Website Terms of Use

Effective as of 02/27/2024

Thank you for visiting Nextivity, Inc. (“Nextivity” or “we”, “us” or “our”). Please carefully read these Website Terms of Use (“Terms”) and our Privacy Policy, which is incorporated into these Terms by this reference. These Terms apply to Nextivity’s applications, services, and our website at nextivityinc.com (collectively, the “Services”).

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” SHALL REFER TO YOU AND SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND YOU MAY NOT USE THE SERVICES.

PLEASE READ THE DISPUTE RESOLUTION PROVISION BELOW BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH CLIENT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Unless otherwise noted, the Services are the property of Nextivity and its licensors. By using the Services, you agree to these Terms, our Privacy Policy and all applicable laws and regulations. If you do not agree to these Terms, do not use the Services.

The Services are not intended for the use of children under 18 and no such person is authorized to use them. By using the Services, you are representing that you are at least 18 years old and of legal age to enter into legal agreements.

Nextivity reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Services following the posting of changes indicates your agreement to and acceptance of the changes. The date of the last update of these Terms is indicated at the top of these Terms.

Privacy and Data Security

Please refer to our Privacy Policy for information on how we collect, use, and disclose information from our users. Additionally, by using the Services, you acknowledge, and agree that Internet transmissions are never completely private or secure. You understand that transmissions to or through the Services may be intercepted by others, and users assume the risk of security breaches and all consequences resulting from them. Please do not send us any sensitive personal information.

Content

Unless otherwise noted, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, videos and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel”, and arrangement of such Content, contained in the Services is owned, controlled or licensed by or to Nextivity and is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property rights.

Except as expressly provided in these Terms, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way to any other computer, server, website, or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.

The Nextivity name, the Nextivity logo, and all other related names and logos are trademarks or registered trademarks of Nextivity. All other names and logos on the Services are trademarks or registered trademarks of their respective owners, where applicable. Reference to any third party-owned trademarks herein is for informational purposes only and is not intended to indicate or imply any affiliation, association, sponsorship, or endorsement by any owners of such third party-owned trademarks.

User Submissions, Feedback, and Information

You acknowledge and agree that any submission, feedback, comments, or suggestions you may provide regarding the Services either directly or indirectly (for example, through the use on a third-party social media site of a company-designated hashtag) (collectively, “Submissions”) is non-confidential and non-proprietary, shall be treated as public information, may be shared with others on other sites and platforms and is submitted by you in compliance with these Terms. Submissions that constitute feedback, comments, or suggestions (collectively, “Feedback”) will be the sole and exclusive property of Nextivity and you hereby irrevocably assign to us all of your right, title and interest in and to all such Feedback, and Nextivity shall have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute, and exploit such Feedback in any manner it chooses. With respect to all other Submissions, you hereby grant Nextivity an irrevocable, worldwide, and perpetual license to use such Submissions as contemplated in these Terms.

Your Use of the Services

In connection with your use of the Services, you agree that you will not:

• post, upload, publish, submit, or transmit any material that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any other person; or (g) promotes illegal or harmful activities or substances;
• interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
• use the Services to transmit, distribute, post, or submit any information concerning any other person or entity;
• violate any local, state, provincial, national, or other law or regulation, or any order of a court;
• “scrape,” “crawl” or “spider” any web pages or other services contained in the Services;
• display, mirror or frame the Services, or any individual element within the Services, Nextivity’s name, any Nextivity trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Nextivity’s express written consent;
• access, tamper with, or use non-public areas of the Services, Nextivity’s computer systems, or the technical delivery systems of Nextivity’s providers;
• attempt to probe, scan, or test the vulnerability of any Nextivity system or network or breach any security or authentication measures;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Nextivity or any of Nextivity’s providers or any other third party (including another user) to protect the Services or any of the content on the Services;
• attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;
• use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise; or
• advocate, encourage, or assist any third party in doing any of the foregoing.

Any conduct by a user that in our discretion restricts or inhibits any other user from using or enjoying the Services is expressly prohibited.

Nextivity reserves the right, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Services, or any portion of the Services, for any reason; (2) to modify or change the Services, or any portion of the Services, and any applicable policies or terms; and (3) to interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Nextivity may provide bulletin boards, blogs, or chat rooms on the Services. Nextivity is not responsible for the content of any user-submitted content. Although we have no obligation to screen, edit or monitor any user-submitted content, we may do so and delete or remove user-submitted content at any time and for any reason with or without notice.

