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TERMS AND CONDITIONS OF USE

TERMS AND CONDITIONS OF USE

1. DEFINITIONS.

1.1 “Agreement” means the Order between you and NUVEW, including its terms and any documents incorporated into the order, if applicable, including any riders, amendments, or extensions, as well as these Terms and Conditions of Use.

1.2 “Content” means any text, data, trademarks, service marks, trade names, graphics, logos, URLs, domain names, brand features, photographs, pictures, communications, animation, images, digital clips, audio or video and other related components, whether or not produced by Customer or produced pursuant to the Agreement.

1.3 “Custom Content” means any content specifically created for your website by NUVEW, including without limitation pages for your website, blogs, back-end support pages for google, or other written content created exclusively for your website. For avoidance of doubt, “Custom Content” shall not include any Plug-In Information (as defined in Section 8.2, below).

1.4. “NUVEW Web Site” means the websites provided by NUVEW under the Agreement, including domain name, user interface, all related technology, Content, and Software.

1.5 “NUVEW” means Trivette Consulting, Inc. d/b/a NUVEW as well as its officers, directors, employees, and agents.

1.6 “Order” means any order, or confirmation of an order, for Products, however provided, including but not limited to email or other electronic or telephonic confirmations. “Order” shall include any add-ons, rider orders, or amendments to an order, as well as any documents incorporated or referenced in an Order, including without limitation these Terms of Use.

1.7 “Products” means any products or services offered by NUVEW under an Agreement.

1.8 “Software” means any software and related tools that NUVEW makes available for your use in connection with any Product.

1.9 “Term” has the meaning set forth in Section 3.1 below.

1.10 “Terms of Use” means these NUVEW Terms and Conditions of Use.

1.11 “You” and “your” (both capitalized and lower case) and “Customer” mean the person or business receiving Products from NUVEW pursuant to an Agreement.

1.12 “Your Content” (Sometimes referred to as “Customer Content”) means any text, data, trademarks, service marks, trade names, graphics, logos, URLs, domain names, brand features, photographs, pictures, communications, animation, images, digital clips, audio or video and other related components provided by you for use in any of the Products, including without limitation third-party intellectual property, badges, or logos. “Your Content” also refers to any product delivered by NUVEW pursuant to this Agreement and paid for, in full, by the Customer, excepting therefrom any proprietary information retained by NUVEW pursuant to Section 8.

2. DELIVERY, FEES, INVOICING & PAYMENT.

2.1. Subject to the terms and conditions of this Agreement including those in these Terms of Use, in or referenced in the Order and those terms incorporated by reference, if any, NUVEW shall provide you with the Products specified on your Order with reasonable skill and care, and you shall pay to NUVEW the applicable fees for the Products in accordance with the invoice terms.

2.2 The fees for the Products will be set forth in the applicable Order and may include set-up fees, deposits, Transactional Commitments (described in Order), Monthly Commitment(s) (described in Order), and other payment obligations (collectively the “Fees”). If Fees may be expressed in terms of a Monthly Commitment or other periodic payment, the Customer is obligated for such payments throughout the Term. Deposits must be paid upon acceptance of an Order. Deposits, set-up fees, and one-time payments are non-refundable when paid. Transactional Commitments are payable when invoiced. Any changes or additions to Customer’s selections will affect the total Fees.

2.3. Customer billing shall commence upon the commencement of the term set forth in your Order for each NUVEW Product unless otherwise designated.

2.4 Absent prior approval by NUVEW, Customer must provide a credit card to be automatically billed by NUVEW. Bank drafts, bank withdrawals, or checks will be accepted only by prior agreement between Customer and NUVEW.

2.5 Customer authorizes NUVEW, or NUVEW’s merchant services provider, to store Customer’s financial information for the purpose of facilitating payment to NUVEW. It is Customer’s responsibility to notify NUVEW, in writing, of any changes or updates to Customer’s financial information, and Customer is solely responsible for its failure to do so.

