This Terms of Use (this “Terms of Use”) is agreed to between Novus International, Inc., and its affiliates and subsidiaries (collectively, “Novus”) and you, or if you represent an entity or other organization, that entity or organization (in either case, “You”). Novus offers users (“Users”) the ability to access information, data, and other content (“Content”), as well as online product review information, event registration, and other functionality and services (“Services”) described on the Novus platform (the “Platform”). You may access the Platform through the website located at http://www.novusint.com/ or other websites operated by Novus (each, a “Website”). This Terms of Use applies to the Platform and the Content and Services available through the Platform, regardless of the Website through which You access or use the Platform, Content, or Services.
PLEASE CAREFULLY READ THIS Terms of Use. BY ACCESSING OR USING THE PLATFORM, CONTENT, OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO This Terms of USE, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY this Terms of USE. IF YOU DO NOT AGREE TO This Terms of USE, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS Terms of USe, NOVUS IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM, CONTENT, OR SERVICES AND YOU MUST NOT ACCESS OR USE THE PLATFORM, CONTENT, OR SERVICES. IF YOU ACCESS OR USE THE PLATFORM, CONTENT, OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS Terms of Use AND AGREE TO BE BOUND BY This Terms of USE.
This Terms of Use includes the terms and conditions below and the Privacy Policy http://www.novusint.com/en-us/PrivacyStatement relating to the Platform. You are responsible for compliance with this Terms of Use (including this policy).
Unless You later enter into any other agreements with Novus regarding the Platform, Content, or Services, this Terms of Use is the complete and exclusive agreement between You and Novus regarding Your access to and use of the Platform, Content, and Services. This Terms of Use supersedes any prior agreement or proposal, oral or written, and any other communications between You and Novus relating to Your use of the Platform, Content, or Services as a User of the Platform.
1. DEFINITIONS. Terms used in this Terms of Use have the definitions given in this Terms of Use or, if not defined in this Terms of Use, have their plain English meaning as commonly interpreted in the United States, even if Novus provides a translated version of this Terms of Use. To the extent any ambiguity or inconsistency exists between the English version of this Terms of Use and a version in any other language, the English (as interpreted in the United States) version of the Terms of Use controls.
2. Term. This Terms of Use is entered into as of the earlier of the date You first accessed the Website or used the Platform, Content, or Services (the "Effective Date") and will continue until terminated as set forth herein.
3. Modifications. Novus reserves the right, at any time, to modify the Platform, Content, or Services, with or without notice to You, by making those modifications available on the Platform. Novus also reserves the right, at any time, to modify this Terms of Use. Novus will inform You of the presence of any changes to this Terms of Use by posting those changes on the Platform or by providing You with notice through the Platform. Any modifications will be effective immediately upon posting on the Platform or delivery of such notice through the Platform. You may terminate this Terms of Use as set forth below if You object to any such modifications. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Platform, Content, or Services following such notice period.
4. Access.
4.1. To the Platform. Subject to Your compliance with this Terms of Use, Novus will permit You to access and use the Platform, Content, and Services solely for lawful purposes and only in accordance with this Terms of Use and any other agreement You agree to with Novus before being given access to any specific aspects of the Platform. Any additional agreement is in addition to this Terms of Use and will govern Your use of the portions of the Platform to which the additional agreement applies in the event of a conflict between the terms of this Terms of Use and the additional agreement.
4.2. To Content. Unless otherwise noted on the Platform, all Content available through the Platform, including all text, audio, video, photographs, illustrations, graphics, testimonials, and other media, is owned by Novus, or Novus’ other third party providers. You represent and warrant that You will comply with the Privacy Policy as to all Content available through the Platform. All Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for Your use of any Content. Subject to Your compliance with this Terms of Use, You may access the Content solely for Your own personal and noncommercial purposes in connection with Your own use of the Platform and Services. Novus has not verified the accuracy of, and will not be responsible for any errors or omissions in any Content. CaringCent makes no guarantees regarding the accuracy, currency, suitability, or quality of any Content. Except as set forth in this Terms of Use, You are granted no licenses or other rights in or to any Content, or any IPR therein or related thereto. If You would like to use any Content in a manner not permitted by this Terms of Use, please contact Novus.
