(December 1, 2017)
Please read these terms (“Terms”) carefully as it governs and forms a contract between you and Northern Technologies International Corporation (“NTIC”). It also guides and governs your use of (i) software provided or made available by NTIC (the “Software”); (ii) the NTIC and NTIC managed websites or applications; (iii) the hosted storage solution provided by NTIC for online storage, sharing and processing of data, text, images, location information or other content (collectively, “Content”); and, (iv) any written or electronic use of user guides or other documentation provided or made available by NTIC (the “User Guides”) (collectively all of the above “Services”).
BY ACCEPTING THESE TERMS, EITHER BY CLICKING INDICATING YOUR ACCEPTANCE OR BY USING THE SERVICES, YOU AGREE TO THESE TERMS. UNLESS YOU OR YOUR ORGANIZATION HAS A SEPARATE AGREEMENT IN PLACE WITH NTIC, IN WHICH EVENT THE TERMS OF THAT CONTRACT CAN GOVERN THE USE OF THE SERVICES. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES.
These Terms were last updated on December 1, 2017, and are effective between You and Us as of the date of You accepting these Terms.
Please note that NTIC doesn’t provide warranties for the Services. These Terms also limits our liability to you. For further details read below.
1. CHANGES TO THESE TERMS
We reserve the right to revise these Terms from time to time. We will date and post the most current version of these terms on the NTIC website or within the Services. Any changes will be effective upon posting the revised version (or such later effective date as may be indicated at the top of the revised Terms). If in our sole discretion we deem a revision to these Terms to be material, we will notify you via the Services and/or by email to the email address associated with your account. Notice of other changes may be provided via www.NTIC.com (the “Site”). Therefore, we encourage you to check the date of these Terms whenever you visit the Site to see if these Terms have been updated. Your continued access or use of any portion of the Services constitutes your acceptance of such changes.
2. ACCESS TO THE SERVICES
Subject to these Terms and all applicable laws, we grant you a non-transferable, non-sublicensable, non-exclusive, right to access and use the Services during the Service Term. You agree that your acceptance of these Terms are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.
3. YOUR ACCOUNT
To obtain access to certain Services, you may be required to obtain an account (free or otherwise) with NTIC (become a “Registered Subscriber”), this will include confirming or entering certain key data elements into the Software. This may include entering an email address, accurate phone number and password. When registering with NTIC you must: (a) provide true, accurate, current and complete information about yourself as requested by the Service’s various registration forms (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. NTIC may withdraw such approval at any time in its sole discretion, with or without cause.
Only you may use your NTIC account. You must keep your account and passwords confidential and not authorize any third party to access or use the Services on your behalf, unless we provide an approved mechanism for such use. You must contact us right away if you suspect misuse of your account or any security breach in the Services. You are responsible for all activities that take place with your account. NTIC will not be liable for any loss or damage arising from any unauthorized use of your accounts.
4. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.
By registering with NTIC, you understand that we may send you communications or data regarding the Services, including but not limited to (a) notices about your use of the Services, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding NTIC’s or in some cases our Direct Partners’ products and services, via electronic mail. We give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.
Except for material that we license to you, we don’t claim ownership of any Content that is transmitted, stored, or processed in your account(s). We also don’t control, verify, or endorse the Content that you and others make available on the Services.
You hereby grant NTIC and its contractors the right, to use, modify, adapt, reproduce, distribute, display and disclose Content posted on the Services solely to the extent necessary to provide the Services or as otherwise permitted by these Terms.
NTIC does not validate the reliability of the accuracy of the Content.
You represent and warrant that: (a) you have all the rights in the Content necessary for you to use the Services and to grant the rights in this Section; and, (b) the storage, use or transmission of the Content doesn’t violate any law or these Terms.
You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person’s rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of the Content. NTIC will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.
You must immediately notify NTIC in writing of any unauthorized use of any (a) Content (b) any Account or (c) the Services that comes to your attention. In the event of any such unauthorized use by any third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide NTIC with such cooperation and assistance related to any such unauthorized use as NTIC may reasonably request.
NTIC does not tolerate Content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. We reserve the right to delete or disable Content alleged to violate these Terms and to terminate repeat infringers.
6. CONTENT STORAGE LOCATION
The Services are provided from the United States. By using and accessing the Services, you understand and consent to the storage and processing of the Content and any other personal information in the United States. NTIC reserves the right to store and process personal information outside of the United States, and will use commercially reasonable efforts to provide you with at least 30 days’ notice of any such changes in the processing location. In some situations, as provided directly from an authorized NTIC partner, predominant data storage and processing will be maintained via the United States or other noted regional location.
7. SUSPENSION AND TERMINATION OF CUSTOMER’S USE OF THE SERVICE
We reserve the right, to temporarily suspend or terminate your access to the Services at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause NTIC to have legal liability or disrupt others’ use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages. If, in NTIC’s determination, the suspension might be indefinite and/or NTIC has elected to terminate your access to the Service, NTIC will use commercially reasonable efforts to notify you through the Services. You acknowledge that if your access to the Services is suspended or terminated, you may no longer have access to the Content that is stored with the Services.
Upon termination by NTIC, for reasons other than cause, or at your direction, you may request access to your Content, which we may make available for an additional fee. You must make such request with thirty (30) days following termination. Otherwise, any Content you have stored with the Services may not be retrievable, and we will have no obligation to maintain any data stored in your account.
In addition to other termination provisions, if your account is not currently subject to a paid subscription plan with us, we at our discretion may terminate your account if: (a) you do not engage in any activity in your account within thirty (30) days after becoming a Registered Subscriber, or (b) you do not engage in any activity in your account for any period of one-hundred and twenty (120) consecutive days. In the event of such termination, any Content you may have stored may be lost.
