Conditions of Use

Mike van Lammeren

Welcome to the web site of Nuvation Research Corporation. (“Nuvation Research Corporation”, “Nuvation”, “us”, or “our”). Our services and products presented in the Nuvation Research Corporation web site (“site”) are provided subject to the following terms and conditions. If you visit the site, you agree to be bound by these terms and conditions as in effect at the time of your visit. Please read them carefully. PRIVACY You should review the terms and conditions of our Privacy Policy, by which you also agree to be bound as a condition of visiting and/or shopping at the site. ELECTRONIC COMMUNICATIONS When you visit the site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any and all legal requirement that such communications be in writing. USE OF MESSAGE SERVICES You agree not to use this site to submit, transmit, or otherwise make available in any manner, including, but not limited to, sending a message card in conjunction with an order, any content (i) that is unlawful, harmful, obscene, hateful, threatening, abusive, defamatory, harassing, libelous, invasive of another’s privacy, or is otherwise objectionable, (ii) that infringes the intellectual property rights of any party or (iii) which contains a chain letter or constitutes any form of mass mailing. You may not use a false e-mail address or otherwise provide information that would be misleading as to the origin of such content. Though Nuvation Research Corporation does not regularly review content you submit to this site, Nuvation Research Corporation reserves the right to edit such content in any way and to refuse to process any orders including content that violates these Terms of Use or that Nuvation Research Corporation finds objectionable for any or no reason. You represent and warrant that you possess all necessary rights to use the content that you submit to this site and that use of such content does not violate these Terms of Use. You agree to defend, indemnify, and hold Nuvation Research Corporation harmless from and against any and all claims arising out of or relating to any content that you submit to this site. By submitting content to this site, you automatically grant, or warrant that the owner of such content has expressly granted, a royalty-free, perpetual, irrevocable right and license to use the content in any manner that Nuvation Research Corporation deems appropriate, in its sole and exclusive discretion, consistent with Nuvation Research Corporation’s Privacy Policy. COPYRIGHT All content included on this site, such as, but not limited to, images, text, graphics, logos, and button icons, is the property of Nuvation or its content suppliers and is protected by United States and international copyright laws. All content on this site that is not the property of Nuvation Research Corporation is used with permission. The arrangement and compilation of all content on this site are the exclusive property of Nuvation Research Corporation and are protected by U.S. and international copyright laws. All software used on this site is the property of Nuvation Research Corporation or its software suppliers and is protected by United States and international copyright laws. Display and use of certain images on the site are subject to additional conditions as set forth in the “Special Conditions” section below. TRADEMARKS Certain marks used on our site are registered trademarks or service marks of Nuvation Research Corporation, in the United States and other countries. Certain Nuvation Research Corporation graphics, logos, page headers, button icons, scripts, and service names are trademarks, service marks, or trade dress of Nuvation Research Corporation or its affiliates. Nuvation Research Corporation’s trademarks and trade dress may not be used for any commercial or other purposes by any party other than Nuvation Research Corporation or its affiliates without the prior written consent of Nuvation Research Corporation. All other trademarks and service marks not owned by Nuvation Research Corporation or its affiliates or subsidiaries that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Nuvation Research Corporation. COPYRIGHT / TRADEMARK COMPLIANCE & COMPLAINTS Nuvation Research Corporation honors the intellectual property rights of others. If you believe that your work has been copied or used on this site in a way that constitutes copyright or trademark infringement, please notify Nuvation Research Corporation by following the procedure set forth in the immediately following paragraph. Nuvation Research Corporation does not reproduce or manufacture any products that it offers on its site, but rather purchases product from various suppliers that claim to have sufficient rights to sell their products to Nuvation Research Corporation for display on our site and sale to our customers. Upon receipt of any bona fide claim of infringement, or upon becoming aware of any actual or alleged infringement by any other means, Nuvation Research Corporation will remove such actual or alleged infringing products from the site pending our investigation. Notice and Procedure for Making Claims of Copyright / Trademark Infringement If you believe that your work has been copied, distributed, or used by Nuvation Research Corporation in a way that constitutes copyright or trademark infringement, please provide Nuvation Research Corporation’s agent with the written information specified below. Please note that this procedure is exclusively for notifying Nuvation Research Corporation and its affiliates of your belief that your copyrighted material or trademark(s) has been infringed. