TERMS OF USE

ACCEPTANCE OF TERMS
NUPP Inc.  ("NUPP Legal") makes available for your use on this Web site (the "Site") information, documents, software and products (collectively, the "Materials") and various services operated by NUPP Legal®  (collectively, the "Services"), subject to the terms and conditions set forth in this document (the "Terms of Use"). By accessing or using this Site, which includes your access to or use of any of the Services, you agree to the Terms of Use. NUPP Legal  reserves the right to change the Terms of Use from time to time at its sole discretion. Your use of the Site will be subject to the most current version of the Terms of Use posted on the Site at the time of such use. In addition, when using particular Services or Materials on this Site, you shall be subject to any posted guidelines or rules applicable to such Services or Materials that may contain terms and conditions in addition to those in the Terms of Use. All such guidelines or rules are hereby incorporated by reference into the Terms of Use. If you breach any of the Terms of Use, your authorization to use this Site automatically terminates and you must immediately destroy any Materials downloaded or printed from the Site. NUPP Legal reserves the right to seek all remedies available by law and in equity for any violation of these terms and conditions. Any rights not expressly granted herein are reserved.

COPYRIGHT; LIMITED LICENSE
The Materials and Services on this Site are protected by copyright and/or other intellectual property laws and any unauthorized use of the Materials or Services at this Site, including unauthorized use without monetary gain, may violate such laws. Except as expressly provided herein, NUPP Legal, its affiliates and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information with respect to the Materials and Services.

Except as specifically permitted herein, no portion of the information or documents on this Site may be reproduced in any form or by any means without the prior written permission of NUPP Legal.

USE OF SOFTWARE
The software, if any, and accompanying documentation that are made available to download from this Site are the copyrighted work of NUPP Legal and/or its suppliers. 

USE OF SITE INFORMATION
Except as otherwise indicated elsewhere on this Site, you may view, download and print the documents and information available on this Site subject to the following conditions:

  • 1.  The documents and information may be used solely for personal, informational, internal, non-commercial purposes, except where specifically authorized.
  • 2.  The documents and information may be modified or altered only for personal, informational or internal use, except where specifically authorized.
  • 3.  The documents and information on the Site may not be distributed.
  • 4.  You may not remove any copyright or other proprietary notices contained in the documents and information.
  • 5.  NUPP Legal  reserves the right to revoke the authorization to view, download and print the documents and information available on this Site at any time, and any such use shall be discontinued immediately upon written notice from NUPP Legal.
  • 6.  The rights granted to you constitute a license and not a transfer of title.
  • 7.  Lawyers: you may utilize and modify the Materials for the use of your clients, however, by purchasing or utilizing the Materials you agree that the Materials are subject to the terms and conditions herein and may not be sold or redistributed without the written consent of NUPP Legal.

The rights specified above to view, download and print the documents and information available on this Site are not applicable to the design or layout of this Site. Elements of this Site are protected by trade dress and other laws and may not be copied or imitated in whole or in part.

USE AND PROTECTION OF MEMBER ACCOUNT AND PASSWORD
You are responsible for maintaining the confidentiality of your account login and password, when applicable. You are responsible for all uses of your account, whether or not actually or expressly authorized by you. If any of the Materials or Services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify NUPP Legal immediately of any unauthorized use of your account or any other breach of security. NUPP Legal will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by NUPP Legal or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder.

WARRANTIES AND DISCLAIMERS
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND NUPP Legal, ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NUPP Legal MAKES NO WARRANTY THAT (i) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE MATERIALS OBTAINED FROM THE SITE WILL BE CORRECTED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO NINETY (90) DAYS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. NUPP LEGAL  MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND NUPP LEGAL MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

NUPP LEGAL ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE INFORMATION, DOCUMENTS, SOFTWARE, MATERIALS AND/OR SERVICES WHICH ARE REFERENCED BY OR LINKED TO THIS SITE. REFERENCES TO OTHER CORPORATIONS, THEIR SERVICES AND PRODUCTS, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

