Terms of Service
Customer means the individual or entity that has subscribed for the Service under the terms and conditions of this Agreement.
Customer Data means data submitted, stored, sent or received via the Services by Customer or a User (as defined below).
Email means any email or other communications generated or sent through the Service by a User.
Fees means the charges by Nuclear Networking for subscription to or use of the Service.
Nuclear Networking means Nuclear Networking, Inc. of 2149 S Holly St Suite 100, Denver, CO 80222
Order Form means the Nuclear Networking order form, proposal, or forms and any ancillary Nuclear Networking terms completed and processed by and with Customer to sign up for the relevant Service.
Service means hosting of the specific Nuclear Networking SEO or consulting services identified during the ordering process.
Technology means the Nuclear Networking technology and underlying software and proprietary and intellectual property rights therein.
Term means the Initial Term or any Renewal Term, as defined in Section 7 below.
USD means United States dollars.
User means Customer’s employees, representatives, consultants, contractors, customers or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by or for Nuclear Networking at Customer’s request).
As used herein, “personal data”, “processing”, “processor”, “subprocessor”, “controller” “data exporter”, “data importer” and “data subject” shall have the meanings given to them in Directive 95/46/EC of 24 October 1995.
- TERMS OF SERVICE FOR NUCLEAR NETWORKING
3.1. Terms of Service.
Customer acknowledges and agrees to the terms of service herein. In addition, Customer agrees that unless explicitly stated otherwise, any new features that augment or enhance the Service, and/or any new Service(s) subsequently purchased by the Customer will be subject to this Agreement.
3.2. Accuracy Of Customer’s Registration Information.
Customer agrees to provide accurate, current and complete information (“Registration Data”) about Customer as prompted by the registration form, which Customer will fill out online in order to gain access to the Service. Customer further agrees to use commercially reasonable efforts to maintain and promptly update the Registration Data to keep it accurate, current and complete. Customer acknowledges and agrees that if Customer provides information that is intentionally inaccurate, not current or incomplete in a material way, or Nuclear Networking has reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete in a material way, Nuclear Networking has the right to suspend or terminate Customer’s account.
3.3. User Email And Notices.
Customer agrees to provide Nuclear Networking with Customer’s e-mail address, to promptly provide Nuclear Networking with any changes to Customer’s e-mail address, and to accept emails (or other electronic communications) from Nuclear Networking at the e-mail address Customer specifies. Except as otherwise provided in this Agreement, the Customer further agrees that Nuclear Networking may provide any and all notices, statements, and other communications to the Customer through either e-mail or posting on the Service.
3.4. Third-Party Software.
Customer agrees to use software produced by third parties, including, but not limited to, “browser” software that supports a data security protocol compatible with the protocol used by Nuclear Networking. Until notified otherwise by Nuclear Networking, Customer agrees to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by Nuclear Networking and to follow logon procedures for services that support such protocols. Customer acknowledges that Nuclear Networking is not responsible for notifying Customer of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks not owned or operated by Nuclear Networking or telecommunications facilities, including, but not limited to, the Internet.
3.5. Transmission Of Data.
Nuclear Networking employs security measures designed for the protection of information and data. However, Customer understands that the technical processing and transmission of Customer’s electronic communications is fundamentally necessary to Customer’s use of the Service. Customer acknowledges and agrees that Nuclear Networking does not own any Customer Data and further agrees that Nuclear Networking is not responsible for any electronic communications and/or Customer Data which are lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned and/or operated by Nuclear Networking.
3.6. Proprietary Rights.
- Customer acknowledges and agrees that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Customer further acknowledges and agrees that content or information presented to Customer through the Service or by advertisers may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
- Each party retains all right, title and interest in its data, information and intellectual property rights, and nothing in this Agreement is intended to transfer or diminish such rights. The parties further acknowledge and agree that as between the parties, Nuclear Networking owns all right, title, and interest in the Service, applications and the Nuclear Networking Technology and underlying software and proprietary and intellectual property rights therein. The use by Licensee of any of these rights is authorized only for the purposes set forth herein and upon expiration or termination of this Agreement for any reason such authorization will cease.
