Nodabl Organization Terms of Service

Effective Date: July 09, 2020

These Nodabl Terms of Service for Organization Customers (“Terms”) describe your rights and responsibilities when you use the organization version of our Nodabl service (“Services”). As an Organization Customer, you will be able to provide users within your organization with access to our Services. The separate Nodabl User Terms of Service (“User Terms”) apply to their use of our tools and platform as individual users. When we say “Organization Customer” or “you,” we mean the organization that has subscribed to one of our organization plans described here.

By using the Service, you are agreeing to these Terms. These Terms are a binding agreement between you and Nodabl, Inc. (“Nodabl”).

IMPORTANT NOTE: These Terms contain provisions that limit our liability to you and require you to resolve disputes individually, through final and binding arbitration. That means that you waive any right to have a judge or jury decide your case and that you cannot bring claims in a class action lawsuit (or any similar proceeding). Please see “Disclaimers”, “Limit of Liability” and “Governing Law and Dispute Resolution” below for more information.

Your Organization and Your Users

You can create a Nodabl workspace just for your organization, and the individuals in your organization who you authorize to access the Services are “Authorized Users.” You must ensure that all Authorized Users are at least 18 years old. You can set up administrator permissions to manage your Authorized Users, including adding and removing accounts to your organization, setting up Authorized Users’ roles within your organization, and managing your Authorized Users’ data and setting data permissions. When an Authorized User leaves your organization or should no longer have access to your workspace, you are responsible for removing them from your organization’s workspace. You are responsible for your Authorized Users and their accounts, including for any breaches of these Terms caused by your Authorized Users. The User Terms apply to individual Authorized User accounts.

Changes to Terms

We may change these Terms at any time but changes will not be retroactive.

We will usually post changes at least two weeks before they take effect. However, if the changes cover new features or are made for legal reasons, they may take effect on the date shown in the new Terms. We will notify you of changes by posting them on this page, so you should check back regularly.

Your Content and Your Users’ Content

As between you and Nodabl, you own the content that you submit to the Services and you only give Nodabl the limited right to use your content as described in these Terms and our Privacy Notice. Your content includes the content of your Authorized Users. If you invite an Authorized User to your workspace, ownership of the content in that workspace is subject to your own rules and policies between you and your Authorized Users. Nodabl reserves the right to act upon the assumption that you own or have sufficient rights to any content that is posted to your workspace and is not obligated to remove, retain or cooperate in the protection such content. To be clear, your Authorized Users may create and contribute to workspaces outside of your organization and these Terms don’t give you ownership over their content in those workspaces.

You grant Nodabl a worldwide, perpetual, irrevocable, transferable and sublicensable right to use, copy, modify, distribute, publish, display and process your content without further consent, notice and/or compensation, but only: (i) to provide and improve the Services; (ii) to address technical or security issues and resolve support requests; (iii) to investigate and address potential violations of these Terms, our rights or third party rights; (iv) as required by law or regulation; and (v) as otherwise set forth in our Privacy Notice. We may edit and make format changes to your content (such as translating it, modifying the size, layout or file type or removing metadata), but we will not modify the meaning of your expression.

You agree that you, and you will ensure that your Authorized Users, will only provide content that does not violate the law or anyone’s rights (including intellectual property rights). Nodabl reserves the right but not the obligation to remove certain information or content in certain countries. You are responsible for the content that your Authorized Users submit to your workspace.

Your Suggestions

Nodabl appreciates your input. If you provide us with suggestions (e.g., input, feedback, etc.) we can use all of those suggestions in perpetuity, for any purpose and without compensation or accounting to you or to anyone else.

Your Conduct

You agree that you will comply with all applicable laws and regulations, provide accurate information and keep it updated and use the Services in a professional manner.

