Last Updated: December, 2021
This license agreement (the "Agreement") is a legal agreement between the Licensee, a single legal entity identified in the registration process provided as part of the start-up interview ("Licensee", "you"), and Nomad Web Ventures Inc. ("Nomad Web Ventures," "we", "our" or "us"). This Agreement governs Licensee's and its Agents" (defined below) access to and use of the service known as Abakus ("Abakus") which is owned by Nomad Web Ventures. Licensee must accept the terms of this License Agreement before accessing or otherwise using such Software or any of the services that may be provided by Nomad Web Ventures under this License Agreement ("Services"). To access and use the Services, Licensee must have access to the Internet.
LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, including the payment of the applicable subscription fees, Nomad Web Ventures grants Licensee a personal, limited, non-exclusive, non-transferable license, during the initial term of the subscription and any Renewal Term (as defined in Section 9), to electronically access and use the Services solely to manage Licensee's financial data and solely by such number of authorized users (“Users”) for which the applicable licensee fee has been paid by Licensee. Licensee agrees to ensure that its Users also abide by the terms of license agreements applicable thereto. The Services are licensed, not sold.
LICENSEE ACCESS INFORMATION AND ACCOUNT DATA. Licensee is solely responsible for (i) maintaining the confidentiality and security of Licensee's access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by Licensee to access the Services (collectively, "Licensee Access Information"), and (ii) preventing unauthorized access to or use of the information, files or data that Licensee stores or uses in or with the Services (collectively " Account Data"). Licensee is responsible for providing access and assigning passwords to system administrators and other authorized users under Licensee's account for the Services, and ensuring that such system administrators and authorized users comply with this Agreement. Licensee will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data ("Communications") entered using the Licensee Access Information. Nomad Web Ventures assumes that any Communications it receives through use of the Licensee Access Information were sent or authorized by Licensee. Licensee agrees to immediately notify Nomad Web Ventures if Licensee becomes aware of any loss, theft or unauthorized use of any Licensee Access Information. Nomad Web Ventures reserves the right to deny Licensee access to the Services (or any part thereof) if Nomad Web Ventures reasonably believes that any loss, theft or unauthorized use of Licensee Access Information has occurred. Licensee must inform Nomad Web Ventures of, and hereby grants to Nomad Web Ventures permission to use, Licensee Access Information to enable Nomad Web Ventures to provide the Services to Licensee, including updating and maintaining Account Data, addressing errors or service interruptions, and to enhance the types of data and services Nomad Web Ventures may provide to Licensee in the future. To be clear Licensee will be responsible for all activities and charges resulting from the use of their Abakus account, including unauthorized use.
PERMITTED DISCLOSURES. Licensee acknowledges and agrees that in order to provide Licensee with access to and use of the Services, Nomad Web Ventures may provide Licensee Access Information and Account Data to (i) Licensee's employee or agent who is identified in the Registration Data as the current system administrator for the Licensee's account (the "Current Administrator"), (ii) such other Licensee employee or agent who may be designated by Licensee as a replacement administrator for the Licensee's account by following the procedures required by Nomad Web Ventures to effectuate such replacement, and (iii) any other person identified as an authorized user of the Services in the set-up interview form or in any subsequent communication to Nomad Web Ventures (collectively, "Information Recipients").
CONDUCT OF LICENSEE. Licensee agrees that all Users authorized by Licensee to access Abakus shall use Abakus only for lawful purposes. Licensee and its Users will not post or transmit on or through Abakus any libelous, obscene, or otherwise unlawful information of any kind, and they will not engage in any conduct involving Abakus that would constitute a criminal offense or give rise to civil liability under any local, provincial, state, federal or other law or regulation and Licensee and its Users will not upload, post, reproduce or distribute to or through Abakus any material protected by copyright, privacy or other proprietary right without first obtaining the written permission of the owner thereof. Any complaint with regard to "SPAM" may result in the immediate termination of Licensee’s access to Abakus. Licensee acknowledges that Abakus, Abakus software and software accessible through Abakus contain copyrighted and other proprietary and confidential information and material, and Licensee and its Users will respect all such proprietary rights and take such precautions as may be reasonably necessary to protect private, confidential and other proprietary information and material from unauthorized use or disclosure. This Agreement does not grant Licensee any rights to trademarks or service marks of Nomad Web Ventures.
