Terms and Conditions

1. Your Acceptance

Welcome to the Terms of Service for the Nexals Mobile Application. This is an agreement (“Agreement”) between Skyla International Ltd. (“Nexals"), the owner and operator of the Nexals Mobile Application including any related software and the Nexals website (collectively the “Platform”) and you (“you”, “your” or “user(s)”), a user of the Platform.

Throughout this Agreement, the words “Nexals,” “us,” “we,” and “our,” refer to our company, Skyla International Ltd. and our Platform, as is appropriate in the context of the use of the words.

By clicking “I agree”, accessing, or using the Platform you agree to be bound by this Agreement and the Privacy Policy.  We may amend our Terms of Service or the Privacy Policy and may notify you when we do so.  PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS.

If you do not agree to the Terms of Service or the Privacy Policy please cease using our Platform immediately.  Users of our Platform must be 18 years of age or older.

2. Registering For the Platform

Users may be required to register before accessing portions of the Platform. Your information will be collected and disclosed in accordance with our Privacy Policy. In order to register please use the login credentials provided to you at the time of registration. All users are required to provide truthful and accurate information when registering for our Platform and must be over the age of 18. Users may only register for one account and may not register for others.  We reserve the right to verify all user credentials and to reject any users.

3. Platform Services and Disclaimer

Through our Platform users may be able to upload and create virtual business card(s).  Users may share their personal and business information with other users of the Platform. Additional services and features may be offered for users who wish to pay a subscription fee. Information for any paid services may be found on the Platform.  Please be aware that the virtual business card services on our Platform and any other services offered are “as-is.” Additionally any information or content found on our Platform, including any notifications or tools provided, are offered only for informational and educational purposes. Further, Nexals does not endorse, recommend, and is not otherwise affiliated with any users or any User Content (defined below). Nexals has no liability to users for any User Content, including all information, copy, images, URL names, and anything else provided by any third parties using the Platform. You understand that User Content, or any other information may be inaccurate, unsubstantiated or possibly even incorrect.  Additionally, we shall not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Platform,  directly or indirectly caused by, or proximately resulting from, any circumstances beyond our control, including, but not limited to, causes attributable to you; inability to access to the Platform;  failure of a communications satellite, strike; labor dispute; riot or insurrection; war; explosion; malicious mischief; fire, flood, lightning, earthquake, wind, ice, extreme weather conditions, or other acts of God; failure or reduction of power; or any court order, law, act or order of government restricting or prohibiting the operation of or access to the Platform. Please use caution and common sense when interacting with any users found via the Platform.

4. Privacy Policy

Your user information, access, and interactions with the Platform shall be collected in accordance with our Privacy Policy. Please visit the Nexals Privacy Policy for more information regarding our information collection practices.

5. User Location and Data

While using the Platform, we may have access to your user location and associated data. Please be aware that you may limit our access to such information by adjusting your mobile device settings.  However, some portions of the Platform may not function properly or become inaccessible if you decide to limit our access to such information.  Such information will be collected and disseminated in accordance with our Privacy Policy.

6. Access and License Grant to You

Where available for download the Platform is licensed, not sold. We grant you a non-exclusive, non-transferable, fully revocable, limited license to install the Platform on any single computer, mobile device, tablet, or similar technology, and to use the Platform, solely in connection with our services offered. Where you access the Platform via a web browser we grant you access with the same conditions as listed above. The Platform is protected by copyright and other intellectual property laws and treaties and is owned by us or our service providers. Additionally, you agree to abide by the following:

• You may not decompile, reverse engineer, disassemble, modify, rent, sell, translate, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it for any reasons whatsoever.
• You may not share your license or access with any other parties except as provided for under this Agreement or any additional agreements.
• You may not violate or infringe other people's intellectual property, privacy, or other rights while using our Platform.
• You may not violate any laws, rules or procedures of the United States while using the Platform.
• You may not violate any of our additional policies.
• You may not use our Platform except through specific channels provided by us.
• You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake.
• You may not sell, lease, loan, distribute, transfer, or sublicense the Platform or access to it or derive income from the use or provision of the Platform unless enabled through the functionality of our Platform.

Please be aware that this is not an all-encompassing list of restrictions, if you breach any of these restrictions, we may revoke your license or your access to use our Platform at our discretion.  Additionally, we may revoke your license or restrict your access to our Platform if we believe that your actions may harm us or any of our users.  Failure by us to revoke your license or restrict access does not act as a waiver of your conduct.

