Nodes World

TERMS OF USE

Welcome to the Nodes World websites.

Please read these Terms of Use (the “Agreement” or “Terms of Use”) carefully before using our website (the “Site”). By using the Site, even just browsing, you agree to be bound by this Agreement.

These Terms of Use constitute a legally binding contract between you and Nodes World, LLC, the owner and operator of the Site (the “Company”). If you have any questions about its meaning you should consult with an attorney before using the Site.

IF YOU DO NOT UNDERSTAND OR DO NOT AGREE WITH THESE TERMS OF USE,

PLEASE DO NOT USE THE SITE

Summary of Service

This is an electronic platform where you can find:

  • News, opinion, and data about local economies
  • Information about local economic development projects
  • Databases related to economic and business reports
  • Information about equity crowdfunding investment opportunities and secondary trading markets
  • Other information about local economic development

You can also participate in blogs and chat rooms, read educational materials, and take advantage of other features that we might add from time to time. We refer to everything we do on the Site as the “Service.”

We refer to anyone who uses the Site, even just to browse, as a “User.” However, to access some features of the Site, you need to register and provide a password.

We refer to the images, text, and other content you see on the Site as “Content.” On some parts of the Site, Users can upload Content.

Acceptance of Terms; Changes in Terms

If you use the Site, even just to browse, you will be deemed to have consented to the terms of this Agreement. We may also ask you to indicate your consent more formally by checking a box or otherwise taking an affirmative action.

The Service is offered subject to acceptance of all of the terms and conditions contained in these Terms of Use and all other operating rules, policies, and procedures we may publish on the Site, which are incorporated by reference.

The Company may, at its sole discretion, modify or replace these Terms of Use by posting the updated terms on the Site. Unless otherwise indicated by the Company, any changes will become effective on a prospective basis from the date of posting. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

The Company reserves the right to change, suspend, or discontinue the Service or any of its features at any time for any reason. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

Eligibility

To use the Site you must be at least 18 years old and of legal age in your jurisdiction to form a binding contract. If you are not, you must stop using the Site.

We may, in our sole discretion, refuse to offer the Service to any person or entity and/or change our eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.

Relationship to Privacy Policy and Other Contracts

Our Privacy Policy is part of this Agreement.

In addition, we may ask that you agree to other terms and conditions depending on your use of the Site. For example, we will have investors sign other documents at the time they invest. If the terms of those other agreements conflict with these Terms of Use, then the terms of those other agreements will prevail. Otherwise, these Terms of Use will remain in force.

Except for the documents referenced in the preceding paragraph, there are no agreements or understandings concerning your use of the Site that are not reflected in this Agreement.

Registration

You may browse the Site without registering, but as a condition of using certain aspects of the Service, you may be required to register with the Company and select a screen name (“User ID”) and password. You promise to provide accurate, complete, and updated registration information. You shall not use as a User ID any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a User ID.

You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. We will treat anyone who uses your User ID and password as “you” for all purposes, and we will hold you responsible for the activities of the person using your password. You will never allow any other person to use your account, nor will you use the account of any other User. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach.

Electronic Delivery

You consent to receive from the Company all communications including notices, agreements, legally required disclosures, or other information in connection with the Services electronically. The Company may provide the electronic notices by posting them on the Site. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the Services.

Use of Site

You will use the Site only for the purpose for which it was intended, i.e., to learn about local economies and local investment opportunities. You will not use the Site for any other purpose, whether personal or commercial. The Service is provided only for your own personal, non-commercial use, except as otherwise provided. You are responsible for all of your activity in connection with the Service.

Code of Conduct

You will not:

  • Upload, email, or otherwise transmit any images or other Content that are unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable.
  • Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private, or sensitive information about another person, without that person’s consent.
  • Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing.
  • Post Content that is false, misleading, or inaccurate.
  • Infringe any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.
  • Transmit materials that contain any viruses or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
  • Use the Service to artificially generate traffic or page links.
  • Use the Service in a manner that breaches any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
  • Use the Site in a manner that could disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site, such as through sending “spam” email.
  • Seek to obtain access to any materials or information through “hacking,” “data harvesting,” or through other means we have not intentionally made available to you through the Site.
  • Use the Site to violate any law, statute, or regulation (including, without limitation, those governing securities regulation, consumer protection, unfair competition, anti-discrimination, or false advertising) or for any other unlawful purpose.