Except as expressly and unambiguously permitted hereunder, each party shall hold in confidence and not use or disclose any materials or information disclosed by the other party that are marked as confidential or proprietary, or if disclosed verbally, reduced to writing and marked confidential within thirty (30) days after the date of disclosure (“Confidential Information”). Confidential Information will also include the Software, Documentation and any new product or service information. Each party shall treat the other party’s Confidential Information with at least the same degree of care it uses to prevent unauthorized disclosure or use of its own Confidential Information, but in no event less than reasonable care. Confidential Information will not include:
(i) any materials or information that the recipient can prove is now, or later becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public;
(ii) is known by the receiving party at the time of disclosure as evidenced by its records;
(iii) is furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure;
(iv) is independently developed by the receiving party without any breach of this Agreement;
(v) is the subject of a written permission to disclose provided by the disclosing party;
(vi) is disclosed in response to a valid order of a court or other governmental body or any political subdivision thereof in the jurisdiction in which the confidential information is required to be disclosed; provided, however, that the receiving party shall first have given notice to the disclosing party and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for which the order was issued; or
(vii) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.
Access to the Confidential Information is limited to employees and agents of the receiving party who have a legitimate “need to know” the information for their performance of this Agreement, who have been advised of the confidential nature thereof and who have agreed in writing, as a condition of employment, engagement or otherwise, to protect the Confidential Information with terms no less than are imposed by this Agreement. Notwithstanding the above, Nuclear Networking may use aggregate information to measure general Service usage patterns and characteristics of its user base, and may include such aggregate information about its audience in promotional materials or reports to third parties. This aggregate information will not reference names, phone numbers, email addresses, or other personally identifiable information, and it is not traceable to a specific recipient or user email address. Nuclear Networking may assign its rights in this agreement to any third party as it determines in its absolute discretion.
3.8. Compliance With Applicable Laws.
Your use of the Service must comply with all applicable Laws.
- RESTRICTIONS AND RESPONSIBILITIES
- Customer agrees that it will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any application, software, documentation or data related to the Services; modify, translate, or create derivative works based on the Services or any software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any software. The Customer represents, covenants, and warrants that the Customer will use the Services only in compliance with Nuclear Networking’s standard policies then in effect (the “Policy”) and all applicable laws. The Customer hereby agrees to indemnify and hold harmless Nuclear Networking against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services or the Storage Service as described below.
- Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Customer shall be responsible for ensuring that such Equipment and services are compatible with the Services. Customer shall also be responsible for maintaining the security of the Equipment, Customer account, ancillary services, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account, Services or the Equipment with or without Customer’s knowledge or consent.
- FEES, BILLING AND RENEWAL
- Unless otherwise indicated by Nuclear Networking for the relevant Service, Fees for the Service are payable and remitted to Nuclear Networking, as further described in this paragraph immediately below. Nuclear Networking charges and collects non-refundable Fees in advance for use of the Service and no Fees are refundable for any reason during the Initial Term or any Renewal Term. During any Term, Nuclear Networking will automatically renew and bill Customer’s credit card or issue an invoice (a) every month for monthly service, (b) every quarter for quarterly service, (c) each year on the subsequent anniversary for annual service, or (d) as otherwise mutually agreed upon for consultation services.
- Payments made by the Customer under this Agreement exclude any taxes or duties payable in respect of the goods or services supplied in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Nuclear Networking, the Customer must pay to Nuclear Networking the amount of such taxes or duties in addition to the Service Fees under this Agreement. Notwithstanding the foregoing, the Customer may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In such event, Customer shall have the right to provide to Nuclear Networking with any such exemption information and Nuclear Networking will use reasonable efforts to provide such invoicing documents as may enable the Customer to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
- NON-PAYMENT AND SUSPENSION
All payments for Fees shall be due according to the terms in Section 5 (Fees, Billing and Renewal) and as provided on the relevant Service, and shall be deemed delinquent if not received by the due date. In addition to any other rights granted to Nuclear Networking herein, Nuclear Networking reserves the right to suspend or terminate this Agreement and Customer’s access to the Service if Customer’s account becomes delinquent for 30 or more days. Delinquent invoices are subject to interest charges of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. If Customer or Nuclear Networking initiates termination of this Agreement, Customer will be obligated to pay the balance due on account computed in accordance with this Section and the Fees, Billing and Renewal Section above. Customer agrees that Nuclear Networking may charge such unpaid Fees and charges to Customer’s credit card or otherwise bill Customer for such unpaid Fees and charges. Client understands that all program sales are final and non-refundable, and as such, Client hereby waives any rights to charge-back any purchase made under this Agreement with Client’s credit card processor. Customer agrees and acknowledges that Nuclear Networking has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted.
