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Terms of Service   Payment Agreement

 

 

 

GoFiler Online

TERMS OF SERVICE

 

Introduction

GoFiler Online and Go16 Online (collectively, the “Services”) grant limited rights to use Novaworks’ intellectual property. The Services are provided by Novaworks, LLC (“Novaworks”), located at 333 Metro Park, F-500, Rochester, NY 14623, United States.

The following Terms of Service (the “TOS”) govern your use of the Services and may not be modified by you.  If you are using the Services on behalf of an organization, you agree to the TOS on behalf of that organization.

By using the Services, you are agreeing to the TOS. You may not use or access the Services if you do not agree to the TOS.

Personal Use and Responsibility

Subject to this TOS, you are hereby granted a limited, nonexclusive and nontransferable license to access and use part or all of the Services. You are solely and strictly responsible for the use of the Services and the content of any transmissions you make using the Services on behalf of yourself or your employer, its affiliates and their respective directors, officers, employees and agents and every other person or entity which accesses the Services using your account. Notwithstanding the foregoing, resale or transfer of all or any portion of the Services, or any rights to use the Services, is strictly prohibited, except as authorized in writing by a duly authorized officer of Novaworks, and any attempt to do so shall be void and of no force and effect.

You agree to follow any policies made available to you within the Services, including the TOS and any other policy, such as an acceptable use or privacy policy.

Compliance with Law

Your use of the Services shall at all times comply with United States, state, municipal, foreign and international statutes, laws, regulations, rules, conventions, pacts, standards, requirements, restrictions or orders (collectively, “Laws”) of any governmental or quasi-governmental department, commission, body, board, bureau, agency, authority, instrumentality, internet domain registry, court, tribunal or arbitral forum having jurisdiction (collectively, “Government Body”). You expressly agree that your use of the Services shall only be for lawful purposes, and you shall not engage in or permit transmission or storage of any information, data or material in contravention or other violation of any Laws. 

The information on this site is designed to provide accurate and authoritative information in regard to the subject matter covered. It is published with the understanding that the publisher is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, the services of a competent professional person should be sought. 

You hereby acknowledge and agree that (a) you have and shall have the sole responsibility hereunder to be aware of all existing Laws and of all new Laws and any amendments, changes, or interpretations of Law as any thereof may apply to your access to and use of the Services, (b) Novaworks has no obligation to notify or advise you with respect to any Laws, and (c) any suggestion or advice Novaworks may give with respect to Laws, or compliance therewith, shall be entirely gratuitous and without liability to Novaworks.

Intellectual Property Rights

You hereby represent and warrant to Novaworks that your use of the Services shall not infringe the copyright, trademark, trade secret and other intellectual property rights of Novaworks or any other person or entity.

You hereby agree that you will not do anything inconsistent with Novaworks’ intellectual property rights in and to the Services or in the Novaworks name or logo and, in particular, without limitation you will neither reverse engineer the Services to discover its underlying design or inner workings nor register or attempt to register the Novaworks name or logo, or any similar name, with any Government Body in connection with services similar to the Services, or otherwise. 

If you infringe Novaworks’ intellectual property rights or exceed the scope of permitted use of the Services, you hereby agree that Novaworks will be irreparably injured and, in addition to its other rights and remedies, may obtain a court order to enjoin you from such actions.

Using the Services

You agree not to misuse the Services, or encourage or permit any other persons or entities which have access to the Services through your account, to do so. Any such action would be considered “system abuse” and is prohibited. The examples named in the following list are non-exclusive, and are provided for your guidance only:

Access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk);
Use the Services in such a manner as would give rise to civil liability or for any illegal purposes;
Use the Services for any purposes leading to the disruption of network equipment, network services or the users of those services;
Use the Services for any purposes leading to the disruption of any third party system or network, including the Securities and Exchange Commission equipment, services or the users of those services;
Use the Services to interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services or the EDGAR System or any other third party system;
Use the Services to send unsolicited communications, promotions or advertisements, or spam;
Use the Services to send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
Use the Services, to transmit any data to the Securities and Exchange Commission or the EDGAR System which you are not duly authorized to transmit.

Using the Services File Cloud

As part of the Services, you are granted access to the Services File Cloud. When you use the Services, you store data such as files, content, messages, contact information, issuer information, and EDGAR information and other sensitive material (“Data”). By using the Services, you agree that your Data is your property or the property of your organization or that you or your organization is authorized to upload and use such Data. You retain ownership of any intellectual property rights that you hold in your Data. Novaworks claims no rights or responsibilities to your Data except for the limited rights that enable Novaworks to offer the Services.

