Terms of Use

Last Updated: January 4, 2023

Effective: January 4, 2023

These are the Terms of Use (“Terms”) governing all websites, mobile applications, information, and filing services (each, a “Service”) owned or operated by Novaworks, LLC (“we”, “us”, “our”, “Novaworks”). By accessing or using the Services, you (“you”, “your”) agree to be bound by these Terms, our Privacy Policy, and Cookie Policy, as well as any Additional Service Terms, including the Payment Policy, governing your use of a particular Service, all of which are incorporated herein by reference. Where you have entered into a Master Services Agreement with us, and the terms of that agreement conflict with the terms herein, the terms of the Master Services Agreement will control.

BY USING NOVAWORKS SERVICES OR VISITING OUR WEBSITE(S), YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU SHOULD NOT USE NOVAWORKS SERVICES OR VISIT NOVAWORKS WEBSITES.

1. Basic Terms

1.1 Eligibility for Use

You represent and warrant that you are at least 18 years of age, of legal competence to enter into this agreement, and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. We reserve the right to deny, in our sole discretion, any access or use of the Services without notice for any or no reason.

1.2 Accounts and Logins

You represent and warrant that all information you provide in connection with the creation of an account with Novaworks (“Account”) is accurate and true. You agree that, if any information changes, you will update your Account to maintain accurate information.

When you create an Account, you must also create a Login and Password. You agree that you will not distribute your Login or Password to any other person, and you understand that you cannot authorize any other person to use your Account. You agree that you will not transfer, sub-license, sell, or assign your rights in your Account to any other person.

1.3 Passwords and Unauthorized Use

You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your account credentials. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. Novaworks cannot and will not be liable for any loss or damage arising from your failure to comply with the above.

If you believe that a third party has gained access to your Account, you agree to notify us promptly by sending an email to support@novaworks.com. Failure to do so may result in your account being suspended without prior notice. You expressly agree that you will be responsible for any costs arising from a data breach caused by unauthorized use of your account credentials, including, if applicable, notice to affected individuals.

1.4 Your Content

By submitting content, including but not limited to information about your Account and data that you upload to your Account, to Novaworks (“Your Content”), you grant us a royalty-free, non-exclusive, worldwide license to reproduce, prepare derivative works, and/or distribute copies of Your Content in any medium for the sole purpose of providing or marketing the Services to you and others, in accordance with our Privacy Policy. You maintain full ownership of Your Content. You agree that you have the right to submit any content you submit and that you are not violating any party’s intellectual property rights or any other right that could lead to a cause of action against you or us. Your Content does not include any personally identifiable information, Confidential Information as defined in Section 6.11, intellectual property, or sensitive account information.

1.5 Communications from Us

Once you create an Account or otherwise provide your email address to us, you may, from time to time, receive email communications from us about your account, as well as occasional marketing emails. You may elect to opt out of receiving marketing emails at any time by following the instructions and link provided within the email. Please allow up to 10 business days for your marketing communication preferences to fully take effect within our systems.

1.6 California Consumer Disclosures

Under California Civil Code Section 1789.3, Customers who are residents of California are entitled to the following specific consumer rights information: the Complaint Assistance Unit of the Division of Consumer Service of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA, 95814, or by telephone at 916-445-1254. The Services are provided by Novaworks, LLC, 333 Metro Park, F500, Rochester, NY 14623.

2. License to Use the Services

2.1 Limited License

Subject to these Terms and any Additional Service Terms, we grant you a limited, revocable, nontransferable, nonexclusive license to access and use our Services. You agree that you will not copy, display, distribute, sublicense, or resell any part of the Content or Services, in any medium, without Novaworks’ prior written consent, which Novaworks may withhold in its sole discretion.

2.2 Access Restrictions

You may not access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Novaworks (and only pursuant to these Terms), without our express prior written consent.

In addition, you may not do any of the following while accessing or using the Services:

  • use any automated devices, such as spiders, robots or data mining techniques to download, store or otherwise reproduce, store or distribute Content or to manipulate the Services;
  • access, tamper with, or use non-public areas of the Services, Novaworks’ computer systems, or the technical delivery systems of Novaworks’ providers;
  • probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
  • forge any TCP/IP packet header or any part of the header information in any email, or in any way use the Services to send altered, deceptive, or false source-identifying information;
  • interfere with, or disrupt (or attempt to do so), the access of any user, host or network, including, without limitation, sending viruses, overloading, flooding, spamming, mail-bombing the Services, or using the Services in such a manner as to interfere with or create an undue burden on the Services; or
  • use the Services in any illegal manner, or to engage in or promote illegal activities.