2.6 LATE PAYMENT: In the event of a failure of the payment method authorized by Customer, or if one or more payments remain unpaid or are paid after the due date, such late payments are subject to a late fee equal to the greater of $25 or 6% of the total payment due, but not to exceed the maximum amount allowed by applicable law. Customer shall owe, and NUVEW has the right to invoice for the then-current non-sufficient funds fee for all returned checks. NUVEW reserves the right to change payment terms by providing written notice to you for the period following notice. Fees should be paid in U.S. dollars. Fees do not include any telecommunication provider’s charges. Invoices will include additional charges for shipping and handling, if applicable, as well as applicable taxes. Further, you shall be liable for all costs of collection incurred by NUVEW, including without limitation, collection agency fees, reasonable attorneys’ fees, and court costs, if you fail to comply with the payment obligations set forth herein. Restrictive endorsements or other statements on checks or other forms of payment accepted and negotiated by NUVEW will not be enforceable as accord and satisfaction under any circumstances absent prior written consent by NUVEW.

2.7 All Orders involving an automatically recurring monthly payment will be paid in advance on a monthly basis during the Term, subject to the termination provisions set forth below.

3. TERM & TERMINATION.

3.1 The term of your Agreement begins (a) for customers launching or relaunching a website through NUVEW, on the first day of the month after the Customer’s website is launched or relaunched, and (b) for all other customers, on the date of the Order or as defined by the agreement between Customer and NUVEW. The term continues until termination of the Agreement as set forth herein (the “Term”).

3.2 If the Agreement includes an “Initial Term” it will be set forth in the Order. After the expiration of the Initial Term, if any, the Agreement will be extended automatically on a month-to-month basis, until either party terminates in accordance with the terms herein (each such extended term, a “Renewal Term.”). For avoidance of doubt, an Agreement for Products that consist solely of one-time development services shall not have an Initial Term or Renewal Terms, and shall terminate automatically upon NUVEW’s completion of such services and Customer’s payment therefor.

3.3. Either party may terminate the Agreement as follows:

a. By NUVEW, for convenience, upon thirty (30) days prior written notice to Customer.

b. By Customer, for convenience, upon sixty (60) days prior written notice to NUVEW. Such termination for convenience shall become effective on the first day of the next month following such sixty (60) day period. Customer’s notice hereunder must be via e-mail to NUVEW at info@NUVEW.com, with “Cancel Service” in the subject line, and must contain Customer’s name, business name, email address, phone number, physical address, and domain. Customer shall be responsible for all monthly charges or other Fees due and owing during such sixty (60) day period, and no pro-rated refunds for partial terms or months will be provided. In the event that Customer cancels this Agreement during the Initial Term, Customer shall be liable for the Early Cancellation Fees set forth in Section 3.5, below.

c. Effective immediately upon notice for a material breach by the other party that remains uncured for more than thirty (30) days after the allegedly breaching party receives written notice from the non-breaching party identifying the specific breach. Upon a termination pursuant to this Section 3.3(c), NUVEW may withhold all further Products and discontinue all services immediately upon issuance of the termination notice.

3.4 Except as set forth in Section 3.3 above, this Agreement may not be terminated by Customer during the Initial Term, except a) by following the “Early Cancellation Provisions” set forth in Section 3.5 below; and b) sixty (60) days after NUVEW receives written notice of termination as a result of complete dissolution of Customer’s business, or in the case of a solo proprietorship, if there is a death or retirement, and c) in the event of any increase in a Monthly Commitment, excluding i) any increases set forth in this Agreement, or ii) increases related to adjusting any estimates, provided that such notice is given in writing thirty (30) days prior to termination and is provided within thirty (30) days after the price increase becomes effective.

3.5 Customer acknowledges that its commitment to each Initial Term was an important factor in NUVEW’s decision to agree to the pricing in this Agreement. If NUVEW terminates the Agreement based on Customer’s breach pursuant to Section 3.3(c), then Customer shall be obligated to pay NUVEW all amounts invoiced and unpaid as of the date of termination, plus 100% of all deposits, set up fees or similar upfront charges in the Agreement. Such amounts are in addition to, and not instead of, any other remedies provided elsewhere in this Agreement, or by law for breach, including without limitation NUVEW’s right to seek injunctive relief and to sue for damages. If Customer terminates the Agreement pursuant to Section 3.3(b) during the Initial Term or a similar fixed term established in the Offer or other agreement with NUVEW, Customer shall be obligated as well as the Early Cancellation Fee equal to 60% of the total remaining amounts due under the Agreement for the remainder of the Initial or fixed Term. Hereinafter, the terms and conditions of this paragraph shall be referenced as the “Early Cancellation Provisions.”