Copyright Policy

We do not permit copyright infringing activities or infringement of intellectual property rights on the Services and will remove any such content if properly notified that such content infringes on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
• description of the copyrighted work that you claim has been infringed;
• description of the material that you claim is infringing and where it is located on the Services;
• identification of the URL or other specific location on the Services where the material that you claim is infringing is located;
• your address, telephone number, and email address;
• 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;
• statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our Copyright Agent via email at [email protected]. or by mail at Copyright Agent, c/o Nextivity, 16550 West Bernardo Drive, Building 5, Suite 550, San Diego, CA 92127 United States. Upon receipt of such notice, we will investigate and remove material if necessary. You will be notified of the results of such investigation.

Links to Other Sites

The Services may contain links to other independent third-party websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Nextivity’s control, and Nextivity is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites.

Disclaimer; Limitation of Liability

THE SERVICES AND ALL CONTENT OFFERED THROUGH THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE.” ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY NEXTIVITY OR ITS SUPPLIERS WITH RESPECT TO A PHYSICAL PRODUCT SOLD BY NEXTIVITY, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLE LAW.

Although we strive to describe our products or services offered on the Services accurately, we do not guarantee that such specifications or services are accurate, complete, reliable, current or error-free. Furthermore, while we attempt to ensure that your use of our Services is secure and safe, we cannot and do not represent that our Services or servers are free of viruses or other harmful components. You expressly assume the entire risk as to the quality and performance of the Services.

The above disclaimer applies to any damages, liability, or injuries, whether for breach of contract, tort, negligence or any other cause of action.

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WILL NEXTIVITY AND ITS SUBSIDIARIES, AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, VENDORS, LICENSORS, CONTRACTORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “NEXTIVITY PARTIES”) BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF NEXTIVITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, ANY OF THE NEXTIVITY PARTIES IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGES OR LOSSES WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED TO THESE TERMS OR YOUR USE OF THE SERVICES, THE TOTAL AGGREGATE LIABILITY OF THE NEXTIVITY PARTIES FOR ANY AND ALL SUCH CLAIMS, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO THE AGGREGATE AMOUNT YOU HAVE PAID, IF ANY, TO USE OUR SERVICES HEREUNDER IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE SECTION 1542, THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so these limitations may not apply to you.

Indemnity

You agree to indemnify and hold the Nextivity Parties harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against a Nextivity Party by any third party due to or arising out of or in connection with (1) your access to or use of the Services; (2) your violation of these Terms or any applicable law or regulation, (3) your violation of any rights of any third party; or (4) any disputes or issues between you and any third party.

Violation of These Terms
You agree that Nextivity may, in its sole discretion, without prior notice and to the extent applicable, terminate your access to the Services and/or block your future access to the Services if we determine that you have violated these Terms or other agreements or guidelines which may be associated with your use of the Services. You also agree that any violation by you of these Terms will cause irreparable harm to Nextivity for which monetary damages would be inadequate, and you consent to Nextivity obtaining any injunctive or equitable relief that Nextivity deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Nextivity may have at law or in equity.

Governing Law and Jurisdiction

You agree that these Terms and all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of California excluding: (1) its conflicts of law principles; and (2) the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in San Diego, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Southern District of California.

Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. You agree to the admissibility of computer records and electronic evidence in any dispute herein. YOU AGREE THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND NO CLASS ACTION, CLASS ARBITRATION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING MAY BE PURSUED OR MAINTAINED WITH RESPECT TO ANY DISPUTE REGARDING THESE TERMS.

Users Outside of the United States

Nextivity is headquartered in the United States. Although the Services are accessible worldwide, not all features, products or services discussed, referenced, provided, or offered through or on the Services are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. If you choose to access the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

Miscellaneous

You may preserve these Terms in written form by printing it for your records, and you waive any other requirement that these Terms be evidenced by a written document.

You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Services, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

All provisions of these Terms are severable, and the unenforceability or invalidity of any of the provisions will not affect the enforceability or validity of the remaining provisions.

These Terms, together with the Privacy Policy and any other legal notices published by Nextivity, constitute the entire agreement between you and Nextivity with regard to your use of the Services; provided, however, that from time to time, we may provide different or additional terms and conditions in connection with some of our Services (“Additional Terms”) (e.g., additional terms may apply to the use of our products), in which case those Additional Terms will become part of your agreement with us if you use those Services. In the event of a conflict between the Additional Terms and these Terms, the Additional Terms will control for that conflict unless specified otherwise.
Nextivity’s failure to insist on or enforce strict performance of these Terms shall not be deemed a waiver by Nextivity of any provision or any right it has to enforce these Terms. Any such waiver must be in writing in order to be effective.

These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties.

Canada

The parties declare that they have required that these Terms and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.

Notice for California Users

Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

Questions and Contact Information

Nextivity’s headquarters is located at:
16550 West Bernardo Drive
Building 5, Suite 550
San Diego, CA 92127
United States
Please contact us if you have any questions about our Terms. You may contact us by sending correspondence to the foregoing address or by emailing us at [email protected].