End User Agreement
This is the End User Agreement (“Terms”, “Agreement”) for AMB Consulting Inc. dba Simplified Global (“Simplified Global”, “we”, “us”, or “our”), which govern your access, as a representative of the Customer, to and use of our Nexus 365™ software (“N365”). Please note your access to and use of N365 is conditioned on your acceptance of and compliance with these Terms. By accessing or using N365, you agree you are bound by these Terms.
Please read this End User Agreement carefully as it contains important information regarding your legal rights, obligations, and available remedies resulting from your use of N365. These include various limitations and exclusions, as described below.
Your Acceptance of the Terms
Please be aware that these Terms constitute a binding legal Agreement between you and Simplified Global outlining your legal rights, obligations, and remedies arising from your use of N365. You agree you are responsible for your use of N365 and any consequences resulting from your use of N365. You may use N365 only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations. If you do not agree to these Terms, you may not use N365.
You may use N365 only if you can form a binding contract with Simplified Global and are not a person barred from receiving services under the laws of the United States or other applicable jurisdictions. If you are accepting these Terms and using N365 on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so and that you agree on behalf of the party that you represent to this Agreement. If you reside in a jurisdiction that restricts the use of N365 because of age or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits, and you must not use N365.
By accessing or using N365, you (the “User”) represent and warrant that you have the right, authority, and capacity to enter into this Agreement, you will abide by these Terms, and that you have read, understand, and agree to be bound by these Terms, and by the terms of Simplified Global's
Privacy Policy. These Terms apply to anyone who accesses or uses N365. By using N365, you agree you accept the terms and conditions of the End User Agreement and Privacy Policy, including any dispute resolution, arbitration, limitation of damages, and choice of law provisions. N365 is always evolving, and the form and nature of N365 may change from time to time without prior notice to you. In addition, Simplified Global may permanently or temporarily stop providing N365, or features of N365, and may not provide you with prior notice.
Please read this End User Agreement carefully before installing, accessing, or using the application and/or website. By installing, accessing, or using the application and/or website, you agree you are bound by this Agreement in its entirety. If you do not agree to all the terms and conditions included within these Terms, then you may not install, access or use the application and/or website.
Privacy
Simplified Global knows you care about your privacy. Any information you or other users provide to Simplified Global or which we collect about you, or others is subject to our Privacy Policy. To learn more about how Simplified Global collects, uses, shares, and secures your information, please review Simplified Global's Privacy Policy, which is incorporated into your Agreement with Simplified Global by this reference.
Eligibility To Use N365
N365 is intended for legal use by adults only and is not directed to children under the age of 13. You may not use N365 in any manner if you are under the age of 13 and any registration by anyone under 13 is void. By accessing or using N365 and thereby agreeing to these Terms, you represent and warrant to us:
- that you are at least 13 years of age;
- that you have not previously been suspended or removed from N365; and
- that your use of N365 is in compliance with any and all applicable laws and regulations.
Your Representations and Warranties to Simplified Global
By using N365, you represent, warrant, and covenant:
- You will only use N365 for lawful purposes, and you will not use N365 for sending, storing, or distributing any unlawful material or for fraudulent purposes.
- You will not use N365 to cause nuisance, annoyance, or inconvenience.
- You will not impair the proper operation of N365 or any network which is used to support or access N365.
- You will not try to harm N365 in any way whatsoever.
- You will not copy or distribute N365 or other content without written permission from Simplified Global.
- You will only use N365 for your own use and will not resell any aspect of N365 to a third party.
- You will keep secure and confidential your account password or any identification we may provide you which allows access to N365.
- You will provide us with whatever proof of identity we may reasonably request.
Accounts and Registration
Registering for a N365 Account
To access and use features of N365, you will be asked to register for a user account (a “N365 Account”) and become a registered user of N365 (a “Registered User”). By becoming a Registered User, you agree to:
- Provide accurate, current, and complete information about yourself and/or the Registered User during the registration process.
- Maintain and promptly update such information to keep it accurate, current, and complete.
- Maintain the security of your password and login information, and that you will not disclose your password or login information to any third party.