You agree that you will not:

  • Allow anyone other than your Authorized Users to access the Services;

  • Use the Services to spam or harass anyone;

  • Use crawlers, browser plugins or any other automated method to access or scrape the Services; override or bypass any security feature or access controls; submit software viruses, worms or other harmful code or interfere with the operation of the Services (e.g., denial of service attack, etc.); reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology; deep-link to the Services if we ask you not to; monitor the Services’ availability, performance or functionality for any competitive purpose; frame, mirror, overlay or otherwise modify the appearance of or simulate the Services; or rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services;

  • Share information that you do not have the right to disclose, such as confidential information of others; violate anyone’s intellectual property rights, including copyrights, patents, trademarks, trade secrets, and other proprietary rights; or copy, use, disclose or distribute any information obtained from the Services (including profiles) without our consent; or

  • State or imply that you are affiliated with or endorsed by Nodabl.

Communicating With You

You agree that we may communicate with you using any contact information you have provided us (e.g., email, mobile number, physical address). You may opt out of some of those communications.

Other Content

You agree that Nodabl is not responsible for others’ content, including content from other users of the Services. This content may be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. We can’t always prevent misuse of our Services, and you agree that we are not responsible for any such misuse.

Intellectual Property Rights

As between you and Nodabl, Nodabl owns all right, title and interest in and to the Services and any future developments and enhancements. Using the Services or making suggestions does not give you ownership in our Services or the content on the Services or the right to use our branding or logos. We may use the information generated by our provision of the Services to you for our own business purposes, as long as this information is aggregated and anonymized. Nothing limits us from improving our Services on the basis of general learning and know-how gained from our provision of the Services. Some software used in our Services may be subject to open source licenses that override some of these Terms. We’ll make those licenses available at your request.

Payment

Currently, there will be no fees associated with the Services. If we change the pricing structure for the Services you are subscribed to, we will notify you at least 30 days before the effective date of the new fees. From time to time, we may also make available new features or services that you may be able to sign up for. If you continue to use our Services, you will be deemed to have agreed to then current pricing. Once fees for our Services apply, your payment obligations will be non-cancelable and will survive any termination or expiration of these Terms, and fees must be paid in advance and are non-refundable. Unless otherwise agreed, fees will be paid by credit card and are exclusive of any taxes, levies, duties or similar governmental assessments of any kind, including, for example, value-added, sales, use or withholding taxes (“Taxes”). You will be responsible for paying all Taxes associated with your purchases, except for those that are based on our net income.

Term and Termination

These Terms remain effective until all your subscriptions have expired or been terminated and you stop using the Services. Unless otherwise agreed, all subscriptions for the Services automatically renew for additional periods that are one year or the length of the previous term, whichever is shorter. Either party can give the other notice of non-renewal at least 30 days before the end of a subscription term to stop the subscriptions from automatically renewing. Either party may terminate these Terms on notice to the other party if the other party materially breaches these Terms and such breach is not cured within 30 days after the non-breaching party provides notice of the breach. We reserve the right at any time to suspend your access and/or any of your Authorized Users’ access to the Services immediately if we find or suspect that you or any of your Authorized Users has breached these Terms or the User Terms, violated applicable law, or created in any way a reasonable risk of imminent harm.

Disclaimers

TO THE EXTENT ALLOWED BY LAW, NODABL DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS (e.g., WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT). NODABL DOES NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS. WE MAKE THE SERVICES AVAILABLE “AS IS.”

IN SOME JURISDICTIONS, CERTAIN WARRANTIES CANNOT BE DISCLAIMED.

Limit of Liability

TO THE EXTENT ALLOWED BY LAW, NEITHER NODABL AND ITS SUPPLIERS NOR YOU WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES (e.g., OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR CONTENT).

TO THE EXTENT ALLOWED BY LAW, NODABL’S CUMULATIVE LIABILITY SHALL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE AMOUNT YOU PAID FOR THE SERVICES FOR THE 12 MONTHS BEFORE THE CAUSE OF ACTION AROSE. IF NO AMOUNT WAS PAID, THEN YOUR SOLE REMEDY UNDER THESE TERMS IS TO DISCONTINUE USE OF THE SERVICES. IN SOME JURISDICTIONS, CERTAIN LIABILITIES CANNOT BE LIMITED.