NO ATTORNEY-CLIENT RELATIONSHIP IS OR WILL BE ESTABLISHED BETWEEN YOU AND NUPP LEGAL THROUGH ANY USE OF THIS SITE OR SUBSEQUENT CONTACT WITH NUPP Legal, ITS PRINCIPALS, EMPLOYEES, OFFICERS, AGENTS AND/OR ASSIGNS. BY MAKING A TRANSACTION ON THIS SITE YOU ACKNOWLEDGE THAT YOU ARE PURCHASING A PRODUCT OFFERED FOR SALE BY NUPP LEGAL AND THAT YOU ARE NOT PURCHASING LEGAL SERVICES, ADVICE AND/OR REPRESENTATION FROM NUPP LEGAL, ITS PRINCIPALS, EMPLOYEES, OFFICERS, AGENTS AND/OR ASSIGNS.

IN NO EVENT SHALL NUPP LEGAL  OR ITS AFFILIATES OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT NUPP LEGAL  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NUPP LEGAL OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

This Site may contain links to third-party Web sites that are not under the control of NUPP Legal. NUPP Legal makes no representations whatsoever about any other Web site to which you may have access through this Site. When you access a non-NUPP Legal Web site, you do so at your own risk and NUPP Legal is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites or for the quality of any products or services available on such sites. NUPP Legal provides these links merely as a convenience and the inclusion of such links does not imply that NUPP Legal, NUPP Legal's affiliates or suppliers endorse or accept any responsibility for the content or uses of such Web sites.

FORWARD-LOOKING STATEMENTS
The Site may now, or hereafter from time to time, contain certain statements or information with respect to (i) the projection of revenues, income, earnings per share, capital expenditures, dividends, capital structure, or other financial items relating to us; (ii) our plans, objectives and/or projections for future operations, including those relating to our products or services; (iii) our future economic performance; and (iv) other projections, estimates or forward-looking statements relating to us. All such statements and information are forward-looking statements within the meanings of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are based upon, or will be based upon, our judgment with respect to future events and are subject to a number of uncertainties and risks that could cause actual results or circumstances to differ materially from those expressed in the forward-looking statements. For further detail and information concerning such risks and uncertainties, please consult our reports and other documents and information, if any, now and hereafter on file with the Securities and Exchange Commission.

PERSONAL INFORMATION AND PRIVACY
To learn about how NUPP Legal protects your personal information, such as your name and address, refer to the NUPP Legal Privacy Statement.  Please note that any non-personal information or material sent to NUPP Legal will generally be deemed to NOT be confidential.

PROHIBITED COMMUNICATIONS
You may only submit to the Site, User Content that is (a) owned by you, (b) submitted with the express permission of the owner, or (c) in the public domain. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other materials that would violate any law or the rights of others, including without limitation, laws against copyright infringement. Violation of these restrictions may result in limitations on access by you to this Site.

NO UNLAWFUL OR PROHIBITED USE.
As a condition of your use of the Materials or Services, you will not use the Materials or Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Materials or Services in any manner that could damage, disable, overburden, or impair any NUPP Legal server, or the network(s) connected to any NUPP Legal server, or interfere with any other party's use and enjoyment of any Materials or Services. You may not attempt to gain unauthorized access to any Materials or Services, other accounts, computer systems or networks connected to any NUPP Legal server or to any of the Materials or Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Materials or Services.

SUBMISSIONS
With the exception of credit card numbers for the purchase of products and services, NUPP Legal does not want to receive confidential or proprietary information through its web site.

Any information sent to NUPP Legal, with the exception of credit card numbers, will be deemed NOT CONFIDENTIAL. You grant NUPP Legal an unrestricted, irrevocable license to display, use, modify, perform, reproduce, transmit, and distribute any information you send NUPP Legal, for any and all commercial and non-commercial purposes.

You also agree that NUPP Legal is free to use any ideas, concepts, or techniques that you send NUPP Legal for any purpose, including, but not limited to, developing, manufacturing, and marketing products that incorporate such ideas, concepts, or techniques.

