Effective: June 23, 2021
- Acceptance of Terms
- Nirvana Tech, Inc. (“Nirvana” or “we”) provides our Service (as defined below) to you through our web site located at https://www.nirvanatech.com (the “Site”) and related technologies (the Site, including any updated or new features, functionality and technology, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you agree that you will not access, browse or otherwise use the Service. If you are entering into these Terms of Service on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms of Service, 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 of Service, you must not accept these Terms of Service and may not use the Service.
- Nirvana may change these Terms of Service from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of these Terms of Service at any time at https:// www.nirvanatech.com/terms. The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to these Terms of Service is not acceptable to you, your only remedy is stop using the Service and send a cancellation email to firstname.lastname@example.org.
- As part of the registration process, you will identify an administrative user name and password for your account (“Account”). You may use the administrative user name and password to create standard users, each with a user password (each, a “User”). You are responsible for maintaining the confidentiality of your password and account and are fully responsible for any and all activities that occur under your password or account. The Service may accessed or used only by Users. You agree to not make available the Service to any person or entity other than Users. You are responsible for maintaining the confidentiality of all secure login information, passwords and other information related to Users’ respective accounts at all times. You are responsible for your Users’ compliance with the terms and conditions of these Terms of Service as though they were you hereunder and will be responsible and liable for any User’s breach of any such terms or conditions. You agree to (a) immediately notify Nirvana of any unauthorized use of your or a User’s password or account or any other breach of security, and (b) ensure that you and each User exits from your or their account at the end of each session when accessing the Service. Nirvana will not be liable for any loss or damage arising from your or a User’s failure to comply with this section. Nirvana reserves the right to access your account in order to respond to your requests for technical support. .
- Description of Service
The “Service” includes (a) the Site, (b) Nirvana’s online insurance platform and related services, including, but not limited to provision of data to insurance companies and other third parties in connection with insurance underwriting, brokerage, fulfilment and claims, and technologies and (c) all software (including the Software, as defined below), data, reports, text, telematics data, images, sounds, video, and content (collectively referred to as the “Content”) made available through any of the foregoing. For clarity, any insurance products or policies are subject to a separate agreement and are expressly not a part of the Service or subject to these Terms of Service. Any new features added to or augmenting the Service are also subject to these Terms of Service. Nirvana reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Nirvana will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
- General Conditions/ Access and Use of the Service
- Subject to the terms and conditions of these Terms of Service, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Nirvana. You shall comply with any codes of conduct, policies or other notices Nirvana provides you or publishes in connection with the Service, and you shall promptly notify Nirvana if you learn of a security breach related to the Service. You shall obtain consent from all individuals who use or provide Content made available by you related to the Services.
- The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, and (ii) the ability to browse the Service and the Site from a mobile device. To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
- You are solely responsible for all Content that you make available to Nirvana, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service or by emailing or otherwise making available to other users of the Service (collectively, “Customer Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Nirvana. Nirvana reserves the right to investigate and take appropriate legal action against anyone who, in Nirvana’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:
- email or otherwise upload any Customer Content that (i) infringes or misappropriates any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole discretion of Nirvana, is determined to be objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Nirvana or its users to any harm or liability of any type;
- interfere with or disrupt the Service or servers or networks connected to the Service, or conflicts with any requirements, procedures, policies, or regulations of networks connected to the Service;
- violate any applicable local, state, national, or international law, or any regulations having the force of law;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- solicit personal information from anyone under the age of 18;
- harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
- further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
- obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
- circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or
- engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Nirvana from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).
- Any software that may be made available by Nirvana in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of these Terms of Service, Nirvana hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by Nirvana for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Nirvana or any third party is granted to you in connection with the Service.
- By posting Customer Content on or through the Service, you hereby do and shall grant Nirvana a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Customer Content (a) in connection with the Service, (b) for the general improvement of the Service and other Nirvana products and services, and (c) and to aggregate and/or anonymize Customer Content to provide the Service and for Nirvana’s other business purposes, including in connection with the general improvement of the Service and other Nirvana products and services, each of which you understand and acknowledge is a fundamental part of this license grant and these Terms of Service. Nirvana has the right, but not the obligation, to monitor the Service, Content, or Customer Content. You further agree that Nirvana may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
- You understand that the operation of the Service, including Customer Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission between Nirvana and it's third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Customer Content. Nirvana will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Customer Content.
- You shall be responsible for (a) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”); (b) ensuring that such Equipment is compatible with the Service (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Nirvana’s published policies then in effect; (c) maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent; and (d) providing any additional information or data as reasonably required by Nirvana to provide the Service, and you understand that without such additional information or data Nirvana may not be able to provide the Service.
