Terms and Conditions
Thank you for your interest in Nolea. These terms and conditions (collectively, “Terms”) along with the chosen plan and/or document incorporating such Terms (“Plan”) shall govern the relationship, and constitute a legally binding agreement, between Nolea Technology Ltd. (“Nolea”, “the Company”, “we” or “us”) and your company (“Customer”) (collectively referred to as the “parties”). By accessing, using, downloading, or installing the Platform Customer acknowledges that Customer has read, will be bound by and will comply with these Terms and the Privacy Notice (which is incorporated herein by reference), both as may be amended at the sole discretion of Nolea.
1. Platform and Purpose.
Subject to the Terms, Nolea agrees to license access to its proprietary online platform (“Platform”) to the Customer, which Platform enables Customer to utilize Nolea’s service(s) (as set out in the relevant Plan) to gain access to business intelligence and insights relating to businesses and business professionals (each such individual, a “Healthcare Contact”), compiled from multiple sources (collectively, the “Data”) retained in Nolea’s database (“Database”), accessible on a ‘Platform as a Service’ basis, including through the use of an API, integrated application, browser extension, downloadable software or Nolea’s website (www.noleahealth.com (“Site”)) and any feature, functionality, data, and content therein.
Customer wishes to use and access the Platform and obtain Data for Customer’s internal business uses and operations for one or more of the following objectives: marketing to prospective and current candidates, recruiting, business intelligence or fraud prevention purposes) (“Purpose”). Therefore, the parties agree as follows.
2. Eligibility
End Users:
As used in these Terms, an “End User” means an individual user designated by Customer as a user of the Platform (up to the number of End Users provided for in the applicable Plan). Customer is solely responsible for granting End Users access to the Platform, including adding and removing access rights of End Users. Customer shall be responsible for compliance with these Terms by all End Users.
If you are using Nolea as a member of an organization or using your organization’s email domain (thereby representing yourself as a member of the organization) (“You”), You represent, warrant, and covenant that You are authorized to enter this agreement on behalf of such business organization, notwithstanding whether You or Your company make payment of the Fees, and such business organization shall be a party to and bound by the terms hereof, and will thereby be the Customer, and that Nolea may share Your email address and plan information with an authorized agent of the company upon request in order for them to administer the account for the company. For the avoidance of doubt, use of the Platform is not permitted for anyone under the age of 18. To the extent that You or Your employer have entered into another written agreement with Nolea, in respect of Your account, that contains terms that directly conflict with any terms of these Terms, then the conflicted terms set forth in such other agreement will control.
If Customer designates additional persons as End Users beyond the number subscribed for in the applicable Plan, such designation may be deemed by Nolea as Customer’s subscription to such additional number of End Users. In the event of such, Nolea may charge Customer a corresponding additional Fee equal to the prevailing per-End User rate multiplied by the period from the date of designation until the end of the then-current Term.
Account:
Each End User will gain access to the Platform by creating an account and providing a unique username and password (“Login Credentials”). To obtain Login Credentials, Customer acknowledges that End Users must provide Nolea with certain identifying information (including names and business email addresses), which information must be accurate and complete. Customer also agrees to inform us immediately of any unauthorized use of Customer’s or any End Users’ account or any change in any Login Credentials. By accepting the Terms, Customer declares that it is responsible for all activities taken under its account.
Such Login Credentials may not be shared, must be kept secret and secure, and may not under any circumstances be used by anyone who is not an End User. An End User is not permitted to re-assign, transfer, or sublicense their account to any third party. If any End User’s Login Credentials are disclosed to any person who is not an End User but who is an employee of Customer, this disclosure will constitute Customer’s subscription as of the time of such disclosure to the number of additional End Users equal to the number of persons to whom such credentials were disclosed. Nolea will not be liable for any damages or losses caused by someone using Customer’s account without permission.
Once Customer creates an account, each End User, will automatically join our mailing list. Each End User can choose to remove their email addresses from that mailing list by choosing the “unsubscribe” link at the bottom of any email communication Nolea sends.
If the employment of any End User that was in effect as of the date such person was designated as an End User terminates, such person’s authorization to access the Platform shall be revoked automatically without any further action by Nolea. Customer may either elect to transfer the End User license to a different user and corresponding email address with the domain held by the Customer, or terminate the End User’s account. Please note that there will be no refunds in the event of the aforementioned.
Any individual who accesses the Platform under these Terms must be provisioned as an End User. As used in these Terms, “Credit” means a non-exclusive, non-sublicensable, non-transferable, worldwide, revocable and limited right to access one (1) Healthcare Contact throughout the Term. For the avoidance of doubt, Credits purchased by Customer and not used by the end of the applicable Term shall expire at the end of such Term and not roll over to any renewal term. Any additional Credits may be purchased on an ad hoc basis for an additional fee. The content of any particular Healthcare Contact (including the available data points or the accuracy of any particular data point) is provided on an as-is basis, and once a Credit is used, the use cannot be revoked, and no replacement Credits or refunds will be provided based on the amount or quality of a particular record.