ACCURACY AND VALIDITY OF INFORMATION AND OPINIONS. Nomad Web Ventures will make a reasonable effort to ensure that information it contributes to Abakus is timely and accurate. However, Nomad Web Ventures does not endorse or warrant and assumes no responsibility whatsoever for the timeliness, accuracy, reliability, completeness or usefulness of any statement, opinion, advice, service or other information contributed to Abakus.
MONITORING OF Abakus. Nomad Web Ventures may, in its discretion, monitor Abakus and Licensee’s and User’s use thereof to determine and ensure compliance with this Agreement and to protect itself and other Users of Abakus from fraudulent, unlawful, dangerous or abusive use of Abakus. Nomad Web Ventures may also intercept and disclose any content, record, use or other information to the extent reasonably necessary to protect the rights of Nomad Web Ventures, for mechanical or service quality control as permitted by law, or to comply with any law, regulation, or governmental request. Nomad Web Ventures may also, in its discretion, review, edit, refuse to post or remove any material or information submitted or transmitted to Abakus. Nomad Web Ventures will not, however, intentionally intercept or disclose any private e-mail message unless required or permitted by law to do so, and Nomad Web Ventures shall be under no obligation to monitor, review, screen, edit or otherwise control any information or material contributed to Abakus.
FEEDBACK. Licensee agrees that Nomad Web Ventures may, in its sole discretion, use any communications from Licensee in any way, including in future modifications of the Services, multimedia works and/or advertising and promotional materials relating thereto. Licensee hereby grants Nomad Web Ventures a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, reproduce, modify, create derivative works from, perform, distribute and display for any purpose any information Licensee provides to Nomad Web Ventures in the communications.
SUBSCRIPTION. The Services are licensed on a monthly or longer time subscription basis, as selected by Licensee or its agent. The Services will be deemed accepted by Licensee upon acceptance of this Agreement for trial versions of the Services and upon acceptance of this Agreement and payment of the subscription fee for paid for versions of the Services. Access to the Services will begin (i) for trial versions after your acceptance of this Agreement and after Nomad Web Ventures receives and processes all the information, requested by the start-up interview form; and (ii) for paid for versions after your acceptance of this Agreement and after Nomad Web Ventures receives and processes all the information requested by the start-up interview form and payment information. Licensee or its agent must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in a U.S. checking or savings bank account (“Bank Account”) to cover an electronic debit of the subscription fee to obtain access to the paid for Services. The payment information Licensee or its agent provides must be accurate and complete, and Licensee agrees to notify us promptly of any change in the payment information. When Licensee subscribes and provides payment information, Licensee's or its Agent's (as applicable) Card or Bank Account will be debited, and will be automatically re-debited at the beginning of each applicable monthly or longer subscription term ("Renewal Term") at the then-current subscription rate to maintain access to the Services.
TERMINATION BY LICENSEE. Licensee may notify Nomad Web Ventures to cancel the subscription prior to the beginning of each Renewal Term. Licensee's rights to use the Services may be terminated by Nomad Web Ventures immediately and without notice if Nomad Web Ventures is unable to debit Licensee's or its agent's Card in accordance with this Agreement.
REGISTRATION DATA. Licensee must register to use the Services and (i) provide true, accurate, current and complete information about Licensee, system administrators, authorized users, and other related parties as prompted by the start-up interview sign-up process (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If Licensee provides any Registration Data that is inaccurate, not current or incomplete, or Nomad Web Ventures has reasonable grounds to suspect is inaccurate, not current or incomplete, Nomad Web Ventures may, in its sole discretion, suspend or terminate Licensee's account and refuse any and all current or future access to and use of the Services (or any portion thereof).
SOFTWARE USE, STORAGE AND ACCESS. Nomad Web Ventures shall have the right, in its sole discretion and with reasonable notice posted on the Abakus site and/or sent to Licensee at the Current Administrator's email address provided in the Registration Data, to revise, update, or otherwise modify the Services and establish or change limits concerning use of the Services, temporarily or permanently, including but not limited to (i) the amount of storage space Licensee has on the Services at any time, and (ii) the number of times (and the maximum duration for which) Licensee may access the Services in a given period of time. Nomad Web Ventures reserves the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with any laws or regulations, and to provide Licensee with electronic or written notice within thirty (30) days after such change. Licensee may reject changes by discontinuing use of the Services to which such changes relate. Licensee's continued use of the Services will constitute Licensee's acceptance of and agreement to such changes. Nomad Web Ventures may, from time to time, perform maintenance upon the Services resulting in interrupted service, delays or errors in the Services. Nomad Web Ventures will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.