- Accept full responsibility for all use of any N365 Account you register, and for any actions that arise from or take place using your N365 Account, whether or not you have authorized such actions or use.
- Immediately notify Simplified Global of any unauthorized use of your N365 Account.
Failure to abide by this Agreement constitutes a breach of these Terms, which may result in immediate termination of your N365 Account.
Your N365 Account Information
You may not select or use a N365 Account name, handle, or login that:
- Is comprised of or includes the name of another person with the intent to impersonate that person.
- Is subject to any rights of a person other than you without appropriate authorization.
- Suggests a false association between you and Simplified Global.
- That, in Simplified Global's sole discretion, is offensive, vulgar, or obscene.
Simplified Global reserves the right to refuse registration of a N365 Account, or cancel any account name, in its sole discretion.
Simplified Global's Termination of Access to N365
Simplified Global maintains the right to suspend or disable your access to N365 and any N365 Account created, or terminate these Terms, at its sole discretion and without prior notice to you if you breach the Terms, or if Simplified Global otherwise determines such action is warranted. Simplified Global reserves the right to revoke your access to and use of N365 at any time, with or without cause.
Cancellation of Your Account or Use of N365
You may cancel your N365 Account or your access to N365 at any time by contacting Simplified Global using the information below. Upon cancellation of your N365 Account, Simplified Global may:
- Retain the Collective Content indefinitely.
- Continue to use your information for research purposes indefinitely.
- Retain, use, and continue to show information about your use of N365.
User Conduct
As a condition of your use of N365, you agree not to use N365: (i) for any illegal purpose; (ii) for any purpose that is prohibited by these Terms; or (iii) for any other purpose not reasonably intended by Simplified Global as typical or expected use of N365 consistent with the purposes for which N365 was created. You specifically agree you will not do any of the following:
- Use N365 for or in connection with any illegal purpose, including any violation of any applicable local, state, national, or international law, or rule or regulation having the force of law.
- Abuse, harass, threaten, impersonate, or intimidate others.
- Post, upload, or otherwise distribute or post links to any content that is unlawful, defamatory, libelous, inaccurate, or that you do not have all necessary rights to transmit, or that Simplified Global or a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate as determined by Simplified Global in its sole discretion.
- Post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain any password or other Confidential Information, or private information from any N365User.
- Create or submit unwanted email (“Spam”) to any other person or any URL.
- Submit content linking or otherwise directing others to affiliate programs, multi-level marketing schemes, or off-topic content.
- To use any robot, spider, scraper, or other automated means to access N365 for any purpose without our express written permission.
- Take any action that imposes or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure.
- Interfere or attempt to interfere with the proper working of N365 or any activities conducted on or through N365.
- Bypass any measures we may use to prevent or restrict access to N365 or any part of N365.
- Interfere with the operation of N365 or any User's use of N365, including without limitation, by: (i) uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious software or code; (ii) making unsolicited offers, advertisements, or other solicitations, directing spam or other unsolicited communications to other Users, or conducting your own contests or promotions using N365; (iii) attempting to collect personal information about Users or third parties without their consent; or (iv) interfering with or disrupting any networks, equipment, or servers connected to or used to provide N365, or violating the regulations, policies, or procedures of such networks, equipment, or servers.
- Share, sell, or otherwise transfer the access granted to you to N365, including information regarding your N365 login information, or password, or otherwise permit any other person to access N365 using your information, login, or password.
- Use N365, Collective Content, or any component thereof, for any unintended commercial purpose, including advertising, offering for sale, or selling any item using N365.
- Violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third party Intellectual Property or other legal rights.
- Reproduce, distribute, publicly display, or perform, modify, make derivative works of, redistribute, sublicense, rent, publish, sell, assign, lease, market, transfer, or otherwise make N365, Content, available to others, in whole or part.
- Interfere with security features of N365, including without limitation, by: (i) disabling or circumventing features that prevent or limit use or copying of Collective Content, or which violate copyrighted or otherwise legally protected software; or (ii) reverse engineering or otherwise attempting to extract the source code of N365 or any part thereof, except to the extent that such activity is expressly permitted by applicable law.
