These Terms and Conditions (“Terms and Conditions”) govern the manner in which you may use and access Nuro’s Services (as defined below) which are available via Nuro’s website and applications.
By clicking the “I Agree” button or otherwise signifying your acceptance, you accept the Terms and Conditions and agree to be bound by their provisions towards Nuro Secure Messaging Ltd., a company incorporated under the laws of the state of Israel (“Nuro” or “we”). In these Terms and Conditions “you” means you, the person who will be using Nuro’s Services as an end-user. You and other users of the Services may also be referred to hereunder individually as a “User” and collectively as the “Users”.
Nuro reserves the right, in its sole discretion, to modify these Terms and Conditions at any time by posting the modified provisions at http://nuro.im/eula and you shall be responsible for reviewing and becoming familiar with any such modifications. Please note that any such modifications shall become effective immediately upon posting. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT ACCESS AND USE ANY PART OF THE SERVICES.
Nuro provides secured messaging services for professional purposes, which enables real time communication within organizations and between organizations, with co-workers, partners, clients, and other third parties (collectively, the “Service” or “Services”). Users who register for the Services using the organizational email address allocated to them by their organization and/or place of employment (“Organization”) will become members of their Organization’s group on Nuro. The Services are available in “chat rooms”, which are registered in an Organization’s name. Users may communicate both with (i) other users within their Organization in their Organization’s chat room(s), and (ii) users of other organizations (“External Users” and “External Organizations” respectively) within either their Organization’s chat room(s) (should they invite the External User to their Organization’s chat room) or the External Organization’s chat room(s) (if they are invited by an External User to such External User’s External Organization’s chat room). Please note that a chat room will be registered in the name of the Organization with which the User who initiated the chat room is associated; and this information will be displayed to all Users who participate in that chat room, regardless of the Organization they are associated with.
Please note that in the event that you are the first User of the Services within your Organization, you hereby also accept Nuro’s General Terms, available at http://nuro.im/terms, on behalf of your Organization. Further, you will automatically be considered your Organization’s Administrator, unless and until such time as such role is transferred to another User within your Organization.
The Services may be used only by individuals who (i) can form legally binding contracts under applicable law, and (ii) are authorized to use the Services pursuant to their Organization’s procedures and policies (if any). You hereby warrant that you have the authority to enter into these Terms and Conditions, and that your use of the Service is authorized and compatible with your Organization’s procedures and policies.
Nuro may (i) change, suspend or discontinue the Services (or any part thereof) at any time, including the availability of any feature, content or database, without notice or liability; (ii) offer alternative and/or additional Services to certain Users, that may not be offered to general Users. In addition, Nuro may impose limits on certain features and services or restrict your access to the Services (or any part thereof) without notice or liability.
Please note that your Organization has administrative control over your account, and members of your Organization have the ability to (i) access information about your activities, (ii) monitor your account and (iii) manage your account. Without derogating from the foregoing, please note that in the event that you communicate in an External Organization’s chat room, then, in addition to the foregoing, both the chat room and the data transferred therein may be monitored and managed by such External Organization and members of such External Organization. These organizations, and any party acting on their behalf, are solely responsible for any such activity and for compliance with applicable laws, and Nuro shall not have any responsibility or liability in that respect.
As part of the registration process, you may be required to provide Nuro certain personal information (including, name, phone number, organizational or personal e-mail address, etc.) and to select a password. You shall provide Nuro with accurate, complete, and updated registration information.
Nuro reserves the right to refuse User’s registration or to block User’s access to the Services, at its sole discretion. The User is solely responsible for the activity that occurs on the User’s account, and must keep the account credentials secured. The User must notify Nuro immediately of any breach of security or unauthorized use of his/her account.
Intellectual Property and License
Subject to these Terms and Conditions and to Nuro’s agreement with your Organization, Nuro grants you a limited, non-transferable, non-exclusive, non-assignable, non-sub-licensable personal license to access and use the Service for non-commercial use, for as long as your account is active and Nuro’s agreement with your Organization is in effect, provided that you are in full compliance with these Terms and Conditions. Except as expressly provided herein, no other rights or licenses, expressed or implied, are granted to you by Nuro with respect to the Services, including any proprietary information, patent, copyright, trademark, trade secret, or other intellectual property right, whether registered or not.
All right, title and interest in the Services and any materials provided by Nuro to you, and any development or derivative thereof, including without limitation, all copyrights, trade secrets, and other intellectual property rights pertaining thereto shall remain vested in Nuro and its licensors and these Terms and Conditions do not convey to you any interest in or to the Services, except for a limited right of use as set forth herein, terminable in accordance with these Terms and Conditions.
All photos, texts, scripts, designs, graphics, logos, audios, videos, songs, interactive features, trademarks, service marks, trade names and other content (“Content”) used, displayed, included, incorporated, uploaded, posted or published by Nuro or other third parties, as part of the Services (other than User Content (as such term is defined below)), are the sole property of Nuro and/or its licensors (“Nuro’s Content”), subject to copyright and other intellectual property rights under applicable laws, and you may not use, download, distribute and/or copy them, in whole or in part, without the prior written permission of Nuro or any relevant third party. For the sake of clarity, you may not copy, reproduce, modify, publicly display, publicly perform, publish, distribute sell, license, rent, transfer, reproduce, create derivative works based on, or exploit in any way, Nuro’s Content or any part thereof.
