NPREX® End User License Agreement

This Agreement (“Agreement”) binds you (“End User” or “you”) and National Performing Rights Exchange, LLC (“NPREX”, "we" or "us") in the governmance and regulation of your use of the NPREX Exchange, (including all related documentation, the “Exchange”).

NPREX hereby grants you a limited, non-exclusive and nontransferable license to use the Exchange in accordance with the terms of use within this Agreement.

BY USING THE EXCHANGE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE EXCHANGE.

The following are the terms and conditions that govern your access to and use of www.nprex.com and exchange.nprex.com (the "Website") , including any content, functionality and services offered on or through the Website.

  • 1. Changes to the Terms of Use

    • We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page so you are aware of any changes, as they are binding on you.
  • 2. Services

    • Subject to and conditioned on Participant’s and its Authorized Users’ compliance with the terms and conditions of these Terms of Use, NPREX shall use commercially reasonable efforts to provide to Participant and its Authorized Users access to the Exchange in accordance with the terms and conditions hereof, including to host, manage, operate and maintain the Exchange for remote electronic access and use by Participant and its Authorized Users.
    • Except as otherwise expressly provided in the Terms of Use, as between the parties, NPREX has and will retain sole control over the operation, provision, maintenance and management of the Exchange and Materials related to the Exchange, including the NPREX Systems.
    • Participant has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Participant Systems, and sole responsibility for all access to and use of the Exchange and Materials related to the Exchange by any Person by or through the Participant Systems or any other means controlled by Participant or any Authorized User, including any: (i) information, instructions or materials provided by any of them to the Exchange or NPREX; (ii) results obtained from any use of the Exchange or Materials related to the Exchange; and (iii) conclusions, decisions or actions based on such use.
    • NPREX reserves the right, in its sole discretion, to make any changes to the Exchange and Materials related to the Exchange that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of NPREX’s services to its Buyers or Sellers, (ii) the competitive strength of or market for NPREX’s services or (iii) the Exchange’s cost efficiency or performance; or (b) to comply with applicable Law.
    • Upon written notice, NPREX may, directly or indirectly, and by use of a NPREX Disabling Device or any other lawful means, suspend, terminate or otherwise deny Participant’s, any Authorized User’s or any other Person’s access to or use of all or any part of the Exchange or Materials related to the Exchange, without incurring any resulting obligation or liability, if: (a) NPREX receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires NPREX to do so; or (b) NPREX reasonably believes that: (i) Participant or any Authorized User has failed to comply with, any term of these Terms of Use, or accessed or used the Exchange beyond the scope of the rights granted or for a purpose not authorized under the Terms of Use or in any manner that does not comply with any instruction or requirement of the Rules of the Exchange; (ii) Participant or any Authorized User is or has been involved in any fraudulent, misleading or unlawful activities relating to its use of the NPREX Systems; or (iii) the Participant’s Platform Agreement expires or is terminated. If, within 30 days of a suspension or termination of access pursuant to section 6 of the Platform Agreement, Participant satisfactorily cures the conditions that are the basis of the suspension or termination of access, NPREX will restore access to Participant. Section 6 of the Platform Agreement does not limit any of NPREX’s other rights or remedies, whether at law, in equity or under these Terms of Use.
  • 3. Authorization and Participant Restrictions