Additionally, you shall not: (i) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.

You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.

Our Obligation to Enforce Code of Conduct

We will enforce the Code of Conduct described above wherever we become aware of violations and deem enforcement to be necessary. However, we do not necessarily monitor the Site for violations and are not liable for any harm or damages caused to Users by another User’s violation of the Code of Conduct. If you believe the Code of Conduct is being violated, please contact us.

Our Right to Monitor

We may monitor your use of the Site, including email, and other Content you transmit through the Site, (ii) remove, edit, or refuse to post Content, (iii) restrict access from certain websites or other resources, and (iv) take any other actions we deem necessary in our sole discretion to protect our community of Users and our resources. You cannot expect that communications through the Site will remain private from us.

Our Right to Terminate Use

We reserve the right, with or without notice, to terminate or suspend your access to some or all of the Site if we conclude, in our sole discretion, that you have breached our Code of Conduct or these Terms of Use.

Permission to Use Information

Subject to our Privacy Policy, you hereby give permission to us and to our third-party suppliers and service providers to use the information you provide in any way we believe necessary or appropriate to provide the Services.

Investment Warnings

Our Site will display certain investment opportunities. However, we do not make recommendations regarding the appropriateness of any particular opportunity for any particular investor. We are not investment advisers. Investors must make their own investment decisions, either alone or with their personal advisors.

Investing in opportunities listed on our Site is likely to be very risky and unpredictable. You should invest in opportunities listed at the Site only if you can afford to lose your entire investment.

We may provide financial projections for some of the investment opportunities listed on the Site. All these financial projections are only estimates based on current conditions and current assumptions. The actual result of any investment is likely to be different than the original projection, often by a large amount. Neither we nor anyone else guarantees the results reflected in financial projections.

Neither the Securities and Exchange Commission nor any state agency has reviewed the investment opportunities listed on the Site.

Our Right to Conduct Background Checks

By subscribing for any investment opportunity listed on the Site, you give us permission to conduct background checks on you – for example, credit checks, checks to ensure compliance with anti-terrorism and anti-money laundering laws, and other background checks we believe are necessary to comply with law or protect our interests or the interests of other Users.

Tracking Visits and Use

To improve the Site and for our own business purposes, we may compile records of your visits to the Site and/or your visits to or use of various elements of the Site (for example, how many investment opportunities you view). All of this information is confidential and subject to our Privacy Policy.

Disparagement

You will not disparage the Company, the Site, or any other User.

Submitting Content

You submit Content (such as by posting on blogs or discussion boards) subject to the following rules:

  • You grant to us and other Users a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses your Content, and to sublicense the same rights to others, with or without compensation. No compensation will be paid to you for any such use.
  • Your privacy is not protected with respect to any Content you submit, including your name, address, photographs, etc. We cannot guaranty that that other Users will use your Content in an appropriate or fair manner, or in a manner otherwise anticipated by you. Please use caution.
  • You will be solely responsible for any damage or loss to any party caused by your Content.
  • If you suggest improvements to the Site or our business, we may use your suggestions without acknowledging that they came from you or paying you for them.
  • The Company reserves the right, at any time, for any reason, and without notice, to block, remove, edit, or modify any Content you submit. The Company reserves the right not to comment on the reasons for any of these actions.

Ownership of Intellectual Property

The Company owns or has the legal right to use all of the intellectual property associated with the Site and the Services. This includes, but is not limited to, our name, our trademarks and copyrights, the design of the Site, our trade secrets, our business methods, any artwork, text, video, photographs, or audio used on the Site, and our logos, tag lines, and trade dress.

Similarly, our third-party suppliers and service providers own or have the legal right to use all of the intellectual property associated with the services and technology they provide.

You have no interest in any of this intellectual property, other than the right (which we may terminate or suspend) to use the Site and the Services in accordance with these Terms and Conditions. You shall not duplicate, publish, display, distribute, modify, create derivative works from, or exploit our intellectual property or the intellectual property of our third-party suppliers and service providers in any way.