8. ACCEPTABLE USE
You must not use the Services to harm others or the Services. For example, you must not use the Services to harm, threaten, or harass another person, organization, or NTIC and/or to build a similar service or website. You must not: damage, disable, overburden, or impair the Services (or any network connected to the Services); resell or redistribute the Services or any part of it (Unless you have been given permission from NTIC to do so); use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; or use any automated process or service to access or use the Services. In addition, you promise that you will not and will not encourage or assist any third party to:
(a) modify, alter, tamper with, repair or otherwise create derivative works of any Software;
(b) reverse engineer, disassemble or decompile the Software, or attempt to discover or recreate the source code used to provide the Services, except and only to the extent that the applicable law expressly permits doing so;
(d) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
(e) remove, obscure or alter any proprietary rights notice pertaining to the Services;
(f) use the Services to: (i) engage in any unlawful or fraudulent activity; (ii) store or transmit inappropriate Content, such as Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iii) store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
(g) interfere with or disrupt servers or networks used by NTIC to provide the Services or used by other users’ to access the Services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any Software or the Services;
(h) access or attempt to access NTIC’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
(i) cause, in NTIC’s sole discretion, inordinate burden on the Services or NTIC’s system resources or capacity; or
(j) share passwords or other access information or devices or otherwise authorize any third party to access or use the Software or the Services. Your account is your own, giving others access to the account you signed up for, unless specifically approved by NTIC, is not authorized.
NTIC reserves the right, in its sole discretion, to deactivate, change and/or require you to change your NTIC user ID (email address used for account access). NTIC may exercise such right at any time, with or without prior notice. We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any Content.
9. UPDATES TO THE SERVICE
NTIC reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Services at any time. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.
If you receive Software from us, its use is governed in one of two ways: If you’re presented with license terms that you must accept in order to use the Software, those terms apply; if no license is presented to you, these Terms apply. We reserve all other rights to the Software.
We may automatically check your version of the Software. We may also automatically download to your computer or device new versions of the Software.
Any Software is licensed, not sold. Unless we notify you otherwise, the Software license ends when your Services end. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software.
The Software is subject to applicable U.S. export laws and regulations unless agreed to in writing for certain international locations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the Software or Services without U.S. government permission to anyone on U.S. government exclusion lists (see the Commerce Department’s compliance list at http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm). You represent and warrant that you’re not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.
Certain items of software included with the Services are subject to open source licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. Each item of Open Source Software is licensed under the end user license that accompanies such Open Source Software and is not subject to the terms and conditions of these Terms. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, we will make such Open Source Software, and our modifications to that Open Source Software, available by written request to NTIC at the email or mailing address listed below.
11. THIRD PARTY SERVICES AND CONTENT
All transactions using the Services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, applications, software, products or services, and the Internet as a whole; you acknowledge that we are not responsible for such content or services. We may also provide some content to you as part of the Services. However, NTIC is not an agent of any transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third-party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services.
12. NTIC PROPRIETARY RIGHTS
As between NTIC and you, NTIC or its licensors own and reserve all right, title and interest in and to the Services and all software and other items used to provide the Services, other than the rights explicitly granted to you to use the Services in accordance with these Terms. No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by NTIC. In the event that you provide comments, suggestions, paid enhancements to the Services as part of a statement of work, or recommendations to NTIC with respect to the Services (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Services) (collectively, “Feedback”) You hereby grant to NTIC a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Services.
14. NO WARRANTY
NTIC PROVIDES THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NTIC MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
To the extent permitted by law, You will defend NTIC against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Services, in breach of these Terms: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of NTIC’s actions); or, (b) violates applicable law or these Terms. NTIC will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
16. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NTIC, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF NTIC HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF NTIC AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL SIX MONTHS OF YOUR SERVICES FEE FOR THE SERVICES OR $100, WHICHEVER IS LESS. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
17. CONTRACTING PARTY; GOVERNING LAW; LOCATION FOR RESOLVING DISPUTES
You are contracting with NTIC with an address at 4201 Woodland Road, P.O. Box 69, Circle Pines, MN 55014 USA. The laws of the State of Minnesota, U.S.A. govern the interpretation of these Terms and apply to claims for breach of these Terms, regardless of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will, only to the extent required by applicable law, be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country in which you reside. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for Anoka County, Minnesota, USA, for all disputes arising out of or relating to these Terms. NTIC may assign this contract to another entity at any time.
We may send you, in electronic form, information about the Services, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Services or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don’t consent to receive notices electronically, you must stop using the Services. You may provide legal notice to us via email to email@example.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: NTIC, Attn: Legal Operations – Digital Marketing, 4201 Woodland Road, P.O. Box 69, Circle Pines, MN 55014 USA. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.
19. PAYMENTS AND REFUNDS
The fees applicable for the Services (“Fees”), if any, are available on the Site or may be provided as quoted service via email. The price stated for the Services excludes all taxes and charges, unless stated otherwise. You’re responsible for any taxes and for all other charges.
In addition to any Fees, you may still incur charges incidental to using the Services, for example, charges for Internet access.
We’ll notify you in advance, either through the Services or to the email address you have most recently provided to us, if we change the price of the Services.
(a) Severability; Entire Agreement
These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Terms will remain in effect. This is the entire contract between you and us regarding the Services. It supersedes any prior contract or oral or written statements regarding your use of the Services.
(b) Assignment and transfer
We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Services.
(c) Independent Contractors; No third-party beneficiaries
NTIC and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
Claims must be filed within one year. You must bring any claim related to these Terms or the Services within one year of the date you could first bring the claim, or the claim is permanently barred.
The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.
(f) Government Use
If you are a U.S. government entity, you acknowledge that any Software and User Guides that are provided are “Commercial Items” as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.