Terms, Conditions and Policies

PLEASE READ THESE CONTENT POLICY TERMS CAREFULLY. BY ACCESSING OR USING NANOAGENDA, YOU AGREE TO BE BOUND BY THE POLICY TERMS DESCRIBED HEREIN AND ALL OTHER TERMS INCORPORATED BY REFERENCE, INCLUDING THE TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE NANOAGENDA.

These Terms and Conditions explain the contractual Agreement between you and Nanoagenda ("Nanoagenda") regarding your use of Nanoagenda's software on an ASP ("Application Services Provider") basis in which Nanoagenda licenses you the software for a term and hosts the application for you. This Agreement is effective as of the first date you commence use of the Nanoagenda system. In the event that you are already utilizing the Nanoagenda system, these terms are effective with your continued use after posting at www.nanoagenda.com.

BY UTILIZING AND/OR CONTINUING TO UTILIZE THE NANOAGENDA SYSTEM, YOU AGREE THAT YOU HAVE READ AND ACCEPTED THESE TERMS, CONDITIONS AND POLICIES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF THE SERVICE. THE TERM "YOU" REFERS TO: (1) THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, OR (2) AN INDIVIDUAL, IN THE CASE OF A NON-LEGAL ENTITY, AS DEFINED IN THE INFORMATION PROVIDED TO NANOAGENDA ON THE SYSTEM INFORMATION PAGES. THE TERM "WE" REFERS TO NANOAGENDA. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT UTILIZE THE NANOAGENDA SYSTEM OR ENTER BILLING INFORMATION.

BEFORE COMMNECING USE OF THE NANOAGENDA SYSTEM AND/OR ENTERING BILLING INFORMATION, YOU MUST ASCERTAIN THAT THE SERVICE WILL MEET YOUR SPECIFIC FUNCTIONAL REQUIREMENTS. THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND WE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THAT THE SERVICE WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. BY EXECUTING THE ORDER FORM, YOU AGREE THAT THE ORDER FORM CONTAINS NO CONTINGENT PAYMENT TERMS OR ANY OBLIGATION FOR NANOAGENDA TO REFUND ANY AMOUNTS CONTRACTED FOR.

Description of Services:

Nanoagenda licenses its appointment scheduling and resource management software to certain customers as a hosted application (the "Service"). We create a customized online scheduling application (the "Scheduler"), help train you in its use and administration, and host it at a third-party data center for access by users that you authorize (the "Users" and "Customers"). To use the Service, you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and Internet access.
Prior to becoming a paying client of Nanoagenda for the Service, you are required to enter billing information into the Scheduler specifying the charges and payment terms agreed to by you. As part of the Scheduler configuration, you will select a login name, login password, and Company information. Although we will make every effort to assign to you the name, password, and company information that you select, we reserve the right to reject any of your choices if it has been previously assigned to another user or if Nanoagenda in its sole discretion, deems such data or information offensive.
To gain access to the Nanoagenda Service and your account Scheduler, you will be required to register and access ID and password. The access ID and password may only be used by you. You and others you permit may enter additional access IDs and passwords associated with your Scheduler. You will be responsible and liable for all activities occurring under your access IDs and for keeping your passwords secure. As part of the Service, Nanoagenda also offers you use of Nanoagenda sub-domains ("Scheduler Subdomain") on the terms set forth herein for the sole purpose of facilitating use of the Scheduler via the Internet by your customers. Nanoagenda retains all rights to and over any Scheduler Subomains and has the right to revoke or suspend the use of any sub-domain at any time without reason. You agree that all such Scheduler Subdomains are owned by Nanoagenda, are nontransferable and that Nanoagenda may for any reason, or for no reason, in its sole discretion and without notice or liability to you or any third party, immediately terminate or suspend your account, username, and Scheduler Subdomain, and remove or discard any content associated with your Scheduler account and username.

Contact and Billing Information:

In consideration of your use of the Service, you agree to provide Nanoagenda with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of authorized billing and systems administration contacts. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, we reserve the right to terminate this Agreement and your access to the Service and Scheduler in addition to any other legal remedies.

