Nexustorage End User License Agreement

The Products transacted through this Agreement . are licensed, not sold, to You for use only under the terms of this license, unless accompanied by a separate addendum, in which case the terms of this license will be extended to incorporate the terms of that separate addendum, subject to Your prior acceptance of that separate addendum. Nexustorage reserves all rights not expressly granted to You..

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a. Scope of License: Nexustorage grants You a non-transferable, non-exclusive, limited, and restricted license to use the software application known as Nexfs on any computer that You own or control.  You may not decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of Nexfs, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing the use of any open sourced components included with Nexfs). Any attempt to do so is a violation of the rights of Nexustorage. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Nexustorage that replace and/or supplement the original Product.

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​b. Intellectual Property Rights: You acknowledge that all intellectual property rights in and to the Nexustorage software and any related documentation, logos, trademarks, service marks, and proprietary components (collectively,"Intellectual Property") remain the sole property of Nexustorage and its licensors. This license grants You no rights in or to the Intellectual Property other than the limited rights to use Nexustorage software as expressly permitted by this Agreement. Any unauthorized use of the Intellectual Property constitutes a breach of this Agreement and may violate applicable intellectual property laws.

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c. Consent to Use of Data: You agree that Nexustorage may collect and use technical data and related information, including technical information about Your device, system and application software, and peripherals, that is gatheredperiodically to facilitate the provision to You of software updates, and other services (if any) related to Nexustorage. Nexustorage may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You.

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d. Termination: The license is effective until Terminated by You or Nexustorage. Your rights under this license will terminate automatically without notice from Nexustorage if You fail to comply with any term(s) of this license. Upon Termination of the license, You shall cease all use of the Nexustorage software, and destroy all copies, full or partial, of the Nexustorage software.  In the event of such Termination, Nexustorage shall do so without any penalty or liability arising.

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e. Services; Third-Party Services: Nexustorage could or may enable access to third-party services ("Services"). Use of the third-party Services may require (a) Internet access and (b) that You accept additional terms to access those Services.  You specifically acknowledge that Nexustorage is not obligated under any circumstances whatsoever to provide any product support unless otherwise agreed to in writing by the parties and in which case a fee may be imposed by Nexustorage upon You prior to any such product support provided.

You understand that by using any of the Services, it is at Your sole risk and that Nexustorage does not warrant or endorse and does not assume and will not have any direct or contingent liability or responsibility, including any costs whatsoever, direct or indirect, associated with such Services, to You or any other person for any third-party Services.

In addition, Nexustorage makes no representation that such Services are appropriate or available for use in any particular location. To the extent You choose to access such Services, You do so at Your own initiative and risk, and are responsible for compliance with any applicable laws, including applicable local laws.  Nexustorage reserves the right to change, limit or impose limits, suspend, remove, or disable the use of or access to any Services at any time, and where circumstances permit, Nexustorage will use its best endeavours to provide reasonable notice of such changes. In no event will Nexustorage be liable for any effects whatsoever, directly or indirectly, resulting from the imposition of limits, removal of, or disabling of access to any such Services.

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f. Indemnification: You agree to indemnify, defend, and hold harmless Nexustorage, its affiliates, officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) your breach of this agreement, (ii) your violation of any applicable law or regulation in connection with your use of Nexfs, or (iii) any third-party claim alleging that your use of Nexfs violates such third party's rights. Nexustorage reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, in which case You agree to cooperate with Nexustorage in asserting any available defenses.

 

 

g. User Obligations: You agree to use the Nexustorage software in compliance with all applicable laws and regulations, including, but not limited to, laws regarding privacy, data protection, and intellectual property. You are responsible for ensuring that your devices, networks, and systems meet the technical specifications required for the software'soperation. You further agree not to interfere with or disrupt the operation of any Nexustorage software or attempt to bypass any security measures implemented by Nexustorage to protect its software and services.

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h. Software Support and Maintenance: Nexustorage may, at its sole discretion, provide updates, patches, or fixes to the Nexustorage software. Unless otherwise specified in a separate, written agreement, Nexustorage has no obligation to provide support, maintenance, updates, or technical assistance. Any support that Nexustorage does choose to provide is subject to additional terms and may require You to pay a support fee. Nexustorage reserves the right to end support for the software or cease offering updates at any time without notice.

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I. Updates and Changes: You acknowledge that Nexustorage may, at its discretion, provide updates, modifications, or enhancements to Nexustorgae software, which may be installed automatically without requiring further notice to You.These updates are subject to the terms of this agreement unless explicitly stated otherwise. Nexustorage reserves the right to modify or discontinue features or functionalities of Nexfs at any time, with or without prior notice to You.

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j. Export Controls: You agree to comply fully with all applicable export laws and regulations to ensure that neither the Nexustorage software, nor any direct product thereof, is (i) exported, directly or indirectly, in violation of applicable export laws, or (ii) used for any purposes prohibited by applicable export laws, including but not limited to nuclear, chemical, or biological weaponry, or missile technology. By using the Nexustorage software, You represent and warrant that You are not located in any country or jurisdiction subject to embargoes or other trade restrictions imposed by New Zealand, the United States, or other applicable jurisdictions.

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k. Data Security: Nexustorage uses commercially reasonable measures to protect the information collected from or about You during your use of the Nexustorage software. However, You acknowledge that no security measures are completely effective, and Nexustorage cannot guarantee the absolute security of your data. Nexustorage disclaims all liability for any unauthorized access, alteration, or destruction of data through malicious acts, software bugs, or other means beyond its control. You are responsible for implementing appropriate security measures on your devices to protect against potential risks associated with software use.

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l. No Warranty: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE NEXUSTORAGE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT ARE WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE NEXUSTORAGE SOFTWARE  IS PROVIDED "AS IS" AND “AS AVAILABLE”,WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND NEXUSTORAGE HEREBYDISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE NEXUSTORAGE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, THE IMPLIED WARRANTIES AND/ORCONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NEXUSTORAGE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE NEXUSTORAGE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE NEXUSTORAGE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE NEXUSTORAGE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE NEXUSTORAGE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NEXUSTORAGE OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE NEXUSTORAGE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

 

m. Limitation of Liability: TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL NEXUSTORAGE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE NEXUSTORAGE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF NEXUSTORAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Nexustorage's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of one dollar ($1.00). The foregoing limitations will apply even if the above-stated remedy fails in its essential purpose.

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n. The laws of the Nation of NEW ZEALAND govern this Agreement and your use of Nexustorage and Nexfs, without reference to conflict of Nexustorage principles. Your use of Nexustorage subscriptions, products and services may also be subject to other local, state, national, or international laws. In any dispute arising out of this Agreement, Customer and Nexustorage each consent to the exclusive personal jurisdiction and venue in the Nation of New Zealand. The Parties exclude the provisions of the United Nations Convention on Contracts for the International Sale of Goods from this Agreement and any transactions that may be implemented in connection with this Agreement.