Terms & Conditions
Thank you for taking the time to read the information below that allows us to offer our users what we truly believe is the best experience of its kind on the internet. The following words are here to protect everyone that uses this site (artists, customers, casual surfers and us), and to ensure that we continue to grow and prosper as an artist-driven community.
As with any other aspect of our website and services, if you have any questions you can always get in touch here.
Without further ado…
Nuvango Inc. (“Nuvango”, “we”, “us” and terms of similar meaning) provides this web site and the products and services provided by or through this web site to you subject to these terms and conditions of use (these “Terms and Conditions”). If you are registered with us as an Artist, these Terms and Conditions are in addition to our Artist terms and conditions (the “Artist Terms and Conditions”), and the Artist Terms and Conditions, take priority in the event of any conflict between the two.
In these terms we call this web site and any successor web sites the “Site”. We refer to the services provided through the Site as the “Services”, and the products that we sell and that are sold by others through the Site as the “Products”.
Please read these Terms carefully before using the Site. By accessing or using the Site you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Site.
The Site is not intended to be used by children without the assistance of a parent or guardian. If you are not accompanied by a parent or a guardian, you must be at least of the age of majority to use the Site.
Nuvango reserves the right to change or modify any of the terms and conditions contained in these Terms and Conditions or in the Artist Terms and Conditions, or any policy or guideline applicable to the Site, at any time and in our sole discretion. No such change will be retroactive. If we do make changes, we will notify you at the email address you provide in your account registration information. If you do not agree with the changes, you can cancel your account with us without further obligation, except that any licenses granted by you to us hereunder or in the Artist Terms and Conditions shall survive as described below in Section 12 or in the Artist Terms and Conditions, as the case may be. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Site after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and Conditions, the Artist Terms and Conditions (if they apply to you) and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Site. The Terms and Conditions and the Artist Terms and Conditions will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms and Conditions, or Artist Terms and Conditions you must stop using the Site. If you have any questions about the Terms and Conditions or Artist Terms and Conditions, please email us at contact[at]Nuvango.com.
The Site and the Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Application.
2. Registration Data; Account Security
If you register for an account on the Site, you agree to (a) provide accurate, current and complete information as may be prompted by any registration and payment forms on the Site (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to Nuvango, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Nuvango. You are responsible for all activity on your Nuvango account, and for all charges incurred by your Nuvango account.
3. Fees; Charges; Royalties; Taxes
Other than the prices charged for Products available for purchase on the Site and applicable shipping charges and taxes, and except as described in this Section, there are no fees or other charges for your use of the Site and the Services. If we start charging them, we will give you at least 30 days’ notice to the email address in your account information. If they do change, your continued use of the Site or the Services, as the case may be, after the change indicates your agreement with the new fee or other charges after the effective date of the change. Any change to such fees or other charges will not be applicable to any period prior to the effective date of the change.
The royalties that we pay to Artists and applicable taxes and charges are described in the Artist Terms and Conditions. We do not pay any other royalties for our use of User Content.
4. Ownership, Copyright and Trademarks
In these Terms and Conditions the content available through the Site, including all information, data, designs, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called the “Content”. Content provided by our users (in these Terms and Conditions, we call our users the “Users”) is called “User Content” of that User. For example, any designs that you upload to the Site for use with the Site is your “User Content”.
User Content is the property of that User. Nuvango’s only right to that User Content is, in the case of Users who are not Artists, the limited licenses to it granted in Section 5 and Section 16 of these Terms and Conditions, and in the case of Artists, the limited licenses granted to it in the Artist Terms and Conditions.
Other than the User Content, the Services and all Content available on the Site or used to create and operate the Services is the property of Nuvango or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Services and such Content are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Nuvango.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Site, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Site. If you authorize third parties to access your User Content through the Site, you agree that we are permitted to provide to them the User Content as provided by the Site, and also agree that we have no responsibility or liability for their use of your User Content.
5. Your Limited License of Your User Content to Nuvango
For clarity, this Section does not apply to content provided to us by Artists. Our license to that content is described in the Artist Terms and Conditions.
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site and provide the Services and sell the Products, now and in the future. For example, if you upload a design on to the Site for use by us to print device skins, you agree that we can use that User Content to promote and advertise your User Content and the Site, and to print and sell the device skins with that User Content.
Therefore, by posting or distributing User Content to or through the Site, you (a) grant Nuvango and its affiliates and subsidiaries a non-exclusive, sub-licensable, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Site from time to time uses such User Content (including for the manufacturing, advertising, promotion and sale of Products, as they may be updated, modified, replaced, supplemented or added to from time to time) and also for the purpose of promoting and marketing your User Content in connection with the Products, and our Services and the Site; (b) represent and warrant that you own and control all of the rights to such User Content, or you otherwise have the lawful right to post and distribute that User Content, to or through the Site and grant these licenses to us; and (ii) our use of that User Content in accordance with these Terms and Conditions does not violate these Terms and Conditions and will not violate any rights of or cause injury to any person or entity. This license is royalty-free.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. And they are sub-licensable and transferable because we need the right to subcontract our operation of some or all of our Services to third parties, and to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” your User Content are necessary because the normal operation of the Site does this to your User Content when it processes it for use by the Site.