7. Use of the Platform

When accessing and using our Platform, you are responsible for your use of the Platform and any use of the Platform made by your account. You agree to abide by all applicable federal, provincial, territorial and other laws and regulations.
In addition, without limiting the foregoing, you agree not to use the Platform, including using the Platform to share any content or to communicate with Nexals, in any manner that:

1. infringes or violates the rights of any other party (including but not limited to trademark, patent, copyright, publicity or other proprietary rights);
2. is unlawful, fraudulent or deceptive, or harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, racially, ethnically or otherwise misleading or objectionable;
3. constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
4. for the purpose of misleading others, causes the creation of a false identity of the sender or the origin of a message, forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Platform;
5. is misleading and inaccurate;
6. impersonates any person or entity, including, but not limited to, a Nexals employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
7. causes the upload of any content that contains any form of destructive software;
8. uses any robots, spiders, or similar data mining tool to access, acquire, copy, or monitor any portion of the Platform;
9. copies, modifies, creates a derivative work of, reverse engineers, decompiles, or otherwise attempts to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to the Platform;
10. attempts to gain unauthorized access to the Platform, other computer systems or networks connected to the Platform;
11. takes any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure;
12. interferes with or disrupts networks or servers connected to the Platform;
13. facilitates or encourages any of the above conduct;
14. violates US federal, state, or local laws;
15. attempts to libel, defame, stalk, harass, bully or harm another individual who uses our Platform;
16. causes, or aids in, the disruption, destruction, manipulation, removal, disabling, or impairment of any portion of our Platform, including the de-indexing or de-caching of any portion of our Platform from a thirty party’s website, such as by requesting its removal from a search engine; or
17. violates any requirements, procedures, policies or regulations of networks connected to Nexals.

8. User Content

A user’s ability to submit or transmit any information through the Platform, including but not limited to text, audio messages, videos, photos, images or any other information will be referred to as “User Content” throughout this Agreement. User Content submitted to the Platform will be owned by you, the user. Please be aware that we are not required to host, display, migrate, or distribute any content and we may refuse to accept or transmit any content. You agree that you are solely responsible for any of your User Content submitted and you release us from any liability associated with any such content submitted.  You understand that we cannot guarantee the absolute safety and security of any of your User Content. Any of your User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion. Nexals does not endorse and may not verify, monitor, or restrict any of its users or any of your User Content submitted.  You agree that any of your User Content or any third party information may be inaccurate, unsubstantiated or possibly even incorrect.

When submitting any of your User Content to our Platform you represent and warrant that you own all rights to your User Content and you have paid for or otherwise have permission to use any of the User Content submitted. You agree to indemnify and hold harmless Nexals from any claims arising from or related to a breach of these warranties and representations, and you waive any and all moral rights that you may have in any User Content.

When you submit your User Content to us, you grant Nexals, its partners, affiliates, users, representatives and assigns a non-exclusive, fully-paid, royalty-free, irrevocable, world-wide, universal, transferable, assignable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of the User Content.  It is important for you to grant us this license so that we may transmit the User Content to other users through our Platform. Additionally, although you own all User Content submitted by you, we own all layouts, arrangement, metadata and images that are used to render User Content through our Platform.

9. Monitoring User Content

Nexals shall have the right, but not the obligation, to monitor all content on the Platform at all times, including but not limited to any comment sections or feeds that may hereinafter be included as part of the Platform, to determine compliance with this Agreement and any operating rules established by us. Without limiting the foregoing, Nexals shall have the right, but not the obligation, to remove any content that Nexals in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

10. Your Usage Information

Through the Platform we may collect your usage data.  This usage date will be used by Nexals to determine how you use our Platform and how we can improve or modify our Platform. The information collected may be used and disseminated per our Privacy Policy.

11. Platform Availability

Although we will try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time.  Specifically, we do not guarantee any uptime or specific availability of the Platform.  You agree and acknowledge that the Platform uses remote access and may not always be either 100% reliable or available.  Only users who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work as stated, or that it will give you any desired results.

12. Modification of Platform

We reserve the right to alter, modify, update, or remove our Platform at any time. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications.  For example, we may provide updates to fix security flaws, or to respond to legal demands.  Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.

13. Intellectual Property

The name “Nexals”, the design of the Nexals Platform along with the Nexals created text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein ("Marks"), are owned by or licensed to Nexals, subject to copyright and other intellectual property rights under US and foreign laws and international conventions. Nexals reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution anything contained within the Platform unless we have given express written permission.

