Terms & Conditions

This statement was last updated March 15, 2023.
 

These Terms and Conditions (“Terms”) apply to www.Numedahl.com/ and any other Numedahl Website on or accessible via www.Numedahl.com (collectively, the “Websites”) that links to these Terms. 

Some Websites and certain content may be subject to different or additional terms. By accessing any other Websites or content, you agree to be bound by any additional terms that govern use of each such Website or such content. 

Please read these Terms carefully as they contain important information regarding your legal rights, remedies and obligations with respect to your use of the Websites, including but not limited to various limitations, exclusions, and indemnities.  

By accessing or using the Websites, and the content and services available via the Websites, you signify that you have read, understand and agree to be bound by these Terms in all respects with respect to the Websites; such agreement will be deemed for all legal purposes to be in writing and legally enforceable as a signed written agreement. If you are not willing to be bound by each and every term or condition, or if any representation made herein by you is not true, you may not use, and must cease using, the Websites. 

Definitions and interpretation

For clarity and comprehension, we have defined certain words used in the Terms and on the Websites. Additional definitions are included elsewhere in the Terms.

"Content" means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.

“Member Firm” means a local partnership, firm or other entity that is a member of the Numedahl network of firms, each of which is a separate legal entity, as well as any affiliate or subsidiary of any Member Firm.

“Partner” and “Principal” mean an individual who is a partner, principal, member, shareholder or equivalent of a Member Firm, in accordance with terminology commonly used in professional services organisations.  Likewise “office” refers to any office of one or more Member Firms in the relevant jurisdiction.

“Numedahl”, “we” or “us” refer to the Numedahl network and/or its individual Member Firms. “Numedahl”, “we” or “us”, as used in individual articles and thought leadership pieces available on the Websites may, depending on context, refer to the Numedahl network as a collective or to individual Member Firms.

“Numedahl Parties” refers collectively and inclusively to the individual Member Firms of the Numedahl network, including their respective officers, directors, partners, principals or equivalent; personnel; affiliates; business associates; licensors; and contractors and subcontractors.

“User” means all users of a Website.

“you" means you as an individual user of a Website.

In these Terms:

i. the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms, and

ii. the word "including", the word "includes" and the phrase "such as", when following a general statement or term (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word "or" between two or more listed matters does not imply an exclusive relationship between the matters being connected.

About the Websites

The Websites provide information about Numedahl, including thought leadership and the services and products we provide. References to “the Website,” “the Websites”, and “www.Numedahl.com” include all software, content and features provided within the relevant Website(s). In addition, in these Terms, all references to Websites addresses or URLs will also include any successor or replacement Websites containing substantially similar information as the referenced Website(s).

The Websites offer a range of interactive features, such as access to premium and personalised content, user profiles, reading lists, commenting and other publicly accessible collaborative features. We may add other features from time to time.  Certain features are available only to Registered Users. For more information about registration, please see the Registration section of these Terms.

Informational purposes only

The Websites and content available within them is for informational purposes only. Neither the Websites nor the content available within them constitutes professional advice, and neither should be relied upon by you or any third party, including for example to operate or promote your business, secure financing or capital in any form, obtain any regulatory or governmental approvals, or otherwise to procure services or other benefits from any entity.  Before making any decision or taking any action, you should consult with professional advisers. 

Changes to and availability of the Websites

The Websites are made available on an “as is” basis with no representation or warranty with respect to their functionality or availability and with no guarantee that they are complete, accurate, or timely nor any guarantee regarding any results you or others may obtain from their use. Access to all or parts of any of the Websites may be suspended at any time without notice.

Your responsibilities 

Acceptable conduct

You will use the Websites only for lawful purposes. If at any time you become aware of any violation, by any person or entity, of any part of these Terms, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation.

Prohibited conduct

In using the Websites, you must not do any of the following:

  Post, transmit or otherwise make available through the Websites any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libellous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment, such as a virus, worm, Trojan horse, Easter Egg, time bomb, spyware or other computer code, file or program (each, a “Virus”).

Post, transmit, or otherwise make available through the Websites any material protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.

Use the Websites for any commercial purpose or otherwise use the Websites for processing data or other information on behalf of any third party.

Use the Websites for any purpose that is fraudulent or otherwise tortious or unlawful.

  Interfere with or disrupt the operation of the Websites or the servers or networks used to make the Websites available, including by hacking or defacing any portion of any of the Websites; or violate any requirement, procedure or policy of such servers or networks.

  Restrict or inhibit any other person from using the Websites.

  Create or share content without first obtaining any necessary permissions from third parties or otherwise use the Websites to post or transmit any information that you do not have the right to provide; that would violate any applicable law or regulation; or that would violate, infringe or misappropriate any third party right or interest. 

  Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Websites except as expressly authorised herein, without Numedahl’s express prior written consent.

  Reverse engineer, decompile or disassemble any portion of any of the Websites, except where such restriction is expressly permitted by applicable law.

  Remove or alter any copyright, trademark or other proprietary rights notice on the Websites or content you access via the Websites.

  Frame or mirror any portion of the Websites, or otherwise incorporate any portion of the Websites into any product or service, without Numedahl’s express prior written consent.

  Use any robot, spider, Websites search/retrieval application or other manual or automatic device to (a) retrieve, index, “scrape,” “data mine” or otherwise gather content from the Websites, (b) reproduce or circumvent the navigational structure or presentation of the Websites, or (c) harvest or collect information about users of the Websites without Numedahl’s express prior written consent.

If you do not comply with these Terms (or if we have reasonable grounds to suspect or are investigating suspected non-compliance), we may suspend your access to the Websites or take any other steps we consider appropriate.

Requirements to Use the Websites 

If you are an individual, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, and that you are in any event at least 18 years old. 

If you are using the Websites on behalf of a corporation or other organisation, you represent and warrant that you have the ability to agree to these Terms on behalf of such organisation and all references to "you" throughout these Terms will include such organisation, jointly and severally with you personally.

Intellectual property

Our Content

Except where expressly stated otherwise, all right, title, and interest in and to the Websites and all Content, source code, processes, designs, technologies, URLs, domain names, marks, and logos forming any part of the Websites (collectively, "Our Content") are (a) fully vested in us, our licensors, or our suppliers and (b) protected by applicable copyrights, trademarks, patents, trade secrets, database rights, or other proprietary rights and laws. 

You agree that access and use of Our Content is subject to these Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Websites or these Terms grants you any right, title or interest in or to Our Content except the limited right to use the Websites as set out in these Terms. 

Unless otherwise expressly authorised by us in writing, you agree not to copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content; remove any proprietary notices or labels on or in Our Content; or allow any other person or entity to engage in any of the foregoing.

Compliance and Complaints

You agree that we may, without notice or liability, if we choose to do so (which we may decide at any time to do without assuming any obligation to do so), disclose to third parties any of your information or your Submissions; monitor use of the Websites; and monitor, review, and retain your Submissions if we believe in good faith that such activity is reasonably necessary to provide the Websites to customers, monitor adherence to or enforce these Terms, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. 

If we receive a complaint relating to your use of the Websites, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, restrict, suspend or terminate any service involved, and/or remove your Submissions from our servers.

Third-Party Content

The Websites may contain links to websites and other materials made available by third parties (collectively, "Third Party Content"). If you use such functionality, you are directing us to access, route and transmit to you the applicable Third Party Content.

Third Party Content may be protected by applicable copyrights, database rights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Websites or these Terms grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Websites as set out in these Terms. 

We neither control nor endorse, nor are responsible for, any Third Party Content and we make no representations or warranties with respect to them. The availability of any Third Party Content through the Websites does not imply the endorsement of, or affiliation with, any provider of such Websites or materials. Your use of any Third Party Content is at your own risk and is subject to any terms, conditions and policies applicable to them (such as terms of service or privacy policies of the providers of the Third Party Content).

Open Source  

The Websites may include open source components, which are licensed for use and distribution by us under applicable open source licenses. Use of these open source components is governed by and subject to the terms and conditions of the applicable open source license.

Intellectual property infringement and other unlawful content 

If you believe in good faith that materials made available on the Websites infringe your intellectual property rights or are otherwise unlawful, you (or your agent) may send to Numedahl a written notice by mail or e-mail, requesting that Numedahl remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice against you, you can send a counter-notice to Numedahl. 

Liability and Warranties

Limitation of Liability 

The Websites are provided for information purposes only and, to the maximum extent permitted by applicable law, Numedahl and the Numedahl Parties exclude all liability for any loss or damage of whatever kind and however arising in connection with your use of, or inability to use, the Websites and any materials you obtain via the Websites save that we do not exclude or limit in any way our liability to you where it would be unlawful for us to do so (including liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, and for fraud or fraudulent misrepresentation).

You acknowledge and accept that use of the Websites is subject to the risks inherent in any connection and transmission on the internet, in particular in relation to security risks and vulnerabilities, technical performance and risk of interruption. Accordingly, neither Numedahl nor any Numedahl Parties are liable to you in any circumstances for any losses or damages caused by disruption or failure of internet networks or for any interruptions to or restrictions on the accessibility of the Websites arising for any reason, including, but not limited to, by reason of a virus, security related vulnerability, or technical or operational failure of any nature.