NEWVEM INSIGHT LTD.
Last updated: May 1st, 2013.
Welcome to the websites of Newvem Insight Ltd. (“Newvem”).
BY CLICKING ON THE “REGISTER” BUTTON BELOW, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE “TERMS”) UNDER WHICH NEWVEM PROVIDES YOU WITH THE SERVICES DESCRIBED IN SECTION 1 BELOW (THE “SERVICES”) THROUGH NEWVEM’S WEBSITES AT WWW.NEWVEM.COM AND / OR APP.NEWVEM.COM (THE “SITES”).
OUR STANDARD FREE-TIER SERVICES ARE OFFERED AT NO COST. PREMIUM SERVICES ARE OFFERED FOR A FEE. YOU MAY EXPLORE SOME OF OUR PREMINUM SERVICES FOR FREE DURING AN INITIAL 30-DAY TRIAL PERIOD.
UPON REGISTRATION TO ANY OF THE PAID SERVICES, YOU WILL BE REQUIRED TO AGREE TO ADDITIONAL TERMS IN RESPECT OF PRICING, BILLING TERMS, TAXES, ETC. (THE “PAID SERVICES TERMS”).
YOU ARE ENCOURAGED TO READ THESE TERMS CAREFULLY.
If you do not agree to the following Terms, do not use the Sites or the Services. You may not use the Services if you are not of legal age to accept the Terms and form a binding contract with Newvem.
Newvem reserves the right to amend or modify these Terms or completely replace them at any time and in Newvem’s sole discretion. Indicated at the top of these Terms is the date they were last updated. Any changes will be effective immediately upon posting the revised version on the Sites (or such later effective date as may be indicated at the top of the revised Terms of Service). Your continued use of the Sites or Services following the posting of any changes to these Terms of Service will constitute your acceptance of the revised terms. If you do not agree to the changes, you must stop using the Sites and Services.
1. The Services
Newvem’s Sites offers a cloud computing management service that includes performance and function analysis of the services and the computer infrastructures that you retain from your cloud computing provider (the “Provider”). The contents and limitations of our services as selected by you through the application process on the Sites are described in detail on the Sites.
In order to perform the Services, Newvem requires full access to the API keys, the computer infrastructures and other services that you retain from your Provider (the “Servers”). You hereby agree that, for as long as your account with Newvem is active: (i) you shall assist Newvem to access the Servers; and (ii) Newvem shall be authorized to use your email addresses and account passwords and pull out and use any additional information and data (whether stored in the Servers or provided to Newvem at its request), solely for the purpose of providing you with the Services.
You further acknowledge that your account with the Provider may be charged for any access made to the Servers by Newvem and you hereby irrevocably agree to such changes and further agree not to hold Newvem responsible for any such expenses and forever discharge and release Newvem from any liability in connection therewith.
2. Use of Sites and Sites Materials
The Sites, the materials presented on the Sites and any products generated by Newvem in connection with the Services provided to you, including without limitation Newvem’s trademarks, designs, text, graphics, pictures, information and other content (collectively, the “Materials”), are the proprietary property of Newvem or its licensors. You are granted a limited, revocable, nonexclusive and royalty-free license (without the right to sublicense) to access and use the Sites and the Materials for your personal or internal business use only and for as long as you maintain an account at the Sites. Such license is subject to these Terms and excludes: (a) any resale of the Sites or any of the Materials; (b) any transfer, disclosure, distribution, or public display of any Materials; (c) any modification or derivative uses of the Sites or any of the Materials; (d) use of any data mining, robots or similar data gathering or extraction, automated account registration, or account utilization methods; or (e) any use of the Sites or any Materials other than for its intended purpose. Any use of the Sites or the Materials other than as specifically authorized herein is strictly prohibited and will terminate the foregoing license.
3. Account Registration and Security; Use of the Services
Newvem reserves the right, at its sole discretion, to restrict or forbid access to the Free Services of any applicant at any time and for any reason or for no reason.
Newvem reserves the right to limit service for users who consume more than 1 million resource hours a month as part of our Free Service.
Newvem’s Free Service and Paid Service are offered exclusively to users who signs up for the service. Sharing access or information to others is forbidden without Newvem’s written permission.
