Terms of use

Effective as of: April 28, 2022

This Web site (our “Site”) is maintained and operated by Noumena Partners, Inc. (“Company”, “we”, “our” or “us”). Your access or use of our Site constitutes your agreement to these Terms of Use. If you do not agree with all of these Terms of Use, you may not access or use any portion of our Site.

 

Availability and Authorized Use of Site: Our Site is provided for your personal and non-commercial use, for informational purposes only, and made available from servers resident in the United States of America (U.S.A.).  Except as provided hereafter, Our Site is intended only for users in the U.S.A. 

 

Proprietary Rights: Company is the exclusive owner of or otherwise licensed to use all parts of our Site, including all content, copy, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein. Some materials and/or applications available on our Site belong to third parties who have authorized Company to display the materials, such as portfolio works, client logos and trademarks and other proprietary materials, and/or provide access to the application(s).  By using the Service, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials. Except as expressly set forth in these Terms of Use, no license is granted to you and no rights are conveyed by virtue of accessing or using our Site.  All rights not granted under these Terms of Use are reserved by Company.

 

Comments or Materials Submitted by You: Certain pages on our Site may allow you to submit information, comments, materials or other user content.  You acknowledge you responsible for any such user content you may submit via our Site, including the legality, reliability, originality and copyright of such information or materials, and that any such submission will comply with these Terms of Use. You may only post user content to our Site if you are a resident of the United States and are eighteen (18) years of age or older.  By submitting user content to our Site, you grant Company the irrevocable, perpetual, worldwide right to reproduce, display, perform, distribute, adapt, and promote the user content in any medium, without any right to inspect or approve uses of such content or to compensate you for any such uses.  Company owns all right, title, and interest in any compilation, collective work, or other derivative work created by Company using or incorporating your user content submitted to our Site. Company is under no obligation to screen or monitor user content, but reserves the right to edit or remove any user content at any time without notice and in its sole discretion.

No Ideas Solicited: Company is not soliciting ideas from you, including without limitation suggestions about advertising, promotion, merchandising, or design of our products, additions to our product lines, services, or changes in methods of doing business.  We may already be working on or may in the future work on a similar idea. This policy eliminates concerns about ownership of such ideas. If, notwithstanding this policy, you submit an unsolicited idea to our Site, you understand and acknowledge that such idea is not submitted in confidence and Company assumes no obligation, expressed or implied, by considering it. You further understand that Company shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to Company.  Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, you hereby grant Company an irrevocable, perpetual, world-wide license to use the idea in any manner, in any medium now known or hereafter developed, without compensation to you.  

 

Registration and Passwords:  In order to access certain services on our Site, you may be required to provide specific information. All information about you must be truthful, and you may not use any aliases or other means to mask your true identity. Any access codes or passwords provided should be safeguarded at all times. You are responsible for the security of your access codes and passwords and will be solely liable for any use or unauthorized use under such access codes or passwords. We may suspend or terminate your access at any time with or without notice. To understand how we use information collected from you, including information collected via social media connectivity, please read our Privacy Disclosure, which is posted on our Site. 

 

Unauthorized Use of Site:  You may not use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on our Site. Further, you may not use any such automated means to manipulate our Site, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt, our Site or any other user's use of our Site, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” our Site, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms of Use. You may not frame portions of our Site within another website or application.  You may not resell use of, or access to, our Site to any third party without our prior written consent. 

Links:  Our Site may contain links to other websites or applications, or provide access to applications, not maintained by Company. Other websites or apps may also reference or link to our Site. We encourage you to be aware when you leave our Site or access a third person’s application and to read the terms and conditions and privacy statements of each and every website or app that you visit.  We are not responsible for the practices or the content of such other websites or apps.

Infringement Notice: Materials may be made available via our Site by third parties not within our control. We are under no obligation to, and do not, scan content posted on our Site for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on our Site. 

 

If you believe any materials on our Site infringe a copyright, you should provide us with written notice that at a minimum contains:

 

(i)         A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii)        Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;

(iii)       Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(iv)       Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

(v)        A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi)       A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

All DMCA notices should be sent to our designated agent as follows:

 

Lynne Hart

Lynne@Noumena.global

 

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others. 

 

Disclaimers and Limitation of Liability:  WHILE COMPANY USES REASONABLE EFFORTS TO INCLUDE UP-TO-DATE INFORMATION ON OUR SITE, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS. COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS ON OUR SITE. YOUR USE OF OUR SITE IS AT YOUR OWN RISK. OUR SITE, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH OUR SITE, IS PROVIDED "AS IS" AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON OUR SITE. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OUR SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY SHALL NOT BE LIABLE FOR THE USE OF OUR SITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES, OR FOR ANY DIRECT DAMAGES, AND/OR ANY OTHER DAMAGES RESULTING YOUR USE OF OUR SITE, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

If any part of these warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if we are otherwise found to be liable to you in any manner, then our aggregate liability for all claims under such circumstances for liabilities, shall not exceed the amount paid by you, if any, for accessing our Site.  

 

Indemnification:  You agree to indemnify, defend and hold harmless Company, its employees, directors, officers, agents, business partners, affiliates, contractors, distribution partners and representatives from and against any and all claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to, any breach by you of any of these Terms of Use or applicable law.  