- TERM, REDUCTION IN USERS and TERMINATION
- This Agreement commences on the Effective Date. Unless earlier terminated under Sections 6 or 7, this Agreement will automatically renew at the end of the initial Term specified in the Order form (the “Initial Term”) and any Renewal Term for successive renewal terms equal in duration to the Initial Term, or one year, if the Initial Term is equal to or greater than one year (each a “Renewal Term”) at Nuclear Networking’s then current rates, unless a different rate is specified in the Order Form covering a term of greater than one year. Either party may terminate this Agreement, effective only upon the expiration of the then current Term, by notifying the other party in writing or through the account cancellation feature contained in the Service at least thirty (30) business days prior to the initial date of the Renewal Term.
- Any breach or delinquency of Customer’s payment obligations or unauthorized use of the Nuclear Networking Technology or Service will be deemed a material breach of this Agreement. Nuclear Networking, in its sole discretion, may immediately terminate the Services if Customer breaches or otherwise fails to comply with this Agreement. Customer agrees and acknowledges that Nuclear Networking has no obligation to retain the Customer Data.
- Sections 2 (Definitions), 3 (Terms of Service for Nuclear Networking), 4 (Restrictions and Responsibilities), 5 (Fees, Billing and Renewal) (surviving until all Fees and charges are paid and Customer responsibilities fulfilled), 6 (Non-Payment and Suspension) (surviving until all Fees and charges are paid), 7 (Term, Reduction in Users and Termination), 8 (Assignment, Successors and Assigns), 9 (Publicity Rights), 10 (Indemnification), 12 (Disclaimer of Warranties), 13 (Exclusion of Damages and Limitation of Liability), 14 (Dispute Resolution), 15 (Arbitration Agreement) and 16 (General Provisions), shall survive expiration or termination of this Agreement.
- ASSIGNMENT, SUCCESSORS AND ASSIGNS
Customer shall not transfer or assign this Agreement (including by operation of law) or any rights or obligations hereunder without the prior written consent of Nuclear Networking, and any attempted assignment or transfer in violation of the foregoing will be void. This Agreement will be for the benefit of the permitted successors and assigns, and will be binding on heirs, legal representatives and permitted assignees.
- PUBLICITY RIGHTS
Customer grants Nuclear Networking the right to include the Customer as a customer in Nuclear Networking’ promotional material.
Customer shall, indemnify and hold Nuclear Networking harmless from all third-party claims and settlements agreed to by Customer and all costs and direct damages awarded to a third party to the extent they arise out of Customer’s infringement of any third party rights, or breach of any provision of this Agreement, making representations or warranties regarding the Service to other third parties, and any other acts or omissions of Customer, its owners employees, or agents. Customer hereby agrees to indemnify and hold harmless Nuclear Networking against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of this Agreement or otherwise from Customer’s use of the Services, or Customer’s other acts or omissions.
- REPRESENTATIONS & WARRANTIES
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Nuclear Networking represents and warrants that it will use commercially reasonable efforts to provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and substantially in accordance with the online Nuclear Networking help documentation under normal use and circumstances. Customer represents and warrants that Customer has not provided any false information to gain access to the Service and that billing information is correct.
- DISCLAIMER OF WARRANTIES
NUCLEAR NETWORKING MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT THEREIN OR GENERATED THEREWITH. NUCLEAR NETWORKING DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FOR THE AVOIDANCE OF ANY DOUBT, NUCLEAR NETWORKING IS NOT RESPONSIBLE FOR ANY DATA LOSS, SITE CRASHES, DOWN TIME, OR DAMAGE TO CUSTOMER’S WEBSITE, COMMUNICATIONS, OR REPUTATION IN ANY WAY.
EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 12, THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS” BASIS; ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY Nuclear Networking AND ITS LICENSORS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY
IN NO EVENT WILL NUCLEAR NETWORKING’S AGGREGATE LIABILITY UNDER ANY CLAIMS ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO NUCLEAR NETWORKING DURING THE SIX (6) MONTH PERIOD PRECEDING THE INITIAL EVENT RESULTING IN SUCH CLAIMS. NUCLEAR NETWORKING WILL NOT BE LIABLE FOR LOST PROFITS OR FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF NUCLEAR NETWORKING IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE CUMULATIVE FOR ALL CLAIMS HOWSOEVER ARISING UNDER ALL AGREEMENTS, AND SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF THE REMEDIES PROVIDED IN THIS AGREEMENT SHALL FAIL OF THEIR ESSENTIAL PURPOSE. NUCLEAR NETWORKING IS NOT HELD RESPONSIBLE FOR TCPA COMPLIANCE.
- DISPUTE RESOLUTION
Any dispute, controversy or claim concerning or relating to this Agreement shall be resolved in the following manner:
- Escalation. Any controversy or claim arising out of, relating to or in connection with this Agreement shall first be submitted by the parties in writing to a panel of two senior executives, one appointed by Nuclear Networking and one appointed by Customer, who shall promptly meet and confer in an effort to resolve such dispute. In the event the executives are unable to resolve any dispute within thirty (30) days after submission of the dispute and the parties have not agreed to an extension of the time within which the dispute may be resolved by the executives, either party may then refer such dispute to mediation in accordance with paragraph (b) hereof.
- Mediation. Except as provided below, any and all disputes arising from or relating to the subject matter of the terms of this Agreement shall be subject to mandatory mediation. Any settlement reached by way of such mediation shall be reduced to writing, and such writing may be enforced by any court having jurisdiction thereof. Costs of mediation shall be split equally between the Parties. The mediation shall take place in a mutually agreeable location (which may include remote mediation). Notwithstanding the foregoing, the Parties retain the right to seek and obtain preliminary or permanent injunctive relief from a court specified in Section 16(a). In the event the parties are unable to resolve any dispute within thirty (30) days after submission to mediation, either party may then refer such dispute to arbitration in accordance with Section 15 hereof.
- Continued Performance. Except where clearly prevented by a dispute arising under this Section 14, the parties shall continue performing their respective duties, obligations and responsibilities under this Agreement while the dispute is being resolved in accordance with this Section 14, unless and until such obligations are lawfully terminated or expire in accordance with the provisions hereof.
- ARBITRATION AGREEMENT.
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires you to arbitrate most disputes with Nuclear Networking and limits the manner in which you can seek relief from us.
- a. Applicability of Arbitration Agreement.You agree that any dispute between you and us relating in any way to the Services or this Agreement, will be resolved by binding arbitration, rather than in court, This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement. IF YOU AGREE TO ARBITRATION WITH NUCLEAR NETWORKING, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST NUCLEAR NETWORKING ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING COVERED CLAIMS AGAINST NUCLEAR NETWORKING ONLY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS ARBITRATION AGREEMENT.
- Arbitration Rules and Forum.The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Nuclear Networking Inc., 2149 S. Holly St., Suite 100, Denver, CO 80222. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; JAMS’s rules are also available at www.jamsadr.comor by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and you cannot obtain a waiver from JAMS, Nuclear Networking will pay an amount equal to any amounts in excess of what you would have had to pay to bring such claim in a court of law. Arbitrations shall take place in Denver, Colorado.
c. Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Nuclear Networking. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- Waiver of Jury Trial.YOU AND NUCLEAR NETWORKING HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Nuclear Networking are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in section 15(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class or Consolidated Actions.ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, in the event that this section 1(e) is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor we shall be entitled to arbitration of such claim or dispute and instead the applicable claim or dispute shall be resolved in a court as set forth in section 16(a).
f. Severability. Subject to section 15(e), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with Nuclear Networking.
- Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Nuclear Networking makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) of which you had already provided notice to Nuclear Networking.
- GENERAL PROVISIONS
- Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Colorado. For purposes of all claims brought under this Agreement, each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the City and County of Denver, Colorado.
- Entire Agreement. This Agreement, including all Order Forms provided by and entered with Nuclear Networking in connection herewith, constitutes the entire agreement between the parties with regard to its subject matter, supersedes all prior or contemporaneous agreements, commitments, representations, writings, and discussions between the parties, whether oral or written, shall apply in lieu of the terms or conditions in any Customer purchase order or other order documentation (all such terms or conditions shall be null and void), and there are no other agreements, representations, warranties, or commitments which may be relied upon by either party.