3. Software as a Platform.
Subject to these Terms, Nolea grants to Customer a non-exclusive, non-sub licensable, non-transferable, worldwide, revocable and limited right throughout the applicable subscription period (“Term”) to use the Platform for the Purpose to such number of End Users and limited to such number of Credits (as defined below) by which the Customer can receive Data through the use of the Platform.
Following termination of these Terms subject to the restrictions outlined in these Terms, Customer may only continue to use Data that was legally obtained from Nolea under these Terms and that was stored on Customer’s systems during the Term.
The Platform is provided subject to certain usage limits outlined in the Acceptable Use Policy incorporated therein.
4. Support.
Nolea guarantees that the Platform will be available at least 99% of the time on a weekly basis (“Platform Availability”). Platform Availability excludes planned outages for system maintenance, which are, to the extent possible, performed outside of usual business hours (GMT) or on Saturdays or Sundays (“Planned Outages”) and excludes unavailability caused by factors outside of Nolea’s reasonable control, such as unpredictable and unforeseeable events that could not have been avoided even if reasonable care had been exercised. Aside from emergencies, Planned Outages will generally be performed in a way that minimizes impact to the Platform as a whole and will be resolved within 12 hours. In the event that system availability falls below the Platform Availability, Customer may provide written notice to Nolea, and if availability again falls below the Platform Availability within 3 months of such notice, Customer may terminate these Terms upon written notice to Nolea and shall be entitled to a prorated refund of the total prepaid fees for any complete months remaining of the applicable Term, as at the date of such termination.
Nolea has created different tools to help users address frequently asked questions and additional technical and general support issues. In addition, Nolea tests frequent updates, maintenance, error shooting and additional means in order to improve the Platform. Nolea does not undertake to keep operating any of the above, and reserves the right to change, reduce, limit or terminate its maintenance and support efforts.
Nolea may access, collect, and use any information from or relating to Customer and Customer’s use of the Platform (“Related Information”) for customer and technical support, for regulatory and third-party compliance purposes, to protect and enforce Nolea’s rights, to monitor compliance with and investigate potential breaches of these Terms, and to recommend additional products or services. Nolea may share this information with its partners or affiliates for the same purposes. Customer grants Nolea and Nolea affiliates the perpetual right to use Related Information and any feedback provided by Customer for purposes such as to test, develop, improve, and enhance Nolea’s products and services, and to create and own derivative works based on Related Information and feedback, so long as neither Customer, any End User nor any other individual is identifiable as the source of such information.
5. Changes to the Terms.
We reserve the right to modify, change to, suspend or discontinue, temporarily or permanently the Platform or any Features (the “Changes”) with or without notice with no liability, at any time and for any reason, including without limitation any Changes which may be done automatically for the purpose of improving, enhancing or de-bugging versions of the Platform or other aspects thereof. We will notify Customer of any adverse material changes via the Site or Platform (including without limitation by sending an email notification or by way of on-screen pop-ups) by any other form prior to those Changes becoming effective. Otherwise, any other, non-material change, will be effective upon the “last updated” date stated at the top of these Terms.
Customer’s continued use of the Platform, following any such Changes, constitutes complete and irrevocable acceptance of such Changes and the revised Terms. If Customer does not agree with the new/modified Terms, Customer’s sole remedy is to discontinue using the Platform. For the avoidance of doubt, the then-current version of these Terms will supersede all earlier versions.
6. Intellectual Property Rights.
As between Nolea and Customer, all intellectual property rights in the Data, the Database, the Platform, and any part thereof, and any and all derivatives, changes, and improvements thereof lie exclusively with Nolea. Nolea owns the layout, user interfaces, appearance, trademarks, and other intellectual property comprising the Platform.
If Customer provides Nolea with suggestions or feedback, which may concern, but are not limited to, the Data, the Database or Platform and any customizations, features, improvements, modifications, corrections, enhancements, derivatives or extensions thereto (“Customer Suggestions”), such Customer Suggestions shall be deemed the sole property of Nolea (except to the extent that such Customer Suggestions include Customer Data, which shall remain Customer’s property), and Customer hereby irrevocably transfers and assigns to Nolea all intellectual property or proprietary rights in and to such Customer Suggestions and, to the maximum extent permitted by law, waives any and all derivative rights and copyrights to Customer suggestions and hereby irrevocably waives the right to claim or bring proceedings in connection with such rights.
Customer shall not use any trade name, trademark, service mark, brand, or logo of Nolea, or any link to a Nolea website, for any purpose other than in connection herewith, including, without limitation, in any communications using Data from Nolea, without Nolea’s prior written consent.