2.3 Usage Restrictions

You agree to adhere to the following:

  • You will use the Services only for appropriate, legal purposes, and in compliance with all applicable federal, state, and local laws and regulations.
  • You will use the Services only for the intended purpose.

2.4 User-Generated Content Restrictions

We may allow users, including you, to post certain User Generated Content (“UGC”) to the Service. We shall have the right, but not the obligation, to monitor or review any UGC at any time for any readily apparent violation of these Terms. In compliance with Section 512(c) of the Digital Millennium Copyright Act (“DMCA”), Novaworks reserves the right to conduct a limited review of UGC for the sole purpose of identifying and rejecting UGC which violates these Terms.

You agree that you will not submit UGC which:

  • Impersonates another person or entity or misrepresents your affiliation with a person or entity;
  • Contains the private information of any third party who has not authorized the provision of that information, including but not limited to addresses, phone numbers, email addresses, social security numbers;
  • Is commercial in nature;
  • Infringes on a third party’s intellectual property rights;
  • Is threatening, incites violence, or promotes illegal activity;
  • Promotes or endorses drug use, child pornography, or other illegal activities; or
  • Contains hate speech, nudity, or graphic or gratuitous violence.

3. Our Intellectual Property

All right, title, interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Novaworks. The Services are protected by copyright, trademark, patent, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Novaworks name or any of the Novaworks trademarks, logos, domain names, and other distinctive brand features, in whole or in part, except as expressly authorized by Novaworks. This prohibition includes, but is not limited to, unauthorized copying or distribution of any of the Content displayed or used on Novaworks, framing Content from Novaworks, or creating any unauthorized derivative work.

We use third-party trademarks on Novaworks websites to identify the owners of these marks. Use of any third-party trademark is intended only to identify the trademark owner and its goods and services and is not intended to imply any association or sponsorship between the trademark owner and Novaworks.

Any feedback, comments, or suggestions you may provide regarding the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.

4. Intellectual Property and DMCA

Novaworks respects the rights of copyright and trademark owners. Please contact us at support@novaworks.com if you believe your copyright or trademark is being used in violation of the law.

We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you.

5. Disclaimers and Limitation of Liability

5.1 Disclaimer of Warranty

YOU USE THE SERVICES AT YOUR SOLE RISK (INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, DAMAGE RESULTING ON RELIANCE ON INFORMATION FROM NOVAWORKS, OR OTHER DAMAGES THAT RESULT FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING COMPUTER VIRUSES) EVEN IF NOVAWORKS HAS BEEN ADVISED OF OR IS AWARE OF THE RISK OF SUCH DAMAGE. TO THE EXTENT PERMITTED BY LAW, NOVAWORKS PROVIDES THE WEBSITE, THE SERVICES, THE CONTENT, AND THE INFORMATION “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NOVAWORKS SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

NO INFORMATION OR ADVICE PROVIDED ON NOVAWORKS WEBSITES, BY NOVAWORKS, OR BY NOVAWORKS’ EMPLOYEES OR AGENTS SHALL CREATE ANY WARRANTY.

5.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOVAWORKS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT, OR ACCOUNT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NOVAWORKS EXCEED THE LESSER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID NOVAWORKS, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT NOVAWORKS HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

5.3 Indemnification

You agree to defend, indemnify, and hold Novaworks, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and related fees and expenses, resulting from, or alleged to result from, your violation of these Terms, the incorporated Policies, or your use of the Services.

We reserve the right to assume exclusive control of our defense in any matter subject to your indemnification, which shall not excuse your obligation to indemnify Novaworks. You shall not settle any dispute subject to your indemnification under these Terms without written consent from Novaworks.

