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Terms of Service

Last Updated: November 4, 2025

1. Acceptance of Terms

Welcome to Nocelion.com. By accessing or using our website, services, or content (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our Services.

These Terms constitute a legally binding agreement between you ("User," "you," or "your") and Nocelion.com ("we," "our," or "us").

2. Description of Services

Nocelion.com provides information and awareness regarding our executive consulting services, technology consulting, and strategic planning. Actual professional services are delivered exclusively through direct, separate written agreements with the Client.

Services Include:

  • Technology strategy and consulting
  • Information and educational content
  • Inquiry and contact forms
  • Newsletter and communication services
  • Resources and downloadable materials

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time without prior notice.

3. Eligibility

You must be at least 18 years old to use our Services. By using our Services, you represent and warrant that:

  • You are at least 18 years of age
  • You have the legal capacity to enter into binding contracts
  • Your use of the Services complies with all applicable laws and regulations
  • All information you provide is accurate and truthful

4. User Accounts and Registration

Currently, Nocelion.com does not require user account creation for accessing general website content. However, if we implement user accounts in the future:

Your Responsibilities:

  • Maintain the confidentiality of your account credentials
  • Notify us immediately of any unauthorized access
  • Accept responsibility for all activities under your account
  • Provide accurate and current information

Our Rights:

  • Suspend or terminate accounts that violate these Terms
  • Refuse service to anyone at our sole discretion
  • Require identity verification for certain services

5. Intellectual Property Rights

5.1 Our Content

All content on Nocelion.com, including but not limited to text, graphics, logos, images, videos, software, code, and design elements (collectively, "Content"), is the exclusive property of Nocelion.com and is protected by:

  • United States and international copyright laws
  • Trademark laws
  • Other intellectual property rights

© 2025 Nocelion.com. All rights reserved.

5.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to:

  • Access and view our website content for personal, non-commercial use
  • Download materials expressly made available for download
  • Share content using provided social media sharing features

Prohibited Uses:

You may NOT:

  • Copy, reproduce, distribute, or create derivative works without written permission
  • Use our Content for commercial purposes without authorization
  • Remove copyright, trademark, or other proprietary notices
  • Use automated systems (bots, scrapers) to access our Services
  • Reverse engineer, decompile, or disassemble any software
  • Frame or mirror our website on another server without permission

5.3 User-Generated Content

If you submit content to us (inquiries, comments, feedback), you grant us:

  • A worldwide, royalty-free, perpetual license to use, modify, and display such content
  • The right to use your feedback to improve our Services
  • No obligation to compensate you for submitted content

You represent that you own or have rights to any content you submit.

6. Acceptable Use Policy

You agree to use our Services only for lawful purposes and in accordance with these Terms.

Prohibited Activities:

You may NOT:

  • Violate any applicable laws or regulations
  • Infringe on intellectual property rights of others
  • Transmit harmful code, viruses, or malware
  • Attempt to gain unauthorized access to our systems
  • Interfere with the proper functioning of our Services
  • Harass, threaten, or harm others
  • Impersonate any person or entity
  • Collect personal information about other users without consent
  • Use our Services for spam, phishing, or fraudulent activities
  • Engage in any activity that could damage our reputation

7. Professional Services and Consultations

7.1 No Guarantee of Results

Our executive consulting services are provided on a professional basis, but we do not guarantee specific outcomes, results, or business success. Technology consulting involves uncertainties, and results depend on numerous factors beyond our control.

7.2 Separate Agreements

Formal consulting engagements may require separate written agreements that will supplement or supersede portions of these Terms. Any conflict between these Terms and a written consulting agreement will be resolved in favor of the consulting agreement.

7.3 No Attorney-Client or Fiduciary Relationship

Nothing in these Terms or our Services creates an attorney-client, fiduciary, or confidential relationship unless expressly established in a separate written agreement.

8. Third-Party Links and Services

Our website may contain links to third-party websites, services, or resources not owned or controlled by Nocelion.com.

Disclaimer:

  • We do not endorse or assume responsibility for third-party content
  • Third-party sites have separate terms and privacy policies
  • Access and use of third-party sites is at your own risk
  • We are not liable for damages arising from third-party interactions

9. Disclaimers and Limitations of Warranty

9.1 "AS IS" and "AS AVAILABLE" Basis

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

We Disclaim All Warranties, Including:

  • Implied warranties of merchantability
  • Fitness for a particular purpose
  • Non-infringement
  • Accuracy, reliability, or completeness of content
  • Uninterrupted, secure, or error-free operation
  • Freedom from viruses or harmful components

9.2 No Professional Advice Guarantee

Content on our website is for informational and educational purposes only. It does not constitute professional advice tailored to your specific circumstances. You should consult qualified professionals for specific advice related to your situation.

