1. Acceptance of Terms
Welcome to Navidad Online! Navidad Engineering Consultants (“NEC”) provides its web-based service to you subject to the following Terms of Use (“TOU”), which may be updated by us from time to time without notice to you.
2. Description of Service
NEC currently provides its registered clients with Internet access to a rich collection of resources, including, but not limited to, reports, data, charts and analytical tools that are relevant to each respective registered user. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new tools, shall be subject to the TOU. You understand and agree that the Service is provided “As-Is” and that NEC assumes no responsibility for the timeliness, deletion, error or failure to store any data. You are responsible for obtaining access to the Service and that access may involve third-party fees. You are responsible for providing all equipment necessary to access the Service.
3. Registered User Account, Password and Security
You will receive an account ID and password as a registered user of NEC’s services. You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account. You agree
a). To immediately notify NEC of any unauthorized use of your password or account or any other breach of security.
b). That all information accessed via your account is confidential and intended for you as a registered user only. It is not to be relied upon by any other person except you with NEC’s prior written approval.
c). That access to content is meant specifically for you as a registered user. Usage of your account ID and password is limited to you only and any use, dissemination, forwarding, printing or copying of the content accessible by you is prohibited.
d). To ensure that you exit properly from your account at the end of each session.
NEC will not be liable for any loss or damage arising from your failure to comply with this Section 3.
4. Registered User Conduct
NEC does not guarantee the accuracy, integrity or quality of the Content of the Service. Under no circumstances will NEC be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content made available via the Service.
You agree that you must evaluate, and bear all risks associated with the use of any Content, including the reliance on the accuracy, completeness or usefulness of such Content. You understand that the Service and software embodied within the Service remain the sole property of NEC, and may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by NEC. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Ant unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.
5. Indemnity
You agree to indemnify NEC and its subsidiaries, affiliates, officers, agents, partners and employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of Content made available through the Service, your use of the Service, your connection to the Service, your violation of the TOU or your violation of any rights of another.
6. No Resale of Service
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your NEC I.D.), use of the Service or access to the Service.
7. General Practices regarding Use and Storage
You acknowledge that NEC may establish general practices and limits concerning the use of Service, including without limitation the maximum number of times (and the maximum duration for which) you may access the Service for a given period of time. You also acknowledge that NEC reserves the right to modify these general practices and limits from time to time.
8. Modifications to Service
NEC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that NEC shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service.
9. Termination
You agree that NEC may, under certain circumstances and without notice, immediately terminate your NEC account and access to the Service. Cause for such termination shall include, but not be limited to,
a) Breaches or violations of the TOU or other incorporated agreements or guidelines
b) Request by you
c) Discontinuance or material modification to the Service (or any part thereof)
d) Unexpected technical or security issues or problems
e) Your resignation from a company that is a client of NEC, provided that your account was created as a result of you being in the employ of the said company.
Termination of your NEC account includes removal of access of all offerings within the Service. You agree that all terminations for cause shall be made at NEC’s sole discretion and that NEC shall not be liable to you or any third party for any termination of your account or access to the Service.
10. NEC’s Proprietary Rights
You acknowledge and agree that the Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by NEC, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or Software, in whole or in part.
NEC grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by NEC for use in accessing the Service.
11. Disclaimer of Warranties
You expressly understand and agree that:
a) Your use of the Service is at your sole risk. The service is provided on an “As Is” and “As Available” basis. NEC expressly disclaims all warranties of any kind, whether express or implied.
b) NEC 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
iv. The quality of any services, information or other material obtained by you through the Service will meet your expectations
v. Any errors in the software will be corrected
c) Any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
12. Limitation of Liability
You expressly understand and agree that NEC shall not be liable to you 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 resulting from either the use or the inability to use the Service, or the cost of procurement of substitute services resulting from ant data, information obtained through or from the Service, or any other matter relating to the Service.
13. No Third Party Beneficiaries
You agree that, except as otherwise expressly provided in this TOU, there shall be no third party beneficiaries to this Agreement.
14. General Information
Entire Agreement: The TOU constitutes the entire agreement between you and NEC to govern your use of the Service, superceding any prior agreements between you and NEC with respect to the Service.
Waiver and Severability of Terms: The failure of NEC to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect.
No Right of Survivorship and Non-Transferability: You agree that your NEC account is non-transferable and any rights to your NEC I.D. terminate upon your death, or revoking of your Registered User status by NEC.