Nisos Client Portal

Terms of Use

Last Updated: February 14, 2022

1.     Acceptance of the Terms of Use.

Welcome to the Nisos Client Portal! Nisos provides managed intelligence services and products (“Services”) and offers a client portal maintained by Nisos that enables you to access documents and interact with the Nisos team (the “Portal”) on behalf of your organization (“Client”). The Portal includes the help desk component. By accessing or using the Portal, offered by Nisos Holdings Inc. (“Nisos,” “we,” “us” or “our”), you (the “User” or “you”) confirm that you have read, understand and agree to be bound by these terms of use (“Terms of Use”). Please read the Terms of Use carefully and print a copy for your records.

IF YOU ARE UNWILLING TO BE BOUND BY THESE TERMS OF USE, DO NOT ACCESS OR USE THE PORTAL.

2.     Changes to these Terms of Use.

By accessing our Portal, you acknowledge that we have the right to revise and amend these Terms of Use without prior notice. Upon material change to these Terms of Use, you will be given another opportunity to accept tor decline the revised Terms of Use.

3.     Permitted Use of the Portal.

You will receive an introductory email from Nisos with instructions on how to create an account, after which you will be able to access the Portal on behalf of Client. You agree not to share your login credentials and/or access to the Portal as this may create a security risk and you shall remain responsible and liable for any breach of the commitment of this covenant. You must discontinue use of the Portal once you are no longer employed by or authorized by Client to use the Portal.

By using the Portal, you agree to abide by the Portal Privacy Policy, which is available at: https://nisos.com/portal-privacy-policy/

You are solely liable and responsible for all use and access of the Portal using your login credentials or access, including any unauthorized use.

You acknowledge and agree that your use of the Portal must at all times be in accordance with all applicable laws and regulations and in line with your affiliation with Client, who has authorized your use of the Portal.

You will notify us promptly if you discover any unauthorized use of your account. We are not responsible for any losses resulting from unauthorized use of your account.

4.     Portal Use Restrictions.

You may not:

  • Access or attempt to access the Portal in any manner not expressly authorized herein;
  • Work around any of the Portal’s security controls or enable disabled or prohibited functionality;
  • Use the Portal in any manner that could alter, damage, disable, overburden, or impair the Portal or interfere with any other party’s use and enjoyment of the Portal;
  • Access, use or monitor our Portal for benchmarking or any direct competitive purposes;
  • Upload, post, transmit, share, store, or otherwise make available through the Portal:
    • any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers, unless expressly authorized to do so by that third party;
    • any material that contains computer code, files, or programs designed to compromise the confidentiality, integrity, or availability of the Portal, other information systems, or the information contained therein; or
    • any material that violates or infringes upon the rights of any third party, including without limitation any copyright, trademark, patent, privacy, publicity, or other personal or intellectual property rights; or contain libelous, defamatory, or otherwise unlawful material.
  • Use the Portal once you are no longer authorized to do so by Client.

5.     Information Posted through the Portal.

You are solely responsible for the information that you post on or through the Portal and your conduct regarding the Portal, including all activities on your account, whether authorized or not. By providing information to or through the Portal, you represent and warrant to (a) maintain the security of your login credentials and/or access; (b) promptly notify us of any changes to information or circumstances that could affect your eligibility to continue using the Portal; and (c) be fully responsible for all use of your account and for any actions that take place using your account. You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Portal will violate or infringe upon the rights of any third party, including without limitation any copyright, trademark, patent, privacy, publicity, or other personal or intellectual property rights; or contain libelous, defamatory, or otherwise unlawful material.

By displaying, publishing, and/or making available for download and use of any content, you represent and warrant that you are the owner of all rights in the content. You further grant Nisos a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute the content which you submit, post, or display on or through the Portal in order to provide the Services.

6.     Intellectual Property.

The “Nisos” name and all associated graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, or trade dress in the United States. Nisos’ trademarks and trade dress may not be used, including as part of trademarks or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Nisos. No right or license, either express or implied, is granted in or to the Portal or any of Nisos’ associated intellectual property rights except as set forth herein.