- Perform any fraudulent activity using or in connection with N365, including impersonating any person or entity, claiming false affiliations, accessing the accounts or passwords of others without permission, or falsifying your age, date of birth, or contact information.
Attempt to do any of the foregoing in this section or assist or permit any persons in engaging in any of the activities described in this section.
Ownership
All programs, services, processes, designs, software, technologies, trademarks, trade names, service marks, trade secrets, copyrights, logos, inventions, domain names, patents, patent applications embodied in and/or comprising N365 (including technical documentation thereof) are wholly owned by Simplified Global. Furthermore, all contents of N365, including design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement ("Content") are protected by copyright, trademark, trade secret, patents and/or other proprietary rights and laws.
Content may not be reproduced, modified, derivative works created from, displayed, performed, published, distributed, disseminated, broadcasted, and/or circulated to any third party (including, the display and distribution of the material via a third-party website and/or other networked computer environment) without the express written consent of Simplified Global, and/or its applicable suppliers, affiliates, subsidiaries, and/or licensors.
“Simplified Global Content” means Content that Simplified Global makes available to you through N365, including data owned by Simplified Global or licensed from a third party. All Simplified Global Content is owned by Simplified Global or its third-party licensing partners. Your use of N365 does not grant you any rights to the use or control of any of Simplified Global Content, except those rights expressly granted by this Agreement.
"Customer Data" means all (i) data, content, and/or information (including personally identifiable information) provided by Customer to Simplified Global in connection with this Agreement (including data supplied or placed into N365 through manual or systemic methods) and (ii) all reports, extracts, and other documentation generated using such data, content and/or information.
As between the Parties, Customer owns all rights, title, and interest (including all intellectual property rights) in and to all its Customer Data, all the information and content contained therein, and all reports and other documentation generated by Customer (including through Customer's or its affiliates' use of N365). Customer grants Simplified Global permission to access, copy, distribute, store, and/or transmit the content of Customer's account solely as required for the purpose of providing N365 to Customer. Customer is responsible and liable for the contents of Customer Data and agrees and acknowledges that, as between the Parties, it is the creator of all content of Customer's account and the Customer Data, even after submitted to Simplified Global and/or N365 and/or other Simplified Global product, and that Simplified Global is not the author and/or publisher of any such content. Simplified Global shall have no responsibility and/or liability related to the contents of any of Customer Data.
Customer grants Simplified Global permission to access, copy, distribute, store, and/or transmit the content of Customer's account solely as required for the purpose of providing N365 to Customer. Customer is responsible and liable for the contents of Customer Data and agrees and acknowledges that, as between the Parties, it is the creator of all content of Customer's account and the Customer Data, even after submitted to Simplified Global and/or N365 and/or other Simplified Global product, and that Simplified Global is not the author and/or publisher of any such content. Simplified Global shall have no responsibility and/or liability related to the contents of any of Customer Data.
Without limiting the confidentiality rights and intellectual property rights protections set forth in this Agreement, Simplified Global has the perpetual right to use aggregated, anonymized, and statistical data (“Statistical Data”) derived from the operation of N365, and nothing herein shall be construed as prohibiting Simplified Global from utilizing the Statistical Data for business and/or operating purposes, provided that (i) Simplified Global does not share with any third party Statistical Data which reveals the identity of Customer, Customer's users, or Customer's Confidential Information and (ii) Customer's Confidential Information is de-identified such that it cannot be traced back to Customer.
Simplified Global is not the publisher or speaker of any information in N365 provided by third-party content providers, and Simplified Global is not liable for any claims related to such information. Any mention on N365 of products or websites provided by third parties is for informational purposes only and constitutes neither an endorsement nor a recommendation by Simplified Global. Simplified Global assumes no responsibility for those products or services.
“Collective Content” collectively refers to Content, Simplified Global Content, Customer Data, and Statistical Data available through or stored within N365.
Third-party Credits
Any third-party library licensing used in the creation of N365 is documented
here.
Simplified Global's License to You
Subject to your compliance with these Terms, Simplified Global grants you, to the extent it is able to do so, a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, download, print, and otherwise use N365 and the Collective Content as intended.