3.6 If NUVEW hosted, maintained, or administered your website pursuant to this Agreement, then you agree that, immediately upon termination, you are solely responsible for ensuring the copyright and other intellectual property rights of any material contained on the website, including without limitation any embedded pictures, logos, or permissions. NUVEW shall have no responsibility for maintaining intellectual property licenses, copyrights, or permissions related to content used on your website following termination of this Agreement, and you shall bear sole responsibility to NUVEW and third parties regarding any claims arising from the same.

4. COOPERATION & OTHER OBLIGATIONS.

4.1 In order for NUVEW to provide you the Products you have ordered, throughout the Term, you shall promptly provide NUVEW true, accurate, current, and complete information, including but not limited to Your Content, access to your domain, website, and website files, and provide reasonable and timely feedback to NUVEW and its third-party providers on all requests for Your Content, your review, approval, and any other information. Failure to promptly provide such information may be considered a material breach of this Agreement by Customer and may result in the delay, denial, or suspension of the Products or termination of this Agreement, at NUVEW’s option, under Section 3.3(c). You hereby acknowledge that information provided to NUVEW under this Agreement may be shared with NUVEW affiliates and other entities that have alliances with NUVEW.

5. USER ACCOUNT, PASSWORD, AND SECURITY.

5.1 You acknowledge receipt of one or more passwords and account designations for your NUVEW Products. Passwords are non-transferable and should not be shared under any circumstances. You are responsible for maintaining the confidentiality of the password and account designation. You will promptly notify NUVEW of any unauthorized use of your password or account or any other breach of security involving the NUVEW Products.

5.2 You acknowledge that, if NUVEW is responsible for hosting or maintaining your website, NUVEW will retain sole and exclusive administrative rights over the website during the term of the hosting agreement, and you will not receive administrative rights during that time.

6. YOUR CONTENT.

6.1 By providing, posting, publishing, uploading, inputting, or distributing any Content to or through NUVEW or its Products (“Your Content” defined above), you grant (or warrant that the owner of such rights has expressly granted) NUVEW a limited, worldwide, irrevocable, royalty-free, non-exclusive right and license, with the right to sublicense, to use, reproduce, modify, adapt, publish, publicly perform, publicly display, digitally display and digitally perform, translate, create derivative works from and distribute Your Content or incorporate Your Content into any form, medium, or technology now known or later developed throughout the universe, for the purposes of developing, providing, displaying and marketing the Products, for internal use for product development, and for marketing purposes. NUVEW may compile and use aggregated non-personal information taken from Your Content and may provide such information to third parties. Aggregated non-personal information means information that is taken from Your Content or your use of the Products, but that is compiled in a way so that it no longer identifies an individual person. BY ENTERING INTO THIS AGREEMENT, YOU UNDERSTAND AND CONSENT TO NUVEW EXTRACTING YOUR CONTENT FROM YOUR EXISTING WEBSITE(S) FOR USE IN THE PRODUCTS AND ON SUCH OTHER PLATFORMS AS MAY BE REASONABLY REQUIRED FOR NUVEW TO PROVIDE SERVICES TO YOU; PROVIDED, HOWEVER, THAT NUVEW’S USE OF YOUR EXISTING WEBSITE CONTENT SHALL NOT CONVEY OWNERSHIP OF THAT CONTENT TO NUVEW. YOU FURTHER AGREE THAT SUCH EXTRACTED DATA A) SHALL BE CONSIDERED PROVIDED BY YOU FOR USE IN THE PRODUCTS, AND B) IS SUBJECT TO THE LICENSE GRANT SET FORTH IN THIS SECTION 6.1. YOU AGREE THAT ANY INFORMATION EXTRACTED FROM YOUR EXISTING WEBSITE MAY BE FREELY INCORPORATED BY NUVEW INTO THE PRODUCTS. IF YOU DO NOT POSSESS SUFFICIENT RIGHTS IN CONTENT ON YOUR WEBSITE TO ALLOW NUVEW’S USE OF THE CONTENT IN ACCORDANCE WITH THESE TERMS, YOU AGREE TO PROVIDE NUVEW PROMPT NOTIFICATION OF SUCH LIMITATIONS. SHOULD YOU WISH TO WITHDRAW OR LIMIT THE FOREGOING CONSENT AT ANY TIME YOU MAY, YOU MUST GIVE WRITTEN NOTICE TO NUVEW OF ANY DESIRED REMOVAL OF CONSENT OR OF ANY LIMITATIONS ON USE.