Indemnification

We will defend, indemnify and hold harmless you and your directors, officers, employees and agents from and against any and all third-party claims, actions, suits, proceedings and demands, and all resulting damages, losses, liabilities, penalties, costs and expenses (including reasonable attorneys’ fees), alleging that the use of the Services as permitted under these Terms infringes or misappropriates a third party’s U.S. intellectual-property rights (“Claim against You”); provided, however, that we will have no liability if a Claim against You arises out of or from (a) your content or the content of your Authorized Users, (b) any combination of the Services with products or services not supplied by us, (c) any adaptation or modification of the Services, (d) your failure to follow any instructions or specifications made available by us, or (e) any unauthorized use of the Services. You must provide us with prompt written notice of any Claim against You and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. The foregoing states our sole liability with respect to, and your exclusive remedy against us for, any Claim against You.

You will defend, indemnify and hold harmless Nodabl and its directors, officers, employees and agents from and against any and all third-party claims, actions, suits, proceedings and demands, and all resulting damages, losses, liabilities, penalties, costs and expenses (including reasonable attorneys’ fees), arising out of or from your or your Authorized Users’ content, the actions or omissions of you or your Authorized Users, or any actual or alleged violation of these Terms by you or your Authorized Users, or the User Terms by an Authorized User (“Claim against Us”). We must provide you with prompt written notice of any Claim against Us.

Confidentiality

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with these Terms, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology and marketing information. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with these Terms; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms. You may not use our Confidential Information or our Services to gather competitive intelligence, including any information to be used in creating or improving a competitive service. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in these Terms. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure.

Governing Law and Dispute Resolution

The laws of the State of California, excluding conflict of laws rules, will exclusively govern any dispute relating to these Terms, our Privacy Notice and/or our Services. Except for the arbitration provisions below, all claims and disputes can be litigated only in the federal or state courts in Los Angeles County, California, and you and Nodabl each agree to personal jurisdiction in those courts. Any claim arising out of or related to these Terms must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding.

Unless you opt out, you and Nodabl will resolve all claims relating to these Terms or our Services through final and binding arbitration with the American Arbitration Association (including disputes about these arbitration provisions). The arbitration will be conducted by a single arbitrator under the AAA’s Commercial Arbitration Rules, in the United States county where you live or work, Los Angeles, CA, or any other location we agree to.

You can opt out of arbitration by sending a request to our email below. The email must be marked “LEGAL NOTICE: ARBITRATION OPT OUT” in the subject line and received within 30 days of the date that you first access our Services. You must include all information necessary for us to identify you. Once you opt out, your opt out will remain binding even if we update these Terms.

Some claims do not have to go to arbitration: claims that qualify for small claims court, lawsuits for injunctive relief and claims of intellectual property infringement.

General Terms

If any part of these Terms can’t be enforced, the court should modify the Terms to make that part enforceable while still achieving its intent. If that isn’t possible, then the unenforceable part should be removed without affecting the rest of these Terms.

These Terms (including any additional terms that we provide when you engage with particular features of the Services) are the only agreement between us regarding the Services and they supersede all other agreements for the Services. If we don't act to enforce a breach of these Terms, that does not mean that we have waived our right to enforce them. You agree that the only way to provide us legal notice is at the addresses provided at the bottom of these Terms.

You may not assign or transfer these Terms or your account to anyone without our prior written consent. Nodabl may assign these Terms to its affiliates or a party that buys it without your consent. There are no third-party beneficiaries.

Privacy

When you use the Services, you agree that we can use personal information made available by you in accord with our Privacy Notice.

Copyright Protection

We will respond to complaints of copyright infringement and terminate repeat infringers in accord with the Digital Millennium Copyright Act. To send us a copyright notice, you can follow the instructions in our Infringement Policy.

Where to Reach Us

Nodabl, Inc.
1025 Westwood Blvd., 2nd Floor
Los Angeles, CA 90024
legal@nodabl.co