Terms of Service

Last Updated: October 12, 2021

Welcome to the NOWHERE Beta.NOWHERE enables organizers of events to offer video chat experiences in 3D environments via its proprietary social gathering platform (the “Service”). PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE SERVICE. By using the Service, whether as a host, guest, player, or otherwise, you expressly acknowledge and agree that you are entering into a legal agreement with NWR Corp (“NWR”), and have understood and agree to comply with and be legally bound by these Terms of Service. If you do not agree to be bound by these Terms of Service, please do not use the Service.

1. Ability to Accept. You represent and warrant that you are legally authorized to use the Service in your jurisdiction. If you use the Service on behalf of a business or entity, you further represent that you are authorized to bind that business or entity to these Terms of Service.
   
   
2. Permission to Use. Subject to these Terms of Service, NWR hereby grants you a revocable, nonexclusive, non-sublicensable, non-transferable right and permission to use the Service.
3. Events and Gatherings. The following terms shall apply to any events or gatherings that you organize and/or operate in or using the Service:

• NWR will provide access to its proprietary virtual social gathering platform (the “Platform”) to guests and attendees of your event or gathering. Depending on your account type, the Platform will allow access to one or more spaces that players can navigate via video avatars.
  

• The Platform supports multiple concurrent players in one or multiple spaces.
  

• NWR will provide a link that you can provide to guests to access the event or gathering. You will be responsible for adding all information (including image and text).

The following shall be considered out of scope and are, as between the parties, your sole responsibility as host of the event or gathering:

• You are solely responsible for opening and closing the spaces for the event or gathering.
• You are solely responsible for providing all on-screen content and for obtaining all licenses for images, audio and video content.
• You are solely responsible for moderating the event or gathering as well as all players in your spaces.
  
  

4. Restrictions.

(a) You agree not to, directly or indirectly, and shall not permit any third party to: (i) license, redistribute, sell, lease, lend, or rent the Service; (ii) disassemble, reverse engineer, decompile, or decrypt or attempt to derive the source code, object code, or underlying structure, ideas, knowhow, or algorithms relevant to the Service or any documentation or data related to the Service; (iii) copy, modify, improve, or create derivative works or features or a competitive product to the Service or any part thereof; (iv) circumvent, disable, or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (v) remove, alter, or obscure any proprietary notice or identification, including copyright, trademark, patent, or other notices, contained in or displayed on or via the Service; (vi) use any communications systems provided by the Service to send unauthorized and/or unsolicited commercial communications; (vii) use the NOWHERE name, logo, or trademarks without the prior written consent of NWR in each instance; and/or (viii) use the Service to violate any applicable laws, rules, or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches these Terms of Service.

(b) You undertake and agree to fully comply with all applicable laws and any other contractual terms which govern your use of the Service, including those specific laws applicable to you or your guests and other end users (collectively “players”) in any of your geographical locations, including, without limitation, any applicable privacy, data protection and anti-spam laws.

(c) You undertake and agree to be solely responsible and liable with respect to any of the uses, including by other players, of the Service which occur in your space(s) and/or in connection with your event(s) and for any content imported, uploaded, streamed, or otherwise provided by or on behalf of you or other players in your space (“Your Content”), including for any consequences of accessing, using, or publishing Your Content on or with respect to the Service.

(d) You understand that NWR does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to the use of the Service by you or any other players in your spaces, or your compliance therewith.

(e) NWR RESERVES THE RIGHT TO SHUT DOWN ANY EVENT OR GATHERING AND/OR TO TERMINATE YOUR ACCOUNT, WITH NO NOTICE OR COMPENSATION TO YOU, IF IT DETERMINES IN ITS SOLE DISCRETION THAT YOU OR OTHER PLAYERS IN YOUR SPACE ARE MISUSING THE SERVICE. ANY SUCH DETERMINATION SHALL BE FINAL.

5. Active Development. You acknowledge and agree that: (a) the Service is and shall be in the development (Beta) stage with limited functionality only; (b) the Service may not operate properly, be in final form, or be fully functional; and (c) it may not be possible to make the Service fully functional or to comply with any particular specifications. You further acknowledge and agree that all updates, improvements, modifications, error corrections, bug fixes, and additional features that may be implemented or incorporated into the Service after the date hereof, as well as the timeline of implementing or incorporating any of the foregoing, shall be at the sole direction of NWR.
6. NWR Content.

(a) The: (i) Service; (ii) the content on the Service which has been provided by NWR, including without limitation, the text, information, documents, descriptions, products, graphics, photos, sounds, videos, interactive features and services (the “Materials”), and (iii) NWR’s trademarks, service marks, and logos contained therein (“Marks”, and together with the Materials, the “NWR Content”), are the property of NWR and/or its licensors and are protected by applicable intellectual property laws and treaties. “NOWHERE”, “URNOWHERE” and the NOWHERE logo are Marks of NWR and its affiliates. All other trademarks, service marks, or logos used on the Service are the trademarks, service marks, or logos of their respective owners.

(b) The NWR Content is provided to you “as is” for your use under these Terms of Service only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, decompiled, or otherwise exploited for any other purposes whatsoever without the prior written consent of NWR in each instance.