7. Customer Obligations.
Customer shall not, and shall not permit any third party to:
interfere or attempt to interfere with the Platform, infiltrate, hack, reverse engineer, decompile, or disassemble the Platform or Database or use the Data to compile similar databases, platforms, or services or compete with Nolea;
use a robot or other automated means to access or scrape the Platform or extract Data other than such tools as are explicitly contemplated and provided via the Platform (e.g., integrations allowing the export of Data into Customer’s CRM);
override or circumvent, or attempt to override or circumvent, any security feature, control, or use limits of the Platform;
use the Data for any reason or in any way other than for the Purpose;
publish, distribute, share, sell, lease, transfer, or otherwise make the Data available to any third person or entity and will use its best efforts to prevent the misuse or unauthorized use of the Data by any third person or entity;
purport to or factually sub-license its right to access and use the Platform or provide remote access to the Platform or Platform to or for the benefit of any third party or any unauthorized person;
permit the use of a single End User licence by more than one individual;
use the Platform to determine a consumer’s eligibility for credit or insurance for personal, family, or household purposes, employment or governmental licence or benefit, or any purpose covered by the Fair Credit Reporting Act or similar legislation in any other relevant jurisdiction;
violate third parties’ rights to privacy and other rights;
use the Platform in any way, or use the Data for any purpose, that can be deemed to be stalking, offensive, abusive, defamatory, fraudulent, or deceptive, threatening, advocating harassment or intimidation;
disparage or misrepresent the capabilities or reputation of Nolea; and
disclose the source of Data provided by Nolea unless obligated to by law.
With regard to any use of the Data, Customer agrees to comply with all applicable data protection, security, marketing, or privacy-related laws, statutes, directives, or regulations, including but not limited to:
General Data Protection Regulation 2016/679, the Privacy and Electronic Communications Directive 2002/58/EC, together with any amending or replacement legislation, any EU Member State law or regulations promulgated thereunder (“EU GDPR”);
UK Data Protection Act 2018, the UK General Data Protection Regulation, and the Privacy and Electronic Communications Regulations 2003 (“UK GDPR” and, together with the EU GDPR, the “GDPR”);
California Consumer Privacy Act of 2018 and the California Consumer Privacy Act Regulations together with any amending or replacement legislation (“CCPA”);
the U.S. Federal CAN-SPAM Act of 2003 (“CAN-SPAM”) and Canada’s Anti-Spam Legislation (“CASL”) together with any amending or replacement legislation; and
all other equivalent laws and regulations in any relevant jurisdiction relating to Personal Data and privacy (together with GDPR, CCPA, CAN-SPAM, and CASL,
in each case as may be amended, consolidated, extended, re-enacted, or replaced from time to time. “Personal Data” shall have the meaning ascribed to it in EU GDPR.
In the case of any violation of the obligations in this Section by Customer, Nolea may immediately suspend Customer’s access to the Platform. In addition to any other damages it may be entitled to under the law, should Customer or any person using the Platform through Customer’s account intentionally breach any material term of these Terms, Nolea shall have a right to seek injunctive relief, including attorneys’ fees and court costs.
If Nolea informs Customer that a data subject has made a request that their Personal Data be removed from Nolea’s Platform, Customer shall remove such data from their possession without undue delay, unless the Customer has another valid legal basis under applicable law to process such data. Customer confirms that it will at all times maintain an active End User of ‘administrator’ status (the “Admin”) whose responsibility it will be to ensure compliance with the aforementioned requirement.
8. Privacy and Artificial Intelligence.
Each party will process Personal Data in accordance with the data processing addendum which is available at: https://nolea.gitbook.io/knowledgebase/legal/data-processing-agreement (the “DPA”) (“Personal Data” shall have the meaning ascribed to it in Regulation (EU) 2016/679). In the event of any conflict between the DPA and these Terms, as relates to the subject matter of the DPA, the DPA will supersede.
Customer authorises Nola to store or process Customer Data in the United States or any other country in which Nolea or its sub-processors maintain facilities. Customer appoints Nolea to perform any such transfer of Customer Data to any such country and to store and process Customer Data in order to provide the Platform or by Customer’s documented instructions. Any such transfer shall be effected by way of a legally enforceable safeguarding mechanism that is permitted under the DPA, including but not limited to the Standard Contractual Clauses.
Nolea may make certain features available, including artificial intelligence (“AI”), machine learning, or similar functionality (“AI Features”). These features may include technology developed by Nolea or a third-party provider.
Nolea acknowledges that Customer Data provided by the Customer via its account’s integrations and enrich services is confidential. Nolea is committed to safeguarding Customer Data and respecting its users’ privacy. Therefore, Nolea confirms that it will not use Customer Data to train public AI. Notwithstanding, AI Features may be trained in Nolea's local and offline environment for product and research development purposes, mainly with regard to Customers’ metadata. For example, AI Features may analyze what certain companies (in the same size and industry as the Customer) are searching for in Nolea's Platform and recommend to other Customers how to get better enrichment results based on such searches.
Confidentiality.
Each party (each a “receiving party”) may have access to certain non-public proprietary, confidential information or data of the other party (each a “disclosing party”), regardless of how it is furnished, which a reasonable person or entity should reasonably believe is proprietary, confidential, or competitively sensitive (together, the “Confidential Information“). The fact that the parties entered into these Terms, and the contents of these Terms, shall be deemed Confidential Information.