MANAGING USER CONTENT AND COMMUNICATIONS
NUPP Legal reserves the right, in its sole discretion, to delete or remove your User Content from the Site and to restrict, suspend or terminate your access to all or part of this Site, at any time for any reason without prior notice or liability.

NUPP Legal may establish general practices and limits on the use of any Service, including, but not limited to, limits on retention time, file size, and storage space for User Content. NUPP Legal shall have no liability or responsibility for the deletion or failure to store any information or materials in connection with any Service.

NUPP Legal may, but is not obligated to, monitor or review (i) any areas on the Site where users transmit or post User Content, including but not limited to areas where Services are available, or chat rooms, bulletin boards or other user forums, and (ii) the substance of any User Content.

To the maximum extent permitted by law, NUPP Legal will have no liability related to User Content arising under the laws of copyright, libel, privacy, obscenity, or otherwise. NUPP Legal also disclaims all liability with respect to the misuse, loss, modification, or unavailability of any User Content.

NOTIFICATION OF COPYRIGHT INFRINGEMENT
NUPP Legal will, in appropriate circumstances, terminate the accounts of users who infringe the intellectual property rights of others. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site or on sites linked to from this Site, please provide NUPP Legal a Notice containing the following elements:

  • 1.  a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
  • 2.  a description of the copyrighted work or works that you claim have been infringed and identification of what material in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;
  • 3.  a description of where the material that you claim is infringing is located on the NUPP Legal site;
  • 4.  information sufficient to permit NUPP Legal to contact you, such as your physical address, telephone number, and email address;
  • 5.  a statement by you that you have a good faith belief that the use of the material identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  • 6.  a statement by you that the information in your Notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

NUPP Legal, for Notice of claims of copyright infringement, can be reached as follows:

By mail:
NUPP Legal
110 W 9th St., Suite 600
Wilmington, DE 19801

By email:
copyright@nupplegal.com

NUPP LEGAL  SHOULD ONLY BE CONTACTED IF YOU BELIEVE THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING ON THIS SITE OR ON SITES LINKED TO FROM THIS SITE. ALL OTHER INQUIRIES DIRECTED TO COPYRIGHT@NUPP Legal WILL NOT BE RESPONDED TO. SUCH INQUIRIES SHOULD BE MADE THROUGH THE FEEDBACK PROCEDURE: 
custserv@nupplegal.com

INDEMNITY
You agree to indemnify and hold NUPP Legal, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post to or transmit through the Site (including, without limitation, any User Content), your use of the Site, your connection to the Site, your violation of the Terms of Use, or your violation of any rights of another person or entity.

GOVERNING LAW AND JURISDICTION
This Site (excluding linked sites) is controlled by NUPP Legal from its offices within the state of Delaware, United States of America. By accessing this Site, you and NUPP Legal agree that all matters relating to your access to, or use of, this Site shall be governed by the statutes and laws of the State of Delaware, without regard to the conflicts of laws principles thereof. You and NUPP Legal also agree and hereby submit to the exclusive personal jurisdiction and venue of the Delaware Superior Court, New Castle County, Wilmington, DE and the United States District Court for the District of Delaware - Third Circuit with respect to such matters. NUPP Legal makes no representation that Materials or Services available on this Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.

EXCLUSIVE PLACE OF BUSINESS TRANSACTION
Any capability to acquire Materials and/or Services from NUPP Legal via this Site is intended solely as a means to do business in the state of Delaware exclusively and shall in no way constitute doing business in any other state, territory, country, province or location. By accessing or using this Site, you and NUPP Legal agree that you are contacting NUPP Legal in Delaware, doing business in the state of Delaware and that no prior or subsequent contact, by any means, related to your access or use of this Site or Materials and/or Services made available within this Site shall in any way constitute doing business outside the state of Delaware.

TRADEMARK INFORMATION
The trademarks, logos and service marks ("Marks") displayed on this Site are the property of NUPP Legal or other third parties. You are not permitted to use the Marks without the prior written consent of NUPP Legal or such third party which may own the Marks. NUPP Legal and the NUPP Legal logo are trademarks of NUPP Inc.

MODIFICATION
 NUPP Legal reserves the right to modify these terms at any time.