6.2 You are solely responsible for Your Content. You are solely liable for any material protected by copyright, trademark, patent, or trade secret law used in Your Content without the permission of the author or owner and for defamatory materials in any of Your Content. NUVEW is not responsible for reviewing Your Content before it appears on the Products. You represent and warrant that (i) Your Content contains no offensive, harassing, inflammatory, defamatory, indecent, or obscene material, (ii) Your Content does not violate any applicable laws, regulations, or judicial rulings; (iii) Your Content is not false, misleading, deceptive, or fraudulent; (iv) you will endeavor in good faith to honor all promises, offers, and statements you make in Your Content and in any related materials, products, services, or communications you offer or make through Your Content; (v) you own or are authorized to use Your Content and all images, trademarks, trade names, and similar materials of any kind which are included in Your Content; and (vi) Your Content does not infringe upon or violate any intellectual property, proprietary, or other rights of NUVEW, its affiliates, and any third party. NUVEW reserves the right, in its sole discretion, to refuse to display or to remove from the Products at any time any Content that it reasonably regards as violating this provision as otherwise inappropriate or as inconsistent with NUVEW editorial policies in effect from time to time. NUVEW reserves the right to release current or past information related to you if NUVEW believes that you or any of Your Content, any of the Products you ordered, or your account is in violation of any criminal laws or is being used to commit unlawful acts, or if the information is subpoenaed.

6.3 Customer understands and acknowledges that: (a) NUVEW’s timely development and implementation of the Products is contingent upon your timely provision of Your Content and feedback, (b) the NUVEW, Your Content, and media plans are subject to the rules of each applicable Media Outlet on which they may appear; and (b) once a Product is distributed, posted, hosted or placed upon a third party Media Outlet Web site or search engine NUVEW assumes no responsibility for its display on or removal from that site;

7. UPGRADES AND OTHER SERVICES.

7.1 You hereby acknowledge that NUVEW may send you information (via postal service, email or other electronic means, and facsimile) and offers about upgrades and other services provided by NUVEW, its affiliates, and other entities that have alliances with NUVEW unless you provide written notice to the contrary. Notwithstanding the foregoing, under no circumstances will NUVEW, its affiliates, or other entities have any obligation to provide you with upgrades, enhancements, or modifications for the Products.

8. PROPRIETARY RIGHTS.

8.1 Except as otherwise specified in the Agreement and except for Your Content and any domain name(s) you own, you acknowledge and agree that: (i) the Software; (ii) the Products; (iii) the NUVEW domain names (iv) the NUVEW Web Sites and all content therein, (v) the NUVEW online services and all content therein; (vi) NUVEW owned or controlled logos, service marks and trademarks (the “Marks”) placed in the Products and (vii) all Content other than Your Content, are owned by NUVEW and/or its licensors and are protected by copyrights, trademarks, service marks, patents, or other proprietary rights, laws, and regulations. As between you and NUVEW, you retain ownership of Your Content.

8.2 You acknowledge that during the time that NUVEW is hosting, maintaining, or administering your website, NUVEW may include software, plug-ins, or other intellectual property owned by NUVEW or licensed by NUVEW from third parties (collectively, “Plug-In Information”) into your website. Notwithstanding anything to the contrary in this Agreement, such Plug-In Information shall not be Your Content, but all rights to, licenses for, and/or ownership of such Plug-In Information shall exclusively remain with NUVEW. In the event of the termination of NUVEW’s hosting, maintenance, or administration services, NUVEW shall have the right to remove all such Plug-In Information prior to the release of any administrative rights to the website to your control.

8.3 If you contract for monthly website services from NUVEW, then ownership of any Custom Content generated by NUVEW for you during each month shall transfer to you upon payment for such month’s services.

8.4 Ownership of the website design and WordPress framework for any website designed for you by NUVEW will transfer to you upon completion of the Initial Term. Provided, however, that nothing in this section shall be construed to transfer ownership of Plug-In Information or intellectual property owned by or licensed from third parties.

9. OTHER RESPONSIBILITIES.

9.1 You represent that you are solely responsible for compliance with all laws, rules, and regulations governing attorney advertising, ethical obligations, licensure, promulgated by any applicable jurisdiction, court, bar association, and any other governing body which are applicable to you, or other representatives, the NUVEW Web Site, and your use of the Products.