Confidential Information shall exclude any information that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession before disclosure of the Confidential Information by the disclosing party; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of these Terms; or (iv) the receiving party can demonstrate in its records to have independently developed, without breach of these Terms or any use of or reference to the Confidential Information.
The receiving party agrees:
not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, officers, employees, advisors, or consultants (collectively, the “Representatives”) on a strict “need to know” basis provided that such Representatives are bound by written agreements to comply with confidentiality obligations as protective as those herein;
inform the disclosing party immediately on becoming aware or suspecting that an unauthorized party has become aware of or gained access to the Confidential Information;
not to use or reproduce, or knowingly allow anyone else to reproduce, directly or indirectly, any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under these Terms, unless otherwise provided for in these Terms; and
to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care.
Notwithstanding the foregoing, if the receiving party is required by any applicable law, rule, or regulation, to disclose the disclosing party’s Confidential Information, then before such disclosure, the receiving party will give written notice (to the extent permissible by applicable law) to the disclosing party so that it may seek appropriate relief and will disclose Confidential Information to the minimum extent required.
The Customer shall not ridicule, defame, mock, disparage, stalk, intimidate, threaten, harass, harm, advocate, incite harassment, or abuse another person, group, Nolea employees, including Nolea’s customer service representatives, hatefully, racially, religiously, ethnically or in any other manner.
Customer acknowledges that the Data obtained using Credits are for its own use only and that the disclosure to a third party of Healthcare Contacts, permitting a third party to access any Healthcare Contact records through use of Login Credentials or the use of the Healthcare Contacts for the benefit of or on behalf of any third party (“Covered Breach”), will cause damage to Nolea in an amount that is difficult to quantify. In order to avoid the time and expense of quantifying the direct damages caused by a Covered Breach, if Customer, negligently or intentionally, commits a Covered Breach, then Nolea shall be entitled to liquidated damages from Customer in the amount equal to £2.00 per Healthcare Contact record that is so disclosed, used, or made available per third party recipient or beneficiary, as applicable. For the avoidance of doubt, such liquidated damages are cumulative with any other damages that may be caused by such Covered Breach.
10. Warranties.
Each party represents and warrants that (i) these Terms, constitute a legal, valid and binding obligation, enforceable against it in accordance with these Terms; and (ii) it is validly existing and in good standing, and is qualified to do business; (iii) the performance of these Terms, the purchase of the Plan, and the use of the Platform have been properly authorized.
Customer represents and warrants to Nolea that:
it is not a data broker and is not entering into these Terms in order to resell the Data to third parties unless data subject actively allowed it;
it shall not engage in any conduct that brings or is likely to bring the reputation of Nolea into disrepute;
it shall ensure that all information to be provided by it to Nolea in connection with these Terms and the performance of Customer’s obligations hereunder is and shall remain true and correct in all respects;
it is not named on any U.S. or other government restricted-party list, and will not permit any End-User to access or use the Platform in a U.S.-embargoed country or region, or for any prohibited end use (e.g., nuclear, chemical, or biological weapons proliferation, or missile-development purposes);
it shall not take any action (or, as the case may be, omit to take any action) that would directly or indirectly infringe upon or misappropriate the intellectual property of Nolea or its affiliates; and
its execution of these Terms and its use of Nolea Platform and/or Data will not violate any applicable law, rule or regulation.
11. Indemnification.
Customer agrees to indemnify and hold harmless Nolea and its affiliates, suppliers, partners, officers, agents, and employees from and against any claim, costs, demand, losses, damages or expenses (including reasonable attorney’s fees) arising from:
Customer’s sending of any information, messages, or materials to any Healthcare Contact (including, but not limited to, through e-mail, mail, or fax) in violation of any law or the rights of any third party;
Customer’s violation of these Terms;
any data provided by Customer to Nolea;
the undue or unauthorized interference by Customer or any of its representatives with the Platform, Data, or Database in any respect;
use of any Data or access to the Platform in violation of any law or by any third party to whom Customer has granted access (including access obtained by such third party through the use of the login credentials assigned to each End User);
gross negligence, wilful misconduct, or any fraudulent act or omission of Customer and/or its representative in carrying out or failing to carry out its obligations under these Terms.
Nolea will defend and indemnify Customer from and against all costs, liabilities, damages, losses, and expenses (including reasonable legal fees) finally awarded or settled against Customer pursuant to a third-party claim arising out of any allegation that the Platform infringes upon any intellectual property right of such third party. The foregoing indemnification obligations do not apply if (i) the allegation does not state with specificity that the Platform is the basis of the claim against Customer; (ii) a claim against Customer arises from the use or combination of the Platform or any part thereof with software, hardware, data, or processes not provided by Nolea if the Platform or use thereof would not infringe without such combination; or (iii) a claim against Customer arises from Customer’s breach of these Terms. Under no circumstances whatsoever will Nolea be liable in any way for any actions or inactions made by Customer, its employees, agents, partners, service providers sub-processors or any other third party in respect of the Data.
