Terms of Service
Terms of Service
Last updated: 24 February 2023
Welcome, and thank you for your interest in Nova Orbis Inc. (“Nova,” “we,” “our,” or “us”). These Terms of Service (the “Terms”) constitute a legally binding agreement between you and Nova governing your access to and use of the Nova website, products, and services (collectively, the “Services”).
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. THESE TERMS CONTAINS A BINDING ARBITRATION PROVISION THAT INCLUDES A JURY TRIAL WAIVER AND CLASS ACTION WAIVER, AND A CLAUSE THAT LIMITS OUR LIABILITY AND GOVERNS THE JURISDICTION AND VENUE FOR ANY DISPUTES.
By entering into these Terms, and/or by accessing or using the Services, you expressly acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms apply to all visitors, users, and others who access or use the Services (“Users,” “you,” or “your”). If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on behalf of your organization or entity and to bind them to these Terms (in which case, references to "you" and "your" in these Terms refer to that organization or entity). If you or your organization are bound by a Master Services Agreement with Nova (“MSA”), then these Terms will apply to your use of the Services to the extent such use is not already governed by the MSA.
Nova reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms, at any time, by posting changes to this page. Your continued access to or use of the Services after such posting confirms your consent to be bound by these Terms, as amended. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
Your use of the Services is subject to all additional terms, policies, rules, or guidelines referenced in these Terms or that we may post on or link from the Services (the “Additional Terms”), such as end user license agreements for any downloadable software applications, or rules applicable to a particular feature or content on the Services. All Additional Terms are incorporated by reference into, and made a part of, these Terms.
By purchasing and/or using the Services, you acknowledge that you have all necessary rights and consents to provide any information related to any third party that you provide to us.
To use the Services you must be, and hereby represent that you are, an individual 13 years or older who can form legally binding contracts. Persons under the age of 13, or any higher minimum age in the jurisdiction where that person resides, are strictly prohibited from accessing or using the Services unless their parent has consented in accordance with applicable law. Additionally, you are prohibited from accessing or using the Services if you are barred from receiving certain services under applicable law or have previously been suspended or removed from the Services.
To access and use the Services you may be asked to create an account (“Account”) by providing us with information such as your name, contact information, information about your organization, information about others you may initiate transactions with through the Services, and additional information we may ask you to provide. You must provide accurate, current, and complete information during the registration process and keep your Account information up-to-date at all times. You are responsible for all activity that occurs in association with your Account. Nova is not liable for any loss or damage caused by your failure to maintain the confidentiality of your Account credentials. Please contact us at the email below if you discover or suspect any security breach related to the Services or your Account.
4. User Content
You are solely responsible for the accuracy, content, and legality of all data and information you provide to Nova and/or transmit through the Services (“User Content”). As between Nova and you, you own all User Content and you represent and warrant that any User Content does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of privacy. We reserve the right (but not the obligation) to reject and/or remove any User Content that we believe, in our sole discretion, violates these Terms. You hereby grant to Nova: (i) a nonexclusive, worldwide, fully paid, royalty-free, right and license to download, receive, collect, access, modify, copy, store, retain, and otherwise use User Content in order to provide and support the Services or otherwise upon your consent or direction, and to develop and improve the Services; and (ii) a nonexclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free right and license to collect, retain, store, use, modify, distribute, and disclose User Content in aggregated and anonymized form and any inferred insight relating to User Content for any purpose whatsoever, provided that any such disclosure does not identify you or any third party by name or description sufficient to identify you or such third party as the source or subject of such information, in whole or in part. You acknowledge and agree that User Content will be shared with other Users associated with your Account or that of your organization, or with Users you engage in transactions with through the Services. Access to and use of User Content and content from other Users will be determined by and in accordance with the access permissions determined by your Account administrator.