9.2 If you include your email address or other contact information in any profile, posting, or other content, resulting in your receiving email or other communications sent from any third party, you acknowledge that you have the sole discretion whether to respond to that sender, who may be an impostor, and you do so at your sole risk. You are solely responsible for assessing the integrity, authenticity, honesty, and trustworthiness of all persons with whom you choose to communicate. You agree that NUVEW and affiliates shall have no liability or responsibility whatsoever for any communications, agreements, or transactions between you and any third party.

9.3 In the event you request that NUVEW add third-party services to your website, you agree to hold NUVEW harmless from any and all claims related to such third-party services and third parties, including but not limited to claims related to negligence, data breach, theft or piracy, whether intentional or unintentional, breach of contract, warranty, performance, or service outages, whether or not caused by such third parties.

9.4 You further agree to waive and release NUVEW from any and all claims related to or resulting from interference, alteration, disruption, damage, or access by third parties to your website, your computer network, and server, including all hardware and software systems, personal computers or devices connected to your website, computer network or server, and any data stored or maintained by you on such computer network and server, personal computers or devices, including any alteration, destruction, damage or access to data stored on your computer network and server or personal computers or devices, regardless of how such access or interference by such third parties originates. If you have engaged NUVEW for website maintenance, then NUVEW will use reasonable measures, consistent with industry standards, to monitor for and prevent third party intrusion; provided, however, that you maintain final authority and responsibility for preventing such hacking or intrusion, and you agree not to hold NUVEW responsible for the same. In the event that you decline to engage NUVEW for website maintenance services, then you are solely responsible for third party intrusion on your website, and NUVEW shall have no liability for the same.

10. INDEMNIFICATION

10.1 You will indemnify, defend, and hold harmless NUVEW, its successors, assigns, parents, subsidiaries, affiliates and their respective officers, directors, employees, contractors, licensors, suppliers and agents from and against any and all claims, actions, demands, losses, expenses (including reasonable attorneys’ fees), damages, liabilities, taxes, penalties, assessments, judgments and costs arising out of, from, or in connection with (i) Your Content or NUVEW’s use of Your Content as permitted by this Agreement and the Content produced pursuant to this Agreement, (ii) your website, if any, its content, chosen keywords and phrases, and any services you offer in connection therewith, and any claims, demands, fines or penalties related to the operation of your website and claims related to the accessibility of your websites, including claims related to third party interference with or disruption of your website, (iii) any breach of your representations or warranties set forth herein, (iv) any violation by you of applicable laws, regulations or ethical requirements, (v) your breach of any of the terms of this Agreement, or (vi) any communications you provide through any NUVEW Product, including, without limitation, any claims or allegations of intellectual property infringement, libel, and legal malpractice. If a third party threatens or files a claim covered by this Indemnification Section against NUVEW, NUVEW shall promptly give notice to the Customer. If a third party threatens or files a claim covered by this Indemnification Section against Customer, the Customer shall promptly give notice to NUVEW. Notwithstanding any provision to the contrary, the Customer’s obligation to indemnify NUVEW pursuant to this Section shall not depend upon the Customer fulfilling its obligation to make all payments required by this Agreement, and this indemnity shall survive the termination of the Agreement.

11. DISCLAIMER OF WARRANTIES.

11.1 YOU EXPRESSLY AGREE THAT USE OF THE PRODUCTS IS AT YOUR SOLE RISK. THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NUVEW 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. NUVEW, ITS LICENSORS, SUPPLIERS, SPONSORS, SUBCONTRACTORS, AND AFFILIATES MAKE: (A) NO WARRANTY THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS, THAT THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (B) NO WARRANTY ABOUT THE RESULTS OBTAINED FROM THE PRODUCTS OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE PRODUCTS, (C) NO WARRANTY THAT DEFECTS IN THE SOFTWARE, THE PRODUCTS, OR THE RESULTS WILL BE CORRECTED, AND (D) NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE NUVEW WEBSITES, OTHER WEBSITES, OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH WEBSITES.