- No employee, independent contractor, agent, or affiliate of any competing insurance platform is permitted to view, access, or use any portion of the Service without express written permission from Nirvana. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Nirvana or any of its affiliates, or acting on behalf of a competitor of Nirvana in using or accessing the Service.
- The failure of Nirvana to exercise or enforce any right or provision of these Terms of Service shall not be a waiver of that right. You acknowledge that these Terms of Service is a contract between you and Nirvana, even though it is electronic and is not physically signed by you and Nirvana, and it governs your use of the Service.
- Nirvana reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Nirvana’s website and in other communication with existing or potential Nirvana customers. To decline Nirvana this right you need to email email@example.com stating that you do not wish to be used as a reference.
- Subject to the terms hereof, Nirvana may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
- Intellectual Property Rights
- You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Nirvana, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own Customer Content that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.
- The Nirvana name and logos are trademarks and service marks of Nirvana (collectively the “Nirvana Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Nirvana. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Nirvana Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Nirvana Trademarks will inure to our exclusive benefit.
- Under no circumstances will Nirvana be liable in any way for any Content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such Content. You acknowledge that Nirvana does not pre-screen Content, but that Nirvana and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, Nirvana and its designees will have the right to remove any Content that violates these Terms of Service or is deemed by Nirvana, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such Content.
- Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Nirvana are non-confidential and Nirvana will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
- You acknowledge and agree that Nirvana may preserve Customer Content and may also disclose Customer Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Nirvana, its users, or the public. You understand that the technical processing and transmission of the Service, including your Customer Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
- Third-Party Services and Websites
- Representations and Warranties
You represent and warrant to Nirvana that (a) you have full power and authority to enter into these Terms of Service; (b) you own all Customer Content or have obtained all consents, permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Nirvana to perform its obligations and exercise its rights under these Terms of Service) in connection with the Services without obtaining any further releases or consents; (c) Customer Content and other activities in connection with the Service, and Nirvana’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Customer Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (d) you are eighteen (18) years of age or older.
You have the right to terminate your account at any time by discontinuing use of the Service. Subject to earlier termination as provided below, Nirvana may terminate your Account at any time by providing thirty (30) days prior notice to the administrative email address associated with your Account. In addition to any other remedies we may have, Nirvana may also terminate your account upon thirty (30) days’ notice, if you breach any of the terms or conditions of these Terms of Service. Nirvana reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Customer Content on the Service (if any) may be permanently deleted by Nirvana upon any termination of your account in its sole discretion. However, in no event will Nirvana’s rights under Sections 4, 6, 7, 8, 9, and 10 be diminished, forfeited or terminated.
- Disclaimer of warranties
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled maintenance, either by Nirvana or by third-party providers, or because of other causes beyond our reasonable control. NOTWITHSTANDING ANYTHING HEREIN, THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND NIRVANA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT NIRVANA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM NIRVANA OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
- Limitation of Liability
- UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NIRVANA, OR PROVIDERS OF THIRD PARTY SERVICES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES, PREMIUMS, OR COMMISSIONS ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES, PREMIUMS, OR COMMISSIONS APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS OF SERVICE BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS OF SERVICE.
- Notwithstanding anything herein, in no event shall the Nirvana be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware, including, but not limited to ransomware, distributed denial of services, and malware) services; it being understood that Nirvana shall use reasonable commercial efforts to resume performance as soon as practicable under the circumstances.
- Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, NIRVANA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless Nirvana, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Nirvana Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your access and use of the Service, Customer Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Nirvana Party from or against any liability, losses, damages, or expenses incurred as a direct result of gross negligence or willful misconduct of such Nirvana Party. Nirvana will provide notice to you of any such claim, suit, or proceeding. Nirvana reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Company’s defense of such matter. You may not settle or compromise any claim against the Nirvana Parties without Company’s written consent. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
- U.S. Government Matters
You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by Nirvana on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms of Service and will be prohibited except to the extent expressly permitted by the terms of these Terms of Service.
- Governing Law; Disputes
These Terms of Service shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by Nirvana in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of San Francisco County, California for the purpose of resolving any dispute relating to your access to or use of the Service. Any dispute, claim or controversy arising out of or relating to these Terms of Service, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms of Service to arbitrate, shall be determined by arbitration in San Francisco, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on any award issued thereunder may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
You may not assign these Terms of Service without the prior written consent of Nirvana, but Nirvana may assign or transfer these Terms of Service, in whole or in part, without restriction. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. Both parties agree that these Terms of Service is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms of Service, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms of Service and you do not have any authority of any kind to bind Nirvana in any respect whatsoever. In any action or proceeding to enforce rights under these Terms of Service, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.