In accordance with the Digital Millennium Copyright Act, the Company has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. The Company also may terminate User accounts even based on a single infringement.

Your Duty of Confidentiality        

The term “Confidential Information” means information (i) that is designated as “Confidential” or “Proprietary” at the time of disclosure or within a reasonable period thereafter, (ii) that is only available to Users who have registered at the Site, or (iii) a reasonable person would understand to be Confidential.

Confidential Information includes:

  • Our business policies and practices, strategic plans, pricing, financial information and projections, marketing information and strategies;
  • The names of Users of the Site;
  • Information relating to projects listed on the Site, including but not limited to financial projections, project details, and the names of project sponsors, borrowers, and investors;
  • Confidential information of our third-party suppliers and service providers; and
  • Information received from third parties that we are obligated to treat as confidential.

You shall keep all Confidential Information in confidence, and not use Confidential Information for any purpose other than as contemplated by the Site. You will use at least the same degree of care in safeguarding Confidential Information as you use in safeguarding your own confidential information and trade secrets, such as your social security number and secret business plans.

Notwithstanding the preceding paragraph, you may disclose Confidential Information if you are required to do so by legal process, provided that you promptly notify us in advance so we can seek a protective order or other relief.

Third-Party Sites

To use the Services, you may be required to visit other websites, include websites for payment processing or document signatures. In addition, the Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site.

When you access third-party websites, you do so at your own risk. Those other websites are not under the Company’s control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource, or for any breaches of your personal information that occur through such third-party websites.

Copyright Notifications

The Company will remove infringing materials in accordance with the Digital Millennium Copyright Act if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify the Company’s copyright agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on the Site, sufficient for the Company to locate the material;
  • Your address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

If you believe that your work has been removed or disabled by mistake or misidentification, please notify the Company’s copyright agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):

  • A physical or electronic signature of the user of the Services;
  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • A statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
  • The subscriber’s name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under subscriber (c)(1)(C) or an agent of such person.

Under the Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability.

If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.

Our designated copyright agent for notice of alleged copyright infringement is:

Alexis Arena, Esq.

Flaster/Greenberg P.C.

1835 Market St.

Suite 1050

Philadelphia, PA 19103

(215) 279-9908 t

alexis.arena@flastergreenberg.com

Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

Without limiting the preceding paragraph, the Company, and its directors, employees, agents, suppliers, partners, and content providers do not warrant that (i) the Service will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the Service is free of viruses or other harmful components; or (iv) the results of using the Service will meet your requirements. Your use of the Service is solely at your own risk. Some states or countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

Electronic Communications Privacy Act Notice (18 USC §2701-2711): THE COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

Similarly, we also expressly disclaim any and all warranties on behalf of our third-party suppliers and service providers.

Data Breaches

Although we will try to protect the privacy of the information you provide to us, we cannot guaranty that our systems will not be breached, just as the systems of large retailers, banks, and even governmental agencies have been breached.

In addition, to when you use our Services you might be required or permitted to visit other websites. We take no responsibility for the security of their systems. See “Third Party Sites” above.

Limitations of Liability

IN NO EVENT SHALL THE COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity

You shall defend, indemnify, and hold harmless the Company, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees and other legal costs, that arise from or relate to your use or misuse of, or access to, the Service and Content, including through third-party websites, or otherwise from your submissions, violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.

Your Disputes with Other Users

You will not include us in any dispute you have with another User.

Assignment

You may not assign any part of your interest in this Agreement, or transfer your User account to another person.

The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent.

Third Party Beneficiaries

Our third-party suppliers and service providers are intended beneficiaries of this Agreement, with respect to the terms that apply to them.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Pennsylvania and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Company and its Services are deemed a passive website that does not give rise to personal jurisdiction over the Company or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than Pennsylvania.