In order to claim indemnification under these Terms, the indemnified party shall provide the indemnifying party with: (i) prompt written notice of the claim subject to the indemnification; (ii) the right to control and direct the investigation, defence, and settlement of such claim (except that the indemnifying party may not settle any claim or proceeding unless it unconditionally releases the indemnified party of all liability); and (iii) reasonable cooperation in connection with any related investigation, defence, and settlement.
12. Disclaimer of Warranties.
NOLEA PROVIDES ACCESS TO THE PLATFORM, AND DATA TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, other than the warranties explicitly specified herein and then only to the extent so specified, INCLUDING THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. CUSTOMER DOES NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOLEA DOES NOT WARRANT THAT THE PLATFORM, DATA, OR ANY SERVICE RELATED THERETO (i) WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION; OR (ii) WILL MEET CUSTOMER’S REQUIREMENTS; OR (iii) MAY BE USED OR RELIED UPON BY THE CUSTOMER OR ANY OTHER PARTY TO COMPLY WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD OR POLICY, NOR THAT THE PLATFORM WILL RENDER CUSTOMER NOT ANY OTHER PARTY COMPLIANT WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD OR POLICY. IF AND TO THE EXTENT THAT CUSTOMER USES THE PLATFORM WITH THE INTENTION OF OR FOR THE PURPOSE OF COMPLYING WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD, OR POLICY, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PLATFORM IS, IN THAT REGARD, PROVIDED “AS IS,” AND CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ITS COMPLIANCE. CUSTOMER AGREES THAT NOLEA SHALL HAVE NO LIABILITY TO CUSTOMER FOR CUSTOMER’S USE OF OR RELIANCE ON THE PLATFORM FOR SUCH PURPOSES. ANY DATA OBTAINED USING THE PLATFORM ARE OBTAINED AT CUSTOMER’S OWN RISK AND DISCRETION AND NOLEA SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO CUSTOMER’S COMPUTER OR TO CUSTOMER DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE PLATFORM OR ANY DATA OBTAINED THEREFROM.
NOLEA OPERATES AS AN INTERACTIVE COMPUTER SERVICE. MOST OF THE INFORMATION IT PROVIDES IS NOT CREATED DIRECTLY BY NOLEA BUT IS RETRIEVED FROM THE WEB OR THE CONTRIBUTION OF RELEVANT DATA FROM OTHER USERS AND BUSINESS PARTNERS AND AS SUCH, NOLEA SHALL NOT HAVE ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY DATA PROVIDED THROUGH USE OF THE PLATFORM except as expressly specified herein and only to the extent so specified. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR CUSTOMER’S USE OF THE PLATFORM, AND DATA.
Although Nolea will do its best efforts to provide accurate data, Nolea, and its sub-processors providers shall have no legal liability or responsibility for the accuracy or completeness of any information used or disclosed on the Platform, including information that pertains to an individual’s geographic location, and Customer acknowledges that such information could pertain to individuals in jurisdictions regarding which it expressed no interest.
For the avoidance of doubt, Nolea will not be responsible for instances that are outside of its control, which include:
any actions or inactions of Customer that result in a loss of or interruption to the Platform; and
any events or outages affecting the provision of the Platform by Nolea to Customer that are outside of the control and/or responsibility of Nolea.
Nolea’s profiles may reference links to other websites (the “Linked Sites”). Nolea neither endorses nor is affiliated with the Linked Sites and is not responsible for any of the content on the Linked Sites or the use thereof.
Used herein, a “Third Party Product” is any third-party product, application, service, software, network, system, directory, website, database and/or information obtained separately which links to the Platform, or which Customer may connect to or enable in conjunction with the Platform, including, without limitation, Third Party Products which may be integrated directly into the Platform or any Features (if applicable) by Customer or at Customer’s direction. If Customer chooses to share Customer Data in any manner, including through a Third Party Product or integration Customer is solely responsible for what that third party may do with Customer Data, and Customer’s relationship with that third party. Likewise, Customer is solely responsible for any of the effects a Third Party Product may have on Customer Data, including deleting or corrupting Customer Data. Except for these sub-processors, Customer acknowledges that Nolea is not responsible for the disclosure of Customer Data by Customer or Customer’s agents (including Customer’s End Users) to any third parties or the effects of any Third Party Product on Customer Data.
13. Limitation of Liability.
IN NO EVENT WILL NOLEA BE LIABLE FOR ANY PUNITIVE, MULTIPLE LOST PROFITS, LOST BUSINESS, LOSS OF USE, LOSS OF DATA, LOST OR CORRUPTED DATA DAMAGES, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF THESE TERMS, THE DPA, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT NOLEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NOLEA’S LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, ADVERTISERS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO CUSTOMER OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO A MAXIMUM AMOUNT OF GBP100.