DISCLAIMER OF WARRANTIES. THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOMAD WEB VENTURES AND ITS AFFILIATES, LICENSORS, THIRD PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT. NOMAD WEB VENTURES DOES NOT WARRANT THAT SOFTWARE OR SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREAT OF HACKERS, OR OTHER PROGRAM LIMITATIONS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEE. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OF SERVICES. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
LIMITATION OF NOMAD WEB VENTURES LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOMAD WEB VENTURES SHALL HAVE NO LIABILITY TO LICENSEE OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INFORMATION, PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED BY NOMAD WEB VENTURES UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF NOMAD WEB VENTURES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND THE AGGREGATE LIABILITY OF NOMAD WEB VENTURES UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INFORMATION, PRODUCTS OR SERVICES FURNISHED OR TO BE FURNISHED BY NOMAD WEB VENTURES UNDER THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT PAID TO NOMAD WEB VENTURES BY LICENSEE UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT SHALL OPERATE TO RELIEVE NOMAD WEB VENTURES FROM LIABILITY FOR ITS OWN WILLFUL OR WANTON RECKLESSNESS OR INTENTIONAL TORTS. IN NO EVENT DOES NOMAD WEB VENTURES ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN LICENSEE ARISING OUT OF LICENSEE’S USE OR INABILITY TO USE THE SOFTWARE OR SERVICES. IN ADDITION, NOMAD WEB VENTURES SHALL HAVE NO LIABILITY TO LICENSEE FOR ANY DISCLOSURES BY NOMAD WEB VENTURES TO ANY INFORMATION RECIPIENT IN ACCORDANCE WITH SECTION 3 HEREOF OR ANY USE OF THE LICENSEE ACCESS INFORMATION OR MYABAKUS ACCOUNT DATA BY THE INFORMATION RECIPIENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NOMAD WEB VENTURES AND LICENSEE. NOMAD WEB VENTURES WOULD NOT BE ABLE TO HAVE PROVIDED THE SOFTWARE OR THE SERVICES WITHOUT SUCH LIMITATIONS.
Throughout the Term of this agreement and for a period of one and one half years from the date of its termination, Licensee, or any of its Users, shall not develop a service or software that competes with, or is similar to, Abakus without the express written approval of Nomad Web Ventures directors.
TERM AND TERMINATION. This Agreement shall be effective immediately and shall continue in effect on a month-to-month basis until terminated as provided herein. Either party may, at its election and in its sole discretion, terminate this Agreement as of the end of any calendar month by written notice to the other party at least thirty (30) days prior to the effective date of termination. Licensee may, at its option, terminate this Agreement effective immediately by written notice to Nomad Web Ventures within thirty (30) days following the date on which access to Abakus first becomes available to Licensee. Nomad Web Ventures may, at any time, terminate this Agreement and/or terminate Licensee’s access to any or all of Abakus without advance notice if Licensee or anyone of its authorized Users fails to comply with any term or condition of this Agreement or Licensee no longer consents to receive Electronic Communications in accordance with Section 21. Upon termination of this Agreement, Licensee will immediately cease and desist from using Abakus. Additionally, Nomad Web Ventures reserves the right (but has no obligation) to delete all Licensee Access Information and Account Data stored on Nomad Web Ventures’ servers if the subscription has been terminated or if Licensee has not renewed a subscription for the Services.