Mandatory Arbitration

You agree that:

  • Any claim, dispute, or controversy arising out of, relating to, or connected in any way with the Site or our Services, Privacy Policy, or Terms of Use that you may have against the Company, other than Excluded Claims (as defined below), shall be resolved exclusively by arbitration, rather than through the court system.
  • Any claim we may have against you arising out of your activities with respect to the Site, other than Excluded Claims (as defined below), shall similarly be resolved exclusively by arbitration.
  • This arbitration shall be administered by the American Arbitration Association (“AAA“) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures“) (available at http://www.adr.org).
  • The arbitration shall be held in Atlanta, Georgia or at another location that you and we select by mutual agreement.
  • There shall be no authority for any claims to be arbitrated on a class or representative basis. The arbitrator is authorized to decide only your or our individual claims; and he or she shall not consolidate or join the claims of other persons or parties who may be similarly situated (the “IndividualClaims-Only Requirement“).

The term “Excluded Claims” means:

  • A claim where we allege that you have infringed upon our intellectual property or the intellectual property of any third party.
  • Claims arising from your investment in a project.
  • Claims explicitly covered by another agreement.
  • Claims between you and another User.
  • Any claim of any nature, if the Individual-Claims-Only Requirement is determined to be invalid.

Excluded Claims may be subject to arbitration if, and only if, a separate agreement so provides. Otherwise, Excluded Claims shall be adjudicated through the court system.

Survival of Terms

This Agreement shall continue to apply even if you are no longer a User.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced, provided that each party can obtain substantially all of the benefits contemplated initially. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our rights with respect to subsequent breaches.

Contact Information

If you have any questions about this Agreement, the Site, or the Services, please contact us at contact@nodes.world.

Last Updated: 2/14/2019

NODES.WORLD, LLC CONTENT PARTNER SERVICE DEFINITION:

The following pertains to subscribers to the “Content Partner” service available on Nodes.World for $39.99 per month.

The term “Nodes.World, LLC Service” or “Nodes.World, LLC Content” shall mean any news, content and data feeds, software (whether web based, preinstalled, on a medium or offered by download), Nodes.World, LLC Services,  websites (including, without limitation Nodes.World, LLC.com) and all other software, features, tools, web sites and services provided by or through Nodes.World, LLC and its business divisions (collectively “Nodes.World, LLC”) and Nodes.World, LLC’s third-party vendors.

GRANT OF LIMITED LICENSE:

Nodes.World, LLC hereby grants to you a revocable, non-transferable, non-sub licensable, non-exclusive and limited license worldwide to use the Content for the Permitted Uses (as defined below).

Unless the activity or use is a Permitted Use, it is prohibited. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Nodes.World, LLC or the supplier of the Content, as the case may be.

You may use and/or display Nodes.World, LLC content provided to you only part of your paid and current Nodes.World, LLC Service subscription and only in full and complete compliance with these terms of service. All Nodes.World, LLC provided and/or licensed content, news or services must be immediately removed and/or deleted from any website, page, cache or storage medium on the suspension or termination of your account.

Use beyond the scope of this license will constitute copyright infringement and/or a material violation of these Terms and Conditions.

PERMITTED USES:

You may only use the Content for display and editorial use only and shall mean any usages which are deemed “informational”, “editorial”, “newsworthy”, “non-commercially educational” or “documentary” in their use and could reasonably be expected to conform to First Amendment Constitutional Rights in the United States, or similar rights in other countries.

You may display and use the Content on only one (1) website subject to the Prohibited Uses and the other terms of this Agreement.

If you require the Content to be in more than one (1) website you must obtain an account for each website or obtain an Extended License from Nodes.World, LLC.

You may make one (1) copy of the Content solely for back-up purposes, and you must reproduce all required or copyright or proprietary notices on this single back-up copy.

You may reprint the content in one (1) print publication that you own, operate, or control.

Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Broadcast Uses” of Content:

  1. Website
  2. Intranet
  3. Online web display
  4. Print
  5. any other use as approved in writing by Nodes.World, LLC

PROHIBITED USES

You may not do anything with the Content that is not expressly permitted in the preceding section or permitted by an Extended Use License. For greater certainty and clarity, the following are “Prohibited Uses” and you may not:

  1. use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
  2. use the Content in a fashion that is considered by Nodes.World, LLC (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
  3. use the content within an advertisement, advertorial, commercial, promotional or advertising related nature, such as fictional films, press releases, TV shows, commercials of any sort, advertisements or anything else which could be construed as promotion or endorsement of a product or service, person or other entity.
  4. to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
  5. remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
  6. sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
  7. install and use the Content in more than one website, publication or location at a time without an Extended License;
  8. use the Content without including the required notices or disclaimers.
  9. use the Content in website design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
  10. use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed template websites);
  11. use the Content in any product or other items for resale, license or other distribution for profit;
  12. use the Content in any manner that imposes or may impose (in Nodes.World, LLC’s sole discretion) an unreasonable or disproportionately large load on Nodes.World, LLC’s network or infrastructure or bypass any measures used by Nodes.World, LLC to prevent or restrict access to the Site.
  13. use any of the content to send unsolicited bulk communications, including through e-mail or instant messages.

