Terms and Conditions of Use and Membership
Effective as of: June 27, 2022
Welcome to Noumena located at Noumena.pro (our “Site”). Our Site is maintained and operated by Noumena Partners, Inc. (“Company”, “we”, “our” or “us”). Sections 1 and 3 of the following terms and conditions, as may be amended from time to time (these “Terms and Conditions”) apply to all persons accessing or using our Site. Additionally, Section 2 of these Terms and Conditions applies to those persons who are approved by us, and continue in active status, as members (“Members” or a “Member”) of our network community (our “Community”).
Section 1. Accessing and Using our Site.
Your access and use of our Site is subject to these Terms and Conditions and all applicable laws. By accessing or using any part of our Site, you accept, without limitation or qualification, these terms and conditions. If you do not agree with all of the terms and conditions set forth below, you may not use any portion of our Site.
Accessibility: If you are having any trouble accessing these Terms and Conditions or the Website, please contact us at firstname.lastname@example.org.
Availability and Authorized Use of Site: Our Site is provided for your personal and authorized commercial use. You may view and print pages and information available from this Site only for such purposes. Certain pages, systems, software, data, features, applications, and/or services may be available through this Site that require membership in our Community and/or that are otherwise subject to terms, conditions, disclosures, and/or disclaimers in addition to these Terms and Conditions, which will govern in the event of any conflict with these Terms and Conditions.
Unauthorized Use of Site: You may not use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on our Site. Further, you may not use any such automated means to manipulate our Site, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt, our Site or any other user's use of our Site, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” our Site, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms and Conditions. You may not frame portions of our Site within another website or application. You may not resell use of, or access to, our Site to any third party without our prior written consent.
Comments or Materials Posted by You: Certain pages on our Site may allow you to post text comments, photos, videos or other user content (“Content”). You may only post Content to our Site if you are eighteen (18) years of age or older. You may only post Content that you created or which the owner of the Content has given you permission to post. If Content depicts any person other than yourself, you must have permission from that person or, if that person is a minor, permission from that person’s parent or legal guardian, before you post the Content. You may be required to provide proof of such permission to Company. You may not post or distribute Content that is illegal or that violates these Terms and Conditions. By posting or distributing Content to our Site, you represent and warrant that (a) you own all the rights to the Content or are authorized to use and distribute the Content to our Site and (b) the Content does not and will not infringe any copyright, right of publicity, or any other third-party right nor violate any law or regulation.
Except to the extent expressly governed by another agreement between you and us (or any of our affiliates), by submitting or posting Content to our Site, you grant Company the irrevocable, perpetual, worldwide right to reproduce, display, perform, distribute, adapt, and promote this Content in any medium. Once you submit or post Content to our Site, Company does not need to give you any further right to inspect or approve uses of such Content or to compensate you for any such uses. Company owns all right, title, and interest in any compilation, collective work, or other derivative work created by Company using or incorporating Content posted to our Site. You are solely responsible for anything you may post on our Site and the consequences of posting anything on our Site.
Company is under no obligation to screen or monitor Content, but may review Content from time to time at its sole discretion. Company may edit or remove any Content at any time without notice and in its sole discretion.
No Ideas Solicited: Company is not soliciting ideas from you, including without limitation suggestions about advertising, promotion, merchandising, or design of our products, additions to our product lines, services, or changes in methods of doing business. We may already be working on or may in the future work on a similar idea. This policy eliminates concerns about ownership of such ideas. If, notwithstanding this policy, you submit an unsolicited idea through our Site, you understand and acknowledge that such idea is not submitted in confidence and Company assumes no obligation, expressed or implied, by considering it. You further understand that Company shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to Company. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, you hereby grant Company an irrevocable, perpetual, world-wide license to use the idea in any manner, in any medium now known or hereafter developed, without compensation to you.