14. Fees; Tax.
Fees
Certain Plans and Features may be subject to payment of particular fees (“Fee(s)”), as determined by Nolea in its sole discretion (“Paid Plan”). Nolea will provide notice of such Fees then in effect in relation to such Plan on sign-up therefore. All Fees are due and payable in advance and shall be paid by credit card in accordance with Nolea’s provided instructions. All Fees shall be deemed to be in GBP Pounds.
Nolea reserves the right to change its Fees at any time, upon notice to Customer if such change may affect Customer’s existing Plan. If Customer received a discount or other promotional offer, Nolea shall have the right to automatically and without notice renew Customer’s Plan at the full, and then-applicable Fee.
For the avoidance of doubt, all payments under these Terms are non-refundable.
Taxes
To the extent permitted by law (and unless specified otherwise by Nolea in writing), all Fees are exclusive of all taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities, or other similar governmental chargers, howsoever designated, except for taxes based on the net income of Nolea (“Taxes”), and Customer shall be responsible for payment of all applicable Taxes relating to Customer’s use of the Platform, or to any payments or purchases made by Customer. Nolea is not responsible for any such additional fees or costs. Unless otherwise prior agreed to in writing between the parties, if under applicable law taxes are required to be withheld, Customer shall pay Nolea an amount such that the net amount after withholding of taxes shall equal the amount that would have been otherwise payable under these Terms.
Late Payment
If Customer fails to pay any Fees due to Nolea by their due date (according to the chosen Plan) Nolea has the right, without prejudice to any other rights that it has in law, to implement, at its sole discretion and on notice to Customer, a Suspension or Limitation process as set below. Any amounts payable to Nolea by Customer that remain unpaid after the due date shall be subject to a late charge equal to 1.5% of the invoice amount per month from the due date until such amount is paid. Customer shall pay all collection fees, including legal expenses, with respect to the collection of late payments.
Chargebacks Nolea reserves its right to dispute any chargeback received from Customer, including by providing the relevant credit card company or financial institution with any information and documentation proving that Customer is responsible for authorizing such chargeback and continued to make use of and access the Platform thereafter. Customer’s use of the Platform will not resume until Customer re-subscribes for a new Plan, and pay any applicable Fees in full, including any fees and expenses incurred by Nolea and/or any Third Party Services for each chargeback , if applicable (including Fees for the Platform provided prior to the chargeback, handling and processing charges and fees incurred by the payment processor).
15. Data Cleansing.
Customer acknowledges that through the use of Platform or otherwise, Customer may have the opportunity to transmit Healthcare Contact information to Nolea for purposes of matching, cleansing, or updating records with information from Nolea’s Database. In the event such information is transmitted to Nolea, Nolea will make commercially reasonable efforts consistent with its research protocols and priorities, to respond to match and clean and append requests by researching and/or verifying business contact information so submitted and supplementing the Database with information Nolea is able to verify. Nolea may also use email deliverability data (such as email “bounce” data) accessible through Customer’s use of the Platform to improve the Database by, for example, eliminating invalid email addresses from the Data.
16. Suspension and Limitation Processes.
If Customer commits any act or omission which, in the opinion of Nolea, is or could be prejudicial to its interests or subject Nolea to liability; uses the Platform in a manner that poses a security risk to or may adversely affect the Platform; or engages in or is suspected of engaging in bribery, fraud, or otherwise corrupt or illegal actions or omissions, Nolea has the right, without prejudice to any other rights that it has in law, to implement the following Suspension process:
unilaterally suspend or discontinue the provision of the Platform to Customer (“Suspension”) for 14 (fourteen) days (“Suspension Period”) or such other reasonable time as agreed between the parties;
If Customer remedies the cause of the Suspension during the Suspension Period, the Suspension will immediately, or as soon as practicably possible thereafter, be lifted;
If Customer fails to remedy the cause of the Suspension within the Suspension Period, Nolea reserves the right to terminate these Terms with immediate effect; or
immediately terminate these Terms, and in either case, be entitled to claim from Customer whatever direct damages or loss it has suffered.
Nolea may, in its sole discretion and based on its internal compliance processes, use technological means to place reasonable use limits on Customer’s daily or monthly consumption of Credits or access to the Platform as it deems appropriate (“Limitation”) to protect against any potential or suspected fraud, hacking attacks, misuse of the Data, excessive use, including excessive downloads or screen views that indicate a violation of these Terms (such as sharing with third parties or attempting to circumvent limitations to Credits (if applicable), and the like. Customers may, on written notice to Nolea with justification therefore, request that the Limitation be removed. Nolea, in its sole discretion, may then decide to remove, modify, or retain the Limitation if it determines that the justification and use-case provided by Customer is in good faith and are otherwise in accordance with these Terms. Nolea may also make removal of the Limitation subject to receipt of written and signed representations and warranties as Nolea may deem reasonably appropriate in order to ensure the justification for the removal of the Limitation.