    • 3.1 Subject to and conditioned on Participant’s compliance and performance in accordance with all other terms and conditions of these Terms of Use, NPREX hereby authorizes Participant to access and use the Exchange and materials related to the Exchange as NPREX may supply or make available to Participant in accordance with the conditions and limitations set forth in these Terms of Use, NPREX’s End User License Agreement (available at www.nprex.com/eula.aspx ) and the Rules of the Exchange (available at www.nprex.com/rules.aspx ). Participant may designate Representatives as Authorized Users and provide Access Credentials to access and use the Exchange, subject to the terms and conditions of these Terms of Use and conditioned upon each Authorized User’s assent to and compliance with NPREX’s End User License Agreement and the Rules of the Exchange. The authorization set forth in this Section 3.1 is non-exclusive and non-transferable.
    • 3.2 Nothing in these Terms of Use grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Exchange, Materials related to the Exchange or Third-Party Materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Exchange, the Materials related to the Exchange and the Third-Party Materials are and will remain with NPREX and the respective rights holders in the Third-Party Materials.
    • 3.3 Participant shall not, and shall not permit any other Person to, access or use the Exchange or Materials related to the Exchange except as expressly permitted by these Terms of Use. For purposes of clarity and without limiting the generality of the foregoing, Participant shall not, except as these Terms of Use expressly permit:
    • (a) copy, modify or create derivative works or improvements of the Exchange or Materials related to the Exchange;
    • (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any aspect of the Exchange or Materials related to the Exchange to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
    • (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Exchange or Materials related to the Exchange, in whole or in part;
    • (d) bypass or breach any security device or protection used by the Exchange or Materials related to the Exchange or access or use the Exchange or Materials related to the Exchange other than by an Authorized User through the use of his or her own then valid Access Credentials;
    • (e) input, upload, transmit or otherwise provide to or through the Exchange or NPREX Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
    • (f) flood, damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Exchange, NPREX Systems or NPREX’s provision of services to any Third-Party, in whole or in part;
    • (g) remove, delete, alter or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any aspect of the Exchange or Materials related to the Exchange, including any copy thereof;
    • (h) access or use the Exchange or Materials related to the Exchange in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any Third-Party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other NPREX Participant), or that violates any applicable Law;
    • (i) access or use the Exchange or Materials related to the Exchange for purposes of competitive analysis of the Exchange or Materials related to the Exchange, the development, provision or use of a competing software service or product or any other purpose that is to the NPREX’s detriment or commercial disadvantage;
    • (j) use the Exchange in any manner that violates the terms of the End User License Agreement or Rules of the Exchange; or
    • (k) otherwise access or use the Exchange or Materials related to the Exchange beyond the scope of the authorization granted by these Terms of Use.
  • 4. Data Backup

    • The Services do not replace the need for Participant to maintain regular data backups or redundant data archives. NPREX HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF PARTICIPANT DATA. “Participant Data” means information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Participant or an Authorized User by or through the Exchange. Participant Data is not “Resultant Data”, which means information, data and other content that is derived by or through the Exchange from Processing Participant Data.
  • 5. Privacy and Security

    • 5.1 NPREX will employ security measures in accordance with NPREX’s data privacy policy as amended from time to time, as available on NPREX’s website at www.nprex.com/privacy.aspx (“Privacy Policy”). “NPREX Systems” refers to the information technology infrastructure used by or on behalf of NPREX in providing the Exchange, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by NPREX or through the use of third-party services.
    • 5.2 Participant acknowledges that the Exchange is not designed with security and access management for Processing Personal Information. Participant shall not, and shall not permit any Authorized User or other Person to, provide any Personal Information to, or Process any Personal Information through, the Exchange, the NPREX Systems or any NPREX Personnel. Participant is solely responsible for reviewing all Participant Data and shall ensure that no Participant Data constitutes or contains any Personal Information.
    • 5.3 Participant has and will retain sole responsibility for: (a) all Participant Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of Participant or any Authorized User in connection with the Exchange; (c) Participant’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Participant or through the use of third-party services (“Participant Systems”); (d) the security and use of Participant’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Exchange and Materials related to the Exchange directly or indirectly by or through the Participant Systems or its or its Authorized Users’ Access Credentials, with or without Participant’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.
    • 5.4 Participant shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Exchange; and (b) control the content and use of Participant Data, including the uploading or other provision of Participant Data for Processing by the Exchange.
  • 6. Intellectual Property Rights

