Terms of Service
PLEASE READ THIS DOCUMENT CAREFULLY.
THESE TERMS ARE A BINDING LEGAL AGREEMENT BETWEEN YOU AND NANTENERGY REGARDING YOUR USE OF OUR WEBSITE.
These Terms of Service govern your use of the nantenergy.com website, including any content, functionality or services made available via the website (collectively referred to herein as the “Site”).
References to “NantEnergy,” “we,” or “us” in these Terms of Service shall mean NantEnergy, Inc.
Note that NantEnergy and/or its affiliates may offer other sites, services, software or applications under different terms of service. These Terms of Service do not apply to such other sites, services, software or applications.
These Terms of Service provide that all disputes between you and NantEnergy will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the BINDING ARBITRATION AND WAIVER OF JURY TRIAL CLAUSE below for the details regarding your agreement to arbitrate any disputes with NantEnergy.
ACCEPTANCE OF TERMS OF SERVICE
You represent that you are at least 13 years of age and, if you are at least 13 years of age, but under the age of 18, your parent or legal guardian, as applicable, must expressly consent to your use of the Site and agree to these Terms of Service on your behalf. The Site is not intended for those under the age of 13.
CHANGES TO TERMS OF SERVICE
NantEnergy reserves the right to update and change these Terms of Service from time to time, including, without limitation, the Supplemental Terms. The most current version of these Terms of Service can be reviewed by visiting the Site and clicking on “Terms of Service” located near the bottom of the web page or, in the case of Supplemental Terms, from within, or through, the affected portions of the Site. The most current version of the Terms of Service will supersede all previous versions and shall be effective immediately. However, changes will not apply retroactively and, for existing Site users, changes shall become effective 14 days after we post the change or provide other notice of the change. You should periodically review the most recent version of these Terms of Service, including the Supplemental Terms.
YOUR USE OF THE SITE
As long as you comply with these Terms of Service, you have the non-transferable right to access and use the Site as made available by NantEnergy, for its intended purpose and your own personal use. If you breach any of the restrictions herein, you may be subject to prosecution and damages.
No portion of the Site may be reproduced in any form or by any means, except as expressly permitted in these Terms of Service. In addition, you agree not to modify, rent, lease, lend, sell, distribute or sublicense any aspect of the Site in any manner, and you shall not exploit the Site in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
You agree not to violate, circumvent, reverse-engineer, decompile, disassemble, copy, attempt to derive the source code of, create derivative works of or based on, or otherwise tamper with the Site (including any content made available on the Site) for any reason — or to attempt or assist another person to do so. Your compliance with these Terms of Service may be monitored by NantEnergy via the Site and NantEnergy reserves the right to enforce compliance with these Terms of Service without notice to you.
You also agree and acknowledge that you may not and shall not:
- engage in illegal or tortious activity on or via the Site;
- collect any information about any Site users or otherwise use any information obtained from the Site in order to contact, advertise to, solicit or sell to any user;
- compile or collect any content or materials from the Site as part of a database or other work, including, without limitation, use of any robot, spider, crawler, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine”, harvest, scrape or in any way reproduce or circumvent the data, navigational structure or presentation of the Site;
- interfere with, disrupt, create an undue burden on or otherwise impair the Site, the networks or services connected to the Site or any other party’s use or enjoyment of the Site, including, without limitation, any attempt to circumvent the access controls or security measures of the Site;
- create any user account by automated means or under false or fraudulent pretenses; and
- “frame” or “mirror” any part of the Site without our prior written authorization.
The Site may include marketing communications and other advertisements, which may be targeted to content or information within the Site or from other information. The types and extent of advertising on the Site are also subject to change over time. In consideration for providing you the Site, you agree that we and our third party providers and partners may place advertising on and within the Site or in connection with the display of content or information on and within the Site.
If you provide feedback to us regarding the Site, you authorize us to use that feedback without restriction and without payment to you. Accordingly, you hereby grant to us perpetual, royalty free and irrevocable license to use and otherwise exploit the feedback for any purpose.