14. Non-Affiliation with Third Party Social Media

The services offered via Nexals may allow you to log in or download your user information from LinkedIn, Facebook, or other social media websites (collectively “Third Party Social Media Website(s)”).  By using our Platform, you grant us the right to use, reproduce, modify, display and distribute any Third Party Social Media Website information provided by you including, but not limited to, your profile picture and other content you make available via the Third Party Social Media Websites.

You agree that you will comply with the terms and conditions set forth by the Third Party Social Media Websites and you acknowledge and agree that we will have no responsibility whatsoever with respect to your use thereof. Nexals and the Platform are not affiliated with any Third Party Social Media Websites in any manner, and we will have no responsibility whatsoever for the actions, omissions or policies of your use of any Third Party Social Media Websites.

15. Free To Download

Nexals Platform is available for free via download. Additional paid features may be available once you download the Platform from the Stores (defined below).  If you wish to have access to any additional features offered, please follow the instructions provided via the Platform or visit the Nexals website for additional information. Paid services are subject to the subscription section below.

16. Subscription Payments

In order to use and access portions of the Platform, you may be required to pay a recurring subscription fee via the Apple and Google Mobile Application Stores (collectively the “Stores”).   If you wish to use any paid services, you agree to pay the monthly or annual subscription fee listed on the Platform.  Please be aware that our fees are billed monthly or annually depending on your subscription package.  YOU HEREBY AGREE AND AUTHORIZE THE STORES TO BILL YOU ON A MONTHLY OR ANNUAL BASIS DEPENDING ON YOUR SUBSCRIPTION PACKAGE AND AGREE THAT NO ADDITIONAL CONSENT IS REQUIRED BY YOU TO CHARGE YOUR PREFERRED PAYMENT METHOD AUTOMATICALLY EACH MONTH OR YEAR.  Your credit card information will be processed via the Stores. By purchasing anything from our Platform you also agree to the Stores’ terms and conditions. Please be aware that all payment information will be stored and secured by the Stores and not us, and you must agree with the Stores’ payment policies before paying for any portions of the Platform. If you wish to stop paying for any of the Nexals’ services please visit your payment options located within the Stores.  Please be aware that once your paid subscription is discontinued some User Content may be deleted or become unavailable and portions of the Platform may become immediately inaccessible.

17. Refunds or Billing Issues

As we offer a pay-per-month or pay-per-year service via the Platform we cannot offer any refunds. Any general refund inquiries should be directed to the Stores. If you believe that you have been billed in error or if there are any issues with any payments please contact us at support@nexals.com.

18. User Content Storage

Nexals may at its discretion provide reasonable storage space for any User Content submitted by you. However, in the event that you exceed any storage capacities provided by Nexals, in our sole discretion, we reserve the right to charge you additional amounts for storing your excess User Content or we reserve the right to refuse storage of such User Content.

19. Idea Submission

Nexals or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Nexals. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Nexals’ products might seem similar to ideas you submitted to Nexals. If, despite our request that you not send us your ideas, you agree to the following: (1) your Submissions and their contents will automatically become the property of Nexals, without any compensation to you; (2) Nexals may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for Nexals to review the Submission; and (4) there is no obligation to keep any Submissions confidential.

20. Disclaimer

DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, NEXALS CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE PLATFORM.  NEXALS DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. WITHOUT LIMITING THE ABOVE, THE PLATFORM, ANY CONTENT, AND THE NEXALS SERVICES ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND NEXALS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. ADDITIONALLY, NEXALS DOES NOT REPRESENT OR WARRANT (1) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS ON THE PLATFORM OR ANY DOWNLOADABLE SOFTWARE, (2) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS, OR (3) ANY INFORMATION WILL BE CORRECT, COMPLETE, OR ACCURATE. SOME JURISDICTIONS LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF THIS CLAUSE MAY NOT APPLY TO YOU.

21. Limitation of Liability

IN NO EVENT SHALL NEXALS,  ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (1) YOUR USE OR INABILITY TO USE THE PLATFORM OR ANY ERRORS, MISTAKES, OR INACCURACIES FOUND WITHIN THE PLATFORM, (2) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM, (3) ANY INTERRUPTION, MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR PLATFORM TO YOU, (4) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM VIA A THIRD PARTY, (5) ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL, (6) YOUR INTERACTIONS WITH ANY THIRD PARTIES OR THIRD PARTY CONTENT PLACED ON THE PLATFORM, (7) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS OR (8) LOST PROFITS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME STATES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (1) DEATH OR PERSONAL INJURY CAUSED BY NEXALS’S NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS; (2) FRAUDULENT MISREPRESENTATION; OR (3) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE.  WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID TO USE OUR PLATFORM.