Fees, Payment Terms, Renewal, Partial Billing Period:

You will pay all charges in accordance with the fees and payment terms contained in the billing information portion of the Scheduler and/or related invoices. Nanoagenda's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Nanoagenda's income.
Unless otherwise indicated in the billing information portion of the Scheduler and/or related invoices, all fees and charges specified are nonrefundable whether or not you publish your Scheduler or actively use the Service. If you elect to discontinue use of the Service no refund will be given for the unused portion of the Initial Term or any renewal term.
This Agreement will automatically renew upon the expiration of the Initial Term unless terminated by you or Nanoagenda, and we will automatically invoice you upon renewal. By entering your credit card information in the Billing section of the Scheduler, you authorize us to process your invoice by credit card at the time of renewal. Unless otherwise indicated in the billing information portion of the Scheduler and/or related invoices, Nanoagenda reserves the right to change the fees upon renewal with at least thirty (30) days prior notice to you, which notice may be provided by e-mail.
In the event that you terminate this Agreement (other than by reason of breach by you) or choose not to renew, Nanoagenda will make available to you a file of Your Data within thirty (30) days of termination or non-renewal if you so request at the time notice is given. You agree and acknowledge that Nanoagenda has no obligation to retain Your Data, and may delete such data, more than 30 days after termination or non-renewal. Termination by you will not relieve you of any obligations incurred prior to termination.
Nanoagenda may terminate this Agreement by notifying you at least thirty (30) days prior to the end of the then current term.
Service may be cancelled at any time with 30 days written notice. No full or partial refunds will be provided regardless of system usage.

Suspension or Termination of Service for Non-Payment:

If payment of fees is not received for any reason, Nanoagenda reserves the right to suspend your access to your Scheduler if the problem cannot be cured within ten (10) business days and terminate your access if the problem cannot be cured within thirty (30) days. If you believe that an invoice or billing statement from Nanoagenda is incorrect, you must contact us within ten (10) days of the invoice or billing statement date containing the amount in question to be eligible to receive an adjustment or credit or avoid suspension.
You will continue to be charged fees during any period of suspension. Nanoagenda reserves the right to subject delinquent invoices (accounts in arrears) to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Should your account be suspended for delinquent payment, Nanoagenda also reserves the right to impose a separate reactivation fee should you thereafter again request access to the Service.
You agree and acknowledge that Nanoagenda has no obligation to retain Your Data in the event of termination of the Service for non-payment, and as such Your Data will be irretrievably deleted. If you or Nanoagenda initiate termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Fees and Payment Terms section above.

Termination:

Although Nanoagenda is not obligated and does not routinely screen or monitor any of your Scheduler or Scheduler Subdomain content or notifications related thereto, it reserves the right at all times to do so and Nanoagenda may deny you access to all or part of the Service without notice if you engage in any conduct or activities that Nanoagenda believes in it sole and absolute discretion is inappropriate or obscene or violates applicable law or any terms of this agreement. You agree that any termination of your access to the Service and your Scheduler hosted by Nanoagenda under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Nanoagenda may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Nanoagenda shall not be liable to you or any third-party for any termination of your access to the Service or your Scheduler. These terms do not create any Nanoagenda obligations, third party rights or private rights of action, but may be enforced solely by Nanoagenda in its sole discretion. The decision by Nanoagenda not to take action to enforce these rules in a particular instance shall not be considered a waiver of any right to do so in the future or in other situations.

License Grants:

Nanoagenda grants you a non-exclusive, non-transferable worldwide right to use the Service, subject to the terms of this Agreement. You grant to Nanoagenda the non-exclusive, worldwide, right to use, copy, store, transmit and display Your Data solely to the extent necessary to provide the Service as requested by you. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content, or (ii) modify or make derivative works based upon the Nanoagenda Technology or the Content. All rights not expressly granted to you are reserved by Nanoagenda and its licensors.

Nanoagenda Ownership:

Nanoagenda alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Nanoagenda Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. Such rights extend to any system modifications and/or system features added at your request. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Nanoagenda Technology or Intellectual Property owned by Nanoagenda to you. The Nanoagenda name, the Nanoagenda logo, and the product names associated with the Service are trademarks of Nanoagenda or third parties, and no right or license is granted to use them.

Your Responsibilities:

You are responsible for any and all activities that occur under your Scheduler. You shall: (i) notify Nanoagenda immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Nanoagenda immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iv) not impersonate another Nanoagenda user or provide false identity information to gain access to or use the Service. Nanoagenda reserves the right to take any action it deems appropriate with respect to Content posted on your Scheduler. Such action is taken at the sole discretion of Nanoagenda and may include, but not be limited to, termination of your rights of use.

Your Data:

All data submitted by you to the Service, whether posted by you, Users, Customers or other third parties, shall remain the sole property of you or such third parties, as applicable, unless specifically notified in advance. You, not Nanoagenda, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Your Data, and Nanoagenda shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. In the event that you terminate this Agreement (other than by reason of a breach by you), Nanoagenda will make available to you a file of the Your Data within 30 days of termination notice if you so request. Nanoagenda reserves the right to withhold, remove and/or discard Your Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Your Data immediately ceases, and Nanoagenda shall have no obligation to maintain or forward any of Your Data.