NantEnergy and its licensors reserve the right to change, modify, discontinue, suspend, remove or disable, temporarily or permanently, any aspect of the Site (including any third party content, services or links) at any time, and from time to time, without notice to you. NANTENERGY AND ITS AFFILIATES AND LICENSORS SHALL NOT BE LIABLE TO YOU OR ANY OTHER USER OR OTHER THIRD PARTY FOR ANY SUCH CHANGE, MODIFICATION, DISCONTINUANCE, SUSPENSION, REMOVAL OR DISABLEMENT. We are constantly adjusting the Site and often these adjustments are not completely captured within these Terms of Service.
Further, NantEnergy reserves the right (but does not undertake any obligation) to, in its sole discretion and without notice or liability:
- move the Site and/or any content to a new domain(s) or website(s);
- rate limit, throttle, block and/or otherwise impose limits on the use of or access to the Site;
- collect statistics and other data regarding use of the Site; and
- otherwise manage the Site in a manner designed to protect the rights and property of NantEnergy and others and to facilitate the proper functioning of the Site.
You also acknowledge and agree that NantEnergy may use affiliates, third party contractors and consultants to provide or perform various services, functions, platforms or products in connection with the Site.
THIRD PARTY MATERIALS, SITE CONTENT
Any opinions, statements, offers or other information provided or made available by third parties through the Site are those of the respective authors or producers and not of NantEnergy, its affiliates or its or their officers, directors, investors, employees, agents, contractors, partners, licensors or suppliers. Any links to third-party web sites on the Site are provided solely as a convenience to you. When you use these links, you leave the Site. You agree that neither NantEnergy nor any of its licensors is responsible for examining or evaluating the content or accuracy of any third-party sites or their use of any personal information you provide to them. If you decide to access any third party sites, use of such sites may require internet access and that you accept additional terms of service and privacy statements. NantEnergy encourages you to read the terms of service/use and privacy statements on such linked sites. You access linked sites at your own risk. NantEnergy does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party websites, services, products or materials.
You may terminate your use of the Site at any time. Further, your rights pursuant to these Terms of Service will terminate automatically without notice from us if you fail to comply with these Terms of Service, in which case you must cease all use of the Site. NantEnergy may terminate, suspend or disable your access to the Site, with or without cause at any time and for any reason. The terms and conditions herein which, by their nature, are intended to survive will remain in effect following any such termination, suspension or disablement.
NANTENERGY WARRANTY DISCLAIMER
YOU AGREE THAT USE OF THE SITE SHALL BE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE, LOSS OF DATA OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, ACCURACY, QUIET ENJOYMENT, AND NONINFRINGEMENT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NANTENERGY, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF. WITHOUT LIMITATION OF THE FOREGOING, NANTENERGY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF OR WITHIN THE SITE, (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (IV) FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT made available via the site. NANTENERGY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY third party website, CONTENT, service or product linked or otherwise provided in CONNECTION with THE SITE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL NANTENERGY, ITS AFFILIATES OR ITS OR THEIR OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS, LICENSORS AND SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, personal injury, PUNITIVE, OR CONSEQUENTIAL DAMAGES in connection with the site (including without limitation damages for loss of profits, loss of data, business interruption or any other commercial damages or losses), WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NANTENERGY’S LIABILITY AND THE LIABILITY OF EACH OF ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS, LICENSORS AND SUPPLIERS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE in connection with the site IS LIMITED TO US$15.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU ACKNOWLEDGE AND AGREE THAT NANTENERGY WOULD BE UNWILLING TO MAKE THE SITE AVAILABLE ABSENT THE FOREGOING LIMITATIONS OF LIABILITY, WHICH FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES AND, IF SO, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless NantEnergy, its affiliates, and its and their officers, directors, investors, employees, agents, contractors, licensors and suppliers from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Site; (b) your violation of any term of these Terms of Service; (c) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (d) any breach by you of any representation, warranty or agreement by you. This defense and indemnification obligation will survive any termination, suspension or disablement of your use of the Site.
You agree that the Site contains proprietary information and material that is owned by NantEnergy and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Site in compliance with these Terms of Service. All copyrights and other intellectual property rights in and to the Site are owned by NantEnergy and/or its licensors. NantEnergy reserves all rights not expressly granted to you under these Terms of Service.
