(Terms of Service only available in English)

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These Terms of Service explains and governs Your use of the Software and services provided by Nimagna and are an agreement made between You, our user, and Nimagna. This Agreement sets out the basis on which Nimagna makes the Software available to You and on which You may use them. Nimagna’s Privacy Policy forms an integral part of this Agreement.

By creating an account with Us, or using the Nimagna Software, You are unconditionally consenting to be bound by and are becoming a party to this Agreement and accept and agree to the Privacy Policy. If You do not unconditionally agree to all of the terms of this Agreement and the Privacy Policy, do not check the "I Agree" box and You will not have any right to install or use the Software or any Nimagna service.

Acceptance of this agreement by Nimagna is expressly conditioned upon Your assent to all the terms and conditions of this Agreement.

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1. Interpretation and Definitions

1.1 Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

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1.2 Definitions

For the purposes of this Agreement:

• Account means Your registered account with Nimagna.

• Affiliate means any corporation or any corporation or directly or indirectly controls, or is controlled by, or is under common control with the relevant party, where “control” means to: (i) own more than 50% of the relevant party; or (ii) be able to direct the affairs of the relevant party through any lawful means, e.g., a contract that allows control.

• Agreement means these Terms of Services.

• Authorized User means You, Your employees, contractors, and/or agents that access and use the Nimagna Software under Your Account.

• Confidential Information means all non-public information provided by the other party relating to the business, systems, operations, strategic plans, clients, pricing, methods, processes, financial data, programs, and/or products of the other party in any form, that are designated as “confidential,” or a reasonable person knows or reasonably should understand to be confidential. For purposes of this Agreement, Your Confidential Information shall include Your Data, and any information disclosed to Nimagna by You relating to the business, systems, operations, strategic plans, clients, pricing, methods, processes, financial data, programs, and/or products of You. Confidential Information shall not include content or information that (i) is already rightfully known to a party without confidentiality obligations; (ii) is or becomes publicly known or available through no wrongful act of a party; or (iii) is independently developed by a party without the use of any proprietary, non-public information provided by the other party under the Agreement.

• Export Control and Sanctions Rules means all export and trade sanction laws, restrictions, rules, and regulations, including without limit those of the European Union, the United States, or other foreign agency or authority.

• Devices means any device that may be needed to use the Software such as a computer, a cellphone, a digital tablet, or a webcam.

• Feedback means any ideas, inventions, suggestions for improvement or discussions submitted by You and/or Your Authorized Users regarding any aspect of the Software or any Nimagna services, including, without limitation, the functioning, features, and other characteristics thereof (or any component thereof).

• Nimagna (referred to as either "Nimagna", "the Company", "We", "Us" or "Our" in this Agreement) refers to Nimagna AG, a company incorporated in Switzerland, under license number CHE-401.957.569, registered at c/o Bellerive Rechtsanwälte, Bellerivestrasse 7, 8008 Zürich, Switzerland, or any one of its subsidiaries or Affiliates.

• Nimagna Content means any images, 3D models, audiovisual works, tools, and other material that is provided by Nimagna and available for use within the Software.

• Privacy Policy means the Nimagna privacy policy covering the use of Your personal information in connection with Your use of the Software and services provided by Nimagna that can be found on https://www.nimagna.com/privacy-policy.

• Software means the Nimagna software, related services, and online documentation installed by, provided by, or accessed in connection with the Software.

• Subscription Plan means the subscription plan that You purchased from Nimagna that defines the scope of access by You and Your Authorized Users to the Nimagna Software.

• Subscription Term means the applicable subscription period (e.g., monthly or annually) selected by You for Your Subscription Plan.

• Support means any support, upgrades, updates, patches, or enhancements of the Software.

• Taxes means any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction.

• Third-party Providers means third-party websites, products, services, and content, including but not limited to, third-party video conferencing or virtual events tools and third-party content libraries.

• Trial Period means a period of thirty (30) days, unless Nimagna has otherwise expressly authorized and agreed to in writing an extended trial period.

• Trial Version means the Software on a trial basis.

• Usage Analytics Data refers to data collected automatically, either generated by use of the Software, including but not limited to counts of the number of times the Software is installed, uninstalled and run, summary information about any errors encountered when the Software is run (no detailed information is recorded), or counts of the number of times key features within the Software are used.