- Force Majeure. Neither party shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non-payment of money) on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, governmental action, labor conditions, epidemics, pandemics, endemics, or any other cause which is beyond the reasonable control of the party.
- Severability. If a court of competent jurisdiction finds any provision hereof invalid or unenforceable, that provision will either be amended to achieve as nearly as possible the intent of the parties, or if the amendment is not possible the offending provision shall be deemed struck, and the remainder of this Agreement will remain in full force and effect.
- Construction. The captions and headings in this Agreement are for convenience only and shall not affect the construction and interpretation of any provision of this Agreement.
- Counterparts. Where this Agreement is executed in hard copy and not entered into by online acceptance, this Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
FREQUENTLY ASKED QUESTIONS
Google Analytics Access
“What if I am unable to provide Google Analytics admin access at the account level?”
Nuclear Networking may not be able to build and report on social demographic profiles, conversions, lead tracking, ADS metrics, campaign performance, ADS conversions, ADS leads, ADS social demographics, established baseline metrics, set up high-level performance reporting, and more. This may result in less effective service.
Website and Platform Access
“What if I am unable to provide top-level / admin access to the backend of the website?”
Nuclear Networking may not be able to properly track conversions, complete on-site optimization, implement features like click-to-call, set up a proper sitemap, download and maintain beneficial plugins, edit robot text files, set up 301-redirects, implement site speed optimization, implement efficient micro tagging, implement or access webmaster tools, and more. Nuclear Networking will also be unable to efficiently monitor spam and crawl errors, index content, or set up high-level performance reporting. This may result in less effective service.
File System Access
“What if I am unable to provide FTP/SFTP access”
Nuclear Networking may not be able to efficiently edit the robot text file, set up 301-redirects, implement site speed optimization, or recover from site crashes. This may result in less effective service.
Google My Business Access
“What if I am unable to provide Google My Business access”
Nuclear Networking may not be able to properly connect Ads, optimize the platform to be Google friendly, adjust company information, link the profile, correct crawler inconsistencies, and more. Nuclear Networking wouldn’t be able to take full advantage of location-based marketing features in Ads, to the detriment of businesses that target a local service area. This may result in less effective service.
Google Ads Account Access
“What if I am unable to provide past Ads account access”
Nuclear Networking may not be able to manage old ads that will compete with new campaigns, correct previous mistakes that would hinder the success of new campaigns, apply negative/ non-converting keywords, optimize the initial budget, manage the account or apply any of the past research to new builds. This may result in less effective service.
YouTube Channel Access
“What if I am unable to authorize top-level YouTube channel access”
Nuclear Networking may not be able to report on viewing audience demographics for any video campaigns or take advantage of opportunities to target audiences more effectively. This may result in less effective service.
Copy and Design Approval
“What if I am unable to deliver campaign requirements and/or approve ad copy/paid marketing opportunities in a timely fashion”
Nuclear Networking may not be able to launch a client’s campaign on the scheduled or preferred dates. Not all campaign requirements may be met. Nuclear Networking may not be able to take advantage of opportunities to improve the performance of a client’s paid ad account. This may result in less effective service.
Site Updates and Recommendations
“What if I am unable to implement Nuclear Networking’s site updates or recommendations in a timely fashion?”
Nuclear Networking service results may be affected resulting in less desirable results. Nuclear Networking may not be able to launch a client’s campaign on the scheduled or preferred dates. Not all campaign requirements may be met. Nuclear Networking may not be able to take advantage of opportunities to improve the performance of a client’s SEO campaign or paid ad account. This may result in less effective service.
This policy also explains your choices about how we use information about you. Your choices include how you can object to certain uses of information about you and how you can access and update certain information about you. If you do not agree with this policy, do not access or use our Services or interact with any other aspect of our business.
Where we provide the Services to an organization (for example your employer) that organization controls the information processed by the Services, and our Services are governed by our
What information we collect about you
We collect information about you when you provide it to us, when you use our Services, and when other sources provide it to us, as further described below.
Information you provide to us
We collect information about you when you input it into the Services or otherwise provide it directly to us. We collect information about you when you register for an account, create or modify your profile, set preferences. For example, you provide your contact information and, in some cases, billing information when you register for the Services. The Services include the Nuclear Networking products you use, where we collect and store content that you post, send, receive and share. This content includes any information about you that you may choose to include. We collect certain payment and billing information when you register for certain paid Services.
