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The Service is provided as on an “as is” basis and Nanos shall provide reasonable technical support as further defined on the Platform.
The Service may only be used by the Customer and its authorized personnel for a permitted purpose. The customer is responsible for any unauthorized or unlawful acts of its personnel.
Payment of Fees
In consideration for the grant of the License (as further defined in Section VI) and the provision of the Services, the Customer shall pay Nanos the amounts set forth on each service order form as shown to you on the Platform (the “Fees”) in accordance with the payment terms stated. Payments shall be made in advance by credit card or other payment options provided to you. All Fees are stated and payable in USD or as otherwise shown on the Platform, and are exclusive of any taxes, customs, or charges including VAT.
Customers may not withhold or set off any Fees due to Nanos hereunder. Nanos may suspend the provision of the Services or any part thereof if any Fees due to be paid by the Customer to Nanos under these Terms and Conditions are overdue, and Nanos has given the Customer at least five (5) days written notice.
Customer Data License
The Customer retains the owner of all data provided by the Customer (the “Customer Data”) to Nanos for the purpose of the Service. The Customer grants Nanos the right during the performance of these Terms and Conditions (the “Term”) to use (including but not limited to publish, copy, store and edit) the Customer Data in any way reasonable to provide and further develop the Service and to create statistics, reports and research for internal or marketing use. This right is worldwide, non-exclusive and sub-licensable and no compensation is owed by Nanos.
License granted to Customer for using the Platform
Except for Customer Data, this Platform, the Service and the information and materials that it contains (including without limitation any analytics derived from use of the Service), are the property of NANOS and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to these Terms and Conditions and the payment of any applicable fees, NANOS grants you a non-transferable, non-exclusive, license to use the Platform and Service (the “License“).
Nothing in the Terms and Condition gives you a right to use the NANOS names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Platform. Any future release, update, or other addition to functionality of the Platform or Service shall be subject to these Terms and Conditions.
To the extent Customer connects his social network advertiser account (for example Google, Facebook, and Instagram) (the “Advertiser Account“) with his NANOS account, Customer hereby grants NANOS a non-exclusive, sub-licensable, worldwide, royalty-free license, during the term (the “Term”), to use the Advertiser Account and the respective data solely as necessary to provide the Services to Customer and to allow NANOS to perform its obligations to Customer under, and in line with, these Terms and Conditions. NANOS will require the log in credentials of the Customer Advertiser Account.
Refusal of providing the login credentials can result in restriction or denial of the Services. In the event Customer does not maintain an Advertiser Account and asks NANOS to open one on his behalf, NANOS shall maintain the login credentials and provide a copy of the same to the Customer.
Representations and Warranties
The Costumer represents, warrants, and covenants that the advertising content submitted through your account (i) will not violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights and ii) will not contain obscene, defamatory, illegal, unethical, or promote illegal behavior and iii) is free of any software virus or any other malicious computer code. NANOS will not be held responsible or will not be liable for any advertising content that is submitted through the platform.
NANOS uses reasonable efforts to ensure the availability of the Service but shall not be liable for planned downtime or any cause that is beyond NANOS’ control. NANOS does not warrant that the Service will be uninterrupted or error-free nor does make any warranty as to the results that may be obtained from the use of the Service.
The Services are distributed on an „as is“ basis without warranties of any kind, express or implied, including but not limited to no warranties of merchantability, non-infringement, title, or fitness for a particular purpose. You hereby acknowledge that use of the Services is at your sole risk.
Limitation of Liability
Notwithstanding anything in this Agreement to the contrary, NANOS, nor its directors, officers, shareholders, employees, agents or representatives shall have any liability under this Agreement (including in connection with any claims of any end-users or any other third party), for damages including but not limited to any punitive or exemplary damages, or any special, consequential, incidental or indirect damages, including lost profits, lost data, lost revenues and loss of business opportunity, whether or not the other Party was aware or should have been aware of the possibility of these damages.
Customer shall defend, indemnify and hold harmless NANOS and its officers, directors, shareholder, employees, affiliates and agents from and against all costs, damages, losses and expenses, including attorneys’ fees and other legal expenses, arising from any third-party claim that:
- the Customer Data, ad creatives, Customer’s Platform, Customer’s use of the Service, or other content violates any third party rights, including but not limited to infringement or violation of the Intellectual Property Rights or privacy rights of such third party;
- the Customer Data, ad creatives or other content are obscene, defamatory, illegal, unethical, or promote illegal behavior; or
- that Customer failed to obtain any necessary permit, license or consent in connection with these Terms and Conditions; or
- stems from Customer’s violation or alleged violation of any of its representations, warranties, and/or obligations under these Terms and Conditions; or
- arises out of software viruses or any other malicious computer code; or
- arises out of interference or disruption of the Platform or servers or networks connected to the Platform, disobedience of any requirement, procedure or regulation of networks connected to the Platform, or testing of the vulnerability of any system.
NANOS shall notify the Customer immediately after learning of any such claim. The Customer shall be entitled, by written notice to NANOS, to assume sole control of the defense of any such claim including negotiations and any settlement or compromise thereof at its own expense, provided that (a) no settlement, consent order or consent judgment which involves any placement of a financial burden or admission of any liability or wrongdoing, act or omission on the part of NANOS may be without NANOS’ prior written consent; and (b) the Customer informs NANOS of the status of such claim regularly.
NANOS may without prior notice immediately terminate your ability to access the Platform, Service or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms and Conditions or any other agreement that you may have with NANOS (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the Platform (or any part thereof), (d) unexpected technical, security or legal issues or problems, (e) participation by you, directly or indirectly, in fraudulent or illegal activities or (f) you become insolvent or are unable to meet your debts.
A consequence of the termination of your access to the Platform or Service may result in the removal of Customer Data. You acknowledge and agree that all terminations may be made by NANOS in its sole discretion and that NANOS shall not be liable to you or any third party for any termination of your access or for the removal of any Customer Data.
These Terms and Conditions are 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 hereof.
VERSION EFFECTIVE AS OF DECEMBER 1, 2018.