Abakus ACCESS AND SERVICE FEES. Throughout the term of this Agreement, Licensee will pay Nomad Web Ventures a monthly fee determined in accordance with fee schedules established by Nomad Web Ventures for Abakus from time-to-time as posted at www.myabakus.com. Licensee will also pay or reimburse Nomad Web Ventures for all sales, use, excise, and other taxes and governmental charges including VAT or GST (other than income taxes) which Nomad Web Ventures is at any time required to pay or collect in connection with the furnishing of Abakus under this Agreement. Licensee's Card or Bank Account will be charged for the monthly fees and other charges to be paid under this Agreement. PLEASE NOTE Card or Bank Account statements will indicate that charges are paid to Amzn Pmts. If Licensee gives written notice of termination of this Agreement within thirty (30) days following the date on which access to Abakus first became available to Licensee, Nomad Web Ventures will credit Licensee’s Card or Bank Account for basic monthly service fees incurred up to the date on which such notice of termination is received. Payment terms of all charges by Nomad Web Ventures to Licensee under this Agreement are payment in advance. Any amount not paid when due will accrue a finance charge at the rate of two percent (2%) per month (26.82% per year), or the highest rate permitted by law, whichever is less, until fully paid.
CHANGE IN MONTHLY FEES. Nomad Web Ventures reserves the right to change our monthly fees upon 30 days notice from us. Fee change notices may be posted on the Abakus website: https://www.myabakus.com.
CREDIT CARD INFORMATION. Nomad Web Ventures does not store Card information of Users. Nomad Web Ventures is not responsible for the security of any credit data and Licensees indemnify and hold harmless Nomad Web Ventures from any claim or demand resulting from the theft or loss of any Card information.
CONSENT TO CONDUCT BUSINESS ELECTRONICALLY ("CONSENT").
AMENDMENT. Nomad Web Ventures may, without advance notice or liability, add, discontinue, or revise any aspect of Abakus, including, without limitation, such aspects as scope of service, availability of service, time of service availability, the hardware and/or software required for Licensee to access and use Abakus, and this Agreement subject to the terms and conditions of this Agreement as it may be amended from time-to-time. Any use of the Services by Licensee after Nomad Web Ventures' publication of any such changes shall constitute Licensee's acceptance of this Agreement as modified. A current version of this Agreement may be found at https://www.myabakus.com/terms.html.
THIRD PARTY SERVICES. In connection with the Licensee's use of the Services, Licensee may be made aware of services, products, offers and promotions provided by third parties, and not by Nomad Web Ventures ("Third Party Services"). If Licensee decides to use Third Party Services, Licensee is responsible for reviewing and understanding the terms and conditions governing any Third Party Services. Licensee agrees that the third party, and not Nomad Web Ventures, is responsible for the performance of the Third Party Services.
THIRD PARTY WEBSITES. The Services may contain or reference links to websites operated by third parties ("Third Party Websites"). These links are provided as a convenience only. Such Third Party Websites are not under the control of Nomad Web Ventures. Nomad Web Ventures is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Nomad Web Ventures does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Nomad Web Ventures of any information contained in any Third Party Website. In no event will Nomad Web Ventures be responsible for the information contained in such Third Party Website or for Licensee's use of or inability to use such website. Access to any Third Party Website is at Licensee's own risk, and Licensee acknowledges and understands that linked Third Party Websites may contain terms and privacy policies that are different from those of Nomad Web Ventures. Nomad Web Ventures is not responsible for such provisions, and expressly disclaims any liability for them.
U.S. GOVERNMENT RESTRICTED RIGHTS. The Services are a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the Services with only those rights set forth herein.
NON-WAIVER. The failure by either party at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by either party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed.
SEVERABILITY AND CHOICE OF LAW. Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision shall be deemed severed from this Agreement, and all other provisions shall remain in full force and effect. This Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws applicable in the State of Delaware, United States, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The parties hereto irrevocable submit to the exclusive jurisdiction and venue of the courts of the State of Delaware.
ASSIGNMENT AND BINDING EFFECT. Nomad Web Ventures may assign, delegate and/or otherwise transfer this Agreement or its rights and obligations hereunder to any person or entity. Licensee may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Nomad Web Ventures. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding between Nomad Web Ventures and Licensee regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by the party against whom the same is sought to be enforced.
NOT AGENT OR FIDUCIARY. Licensee agrees that Nomad Web Ventures is not acting as Licensee's agent or fiduciary in connection with Licensee's use of the Services.
HEADINGS. Headings are included for convenience only, and shall not be considered in interpreting this Agreement.
FORCE MAJEUR. Nomad Web Ventures shall not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action.