LIQUIDATED DAMAGES NOTICE: Customer acknowledges that damages resulting from breach of this section will cause loss and be extremely damaging to Nodes.World, LLC, The parties acknowledge however, that such losses, costs and damages are difficult to ascertain, calculate and foresee. Therefore the Parties agrees that, in the event of breach of these PROHIBITED USES on the part of the Customer, the Customer shall pay to Nodes.World, LLC, the sum of US $1250 dollars for each and every news article, and/or for each piece of content that is in breach and/or violation.  Such payment is not a penalty but is for liquidated damages sustained, it being mutually agreed and understood between the parties hereto that such amount is reasonable as liquidated damages.

—–

REQUIRED NOTICES

The following notices and disclaimers are required to be displayed as part of your use of Nodes.World, LLC content.

The Nodes.World, LLC content placed used by subscriber shall be credited to Nodes.World, LLC or the content shall bear copyright and trademark notices as Nodes.World, LLC has provided and/or designated:

For text: The reporter or commentators’ byline.

For photos: The photographers’ byline.

For graphics: The designers’ byline.

For audio: The reporter or commentator’s byline.

For video: The reporter or commentator’s byline.

LIQUIDATED DAMAGES NOTICE: Customer acknowledges that damages resulting from breach of this section will cause loss and be extremely damaging to Nodes.World, LLC, The parties acknowledge however, that such losses, costs and damages are difficult to ascertain, calculate and foresee. Therefore the Parties agrees that, in the event of breach of these Terms of Service contract on the part of the Customer, the Customer shall pay to Nodes.World, LLC, the sum of US$1250 dollars for each and every news article, and/or instance of breach and/or violation.

Such payment is not a penalty but is for liquidated damages sustained, it being mutually agreed and understood between the parties hereto that such amount is reasonable as liquidated damages.

SERVICE RATES:

Subscriber acknowledges that the nature of the service furnished and the initial rates and charges have been communicated to Subscriber. Subscriber is aware that Nodes.World, LLC may prospectively change the specified rates and charges from time to time. Any promotional offer is contingent upon Company achieving and maintaining its cost of service goals including but not limited to rates charged to company by its suppliers.

TERM OF SERVICE:

For Monthly On Demand Accounts, the term of Service is one (1) calendar month and up to the maximum mumber of data results allowed for the account level and shall automatically renew for additional monthly terms unless terminated, or renewed, pursuant to this agreement.

For monthly subscription accounts, the term of Service is one (1) calendar month and shall automatically renew for additional monthly terms unless terminated pursuant to this agreement.

PAYMENTS AND FEES:

 All payments to Nodes.World, LLC are final and non-refundable and due in advance unless provided otherwise in your subscription plan.

Subscribers are billed automatically in advance of the account renewal date that corresponds with the date you originally signed up for service with Nodes.World, LLC.

If any credit/debit card is declined by the issuing bank because the billing record at Nodes.World, LLC shows that the card has expired, Nodes.World, LLC reserves the right to extend the expiration date of the card in our records and re-attempt to process the credit card charge with the revised expiration date.

Establishment of this service is dependent upon receipt by Nodes.World, LLC of payment of subscription charges and fees. Subsequent payments are due on or before the anniversary date of the month for that month’s service and will be made automatically using the credit/debit card provided by the Subscriber.

REFUND AND DISPUTES:

All payments to Nodes.World, LLC are non-refundable. This includes any one time setup fee (if any) and subsequent charges, regardless of usage.