Customer hereby acknowledges that if Nolea determines through its compliance verification processes that the Customer is in violation of any of the representations and/or warranties set forth herein, Nolea retains the right to unilaterally terminate these Terms on 7 days’ prior written notice to Customer, unless Customer provides assurances to Nolea that guarantee its compliance, which guarantees Nolea may, in its sole discretion, may or may not accept.
17. Term; Termination.
Term
These Terms commence on the date of receipt by Nolea of the full Fee by Customer, unless otherwise agreed in writing between the parties, and shall continue in effect for the subscription period applicable to the specific purchased Plan (the “Initial Term”) or any Renewal Term thereof (collectively, the “Term”).
Auto-renewal
In order to ensure that Customer does not experience any interruption or loss of services, at the end of the Initial Term (or each Renewal Term, as applicable), the Plan will automatically renew (“Renewal Date”) by default for a renewal period equal in time to the original subscription period (excluding extended periods) (“Renewal Term”) at the then-current pricing structure for the current Plan (subject to applicable Taxes changes and excluding any discount or other promotional offer provided for the Initial Term) (“Renewing Paid Plan”).
Accordingly, on the Renewal Date, Nolea will automatically charge Customer the applicable Fees for the Renewing Paid Plan, using the same means of payment (“Renewal Charge”). If the Renewal Charge is unsuccessful, Nolea may, in its sole discretion (but shall not be obligated to), retry to collect such Renewal Charge for a period of up to two (2) weeks, during which time, Customer’s Nolea account might be suspended. In the event of failure to collect the Renewal Charge, Nolea may, in its sole discretion, suspend or cancel Customer’s Plan, without further notice.
Termination
Customer may request to terminate these Terms (and thereby the Plan) at any time, in accordance with the instructions available on the Platform. The effective date for cancellation of the Plan shall be at the end of the current Term.
Notwithstanding anything to the contrary in the foregoing, with respect to subscriptions to Renewing Paid Plans, such subscriptions will be discontinued only upon the expiration of the respective period for which payment have already made payment. Please note that as the cancellation process may take a few days, in order to avoid the next automatic renewal and respective charge the cancellation request should be made at least fourteen (14) days prior to the expiration of the then-current service period.
Nolea may terminate these Terms with immediate effect by giving written notice to Customer if: (i) the Customer materially breaches these Terms and fails to cure the breach within seven (7) days after being given written notice thereof; or (ii) the Customer is declared bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws; or (iii) the Plan is deemed to be a deprecated Plan by Nolea, in which case Nolea shall provide 30 days prior written notice.
Effects of Termination
On termination of these Terms for any reason, Customer will (i) immediately cease use of the Platform and any related services (except that the Admin may continue to access the Platform for a reasonable time following the termination of these Terms solely for the purpose of complying with Customer’s obligations hereunder); and (ii) all payments will become due and payable. Notwithstanding the foregoing, as of termination. Customer is solely responsible for any communications between Customer or any End User and any Healthcare Contact.
On termination resulting from Customer’s breach of these Terms, Customer shall: (i) immediately provide Nolea a complete list of all third parties to which Customer disclosed the Data; and (ii) irrevocably delete, and cause any third party that Customer has provided any Data to delete any and all Data, except for Data that was already known to Customer or that was already in Customer’s possession prior to obtaining it through the use of the Platform. On request, Customer will provide Nolea with a signed notice confirming that Customer complied with the provisions of this paragraph.
18. Governing Law.
If Customer’s country of incorporation is the United States, these Terms, including the arbitration agreement referred to in Section 19, will be interpreted in accordance with the laws of the State of New York, without regard to the principles of conflict of laws. Subject to Section 19, any disputes arising out of or in connection with these Terms shall be brought exclusively before the competent courts of the State of New York in Manhattan, New York City. The parties hereby submit to the personal jurisdiction of such courts and waive any argument that such courts are inconvenient.
If Customer’s country of incorporation is not the United States, these Terms, including the arbitration agreement referred to in Section 19, will be interpreted in accordance with the laws of England and Wales without regard to the principles of conflict or choice of laws. Subject to Section 19, any disputes arising out of or in connection with these Terms shall be brought exclusively before the competent courts of England and Wales in London. The parties hereby submit to the personal jurisdiction of such courts.
19. Arbitration.
Both parties agree to resolve any dispute (other than Litigation Claims (as defined below)) through final and binding arbitration as detailed herein. Before filing a claim, both parties agree to try to resolve the dispute informally and undertake reasonable efforts to contact each other to resolve any claim before taking any formal action. If a dispute is not resolved within 15 days after the first notification of the dispute is sent, either party may initiate an arbitration proceeding as described below. The parties hereby agree to pursue an arbitration proceeding to resolve the dispute quickly and efficiently and to reduce the costs imposed on the parties.
If Customer’s jurisdiction of incorporation is in the United States, the parties agree that any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes, administered by the American Arbitration Association (“AAA”), as such rules are in effect at the time arbitration is sought. Those rules are available at www.adr.org. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator under those rules. Both parties further agree that the arbitration will be held in New York, New York, or, at Customer election, will be conducted telephonically or via other remote electronic means. The AAA rules will govern the payment of all arbitration fees.