If you send Nuro feedback or suggestions regarding the Services, such feedback and suggestions shall become Nuro’s property and you acknowledge that Nuro may use them at its sole discretion, without any obligation to compensate you in any manner for such feedback or suggestions.
Third Party Materials
The Services may contain software or other materials provided by third parties (including “open source” software) (“Third Party Materials“). The license terms, copyright notices and available source code with respect to Third Party Materials can be found at http://nuro.im/third-party-materials. Use of such Third Party Materials shall be governed by the license agreements specific to each such Third Party Material, provided, however, that in addition to any terms and conditions of any third party software license as set forth in the abovementioned webpage, and without derogating from such terms, the disclaimer of warranty and limitation of liability set forth herein shall apply to all software. If the Software contains any software provided by third parties not noted in the abovementioned webpage, the restrictions contained in these Terms and Conditions shall apply to all such third party software providers and third party software as if they were Nuro and the Software, respectively. By using the Services you agree to the licenses that apply to any Third Party Materials.
Prior to installing any part of the Services, you may be required to install additional third party software, if such third party software is not already installed on your hardware or devices. This third party software is separate and independent of the Services. The use of such software is not governed by these Terms and Conditions, and shall be governed only by the license agreements specific to such software, to which Nuro is not a party. No legal relationship shall be formed between Nuro and a User with respect to such third party software. IN NO EVENT SHALL NURO BE LIABLE FOR ANY DAMAGE CAUSED BY SUCH SEPARATE AND INDEPENDENT THIRD PARTY SOFTWARE. SUCH SOFTWARE IS PROVIDED “AS IS”, WITHOUT ANY WARRANTY BY NURO.
Reporting of Intellectual Property Infringements
Nuro does not permit copyright infringing activities and infringement of intellectual property rights via its Service. To file a copyright infringement notification, please send a written communication to firstname.lastname@example.org and we will follow with additional instructions.
While using the Services, you may upload, publish, display and transfer data, information, files, documents and other Content to third parties, as well as submitting and publishing profile photos and information (“User Content”). Users must follow their Organization’s policies, guidelines and procedures concerning any use and transferring of the User Content via the Services. In addition, Users who communicate with in chat rooms registered under the name of the External Organization must follow the policies, guidelines and procedures of the relevant External Organization concerning any use and transferring of the User Content via the Services through such External Organization’s chat room.
You hereby represent and warrant that you own or have all the necessary license, rights, consents, approvals and permissions to, and authorize Nuro and other third parties to, exploit, copy, download, store and transfer the User Content, without infringing or violating any copyrights, privacy rights, publicity rights, trademarks or any other contractual, intellectual property or proprietary of any third party, including your Organization and, if relevant, an External Organization.
The User hereby grants to: (i) Nuro an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to use, copy, download and store the User Content, and share, publish, reproduce, distribute and display your profile pictures in the manner contemplated hereunder, and to allow others to do so in order to provide or enable the Services; and (ii) other Users a non-exclusive license to view your profile, including profile pictures through the Service.
It is hereby clarified that you are solely responsible for your interactions with other Users and third parties via the Services. Nuro is not directly involved in any communication between Users. Nuro takes no responsibility and assumes no liability for any communication between Users. You understand that when using the Services you will be exposed to User Content from a variety of sources, and that you are solely responsible for your interactions with other Users and third parties via the Services. Nuro takes no responsibility and assumes no liability for, and makes no guarantees or warranties to, the accuracy, validity, legal status, usefulness, safety, or intellectual property rights of, any User Content that you or any other User or third party post or transfer over the Service. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Nuro with respect thereto. You further warrant and undertake that you are solely responsible for any User Content that you publish, send, transfer or share via the Services and for any damage or loss to any other third party resulting therefrom and that you assume all risk in connection therewith. You indemnify and hold harmless Nuro or anyone acting on its behalf from any liability, cost, damage and expense (including reasonable legal fees) caused due to and/or by the User Content.