Representarions and Warranties:

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Nanoagenda represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service, that your billing information is correct, and that you will comply with the terms of this Agreement.

Mutual Indemnification:

You shall indemnify and hold Nanoagenda, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Your Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of the representations and warranties; or (iii) a claim arising from the breach by you or Users of this Agreement, provided in any such case that Nanoagenda (i) gives written notice of the claim promptly to you (ii) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless it unconditionally releases Nanoagenda of all liability and such settlement does not affect Nanoagenda's business or Service); (iii) provides to you all available information and assistance; and (iv) has not compromised or settled such claim.
Nanoagenda shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (ii) a claim, which if true, would constitute a violation by Nanoagenda of the representations or warranties; or (iii) a claim arising from breach of this Agreement by Nanoagenda; provided that you (a) promptly give written notice of the claim to Nanoagenda; (b) give Nanoagenda sole control of the defense and settlement of the claim (provided that Nanoagenda may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provides to Nanoagenda all available information and assistance; and (d) has not compromised or settled such claim. Nanoagenda shall have no indemnification obligation, and you shall indemnify Nanoagenda pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

Privacy:

Nanoagenda holds information about you, your business, customers, employees, and Users in strict confidence.

Content:

Nanoagenda enables account holders to create and publish web pages that are hosted by Nanoagenda to facilitate the scheduling of appointments and reservations via the web (the "Account Pages"). Nanoagenda also provides options to upload images and information to the Account Pages. Nanoagenda does not approve or control such Account Pages and does not routinely review or monitor such Account Pages. In addition, you understand and acknowledge that your business dealings, correspondence or interactions with or through any Account Pages and any terms, conditions, warranties or representations associated with such dealings or interactions are solely between you and the operator or users of such Pages. THEREFORE, YOU ACKNOWLEDGE AND AGREE THAT NANOAGENDA IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE CONTENT, FUNCTIONALITY, BUSINESS, LEGALITY, ACCURACY, COMPLETENESS, QUALITY, RELIABILITY, SECURITY, USEFULNESS OR PRACTICES OF ANY ACCOUNT PAGES OR FOR ANY DEALINGS WITH OR TRANSACTIONS CONDUCTED ON OR IN CONNECTION WITH ANY ACCOUNT PAGES OR UPLOADED CONTENT.
The Account Pages facilitate scheduling, communication, and commercial expression. Nanoagenda respects your rights and does not wish to censor any text, images, data, information, photos, music, video, graphics, messages or other items or materials ("Content") posted on or uploaded to the Account Pages. However in order to allow the continued use of a wide variety of content, Nanoagenda has established rules that certain types of content are not to be hosted and/or uploaded to the Nanoagenda system (the "Content Policy"). Please note that these rules do not create any third party rights or create any private right of action or any law enforcement rights, but may be enforced solely by Nanoagenda in its sole discretion. The decision by Nanoagenda not to take action to enforce these rules in a particular instance shall not be considered a waiver of any right to do so in the future or in other situations. Nothing herein is meant to create an obligation for Nanoagenda to monitor content.

By using the Service, you agree that:

You may not upload, publish, post, distribute or disseminate any material that defames, abuses, harasses, stalks, threatens or otherwise violates the legal rights (such as rights of privacy and publicity) of others.
Your Account, including your Nanoagenda sub-domain and main Scheduler, may not surpass a thousand Appointment creations per day.
You may not upload, publish, post, distribute or disseminate any content that is otherwise deemed as pornographic and/or obscene by Nanoagenda. This includes but is not limited to commercial pornography, pedophilia, incest, bestiality, child pornography, or anything similar that violates any applicable laws. Nanoagenda will report any evidence of child pornography along with all known user identification and information to the relevant law enforcement agencies upon discovery. Users may not use Nanoagenda to create Pages containing content, such as pornography or violence, that is not generally thought to be appropriate for viewing by children ("Adult Content") nor may they use Nanoagenda and/or the Nanoagenda Subdomains for hosting and/or distributing and/or publishing Adult Content, including the use of the service for items such as Prostitution Services.
You may not upload, publish, post, distribute or disseminate any material that promotes hatred towards groups based on race or ethnic origin, religion, disability, gender, age, and sexual orientation/gender identity.
You may not upload, publish, post, distribute or disseminate any material that constitutes a direct threat of violence against any person or group of people.
You may not upload, publish, post, distribute or disseminate any material that impersonates or is intended to impersonate others in a manner that is intended to mislead or does mislead or confuse others.
You may not upload, publish, post, distribute or disseminate any third party files and or content that contain material, in any form, protected by intellectual property laws (or by rights of privacy and/or publicity) unless you own or control the rights thereto or have received all necessary consents. You may not post private individual or company information without the expressed permission of such parties.
You may not knowingly violate the intellectual property rights of a third party on any user site.
You may not upload, publish, post, distribute or disseminate any files that contain viruses, malware, malicious codes, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
You may not use Nanoagenda for the transmission of spam and/or any type of viral marketing and/or phishing scheme.
You may not use affiliate links to third party sellers who have not approved you into their affiliate programs.
You may not falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other content contained in a file that is uploaded, downloaded, published, posted, distributed or disseminated using Nanoagenda.
You may not use Nanoagenda to harvest or otherwise collect information about others, including e-mail addresses, without their consent.
You may not upload, publish, post, distribute or disseminate any unauthorized private, confidential and personal information about others.
You may not upload, publish, post, distribute or disseminate any material that is used for unlawful purposes or for the promotion of dangerous and illegal activities.

