TERMS & CONDITIONS
Effective Date: October 31, 2019
2. Changes in Terms. NexTier may change these Terms from time to time, with notice given to those completing a registration process (“Registered Users”). Your continued use of the Sites after any changes constitutes your acceptance of the new Terms. If you do not agree to abide by these or any future Terms, do not use the Sites and do not download materials from them.
3. Changes in Site(s). NexTier may terminate, remove, modify, change, suspend or discontinue any aspect of the Sites, including the availability of any features or content, which it controls. Service Providers and/or Affiliates may also terminate, remove, modify, change, suspend or discontinue any aspects of the Sites, including the availability of any features or content, which they control. NexTier may impose limits on certain features and services, or terminate or restrict your access to part or all of any of the Sites without liability. NexTier may also, without liability: (a) remove, modify or otherwise change any user’s Site access; (b) supplement or make changes to its user access or security procedures with notice to Registered Users; and (c) change the type or location of NexTier equipment, facilities or software used by it in providing access provided that no such action shall have the effect of amending or otherwise affecting the parties’ respective obligations under any contract with NexTier or its Affiliates. All obligations created before termination shall survive termination.
5. Proprietary Rights. Unless NexTier or one of its Affiliates specifically agrees otherwise, the following terms apply to all activity on the Sites.
(a) Confidentiality. The following restrictions apply to use of material on the Sites: (i) if any information is marked “Proprietary” or “Confidential” or words of like import, you will hold such information in confidence, use it exclusively in connection with the activities for which you are authorized on the Sites, and not publish or otherwise disclose it to others; (ii) if any information contains restrictions on use or disclosure, you will comply with the restrictions; and (iii) you will keep all restrictive language intact in all copies.
(b) Copyrights. NexTier and its Affiliates each reserve copyrights in all content that each provides to the Sites, including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their coordination, selection and arrangement. You may not prepare derivative works based upon such content, nor may such content be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without prior written permission of the copyright owner. No such activity may be competitive with or derogatory to NexTier or its Affiliates. All copyright or other proprietary notices must be kept intact. You may not distribute any of the content of any of the Sites to any other person unless that person accepts all obligations under these Terms. Any copyright owner consent may be revoked at any time, and such consent does not include consent to republish Site information on any other Internet, Intranet or Extranet site or to incorporate the information in any other database or compilation, unless expressly given in writing. Any other use of the content of this Site is strictly prohibited. You further agree that you will not extract, collect or harvest, through electronic means or otherwise, any data or data fields from this Site, including but not limited to personally identifiable information of any other user of the Sites, or the names of NexTier’s and/or its Affiliates’ customers.
(c) Trademarks. No trademark, service mark, certification mark, collective mark or trade dress (collectively “Trademarks”) owned by NexTier, its Affiliates or their Service Providers may be copied, imitated, or used, in whole or in part, without prior written permission of the owner of the relevant Trademark. All page headers, custom graphics, and button icons may be Trademarks owned by NexTier and/or its Affiliates, and may not be copied, imitated, or used, in whole or in part, without the relevant owner’s prior written permission. No rights to use any Trademarks are granted under these Terms. Certain company names and products mentioned on the Sites may be claimed as Trademarks by their respective owners, who may not be affiliated with NexTier, its Affiliates or their Service Providers.
(d) Patents. Some products and processes used on the Sites may be covered by, or may be subject to, one or more patents and are subject to other trade secret and proprietary rights. NexTier and its Affiliates reserve all such rights. You agree not to infringe upon such rights or decompile, reverse engineer, or disassemble any of the products or processes on the Sites.
6. User Conduct. In using any of the Sites, you agree not to:
(a) disrupt or interfere with the security of, or otherwise abuse, the Sites or any services, system resources, accounts, servers or networks connected to or accessible through the Sites or affiliated or linked websites;
(b) upload, post, or otherwise transmit through or on any Sites any viruses or other harmful, disruptive or destructive files;
(c) use or attempt to use another’s account, service or system without authorization from NexTier or create or use a false identity on any Sites;
(d) transmit through or on any Sites spam, chain letters, junk mail or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailings;
(e) attempt to obtain unauthorized access to any Site or portions of any Site that are restricted from general access (“Restricted Access Areas”);
(f) grant access to or use of any Restricted Access Areas of any Sites to any third party without NexTier’s prior consent (evidenced by NexTier’s issuance of valid user name and password); or
(g) use the user name or password of any other person at any time.
You also agree to keep any user name and password issued to you safe from disclosure to third parties, and to be responsible for all actions and communications undertaken or transmitted under your account.