• User Content means any content, materials, presentation slides and/or other information in any form or format that You and/or Your Authorized Users submit, send, transmit, use, display, or upload while using or in connection with the use of the Software.

• Website refers to the Nimagna webpage, accessible from https://www.nimagna.com.

• You means the individual accessing or using the Software, or the company, or other legal entity on behalf of which such individual is accessing or using the Software, as applicable.

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2. Access And Use Of The Nimagna Software

2.1 Eligibility

You affirm that if You are an individual (e.g., not a corporation), You are at least the age of majority in Your jurisdiction, or You have obtained the consent of Your parent or guardian to use the Software following review of the terms of this Agreement and the Privacy Policy and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. In addition, the Nimagna Software is not intended for use by individuals under the age of 13, or the equivalent minimum age in the relevant jurisdiction. You must ensure, and represent and warrant, that You and Your Authorized Users are at least 13 years of age, or the equivalent minimum age in the relevant jurisdiction. Any use or access to the Nimagna Software (or any part thereof) by You and Your Authorized Users that does not meet the eligibility requirements set forth in this Section is strictly prohibited and is a material violation of this Agreement.

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2.2 Accounts

To access and use the Nimagna Software, You are required to register an account. Each Authorized User shall be required to register as an authorized user of Your Account. You agree to, and shall ensure that Your Authorized Users, provide and maintain up to date information that is true, accurate, current, up to date, and complete. You agree that You will not, and will not permit any Authorized User or other third party to: (a) create an Account or sign up to access the Nimagna Software using a false identity or fictitious name or information, and/or (b) create an Account or use the Nimagna Software if You have been previously removed or banned from use of the Nimagna Software, or any part thereof. You understand and agree that You are solely responsible for maintaining the confidentiality of and protecting Your and Your Authorized User’s password for the Account. You are solely responsible for any activity originating from Your Account, including, without limitation, any of Your Authorized User’s Accounts, regardless of whether such activity is authorized by You. You agree to notify Nimagna immediately of any unauthorized use of or access to Your Account or the Accounts of any of Your Authorized Users.

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2.3 Subscription Plans

Nimagna will provide You and Your Authorized Users access to the Nimagna Software in accordance with the Subscription Plan purchased by You. Each Subscription Plan shall begin on the date You obtained the Subscription Plan, or on the start date specified in the applicable written or electronic order form, and continue for the applicable Subscription Term selected by You for such Subscription Plan.

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The Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term, unless You provide Nimagna with written notice of non-renewal or termination prior to the expiration of Your then-current Subscription Term.

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2.4 License

Subject to the terms and conditions of this Agreement and Your compliance therewith, including payment of all applicable fees, Nimagna grants to You a personal, non-transferable, non-sublicensable, non-exclusive license, solely during the Subscription Term or Trial Period, as applicable, and subject to the permitted user seats of the Subscription Plan and/or any other restrictions specified in the user manuals or documentation, applicable order form, or in writing by Nimagna regarding the scope of use of the Nimagna Software by You, to install and/or use, and permit Authorized Users to install and/or use, this Software on computers owned and/or controlled by You or the applicable Authorized User, and to access and use the Nimagna Software over the internet, solely for Your internal business or personal, non-commercial purposes and in accordance with the terms of this Agreement. You acknowledge and agree that You will comply with all laws, rules, and regulations applicable to the use of the Nimagna Software.

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2.5 Trial Version

Notwithstanding Section 2.4, if You have obtained a Trial Version of the Software, You understand and agree that the license set forth in Section 2.4 is granted to You by Nimagna for the Trial Period solely for Your own internal evaluation purposes, and subject to any and all technical limitations implemented by Nimagna in the Trial Version. You acknowledge and agree that if You have not purchased a Subscription Plan prior to the expiration of the Trial Period, this Agreement will automatically terminate (without the requirement of providing any termination notice) and the Trial Version may cease functioning. You acknowledge and agree that the Trial Version is provided “as-is” and without any warranty whatsoever or any support or other services, including any updates or upgrades.