 

Governing Law; Dispute Resolution.  The laws of the State of Florida shall govern these Terms of Use.  If you have any dispute under these Terms of Use or otherwise in connection with our Site, you agree to first try to resolve the dispute informally by notifying us of your concern, and you and we agree to attempt in good faith to resolve any such dispute. While we will make reasonable efforts to resolve any disagreements you may have, if these efforts fail, you agree that all claims, disputes or controversies against us or our parent company, subsidiaries, affiliates, suppliers, and their respective employees, officers, directors, successors, agents and assigns (collectively, “Released Parties”) arising under these Terms of Use or relating to our Site (collectively, “Claims”) are subject to fixed and binding arbitration, no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek.  This includes Claims based on contract, tort (including intentional tort), fraud, agency, negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and Claims made independently or with other claims.  

 

YOU AND WE UNDERSTAND AND AGREE TO ARBITRATE ALL CLAIMS, AND YOU AND WE ARE WAIVING ALL RIGHTS TO RESOLVE ANY CLAIMS BEFORE A JUDGE AND JURY IN A COURT OF LAW. THIS MEANS THAT THE CLAIM WILL BE DECIDED BY AN ARBITRATOR, AND NOT BY A JUDGE OR JURY. COURT REVIEW OF AN ARBITRATION AWARD WILL BE VERY LIMITED. THE ARBITRATOR CAN AWARD ANY DAMAGES OR RELIEF ON YOUR INDIVIDUAL CLAIM THAT A COURT OF LAW COULD UNDER APPLICABLE LAW, PROVIDED, HOWEVER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE ARBITRATOR IS NOT EMPOWERED TO AWARD ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION HEREOF. 

 

In addition, you agree that any and all Claims will be arbitrated on an individual basis, not as a plaintiff, class representative, member of a putative class, or otherwise on behalf of others in any proposed class, collective, consolidated or representative proceeding, and the arbitrator may award relief only on an individual (non-class, non-representative) basis.   Notwithstanding the foregoing, this provision shall not prevent either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, or statutory injunctive relief in its favor solely on the grounds that such relief would also have an effect on the general public.  

The arbitration shall be administered by JAMS or its successor or, if no longer in existence, another nationally-recognized administrator, and conducted in accordance with its comprehensive arbitration rules then in effect (the “Rules”).  Those Rules may limit the discovery available to you or us.  The seat of the arbitration shall be in Fort Lauderdale, Florida or at a different location to which you and we agree in writing.  The arbitration shall be conducted as expeditiously and economically as reasonably practicable.    Payment of all filing, administration, arbitrator and/or mediator fees ("Fees") will be governed by JAMS rules.

A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least fifteen (15) years’ experience or a retired or former judge, selected in accordance with JAMS rules.  If all parties to the dispute do not agree upon the arbitrator within twenty (20) days after commencement of the arbitration, then the arbitrator shall be appointed by the administrator pursuant to the Rules. The arbitrator will take reasonable steps to protect your account information and other confidential information if requested to do so by you or us provided the discovery or exchange of non-privileged information relevant to the dispute shall be permitted. The arbitrator shall issue a written award consisting of a written statement stating the disposition of each claim and include a concise written statement of the essential findings and conclusions on which the award is based (the “Award”). The arbitrator’s Award is final and binding on the parties unless you or we appeal it in writing to the arbitration firm within fifteen (15) days of notice of the Award. Any Claim you have with respect to these Terms of Use or our Site must be commenced within one (1) year after the Claim arises, or such Claim is forever waived by you.

You and we further agree that an Award and any judgment confirming it only applies to the arbitration in which it was awarded and cannot be used in any other proceeding except to enforce the Award itself and any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in state and federal courts located in Fort Lauderdale, Florida.  For any Claims that are not subject to arbitration, if any: (a) the exclusive jurisdiction and venue for proceedings involving Claims shall be the courts of competent jurisdiction sitting within Fort Lauderdale, Florida, and the parties hereby waive any argument that any such court does not have personal jurisdiction or is not appropriate or convenient; and (b) you and we waive any and all rights to trial by jury with respect to any such Claims.

 

 

Changes:  All information posted on our Site is subject to change without notice.  In addition, these Terms of Use may be changed at any time without prior notice. We will make such changes by posting them on our Site. You should check our Site for such changes frequently.  Your continued access of our Site after such changes are posted conclusively demonstrates your acceptance of those changes.

 

Entire Agreement and Severability.  These Terms of Use and any other disclosures, policies or rules posted on our Site constitute the entire agreement between you and Company regarding the subject matter hereof.  A printed version of these Terms of Use shall be admissible in any legal proceeding on the same basis as other business documents and records originally generated and maintained in printed form.  If any part of these Terms of Use shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms of Use, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

 

Waiver; Remedies:  The failure of Company to partially or fully exercise any rights or the waiver of Company of any breach of these Terms of Use by you shall not prevent a subsequent exercise of such right by Company or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of these Terms of Use.  The rights and remedies of Company under these Terms of Use and any other applicable agreement between you and Company shall be cumulative, and the exercise of any such right or remedy shall not limit Company's right to exercise any other right or remedy.

 

Accessibility and Questions:  If you are having any trouble accessing these Terms of Use or our Site, or if you have any questions or comments regarding these Terms of Use or our Site, you may contact us at support@noumena.pro.