Nueva may modify this Agreement at any time, for any or no reason, without giving you prior notice and such modifications will be effective immediately. Your use of the Website following any such modification constitutes your agreement to follow and be bound by the Agreement as modified each time you visit the Website. The last revision date of this Agreement is set forth below.
2. Prohibited Uses of the Website. You may not sell, distribute, rent, lease, lend, loan, or sublicense any portion of the Website or the Content, modify, alter, or prepare any derivative works of any portion of the Website or the Content, decompile, disassemble, or reverse engineer any portion of the Website or the Content, or use the Website or the Content to develop any other website, content, or software having similar content and/or functions as the Website or the Content. You may not interrupt or attempt to interrupt the operation of the Website or violate or attempt to violate the security of the Website.
4. Ownership of Rights in the Website and Content. Nueva and/or third parties either own all right, title, and interest in the Website and the Content or have a license to such Website and Content, and may change the Website or the Content at any time. The Website and the Content are protected by copyright and other rights or laws. You agree that you will not challenge either Nueva's or any third parties' rights in the Website or the Content. You will not delete or alter any intellectual property notices contained in the Website or the Content or any personal copies you make of any Content which are permissible pursuant to the Agreement.
5. Trademarks and Service Marks. Nueva is a service mark of The Nueva School. Third party trademarks or service marks used in connection with the Website and the Content are those of their respective owners. You are not entitled to use any of these marks without permission of the owners of the marks. Reference to any products services, trademarks, or service marks on the Website or in the Content is not an endorsement or recommendation by Nueva of these products or services.
6. Links to Third Party Websites. Nueva may provide links on the Website to other websites. Nueva is not responsible for other sites linked from within the Website, their content, or their privacy practices. These links are not an endorsement or recommendation by Nueva of these websites or any content of the websites.
7. Feedback. You may report bugs and problem resolutions, provide feature requests, comments, feedback and suggestions to Nueva and the developers of the website ("Feedback"). Nueva and/or the developers of the Website will own all intellectual property rights in the Feedback without any compensation to you.
8. International Use. Nueva makes no representations or warranties that the Website or the Content is appropriate or available for use outside the United States. If you access this Website from outside the United States, you, and not Nueva, are solely responsible for such use.
9. Claims of Copyright Infringement. Click here if you believe your copyright in a work has been violated by any content on this Website and this violation constitutes an act of copyright infringement.
10. DISCLAIMER OF WARRANTIES
THE WEBSITE AND THE CONTENT ARE PROVIDED "AS IS." NUEVA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NUEVA DOES NOT WIARRANT THAT THE WEBSITE OR THE CONTENT ARE ACCURATE, THE FUNCTIONS CONTAINED IN THEM WILL MEET YOUR REQUIREMENTS, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM VIRUSES OR OTHER COMPONENTS THAT MIGHT CAUSE DAMAGE TO YOUR PROPERTY, OR THAT DEFECTS OR ERRORS IN THE WEBSITE OR THE CONTENT WILL BE CORRECTED.
11. LIMITATION OF LIABILITY
NUEVA WILL NOT BE LIABLE TO ANYONE FOR ANY DAMAGES INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF, RELATING TO, OR RESULTING FROM YOUR USE, INABILITY TO USE, OR OPERATION OF THE WEBSITE OR THE CONTENT. NUEVA WILL NOT BE LIABLE BASED UPON ANY THEORY OF LIABILITY, INCLUDING, FOR EXAMPLE, BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF NUEVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, NEUVA'S TOTAL LIABILITY TO YOU WILL NOT EXCEED $100.
12. Your Indemnification. You will defend at your sole expense and shall indemnify Nueva and its employees, consultants, service providers, trustees, officers, and directors, and any third parties Nueva uses to implement the Website or the Content ("Nueva Affiliates") against any claims filed against them by any third party or damages suffered by them, arising out of, relating to, or resulting from your use, inability to use, misuse, or operation of the Website or the Content, your breach of any of the terms of this Agreement.
13. Termination. Nueva reserves the right to terminate your access to all or any portion of the Website and the Content.
14. Voluntary Nature of the Agreement. You agree you are accepting this Agreement voluntarily and without duress, you have carefully read it, understand it, asked any questions needed for such understanding, accept it, have had an opportunity to consult counsel of your choice before accepting it, and you are waiving your right to a jury trial.
15. ARBITRATION AND EQUITABLE RELIEF
15.1 ARBITRATION. In consideration of Nueva's providing to you access or use of the Website and the Content, you agree to waive all rights to a jury trial and instead agree to arbitrate all claims or disputes with Nueva and Nueva Affiliates arising out of, relating to, or resulting from the this Agreement, including any termination or breach of this Agreement ("Disputes"). Disputes shall be subject to binding arbitration under the arbitration rules set forth in the California Code of Civil Procedure Sections 1280 and 1294.2, including Section 1281.8 (the "Act") and pursuant to California law. You understand that this agreement to arbitrate also applies to all Disputes that Nueva and Nueva Affiliates may have with you.
15.2 PROCEDURE. You agree that any arbitration will be administered by the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), pursuant to its Streamlined Arbitration Rules & Procedures (the "JAMS Rules") in San Francisco, California by one or more arbitrators as described in the JAMS Rules. If there is a conflict between the Act and the JAMS Rules, then the JAMS Rules will take precedence. The arbitrator(s) will have the power to decide any motions brought by any party to the arbitration prior to any arbitration hearing, will issue a written decision on the merits, will have the power to award any remedies, including reasonable attorneys' fees and costs, available under applicable law, and will administer and conduct any arbitration in a manner consistent with the JAMS Rules. Each party will pay their own arbitration costs pending the arbitrator's decision. All Disputes must be commenced within one year after the Dispute arises. The decree or award rendered by the arbitrator may be entered as a final and binding judgment in any court having jurisdiction.
15.3 FEES AND COST. The arbitrator shall award attorneys' fees and costs to the prevailing party except as prohibited by law.
15.4 REMEDY. Except as provided by the Act, arbitration will be the sole, exclusive, and final remedy for all Disputes and neither party may pursue court action regarding Disputes.
16.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of California, except for its conflict of law rules. You expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts in California for all purposes concerning arbitration or court actions pursuant to this Agreement.
16.2 Integration. This Agreement constitutes the complete and exclusive expression of the agreement between the parties and supersedes all communications relating to the subject matter of this Agreement. This Agreement will not be construed against any party for reason of its drafting or preparation.
16.3 Severability. If any term of this Agreement is determined to be unenforceable, then that term will be stricken from this Agreement, and all other terms will remain in full force and effect.
16.4 Assignability. This Agreement is binding upon, and will inure to the benefit of, executors, administrators, and permissible assigns of both parties. You may not assign or transfer any of your rights or delegate any of your duties pursuant to this agreement. Nueva may assign this Agreement to any entity.
Last Revision Date. July 4, 2009.