 

2.6 License Restrictions And Prohibited Uses

You shall not, nor shall You permit anyone else to, directly or indirectly:

• use the Software for any unauthorized or illegal purposes, and You agree to comply with all applicable laws and regulations in Your jurisdiction;

• infringe or violate the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party;

• disseminate, transfer or store User Content that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that otherwise violate any law or right of any third party;

• disseminate User Content that is the confidential information of any third party without authorization from such third party to do so;

• interfere with Nimagna servers or third-party service providers utilized with the Software;

• use the products and/or services of any Third-party Provider in connection with the Software in violation of any third-party policies, or laws or regulations;

• modify, distribute, or copy the Software; reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or structure, sequence, and organization of the Software (except to the extent restrictions on reverse engineering are prohibited by applicable local law).

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Nimagna reserves the right, in its sole discretion, to decide as to whether Your use of Our Software is acceptable. Please note that violations of these restrictions may result in immediate termination of this Agreement and access to the Software without notice.

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2.7 System Requirements

Use of the Software requires one or more compatible Devices, Internet access, and certain software or services. Your ability to use the Software may be affected by the performance of Your Devices and services. You shall be solely responsible for obtaining and maintaining any Device or ancillary services needed to connect to, access, or otherwise use the Software, including, without limitation, hardware, software, and Internet access and ascertain its compatibility with the Software.

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2.8 Third-party Providers

Nimagna’s Software allows You to interact with or may use features from Third-party Providers for which additional terms and/or costs may apply. Nimagna does not control Third-party Providers and Your use may be subject to the Third-party Provider’s terms and conditions. You acknowledge and agree to comply with such additional terms and conditions, that Nimagna is not responsible for the activities or availability of any Third-party Providers, and that Nimagna shall not be responsible or liable, directly or indirectly, for any damage or loss caused by Third-party Providers.

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2.9 Proprietary Rights

This Agreement does not transfer to the other Party any right, title or interest in any intellectual property rights except as expressly set forth in this Agreement. Nimagna and/or its licensors shall own and retain all right, title and interest in and to (a) all text, graphics, images, music, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Software, including, without limitation, all stages or templates, but excluding User Content, (b) the Software, including, without limitation, any Nimagna service, documentation, and any copies, portions, or derivatives thereof, and (c) any and all modifications, enhancements and updates to the items listed in clause (a) and (b). There are no implied rights. Nimagna reserves all rights not expressly granted herein.

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You acknowledge that the Feedback may be used by Nimagna without compensation or attribution to You or any Authorized User, and You hereby grant to Nimagna, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license under all intellectual property rights in and to the Feedback for Nimagna to use for any purpose. ​You shall maintain and not remove or obscure any proprietary notices on the Software and shall reproduce such notices exactly on all permitted copies (if any) of the Software.

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3. Fees And Payment Terms

3.1 Fees

You agree to pay the Fees specified for the Software subscription at the time you enter into a paid subscription. Fees paid are non-cancellable and non-refundable. If you cancel a subscription, the subscription will remain active until its expiry date, and you will not receive a refund.

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3.2 Price Changes

Nimagna may change the price of the Software from time to time. Any increase in price for the same Software will not apply until the end of the then current Subscription Term. If You do not agree to pay the new price, You may cancel your subscription renewal prior to the expiration of Your current subscription. Subscription Plans will be renewed at Nimagna's then-current pricing for such Subscription Plan.

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3.3 Payment Terms

All fees are due and payable by You in advance, unless otherwise expressly and mutually agreed in writing by You and Nimagna. If payment is not received or cannot be charged to You in advance for any reason, Nimagna may suspend or terminate Your and Your Authorized User’s access to the Software, Your account, downgrade the Subscription Plan and/or terminate this Agreement. You give Nimagna permission to retain and share information about Your purchase and Your payment information with any third-party payment processor that Nimagna uses to process Your payment (e.g. Mollie).

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3.4 Taxes

The Fees quoted are exclusive of any Taxes, and You are and shall be responsible for paying all such taxes in connection with Your subscription.

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4. User Data and Content

4.1 Usage Analytics Data

Our Software has an integrated analytics and reporting component that collects Usage Analytics Data. By running Our Software, You and Your Authorized Users consent to the gathering of such information and the subsequent transmission of said data to Nimagna. Information is only sent to Nimagna using https encrypted secure transfer methods. Information gathered by the analytics component may be used to enhance and improve Our Software and services or provide new or better products and services. Any such use by Us of information gathered from You will be anonymous and will never reveal personally identifiable data to third parties.

