Terms of Service

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE.

These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and Nozaro Inc., a corporation organized under the laws of Delaware, operating as LEXARC™ ("Company," "we," "us," or "our"), governing your access to and use of the LEXARC™ website located at lexarc.com (the "Site") and any related services, information, or content provided thereon (collectively, the "Services").

BY ACCESSING OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SITE.

1. Acceptance of Terms

1.1 By accessing or using the Site, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal capacity to enter into binding contracts; (c) you are not prohibited from accessing or using the Site under applicable laws; and (d) if you are accessing the Site on behalf of an organization, you have the authority to bind that organization to these Terms.

1.2 These Terms apply to all visitors, users, licensees, and others who access or use the Site.

2. Description of Services

2.1 The Site provides information about LEXARC™ technology, a proprietary pathfinding and replanning technology available for enterprise licensing. The Site serves as an informational resource and point of contact for potential licensing partners.

2.2 The Site does not provide access to the actual LEXARC™ technology, software, algorithms, or source code. Access to such materials is available only through separate, executed licensing agreements.

2.3 We reserve the right to modify, suspend, or discontinue the Site or any portion thereof at any time without notice or liability.

3. Intellectual Property Rights

3.1 Ownership

The Site and all of its contents, features, and functionality, including but not limited to all information, text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, algorithms, methodologies, and the design, selection, and arrangement thereof (collectively, "Content"), are owned by Nozaro Inc., its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

3.2 Trademarks

LEXARC™, the LEXARC logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Nozaro Inc. or its affiliates. You may not use such marks without the prior written permission of Nozaro Inc. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.

3.3 Patents

LEXARC™ technology is protected by pending patent applications and/or issued patents. Any unauthorized use, reproduction, or reverse engineering of LEXARC™ technology constitutes patent infringement and may result in civil and criminal penalties.

3.4 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Content solely for your personal or internal business purposes in connection with evaluating potential licensing opportunities. This license does not include:

• Any resale or commercial use of the Site or its Content
• Any derivative use of the Site or its Content
• Any downloading, copying, or reproduction of Content for any purpose other than temporary caching
• Any use of data mining, robots, scraping, or similar data gathering or extraction methods
• Any rights to the underlying technology, algorithms, or intellectual property

3.5 Reservation of Rights

All rights not expressly granted herein are reserved by Nozaro Inc. Nothing in these Terms shall be construed as granting any license or right to use any trademark, patent, or other intellectual property right of Nozaro Inc. without express written permission.

4. Confidentiality

4.1 Detailed technical information, specifications, algorithms, methodologies, and documentation related to LEXARC™ technology ("Confidential Information") are provided only under separate Non-Disclosure Agreements (NDAs).

4.2 Any Confidential Information disclosed during technical briefings, demonstrations, or licensing discussions is subject to confidentiality obligations as specified in such agreements.

4.3 You agree not to disclose, publish, or otherwise disseminate any information you may learn about LEXARC™ technology through the Site or any communications with us without our prior written consent.

5. User Conduct

You agree NOT to:

• Violate any applicable federal, state, local, or international law or regulation
• Infringe upon or violate our intellectual property rights or those of any third party
• Attempt to reverse engineer, decompile, disassemble, or derive the source code, algorithms, or methodologies underlying LEXARC™ technology
• Submit false, misleading, or fraudulent information
• Impersonate any person or entity or misrepresent your affiliation with a person or entity
• Interfere with or disrupt the operation of the Site or servers or networks connected to the Site
• Attempt to gain unauthorized access to any portion of the Site or any systems or networks connected to the Site
• Use the Site to transmit any viruses, malware, or other malicious code
• Collect or harvest any personally identifiable information from the Site
• Use the Site for any purpose that is unlawful or prohibited by these Terms
• Use the Site in any manner that could damage, disable, overburden, or impair the Site

6. Licensing

6.1 LEXARC™ technology is available for licensing under separate written licensing agreements only. Nothing on this Site constitutes an offer to license, sell, or otherwise grant any rights to LEXARC™ technology.

6.2 All licensing terms, conditions, fees, and obligations must be negotiated and agreed upon in a separate written agreement executed by authorized representatives of both parties.

6.3 Any information provided on the Site regarding licensing options is for informational purposes only and does not constitute a binding offer or commitment.

