AMONG OTHER ACTIVITIES, NUAGE’S SERVICES ENABLE COORDINATION AND COMMUNICATION WITH A HEALTH CARE PROVIDER. IT DOES NOT REPLACE YOUR RELATIONSHIP WITH ANY PHYSICIAN. THESE SERVICES MIGHT NOT BE APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS. IF YOU HAVE A MEDICAL EMERGENCY, IMMEDIATELY CALL YOUR DOCTOR OR DIAL 911.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BECAUSE THEY SET FORTH THE IMPORTANT TERMS YOU WILL NEED TO KNOW ABOUT THE SERVICES.
YOU UNDERSTAND THAT BY ACCESSING OR USING THE SITES OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS OF USE. IF YOU DO NOT OR CANNOT AGREE WITH ANY PART OF THESE TERMS OF USE, YOU MAY NOT USE THE SITES OR ANY SERVICES PROVIDED ON OR THROUGH THE SITES.
THE TERMS OF USE ARE SUBJECT TO CHANGE AS PROVIDED HEREIN.
Introduction
Nuage Health MD LLC., and it’s respective affiliates (collectively, “Nuage,” “we ”, “us”, or “our”) own and operate the website located at nuagehealthmd.com,( the “Website,” and collectively with any affiliated mobile application (“App”), the “Sites”). The Sites are intended to facilitate the provision of the Services to registered users. The “Services” may include (i) providing individuals with information on health care and wellness (“Content”); (ii) providing individuals with care coordination services; (iii)development and gathering of health care records and health care information with retention of the same for use in health care provider appointments, and communications, (iv) administrative support in connection with scheduling, payment for health care provider services, and payment for pharmacy services; and (v) telecommunications support for using the Services as a means of direct access to health care providers provided by affiliated professional entities for communication, consultations, assessments, and treatment by such health care organizations and their providers.
These terms and conditions of use (“Terms of Use”) describe your rights and responsibilities with regard to the Nuage Sites that you may use to receive Services. Your access to and use of the Sites is subject to these Terms of Use, our Privacy Policy at nuagehealthmd.com/privacy-policy, as well as all applicable laws and regulations. In these Terms of Use, the terms “you” and “yours” refer to the person using the Services. Even though you may have arrived at the Sites through a website or mobile application operated or controlled by a third party, including by an affiliate of Nuage, you understand and agree that these Terms of Use are entered into between you and Nuage. If you do not accept and agree to be bound by these Terms of Use, you are not authorized to access or otherwise use the Sites, Services or any information or Content provided through the Sites or Services. The Sites and Services are continually under development, and Nuage reserves the right to review or remove any part of these Terms of Use in its sole discretion at any time and without prior notice to you. You should check the Terms of Use from time to time when you use the Sites or Services to determine if any changes have been made. Any changes to these Terms of Use are effective upon posting to the Sites. Unless otherwise indicated, any new Content added to the Services is also subject to these Terms of Use upon posting to the Sites. If you disagree with these Terms of Use, your sole and exclusive remedy is to discontinue your use of the Sites and/or Services. Your continued use after a change has been posted constitutes your acceptance of the changes.
Availability
Certain of our Services are currently only available to individuals located in certain states.
Eligibility
In order to qualify to use the Services, the following must be true:
You are age 18 or over.
You are located in a State Where We Operate (depending on the type of Services).
You agree to be legally bound by and comply with these Terms of Use.
You understand and agree that satisfying the above requirements does not guarantee that you will receive Services through Nuage. In addition to the above requirements, Nuage and certain affiliated professional entities reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you.
Requirements for use
You must have compatible computing and/or mobile devices, access to the Internet, and certain necessary software to use the Sites. Fees and charges may apply to your use of mobile services and to the Internet.
Privacy policy
Nuage understands the importance of confidentiality and privacy regarding your health information. Please see: (1) our Privacy Policy available on the Sites nuagehealthmd.com/privacy-policy for a description of how we may collect and use your personal information, and (2) the Nuage Professionals Notice of Privacy Practices applicable to affiliated professional entities for a description of how these entities may use and disclose your medical information and how you may access that information. The Privacy Policy and Nuage Professionals Notice of Privacy Practices are hereby incorporated into these Terms of Use by reference and constitute a part of these Terms of Use.