The identification, contact, and any other information you provide when prompted by the registration process on the Sites (“Registration Data”) shall be current, complete and accurate. You will maintain and promptly update the Registration Data, and any other information you provide to Newvem, to keep it current, complete and accurate. You are responsible for maintaining the confidentiality of your Newvem account information, and are responsible for all activities that occur under your account. You agree to immediately notify Newvem of any unauthorized use of your account or any other breach of security relating to the Services.
YOU UNDERSTAND THAT ANY PERSON WITH YOUR USERNAME AND PASSWORD WILL BE ABLE TO ACCESS YOUR ACCOUNT, INCLUDING, WITHOUT LIMITATION, ANY SERVERS OR API KEYS ACCESSIBLE THROUGH YOUR ACCOUNT AND CERTAIN REGISTRATION DATA YOU PROVIDE TO NEWVEM. YOU ACCEPT ALL RISKS OF UNAUTHORIZED ACCESS TO YOUR ACCOUNT.
Newvem will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Newvem or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.
4. Disclosure and Use of Information
5. Conduct and User Content
You agree that you are entirely responsible for any and all activities that occur under your account or relating to the services that you retain from the Provider, including without limitation, all information, data, text, software, music, sound, photographs, graphics, video, messages, files, attachments or other materials that is created, transmitted, stored, uploaded or displayed in connection therewith. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms and any of the policies or guidelines displayed on the Sites.
Moreover, you acknowledge and agree that any and all comments, messages, text, data, information, images, photographs, graphics, video or audio, or other materials communicated, submitted or transmitted by you through the Sites or the Services (collectively, “User Content“), whether publicly posted or privately transmitted, are the sole responsibility of the account’s owner from which such User Content originated.
You further acknowledge and agree that Newvem will not and cannot review every comment or other User Content published on the Sites, and is not responsible, does not control and does not guarantee the accuracy, integrity or quality of such User Content. Notwithstanding the foregoing, Newvem may, but is not obligated to, review all User Content and block, modify, edit, delete, terminate access to, or remove any such User Content that Newvem, in its sole discretion, considers to be non-compliant with any of the requirements of these Terms.
Newvem does not claim ownership rights in your User Content and you retain all of your ownership rights in your User Content. However, by communicating or transmitting any User Content using the Sites or the Services, you hereby grants us an irrevocable, perpetual, non-exclusive, royalty-free and worldwide license to use such User Content in any way we may reasonably choose, including without limitation, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt, in any form or media now known or hereinafter developed, and you hereby warrants to Newvem that you have the right to grant such license for such purposes.
6. Prohibited Usage
You acknowledge that certain activities would cause Newvem substantial and irreparable damages and may result in immediate account suspension or cancellation, in addition to any other remedies Newvem may pursue at law. By way of example, and not as a limitation, you agree that when using the Services, you will not:
- Upload, post, email, distribute, communicate, transmit or otherwise make available any User Content: (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, vulgar, obscene, offensive, indecent, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, (ii) that infringes any patent, trademark, trade secret, copyright, or other intellectual property right of any party, (iii) that you do not have the right to make available by reason of any law or contractual or fiduciary relationship, or (iv) that comprises or includes any “junk mail”, “spam”, disrupt discussions with repetitive messages, advertising, or any similar form of solicitation for goods or services.
- Engage in any activity that interferes with or disrupts the Service or the Sites (including servers or networks connected the Service or Sites).
- Access other computers or networks without authorization.
- Engage in any activity which interferes with the services of another user or network or in any activity.
- Relating to the circumvention of security measures.
- Engage in any illegal activities or in activities harmful to the operations of Newvem or other customers of Newvem.
- Provide false data on any contract or application including fraudulent use of credit card numbers.
- Resell, redistribute or reroute the Service, or any part of the Service.
- Use the Service in a manner that violates the terms and conditions of a third party cloud storage service or other service or provider.
7. Account Cancellation or Suspension; Termination
If you see on the Sites any User Content you believe to be offensive, you can report such content to us, by sending a link to the relevant content to the following email address: email@example.com.