6. General Terms

6.1 Controlling Law and Jurisdiction

These Terms will be governed by, and construed, interpreted and enforced according to, the laws of the State of New York without regard to or application of its conflict of law provisions or your state or country of residence. You and Novaworks irrevocably agree to submit to the personal jurisdiction of, and to bring any claim, action, or proceeding in, the United States District Court for New York or in state court in Monroe County, New York.

6.2 Links to Third Parties

The Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable (directly or indirectly) for the availability of such websites or resources; the content, advertising, products, or services on or available from such websites or resources; or any damage, loss, claim, or complaint caused by, arising from, or in connection with your use of or reliance on any such content, advertising, products, or services available on or through any such website or resource. Links to such websites or resources do not imply any endorsement by Novaworks of such websites or resources or the content, advertising, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

6.3 Waiver, Severability, And Assignment

Novaworks’ failure to enforce a provision is not a waiver of its right to do so later. If a provision is found invalid or unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Novaworks may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

6.4 Changes to The Services

We reserve the right, at any time and in our sole discretion, to amend, modify, suspend, or terminate the Services, the Content, and any part thereof without notice to you. Novaworks shall have no liability to you or any other person or entity for any modification, suspension, termination, or loss of information.

6.5 Term and Termination

These Terms will remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. We can suspend or terminate your access to or use of the Services, in whole or in part, at any time, immediately and without notice. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: 3, 5, and 6.

Nothing in this section shall affect Novaworks’ right to change, limit, or stop the provision of the Services without prior notice, as provided above in section 6.4.

6.6 Headings

The headings of the sections contained in these Terms are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of the Terms.

6.7 Modification of Terms

From time to time, and in our sole discretion, we may revise these Terms by posting the revised Terms on our Website. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

6.8 Notification

By entering into and accepting these Terms, you agree and consent to receive electronically all communications, agreements, notices, documents and disclosures relating to these Terms and your use of the Services (collectively, “Communications”) as permitted by the Electronic Signatures in Global and National Commerce Act, 15 USC §7001, et seq. (“E-SIGN Act”) and the Uniform Electronic Transactions Act. Communications include agreements and policies you agree to (for example, and not by way of limitation, these Terms, including the Privacy Policy), including updates to these agreements or policies; annual disclosures; transaction receipts or confirmations; statements and transaction history; and any other transaction information or other information related to the Services. You have the right to withdraw your consent at any time. To withdraw consent, you may send a written request (a) by regular mail to Novaworks at 333 Metro Park, F500, Rochester, NY 14623, or (b) by email to support@novaworks.com. If consent is withdrawn, Novaworks reserves the right to discontinue your access to the Services and terminate any and all agreements with you.

6.9 Entire Agreement

These Terms, as well as the incorporated Privacy Policy, Cookie Policy, and Payment Policy, are the entire and exclusive agreement between you and Novaworks, and these Terms supersede and replace any prior agreements between Novaworks and you regarding the Services. However, the foregoing does not supersede or replace any Master Services Agreement or other written agreement between you and Novaworks, that is explicitly in addition to or replaces these Terms. In the event of any discrepancy between these Terms and a written agreement signed by you and Novaworks, the written agreement shall supersede any conflicting provisions in these Terms. These Terms create no third-party beneficiary rights.

6.10 Force Majeure

Neither you nor Novaworks shall be liable to the other for any act, failure to perform, delay in performance, event or circumstance under this Agreement if, and to the extent that such act, failure to perform, delay in performance, event or circumstance is caused by conditions beyond the delayed Party’s reasonable control and which, by the exercise of reasonable diligence, the delayed Party is unable to prevent or provide against. Such conditions include, but are not limited to, acts of God; strikes, boycotts, or other concerted acts of workmen; laws, regulations, or other orders of public authorities; military action, state of war, epidemic, pandemic, or other national emergency; fire, or flood, or any other cause beyond the reasonable control of the party invoking this section (collectively, a “Force Majeure”). The Party affected by any such force majeure event or occurrence shall give the other Party written notice of said event or occurrence within a commercially reasonable time following such event or occurrence.