Your relationship with Nuage
Nuage does not provide any medical services, including via the Sites and Services. Rather, Nuage provides a technology platform for you to access a health care provider employed or contracted with Nuage or similar affiliated professional entities and obtain access to additional information, which you may or may not choose to utilize in planning your health care and wellness. The health and wellness resources made available through our Services are not a substitute for direct in-person health care services in all cases. The decision to focus on diagnosis, treatment recommendations, or both, rests with you and the health care provider. You understand that by coordinating and in certain cases consulting with a affiliate health care provider through the Services, you are not entering into a provider-patient relationship with Nuage.
Communications by text message and email
By opting-in to receive text (SMS) messages from Nuage or by sending Nuage an initial text message (an “SMS Enrollment”), you consent to receiving text messages regarding your Nuage account and use of the Sites and Services. These text messages may include order confirmations, shipping notifications, messages from your healthcare provider, and other transactional messages, as well as promotional and marketing notifications, to the extent you have opted-in to receive such messages from Nuage.
With your SMS Enrollment, you represent and understand that: (1) you are the owner or authorized user of the mobile device you used in order to initiate the SMS Enrollment, (2) you are authorized to approve any applicable charges in connection with the text messages you send to and receive from Nuage, (3) you will be responsible for all messaging and other data charges that may apply for any text messages sent to you from Nuage, or from Nuage to you, and (4) neither Nuage, nor your or Nuage’s mobile carriers, will be liable for delayed or undelivered messages.
Note that access to the Services and the Sites is not conditioned upon your consent to receive marketing or promotional text messages from Nuage, and you can opt-out of any of Nuage’s SMS services at any time by texting “STOP” to the message received, from the mobile device that is subscribed to receive the SMS messages. After you send the text message “STOP” to us, we may send you one final text message to confirm that you have been unsubscribed. If you have opted-in to receive more than one type of text message from Nuage, you will need to opt-out of each Nuage SMS service to which you are subscribed. Until you have done so, you may continue to receive the types of text messages from Nuage that you have opted-in to receive but have not unsubscribed from.
You also understand that while Nuage takes your privacy and the security of your health and other sensitive information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. Text messages and emails that you send to or receive from Nuage are not encrypted, which means that it is possible they may be intercepted by third parties. If you choose to send or receive information about your health or any other sensitive information by text message or email, you do so at your own risk. By initiating an SMS Enrollment, you consent to sending text messages to Nuage, and receiving text messages from Nuage, that are not encrypted. Likewise, by emailing Nuage or giving Nuage your email, you consent to receive unencrypted emails messages from Nuage.
If you are experiencing any issues with Nuage’s text messaging or email services, or if you have any concerns about sending or receiving any sensitive information through text or email, please contact us directly at support@nuagehealthmd.com or call us at (855) 682-4363. If you have questions specific to your text or data plan, please contact your wireless provider.
Consultative service
In some cases, an affiliated health care provider may use the Services to provide advice or treatment to you. A health care provider consulting with you through the Services may not have the benefit of information that would be obtained by examining you in person and observing your physical condition, in each instance. Therefore, the health care provider may not be aware of facts or information that may affect his or her opinion regarding a potential diagnosis or treatment recommendation. To reduce the risk to you of this limitation Nuage strongly encourages you to provide all relevant information and discuss any and all diagnosis and treatment options with a health care provider. Moreover, a health care provider utilizing Nuage may be limited by state law in prescribing certain medications to you without first conducting an in-person physical examination. By deciding to engage the Services, you acknowledge and agree that you are aware of these limitations and agree to assume the risk of these limitations. Furthermore, you agree and accept that: (i) any diagnosis you may receive is limited and, in some cases, provisional; (ii) the health care services are not intended, in all cases, to replace a full medical evaluation or an in-person visit with a health care provider; (iii) a health care provider acting through the Services may not have important information that is usually obtained through a “hands-on” physical examination; and (iv) the absence of a physical examination may affect the health care provider’s ability to diagnose any potential condition, disease or injury.
For more information regarding the health care services offered by health care providers utilizing the Services, please visit Nuagehealthmd.com.
Site content
Except for specific communications received from affiliate health care organizations and providers, none of the Content you receive through the Sites should be considered medical advice.
Registration and user accounts
Although certain parts of the Sites are accessible by any individual, you are obligated to register with Nuage to access the Services. The Services are available only to users who have registered with Nuage and to other persons affiliated with Nuage who have been granted accounts with usernames and passwords (“Secure Users”). If you are a Secure User, you agree to provide information that is accurate, complete and correct, and to accurately maintain and update any information about yourself that you have provided to Nuage. If you do not maintain such information, or Nuage has reasonable grounds to suspect as much, Nuage has the right to suspend or terminate your account and your use of the Services. You also agree to immediately notify Nuage of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by emailing Nuage at support@nuagehealthmd.com. Nuage may take any and all actions it deems necessary or reasonable to maintain the security of the Sites, Services and your Secure User account.