You agree you will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit N365 or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise except for the licenses and rights expressly granted in these Terms. Any use of N365 or the Collective Content other than as specifically authorized herein, without the prior written permission of Simplified Global, is strictly prohibited and will immediately terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to Intellectual Property rights, whether by estoppel, implication or otherwise. This license is revocable by Simplified Global at any time without notice and with or without cause.
Confidentiality
"Confidential Information" is defined as any information relating to and/or disclosed in the course of the Agreement, which is and/or should be reasonably understood to be confidential and/or proprietary to the disclosing Party (the "Disclosing Party"), including information regarding the Disclosing Party's business strategies and practices, internal structures, business plans, business processes, financial information, methodologies, trade secrets, know-how, pricing, technology, product plans, services, relationships and agreements with any third party, customer lists, invoices, data and information (including personally identifiable information) regarding the Disclosing Party's employees, customers, vendors, consultants and affiliates, in each case, regardless of whether such information is marked "confidential" or some other proprietary designation. For the avoidance of doubt, and without limiting the foregoing, Customer Confidential Information shall include all Customer Data. Confidential Information shall not include information: (i) already lawfully known to the receiving Party (the "Receiving Party'') without obligation of confidentiality; (ii) disclosed in published materials without fault of the Receiving Party; (ii) generally known to the public without fault of the Receiving Party; (iv) lawfully obtained from a third party not under any obligation to maintain the confidentiality of either Party; (v) required by applicable law and/or regulations to be released; and/or (vi) independently developed by Receiving Party without the aid, use and/or application of any Confidential Information of the Disclosing Party.
Each Party agrees that it shall not disclose to any third party any Confidential Information of the other Party, which it learns during its performance of this Agreement, without the prior written consent of such other Party. The Parties agree that the terms and conditions of this Agreement are hereby designated as Confidential Information of both Parties. Notwithstanding the foregoing, the Receiving Party may make disclosures required by court order, provided the Receiving Party uses reasonable efforts to limit disclosure and to obtain confidential treatment and/or protective order and has allowed the Discloser to participate in the proceeding.
All the Confidential Information provided by the Disclosing Party under this Agreement, including any copies and/or reproduction thereof, remains the exclusive property of the Disclosing Party. Immediately upon a request by the Disclosing Party at any time, the Receiving Party shall tum over to the Disclosing Party all Confidential Information of the Disclosing Party and all documents and/or media containing any such Confidential Information and all copies and/or extracts thereof. In lieu of the return of such items, the Disclosing Party, at its sole option, may request the Receiving Party destroy all tangible items containing the Confidential Information and provide written certification of such destruction to the Disclosing Party.
Simplified Global shall maintain the security of the Customer Data in compliance with all applicable laws and consistent with all applicable industry standards, including against loss, corruption, and unauthorized access. In the event of any act, omission and/or breach that compromises, or may reasonably be expected to compromise, the security, confidentiality and/or integrity of Customer Data and/or the physical, technical, administrative and/or organizational safeguards put in place by Simplified Global that relate to the security, confidentiality and/or integrity of Customer Data, Simplified Global shall (i) notify Customer as soon as practicable but no later than 72 hours after becoming aware of such issue, (ii) use best efforts to resolve and/or remedy such issue and (iii) make available to Customer all relevant records, logs, files, data reporting and other materials required to comply with applicable law and/or as otherwise reasonably requested by Customer. Simplified Global warrants that N365 does not contain any software routines and/or device and/or other mechanism designed to erase, disable and/or otherwise harm Customer's hardware, software, information technology systems, and/or Customer Data.
Intellectual Property
Simplified Global and its licensors and partners own all rights, titles, and interests in and to N365, and all related Intellectual Property rights, including all registered and unregistered trademarks, trade dress, graphics, logos, designs, page headers, button icons, scripts, service names, software code, inventions, copyrights, and copyrightable works, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to N365 (collectively, the “Simplified Global IP”). The Simplified Global IP may not be used in connection with any product or service in any manner that is likely to cause confusion or otherwise violate the rights granted to us in the Simplified Global IP, including use of any the Simplified Global IP as part of third-party trademarks, trade dress, and/or as part of domain names, email addresses, account names or handles, or other digital properties.