In addition to any other restrictions set forth in these Terms, you agree not to engage in, attempt to engage in, or permit or assist others in engaging in, any of the following prohibited activities: (i) use any software, script, code, device, crawler, robot, or other means not provided by us to access the Services; (ii) circumvent, disable, or otherwise interfere with security-related features on the Services; (iii) modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Services; (iv) access or use the Services in any manner that may damage, disable, unduly burden, or impair any part of the Services, or any servers or networks connected to the Services; (v) post information or interact with the Services in in a manner which is fraudulent, libelous, abusive, obscene, profane, harassing, or illegal; (vi) use the Services for any illegal purpose or in violation of any law, statute, rule, permit, ordinance or regulation; (vii) gain or attempt to gain unauthorized access to the Services; (viii) interfere or attempt to interfere with the Services provided to any User or network, including, without limitation, via means of submitting a virus to the Services, spamming, crashing, or otherwise; (ix) engage in commercial use or distribution of the Services in violation of these Terms, or copy or create any derivative work of the Services; (x) use the Services in any way that infringes or misappropriates any third party’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy; (xi) develop or operate products or services intended to be offered to third parties in competition with the Services; or (xii) allow access to your Account by a direct competitor of Nova.
6. Limited License Grant
During the term of these Terms and subject to the terms and conditions herein, you may access and use the Services solely for your internal business purposes and only as expressly permitted in these Terms. Nova reserves the right in its sole discretion to determine whether any use of the Services by you or any third party is acceptable and to revoke your or any third party’s access to any aspect of the Services in the event Nova determines that such use is not consistent with Nova’s mission or otherwise not in the best interests of Nova, its customers, or users. Nova reserves all rights not expressly granted herein in the Services.
7. Services Availability
Nova makes no representations that the Services are appropriate or available for use in any location or geographical region. You access and use the Services at your own volition and are entirely responsible for compliance with all applicable laws, rules, and regulations in the applicable jurisdiction.
We may, without prior notice and at our sole discretion, change the Services, stop providing the Services or certain features of the Services, or create usage limits for the Services. Notwithstanding the foregoing, we will endeavor to take reasonable steps to notify you prior to discontinuing any features or making any other changes to the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. We will use reasonable efforts to provide support service for the Services in accordance with these Terms. You may contact us at the email address below for support.
8. Third-Party Services
You may have access to certain applications and features provided by third parties through the Services, such as ID verification services (“Third-Party Services”). Your use of any Third-Party Services is subject to these Terms and to any third-party terms applicable to such Third-Party Services. If you do not accept the applicable third-party terms, do not use such Third-Party Services. When using Third-Party Services, you are responsible for any information you provide to such third party. Nova has no responsibility or liability for any Third-Party Services. Providers of Third-Party Services may change or discontinue the functionality or features of their Third-Party Services. Any data or information you allow Nova to access from a Third-Party Service is deemed User Content for purposes of these Terms.
9. Dataroom Product
The Services may include access to a virtual dataroom (“Dataroom”) that contains documents and other materials or content (“Dataroom Contents”) uploaded by another user of the Nova Services (“Dataroom Owner”). You acknowledge and agree that: (i) the Dataroom Contents are the proprietary and confidential information of the Dataroom Owner; (ii) the Services do not include the Dataroom Contents; (iii) Nova shall not be responsible for the accuracy, nature, content or completeness of the Dataroom Contents or the modification, use or publication of the Dataroom Contents by You or any other user of the Services (other than Nova’s agents and subcontractors); (iv) Your use of the Dataroom Contents shall be in accordance with any and all agreements between You and the Dataroom Owner; (v) You shall not disclose or use any Dataroom Contents, except as expressly permited by the Dataroom Owner; (vi) You will only access the Dataroom Contents to which you have been granted authorized access via the Service; (v) Nova does not review, inspect, edit or monitor any Dataroom Contents, including, without limitation, for viruses, worms, “Trojan horses” or any other similar contaminating or destructive features; (vi) Nova reserves the right, solely upon its own discretion, to refuse, remove or disable access to Dataroom Contents stored on Nova’s servers that iDeals learns may be illegal or may violate the terms of these Terms of Service, although it has no obligation to do so; (vii) You are solely responsible for protecting the Dataroom Contents on your computer or your other devices for example, by installing anti-virus software, updating your applications, password protecting your files, and not permitting third party access to your computer;
When you purchase the Services, you agree to the applicable pricing and payment terms. Nova may add new features for additional fees and charges, or amend fees and charges for existing features, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms. Your continued use of the applicable Services after any price change becomes effective constitutes your agreement to pay the changed amount.