You agree to keep confidential your username and password and to exit from your Secure User account at the end of each session. You are responsible for all activities that occur under your account and for maintaining the confidentiality of your password. You are responsible for changing your password promptly if you think it has been compromised. You may not transfer or share your password with anyone, or create more than one account. You may not use anyone else’s account at any time. Nuage explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You acknowledge and agree that: (1) all or any part of the Sites may not be accessible at any time, for any period, or for any reason; and (2) Nuage will not be liable if for any reason all or any part of the Sites are unavailable at any time or for any period.
Access rights and prohibited use
Subject to your compliance with these Terms of Use, we hereby grant to you a personal, limited, revocable, non-exclusive, and non-transferable right to view, download, access, and use the Sites in the United States and to use the Services solely for your personal and non-commercial use and only as permitted under these Terms of Use, the Consent to Telehealth, and the Privacy Policy. No other right, title, or interest in or to the Sites is transferred to you, and all rights not expressly granted are reserved by Nuage or its licensors. We reserve the right, in our sole discretion, to deny or suspend use of the Sites or Services to anyone for any reason. You agree that you will not, and will not attempt to: (a) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (b) use the Sites or Services to violate any local, state, national or international law; (c) reverse engineer, disassemble, decompile, or translate any software or other components of the Sites; (d) distribute, input, upload, transmit, or otherwise run or propagate any virus, application, Trojan horse, or any other harmful computer code that could damage or alter a computer, portable device, computer network, communication network, data, or our Sites, or any other system, device, or property; (e) access or use the Sites in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party; (f) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Sites, Services or related materials in any way; (g) take any action or use the Sites in any manner which could damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner our Sites or any content, in whole or in part; (h) disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to our Sites or any computer network; (i) bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by Nuage or any of our service providers to protect our Sites; (j) remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from our Sites or any content made available to you on or through our Sites; (k) use any manual process or automated device to monitor or copy any content made available on or through our Sites for any unauthorized purpose except as permitted by this section; (l) copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to Nuage or third-party content from the Sites; (m) otherwise use the Sites in any manner that exceeds the scope of use granted above; or (n) encourage or enable any other individual to do any of the foregoing.
Ownership of information submitted via the sites
With the exception of any personal data or information, you submit maintained in accordance with our Privacy Policy (which may be governed by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, “HIPAA”) or related state-specific privacy laws and regulations), you understand and agree that any information you provide to Nuage on or through the Sites or Services, whether by direct entry, submission, email or otherwise, including, but not limited to, data, questions, comments, forum communications, or suggestions, will be treated as non-confidential and non-proprietary and will become the property of Nuage and/or (i) affiliated professional entities, or (ii) individual health providers utilizing the Services.
Such information may be used for any purpose, including, without limitation, reproduction, solicitation, disclosure, transmission, publication, broadcast, and posting. Nuage shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Nuage via the Services or by any other means for any purpose whatsoever, including, without limitation, developing and marketing products using such information.
For any personal data or information subject to the foregoing exception, and to the extent permitted by law, you: (1) understand and agree that any such information provided by you may be used, copied or displayed by Nuage, Nuage may create derivative works of any such data, and Nuage may provide such data to our service providers, our successors and assigns, affiliated health care providers, and their affiliated professional entities, in performance of their services; and (2) grant Nuage, our service providers, our successors and assigns, affiliated health care providers, and their affiliated professional entities, the fully transferable and sublicensable right and license to use, reproduce, modify, analyze, perform, display, distribute, and otherwise disclose to third parties any data or information you submit on or through the Sites for the purposes of providing services to you; conducting research or analyses of such data; and designing, developing, implementing, modifying and/or improving new, current or future features, products and services of Nuage using such data.
Ownership of site content
As between Nuage and you, Nuage is the sole and exclusive owner of all rights, title and interest in and to the Sites and their content, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel), other Content, and all intellectual property rights therein, and any suggestions, ideas or other feedback provided by you. You are not permitted to reproduce, publish, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the material on our Sites except as generally and ordinarily permitted through the Sites according to these Terms of Use. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Sites or Content shall be owned solely and exclusively by Nuage or its licensors, including all intellectual property rights therein. You may not access or use for any commercial purposes any part of the Sites or Content.