7. Interactive Areas. The Sites may contain areas where you may post and share comments with other Site users on a variety of subjects. You agree that you will not post or otherwise disseminate on or through any of the Sites unlawful, harassing, libelous, tortious, abusive, offensive, threatening, or obscene communications or material of any kind, or materials which infringe or violate any third party’s copyright, trademark, trade secret, privacy or other proprietary or property right, or that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation; or, that are otherwise objectionable, including without limitation, content that evidences bigotry, racism, sexism, or hatred, or that promotes or conveys information about illegal activities or harm against anyone. NexTier reserves the right but not the obligation to remove any materials it deems objectionable. You agree to hold harmless NexTier, its Affiliates and their Service Providers from all claims based upon communications made or materials posted by others or the use by third parties of any Site.
8. Termination. Each Registered Users agrees to notify NexTier immediately when he/she is no longer working for the company or other legal entity under which access to the Sites was originally granted, or when such entity no longer consents to such access. All termination notices must be sent to the Designated Address for each Site to which the Registered User is registered, containing the following header: “NOTICE OF TERMINATION/ CHANGE OF USER STATUS”. The notice must specify the extent of and effective date of the termination/change, the user name of the individual who is subject to the notice, and the Site(s) for which access is terminated. This termination/change will not affect any obligations or rights of the parties arising before the effective date of termination or change. Termination will be deemed effective at the earlier of: (a) transmission of an Acknowledgment from NexTier to the user expressly confirming the termination; or (b) midnight on the first business day following NexTier’s receipt of the termination notice.
9. Links and Third Party Content.
(a) Links to Other Websites. The Sites may from time to time contain links to other websites or other Internet information sources (“Third Party Links”). These links are provided as a convenience and do not constitute an approval, endorsement, sponsorship or recommendation by NexTier of ‑ or responsibility for ‑ the third parties, the Third Party Links or any content, services or products available on or through such Third Party Links.
(b) Links from Other Websites. All links to any Site must be approved in writing by NexTier, except that NexTier consents to links in which: (i) the link is a text‑only link containing only the name “NexTier Website” or the URL “http://www.nextierofs.com”; (ii) the link “points” only to http://www. nextierofs.com and not to other pages on the Sites; (iii) the link, when activated by a user, displays this page full‑screen in a fully operable and navigable browser window and not within a “frame” on the linked website; (iv) the appearance, position, and other aspects of the link may neither create the false appearance that an entity or its activities or products are associated with or sponsored by NexTier or its Affiliates, nor be such as to damage or dilute the goodwill associated with the name and trademarks of NexTier or its Affiliates. NexTier reserves the right to revoke this consent to link at any time in its sole discretion.
(c) Third Party Content. Any Site may contain material, data or information provided, posted or offered by third parties, including but not limited to advertisements and postings in online community discussions. You agree that NexTier, its Affiliates and their Service Providers shall not have any liability whatsoever to you for any such third party material, data or information.
10. Disclaimers. Unless NexTier or one of its Affiliates agrees otherwise in a separate writing, the following terms apply to all activity on the Sites.
(a) THESE SITES, THEIR CONTENT AND THE AVAILABILITY OF PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT USE OF ALL SITE(S) AND/OR THEIR CONTENT IS AT YOUR SOLE RISK.
(b) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NEXTIER, ITS AFFILIATES AND THEIR SERVICE PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SITES, ANY OF THE CONTENT THEREIN OR ANY THIRD PARTY LINKS. YOU EXPRESSLY AGREE THAT USE OF ANY SITE WILL NOT EXPAND NEXTIER’S LIABILITY BEYOND THE LIMITS OF ANY CONTRACT UNDER WHICH ACCESS HAS BEEN GRANTED. YOU UNDERSTAND AND AGREE THAT NEXTIER IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR BUSINESS, YOUR COMPUTER SYSTEM, LOSS OF DATA OR MISDELIVERIES THAT RESULT FROM USE OF THE SITE OR DOWNLOAD OF ANY CONTENT, DATA AND/OR SOFTWARE FROM THE SITES. NEXTIER ASSUMES NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, COMPATIBILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE THROUGH THE SITES. NEXTIER, ITS AFFILIATES AND THEIR SERVICE PROVIDERS MAKE NO WARRANTIES THAT ANY SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT DEFECTS, IF ANY, WILL BE CORRECTED.
(c) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN AN APPLICABLE WRITTEN CONTRACT.