6. Prohibited Content and Safe Use of the Site
The Site is intended for the safe use of our visitors. Please do not upload User Content to the Site if that User Content is inappropriate for our Site. In particular, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:
- Any message, data, information, text, music, sound, photos, graphics, code or other content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- Content that may infringe any patent, trademark, trade secret, copyright, publicity or other intellectual or proprietary right of any party;
- Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- Unsolicited promotions, political campaigning, advertising or solicitations;
- Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
- Viruses, corrupted data or other harmful, disruptive or destructive files; or
- Content that, in the sole judgment of Nuvango, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Nuvango or its affiliates or any other person to any harm or liability of any type.
Finally, Nuvango has a “zero-tolerance” policy towards SPAM: you may not use the Site generally to send commercial or other messages to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the Services you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.
Any use of the Site in violation of the foregoing violates these Terms and Conditions and may result in, among other things, termination or suspension of your rights to use the Services.
7. Warranty Disclaimer
The Site, the Content, and the Services are provided to you on an “as is” basis without warranties from Nuvango of any kind, either express or implied. Nuvango expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Nuvango does not represent or warrant that Site, the Content, or the Services are accurate, complete, reliable, current or error-free.
While Nuvango attempts to make your access to and use of the Services safe, Nuvango does not represent or warrant that the Site, the Content, or the Services are free of viruses or other harmful components.
8. Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against Nuvango, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Site, the Content, or the Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site, the Content, or the Services. You use the Site, the Content, and the Services at your own risk.
Without limitation of the foregoing, neither Nuvango nor any other Released Party shall be liable for any special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site, the Content, or the Services, including without limitation any damages caused by or resulting from your reliance on the Site, the Content, or the Services or other information obtained from Nuvango or any other Released Party or accessible via the Site, the Content, or the Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Nuvango or any other Released Party's records, programs or services.
In no event shall the aggregate liability of Nuvango, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site, the Content, or the Services exceed in the case of Users other than Artists, any compensation paid by you for access to or use of the Site, the Content, or the Services, as the case may be, during the three months prior to the date of any claim, or, (ii) in the case of Artists, any Royalties due to you under the Artist Terms and Conditions and available to be withdrawn at the applicable time in accordance with the Artist Terms and Conditions (less any amounts which we are entitled under the Artist Terms and Conditions to deduct therefrom due to account dormancy).
You shall defend, indemnify and hold harmless Nuvango and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site, the Content, and the Services, including any that arise from any allegation that your User Content infringes the rights, including the intellectual property rights, of any third party.
Notices that we give you (other than notice of amendment of these Terms and Conditions, which is discussed in the introduction of these Terms and Conditions, and notices specifically provided for in the Artist Terms and Conditions) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data. Second, we may post a notice in the dashboard area of your account on the Site. Third, we may post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
10. Applicable Law and Venue
The Services are controlled by Nuvango and operated by it from its offices in Toronto, Ontario. You and Nuvango both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Nuvango explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content, or the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) involving Nuvango and arising out of or relating to (a) these Terms and Conditions; (b) the Site, the Content, or the Services; (c) oral or written statements, advertisements or promotions relating to these Terms and Conditions or to the Site, the Content, or the Services; or (d) the relationships that result from these Terms and Conditions or the Site, the Content, or the Services (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Nuvango related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Nuvango. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Nuvango and the other Released Parties for your failure to comply with any such laws.
11. Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Terms and Conditions, Nuvango reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Site, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Site; (c) change, suspend or discontinue any aspect of the Site or Services; and (d) impose limits on the use of the Site or Services.
12. Inactive Accounts
If your account is inactive for at least two months, we may deactivate your account. Deactivated accounts are not deleted – they are placed in storage and can be restored. We will notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive at some time and don’t want us to deactivate it, let us know in advance at the support email address on the Site. If after your account has been deactivated it stays inactive and we don’t hear from you, we may terminate it at any time and without notice.
13. Termination of Agreement
You and Nuvango may terminate these Terms and Conditions, the Artist Terms and Conditions (if applicable to you) and your use of the Site at any time. If you are an Artist, please see the Artist Terms and Conditions for the provisions concerning amounts not withdrawn by cancellation.
If these Terms and Conditions or the Artist Terms and Conditions (if applicable to you) expire or terminate for any reason, Sections 3, 4, 5, 6, 7, 8, 10, 13, and 14 of these Terms, Sections 4, 8 and 11 of the Artist Terms and Conditions, and any representation or warranty you make in these Terms and Conditions or in the Artist Terms and Conditions, shall survive indefinitely.
If any provision of these Terms and Conditions or the Artist Terms and Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions or the Artist Terms and Conditions, as the case may be, and shall not affect the validity and enforceability of any remaining provisions. Nuvango may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Nuvango, and any such attempted assignment will be void and unenforceable. These Terms and Conditions constitute the entire agreement between you and Nuvango regarding your use of the Site, the Content, and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Nuvango regarding your use of them, provided that if you are registered with us as an Artist, these Terms and Conditions are in addition to our Artist Terms and Conditions, and the Artist Terms and Conditions take priority in the event of any conflict between the two. The parties confirm that it is their wish that these Terms and Conditions and the Artist Terms and Conditions, as well as any other documents relating to these Terms and Conditions, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que les présente conventions ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
15. Questions and Comments
If you have any questions regarding these Terms and Conditions, the Artist Terms and Conditions or your use of the Services, please contact us here.