12. LIMITATION OF LIABILITY

12.1 EXCEPT FOR THE NUVEW OBLIGATIONS IN THE INDEMNIFICATION SECTION ABOVE, THE LIABILITY OF NUVEW IS LIMITED TO THE FEES PAID BY YOU TO NUVEW FOR THE PRODUCTS DURING THE 12-MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM OR CAUSE OF ACTION AROSE. NUVEW SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF NUVEW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NUVEW IS NOT RESPONSIBLE FOR ANY LOSS OF DATA RESULTING FROM NUVEW’S DELETION OF ANY OF THE PRODUCTS, NETWORK OR SYSTEM OUTAGES, EQUIPMENT OR TELECOMMUNICATIONS FAILURE OR MALFUNCTIONS, FILE CORRUPTION, OR ANY OTHER REASONS. NUVEW IS NOT RESPONSIBLE FOR THE DELIVERY OF ANY GOODS OR SERVICES SOLD OR ADVERTISED BY YOU OR OTHERS. YOU ARE COMPLETELY RESPONSIBLE FOR ALL ACTIVITIES, FEES, AND/OR LIABILITIES THAT ARE RELATED TO OR RESULT FROM USE OF THE PRODUCTS UNDER YOUR PASSWORD OR ACCOUNT. IN ADDITION TO THE FOREGOING, NUVEW SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM SUBSCRIBER’S NON-COMPLIANCE WITH ANY LOCAL AND STATE ETHICS RULES OR OTHER RULES APPLICABLE OR FROM SUBSCRIBER’S VIOLATION OF SUCH RULES.

13. CONFLICT.

13.1 If there is a conflict between any written terms of the Agreement with NUVEW and these terms and conditions of use, the terms and conditions of the written Agreement govern as to the subject of the Agreement.

14. CONFIDENTIALITY.

14.1 The Agreement, including but not limited to its terms, conditions, and pricing information, as well as all information regarding NUVEW’s products, marketing or ranking strategies, techniques, use of plug-ins and other website tools, or any other information regarding NUVEW that is not generally known to the public, is “Confidential Information” of NUVEW. Customer will receive and maintain Confidential Information in trust and confidence and not disclose or provide access to the Confidential Information to any third party. Customer will further limit disclosure within its organization to those persons who have a “need-to-know.” Customer understands disclosure of Confidential Information may cause competitive harm to NUVEW. If Customer breaches this confidentiality provision, NUVEW may, at its option, and in addition to any other remedy it may have under the Agreement, at law or in equity, immediately terminate the NUVEW Products provided under the Agreement without refund and immediately collect from Customer the Early Cancellation Fee.

15. GENERAL.

15.1 Law. Unless specifically stated otherwise in the Agreement, this Agreement is governed by the laws of the State of Indiana without regard to its conflict of law provisions, and you and NUVEW submit to the exclusive personal and subject matter jurisdiction of the courts located within the State of Indiana for all disputes arising out of or related to the Agreement or the Products. NUVEW may waive the foregoing exclusive jurisdiction provision by filing a complaint in any other jurisdiction.

15.2 Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

15.3 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the court should give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement will remain in full force and effect. If that term cannot be so interpreted or reformed, that term will be omitted and, if the term is essential to the Order, the parties will promptly begin good faith negotiations to replace it. The other terms of the Order will remain in effect and be enforceable with the invalid or unenforceable term interpreted, reformed, replaced, or omitted, as the case may be.

15.4 Claims. Any claim or cause of action by you against NUVEW arising out of or related to the Products or this Agreement must be filed within 3 months after such claim or cause of action arose or is forever barred, regardless of any statute or law to the contrary.

15.5 Modifications. NUVEW may modify the Products, withdraw Products it ceases to offer, or modify this Agreement, in whole or in part, at any time upon reasonable advance notice to you with such modifications taking effect from the date of such notice forward. Notice of such modification or withdrawal may be made by or on behalf of NUVEW to you via email, regular mail, telecopy, delivery service, or posting on a NUVEW Web Site. If the terms and conditions applicable to your Agreement are materially modified, you may terminate the Agreement with ten (10) days prior written notice to NUVEW, so long as notice of termination is made within thirty (30) days after NUVEW issues such notice. You will be deemed to have agreed to such modified Agreement if NUVEW does not receive a notice of termination from you within such period. Notwithstanding the foregoing, you shall be bound by modifications to the Agreement for any use of the Products following the notice of the change. If a Product you ordered is materially modified, you may terminate that portion of the Order, including that Product with ten (10) days prior written notice to NUVEW, so long as notice of termination is made within thirty (30) days after NUVEW issues such notice. You will be deemed to have agreed to such modification to the Product if NUVEW does not receive a notice of termination from you within such period. Notwithstanding the foregoing, you shall be bound by modifications to the Agreement for any use of the Products following the notice of the change. If a Product is withdrawn from the Order, then you shall only pay NUVEW the pro-rata Fees and applicable taxes for such Product through the date the Product ceased to be provided.