4.3. To Third-Party Services. The Platform may provide You with the choice to access certain Services developed, provided, or maintained by other third-party service providers ("Third Party Services"). In addition to the terms of this Terms of Use, Your access to and use of any Third Party Services is also subject to any other agreement You may agree to before being given access to the Third Party Services (each, a "Third Party Service Agreement"). The terms of any Third Party Service Agreement (which may include payment of fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Terms of Use, but will not apply to any other Services You may access through Novus. Except as set forth in this Terms of Use, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Terms of Use and that Third Party Service Agreement.
5. Termination. This Terms of Use may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Terms of Use. Upon termination or expiration of this Terms of Use for any reason: (1) all rights and subscriptions granted to You under this Terms of Use will terminate; and (2) You will immediately cease all use of and access to the Platform and all Content and Services (including, without limitation, all Content You obtained prior to termination). Sections titled Definitions, Termination, Suspension, Platform Technology, Ownership, Representations and Warranties, Indemnity, Limitation on Liability, Data Privacy, Feedback, Claims of Infringement, Disputes, Governing Law and Venue, Notices, Linked Sites, and Additional Terms will survive any expiration or termination of this Terms of Use.
6. Suspension. Without limiting Novus’ right to terminate this Terms of Use, Novus may also suspend Your access to the Platform or any Content or Services, with or without notice to You, upon any actual, threatened, or suspected breach of this Terms of Use or applicable law or upon any other conduct deemed by Novus, in its sole discretion, to be inappropriate or detrimental to the Platform, Services, Novus, or any other User or third party.
7. Platform Technology. The Platform, and the databases, software, hardware and other technology used by or on behalf of Novus to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the "Technology"), constitute valuable trade secrets of Novus. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Terms and Use; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.
8. Ownership. Novus retains all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (“IPR”), in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Platform, Content, and Services under this Terms of Use. The Novus name, logo, and all product and service names associated with the Platform, Content, and Services are trademarks of Novus and its licensors and third party providers and You are granted no right or license to use them.
9. REPRESENTATIONS AND WARRANTIES.
9.1. Mutual. Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into this Terns of Use; (b) this Terms of Use forms a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under this Terms of Use and to grant the rights and licenses described in this Terms of Use.
9.2. Compliance with Laws; Health Information. You acknowledge that the Platform is a general purpose online service and is not specifically designed to facilitate compliance with any specific law. You represent and warrant to Novus that Your use of and access to the Platform, including any Content or Services, will comply with all applicable laws, rules, or regulations (“Laws”) and will not cause Novus itself or any other third party to violate any applicable Laws. Novus is not responsible for notifying You of any such Laws, enabling Your compliance with any such Laws, or for Your failure to comply. The Platform may from time to time contain information relating to various medical, health, and fitness conditions of animals and their treatment. This is for informational purposes only and is not meant to be a substitute for the advice provided by your own veterinarian or other medical professional. You should not use the information contained herein for diagnosing an animal’s health or fitness problem or disease, and You should always consult your own veterinarian and medical advisors prior to engaging in such activity.
9.3. No Warranties; Disclaimer. THE PLATFORM, CONTENT, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." NOVUS AND ITS SERVICE PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE PLATFORM, CONTENT, OR THE PRODUCTS OR SERVICES ADVERTISED ON THE PLATFORM AND DO NOT ENDORSE THE PRODUCTS, SERVICES, VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA, INFORMATION OR THIRD PARTY CONTENT THAT MAY BE PROVIDED THROUGH THE PLATFORM. NOVUS AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, CONTENT, SERVICES AND OTHER SUBJECT MATTER OF THIS TERMS OF Use, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NOVUS, ITS EMPLOYEES, OR SERVICE PROVIDERS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
NOVUS AND ITS SERVICE PROVIDERS MAKE NO WARRANTY THAT (a) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (b) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY CONTENT OR SERVICES OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS; OR (e) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. ANY CONTENT OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
10. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless Novus and its officers, directors, shareholders, affiliates, employees, agents, service providers, contractors, assigns, users, customers, providers, licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (1) Your access to or use of the Platform, or any Content or Services; (2) Your collection and disclosure of any Content or Services, (3) Your violation of applicable Laws; and (4) Your breach of any representation, warranty, or other provision of this Terms of Use. Novus will use reasonable efforts to provide You with notice of any such claim or allegation, and Novus will have the right to participate in the defense of any such claim at its expense.