All suspected overcharges or billing disputes must be reported within seven (7) days of the time the disputed billing occurred. If you dispute a charge to your credit card issuer that, in Nodes.World, LLC’s sole discretion is a valid charge under the provisions of the TOS and or AUP, you agree to pay Nodes.World, LLC an “Administrative Fee” of not less than $50 and not more than $250.

FAILURE TO PAY:

Nodes.World, LLC may temporarily or permanently deny service or terminate this Agreement upon the failure of Subscriber to pay charges when due. Such termination or denial will not relieve Subscriber of responsibility for the payment of all accrued charges, plus reasonable interest and any collection, attorney or court fees. Nodes.World, LLC shall be entitled to payment in full for the remaining term of the agreement.

DISCLAIMER OF WARRANTIES:

NOTHING IN THESE TERMS, INCLUDING SECTIONS WILL EXCLUDE OR LIMIT NODES.WORLD, LLC’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF LOSS OR DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND NODES.WORLD, LLC’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE AND THE CONTENT IS AT YOUR SOLE RISK AND THAT THE SERVICE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IN PARTICULAR, Nodes.World, LLC, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND THEIR SUPPLIERS, DO NOT REPRESENT OR WARRANT TO YOU THAT:

  1. YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS;
  2. YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
  3. ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND
  4. THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.

ANY CONTENT OBTAINED THROUGH THE USE OF THE Nodes.World, LLC SERVICSE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NODES.WORLD, LLC, OR THROUGH OR FROM THE SERVICE OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

NODES.WORLD, LLC, ITS LICENSORS AND THEIR SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY / FORCE MAJEUR:

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NODES.WORLD, LLC, ITS SUBSIDIARIES AND AFFILIATES, AND LICENSORS AND THEIR SUPPLIERS, WILL NOT BE LIABLE TO YOU FOR:

  • ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS); OR
  • ANY LOSS OR DAMAGE AS A RESULT OF:
  • ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE NODES.WORLD, LLC SERVICESS;
  • ANY CHANGES THAT NODES.WORLD, LLC MAY MAKE TO THE SERVICE, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE);
  • THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE;
  • YOUR FAILURE TO PROVIDE NODES.WORLD, LLC WITH ACCURATE ACCOUNT INFORMATION; OR
  • YOUR FAILURE TO KEEP YOUR COMPUTER, SYSTEMS, PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

THE LIMITATIONS ON NODES.WORLD, LLC’S LIABILITY TO YOU ABOVE WILL APPLY WHETHER OR NOT NODES.WORLD, LLC, ITS SUBSIDIARIES, AFFILIATES, LICENSORS OR THEIR SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.

PUBLICITY:

Subscriber agrees that Nodes.World, LLC may use your name, logo, website likeness and URL in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If You wish to use Nodes.World, LLC trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Branding”), You may do so, so long as such use is in compliance with this Agreement and in compliance with Nodes.World, LLC’s current Branding use guidelines. You may not modify or change Nodes.World, LLC Branding in any manner.

SUBSCRIBER OBLIGATION TO INDEMNIFY:

Subscriber agrees to indemnify, defend and hold Nodes.World, LLC, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. syndication partners, licensor’s, licensees, consultants and contractors) (collectively “Indemnified Person(s)”) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Service, the Site(s), and/or Your breach of any term of this Agreement.

CONFIDENTIALITY AND NON-DISCLOSURE:

Due to the proprietary nature of the Service and the valuable trade secrets of Nodes.World, LLC contained therein, Subscriber specifically agrees not to disclose or divulge any information whatsoever about the Service or the related business practices of Nodes.World, LLC, or direct others to do so without the prior express written consent of Nodes.World, LLC. In the event that Subscriber violates this section, Subscriber hereby agrees to waive all rights to any judicial appeal of this section and this determination, and hereby stipulates that a court of competent jurisdiction shall enter judgment in favor of Nodes.World, LLC. Subscriber acknowledges and agrees that this section shall in no way infringe upon the rights of Nodes.World, LLC to pursue other legal remedies or to collect other damages for additional or other legal causes of action, and that this section shall be applicable and enforceable regardless of whether Nodes.World, LLC pursues any other such legal remedies, and regardless of the outcome of any such actions.