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or trademark interest; A description of the copyrighted work or trademark that you claim has been infringed; A description of the site location of the claimed infringing material, including the ID number, if applicable; Your address, telephone number, and e-mail address; A statement by you that you have a good-faith belief that the claimed infringing use is not authorized by the copyright or trademark owner, its duly authorized agent, or the law; A statement by you that the above information in your notice is accurate and that you are the copyright or trademark owner or are authorized to act on the copyright or trademark owner’s behalf. Nuvation Research Corporation’s agent for notice of claims of copyright or trademark infringement relating to its site can be reached as follows: Nuvation Research Corporation 3590 North First Street, Suite 210 San Jose, CA, USA 95134 LICENSE AND SITE ACCESS Nuvation Research Corporation grants you a limited, revocable, nonexclusive license to access and make personal use of this site as a customer of Nuvation; however, you are not permitted to download (other than page caching) or modify the site or its contents, or any portion thereof, without the prior written consent of Nuvation Research Corporation or through Nuvation’s affiliate program (see Nuvation Research Corporation’s Affiliate Program Agreement). This license does not include any resale or commercial use of this site or commercial use of its contents, or any portion thereof; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another party; or any use of data mining, robots, or similar data gathering and extraction tools. This site, in whole or in part, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the prior written consent of Nuvation Research Corporation. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Nuvation Research Corporation or our affiliates without Nuvation Research Corporation’s prior written consent. You may not use any meta tags or any other “hidden text” utilizing Nuvation Research Corporation’s name or trademarks without the prior written consent of Nuvation Research Corporation. Any use of this site or its contents that is not expressly authorized herein is prohibited and immediately terminates the license granted herein by Nuvation Research Corporation. You may not create any link to use any Nuvation logo or other proprietary graphic or trademark as part of the link without Nuvation Research Corporation’s prior written permission or as specifically provided for under Nuvation Research Corporation’s Affiliate Program as referenced above. YOUR ACCOUNT If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Nuvation Research Corporation and its affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion. REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT Visitors may send comments and other communications, and submit suggestions, ideas, or questions by E-Mail RISK OF LOSS All products purchased from Nuvation Research Corporation are made pursuant to a shipment contract. This means that the risk of loss and title for such products pass to you upon our delivery to the carrier. PRODUCT DESCRIPTIONS Nuvation Research Corporation attempts to describe the products offered on the site as accurately as possible. However, Nuvation Research Corporation does not warrant that product descriptions or other content of this site are accurate, complete, reliable, current, or error-free. If a product offered by Nuvation Research Corporation and purchased by you is not as described, your sole remedy is to return it in unused condition for a refund or credit. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY NUVATION RESEARCH CORPORATION WARRANTS THAT THE PRODUCTS PROVIDED ON THIS SITE WILL CONFORM SUBSTANTIALLY TO THE CORRESPONDING DESCRIPTIONS ON THE SITE WHEN ORDERED. EXCEPT FOR THE WARRANTY IN THE IMMEDIATELY PRECEDING SENTENCE, NUVATION RESEARCH CORPORATION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE, AND YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS OTHERWISE AT YOUR SOLE RISK. YOUR SOLE REMEDY FOR BREACH OF THE WARRANTY CONTAINED IN THIS PARAGRAPH IS RETURN FOR REFUND OR CONFORMING REPLACEMENT. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, NUVATION RESEARCH CORPORATION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, AND QUIET ENJOYMENT. NUVATION RESEARCH CORPORATION DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM NUVATION RESEARCH CORPORATION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NUVATION RESEARCH CORPORATION WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. APPLICABLE LAW By visiting the site, you agree that the laws of the state of California, without regard to principles of conflict of laws, will govern this Terms and Conditions of Use agreement and any dispute of any sort that might arise between you and Nuvation Research Corporation relating to that agreement. SITE POLICIES, MODIFICATION, AND SEVERABILITY Please review our other policies, such as our Privacy Policy, posted on this site. These policies also govern your visit to Nuvation. We reserve the right to make changes to our site, policies, and this Terms and Conditions of Use agreement at any time and in our sole discretion; therefore, you should review those policies, terms, and conditions each time you visit the site. Your continued use of the site after we make any such changes constitutes your binding acceptance of those changes. If any of the terms or conditions herein shall be deemed invalid, void, or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining term or condition. ADVERTISING TERMS & CONDITIONS Nuvation Research Corporation reserves the right to hold Advertiser and its authorized advertising agent jointly and severally liable for any and all amounts owed. If payments are not made in a timely manner, Nuvation, at its option, may terminate this Agreement immediately. COMMITMENT TO FULFILLING TERMS OF AGREEMENT Advertisers and/or its agencies understand that all discounts given are based on the Advertiser’s commitment to fulfilling the Agreement. If, for any reason, this frequency is not met by the time of expiration or cancellation of the Contract, Advertiser agrees to pay a short rate charge on all ads run based on the applicable rate card for the actual frequency completed. RIGHT TO REFUSE UNACCEPTABLE ADVERTISING Nuvation Research Corporation reserves the right to refuse any advertisement banner that does not completely conform to every detail, Nuvation Research Corporation reserves the right to refuse any advertisement banner that does not arrive five (5)days before the advertisement is to be placed online. Nuvation Research Corporation does not accept advertising from companies that produce or provide tobacco, alcohol, or pornographic products or services (which Nuvation shall have complete discretion to define), or their subsidiaries, or foundations funded by such companies whose function is to improve acceptance of such products by the public. This Agreement is voidable by Nuvation Research Corporation immediately if Advertiser fails to disclose (or conceals or misrepresents) any involvement with tobacco, alcohol, or pornographic products or services. In addition, Nuvation Research Corporation may in its complete discretion refuse the use of any other advertising that it deems appropriate. USAGE STATISTICS: NUVATION RESEARCH CORPORATION MAKES NO GUARANTEE THAT USAGE STATISTICS WILL BE EQUAL TO ANY PUBLISHED NUMBERS AT ANY GIVEN TIME. NUVATION RESEARCH CORPORATION SHALL NOT BE HELD LIABLE FOR ANY CLAIMS AS THEY RELATE TO SAID USAGE STATISTICS. TRUTH IN ADVERTISING / INDEMNIFICATION FOR LIABILITY Advertiser is solely responsible for any legal liability arising out of or relating to (1) the Advertisement, and/or (2) any material to which users can link through the Advertisement. Advertiser represents and warrants that the Advertisement and Link comply with Nuvation Research Corporation’s advertising standards; and that it holds the necessary rights to permit the use of the Advertisement and Link by Nuvation Research Corporation for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity. Advertiser agrees to indemnify Nuvation Research Corporation and to hold Nuvation Research Corporation harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by Nuvation Research Corporation, arising out of or related to Advertiser’s breach of any of the foregoing representations and warranties. Advertiser agrees to request that Nuvation Research Corporation be listed as an additional insured on any policy issued to Advertiser pursuant to which there could be coverage for any of the forms of legal liability described in this paragraph. LIMITATION ON DAMAGES: IN NO EVENT WILL NUVATION RESEARCH CORPORATION BE LIABLE TO ADVERTISER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT NUVATION RESEARCH CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ASSIGNMENT Advertiser may not assign this agreement, in whole or in part, without Nuvation Research Corporation’s written consent. Any attempt to assign this Agreement without such consent will be null and void. GOVERNING LAW This Agreement will be governed by and construed in accordance with the laws of the State of California. ENTIRE AGREEMENT This Agreement and any and all exhibits and attachments are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter, provided that all pricing will be governed by Nuvation Research Corporation’s rate card, whether printed on paper or electronically. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. Nuvation Research Corporation may change this agreement at any time without notice.