You may not, and may not permit or aid others to: (i) use the Services for any purpose other than the purpose explicitly set forth herein; (ii) copy, alter, translate or reproduce the Services; (iii) modify, publish, sell, distribute, assign, pledge or transfer (by any means), display, sublicense, rent, lease or otherwise share the rights granted under these Terms and Conditions; (iv) reverse engineer, de-compile, modify, revise or disassemble the Services or any part thereof, or extract source code from the object code of the Services, or access the Services in order to build a competing product or service; (v) take any action intended to circumvent or disable the operation of any security feature or measure of the Services; (vi) access the Services or Nuro’s facilities via automated means, including by crawling, scraping, caching or otherwise (except as may be the result of standard search engine protocols or technologies used by a search engine with our express consent); (vii) use the Services in any manner that is illegal or not authorized by these Terms and Conditions; (viii) infringe your Organization’s, or in the event that you communicate with External Users in a chat room registered to an External Organization such External Organization’s internal policies, guidelines, and procedures; or (ix) upload, display, post, send, incorporate and/or contribute any Content that (a) infringes, violates, misuse or otherwise interferes with any copyright, patent, trademark, trade secret or other right of any third party; (b) is defamatory, abusive, harassing, threatening, racist, or constitutes an invasion of a right of privacy of another person, or otherwise offensive, violent, vulgar, obscene, or otherwise harms or can reasonably be expected to harm any person or entity; (c) is illegal or encourages or advocates illegal activity; (d) posts or transmits any communication or solicitation designed or intended to obtain password, account, or private information from any third party; (e) contains viruses, trojan horses, worms, or any other computer programs designed to interrupt, destroy, or limit the functionality of the Services or any system, computer software, hardware or telecommunications equipment; (f) creates a false identity or impersonates another person; (g) “stalks” or otherwise harasses another or is antisocial, disruptive, or destructive, including “flaming”, “spamming”, “flooding”, “trolling”, and “griefing” as such terms are commonly understood and used on the Internet; or (h) violates any applicable local, state, national or international law or regulation.
Nuro may terminate or suspend your license, account and access to the Services (or any part thereof) immediately, without prior notice or liability, if you breach, or fail to comply with, any of the provisions contained in these Terms and Condition. All the provisions of these Terms and Conditions which by their nature should survive termination (including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability) shall remain in full force and effect following termination thereof, for any reason whatsoever. Termination of these Terms and Conditions shall not relieve you from any obligation arising or accruing prior to such termination or limit any liability which you otherwise may have to Nuro.
Please note that in the event that your Organization, or the External Organization whose chat room you are using, has licensed the Services pursuant to Nuro’s ‘On Premise License Model’, then your Organization, or such External Organization, is solely responsible for maintaining your privacy and for the security of your personal information.
Warranty and Disclaimer
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND RESULTS IS SOLELY WITH YOU. THE SERVICES ARE SUPPLIED “AS IS”, AND WITHOUT WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE. NURO DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET YOUR SPECIFIC REQUIREMENTS. NURO MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, THE CONTENT AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY, NON-INFRINGEMENT OR COMPLETENESS OF RESPONSES, RESULTS AND LACK OF NEGLIGENCE.
Limitation of Liability
NURO’S SOLE LIABILITY IS TOWARDS YOUR ORGANIZATION AND/OR THE EXTERNAL ORGANIZATION, AS THE CASE MAY BE, AND SUCH LIABILITY IS LIMITED UNDER NURO’S AGREEMENT WITH SUCH ORGANIZATION. IN NO EVENT SHALL NURO, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES BE LIABLE TOWARDS YOU, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, INDIRECT OR OTHER DAMAGES, INCLUDING LABOUR COSTS, LOSS OR CORRUPTION OF DATA OR INFORMATION, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS INFORMATION, PURE ECONOMIC LOSS, OR LOSS OF USE OR OTHER PECUNIARY LOSS, IN CONNECTION WITH OR ARISING OUT OF THESE TERMS AND CONDITIONS, THE SERVICES OR YOUR USE OF OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY (WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, NEGLIGENCE, EQUITY, PRODUCT LIABILITY, OR OTHERWISE), AND REGARDLESS OF WHETHER NURO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE.
WITHOUT DEROGATING FROM THE FOREGOING, NURO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE, LOSS OR LEAK OF DATA OR OTHER COMMUNICATIONS (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, INCLUDING VIRUSES AND TROJAN HORSES WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOFTWARE THROUGH THE ACTIONS OF ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE. THIS SECTION DOES NOT LIMIT OUR LIABILITY FOR DEATH OR BODILY INJURY OF A PERSON CAUSED BY OUR NEGLIGENCE IN JURISDICTIONS IN WHICH SUCH LIABILITY MAY NOT BE EXCLUDED BY APPLICABLE LAW.
Use of the Services by Children
The Services are intended for the general audience and is not directed to children under the age of 18. By accessing or using our Services, you certify you are at least 18 years old. Children under the age of 18 may NOT access or use our Services.
These Terms and Conditions and its performance shall be governed by the laws of the State of Israel, without regard to conflict of laws provisions that would result in the application of the laws of any other jurisdiction. The parties hereto submit the exclusive jurisdiction to the courts of Tel-Aviv-Jaffa.
Nuro may assign at any time any of its rights and/or obligations hereunder to any third party without User’s consent.
These Terms and Conditions will also govern any future upgrades or updates or new releases provided by Nuro in connection with the Services, unless any such upgrades or updates are accompanied by a separate license, in which case the terms of that separate license will govern.
In the event that a court of competent jurisdiction finds any provision of these Terms and Conditions to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it valid, enforceable and legal.
The failure of Nuro to enforce any right or provision in these Terms and Conditions will not constitute a waiver of such right or provision unless acknowledged and agreed by Nuro in writing.
If you have any questions or queries about these Terms and Conditions or our Services in general, please do not hesitate to contact us via e-mail (at: email@example.com) or postal mail (to the following address: 20 Kibbutz Galuyot St. Tel Aviv, Israel).
Last Updated: May 16, 2016