NEXTICY TERMS OF SERVICE

Thanks for using Nexticy! These terms of service ("Terms") cover your use and access to the services, client software and websites ("Services") provided by Poem LLC. Our Privacy Policy explains how we collect and use your information while our Acceptable Use Policy outlines your responsibilities when using our Services.
You may not use the Services if you do not agree to the Terms. You may accept the Terms (a) by selecting “I agree” to these Terms, (b) by using the Services in any way, such as downloading or uploading any Materials made available via the Services by Nexticy, you, or other Users, or (c) by merely browsing the Services. By using our Services, you're agreeing to be bound by these Terms, and to review our Privacy and Acceptable Use policies. If you're using our Services for an organization, you're agreeing to these Terms on behalf of that organization.

Your Material & Your Permissions

When you use our Services, you provide us with things like your files, and user-generated content, ("Your Material"). Your Stuff is yours. These Terms don't give us any rights to Your Material except for the limited rights that enable us to offer the Services.
We need your permission to do things like hosting Your stuff, backing it up when you ask us to. You give us permission to do those things, and this permission extends to trusted third parties we work with.

Your Responsibilities

You're responsible for your conduct, Your Stuff and you must comply with our Acceptable Use Policy. Content in the Services may be protected by others' intellectual property rights. Please don't copy, upload, download or share content unless you have the right to do so. We may review your conduct and content for compliance with these Terms and our Acceptable Use Policy. With that said, we have no obligation to do so. We aren't responsible for the content people post and share via the Services. Please safeguard your password to the Services, make sure that others don't have access to it, and keep your account information current. Finally, our Services are not intended for and may not be used by people under the age of 13. By using our Services, you are representing to us that you're over 13.

Acceptable Use Policy

Nexticy is used by many people, and we're proud of the trust placed in us. In exchange, we trust you to use our services responsibly. You agree not to misuse the Nexticy services ("Services"). For example, you must not, and must not attempt to do the following:

  • probe, scan, or test the vulnerability of any system or network;
  • breach or otherwise circumvent any security or authentication measures;
  • access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven't been invited to;
  • interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
  • access or search the Services by any means other than our publicly supported interfaces (for example, "scraping");
  • send unsolicited communications, promotions or advertisements, or spam;
  • send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
  • promote or advertise products or services other than your own without appropriate authorization;
  • abuse the Services in a manner that circumvents their storage space limits;
  • sell the Services or Services accounts via unauthorized channels;
  • publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred;
  • violate the law in any way including storing, publishing or sharing material that's fraudulent, defamatory, misleading, or that violates the privacy or infringes the rights of others;
  • to copy or imitate part or all of the design or layout of the Service, which are protected by Intellectual Property Rights

Software

Some of our Services allow you to download client software ("Software") which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we'll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

Our Stuff

The Services are protected by copyright, trademark, and other US and foreign laws. These Terms don't grant you any right, title or interest in the Services, others' content in the Services, Poem LLC trademarks, logos and other brand features. You have no obligation to provide Poem LLC with ideas, suggestions or proposals (“Feedback”). However, if you submit Feedback to Poem LLC, we may use it for any purpose without compensation to you.

Paid Accounts

  • Billing. You can add paid features to your account (turning your account into a "Paid Account"). We'll automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. You're responsible for all applicable taxes, and we'll charge tax when required to do so.
  • No Refunds. You may cancel your Nexticy Paid Account at any time but you won't be issued a refund. Subscription Fees are non-refundable.
  • Downgrades. Your Paid Account will remain in effect until it's cancelled or terminated under these Terms. If you don't pay for your Paid Account on time, we reserve the right to suspend it or reduce your storage to free space levels.
  • Changes. We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account. Subscription Fees may change only at the end of your subscription period.
  • Termination. You're free to stop using our Services at any time. We also reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Services if you're not complying with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others' use of the Services. Except for Paid Accounts, we reserve the right to terminate and delete your account if you haven't accessed our Services for 12 consecutive months. We'll of course provide you with notice via the email address associated with your account before we do so.

Services "AS IS"

We strive to provide great Services, but there are certain things that we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, POEM LLC AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states don't allow the disclaimers in this paragraph, so they may not apply to you.

Limitation of Liability

POEM LLC USES REASONABLE EFFORTS TO MAKE THE SERVICES AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK. HOWEVER, THERE WILL BE OCCASIONS WHEN THE SERVICE WILL BE INTERRUPTED FOR MAINTENANCE, UPGRADES AND REPAIRS, OR AS A RESULT OFFAILURE OF TELECOMMUNICATIONS LINKS AND EQUIPMENT THAT ARE BEYOND OUR CONTROL. POEM LLC WILL TAKE REASONABLE STEPS TO MINIMIZE SUCH DISRUPTION, TO THE EXTENT IT IS WITHIN OUR REASONABLE CONTROL. CERTAIN SERVICES MAY NOT BE AVALIABLE IN ALL LANGUAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL POEM LLC , ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT POEM LLC HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $15 OR THE AMOUNTS PAID BY YOU TO POEM LLC FOR THE PAST 12 MONTHS OF THE SERVICES IN QUESTION. Some states don't allow the types of limitations in this paragraph, so they may not apply to you.

Resolving Disputes

Let's Try To Sort Things Out First. We want to address your concerns without needing a formal legal case. Before filing a claim against POEM LLC , you agree to try to resolve the dispute informally by contacting dispute-notice@nexticy.com. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or POEM LLC may bring a formal proceeding.

  • We Both Agree To Arbitrate. You and POEM LLC agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
  • Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Salt Lake City(Utah), or any other location we agree to.
  • Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. Nexticy will pay all arbitration fees for claims less than $15,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. POEM LLC will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
  • Exceptions to Agreement to Arbitrate. Either you or POEM LLC may assert claims, if they qualify, in small claims court in Salt Lake City (Utah) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
  • No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.
  • Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and POEM LLC agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Salt Lake City (Utah). Both you and POEM LLC consent to venue and personal jurisdiction there.
  • Controlling Law. These Terms will be governed by Utah law except for its conflicts of laws principles.

Entire Agreement

These Terms constitute the entire agreement between you and POEM LLC with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

Waiver, Severability & Assignment

POEM's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. POEM LLC may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Copyright

Poem LLC respects the intellectual property rights of others and expects its users to do the same. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported using our DMCA Process. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Nexticy will respond expeditiously to claims of copyright infringement committed using our service and/or our website (http://nexticy.com/) if such claims are reported to Nexticy Designated Copyright Agent identified in the sample notice below. If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements by completing the following DMCA Notice of Alleged Infringement and delivering it to Nexticy Designated Copyright Agent. Upon receipt of Notice as described below, POEM LLC will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers.

DMCA Notice of Alleged Infringement

  • Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
  • Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.
  • Provide your company affiliation, mailing address, telephone number, and, if available, email address.
  • Include both of the following statements in the Notice:
    "I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."
    "I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
  • Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to our Designated Copyright Agent:
Address: legal@nexticy.com

Modifications

We may revise these Terms from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, or on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.

Posted: Sept. 8, 2014

Effective: Sept. 8, 2014