22. Indemnity

By using the Platform you agree to defend, indemnify and hold harmless Nexals, its licensors, contractors, agents and partners and their respective employees, officers, directors, contractors, agents and partners from any and all claims, liabilities, costs and expenses, including, without limitation, reasonable legal fees and other legal expenses, whether in tort, contract or otherwise, relating to or arising out of your use of the Platform, connection thereto, any allegation that you violated a third party right or any alleged violation by you of these Terms of Use. This defense and indemnification obligation will survive the termination of the Terms of Use and your use of the Nexals Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements.  In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

23. Copyrights

Takedown Notice

We take copyright infringement very seriously.  If you believe that any content owned by you has been infringed upon please send us a message which contains:

• Your name.

• The name of the party whose copyright has been infringed, if different from your name.
• The name and description of the work that is being infringed.
• The location on our Platform of the infringing copy.
• A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
• A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.

You must sign this notification and send it to our Copyright Agent: Copyright Agent of Nexals, support@nexals.com.

Counter Notice

In the event that you receive a notification from Nexals stating content posted by you has been subject to a DMCA takedown, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:

• Your name, address, email and physical or electronic signature.

• The notification reference number (if applicable).

• Identification of the material and its location before it was removed.

• A statement under penalty of perjury that the material was removed by mistake or misidentification.

• Your consent to the jurisdiction of a federal court in the district where you live (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where your service provider is located (if you are not in the US).

• Your consent to accept service of process from the party who submitted the takedown notice.

Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice to: support@nexals.com.

24. Choice of Law

For all users, this Agreement shall be governed by the laws in force in the state of New York. The offer and acceptance of this contract is deemed to have occurred in the state of New York.

25. Arbitration

Any dispute relating in any way to your use of the Platform or any services offered shall be submitted to confidential arbitration in New York, New York. Arbitration under this Agreement shall be conducted pursuant to the applicable rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where allowed by the Rules, Nexals may make any and all appearances telephonically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within New York County, New York.

26. Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement or any other agreement you may have with Nexals are deemed to conflict with each other’s operation, Nexals shall have the sole right to elect which provision remains in force.

27. Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

28. Assignment and Survival

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent.  We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Licensing, Indemnification, and Arbitration sections.

29. Termination

You may terminate your use of the Platform at any time by simply uninstalling the Platform from your desktop, computer, tablet, or mobile device.  Please be aware that upon deletion of the Platform some portions of the service may become inaccessible immediately and some of your User Content may be deleted.  You will not be eligible for any refunds upon your termination of the Platform.  We may terminate your use of this Platform or this Agreement with you if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated this Agreement or any additional agreements between you and Nexals; (3) if your account has remained inactive for an extended period of time; or (4) if we believe that any of your actions may legally harm Nexals, at our sole decision or discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.

30. Additional Agreement

This Agreement along with the Privacy Policy provided by Nexals constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Where any provision of this Agreement conflicts with another agreement, Nexals shall have the sole discretion in choosing which provision controls.

31. Amendments

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform.

32. Electronic Communications

The communications between you and Nexals use electronic means, whether you visit the Platform or send Nexals e-mails, or whether Nexals posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from Nexals in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Nexals provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

33. Third Party App Store Requirements

This Agreement is entered into solely between you and Nexals, owner and operator of the Platform. Although our Platform may be available for download in the Google Play Store (“Google”) or the iTunes Store (“Apple”), neither Google nor Apple are a party to this Agreement and shall have no obligations with respect to the Platform. Nexals is solely responsible for the Platform and the content thereof as set forth hereunder. However, Google and Apple are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple or Google shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. This Agreement incorporates by reference the Licensed Application End User License Agreement published by Apple and Google, for purposes of which, you are “the end-user.” In the event of a conflict in the Terms of the Licensed Application End User License Agreement and this Agreement, the Terms of this Agreement shall control.

34. Export Controls

The Platform and the underlying information and technology may not be downloaded or otherwise exported or re-exported (1) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Platform, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.

35. Third Party Websites

The Platform may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Platform. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

36. Data and Messaging Rates

You will be able to access the Platform through your mobile device or cellphone.  Please be aware that data and messaging rates may apply depending on your carrier and phone service. Please be sure to check your data plan to understand any relevant costs incurred by your use. We cannot be responsible for any fees charged by your data or cellphone carrier.

37. California Users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Nexals must be sent to our agent for notice to: support@nexals.com

Lastly, California users are also 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 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.