Content Posted by Other Users
Prohibited Activities: Company expects all of its users to be respectful of other people. The following is a partial list of the types of conduct that are illegal or prohibited on our Site or while using our Site. Company reserves the right to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, engages in any of the prohibited activities. Without limitation, you agree that you will not post or transmit to other users anything that contains Content that:
infringes or violates another party's intellectual property rights (such as music, videos, photos or other materials for which you do not have written authority from the owner of such materials to post on our Site);
violates any party’s right of publicity or right of privacy;
is threatening, abusive, harassing or that promotes or encourages racism, bigotry, hatred, physical harm, or violence of any kind against any group or individual;
is defamatory, libelous, deceptive, fraudulent, tortious, obscene, vulgar, pornographic, profane (including masked profanity), contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
is inaccurate, false or misleading in any way, or constitutes impersonation of another person;
is illegal or promotes any illegal activities;
promotes unauthorized copying of another person's copyrighted work or links to them or providing information to circumvent security measures;
contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
contains any advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
involves third-party commercial activities (whether or not for profit) and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes, but excluding any legal business activities that are facilitated by utilization of any one or more of our services and that is governed by a separate agreement between you and us (or any of our affiliates); or
otherwise violates these Terms and Conditions.
Section 2. Membership in Our Community.
Becoming a Member. Freelance and solopreneur business owners/operators may request, either through our mobile application or website, as available from time to time, to become a Member of our Community, which enables access to additional information and features, as well as the ability to apply for our various other products and services that may be available from time to time. Agents, brokers, and other third-party representatives, including pursuant to third-party marketing and sales arrangements, are not eligible for membership in our Community.
In order to request membership in our Community, you must fully and accurately provide the information about yourself and your business, as indicated in the application. Once we receive your completed application, we will determine whether you are eligible and approved for membership, in our sole discretion, and thereafter communicate our decision to you. Once you become a Member, you may terminate your membership at any time upon written notice to us at email@example.com, provided that these Terms and Conditions will continue to apply to your access and/or use of our Site. Additionally, we may immediately terminate any membership in our Community (including without limitation access to our Community and its various features) at any time, for any reason or no reason, and in our sole discretion and without notice, provided that, in such an event, we will endeavor thereafter to inform the affected Member(s). Termination of a Member’s membership in our Community, whether by you or by us, shall not affect your or our rights and obligations under any outstanding agreements between you and us (including any of our affiliates).
Nature of Membership. Membership in our Community, including access to any feature or participation in any activity that may be available to Members, shall not be interpreted as creating, or giving rise to, any relationship of employer and employee, principal and agent, partners, joint venturers or any other relationship between the parties other than that of service provider and customer.
Member Rewards. We may, from time to time and in our sole discretion, offer rewards relating to membership in our Community. Supplemental terms and conditions will apply in the case of any such rewards.
Other Agreements. In the course of your membership in our Community, we may offer or make available products and services to Members. If you request, apply for, or obtain any such product or service, the specific terms and conditions of the governing agreement for the product or service will apply to such product and service, and not these Terms and Conditions. Membership in our Community does not guarantee access to, eligibility for, or approval to acquire any such product or service.
Disclaimer Regarding Guests: We may from time to time arrange for professionals with various backgrounds, experiences, and/or knowledge ("Invited Guests") to present information and interact with Members in any number of ways, including webinars, group chats, panel discussions, etc. Be aware that all information and opinions of any Invited Guests are solely those of the respective Invited Guests and are not, and are not intended to be, legal, tax, accounting or financial advice. In the case of topics that include legal, tax, accounting or financial information, such communications do not create or constitute an attorney-client or other professional-customer relationship or a solicitation of the same, and in all cases, you should not rely on or act upon any such information without first obtaining qualified professional advice based on your specific facts and circumstances. We do not provide any endorsement or warranty of any Invited Guest, including for purposes of providing any particular services. In the event that you choose to enter into a formal relationship with any Invited Guest in order to obtain any type of professional service, you will be solely responsible for evaluating and selecting the Invited Guest for such purpose.
Section 3. General Provisions.