Links to third-party hyperlinks and websites
The Sites may contain hyperlinks or references to other websites (“Linked Sites”) operated by third parties. The Linked Sites may not be under our control; therefore, we are not responsible for the information, products or services described thereon, or for the content of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. We are providing these Linked Sites to you only as a convenience, and the inclusion of any link does not necessarily imply endorsement of the Linked Site or any association with its operators. Your use of these Linked Sites is at your own risk, and we are not liable to you in any way, either directly or indirectly, for any content, errors, damage, or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Sites.
You may have arrived at the Sites through a Linked Site, including a Linked Site controlled by a parent, subsidiary, or affiliate of Nuage. You understand and agree that we are not responsible for the information, products, or services described on those Linked Sites and only these Terms of Use will apply to your use of or access to the Sites.
Termination
The Terms of Use will remain in full force and effect as long as you continue to access or use the Sites or Services. You may terminate the Terms of Use at any time by discontinuing use of the Sites. Your permission to use the Sites automatically terminates if you violate these Terms of Use.
Nuage may terminate or suspend any of the rights granted by these Terms of Use and your access to and use of the Sites or Services with or without prior notice, for any reason, and at any time. The following provisions survive the expiration or termination of these Terms of Use for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue, Severability of Provisions; No Waiver; and Assignment.
Subject to applicable law, Nuage reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Sites pursuant to its internal record retention and/or content destruction policies. After such termination, Nuage will have no further obligation to provide the Services, except to the extent an affiliated professional entity is obligated to provide you access to your health records or is required to provide you with continuing care under applicable legal, ethical and professional obligations to you. You agree that if your use of the Services is terminated pursuant to these Terms of Use, you will not attempt to use the Services in any way, and further agree that if you violate this restriction after such termination, you will indemnify and hold Nuage harmless from any and all liability that Nuage may incur, therefore.
Disclaimer of warranties
YOU EXPRESSLY AGREE THAT USE OF THE SITES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SITES AND ANY SERVICES ARE PROVIDED THROUGH THE SITES ON AN “AS IS” AND “AS AVAILABLE” BASIS. NUAGE AND ITS AFFILIATES, INCLUDING WITHOUT LIMITATION ALL AFFILIATED PROFESSIONAL ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITES AND SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SITES OR SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.
TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER NUAGE NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR USEFULNESS OF THE SITES. FURTHERMORE, NUAGE DOES NOT GUARANTEE THAT THE SITES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER-ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND NUAGE DISCLAIMS ANY LIABILITY RELATING THERETO.
YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL, AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SITES ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR INFORMATION.
Limitation of liability
YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS SET FORTH IN THIS SECTION, IN NO EVENT WILL NUAGE, ITS RELATED PERSONS OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SITES OR ANY SERVICES PROVIDED THROUGH THE SITES, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITES. THIS IS TRUE EVEN IF NUAGE OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.
Indemnification
You agree to indemnify, defend, and hold harmless, its affiliates (including without limitation all affiliated professional entities), subsidiaries, and their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, your use of materials or features available on the Sites in an unauthorized manner, fraud, violation of law, or willful misconduct, or any breach by you of these Terms of Use.
Modifications to the sites
Nuage reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Sites or Services or any portion thereof, with or without notice. You agree that Nuage shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Sites or Services.
Governing law; dispute resolution; arbitration; venue; severability of provisions
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND NUAGE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM NUAGE
These Terms of Use and your use of the Sites shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws. Any dispute arising under or relating in any way to these Terms of Use will be resolved exclusively by final and binding arbitration in Broward County, Florida under the rules of the American Arbitration Association, except that either party may bring a claim related to intellectual property rights, or seek temporary and preliminary specific performance and injunctive relief, in any court of competent jurisdiction. The parties agree that the courts located in Broward County, Florida shall have exclusive personal jurisdiction, subject matter jurisdiction, and venue for any such claim.
All parts of these Terms of Use apply to the maximum extent permitted by law. Nuage and you both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.
No waiver
No waiver by Nuage 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 by Nuage to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
No agency relationship
Neither these Terms of Use, nor any Content, materials or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.
Remedies
You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.
Assignment
You may not assign any of your rights under these Terms of Use, and any such attempt will be null and void. Nuage and their affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Use if some or all of the business of Nuage is transferred to another entity by way of merger, sale of its assets or otherwise.