This Agreement is not a sale and does not convey to you any rights of ownership in or related to N365, or any Intellectual Property rights owned by Simplified Global. The Simplified Global name, the Simplified Global logos and designs, and the product and service names associated with N365are trademarks of Simplified Global or its affiliated third parties, and no right or license is granted to you by this Agreement to use the Simplified Global IP for purposes not directly related to your use of N365.
Linking and Framing
Simplified Global grants you a limited, revocable, and nonexclusive right to create a hyperlink to the webpages of N365, so long as the links do not portray Simplified Global its products or services in a false or misleading manner. You may not use any of Simplified Global's logos or other proprietary graphics or trademarks as part of the link without express written permission. “Framing” or “mirroring” N365or any of its Collective Content is prohibited without the prior written consent of Simplified Global.
N365 may contain links to third-party websites or resources. You acknowledge and agree that Simplified Global is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Simplified Global of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. You further acknowledge and agree that Simplified Global 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.
Email Notifications
As part of your use of N365, you may be asked to elect to receive certain email notifications from Simplified Global and its partners. These messages may include event updates and other promotions. Your election to receive such messages represents your express written consent to receiving emails from Simplified Global related to N365. You may opt-out of receiving certain notifications in association with N365 by completing the opt-out process provided to you with each email message. By opting-out of receiving notifications, you understand that we may not be able to communicate important information to you. Please note we may still contact you regarding certain important N365 announcements or notifications even if you have opted-out from other messages.
Notice
You consent to receive from Simplified Global all communications, including notices, agreements, legally required disclosures, or other information in connection with N365 (collectively, “Notices”) electronically. Simplified Global may provide such Notices by posting them on or within N365, by electronic mail to your email address on record in Simplified Global's account information, or by written communication sent by first class mail or pre-paid post to your address on record. You agree that we may communicate with you regarding Simplified Global and other entities by electronic means to your mobile device and that certain information about your usage of N365 may be communicated to us. In the event you change or deactivate your mobile device, you agree to promptly update your information to ensure that your messages are not sent to the person that acquires your old device.
Termination
Simplified Global may change, suspend, or discontinue N365 for any reason, at any time, including the availability of any N365 features or Collective Content, without notice to you. Simplified Global may also impose limits on certain services, features, Content and/or Simplified Global Content, or restrict your access to parts or all N365 with or without notice to you.
Simplified Global may also terminate or suspend your use of or access to N365 at any time, immediately, without notice, and without refund, for any violation of these Terms, in our sole and absolute discretion. Upon such termination or suspension, you must immediately cease accessing or using N365, and agree not to access, re-download, re-register or otherwise make use of, or attempt to use, N365.
You acknowledge that we reserve the right to act, technical, legal, or otherwise, to block, nullify, or deny your ability to access N365. You understand that we may exercise this right in our sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies otherwise available to Simplified Global. Continued use of N365, its components, databases, or documentation, or any part thereof, after termination is a breach of the terms of this Agreement and a violation of copyright laws. You acknowledge that we may disable access to, refuse to post, or modify or remove any information or content, in whole or in part, for any reason or no reason at all. All provisions of this Agreement, which by their nature should survive termination, shall survive the termination of this Agreement, including, without limitation, provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.
Export Control
You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither N365, nor any technical data related thereto, nor any direct product thereof, is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using N365, you represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
International Use
N365 is controlled and operated by Simplified Global from within the United States. Simplified Global makes no representations that materials contained within N365 are appropriate or available for use in other locations, and access to N365 from locations where such activity is illegal is prohibited. Those who choose to use N365 from other locations do so of their own initiative and are solely responsible for compliance with all applicable laws.
Indemnity
You shall indemnify and hold harmless Simplified Global its subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders, and employees against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers arising out of or related to N365, use of N365, violation of the Terms, or the infringement by you of any Intellectual Property, or violation of any right of any person or entity by you or any third party using your information, login, or password.
