NookDesk Terms of Use

User Agreement

The following are terms of a legal agreement (the "Agreement") between you and nookdesk.com ("nookdesk", "we", or "us") that sets forth the terms and conditions for your use of this web site (the "Site"). The Site is owned and operated by nookdesk. This Site is being provided to you expressly subject to this Agreement. By accessing, browsing and/or using this site ("Site"), you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and to comply with all applicable laws and regulations. The terms and conditions of this Agreement form an essential basis of our bargain.

Limitations of Use

The copyright in all material on this Site, including without limitation the text, data, articles, design, source code, software, photos, images and other information (collectively the "Content"), is held by nookdesk or by the original creator of the material and is protected by U.S. and International copyright laws and treaties. You agree that the Content may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of nookdesk. You acknowledge that the Content is and shall remain the property of nookdesk. You may not modify, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part. The use of the Content on any other Site, including by linking or framing, or in any networked computer environment for any purpose, is prohibited without nookdesk's prior written approval. You also may not, without nookdesk's express written permission, "mirror" any material contained on this Site on any other server. Any unauthorized use of any Content on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications statutes and regulations. You agree to use the Content and Site only for lawful purposes. You are prohibited from any use of the Content or Site that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Site, including but not limited to unauthorized entry into nookdesk's systems, misuse of passwords, or misuse of any information posted on the Site is strictly prohibited. nookdesk makes no claims concerning whether the Content may be downloaded or is appropriate for use outside of the United States. If you access this Site from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Your eligibility for particular products or services is subject to final determination by nookdesk.

Trademarks

Nookdesk (including the nookdesk logo), nookdesk.com, and all related logos (collectively the "nookdesk Trademarks") are trademarks or service marks of nookdesk. Other company, product, and service names and logos used and displayed on this Site may be trademarks or service marks owned by nookdesk or others. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the nookdesk trademarks displayed on this Site, without our prior written permission in each instance. You may not use, copy, display, distribute, modify or reproduce any of the trademarks found on the Site unless in accordance with written authorization by us. We prohibit use of any of the nookdesk trademarks as part of a link to or from any site unless establishment of such a link is approved in writing by us in advance. Any questions concerning any nookdesk Trademarks, or whether any mark or logo is a nookdesk Trademark, should be referred to nookdesk.

Disclaimer of Warranties

NONE OF nookdesk, ANY OF ITS AFFILIATES, PROVIDERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS OR LICENSORS (COLLECTIVELY THE "nookdesk PARTIES") GUARANTEES THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE CONTENT AND nookdesk DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE CONTENT. THIS SITE AND ALL OF THE CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OF YOUR USE OF THE CONTENT. nookdesk PARTIES DO NOT WARRANT THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THIS DOES NOT AFFECT THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. nookdesk MAY DISCONTINUE OR MAKE CHANGES IN THE CONTENT AND SITE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY, AND nookdesk PARTIES DO NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION. nookdesk RESERVES THE RIGHT TO TERMINATE ANY OR ALL SITE OFFERINGS OR TRANSMISSIONS WITHOUT PRIOR NOTICE TO YOU. THIS SITE COULD CONTAIN TECHNICAL INACCURACIES OR TYOPOGRAPHICAL ERRORS. USE OF THIS SITE IS AT YOUR OWN RISK.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL nookdesk PARTIES BE LIABLE FOR ANY DAMAGES INCLUDING GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION) OF ANY KIND WHETHER IN AN ACTION IN CONTRACT OR NEGLIGENCE ARISING OR RELATING IN ANY WAY TO THE USE OR INABILITY TO USE BY ANY PARTY OF THE CONTENT, THE SITE OR ANY THIRD-PARTY SITE TO WHICH THIS SITE IS LINKED, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF nookdesk PARTIES, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. nookdesk IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE IS TO STOP USING THE SITE. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. IF THE FOREGOING LIMITATION IS FOUND TO BE INVALID, YOU AGREE THAT nookdesk PARTIES' TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You agree to indemnify and hold harmless nookdesk Parties from and against any and all claims, losses, expenses, demands or liabilities, including attorneys' fees and costs, incurred by the nookdesk Parties in connection with any claim by a third party (including any intellectual property claim) arising out of (i) materials and content you submit to, post to or transmit through the Site, or (ii) your use of the Site in violation of this Agreement or in violation of any applicable law. You further agree that you will cooperate fully in the defense of any such claims. nookdesk Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of nookdesk. You further agree to indemnify and hold harmless nookdesk Parties from any claim arising from a third party's use of information or materials of any kind that you post to the Site.

Monitoring of the Site

nookdesk has no obligation to monitor the Site; however, you acknowledge and agree that nookdesk has the right to monitor the Site electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Site, or to protect itself or other users of the Site.

Submissions to the Site

All remarks, discussions, ideas, concepts, know-how, techniques, graphics or other submissions communicated to nookdesk through this Site (collectively, "Submissions") will be deemed and remain the property of nookdesk, and nookdesk is entitled to use any Submission for any purpose, without restriction or compensation to the individual who has provided the Submission. nookdesk shall not be subject to any obligations of confidentiality regarding Submissions except as expressly agreed by nookdesk or as otherwise required by applicable law. Nothing herein contained shall be construed as limiting nookdesk's responsibilities and obligations under its Privacy Policy.

Use of Personally Identifiable Information

nookdesk's practices and policies with respect to the collection and use of personally identifiable information are governed by nookdesk's Privacy Policy.

Availability

This Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulation. By offering this site and Content no distribution or solicitation is made by nookdesk to any person to use the Site or Content in jurisdictions where the provision of the site and/or content is prohibited by law.

Termination

This Agreement is effective until terminated by nookdesk. Nookdesk may terminate this Agreement at any time without notice, or suspend or terminate your access and use of the Site at any time, with or without cause, in nookdesk's absolute discretion and without notice. The following provisions of this Agreement shall survive termination of your use or access to the Site: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Applicable Law and Dispute Resolution, and General Provisions, and any other provision that by its terms survives termination of your use or access to the Site.

Waiver

Failure by nookdesk to enforce any of its rights under this Agreement shall not be construed as a waiver of those rights or any other rights in any way whatsoever.

Applicable Law and Dispute Resolution

This Agreement and all other aspects of your use of the Site shall be governed by and construed in accordance with the laws of the United States and, to the extent applicable, to the laws of the State of Texas, without regard to its conflict of laws rules. You agree that you will notify nookdesk in writing of any claim or dispute concerning or relating to the Site and the information or services provided through it, and give nookdesk a reasonable period of time to address it BEFORE bringing any legal action, either individually, as a class member or representative, or as a private attorney general, against nookdesk.

Other Agreements

This Agreement shall be subject to any other agreements you have entered into with nookdesk.

Additional Terms

Certain sections or pages on the Site may contain separate terms and conditions of use, which are in addition to the terms and conditions of this Agreement. In the event of a conflict, the additional terms and conditions will govern for those sections or pages.

Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.

General Provisions

This Agreement supersedes any previous Terms of Use Agreement to which you and nookdesk may have been bound. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Contacting Us

If you have questions regarding the Agreement or the practices of nookdesk, please contact us by e-mail at info@nookdesk.com.