Registration and Passwords: In order to access certain services on our Site, you may be required to provide specific information. All information about you must be truthful, and you may not use any aliases or other means to mask your true identity. Any access codes or passwords provided should be safeguarded at all times. You are responsible for the security of your access codes and passwords and will be solely liable for any use or unauthorized use under such access codes or passwords. We may suspend or terminate your access at any time with or without notice. To understand how we use information collected from you, including information collected via social media connectivity, please read our Privacy Disclosure, which is incorporated as part of these Terms and Conditions.
Proprietary Rights: Company is the owner of or otherwise licensed to use all parts of our Site, including all copy, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein. Some materials and/or applications available on our Site belong to third parties who have authorized Company to display the materials, such as portfolio works, client logos and trademarks and other proprietary materials, and/or provide access to the application(s). By using the Service, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials. Except as expressly set forth in these Terms and Conditions, no license is granted to you and no rights are conveyed by virtue of accessing or using our Site. All rights not granted under these Terms and Conditions are reserved by Company.
Adherence to Antitrust Laws. You acknowledge that other participants and visitors at our Site may include persons who compete with you or who are customers or suppliers to you and/or your competition. Keep in mind that antitrust laws generally promote competition and prohibit activities that would unlawfully interfere with competition; you are advised to consult your legal counsel in the event of any doubt about information you may choose to share on our Site. In general, discussing or exchanging information about pricing and pricing methods, information about suppliers or customers, territory definitions or limitations, and other similar topics that could limit competition in the marketplace may put you at risk of violating antitrust laws.
Links: Our Site may contain links to other websites or applications, or provide access to applications, not maintained by Company. Other websites or apps may also reference or link to our Site. We encourage you to be aware when you leave our Site or access a third person’s application and to read the terms and conditions and privacy statements of each and every website or app that you visit. We are not responsible for the practices or the content of such other websites or apps.
No Warranties: WHILE COMPANY USES REASONABLE EFFORTS TO INCLUDE UP-TO-DATE INFORMATION ON OUR SITE, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS. COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT ON THE APP. YOUR USE OF OUR SITE IS AT YOUR OWN RISK. OUR SITE, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH OUR SITE, IS PROVIDED "AS IS" AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON OUR SITE. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OUR SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY SHALL NOT BE LIABLE FOR THE USE OF OUR SITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES, OR FOR ANY DIRECT DAMAGES, AND/OR ANY OTHER DAMAGES RESULTING YOUR USE OF OUR SITE, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any part of these warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if we are otherwise found to be liable to you in any manner, then our aggregate liability for all claims under such circumstances for liabilities, shall not exceed the amount paid by you, if any, for accessing our Site.
Changes: All information posted on our Site is subject to change without notice. In addition, these Terms and Conditions may be changed at any time without prior notice. We will make such changes by posting them on our Site. You should check our Site for such changes frequently. Your continued access of our Site after such changes conclusively demonstrates your acceptance of those changes.
Indemnification: You agree to indemnify, defend and hold harmless Company, its employees, directors, officers, agents, business partners, affiliates, contractors, distribution partners and representatives from and against any and all claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to, any breach by you of any of these Terms and Conditions or applicable law.
Severability. If any part of these Terms and Conditions shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms and Conditions, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
Waiver; Remedies: The failure of Company to partially or fully exercise any rights or the waiver of Company of any breach of these Terms and Conditions by you shall not prevent a subsequent exercise of such right by Company or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of these Terms and Conditions. The rights and remedies of Company under these Terms and Conditions and any other applicable agreement between you and Company shall be cumulative, and the exercise of any such right or remedy shall not limit Company's right to exercise any other right or remedy.
Digital Millennium Copyright Act ("DMCA") Notice: Materials may be made available via our Site by third parties not within our control. We are under no obligation to, and do not, scan content posted on our Site for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on our Site.
If you believe any materials on our Site infringe a copyright, you should provide us with written notice that at a minimum contains:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(iv) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
All DMCA notices should be sent to our designated agent as follows:
It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.
