The
following Terms of Use outline your obligations when using Ndili Technologies Inc. apps or services. You
can also review our Privacy Policy, which outlines our obligations and
practices towards handling any personal information that you may provide to us.
The
Ndili Technologies mobile apps, the web pages available at ndilitechnologies.com, and all linked pages ("Site"),
are owned and operated by Ndili Technologies, Inc. ("NDILI"), and is
accessed by you under the Terms of Use described below ("Terms of
Use").
PLEASE
READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING THIS
SITE OR USING ANY PART OF THE SITE OR ANY CONTENT OR SERVICES (AS EACH IS
DEFINED BELOW) ON THE SITE, YOU AGREE TO BECOME BOUND BY THESE TERMS AND
CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY
NOT ACCESS THE SITE OR USE THE CONTENT OR ANY SERVICES IN THE SITE. NDILI'S
ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND
CONDITIONS, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS
ARE CONSIDERED AN OFFER BY NDILI, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
NDILI
reserves the right, at its sole discretion, to modify or replace the Terms of
Use at any time. If the alterations constitute a material change to the Terms
of Use, NDILI will notify you by posting an announcement on the Site. What
constitutes a "material change" will be determined at NDILI's sole
discretion, in good faith and using common sense and reasonable judgment. You
shall be responsible for reviewing and becoming familiar with any such
modifications. Use of the Services by you following such notification
constitutes your acceptance of the terms and conditions of the Terms of Use as
modified.
Subject
to full compliance with the Terms of Use, NDILI may offer to provide certain
services and content, as described more fully on the Site,
("Services"). Services shall include, but not be limited to, any
service and content NDILI performs for you, as well as the offering of any materials
displayed, transmitted or performed on the Site or through the Services
(including, but not limited to text, user comments, messages, information,
data, graphics, news articles, photographs, images, illustrations, software,
audio clips and video clips, also known as the "Content"). NDILI may
change, suspend or discontinue the Services including any Content for any
reason, at any time, including the availability of any feature or content. NDILI
may also impose limits on certain features and services or restrict your access
to parts or all of the Services without notice or liability.
As
a condition to using Services, you are required to use a “strong” password and
e-mail address ("NDILI User ID"). You may not (i) select or use as a
NDILI User ID a name of another person with the intent to impersonate that
person; (ii) use as a NDILI User ID a name subject to any rights of a person
other than you without appropriate authorization; or (iii) use as a NDILI User ID
a name that is otherwise offensive, vulgar or obscene. NDILI reserves the right
to refuse registration of, or cancel a NDILI User ID in its discretion. You shall
be responsible for maintaining the confidentiality of your NDILI password. Passwords will expire every 90 days for security
reasons. You will need to reset a new
password when asked.
Services
are available only to individuals acting on their own behalf or as an
authorized employee or representative of a corporation or other business
entity. If you do not so qualify, do not attempt to use the Services.
As
a condition of use, you promise not to use the Services for any purpose that is
unlawful or prohibited by these Terms of Use, or any other purpose not
reasonably intended by NDILI.
NDILI
respects the intellectual property of others. It is NDILI's policy to respond
expeditiously to claims of copyright and other intellectual property
infringement.
NDILI's
current privacy policy is available at http://www.ndilitechnologies.com/privacy
(the "Privacy Policy"), which is incorporated by this reference.
You
will indemnify and hold harmless NDILI, its subsidiaries, affiliates, customers,
vendors, officers and employees from any liability, damage or cost (including
reasonable attorneys. fees and cost) from (i) any claim or demand made by any
third party due to or arising out of your access to the Site, use of the
Services, violation of the Terms of Use by you, or the infringement by you, or
any third party using your account or NDILI User ID, of any intellectual property
or other right of any person or entity.
You
acknowledge that the service, content, and site are provided on an "as
is" basis, without warranties of any kind, either express or implied,
including, without limitation, implied warranties of merchantability, fitness
for a particular purpose or non-infringement.
The
Services may provide, or third parties may provide, links to other World Wide
Web sites or resources. Because NDILI has no control over such sites and
resources, you acknowledge and agree that NDILI is not responsible for the
availability of such external sites or resources, and does not endorse and is
not responsible or liable for any Content, advertising, products or other
materials on or available from such sites or resources. You further acknowledge
and agree that NDILI shall not be responsible or liable, directly or indirectly,
for any damage or loss caused or alleged to be caused by or in connection with
use of or reliance on any such Content, goods or services available on or
through any such site or resource.
IN
NO EVENT SHALL NDILI OR ITS SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT
LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORY (I) WITH RESPECT TO THE SITE, THE
SERVICE OR ANY CONTENT FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.
NDILI
may terminate or suspend any and all Services and your NDILI account immediately,
without prior notice or liability, if you breach any of the terms or conditions
of the Terms of Use or fail to make payments as stated in your Agreement. Upon
termination of your account, your right to use the Services will immediately
cease. If you wish to terminate your NDILI account, you shall follow the terms of
the Agreement by providing 30 days written notification. All provisions of the
Terms of Use which by their nature should survive termination shall survive
termination, including, without limitation, ownership provisions, warranty
disclaimers, indemnity and limitations of liability.
No
agency, partnership, joint venture, or employment is created as a result of the
Terms of Use and you do not have any authority of any kind to bind NDILI in any
respect whatsoever. The failure of either party to exercise in any respect any
right provided for herein shall not be deemed a waiver of any further rights
hereunder. NDILI shall not be liable for any failure to perform its obligations
hereunder where such failure results from any cause beyond NDILI's reasonable
control, including, without limitation, mechanical, electronic or
communications failure or degradation (including "line-noise"
interference). If any provision of the Terms of Use is found to be
unenforceable or invalid, that provision shall be limited or eliminated to the
minimum extent necessary so that the Terms of Use shall otherwise remain in
full force and effect and enforceable. The Terms of Use is not assignable, transferable
or sublicensable by you except with NDILI's prior written consent. NDILI may
transfer, assign or delegate the Terms of Use and its rights and obligations
without consent. The Terms of Use shall be governed by and construed in
accordance with the laws of the state of Georgia. Both parties agree that the
Terms of Use is the complete and exclusive statement of the mutual
understanding of the parties and supersedes and cancels all previous written
and oral agreements, communications and other understandings relating to the
subject matter of the Terms of Use, and that all modifications must be in a
writing signed by both parties, except as otherwise provided herein.
NDILI
graphics, logos, designs, page headers, button icons, scripts, and service
names are registered trademarks, trademarks or trade dress of NDILI in the U.S.
and/or other countries. NDILI's trademarks and trade dress may not be used,
including as part of trademarks and/or as part of domain names, in connection
with any product or service in any manner that is likely to cause confusion.
The images and icons available in the NDILI icon pack may used by partner and
third party sites in connection with providing appropriate "NDILI"
links to the NDILI site.