    • The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by NPREX, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
    • These Terms of Use permit you to use the Website for your commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:
    • (1) Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
    • (2) You may store files that are automatically cached by your Web browser for display enhancement purposes.
    • (3) You may print or download one copy of a reasonable number of pages of the Website for your commercial use and not for further reproduction, publication or distribution.
    • You must not:
    • (1) Modify copies of any materials from this site.
    • (2) Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
    • (3) Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
    • You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
    • 6.1. All right, title and interest in and to the Exchange and Materials related to the Exchange, including all Intellectual Property Rights therein, are and will remain with NPREX and the respective rights holders in the Third-Party Materials. Participant has no right, license or authorization with respect to any aspect of the Exchange or Materials related to the Exchange (including Third-Party Materials) except as expressly set forth in these Terms of Use or the applicable third-party license, in each case subject to the limitations and restrictions addressed in these Terms of Use. All other rights in and to the Exchange and Materials related to the Exchange (including Third-Party Materials) are expressly reserved by NPREX and the respective third-parties. In furtherance of the foregoing, Participant hereby unconditionally and irrevocably grants to NPREX an assignment of all right, title and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.
    • 6.2 Participant Data. As between Participant and NPREX, Participant is and will remain the sole and exclusive owner of all right, title and interest in and to all Participant Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 6.3.
    • 6.3 Consent to Use Participant Data. Participant hereby irrevocably grants all such rights and permissions in or relating to Participant Data: (a) to NPREX and the NPREX Personnel as are necessary or useful to perform the Exchange; and (b) to NPREX as are necessary or useful to enforce these Terms of Use and the Platform Agreement and exercise its rights and perform its obligations hereunder.
    • If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by NPREX. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
  • 7. Confidentiality

    • 7.1 In connection with these Terms of Use each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”), or other Participants in the Exchange. Subject to Section 7.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations. Without limiting the foregoing: all Materials related to the Exchange are the Confidential Information of NPREX.
    • 7.2 Confidential Information does not include information that : (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with these Terms of Use; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with these Terms of Use; (c) was or is received by the Receiving Party on a non-confidential basis from a Third-Party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
    • 7.3 As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
      • (a) not access or use Confidential Information other than as necessary to exercise its rights or to perform its obligations under and in accordance with these Terms of Use;
        • (i) Notwithstanding 7.3(a), NPREX retains the right to use data generated by NPREX in the ordinary course of operating the exchange in discussions with potential participants of NPREX to secure their participation on NPREX, except that NPREX shall not disclose Confidential Information of a Participant.
      • (b) except as may be permitted by and subject to its compliance with Section 7.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with these Terms of Use; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 7.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 7.3;
      • (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care; and
      • (d) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 7.
    • 7.4 If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 7.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 7.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
  • 8. Trademarks

    • The NPREX name and the NPREX logo and all related names, logos, product and service names, designs and slogans are trademarks of NPREX or its affiliates or licensors. You must not use such marks without the prior written permission of NPREX. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
  • 9. Monitoring and Enforcement; Termination

    • We have the right to (1) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website and (2) to terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.
    • Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS NPREX AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
  • 10. Reliance on Information Posted

    • The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
    • This Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by NPREX, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of NPREX. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
  • 11. Changes to the Website

    • We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
  • 12. Information About You and Your Visits to the Website

    • All information we collect on this Website is subject to our Privacy Policy (available at http://www.nprex.com/privacy.aspx). By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
  • 13. Linking to the Website and Social Media Features

    • You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.
    • This Website may provide certain social media features that enable you to:
      • Link from your own or certain third-party websites to certain content on this Website.
      • Send e-mails or other communications with certain content, or links to certain content, on this Website.
      • Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
    • You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
      • Establish a link from any website that is not owned by you.
      • Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
      • Link to any part of the Website other than the homepage.
      • Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.
    • You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
    • We may disable all or any social media features and any links at any time without notice in our discretion.
  • 14. Links from the Website

    • If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
  • 15. Geographic Restrictions

    • The owner of the platform is based in the State of Tennessee in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
  • 16. DISCLAIMER OF WARRANTIES