Governing Law; Dispute Resolution. The laws of the State of Florida shall govern these Terms and Conditions. If you have any dispute under these Terms and Conditions or otherwise in connection with our Site, you agree to first try to resolve the dispute informally by notifying us of your concern, and you and we agree to attempt in good faith to resolve any such dispute. While we will make reasonable efforts to resolve any disagreements you may have, if these efforts fail, you agree that all claims, disputes or controversies against us or our parent company, subsidiaries, affiliates, suppliers, and their respective employees, officers, directors, successors, agents and assigns (collectively, “Released Parties”) arising under these Terms and Conditions or relating to our Site (collectively, “Claims”) are subject to fixed and binding arbitration, no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and Claims made independently or with other claims. YOU AND WE UNDERSTAND AND AGREE TO ARBITRATE ALL CLAIMS, AND YOU AND WE ARE WAIVING ALL RIGHTS TO RESOLVE ANY CLAIMS BEFORE A JUDGE AND JURY IN A COURT OF LAW. THIS MEANS THAT THE CLAIM WILL BE DECIDED BY AN ARBITRATOR, AND NOT BY A JUDGE OR JURY. COURT REVIEW OF AN ARBITRATION AWARD WILL BE VERY LIMITED. THE ARBITRATOR CAN AWARD ANY DAMAGES OR RELIEF ON YOUR INDIVIDUAL CLAIM THAT A COURT OF LAW COULD UNDER APPLICABLE LAW, PROVIDED, HOWEVER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE ARBITRATOR IS NOT EMPOWERED TO AWARD ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION HEREOF.
In addition, you agree that any and all Claims will be arbitrated on an individual basis, not as a plaintiff, class representative, member of a putative class, or otherwise on behalf of others in any proposed class, collective, consolidated or representative proceeding, and the arbitrator may award relief only on an individual (non-class, non-representative) basis. Notwithstanding the foregoing, this provision shall not prevent either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, or statutory injunctive relief in its favor solely on the grounds that such relief would also have an effect on the general public.
The arbitration shall be administered by JAMS or its successor or, if no longer in existence, another nationally-recognized administrator, and conducted in accordance with its comprehensive arbitration rules then in effect (the “Rules”). Those Rules may limit the discovery available to you or us. The seat of the arbitration shall be in Fort Lauderdale, Florida or at a different location to which you and we agree in writing. The arbitration shall be conducted as expeditiously and economically as reasonably practicable. Payment of all filing, administration, arbitrator and/or mediator fees ("Fees") will be governed by JAMS rules.
A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least fifteen (15) years’ experience or a retired or former judge, selected in accordance with JAMS rules. If all parties to the dispute do not agree upon the arbitrator within twenty (20) days after commencement of the arbitration, then the arbitrator shall be appointed by the administrator pursuant to the Rules. The arbitrator will take reasonable steps to protect your account information and other confidential information if requested to do so by you or us provided the discovery or exchange of non-privileged information relevant to the dispute shall be permitted. The arbitrator shall issue a written award consisting of a written statement stating the disposition of each claim and include a concise written statement of the essential findings and conclusions on which the award is based (the “Award”). The arbitrator’s Award is final and binding on the parties unless you or we appeal it in writing to the arbitration firm within fifteen (15) days of notice of the Award. Any Claim you have with respect to these Terms and Conditions or our Site must be commenced within one (1) year after the Claim arises, or such Claim is forever waived by you.
You and we further agree that an Award and any judgment confirming it only applies to the arbitration in which it was awarded and cannot be used in any other proceeding except to enforce the Award itself and any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in state and federal courts located in Fort Lauderdale, Florida. For any Claims that are not subject to arbitration, if any: (a) the exclusive jurisdiction and venue for proceedings involving Claims shall be the courts of competent jurisdiction sitting within Fort Lauderdale, Florida, and the parties hereby waive any argument that any such court does not have personal jurisdiction or is not appropriate or convenient; and (b) you and we waive any and all rights to trial by jury with respect to any such Claims.
Questions: Should you have any questions regarding these Terms and Conditions, you may contact us at firstname.lastname@example.org.