All fees, including any applicable taxes and transaction fees, are in U.S. Dollars. You must provide a valid credit card at the time you purchase the Services and you will promptly update us if there is any change to your payment information. Any recurring fees will automatically renew at the rates then in effect, are automatically charged to your credit card, and will continue until cancelled in accordance with these Terms. We use a third-party payment processor and you must agree to their terms when entering your payment information, if applicable. By providing your payment information, you agree that we may invoice you for all fees when they become due to us without additional notice or consent.
Nova is not responsible for any charges or expenses you incur resulting from charges billed by Nova in accordance with these Terms. By providing a credit card number or other payment method with advance authorization features, you authorize Nova to continue charging the payment method for all charges due to Nova until your account is settled and your Services are terminated in accordance with these Terms.
All payments are nonrefundable and there are no refunds or credits for partially used periods in the event of a subscription. Following any cancellation, however, your use of the Services will be valid until your paid period is complete, if applicable.
11. Ownership and Proprietary Rights
Except for User Content, Dataroom Contents and Third-Party Services, all data, text, images, logos, software, content, and other information and content available on or through the Services (“Nova Material”), are the property of Nova. The Nova Material is protected by copyright, trademark, and/or other intellectual property laws and you acknowledge and agree that we retain all right, title, and interest in and to the Nova Material. Except as expressly stated in these Terms, you may not sell, transfer, alter, reproduce, distribute, republish, download, display, post, transmit, or use any Nova Material, in whole or in part, by any means.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY, SECURITY, ACCURACY, TIMELINESS, QUALITY, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NOVA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, NOVA, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT: (I) THE SERVICES OR RESULTS THAT ARE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR CORRECT; (II) THE SERVICES OR RESULTS THAT ARE OBTAINED FROM USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; (III) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, TIMELY, UNINTERRUPTED, OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V)THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
NOVA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, CONTENT OR SERVICE ADVERTISED, PROVIDED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND NOVA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS, CONTENT OR SERVICES.
NOVA EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY RELATED TO OR ARISING OUT OF ANY THIRD PARTY’S DATA COLLECTION AND USE PRACTICES. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, NOVA SHALL NOT BE LIABLE FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER INJURY OR DAMAGE SUFFERED BY ANY USER HEREUNDER.
If you live in a state that do not allow for the disclaimer of certain warranties, the disclaimers above may not apply to you.
You agree to defend, indemnify, and hold Nova and its officers, directors, employees, agents, and affiliates (the “Nova Entities”) harmless from any and all third-party claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), arising out of or relating to: (i) your access to or use of the Services or any Third-Party Services; (ii) your violation of any portion of these Terms or any applicable law, rule, or regulation; (iii) the nature and content of all User Content processed by the Services; or (iv) . If you are an organization or entity, then your indemnification obligations under this Section also apply to any use of the Services by your authorized Users.
Nova retains the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control over any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE NOVA ENTITIES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM THE USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF NOVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF THE NOVA ENTITIES AND ITS LICENSORS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER THEORY, ASSOCIATED WITH ANY CLAIM ARISING OUT OF OR RELATING TO USE OF OR ACCESS TO THE SERVICES FOR ANY REASON WHATSOEVER WILL NOT EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT PAID BY YOU TO NOVA FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY; OR (II) ONE HUNDRED DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THIS LIMIT. IF THE JURISDICTION YOU ARE IN DOES NOT ALLOW FOR THE EXCLUSION OF CERTAIN TYPES OF DAMAGES, THEN SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN CERTAIN CIRCUMSTANCES.