NantEnergy, the NantEnergy logo and other trademarks, service marks, graphics, and logos used in connection with the Site are trademarks or registered trademarks of NantEnergy or its licensors. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.
If you are a copyright owner or an agent thereof and believe that any content on or available via the Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent, at email@example.com, with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (iv) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
All DMCA notices as well as any other feedback, comments, requests for technical support, and other communications should be directed to firstname.lastname@example.org. You acknowledge that if you fail to comply with all of the requirements of this Paragraph, your DMCA notice may not be valid.
If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to applicable law, to post and use the material in your content, you may send a counter-notice containing the following information to the Copyright Agent: (a) your physical or electronic signature; (b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (d) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Los Angeles, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, NantEnergy may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at NantEnergy’s sole discretion.
This Agreement shall be governed by the laws of the State of Delaware, United States of America, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.
Binding Arbitration and Waiver of Jury Trial
Any controversy, claim or dispute arising out of or relating to these Terms of Service, shall be settled solely and exclusively by binding arbitration in the County of Los Angeles, State of California. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Each party shall bear its own attorney’s fees and expenses. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend these Terms of Service. The arbitrator shall be required to follow applicable law. You agree that this arbitration clause shall be binding upon your family members, heirs, executors, administrators, successors and assigns. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE TERMS OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. In the event this arbitration clause is deemed inapplicable, you and NantEnergy: (a) agree that any suit, action or legal proceeding arising out of or relating to these Terms of Service shall be brought in the federal and state courts of record located in the County of Los Angeles, State of California; (b) consent to the jurisdiction of each such court in any suit, action or proceeding; (c) waive any objection to the laying of venue of any such suit, action or proceeding in any of such courts; and (d) agree that these Terms of Service shall be governed by the laws of the State of Delaware. Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. SOME JURISDICTIONS LIMIT OR PROHIBIT THE FOREGOING LIMITATIONS, AND IN SUCH JURISDICTIONS THE FOREGOING LIMITATIONS SHALL BE APPLIED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Interpretation; Severability; Waiver; Remedies
Headings are for convenience only and shall not be used to construe the terms of these Terms of Service. If any term in this Terms of Service is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from these Terms of Service. No failure or delay by NantEnergy in exercising any right hereunder will waive any further exercise of that right. NantEnergy’s rights and remedies hereunder are cumulative and not exclusive. In the event of a breach of these Terms of Service by NantEnergy, you agree that monetary damages are a sufficient remedy and you waive your rights to seek or obtain an injunction or other equitable relief.
You may not assign your rights or obligations under these Terms of Service without NantEnergy’s prior written consent. NantEnergy may assign its rights, licenses and obligations hereunder without restriction. Subject to the foregoing, these Terms of Service are binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns.
Third Party Beneficiaries
You acknowledge and agree that each member of the group of companies of which NantEnergy is an affiliate shall be third party beneficiaries of these Terms of Service and shall be entitled to directly enforce, and rely upon, any provision hereof. You also acknowledge and agree that the Site may contain software and/or content provided by third party licensors/providers and, accordingly, the restrictions and prohibitions set forth herein with respect to the Site apply to such software and content and such third-party licensors/providers shall be third party beneficiaries of, and entitled to directly enforce and rely upon, such restrictions and prohibitions with respect to their software and content. Except as otherwise expressly provided in the previous two sentences, you agree that there shall be no third-party beneficiaries under these Terms of Service.
Nothing herein contained shall constitute a partnership between or joint venture by the parties hereto or constitute either party the agent of the other, for tax purposes or otherwise.
Notices, Electronic Communications.
Please feel free to contact us with any comments, questions or complaints you might have regarding these Terms of Service. You may send us an e-mail at email@example.com or a letter to:
NantEnergy Terms of Service
c/o NantWorks Legal Department
9920 Jefferson Blvd.
Culver City, CA 90232
These Terms of Service, together with documents herein and therein that are incorporated by reference, and any other legal notices published by NantEnergy on the Site, shall constitute the entire agreement between you and NantEnergy concerning the Site.
Last Updated: September 10, 2014