Information we collect automatically when you use the Services
Information we receive from other sources
We may receive information about you from other Service users, from third-party services, from our related companies, and from our business and channel partners. Other users of our Services may provide information about you when they submit content through the Services. We may receive information about you when you or your administrator integrate or link a third-party service with our Services. For example, if you create an account or log into the Services using your Google credentials, we receive your name and email address as permitted by your Google profile settings in order to authenticate you. We may work with a network of partners who provide consulting, implementation, training and other services around our products. Some of these partners also help us to market and promote our products, generate leads for us, and resell our products. We receive information from these partners, such as billing information, billing and technical contact information, company name, what Services you have purchased or may be interested in, evaluation information you have provided, what events you have attended, and what country you are in.
How we use the information we collect
How we use the information we collect depends in part on which Services you use, how you use them, and any preferences you have communicated to us. Below are the specific purposes for which we use the information we collect about you.
To provide the Services and personalize your experience:
We use information about you to provide the Services to you, including processing transactions with you, authenticating you when you log in, provide customer support, and operate and maintain the Services.
For research, performance, analytics, and development:
We are always looking for ways to make our Services smarter, faster, more secure, integrated, and useful to you. We use observations and data about how people use our Services and feedback provided directly to us to troubleshoot and to identify trends, usage, activity patterns, and areas for integration and improvement of the Services.
To communicate with you about the Services:
We use your contact information to send communications via phone, email, and within the Services, we also may send you communications as you onboard to a particular Service to help you become more proficient in using that Service. These communications are part of the Services and in most cases, you cannot opt-out of them. If an opt-out is available, you will find that option within the communication itself or in your account preferences inside the Service.
To market, promote and drive engagement with the Services:
We use your contact information and information about how you use the Services to send promotional communications that may be of specific interest to you, including by email and by displaying Nuclear Networking ads on other companies’ websites and applications, as well as on platforms like Facebook and Google. These communications are aimed at driving engagement and maximizing what you get out of the Services, including information about new features, survey requests, newsletters, and events we think may be of interest to you. We also communicate with you about new product offers, promotions, and contests. You can control whether you receive these communications as described below under Opt-out of communications.
We use your information to resolve technical issues you encounter, to respond to your requests for assistance, to analyze crash information, and to repair and improve the Services.
For safety and security:
We use information about you and your Service use to verify accounts and activity, to monitor suspicious or fraudulent activity and to identify violations of Service policies.
To protect our legitimate business interests and legal rights:
Where required by law or where we believe it is necessary to protect our legal rights, interests, and the interests of others, we use information about you in connection with legal claims, compliance, regulatory, and audit functions, and disclosures in connection with the acquisition, merger or sale of a business.
With your consent:
We use information about you where you have given us consent to do so for a specific purpose not listed above. For example, we may publish testimonials or featured customer stories to promote the Services, with your permission.
Sharing with third parties
We share information with third parties that help us operate, provide, improve, integrate, customize, support and market our Services.
Compliance with Enforcement Requests and Applicable Laws; Enforcement of Our Rights: In exceptional circumstances, we may share information about you with a third party if we believe that sharing is reasonably necessary to (a) comply with any applicable law, regulation, legal process or governmental request, including to meet national security requirements, (b) enforce our agreements, policies and terms of service, (c) protect the security or integrity of our products and services, (d) protect Nuclear Networking, our customers or the public from harm or illegal activities, or (e) respond to an emergency which we believe in good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person.
How we store and secure the information we collect
Information storage and security
We use data hosting service providers in the United States, to host the information we collect, and we use technical measures to secure your data. While we implement safeguards designed to protect your information, no security system is impenetrable and due to the inherent nature of the Internet, we cannot guarantee that data, during transmission through the Internet or while stored on our systems or otherwise in our care, is absolutely safe from intrusion by others.
Other important privacy information
Our policy towards children
The Services are not directed to children under 13 years of age. We do not knowingly collect personal information from children under 13 years of age. If we become aware that a child under 13 years of age has provided us with personal information, we will take steps to delete such information. If you become aware that a child has provided us with personal information, please contact support@NuclearNetworking.com.
Your information is controlled by Nuclear Networking Inc. If you have questions or concerns about how your information is handled, please direct your inquiry to us through the contact details below:
Nuclear Networking Inc
2149 S Holly St Suite 100, Denver, CO 80222