6.11 Confidentiality

Definition of “Confidential Information”. “Confidential Information” shall mean any and all technical and non-technical information disclosed by either Party (“Discloser”) to the other Party (“Recipient”) and labeled at the time of such disclosure as “Confidential” or bearing a similar legend, and all other information that the Parties knew, or reasonably should have known, was the Confidential Information of the other Party. Confidential Information may include, without limitation: (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; or (ii) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; or (iii) any financial information and related data provided for the completion of any FERC regulatory form. Confidential Information includes personal information, except that the Exclusions set forth below do not apply. For clarity, nothing shall limit Novaworks’ ability to provide the Services to its other customers based on personal information provided by those third parties to Novaworks, even if that personal information is identical, in whole or in part, to personal information provided by Customer.

Confidentiality Obligations. Subject to the Exclusions section below, Recipient agrees that it will (i) hold in confidence and not disclose to any third party any Confidential Information of Discloser; (ii) protect such Confidential Information with at least the same degree of care that Recipient uses to protect its own Confidential Information, but in no case, less than reasonable care; (iii) use Discloser’s Confidential Information for no purpose other than performing said Party’s obligations under this Agreement; (iv) limit access to Discloser’s Confidential Information to those of Recipient’s employees or authorized representatives having a need to know who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein; and (v) promptly notify Discloser upon discovery of any loss or unauthorized disclosure of Discloser’s Confidential Information. The Parties agree that neither Party will communicate any information to the other Party in violation of the proprietary rights of any third party. Subject to any legally mandated retention requirements, Recipient agrees to securely destroy or return any Confidential Information still in its possession upon termination of this Agreement. Notwithstanding the foregoing, Recipient has no obligation to return or destroy Discloser’s Confidential Information backed up from a computer system for archival purposes in the ordinary course of Recipient’s business, and which may only be used only as necessary to comply with law, provided that Confidential Information remains subject to all applicable obligations under this Agreement for the duration of the archival retention period.

Exclusions. Recipient has no obligations under this Agreement with respect to any portion of Discloser’s Confidential Information if such Recipient can demonstrate with competent evidence that such portion (i) was in the public domain at the time it was communicated to Recipient by Discloser; (ii) entered into the public domain subsequent to the time it was communicated to Recipient by Discloser, through no fault of Recipient; (iii) was in Recipient’s possession free of any obligation of confidence prior to the time it was communicated to Recipient; (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the above, Recipient may disclose Discloser’s Confidential Information, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that Recipient gives Discloser reasonable prior notice of such disclosure and makes a reasonable effort to obtain, or to assist Discloser in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

Injunctive Relief. It is hereby agreed and acknowledged that it will be impossible to measure in money the damage that would be suffered if either party fails to comply with any of the confidentiality obligations herein imposed on it and that in the event of any such failure, the aggrieved party will be irreparably damaged and will not have an adequate remedy at law. Any such Party shall, therefore, be entitled (in addition to any other remedy to which it may be entitled in law or in equity) to injunctive relief, including specific performance, to enforce such obligations, and if any action should be brought in equity to enforce the confidentiality provisions in these Terms, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

6.12 CLASS ACTION WAIVER

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT NOVAWORKS IS OFFERING THESE SERVICES UNDER THE TERMS PRESENTED HEREIN. AS PARTIAL CONSIDERATION FOR YOUR USE OF THESE SERVICES, YOU AGREE THAT YOU MAY BRING A CLAIM AGAINST NOVAWORKS REGARDING YOUR USE OF THE SERVICES ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A CLASS PLAINTIFF, CLASS REPRESENTATIVE, CLASS MEMBER, OR AN ADVERSE PARTY IN ANY WAY IN A CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR OTHER PROCEEDING WHERE AN INDIVIDUAL ACTS IN A REPRESENTATIVE CAPACITY. ADDITIONALLY, YOU ACKNOWLEDGE THAT PART OF THE PRICE YOU ARE PAYING TO USE THESE SERVICES IS YOUR ACCEPTANCE OF THESE TERMS OF SERVICE INCLUDING THIS CLASS ACTION WAIVER. IF YOU DO NOT AGREE TO ANY PART OF THESE TERMS, YOU SHOULD NOT CONTINUE YOUR USE OF THE SERVICES. NOTHING IN THIS PARAGRAPH, HOWEVER, LIMITS YOUR RIGHTS TO BRING A LAWSUIT AS AN INDIVIDUAL PLAINTIFF, INCLUDING IN SMALL CLAIMS COURT, SUBJECT TO SECTION 6.1 ABOVE.

 

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