANY SUCH DISPUTE, CLAIM OR CONTROVERSY SHALL LIKEWISE BE DETERMINED IN SUCH ARBITRATION. SUCH ARBITRATION PROCEEDING SHALL BE CONDUCTED IN AS EXPEDITED A MANNER AS IS THEN PERMITTED BY THE COMMERCIAL ARBITRATION RULES (FORMAL OR INFORMAL) OF THE AMERICAN ARBITRATION ASSOCIATION. BOTH THE FOREGOING AGREEMENT OF THE PARTIES TO THE TERMS TO ARBITRATE ANY AND ALL SUCH DISPUTES, CLAIMS AND CONTROVERSIES AND THE RESULTS, DETERMINATIONS, FINDINGS, JUDGMENTS AND/OR AWARDS RENDERED THROUGH ANY SUCH ARBITRATION SHALL BE FINAL AND BINDING ON THE PARTIES HERETO AND MAY BE SPECIFICALLY ENFORCED BY LEGAL PROCEEDINGS. NOTWITHSTANDING ANY PROVISION OF THE TERMS RELATING TO WHICH STATE LAWS GOVERN THE TERMS, ALL ISSUES RELATING TO ARBITRABILITY OR THE ENFORCEMENT OF THE AGREEMENT TO ARBITRATE CONTAINED HEREIN SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (9 U.S.C. §§ 1 ET SEQ.) AND THE FEDERAL COMMON LAW OF ARBITRATION.

19. General Provisions

The terms constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at gqrgm.com and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Software. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of the Terms by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. The Terms may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign the Terms and to delegate any of its obligations hereunder.