    • As an Exchange, NPREX does not own the rights to the music licensed on the Exchange. While NPREX may provide pricing and other guidance on the Exchange, such guidance is solely informational (without any warranty as to accuracy). NPREX may help facilitate the resolution of disputes between Participants, but has no control over and does not guarantee the existence, quality, or legality of any License; the truth or accuracy of any Participant’s content or statements; the ability of Participants to license music or to pay for Licenses, or that a Participant will complete a License.
    • EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7 OF THE NPREX PLATFORM AGREEMENT, THE EXCHANGE AND MATERIALS RELATED TO THE EXCHANGE ARE PROVIDED “AS IS” AND NPREX HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND NPREX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, NPREX MAKES NO WARRANTY OF ANY KIND THAT THE EXCHANGE OR MATERIALS RELATED TO THE EXCHANGE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET PARTICIPANT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN PARTICIPANT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
  • 17. Indemnification

    • 17.1 Participant Indemnification. Participant shall indemnify, defend and hold harmless NPREX and its officers, directors, employees, agents, successors and assigns (each, a “NPREX Indemnitee”) from and against any and all Losses incurred by such NPREX Indemnitee arising out of or relating to any claim, suit, action or proceeding (each, an “Action”) by a third-party to the extent that such Losses arise out of or relate to any:
      • Participant Data, including any Processing of Participant Data by or on behalf of NPREX in accordance with both these Terms of Use and any agreement between the Participant and NPREX in connection with these Terms of Use, including the NPREX Platform Agreement;
      • any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Participant or any Authorized User, including NPREX’s compliance with any specifications or directions provided by or on behalf of Participant or any Authorized User to the extent prepared without any contribution by NPREX, in connection with either these Terms of Use or an agreement between Participant and NPREX in connection with these Terms of Use, including the NPREX Platform agreement;
      • breach by the Participant of any of its representations, warranties, covenants or obligations under these Terms of Use or under any agreement between the Participant and NPREX in connection with these Terms of Use, including NPREX the Platform Agreement; or
      • negligence or more culpable act or omission (including recklessness or willful misconduct) by Participant, any Authorized User, or any third-party on behalf of Participant or any Authorized User, in connection with either these Terms of Use or an agreement between the Participant and NPREX in connection with these Terms of Use, including the NPREX Platform Agreement.
    • 17.2 NPREX Indemnification. NPREX shall defend, indemnify and hold harmless Participant from and against any and all Losses incurred by the Participant arising out of or relating to any claim, suit, action or proceeding (each, an “Action”) by a third-party (other than an affiliate of the Participant) alleged to arise out of or result from:
      • breach by NPREX of any representation, warranty, covenant or obligation of NPREX under these Terms of Use (including any action or failure to act by any NPREX contractor that, if taken or not taken by NPREX, would constitute such a breach by NPREX) or an agreement between the Participant and NPREX in connection with these Terms of Use, including the NPREX Platform Agreement; or
      • any action or failure to take a required action/negligence/gross negligence or more culpable act or omission (including recklessness or willful misconduct) in connection with the performance of any services or other activity required of, or performed by or on behalf of, NPREX under either these Terms of Use or an agreement between the Participant and NPREX in connection with these Terms of Use, including the NPREX Platform Agreement.
  • 18. Limitations of Liability

    • EXCLUSION OF DAMAGES. IN NO EVENT WILL NPREX OR ITS SERVICE COMPANIES OR ITS SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS TERMS OF USE OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE OR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  • 19. Force Majeure

    • In no event will NPREX be liable or responsible to Participant, or be deemed to have defaulted under or breached either these Terms of Use or any agreement between the Participant and NPREX in connection with these Terms of Use, including the NPREX Platform Agreement (“Agreements”), for any failure or delay in fulfilling or performing any term of these Agreements when and to the extent such failure or delay is caused by any circumstances beyond NPREX’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the Effectice Date of a Participant’s Platform Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.
  • 20. Law and Jurisdiction

    • These Terms of Use are governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee.
    • Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in the City of Nashville and County of Davidson, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
  • 21. Waiver and Severability

    • No waiver by NPREX of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of NPREX to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
    • If any provision of these Terms of Use is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms of User or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.