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4.2 Personal Data

You understand and agree to the Nimagna Privacy Policy which is an integral part of this Agreement.

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4.3 User Content

You are solely responsible for the development, content, operation, maintenance, and use of the User Content. You shall ensure that the User Content, and Your use of it, complies with this Agreement and any applicable laws, rules or regulations. You are responsible for the proper configuration and use of the Nimagna Software and for taking steps to maintain adequate security, protection and backup of the User Content. You represent and warrant that You or Your licensors own all right, title, and interest in and to the User Content; that You have all necessary rights and/or authorizations to grant to Nimagna the license to the User Content contemplated by this Agreement; and that the User Content does not violate this Agreement, any applicable law or the intellectual property, privacy, or other rights of any third party.

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4.4 Nimagna Content

Nimagna owns or controls the Nimagna Content. Nimagna grants You a license to use the Nimagna Content solely in connection with the Software. You may not distribute, modify, transmit, reuse, download, copy, or use the Nimagna Content separate and apart from uses within the Software.

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5. Copyrights and Trademarks

Nimagna’s Software, services, and the Nimagna Content are the exclusive property of Nimagna and its licensors. The Software and services are protected by copyright, trademark, and other laws of both Switzerland and foreign countries. Nimagna’s name and trademarks may not be used in connection with any product or service without the prior written consent of Nimagna.

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6. Term And Termination

The term of this Agreement commences when You accept this Agreement (such as by creating an account, or using the Software) and will remain in effect during the Subscription Term (including any renewal thereof), or as set forth in this section. You may terminate this Agreement at any time by cancelling Your account. If Nimagna believes in good faith that You and/or any Authorized User have used the Software in violation of this Agreement or otherwise are in breach of this Agreement, Nimagna may suspend Your and/or any Authorized User’s access to the Software, suspend Your account, and/or terminate this Agreement immediately upon written notice to You.

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Upon termination, this Agreement shall terminate and all rights and licenses granted to You under this Agreement immediately terminate, You shall cease, and ensure Your Authorized Users cease using the Software, and You shall immediately destroy and remove from all computers all copies of the Software, but the terms of this Agreement will otherwise remain in effect.

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You understand and agree that Nimagna may change, suspend or discontinue certain functionality of the Software and/or the Software as a whole. Nimagna will notify You of any material change or discontinuation of the Software or any services by email or via Nimagna’s Website. You acknowledge and agree that Nimagna will not be liable to You or to any third party (including, without limitation, any Authorized User) for any change, suspension, or discontinuation of the Software or any part thereof.

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7. Warranty Disclaimer

This Software is provided 'as-is' and Nimagna makes no warranty of any kind with regards to the Software. Nimagna expressly disclaims all warranties, whether express, implied, or statutory, including without limitation, any implied warranties of merchantability or fitness for a particular purpose or non-infringement. Nimagna disclaims any knowledge of and does not guarantee that the Software is bug-free or error-free, that the use of the Software will be uninterrupted, that any defect or error in the Software will be corrected, that the Software will meet Your specific needs or requirements, or that the Software is free of viruses or other harmful components. You understand that Nimagna may modify or discontinue offering the Software or any Nimagna service at any time. This Agreement does not give You any rights not expressly granted herein.

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​You acknowledge and affirm that Nimagna does not create or control Your use of the Software and that You shall be solely responsible for the manner in which You use Our Software, including but not limited to what User Content You access via Our Software. You understand that Nimagna cannot guarantee and Nimagna disclaims any knowledge that Your use is permissible under any law or regulation.

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​User Content You create, record or distribute by using Our Software is done at Your own risk. You are solely responsible for any damage to Your property, loss of data, or any other loss that results from such access, use, or download of the Software.

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​In no event will Nimagna be held liable for any damages arising from the use of this Software.

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8. Limitation of Liability

To the maximum extend permitted by applicable law, Nimagna, its Affiliates and its and their respective owners, directors, officers, employees, agents, suppliers or contractors, and their respective successors and assigns, shall not be held liable in any matter whatsoever for any loss or damages of any kind, including, but not limited to direct, indirect, special, consequential, incidental, punitive, or exemplary damages or damages for loss of profits, revenues, data, property, or use, incurred by You or any third party, arising out of, in connection with, or relating to Your use of the Software, even if such damages are foreseeable or Nimagna has been advised of the possibility of such loss or damages.