9.3 Use at Your Own Risk

You acknowledge that:

  • Use of our Services is at your sole risk
  • We do not warrant that our Services will meet your requirements
  • Any material downloaded or obtained is at your own discretion and risk
  • You are solely responsible for any damage to your device or data loss

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

10.1 Exclusion of Damages

NOCELION.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR:

  • Indirect, incidental, special, consequential, or punitive damages
  • Loss of profits, revenue, data, or business opportunities
  • Loss of goodwill or reputation
  • Service interruptions or system failures
  • Costs of substitute services
  • Any damages arising from your use or inability to use our Services

10.2 Cap on Liability

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE GREATER OF:

  • The amount you paid us for Services in the 12 months preceding the claim, OR
  • $100 USD

10.3 Basis of the Bargain

You acknowledge that these limitations of liability are a fundamental element of the agreement between you and Nocelion.com. We would not provide Services without these limitations.

Jurisdictional Variations:

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability. In such cases, our liability will be limited to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Nocelion.com and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or related to:

  • Your use or misuse of our Services
  • Your violation of these Terms
  • Your violation of any rights of third parties
  • Your violation of applicable laws or regulations
  • Content you submit or transmit through our Services
  • Your negligent or wrongful conduct

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, at your expense.

12. Privacy and Data Protection

Your use of our Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using our Services, you consent to our collection, use, and disclosure of your personal information as described in our Privacy Policy.

For detailed information about cookies and tracking technologies, please review our Cookie Policy.

13. Modifications to Terms

We reserve the right to modify these Terms at any time, at our sole discretion.

Notice of Changes:

  • Material changes will be communicated via prominent notice on our website
  • The "Last Updated" date will reflect the most recent changes
  • Continued use of Services after changes constitutes acceptance of modified Terms

Your Options:

  • If you disagree with modified Terms, discontinue use of our Services
  • We recommend reviewing these Terms periodically

14. Termination

14.1 Our Right to Terminate

We may, at our sole discretion, suspend or terminate your access to our Services:

  • For violation of these Terms
  • For conduct we deem harmful to us, other users, or third parties
  • For any reason or no reason, with or without notice

14.2 Your Right to Terminate

You may stop using our Services at any time. If you have an account, you may request account deletion by contacting us.

14.3 Effect of Termination

Upon termination:

  • Your right to use our Services immediately ceases
  • Provisions that should survive termination will remain in effect
  • We may delete or retain your data according to our Privacy Policy

Surviving Provisions: Sections related to intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution survive termination.

15. Governing Law and Jurisdiction

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, United States, without regard to its conflict of law provisions.

15.2 Exclusive Jurisdiction

You agree that any legal action or proceeding arising out of or relating to these Terms or our Services shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona.

You irrevocably consent to the personal jurisdiction and venue of such courts.

15.3 Waiver of Jury Trial

To the extent permitted by law, you waive any right to a jury trial in any proceeding arising out of or relating to these Terms.

16. Dispute Resolution

16.1 Informal Resolution

Before filing a formal claim, you agree to contact us at legal@nocelion.com to attempt informal resolution. We will attempt to resolve disputes in good faith.

16.2 Class Action Waiver

You agree to bring claims only in your individual capacity and not as part of any class, consolidated, or representative action.

17. Miscellaneous Provisions

17.1 Entire Agreement

These Terms, along with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and Nocelion.com regarding use of our Services.

17.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

17.3 Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of such right or provision.

17.4 Assignment

You may not assign or transfer these Terms without our written consent. We may assign these Terms without restriction.

17.5 Force Majeure

We are not liable for delays or failures in performance resulting from circumstances beyond our reasonable control (acts of God, war, terrorism, natural disasters, pandemics, government actions, etc.).

17.6 Headings

Section headings are for convenience only and do not affect interpretation of these Terms.

17.7 Contact for Legal Notices

All legal notices should be sent to: legal@nocelion.com

18. Contact Information

For questions about these Terms of Service, please contact us:

Email: legal@nocelion.com

Subject: "Terms of Service Inquiry"

For privacy-related matters, see our Privacy Policy for contact information.


Acknowledgment

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

Last Updated: November 4, 2025

Effective Date: November 4, 2025


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