If you see on the Sites or Services, User Content you believe is infringing of copyrights, please report such content to us, by sending a link to the relevant content to the following email address: firstname.lastname@example.org. It is the Newvem policy to respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act .
Newvem may cancel or suspend your access to the Service at any time and for any reason or for no reason without notice. Upon cancellation or suspension, your right to use the Service will stop immediately. You may terminate the Service at any time by contacting Newvem via the contact page.
Further, Newvem may terminate the Services at any time, with or without cause, immediately upon notice to you. You may terminate the Services by cancelling your Newvem account.
Notwithstanding the above, cancellation, suspension, and/or termination of any paid services, shall be subject to the Paid Services Terms.
Section 4 and Sections 7 through 14 will survive any such termination.
Newvem Ltd., the Newvem logos, and any other product or service name or slogan contained in the Sites are trademarks of Newvem and its licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of Newvem or of the applicable trademark holder. You may not use any meta-tags or any other “hidden text” utilizing “Newvem” or any other name, trademark or product or service name of Newvem without our prior written permission. In addition, the look and feel of the Sites, including all page headers, graphics, button icons and scripts, is the service mark, trademark or trade dress of Newvem (and where applicable, its licensors) and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Sites are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Newvem.
9. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEWVEM AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (“NEWVEM PARTIES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, USE, DATA OR OTHER INTANGIBLE DAMAGES OR LOSSES (EVEN IF NEWVEM SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM OR IN CONNECTION WITH: (I) THE USE OR THE INABILITY TO USE THE SITES OR THE SERVICES; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (III) ANY OTHER MATTER RELATING TO THE SITES OR THE SERVICE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE MONETARY LIABILITY OF THE NEWVEM PARTIES IN CONNECTION WITH THE SITES OR SERVICES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT), SHALL NOT EXCEED US$1,000.00 (one thousand dollars).
10. Mutual Confidentiality
Both parties agree not to disclose to any third party, confidential information of the other party. Both parties further agree that they will not use, remove, transfer, transmit, reproduce or otherwise deal with confidential information or other tangible or intangible property of the other party, except for the sole purpose of performing the Services.
End user understands that all information displayed on the Newvem sites that relates to the cloud computing management service and or the computer infrastructures that you retain from your cloud computing provider as displayed on the Newvem sites is considered Confidential information and will not be shared with any or all third party.
11. No Third Party Beneficiaries
You agree that there shall be no third party beneficiaries to these Terms.
YOU HEREBY EXPRESSLY AND IRREVOCABLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITES AND SERVICES SHALL BE AT YOUR SOLE RISK. THE SERVICES AND THE MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. NEWVEM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AS TO THE SITES, THE SERVICES AND THE MATERIALS.
You agree to fully indemnify and hold harmless (and at Newvem’s option, defend) the Newvem Parties at their first request from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from or relating to: (i) your violation of these Terms; (ii) your violation of any third party right, including without limitation any copyright, property, or privacy right, in connection with your use of the Sites or Services. This indemnification obligation will survive the termination of your Newvem account or the replacement or amendment of the Terms.
Entire Agreement. These Terms of Service (together with any other agreement you may enter with Newvem and, if applicable, the Paid Services Terms) constitute the entire agreement between you and Newvem regarding your use of the Sites and Services, and supersede any prior agreements between you and Newvem for the use of the Services.
Choice of Law and Forum. Newvem shall be exclusively governed by the laws of the State of New-York without giving effect to the conflict of law principles thereof. You and Newvem hereby consent and irrevocably submit to the exclusive jurisdiction of the competent state and federal courts located in The City of New York for the adjudication of any dispute here under or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waive, and agree not to assert in any suit, action or other proceeding, any claim that it is not personally subject to the jurisdiction of any such court.
Waiver and Severability of Terms. The failure of Newvem to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, then that provision shall be deemed severed from these Terms and the other provisions of these Terms shall remain in full force and effect.
Statute of Limitations. You agree that to the extent permitted by law, any claim or cause of action arising out of or related to use of the Sites or Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Notices. You irrevocably agree to accept all notices, of whatever nature, legal or otherwise, by electronic mail or other digital delivery system at the discretion of Newvem for any matter or any proceeding for which notice is required. This includes updates made to the Terms.