15.6 Complete Agreement. The Agreement, including any exhibits, riders, and amendments, state the complete agreement between you and NUVEW concerning this subject and supersedes all earlier oral and written communications between the parties concerning this subject.

15.7 Acceptance. The Agreement is subject to acceptance by NUVEW, which acceptance shall be evidenced by providing access to the Products. You warrant and represent that you have the full right, power and authority to enter into this Agreement and to grant the rights granted herein without violating any other agreement or commitment of any kind and that the person accepting the Agreement on your behalf, whether such acceptance is in writing, electronically or through other means, has the power and authority to enter the Agreement on your behalf.

15.8 No Exclusivity. Orders do not grant Customer an exclusive right or privilege to receive Products. NUVEW may, in its sole discretion, provide similar or identical products to other customers, which may be competitors of Customer.

15.9 Relationship. Customer and NUVEW are independent contractors. Nothing in an Order is intended to or will constitute Customer or NUVEW as an agent, legal representative, partner, joint venturer, franchisee, employee, or servant of the other for any purpose. Neither Customer nor NUVEW shall make any contract, commitment, warranty, or representation on behalf of the other or incur any debt or other obligation in the other’s name.

15.10 Amendments. If an Order document specifies a process by which it may be amended, then NUVEW may amend it according to that process. No other amendment to an Order will be binding unless agreed to in writing executed by NUVEW and Customer, and no approval, consent, or waiver will be enforceable unless signed by the granting party. No preprinted term appearing in any document that is not part of an Order will be enforceable by the originating party against the other party unless that term is expressly accepted in writing by an authorized representative of the other party. No document will be deemed to amend an Order by implication.

15.11 Survival. Sections 2, 3.5, and 5 through 15, and all provisions in these Terms of Use including indemnification/defense of claims provisions, limitations of liability, representations and warranties as to Intellectual property rights, disclaimers of warranties and, any accrued but unpaid financial obligations, and any other terms in an Agreement that by their nature should or typically would survive expiration or termination will survive the expiration or termination for any reason of the Order(s) and the Agreement.

15.12 Non-Assignment. Customer may not assign its rights or delegate your duties under this Agreement to access the NUVEW Products without the prior written consent of NUVEW, which consent shall not be unreasonably withheld.

15.13 Successors and Assigns. The Agreement will be binding on and will inure to the benefit of the parties’ and their respective successors and permitted assigns.

15.14 Force Majeure. No party will be liable for any damage, delay, or failure of performance resulting directly or indirectly from a event of Force Majeure. If a Force Majeure occurs, the affected party will notify the other parties and make commercially reasonable efforts to mitigate the adverse effects of the Force Majeure on the performance of the Order. This Force Majeure Section does not excuse Customer’s obligation to pay for NUVEW Products actually received. As used herein, an event of “Force Majeure” shall mean any event or occurrence that is outside the control of the party claiming the excuse, which renders its performance hereunder impossible, and that was not reasonably foreseen or foreseeable as of the date agreement was made between you and NUVEW, including without limitation war, fires, floods, earthquakes, natural disasters, lightning strikes, mass internet outages, or outages or restrictions due to pandemic, virus, or mass health crisis.

15.15 Notice. Unless expressly set forth herein, all notices required under this Agreement shall be in writing and shall be served by personal delivery, United States mail, courier service, overnight delivery, or electronic mail.

Responsive Design
Development

One of the key aspects of website development in today’s day and age is not just to have a website, but to have a website that can be accessed on numerous different devices. In fact, the smartphone has replaced the computer as the most popular way to browse the internet, which means that having a responsive design – i.e. a website that will adapt to any sized screen automatically – is key to connecting with customers. If you are building your website from the ground up, we can make sure that it is responsive and displays equally as brilliantly regardless of from where it is accessed.

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If you are ready to learn more about how our website development professionals can help you develop a stand-out website, please do not hesitate to contact us today. You can contact us directly by giving us a call at 219-323-3343, or by filling out our online contact form for a free quote.

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