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To the maximum extend permitted by applicable law, Nimagna’s liability hereunder, for breach of, or arising out of this Agreement to Your direct and documented damages shall be limited to the aggregate amount of fees paid by You to Nimagna during the three-month period immediately preceding the event that gave rise to Your claim for damages.

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9. Indemnification

You agree that Nimagna and its partners, contractors, and agents shall have no liability whatsoever for any use You make of the Software. You agree to defend, indemnify and hold harmless Nimagna and its partners, contractors, and agents, and its and their respective owners, employees, contractors, agents, officers and directors, users and their respective successors and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of Your use and access of the Software, Your breach of any term of this Agreement, or Content uploaded into the Software.

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10. Trade Compliance

In connection with the Software, You hereby agree to comply with the Export Control and Sanctions Rules and You agree not to export or allow the export or re-export of the Software in violation of any such restrictions, laws, or regulations. By using the Software, You agree to the foregoing and represent and warrant that You are not located in, under the control of, or a national or resident of any restricted country.

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11. Confidentiality

Each party agrees to regard and preserve as confidential all Confidential Information. Each party agrees to limit its disclosure of the other party’s Confidential Information to as few persons as possible and only to those persons with a need to know that are its or its Affiliates’ personnel and subject to an obligation to keep such information confidential. Except as needed to fulfill their respective obligations under the Agreement, neither party shall, without first obtaining the other party’s prior written consent, disclose to any person, firm or enterprise, except as expressly permitted herein, or use for its own benefit, or the benefit of a third party, the Confidential Information of the other party.

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Either party may disclose Confidential Information where required by law, regulation, or court order, provided that the party subject to such law, regulation or court order shall, where permitted, notify the other party of any such use or requirement prior to disclosure in order to afford such other party an opportunity to seek a protective order to prevent or limit disclosure of the information to third parties.

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12. Governing Law and Jurisdiction

All disputes arising out of or relating to this Agreement that involve Nimagna shall in all respects be governed by, and construed and interpreted in accordance with, the substantive laws of Switzerland, under the exclusion of its private international law statute and international treaties, if any.

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Any dispute or claim related to, or arising under, or in connection with this Agreement that involves Nimagna shall be submitted, to the extent permitted by law, to the exclusive jurisdiction of the ordinary courts at the registered offices of Nimagna. Any written evidence in a language other than English shall be submitted with an English translation.

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13. Miscellaneous

13.1 Entire Agreement

This Agreement and any policies or operating rules posted by Us on the Site or in respect to the Site constitute the entire agreement and understanding between You and Nimagna with respect to Your use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.

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13.2 Waivers

Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Should any part or provision of this Agreement be held to be invalid or unenforceable by any competent court, governmental or administrative authority having jurisdiction, the other provisions of this Agreement shall nonetheless remain valid. In this case, the invalid or unenforceable provision shall be replaced by a substitute provision that shall be reformed and construed so that it will be valid, legal and enforceable to the maximum extent permitted by law.

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13.3 Assignment

Nimagna expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder at any time.

 

13.4 Amendments

Nimagna reserves the right, at its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain parts of this Agreement at any time. Such changes will be effective with or, as applicable, without prior notice to You. You can review the most current version of this Agreement by clicking on the respective link in the Software or on the Website.

 

You are responsible for checking this Agreement periodically for changes. If any future changes to this Agreement are unacceptable to You or cause You to no longer be in agreement or compliance with this Agreement, You may terminate this Agreement in accordance with the terms of this Agreement and must immediately uninstall the Software and destroy all copies of the Software. Your continued use of the Software following any revision to this Agreement constitutes Your complete and irrevocable acceptance of any and all such changes.

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13.5 Electronic Form

You hereby waive any and all defenses You may have based on the electronic form of This Agreement and the lack of signing by the parties hereto to execute this Agreement.

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Contact Us

Please also feel free to contact Us if You have any questions or need further information about this Agreement. You may write to Us at: hello@nimagna.com.

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Former versions of these terms of service and be found here.