16. Alerts and Notifications
By entering into these Terms or using the Services, you agree to receive communications from us, including e-mails, text messages, alerts, and other electronic communications. Standard message and data rates apply to all messages sent to or received from us. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing.
17. Dispute Resolution
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time such informal dispute resolution is pursued, then either party may initiate binding arbitration. Except as expressly set forth herein, any dispute, claim, or controversy (each, a “Claim”) arising out of or relating to these Terms will be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) in accordance with the provisions of its Commercial Consumer Arbitration Rules and the supplementary procedures for consumer related disputes of the AAA, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to any Claim that all or any part of these Terms is void or voidable. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The procedures and rules of the Federal Arbitration Act, 9 U.S.C. § 1, et seq. shall exclusively govern the interpretation and enforcement of any arbitration. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.
You and Nova each acknowledge and agree to waive the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Nova each retain the right to bring an individual action in small claims court or the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyright, trademark, trade secret, patent, or other intellectual property right. If any court or arbitrator determines that the foregoing class action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
In addition to the severability provisions set forth above, in the event that any portion of this arbitration provision is deemed illegal or unenforceable, such provision shall be severed and the remainder of this section shall be given full force and effect. Any Claim or cause of action you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
18. DMCA Copyright Policy
Nova operates the Services in compliance with 17 U.S.C. §512 and the Digital Millennium Copyright Act of 1998 (the “DMCA”). It is our policy to promptly process and investigate notices of alleged copyright infringement and take appropriate actions under the DMCA and other applicable intellectual property laws. The DMCA requires that all notices of alleged copyright infringement must be in writing. When informing the designated agent of an alleged copyright infringement, the complainant must do the following:
Identify the copyrighted work that allegedly has been infringed;
Describe the material that is claimed to be infringing and provide sufficient information to permit Nova to locate that material;
Provide your contact information, including an address, telephone number, and, if available, email address;
Certify or include a statement that the complainant has a good faith belief that the use of the copyright-protected material in the manner complained of is not authorized by the copyright owner, the owner's agent, or law;
The complainant should attest under penalty of perjury that the complainant is authorized to enforce the copyrights that have allegedly been infringed;
Include a physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner.
Before the complainant alleges an infringement, complainant should consult copyright materials to confirm that the use is, in fact, infringing. The United States Copyright Office provides basic information at: http://www.copyright.gov/circs/circ01.pdf, which can assist one in determining whether an exception or defense, such as fair use, may apply to the use of your copyrighted work.
Nova expects all Users to comply with applicable copyright laws. However, if Nova is notified of a claimed copyright infringement, or otherwise becomes aware of facts and circumstances from which infringement is apparent, we will respond appropriately, which may include removing or disabling access to the material that is claimed to be infringing. Nova will follow the procedures outlined in the DMCA with regard to appropriate notifications of the User and the complaining party, acceptance of counter notifications, and, where indicated, "putback" of the alleged infringing material. You may review the DMCA at: http://www.loc.gov/copyright/legislation/dmca.pdf.
Where it has been clearly established that a User is a repeat offender, Nova may, in its sole discretion, terminate that User’s Account. If you believe that your copyrighted work is being infringed on the Services, please notify our designated agent at the email address below.
Except as provided above, these Terms are governed by the laws of the State of California, without regard to conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for the purpose of litigating any dispute. You may not assign or transfer these Terms or your rights herein, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. If any portion of these Terms is held invalid, you agree that such invalidity will not affect the validity of the remaining portions of these Terms. No waiver by Nova of any breach or default of these Terms will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default. These Terms represents the complete agreement between Nova and you regarding the subject matter set forth herein and supersedes all prior agreements and representations between Nova and you.
Please contact us with any questions regarding these Terms, for support, or to cancel the Services at firstname.lastname@example.org.