11. LIMITATION ON LIABILITY. NOVUS AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE ACCESS TO OR USE OF THE PLATFORM, CONTENT, OR SERVICES, EVEN IF NOVUS OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS OR SERVICES. NOVUS’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS TERMS OF USE AND ALL CONTENT AND SERVICES PROVIDED UNDER THIS TERMS OF USE OR THROUGH THE PLATFORM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $10. YOU AGREE THAT NOVUS WOULD NOT ENTER INTO THIS TERMS OF USE WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, NOVUS’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12. Data Privacy. You expressly consent to the use and disclosure of Your personally identifiable information and other data and information as described in the Privacy Policy (http://www.novusint.com/en-us/PrivacyStatement). Notwithstanding anything in the Privacy Policy, Novus will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from Your access to and use of the Platform, Services, or Content. To the extent any such non-personally identifiable data or information is collected or generated by Novus, the data and information will be solely owned by Novus and may be used by Novus for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You or any other entity or natural person as the source thereof.
13. Feedback. If You provide Novus any feedback or suggestions regarding the Platform, Content, or Services (“Feedback”), You herby assign to Novus all rights in the Feedback and agree that Novus shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to You. Novus will treat any Feedback You provide to Novus as non-confidential and non-proprietary. You agree that You will not submit to Novus any information or ideas that You consider to be confidential or proprietary.
14. DISPUTES. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Terms of Use, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Terms of Use and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Terms of Use (each, a "Dispute"), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association ("AAA") then in effect (the "Rules"). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the "Initial Period") after either party to this Terms of Use delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by Novus in the State of Missouri, U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
15. GOVERNING LAW AND VENUE. The interpretation of the rights and obligations of the parties under this Terms of Use, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Missouri, U.S.A., as such laws apply to contracts between residents of Missouri without regard to conflict of laws provisions thereof. Subject to Section 15 (Disputes), each party will bring any action or proceeding arising from or relating to this Terms of Use exclusively in a federal or state court in the State of Missouri, U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Novus.
16. NOTICES. Unless otherwise specified in this Terms of Use, any notices required or allowed under this Terms of Use will be provided to Novus by postal mail to the address for Novus listed on the Platform. Novus may provide You with any notices required or allowed under this Terms of Use by sending You an email to any email address You provide to Novus, provided that in the case of any notice applicable both to You and other Users of the Platform, Novus may instead provide such notice by posting on the Platform. Notices provided to Novus will be deemed given when actually received by Novus. Notice provided to You will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
17. LINKED SITES. The Platform, Content, or Services may contain links to third-party sites or content that are not under the control of Novus. If You access a third-party site or content from the Platform or Services, then You do so at Your own risk and Novus is not responsible for any content on any linked site. You may establish a link to the Website, provided that the link does not state or imply any sponsorship or endorsement of Your site by Novus or any group or individual affiliated with Novus. You may not use on Your site any Content or marks appearing on the Website or Platform in establishing the link. You may not frame or otherwise incorporate into another site the content or other materials on the Platform without prior written consent.
18. ADDITIONAL TERMS. Unless otherwise amended, this Terms of Use will exclusively govern Your access to and use of the Platform, Content, and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Platform, Content, and Services. Except as expressly set forth in this Terms of Use, this Terms of Use may be amended or modified only by a writing signed by both parties. All waivers by Novus under this Terms of Use must be in writing or later acknowledged by Novus in writing. Any waiver or failure by Novus to enforce any provision of this Terms of Use on one occasion will not be deemed a waiver by Novus of any other provision or of such provision on any other occasion. If any provision of this Terms of Use is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Terms of Use will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. You agree that each of Novus’ service providers shall be considered a third party beneficiary of the above provisions, with all rights to enforce such provisions as if a service provider were a party to this Terms of Use. Neither this Terms of Use nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Novus. Any assignment in violation of the foregoing will be null and void. Novus may assign this Terms of Use to any party that assumes Novus’ obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Any reference herein to "including" will mean "including, without limitation."