If Customer’s jurisdiction of incorporation is anywhere other than the United States, the parties agree that any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one. The seat or legal place of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.
The following claims (“Litigation Claims”) shall not be subject to the arbitration agreement as set out below and shall be litigated in the courts of competent jurisdiction set forth in these Terms: (a) claims by the disclosing party for the unauthorized disclosure, or the misuse, by the receiving party of disclosing party’s Confidential Information; (b) claims by Nolea to collect Fees; and (c) claims for mandatory or prohibitory injunctive relief, except for temporary relief in aid of arbitration or to secure the payment of an arbitration award under these Terms. The Litigation Claims are not subject to arbitration and are expressly excluded by the parties from arbitration unless otherwise agreed in writing.
No party shall commence or seek to prosecute or defend any dispute, controversy, or claim based on any legal theory arising out of or relating to these Terms, or the breach thereof, other than on an individual, non-class, non-collective action basis. No party shall seek to prosecute or defend any dispute, controversy, or claim arising out of or relating to these Terms, or the breach thereof, in a representative or private attorney general capacity. The arbitrator shall not have the power to consolidate any arbitration under these Terms with any other arbitration, absent agreement of all parties involved, or otherwise to deal with any matter on a non-individual, class, collective, representative, or private attorney general basis.
20. Force Majeure.
Neither party shall be liable to the other for any performance delay or failure to perform hereunder, due to any act, war, omission, epidemic, pandemic, or condition beyond the reasonable control of the affected party (“Force Majeure Event”), provided the affected party gives notice to the other and makes reasonable efforts to resume performance as soon as possible. Neither a Force Majeure Event nor termination of these Terms in connection therewith shall relieve either party from its obligation to pay the other any outstanding payments due under these Terms.
21. Compliance with Legal Requests.
Without limiting the foregoing, Nolea retains the right to fully cooperate with any valid legal process from a law enforcement authority with jurisdiction that requests or directs us to disclose Customer Data or other information on the Platform. CUSTOMER WAIVES AND HOLDS HARMLESS NOLEA AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY NOLEA OR 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 US, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.
21. Compliance with Legal Requests.
Without limiting the foregoing, Nolea retains the right to fully cooperate with any valid legal process from a law enforcement authority with jurisdiction that requests or directs us to disclose Customer Data or other information on the Platform. CUSTOMER WAIVES AND HOLDS HARMLESS NOLEA AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY NOLEA OR 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 US, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.
22. Miscellaneous.
These Terms (as amended) set forth the entire understanding between the parties concerning the subject matter herein and supersedes all prior and contemporaneous written agreements and discussions between the parties relating thereto. In the case of any conflict of terms, these Terms shall prevail.
No amendment, modification, consensual cancellation, waiver, relaxation, or suspension of any of the provisions hereof shall be binding unless reduced to writing and signed by the parties.
Customer agrees that Nolea may disclose the fact that Customer is a client of Nolea. While these Terms are in effect, the Customer grants Nolea the right to reference Customer’s company name and logo in marketing materials and on Nolea’s website until Customer’s use of the Platform is discontinued.
If any provision of these Terms is determined to be void or unenforceable by a court or arbitral body of competent jurisdiction, such section shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of the Terms shall not be affected.
The failure of either party to enforce at any time the provisions of these Terms shall not be interpreted to be a waiver of such provisions or of the right of such party to enforce each and every such provision.
All notices given under these Terms shall be in writing (electronic or otherwise) and shall be deemed to have been duly given: (i) when delivered to the address duly provided by such party, if delivered by messenger during normal business hours of the recipient; (ii) the third business day following posting to the address set forth under the party’s signature below, if posted by international airmail or reputable international carrier service; or (iii) when sent to the party’s provided email address if sent via email, provided that no notification of failure to send, out of office message, or similar automatic reply is received by the sender, in which case the notice shall not be deemed to have been duly given under this subsection (iii) and notice shall be provided in accordance with either (i) or (ii).
Customer may not transfer or assign its rights or obligations under these Terms to any third party. Any purported assignment contrary to this section shall be void. Notwithstanding, each party shall be entitled to assign its rights and obligations under these Terms, in whole or in part, to any related entity or upon a merger, acquisition or sale of all or substantially all its business, without the need to obtain the consent of the other party, provided, in the case of Customer, that such assignee is not a data broker or other entity that competes with Nolea.
The parties acknowledge that in entering into these Terms, they do not do so on the basis of, and do not rely on, any representations, warranties or other provisions except as expressly provided herein and all conditions, warranties and other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
Nothing contained in these Terms is intended or is to be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
Contact Us
If you have any additional questions, please feel free to contact us at support@getnolea.com or at:
Nolea Technology Ltd
2, Television Centre, 101 Wood Ln, London W12 7FR, United Kingdom
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