(d) THE SITES TOGETHER WITH ANY DOCUMENTS ISSUED BY NEXTIER OR ITS AFFILIATES AND AVAILABLE THROUGH THE SITES CONTAIN CERTAIN STATEMENTS AND INFORMATION THAT MAY CONSTITUTE “FORWARD LOOKING STATEMENTS” WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALL STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACT, THAT EXPRESS A BELIEF, EXPECTATION OR INTENTION REGARDING OUR PLANS AND GOALS OR THAT ADDRESS ACTIVITIES, EVENTS OR DEVELOPMENTS THAT WE EXPECT, BELIEVE OR ANTICIPATE WILL OR MAY OCCUR IN THE FUTURE ARE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS ARE BASED ON MANAGEMENT’S CURRENT BELIEFS, EXPECTATIONS, INTENTIONS AND OTHER ASSUMPTIONS AND FACTORS BELIEVED TO BE REASONABLE AND APPROPRIATE. THESE FORWARD-LOOKING STATEMENTS INVOLVE SIGNIFICANT RISKS, CONTINGENCIES AND UNCERTAINTIES, MOST OF WHICH ARE DIFFICULT TO PREDICT AND MANY OF WHICH ARE BEYOND OUR CONTROL. FORWARD-LOOKING STATEMENTS ARE NOT ASSURANCES OF FUTURE PERFORMANCE AND ACTUAL RESULTS COULD DIFFER MATERIALLY FROM OUR HISTORICAL EXPERIENCE AND THESE BELIEFS, EXPECTATIONS AND INTENTIONS. KNOWN MATERIAL FACTORS THAT COULD CAUSE ACTUAL RESULTS, PERFORMANCE, ACHIEVEMENT OR PLANS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIENT IN ANY FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, RISKS ASSOCIATED WITH GLOBAL ECONOMIC, BUSINESS, COMPETITIVE MARKET AND REGULATORY FACTORS. MORE DETAILED INFORMATION ABOUT THOSE KNOWN MATERIAL FACTORS THAT COULD AFFECT OUR RESULTS, PERFORMANCE, ACHIEVEMENT OR PLANS IS CONTAINED IN NEXTIER’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE THEY ARE MADE.
(e) ALTHOUGH INFORMATION PROVIDED ON THE SITES IS BELIEVED TO BE ACCURATE, YOU SHOULD INDEPENDENTLY EVALUATE THE ACCURACY OF THE INFORMATION AND THE USEFULNESS TO YOUR PARTICULAR NEEDS OF ANY PRODUCT OR SERVICE. SPECIFICATIONS FOR PRODUCTS AND SERVICES ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEXTIER AND ITS AFFILIATES RESERVE THE RIGHT TO MAKE CHANGES WITHOUT NOTICE. PRODUCTS LISTED IN ONLINE CATALOGS ARE NOT GUARANTEED TO BE AVAILABLE AT THE TIME OF YOUR ORDER.
11. Limitation of Liability. IN NO EVENT WILL NEXTIER, ITS AFFILIATES OR THEIR SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES, PRODUCTS, EQUIPMENT OR OTHER ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
FURTHERMORE, WITHOUT LIMITING THE FOREGOING, THE AGGREGATE LIABILITY OF NEXTIER AND ITS AFFILIATES TO YOU ARISING OUT OF OR CONNECTED WITH YOUR USE OF THE WEBSITE, IN ANY CIRCUMSTANCE, IS LIMITED TO FIVE HUNDRED U.S. DOLLARS (USD $500.00).
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
13. Indemnification. You agree to release, defend, indemnify and hold harmless NexTier, its Affiliates and Service Providers, and its and their respective officers, directors, employees, contractors, agents, successors and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including attorneys’ fees) arising out of or relating to your violation or breach of these Terms or your use of the Sites in any way, including, without limitation, your interaction with the Sites, any use of the Sites’ content, materials, services and products or your use of any other information obtained from the Sites.
(a) International. Your access to any Site from territories where its contents may be illegal is prohibited.
(b) Applicable Law. These Terms shall be governed by and construed in accordance with the laws of the State of Texas, and the federal laws of the United States of America, without giving effect to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within Harris County, Texas for any disputes arising from or related to any Site or these Terms. TO THE EXTENT ALLOWED BY APPLICABLE LAW, YOU HEREBY WAIVE ALL RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY LITIGATION INVOLVING THESE TERMS.
(c) English Language. The parties agree that there shall be no requirement to translate any of the Sites, or any portion thereof or content thereon, into any other language than the one in which they appear, and that all contractual and transactional communications shall be in the English language, and that there shall be no requirement to translate any communication into any other language.
(d) Enforceability. These Terms are not intended to alter the terms or conditions of any other agreement you may have with NexTier, its Affiliates or their Service Providers to the extent that those agreements govern issues other than your use of any of these Sites, nor any agreements that they may have with one another. Should any provision in these Terms be found invalid or unenforceable for any reason, that provision shall be deemed severable from the Terms and shall not affect the validity or enforceability of the remaining provisions. You agree that any claim arising out of or related to the terms or your use of the Site must be filed within one year after it arose or be permanently barred.