7.     Feedback.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information (“Feedback”), provided by you to us through the Portal are non-confidential and shall become the sole and exclusive property of Nisos and you hereby assign all right, title and interest in and to the Feedback to Nisos. You are responsible for ensuring that you do not provide any confidential or proprietary information of yours or of Client within the Feedback provided hereunder. Nisos shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

8.     Disclaimer.

We reserve the right to change any and all content within the Portal and any service offered through the Portal at any time without notice. The Portal may be temporarily unavailable from time to time for maintenance or other reasons. We are not responsible for any problems or technical malfunction of any telephone or cable network or lines, servers or providers, computer equipment, software, failure of email, or technical problems or traffic congestion on the Internet or on or through the Portal, including injury or damage to users or to any other person’s devices related to or resulting from use of the Portal.

YOU AGREE THAT YOUR USE OF THE PORTAL IS AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT THE PORTAL IS PROVIDED ON A STRICTLY “AS-IS” BASIS, WITH ALL FAULTS AND IS FOR USE BY YOU AT YOUR SOLE RISK. NISOS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE PORTAL AND/OR YOUR USE THEREOF AND NISOS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION, THOSE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND/OR NON-INFRINGEMENT, NOR DOES NISOS WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE. YOU HEREBY ASSUME ALL RISK OF LOSS ASSOCIATED WITH YOUR USE OF THE PORTAL, INCLUDING WITHOUT LIMITATION, LOSS OR CORRUPTION OF DATA, LOST PROFITS, LOSS OF BUSINESS, PERSONAL INJURY, DEATH, PROPERTY DAMAGE AND/OR ANY OTHER ASSOCIATED BUSINESS INTERRUPTIONS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT CERTAIN FUNCTIONALITIES OF THE PORTAL MAY BE MADE AVAILABLE ON A BETA AND/OR TRIAL BASIS STRICTLY “AS-IS” BASIS AND WITH ALL FAULTS FOR USE BY YOU AT ITS SOLE RISK.

9.     Limitation of Liability.

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED OR PROHIBITED, IN NO EVENT WILL NISOS OR ANY OF ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE PORTAL OR ANY OF CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE PORTAL, EVEN IF ANY OF US IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF THE AMOUNT PAID BY CLIENT TO US FOR THE PORTAL OR PRODUCT AT ISSUE IN THE THREE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM AND $100. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR A SERVICE OR PRODUCT, YOU SHALL BE LIMITED TO, AT MOST, INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, AND SHALL NOT BE ENTITLED TO ANY OTHER DAMAGES, REGARDLESS OF THE CAUSE OF ACTION.

NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (i) DEATH OR PERSONAL INJURY RESULTING FROM OUR WILLFUL MISCONDUCT; (ii) FRAUD OR FRAUDULENT MISREPRESENTATIONS; OR (iii) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY APPLICABLE LAW.

10.     Governing Law, Venue, Limitation on Bringing Claims.

By using the Portal, you agree that these Terms of Use shall be governed by the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions.

For any cause of action initiated against us relating to these Terms of Use, you agree to submit to the exclusive and personal jurisdiction of the courts located in the Commonwealth of Virginia.

Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of that right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, then we nevertheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and the other provisions of these Terms of Use shall remain in full force and effect. The language of these Terms of Use shall be construed as to its fair meaning and not strictly for or against any party.

EXCEPT WHERE OTHERWISE PROHIBITED BY LAW, ANY CIVIL CAUSE OF ACTION OR CIVIL CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBPAGES OR PORTAL MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

11.     Indemnity.

To the maximum extent permitted by law, you agree to indemnify and hold us, our subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners, and employees, harmless from and against any loss, liability, claim, demand, damages, costs (including attorneys’ fees), and expenses, arising out of or in connection with your use of the Portal or any violation of these Terms of Use.

12.     Survival.

The following Sections survive the termination of these Terms of Use: Sections 3 through 12.