7. Submissions

7.1 Any information, ideas, suggestions, feedback, or other materials you submit through the Site or otherwise provide to us ("Submissions") shall be deemed non-confidential and non-proprietary unless covered by a separate written agreement.

7.2 By making a Submission, you grant Nozaro Inc. a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Submission in any form, media, or technology.

7.3 You represent and warrant that you have the right to make such Submission and that it does not violate any third-party rights.

8. DISCLAIMER OF WARRANTIES

8.1 THE SITE AND ALL CONTENT, MATERIALS, INFORMATION, AND SERVICES PROVIDED ON OR THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

8.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOZARO INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• TITLE
• ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT
• THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE
• THAT ANY DEFECTS WILL BE CORRECTED
• THAT THE SITE OR SERVERS ARE FREE OF VIRUSES OR HARMFUL COMPONENTS

8.3 PERFORMANCE CLAIMS AND BENCHMARK RESULTS PRESENTED ON THE SITE ARE BASED ON SPECIFIC TESTING CONDITIONS AND MAY VARY SIGNIFICANTLY BASED ON IMPLEMENTATION, CONFIGURATION, HARDWARE, AND USE CASE. NOZARO INC. MAKES NO WARRANTY THAT SIMILAR RESULTS WILL BE ACHIEVED IN ANY SPECIFIC IMPLEMENTATION.

8.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

9. LIMITATION OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOZARO INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOST PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES
• DAMAGES ARISING FROM YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE SITE
• DAMAGES ARISING FROM ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE
• DAMAGES ARISING FROM UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT
• DAMAGES ARISING FROM ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT
• DAMAGES ARISING FROM PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SITE

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF NOZARO INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 IN NO EVENT SHALL THE TOTAL LIABILITY OF NOZARO INC. TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS EXCEED ONE HUNDRED DOLLARS ($100.00 USD).

9.3 THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Indemnification

10.1 You agree to indemnify, defend, and hold harmless Nozaro Inc., its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with:

• Your access to or use of the Site
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property rights
• Your violation of any applicable laws or regulations
• Any Submissions you make
• Any claims made by third parties arising from your actions

10.2 Nozaro Inc. reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

11. Third-Party Links

The Site may contain links to third-party websites or services that are not owned or controlled by Nozaro Inc. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Nozaro Inc. shall not be responsible or liable for any damage or loss caused by your use of any such third-party websites or services.

12. Modifications to Terms

12.1 We reserve the right to modify or replace these Terms at any time in our sole discretion. If we make material changes, we will update the "Last Updated" date at the top of these Terms.

12.2 Your continued use of the Site after any changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Site.

12.3 It is your responsibility to review these Terms periodically for changes.

13. Termination

13.1 We may terminate or suspend your access to the Site immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

13.2 Upon termination, your right to use the Site will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

14. Governing Law and Jurisdiction

14.1 These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law provisions.

14.2 Any legal action or proceeding arising out of or relating to these Terms or the Site shall be brought exclusively in the courts of the Province of Ontario, Canada, and you hereby consent to the personal jurisdiction of such courts.

15. Dispute Resolution

15.1 Informal Resolution: Before filing any legal claim, you agree to first contact us and attempt to resolve any dispute informally for at least 30 days.

15.2 Arbitration: If we cannot resolve a dispute informally, any dispute, claim, or controversy arising out of or relating to these Terms or the Site shall be resolved by binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules, except as provided herein. The arbitration shall be conducted in Toronto, Ontario, unless otherwise agreed by the parties.

15.3 Class Action Waiver: YOU AND NOZARO INC. AGREE THAT ANY CLAIMS AGAINST THE OTHER WILL ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

16. General Provisions

16.1 Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Nozaro Inc. regarding the Site and supersede all prior agreements and understandings.

16.2 Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16.3 Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision shall not constitute a waiver of such right or provision.

16.4 Assignment: You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

16.5 Force Majeure: Nozaro Inc. shall not be liable for any failure or delay in performance due to causes beyond our reasonable control.

16.6 Headings: Section headings are for convenience only and shall not affect the interpretation of these Terms.

17. Contact Information

If you have any questions about these Terms, please contact us through the contact form on our website.