These Terms and Conditions govern Your purchase, access, and use of the marketing products and services (collectively referred to as the "Marketing Products") provided by Nouss Digital LLC ("Company," "We," "Us," or "Our"), located at 30 N Gould St Ste R Sheridan, Wyoming. By placing an order for or accessing Our Marketing Products, You ("Customer," "You," or "Your") agree to be bound by these terms. It is important to read these Terms and Conditions carefully.
In these Terms and Conditions, the following terms have the meanings set forth below:
All Orders placed by Customers are subject to acceptance by the Company. We reserve the right to accept or reject any Order at Our sole discretion.
The prices for the Marketing Products are as displayed on Our website (nouss.digital) or as otherwise communicated to You in writing. We reserve the right to modify Our prices at any time without prior notification.
Payment for the Marketing Products shall be made in accordance with the payment terms specified at the time of Order. You agree to pay the total amount due as indicated.
Upon Our acceptance of Your Order and confirmation of payment (if applicable), We will grant You access to or arrange for the delivery of the Marketing Products as described in Your Order.
Subject to Your full compliance with these Terms and Conditions and timely payment of all applicable fees, the Company grants You a limited license to access and utilize the Marketing Products solely for Your internal business operations.
Except as expressly permitted in writing by the Company, You are strictly prohibited from reselling, sublicensing, distributing, leasing, renting, lending, or otherwise transferring the Marketing Products or any part thereof to any third party.
You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Marketing Products, except to the extent expressly permitted by mandatory applicable law.
Certain Marketing Products may be accompanied by specific license terms or usage guidelines, which shall take precedence over these general Terms and Conditions in the event of any conflict.
The Marketing Products and all associated Intellectual Property Rights remain the exclusive property of the Company or its licensors. Your acquisition or use of the Marketing Products does not transfer any ownership rights to You, other than the limited license explicitly granted in Section 3.
You acknowledge and agree that all copyright, trademarks, service marks, trade secrets, and other proprietary rights related to the Marketing Products are and shall remain vested in the Company or its licensors.
You shall not remove, alter, or obscure any copyright notices, trademarks, or other proprietary markings displayed on or within the Marketing Products.
The Marketing Products are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from a course of dealing or usage of trade.
We do not warrant that the Marketing Products will be uninterrupted, error-free, secure, or free from viruses or other harmful components.
We make no representations or warranties regarding the effectiveness, results, or outcomes that may be achieved through the use of the Marketing Products. Your marketing success depends on numerous factors beyond Our control.
To the fullest extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including, without limitation, damages for loss of profits, data, use, goodwill, or other intangible losses) arising out of or in any way connected with Your purchase, use, or inability to use the Marketing Products, even if We have been advised of the possibility of such damages.
Our total cumulative liability to You for any and all claims arising out of or relating to this Agreement or the Marketing Products shall not exceed the amount actually paid by You to the Company for the specific Marketing Product(s) that gave rise to the claim.
You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (a) Your breach of these Terms and Conditions, (b) Your use or misuse of the Marketing Products, or (c) Your infringement of any Intellectual Property Rights or other rights of any third party.
We reserve the right to terminate this Agreement and Your access to the Marketing Products at any time, with or without cause, upon written notice to You.
You may terminate this Agreement by ceasing all use of the Marketing Products.
Upon termination for any reason, Your license to use the Marketing Products will immediately cease, and You must promptly destroy all copies of any downloadable Marketing Products in Your possession or control.
Sections 4, 5, 6, 7, 9, and 10 of these Terms and Conditions shall survive any termination of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of law principles.
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be exclusively submitted to binding arbitration in Sheridan, Wyoming under the rules of the American Arbitration Association, or exclusively brought in the state or federal courts located in Sheridan, Wyoming. You hereby consent to the jurisdiction or arbitration of such courts.
This Agreement constitutes the entire agreement between You and the Company concerning the subject matter hereof and supersedes all prior and contemporaneous communications and proposals, whether oral or written.
No waiver of any provision of these Terms and Conditions shall be effective unless in writing and signed by a duly authorized representative of the Company.
If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall remain in full force and effect.
You may not assign Your rights or obligations under this Agreement without the prior written consent of the Company. We may assign Our rights and obligations under this Agreement without Your consent.
We may provide notices to You electronically, including via email or by posting notices on Our website.
The section headings in this Agreement are for convenience of reference only and shall not affect the interpretation of any provision.