2008-05-27T15:41:07-07:00

conditions-of-use 301172

2008-05-27T15:41:07-07:00

142402

Conditions of Use 2008-05-27T15:43:44-07:00 Welcome to the web site of Nuvation Research Corporation. ("Nuvation Research Corporation", "Nuvation", "us", or "our"). Our services and products presented in the Nuvation Research Corporation web site ("site") are provided subject to the following terms and conditions. If you visit the site, you agree to be bound by these terms and conditions as in effect at the time of your visit. Please read them carefully. PRIVACY You should review the terms and conditions of our Privacy Policy, by which you also agree to be bound as a condition of visiting and/or shopping at the site. ELECTRONIC COMMUNICATIONS When you visit the site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any and all legal requirement that such communications be in writing. USE OF MESSAGE SERVICES You agree not to use this site to submit, transmit, or otherwise make available in any manner, including, but not limited to, sending a message card in conjunction with an order, any content (i) that is unlawful, harmful, obscene, hateful, threatening, abusive, defamatory, harassing, libelous, invasive of another's privacy, or is otherwise objectionable, (ii) that infringes the intellectual property rights of any party or (iii) which contains a chain letter or constitutes any form of mass mailing. You may not use a false e-mail address or otherwise provide information that would be misleading as to the origin of such content. Though Nuvation Research Corporation does not regularly review content you submit to this site, Nuvation Research Corporation reserves the right to edit such content in any way and to refuse to process any orders including content that violates these Terms of Use or that Nuvation Research Corporation finds objectionable for any or no reason. You represent and warrant that you possess all necessary rights to use the content that you submit to this site and that use of such content does not violate these Terms of Use. You agree to defend, indemnify, and hold Nuvation Research Corporation harmless from and against any and all claims arising out of or relating to any content that you submit to this site. By submitting content to this site, you automatically grant, or warrant that the owner of such content has expressly granted, a royalty-free, perpetual, irrevocable right and license to use the content in any manner that Nuvation Research Corporation deems appropriate, in its sole and exclusive discretion, consistent with Nuvation Research Corporation's Privacy Policy. COPYRIGHT All content included on this site, such as, but not limited to, images, text, graphics, logos, and button icons, is the property of Nuvation or its content suppliers and is protected by United States and international copyright laws. All content on this site that is not the property of Nuvation Research Corporation is used with permission. The arrangement and compilation of all content on this site are the exclusive property of Nuvation Research Corporation and are protected by U.S. and international copyright laws. All software used on this site is the property of Nuvation Research Corporation or its software suppliers and is protected by United States and international copyright laws. Display and use of certain images on the site are subject to additional conditions as set forth in the "Special Conditions" section below. TRADEMARKS Certain marks used on our site are registered trademarks or service marks of Nuvation Research Corporation, in the United States and other countries. Certain Nuvation Research Corporation graphics, logos, page headers, button icons, scripts, and service names are trademarks, service marks, or trade dress of Nuvation Research Corporation or its affiliates. Nuvation Research Corporation's trademarks and trade dress may not be used for any commercial or other purposes by any party other than Nuvation Research Corporation or its affiliates without the prior written consent of Nuvation Research Corporation. All other trademarks and service marks not owned by Nuvation Research Corporation or its affiliates or subsidiaries that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Nuvation Research Corporation. COPYRIGHT / TRADEMARK COMPLIANCE & COMPLAINTS Nuvation Research Corporation honors the intellectual property rights of others. If you believe that your work has been copied or used on this site in a way that constitutes copyright or trademark infringement, please notify Nuvation Research Corporation by following the procedure set forth in the immediately following paragraph. Nuvation Research Corporation does not reproduce or manufacture any products that it offers on its site, but rather purchases product from various suppliers that claim to have sufficient rights to sell their products to Nuvation Research Corporation for display on our site and sale to our customers. Upon receipt of any bona fide claim of infringement, or upon becoming aware of any actual or alleged infringement by any other means, Nuvation Research Corporation will remove such actual or alleged infringing products from the site pending our investigation. Notice and Procedure for Making Claims of Copyright / Trademark Infringement If you believe that your work has been copied, distributed, or used by Nuvation Research Corporation in a way that constitutes copyright or trademark infringement, please provide Nuvation Research Corporation's agent with the written information specified below. Please note that this procedure is exclusively for notifying Nuvation Research Corporation and its affiliates of your belief that your copyrighted material or trademark(s) has been infringed. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or trademark interest; A description of the copyrighted work or trademark that you claim has been infringed; A description of the site location of the claimed infringing material, including the ID number, if applicable; Your address, telephone number, and e-mail address; A statement by you that you have a good-faith belief that the claimed infringing use is not authorized by the copyright or trademark owner, its duly authorized agent, or the law; A statement by you that the above information in your notice is accurate and that you are the copyright or trademark owner or are authorized to act on the copyright or trademark owner's behalf. Nuvation Research Corporation's agent for notice of claims of copyright or trademark infringement relating to its site can be reached as follows: Nuvation Research Corporation 3590 North First Street, Suite 210 San Jose, CA, USA 95134 LICENSE AND SITE ACCESS Nuvation Research Corporation grants you a limited, revocable, nonexclusive license to access and make personal use of this site as a customer of Nuvation; however, you are not permitted to download (other than page caching) or modify the site or its contents, or any portion thereof, without the prior written consent of Nuvation Research Corporation or through Nuvation's affiliate program (see Nuvation Research Corporation's Affiliate Program Agreement). This license does not include any resale or commercial use of this site or commercial use of its contents, or any portion thereof; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another party; or any use of data mining, robots, or similar data gathering and extraction tools. This site, in whole or in part, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the prior written consent of Nuvation Research Corporation. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Nuvation Research Corporation or our affiliates without Nuvation Research Corporation's prior written consent. You may not use any meta tags or any other "hidden text" utilizing Nuvation Research Corporation's name or trademarks without the prior written consent of Nuvation Research Corporation. Any use of this site or its contents that is not expressly authorized herein is prohibited and immediately terminates the license granted herein by Nuvation Research Corporation. You may not create any link to use any Nuvation logo or other proprietary graphic or trademark as part of the link without Nuvation Research Corporation's prior written permission or as specifically provided for under Nuvation Research Corporation's Affiliate Program as referenced above. YOUR ACCOUNT If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Nuvation Research Corporation and its affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion. REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT Visitors may send comments and other communications, and submit suggestions, ideas, or questions by E-Mail RISK OF LOSS All products purchased from Nuvation Research Corporation are made pursuant to a shipment contract. This means that the risk of loss and title for such products pass to you upon our delivery to the carrier. PRODUCT DESCRIPTIONS Nuvation Research Corporation attempts to describe the products offered on the site as accurately as possible. However, Nuvation Research Corporation does not warrant that product descriptions or other content of this site are accurate, complete, reliable, current, or error-free. If a product offered by Nuvation Research Corporation and purchased by you is not as described, your sole remedy is to return it in unused condition for a refund or credit. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY NUVATION RESEARCH CORPORATION WARRANTS THAT THE PRODUCTS PROVIDED ON THIS SITE WILL CONFORM SUBSTANTIALLY TO THE CORRESPONDING DESCRIPTIONS ON THE SITE WHEN ORDERED. EXCEPT FOR THE WARRANTY IN THE IMMEDIATELY PRECEDING SENTENCE, NUVATION RESEARCH CORPORATION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE, AND YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS OTHERWISE AT YOUR SOLE RISK. YOUR SOLE REMEDY FOR BREACH OF THE WARRANTY CONTAINED IN THIS PARAGRAPH IS RETURN FOR REFUND OR CONFORMING REPLACEMENT. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, NUVATION RESEARCH CORPORATION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, AND QUIET ENJOYMENT. NUVATION RESEARCH CORPORATION DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM NUVATION RESEARCH CORPORATION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NUVATION RESEARCH CORPORATION WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. APPLICABLE LAW By visiting the site, you agree that the laws of the state of California, without regard to principles of conflict of laws, will govern this Terms and Conditions of Use agreement and any dispute of any sort that might arise between you and Nuvation Research Corporation relating to that agreement. SITE POLICIES, MODIFICATION, AND SEVERABILITY Please review our other policies, such as our Privacy Policy, posted on this site. These policies also govern your visit to Nuvation. We reserve the right to make changes to our site, policies, and this Terms and Conditions of Use agreement at any time and in our sole discretion; therefore, you should review those policies, terms, and conditions each time you visit the site. Your continued use of the site after we make any such changes constitutes your binding acceptance of those changes. If any of the terms or conditions herein shall be deemed invalid, void, or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining term or condition. ADVERTISING TERMS & CONDITIONS Nuvation Research Corporation reserves the right to hold Advertiser and its authorized advertising agent jointly and severally liable for any and all amounts owed. If payments are not made in a timely manner, Nuvation, at its option, may terminate this Agreement immediately. COMMITMENT TO FULFILLING TERMS OF AGREEMENT Advertisers and/or its agencies understand that all discounts given are based on the Advertiser's commitment to fulfilling the Agreement. If, for any reason, this frequency is not met by the time of expiration or cancellation of the Contract, Advertiser agrees to pay a short rate charge on all ads run based on the applicable rate card for the actual frequency completed. RIGHT TO REFUSE UNACCEPTABLE ADVERTISING Nuvation Research Corporation reserves the right to refuse any advertisement banner that does not completely conform to every detail, Nuvation Research Corporation reserves the right to refuse any advertisement banner that does not arrive five (5)days before the advertisement is to be placed online. Nuvation Research Corporation does not accept advertising from companies that produce or provide tobacco, alcohol, or pornographic products or services (which Nuvation shall have complete discretion to define), or their subsidiaries, or foundations funded by such companies whose function is to improve acceptance of such products by the public. This Agreement is voidable by Nuvation Research Corporation immediately if Advertiser fails to disclose (or conceals or misrepresents) any involvement with tobacco, alcohol, or pornographic products or services. In addition, Nuvation Research Corporation may in its complete discretion refuse the use of any other advertising that it deems appropriate. USAGE STATISTICS: NUVATION RESEARCH CORPORATION MAKES NO GUARANTEE THAT USAGE STATISTICS WILL BE EQUAL TO ANY PUBLISHED NUMBERS AT ANY GIVEN TIME. NUVATION RESEARCH CORPORATION SHALL NOT BE HELD LIABLE FOR ANY CLAIMS AS THEY RELATE TO SAID USAGE STATISTICS. TRUTH IN ADVERTISING / INDEMNIFICATION FOR LIABILITY Advertiser is solely responsible for any legal liability arising out of or relating to (1) the Advertisement, and/or (2) any material to which users can link through the Advertisement. Advertiser represents and warrants that the Advertisement and Link comply with Nuvation Research Corporation's advertising standards; and that it holds the necessary rights to permit the use of the Advertisement and Link by Nuvation Research Corporation for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity. Advertiser agrees to indemnify Nuvation Research Corporation and to hold Nuvation Research Corporation harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by Nuvation Research Corporation, arising out of or related to Advertiser's breach of any of the foregoing representations and warranties. Advertiser agrees to request that Nuvation Research Corporation be listed as an additional insured on any policy issued to Advertiser pursuant to which there could be coverage for any of the forms of legal liability described in this paragraph. LIMITATION ON DAMAGES: IN NO EVENT WILL NUVATION RESEARCH CORPORATION BE LIABLE TO ADVERTISER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT NUVATION RESEARCH CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ASSIGNMENT Advertiser may not assign this agreement, in whole or in part, without Nuvation Research Corporation's written consent. Any attempt to assign this Agreement without such consent will be null and void. GOVERNING LAW This Agreement will be governed by and construed in accordance with the laws of the State of California. ENTIRE AGREEMENT This Agreement and any and all exhibits and attachments are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter, provided that all pricing will be governed by Nuvation Research Corporation's rate card, whether printed on paper or electronically. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. Nuvation Research Corporation may change this agreement at any time without notice.