Warranty Disclaimers
You acknowledge that Simplified Global has no control over, and no duty to take any action regarding:
- Users gain access to N365.
- What effects the Content or N365 may have on you.
- How you may interpret or use the Content or N365.
- What actions you may take because of having been exposed to the Content or N365.
You release Simplified Global from all liability for you having acquired or not acquired Content through N365. N365 may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. Simplified Global makes no representations concerning any content contained in or accessed through N365, and Simplified Global will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through N365. Simplified Global makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness, or completeness of that information and assumes no responsibility for any errors or omissions therein. Simplified Global cannot guarantee that you will obtain the results you seek or warrant that N365 will be error-free. Simplified Global makes no representation or warranty of any kind with respect to the use of N365 or the use or accuracy of the information on N365.
Each User accesses this website at his or her own risk. The website is provided on an “as is, as available” basis without warranty of any kind whether express, implied, or statutory, as to the description, quality, merchantability, fitness for a particular purpose, non-infringement, or completeness of any website provided hereunder or described herein, or as to any other matter, all of which warranties by Simplified Global are hereby disclaimed. Neither Simplified Global nor any parent companies, subsidiaries, affiliates, licensors, employees, or agents warrant that the website will be uninterrupted or error-free and no warranty is made as to the results to be obtained from use of the website. This disclaimer is applicable to any damage or injury resulting from negligence or omission of Simplified Global, computer virus or other similar item, telecommunications errors, or unauthorized access to or use of user information through theft or any other means. In no event will Simplified Global or any of its affiliates, agents, employees, assigns or third-party content providers be held liable for any criminal, tortious, or negligent actions or omissions, or illegal conduct of users of the website.
Limitation of Liability
To the maximum extent permitted by applicable law, except to the extent that any exclusion or limitation of its liability is void, prohibited or unenforceable by applicable law, neither Simplified Global nor its affiliates, employees, agents or third-party content providers shall be liable for any loss resulting from use or unavailability of information or content on this website, including but not limited to, any lost profits, loss of revenue, loss of use, loss of or damage to data or information of any kind, damage to equipment, hardware or other property of user, personal injury, or any indirect, special, consequential, compensatory or incidental damages (whether the claim is based upon breach of contract, breach of warranty, strict liability, negligence, tort or other legal theory) arising out of this Agreement or in connection with use of the website or content, or for any direct damages in excess of $100 (in the aggregate), even if they have been advised of the possibility of such damages. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.
The “Disclaimer” and “Limitation of Liability” provisions of this Agreement are for the benefit of Simplified Global as defined herein, and each of these individuals or entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
General Terms
Entire Agreement
The Terms, including the incorporated Simplified Global Privacy Policy, constitutes the entire Agreement between Users of N365 and Simplified Global regarding Users' use of and access to N365. Your use of N365 is intended for your benefit and the provision of N365 to you constitutes the sole and sufficient consideration that you are entitled to receive for any content or other contributions you have made to N365.
Waiver and Severability
The failure of Simplified Global to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
Controlling Law and Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of Ohio without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with N365 will be brought solely in the federal or state courts located in Ohio, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act shall apply to this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to, or connected with the use of N365 or this Agreement must be filed within one year after such claim or cause of action arose or be forever banned. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.
Transfer and Assignment
This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by you without the written consent of Simplified Global. Simplified Global may assign this Agreement upon ten days prior written notice to you provided via email (if available) and by posting notice to N365. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
Independent Contractor or Joint Venture
The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose.
Changes To Our Terms
We reserve the right to change this Agreement at any time and to notify you by posting an updated version of this Agreement, along with the date on which it was most recently updated, on N365 You will be able to tell when this was last updated by the Last Update date included at the bottom of this Agreement. We recommend that you review this Agreement from time to time and note any changes before your continued use of N365. Continuing use of N365 constitutes your acceptance of any changes.
Contact Us
If you have a question or comments about our Agreement, you may contact us as listed below.
AMB Consulting Inc.
P.O. Box 76
Hinckley, Ohio 44233
Attention: Nexus 365™ Inquiries
This Agreement was last updated May 9, 2024