Nanoagenda takes no responsibility and assumes no liability for any Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Nanoagenda liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, profanity or offensive Content you may encounter on any Account Pages. Your use of the Account Pages is at your own risk. As a provider of interactive services, Nanoagenda is not liable for any statements, representations or Content provided by its users or other third parties. Although Nanoagenda has no obligation to screen, edit or monitor any of the Content posted by users and third parties, Nanoagenda reserves the right, and has absolute discretion, to remove, screen or edit any Content posted or stored on the Account Pages at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any Content you post or store on the Site at your sole cost and expense. Violation of any part of the Content Policy may lead to immediate termination or suspension of your account and/or deletion of your Content and/or you may be reported to the appropriate authorities with or without notice to you.

If you post Content to the Account Pages, unless we indicate otherwise, you grant Nanoagenda and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content solely in connection with hosting your Account Pages and otherwise providing and promoting the Site and the Service and exercising the rights granted in these Terms. You grant Nanoagenda and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that (a) you own and control all of the rights to the Content that you post or you otherwise have the right to post such Content to the Site; (b) the Content is accurate and not misleading; and (c) use and posting of the Content you supply does not violate these Terms and will not violate any rights of or cause injury to any person or entity.

Use and Storage:

Materials uploaded to Nanoagenda may be subject to posted limitations on usage, reproduction and/or dissemination. Nanoagenda retains the right to create and/or change limits on use and storage at its sole discretion at any time with or without notice. You are responsible for adhering to such limitations. ADDITIONAL CHARGES MAY APPLY DEPENDING ON SUCH LIMITATIONS AS POSTED AND CHANGED FROM TIME TO TIME.

You agree that Nanoagenda has no responsibility or liability for the deletion of or the failure to store or to transmit any Content maintained by Nanoagenda and you are solely responsible for creating backup copies of and replacing any Content you post, maintain or store on the Site at your sole cost and expense.

Links to Third-Party Pages:

Various Nanoagenda Account Pages (including under Nanoagenda Subdomains) may contain the ability to create links to third party web pages, including web links, third party text, video feeds (podcasts), offers, and software applications (including widgets) (collectively referred to as "Links"). The Links and third parties are not under the control of and/or owned by Nanoagenda and Nanoagenda is not responsible for the contents of any Links, including without limitation any link contained in the Links, or any changes or updates to the Links. Nanoagenda is not responsible for webcasting or any other form of transmission received from any Links. The Links are the property of the respective third party and may be protected by applicable copyright or other intellectual property laws and treaties. Nanoagenda provides the link capability to you only as a convenience and does not approve and assumes no responsibility for the content, security, functionality, or practices of these third parties. The inclusion of any link does not imply endorsement by Nanoagenda of the site or any association with its operators. You acknowledge and agree that Nanoagenda may disable your use of or remove any Links on Nanoagenda accounts or a Nanoagenda Subdomain to the extent that they violate this Terms, Conditions and Policies.

Similarly, Nanoagenda may rely on external components provided by a third party to provide some level of functionality. This functionality may make a particular feature of Nanoagenda dependent on the external component; or the Nanoagenda system may be completely dependent on the external component for operation. In any case, Nanoagenda makes no warranties, claims, or provision for any third party components.

You are responsible for making any and all appropriate licensing arrangements with any third party external component providers that are used in conjunction with your Nanoagenda Subdomain.

Disclaimer of Warranties:

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NANOAGENDA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Nor does Nanoagenda guarantee that any information, software, or other material accessible from or related to the Service is free of viruses, worms, or other harmful components.