INFORMATION RIGHTS:

Nodes.World, LLC may retain and use for its own purposes all information Subscriber provides, including but not limited to site demographics and contact and billing information. You agree that Nodes.World, LLC may transfer and disclose to third parties personally identifiable information about Subscriber for the purpose of approving and enabling Subscribers participation in the Service, including to third parties that reside in jurisdictions with less restrictive data laws than Nodes.World, LLC’s. Nodes.World, LLC disclaims any and all responsibility, and will not be liable to Subscriber, however, for any disclosure of that information by any such third party. Nodes.World, LLC may share aggregate (i.e., not personally identifiable) information with advertisers, business partners, sponsors, and other third parties. In addition, Subscriber grants Nodes.World, LLC the right to access, index and cache the Site(s), or any portion thereof, including by automated means including Web spiders or crawlers.

THIRD PARTY CONTENT:

Subscriber agrees and acknowledges that public display of some content be dependent on Subscriber securing permission and licensing of such information/material and that the use and the displahy of the  Material may be subject to any arrangements, licensing, or prohibitions imposed by a Third Party Provider , whether such arrangements, restrictions or prohibitions are imposed directly on Nodes.World, LLC in respect of its provision of the relevant Material to the Subscriber or on the Subscriber itself (under any separate Third Party Agreement) and whether requested or imposed prior to, on or at any time after the date of this Agreement

SYSTEM AND NETWORK SECURITY:

Subscribers are prohibited from violating or attempting to violate the security of the Nodes.World, LLC Network. Violations of system or network security may result in civil or criminal liability. Nodes.World, LLC will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.

LAWFUL USE ONLY:

You may use Nodes.World, LLC Service for lawful purposes only. You may not use the Nodes.World, LLC Service in any manner that;

  1. violates or infringes in any way upon the rights of others,
  2. is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent or otherwise objectionable,
  3. encourages conduct that would constitute a criminal offense,
  4. gives rise to civil liability,
  5. violates any policies posted in community areas or,
  6. otherwise violates any law.

You also may not undertake any conduct that, in Nodes.World, LLC’s judgment, restricts or inhibits any other subscriber from using or enjoying the Nodes.World, LLC Service.

DISCLOSURE TO LAW ENFORCEMENT:

Nodes.World, LLC specifically prohibits the use of our service for illegal activities. Therefore, Subscriber agrees that Nodes.World, LLC may disclose any and all subscriber information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification to the Subscriber. In addition, Nodes.World, LLC shall have the right to terminate all service set forth in this Agreement.

ELECTRONIC DELIVERY POLICY:

NODES.WORLD, LLC, AS AN ONLINE BUSINESS, TRANSACTS WITH AND COMMUNICATES WITH USERS ELECTRONICALLY. WHEN YOU SIGN UP FOR ANY NODES.WORLD, LLC SERVICE OR PRODUCT, YOU CONSENT TO RECEIVE ELECTRONICALLY FROM NODES.WORLD, LLC ANY PRIVACY OR OTHER NOTICES, AGREEMENTS, DISCLOSURES, REPORTS, DOCUMENTS, COMMUNICATIONS, OR OTHER RECORDS (COLLECTIVELY, “NOTICES”). You agree that Nodes.World, LLC generally can send you electronic Notices in either or both of the following ways: (1) to the e-mail address that you provided to Nodes.World, LLC during registration or (2) Nodes.World, LLC may post Notices on a welcoming screen or top page of the relevant Nodes.World, LLC Service or Product. You agree that certain premium services may also have their own Notice procedures.

COPYRIGHTS AND TRADEMARKS:

All copyrights and trademarks appearing on the Nodes.World, LLC Services Products are the property of their respective owners, including, without limitation, Nodes.World, LLC.

CHANGES TO THE SERVICE:

Nodes.World, LLC has the right at any time to change, modify, add to or discontinue or retire any aspect or feature of the Nodes.World, LLC Service including, but not limited to, the software, Content, hours of availability, equipment needed for access or use, the maximum network resource that will be allotted on Nodes.World, LLC servers and switches on your behalf either cumulatively or for any particular service or the availability of Nodes.World, LLC Services and Products on any particular device or communications service. Nodes.World, LLC has no obligation to provide you with notice of any such changes.