(c) NWR attempts to be as accurate as possible. However, NWR cannot and does not warrant that the NWR Content is accurate, complete, reliable, current, or error-free. NWR reserves the right to make changes in or to the NWR Content, or any part thereof without the requirement of giving you any notice prior to or after making such changes to the NWR Content.

(d) These Terms of Service grant you the right and permission to use the Service in accordance with the terms and conditions herein. You acknowledge that NWR and its licensors retain all title, ownership rights, and intellectual property rights in and to the Service, and any or all modifications to the Service, related documentation, and marketing materials. NWR reserves all rights not expressly granted herein.

(e) Nothing in these Terms of Service will directly or indirectly be construed to assign or grant you any right of ownership, title, or interest in the Service, or any intellectual property rights relating thereto.

7. Your Content.

(a) You represent and warrant that you own all rights in and to Your Content or otherwise have (and will continue to have) the full power, license, consent, and authority necessary for NWR or its affiliates to legally import, upload, stream, or publish Your Content to the Service and for other players to interact with Your Content via the Service. Your Content includes all content imported, uploaded, streamed, or otherwise provided by or on behalf of you or other players in your spaces, including any designs, images, animations, videos, audio files, fonts, logos, code, illustrations, compositions, artworks, interfaces, usernames, text, literary works, and any other materials that you provide to NWR or its affiliates for such purpose.

(b) You represent and warrant that you have (and will maintain) the full power, title, licenses, consents and authority to allow the Service to access any websites and/or other online services, for the purpose of importing, copying, displaying, uploading, transmitting, and/or otherwise using Your Content.

(c) You represent and warrant that Your Content is (and will continue to be) true, current, accurate, non-infringing upon any third-party rights, and in no way unlawful for you to upload, import, copy, possess, post, transmit, display, or otherwise use, in the country in which you reside, or for NWR and/or other players to access, import, copy, upload, use, or possess in connection with the Service.

(d) You represent and warrant that you have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission, and publication of any personal information and/or image or likeness of any person, entity or property which is part of Your Content, and that you will adhere to all laws applicable thereto.

8. Disclaimer of Warranties.

(a) NWR AND ITS AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICE TO YOU OR TO ANY OF YOUR END USERS AND ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE COMPLETENESS, RELIABILITY, USEFULNESS, OR DECENCY OF THE SERVICE.

(b) TO THE EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. NWR DOES NOT WARRANT THAT THE SERVICE WILL BE CONTINUOUS OR UNINTERRUPTED OR THAT IT WILL MEET YOUR REQUIREMENTS.

(c) NWR MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.

(d) TO THE EXTENT PERMITTED BY LAW, IF YOU HAVE A DISPUTE WITH ANY OTHER USER OF THE SERVICE, YOU AGREE THAT NWR IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE OR THE SERVICE. NWR RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.

(e) YOU ACKNOWLEDGE THAT NWR DOES NOT CONTROL CONTENT, INFORMATION, PRODUCTS OR SERVICES OFFERED BY OTHER USERS ON OR THROUGH THE SERVICE, INCLUDING, BUT NOT LIMITED TO, INFORMATION, PRODUCTS, OR SERVICES PROVIDED VIA LICENSE TO NWR FROM THIRD PARTIES OR MATERIALS PROVIDED BY OTHER USERS.

(f) NWR MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NWR OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

9. Limited Liability. UNDER NO CIRCUMSTANCES SHALL NWR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, OR FOR THE COST OF SUBSTITUTE GOODS OR SERVICES, THAT ARISES UNDER OR IN CONNECTION WITH THESE TERMS OF SERVICE, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BUT ONLY TO THE EXTENT PERMITTED BY LAW.
10. Indemnification. NWR is not responsible for the conduct or legality of your events or for the legality of Your Content. You agree to defend, indemnify, and hold harmless NWR, its affiliates, and each of their respective officers, directors, employees, agents, consultants, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney’s fees) arising from: (i) Your Content or other content provided by you or any of your officers, directors, employees or agents, guests, attendees, or other players in your spaces; (ii) you use or misuse of the Service; (iii) your failure to pay or withhold any taxes or other fees required by applicable law; (iv) your event(s); (v) your violation of any third party right, including without limitation any intellectual property right or privacy right, or (vi) your violation of any applicable law or regulation. NWR reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with NWR in asserting any available defenses.
11. No Assignment. These Terms of Service shall not be assignable by either party (except to a parent, subsidiary, affiliate, or related entity) without the prior written consent of the other party.
12. Relationship of the Parties. These Terms of Service are not intended to constitute, create, give effect to, or otherwise contemplate a joint venture, partnership, or formal business entity of any kind, and the rights and obligations of the parties shall not be construed as providing for a sharing of profits or losses arising out of the efforts of either of the parties.
13. Governing Law. These Terms of Service shall be governed and construed in accordance with the laws of the State of New York without reference to its conflicts of laws principles.
14. General. These Terms of Service shall constitute the entire agreement between you and NWR concerning the Service. No amendment to these Terms of Service will be binding unless in writing and signed by both parties. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.