NANOAGENDA MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE SOFTWARE RELATED TO THE SERVICE WILL BE CORRECTED. NANOAGENDA PROVIDES YOU THE ABILITY AND STRONGLY RECOMMENDS THAT YOU REGULARLY BACK-UP ALL DATA TO PRESERVE YOUR DATA.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NANOAGENDA SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS.

THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NANOAGENDA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Release; Limitation of Liability:

Other than as set forth herein, Nanoagenda is not directly involved in the actual transaction between you and your Customers using the Service and your Scheduler. Nanoagenda has no control over the quality or legality of the appointments made, or the truth or accuracy of the user registrations. Nanoagenda cannot ensure that your Customers will honor their appointments. Because we are not involved in the actual direct transaction between you and your Customer, in the event that you have a dispute with one or more Customers, you release Nanoagenda (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NANOAGENDA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NANOAGENDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICE OR YOUR SCHEDULER; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (d) ANY OTHER MATTER RELATING TO THE SERVICE OR YOUR SCHEDULER. IN NO EVENT SHALL NANOAGENDA’S TOTAL CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.

Additional Rights:

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

Assignment:

This Agreement may not be assigned by you without the prior written approval of Nanoagenda but may be assigned by Nanoagenda to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

Our Relationship:

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and Nanoagenda by this Agreement. This Agreement is between Nanoagenda and you and is not intended to be for the benefit of any third party.

Compliance with Laws:

You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Service, your Scheduler, and posting and retrieval of Content (including without limitation those governing interstate commerce, export control, unfair competition, or false advertising). If there are applicable fees and taxes you incur to access the Services, including without limitation all applicable sales, use, gross receipts, and excise taxes, you are solely responsible for their payment.

Jurisdiction; Governing Law:

This Agreement shall for all purposes be governed, interpreted, construed and enforced in accordance with the law of the State of Arizona, USA. You hereby agree that the courts located in Arizona, USA shall constitute the sole and exclusive forum for the resolution of any and all disputes arising out of or in connection with the use of the Service and you hereby consent to the jurisdiction of such courts and irrevocably waive any objections thereto. In any action to enforce the provisions of these Terms and Conditions, the prevailing party shall be entitled to costs and attorneys fees. Regardless of where you access the Service, you agree to comply with all applicable laws of the United States of America, including those regarding the export of data and software. You are also responsible for complying with all other laws, rules and regulations that may be applicable to your use of the Service.

Notice:

Nanoagenda may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Nanoagenda’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Nanoagenda’s account information. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to Nanoagenda (such notice shall be deemed given when received by Nanoagenda) at any time by any of the following: email to info@nanoagenda.com.

Modification of Terms:

Nanoagenda reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify you by posting an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

Miscellaneous Provisions:

This Agreement constitutes the entire agreement between Nanoagenda and you and governs your use of the Service, superceding any prior agreements between you and Nanoagenda. If any provision of the Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. By using the Service, you represent and warrant that you can form legally binding contracts under applicable law. This Agreement and all writings incorporated by reference into the Agreement, set forth the entire understanding and agreement between you and Nanoagenda with respect to the subject matter hereof. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Definitions:

As used in this Agreement and in any Order Forms now or hereafter attached hereto; "Agreement" means this Terms of Use agreement and any Order Forms executed with Nanoagenda. "Nanoagenda Technology" means all of Nanoagenda's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Nanoagenda in providing the Service and your Scheduler; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer(s)" means anyone authorized by you to use the Service and your Scheduler to book and confirm appointments or reservations for themselves. "Initial Term" means the period during which you have committed to pay for the Service as indicated in the billing information portion of the Scheduler and/or related invoices. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature; "Scheduler" means your customized online scheduling application based on Nanoagenda’s software, hosted by Nanoagenda at its data center, and accessed by Users and Customers via a URL assigned to you. "Service" means the online appointment and reservations scheduling service developed, operated, and maintained by Nanoagenda accessible via http://www.nanoagenda.com or other designated web site or IP address or ancillary services rendered to you by Nanoagenda, to which Users and Customers are being granted access under this Agreement, including the Nanoagenda Technology, the Scheduler, and the Content; "User(s)" means you, your employees, representatives, consultants, contractors or agents who are authorized by you to use the Service to book appointments and reservations on behalf of Customers, and to administer and manage your Scheduler. "Your Data" means any data, information or material provided or submitted by Users, and any registration information and appointment data provided or submitted by Customers or by Users on behalf of Customers, to your Scheduler in the course of utilizing the Service.

Questions or Additional Information

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@nanoagenda.com.