You agree not to misuse the Services File Cloud, or encourage or permit any other persons or entities which have access to the Services through your account, to do so. Any such action would be considered “system abuse” and is prohibited. The examples named in the following list are non-exclusive, and are provided for your guidance only:

Use the Services File Cloud to store any data for use outside the scope of the intended purpose of the Services or outside of Securities and Exchange Commission EDGAR purposes;
Use the Services File Cloud to probe, scan, or test the vulnerability of any system or network;
Use the Services File Cloud to breach or otherwise circumvent any security or authentication measures either pertaining to the Services or to a third party network;
Access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services to which you have not been granted access;
Interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
Circumvent storage space limits;
Publish, store, or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence;
Advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability, or impairment;
Violate the Laws in any way, including storing, publishing or sharing material that is fraudulent, defamatory, or misleading;
Violate the Laws in any way, including storing, publishing or sharing material that infringes on the copyright, trademark, trade secret or other intellectual property rights of any person or entity, including the property rights of Novaworks;
Violate the privacy or infringe the rights of others.

When you upload, submit, store, send or receive content to or through the Services and the Services File Cloud, you give Novaworks a worldwide license to use, host, store, reproduce and modify such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving the Services. This license continues even if you stop using the Services and the Services File Cloud.

You agree that you have the necessary rights to grant us this license for any content that you submit to the Services and the Services File Cloud.

About Software in the Services

The Services include downloadable software that updates automatically on your device once a new version or feature is available. The downloadable software includes its own licensing, which you must accept and agree to during the software installation process. This license is included with the software and can be accessed through the software at any time.

You may not copy, modify, distribute, sell, or lease any part of the Services or included software, nor may you reverse engineer or attempt to extract the source code of that software.

Terminating the Services

Novaworks has the right in its sole and absolute discretion to terminate the TOS and shut down and disconnect the Services without cause at any time without notice to you. No termination fee or other liability shall be due or caused as a result of such termination, shutdown and disconnection.  

Warranties, Liabilities and Disclaimers

YOU UNDERSTAND AND AGREE THAT EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND NOVAWORKS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, ORAL OR WRITTEN, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR NATURE OF THE DATA FROM WHICH THE SERVICES ARE COMPILED, THE MERCHANTABILITY AND FITNESS FOR YOUR PARTICULAR PURPOSE NOR THE COMPATIBILITY OF THE SERVICES WITH YOUR HARDWARE AND SYSTEMS. LICENSOR DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE; NOR DOES NOVAWORKS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER’S REQUIREMENTS, WILL BE TIMELY, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE SYSTEM, OR DATA.

NOVAWORKS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID TO NOVAWORKS DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

UNDER NO CIRCUMSTANCES SHALL NOVAWORKS BE LIABLE TO YOU OR ANY THIRD PARTY HEREUNDER FOR SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST REVENUES, LOST DATA, FINES OR OTHER FEES PAYABLE TO A GOVERNMENT AGENCY OR REGULATORY AUTHORITY, OR LOSS OF BUSINESS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE EVEN IF NOVAWORKS WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION, NOVAWORKS’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

No action, suit or proceeding against either Party shall be commenced by the other Party more than one (1) year after the Services are used which is the basis for such action, suit or proceeding, or more than one (1) year after expiration or earlier termination of the TOS.

Indemnification

You hereby agree to indemnify and hold harmless Novaworks, its affiliates and their respective directors, officers, employees, agents and independent contractors from and against any lawsuits, claims, loss, damages or liabilities including, without limitation, legal fees and expenses (collectively, “Loss”) (and all actions, suits or proceedings (collectively, “Actions”) in respect thereof) to which Novaworks may become subject involving or related to or arising out of the use of the Services by you or any other person or entity who has access to the Services through your account including, without limitation, (a) any violation of the TOS or Laws by you or any other person or entity who has access to the Services through your account, (b) any system abuse or other use of the Services or the Internet and the placement or transmission of any message, information, software, or other materials on the internet by you or any other person or entity who has access to the Services through your account, and (c) any claim based upon the alleged infringement of intellectual property rights by you or any other person or entity who has access to the Services through your account.

This section shall survive termination or earlier expiration of the TOS or your account.

About the TOS

Novaworks reserves the right to change the Services or the TOS at any time upon advance notice by posting to the Site. Your continued use of the Services after such notice constitutes your binding acceptance of the terms and conditions in the TOS, including any changes or modifications made by Novaworks as permitted above. If at any time the terms and conditions of the TOS are no longer acceptable to you, you should immediately cease use of the Services.

The TOS governs in case of conflict with any purchase order, invoice or any other agreement or document excepting the Services Payment Agreement. No oral or written representations, warranties, or agreements may be made contradicting, abridging or limiting the TOS and no amendments or other changes may be made to the TOS.

Governing Law

The TOS shall be governed by the laws of the State of New York applicable to contracts between New York residents to be entered into and performed entirely within the State of New York. Both parties agree that the exclusive venue for any proceeding or action between or among the parties shall lie in Monroe County, New York, and each party irrevocably waives any objection to such exclusive venue and to a trial by jury. If Novaworks is required to enforce the TOS or its rights, you agree it is reasonable to send your legal notices and papers by electronic mail at your stated address.  

Novaworks shall be entitled to recover from you all of its defense costs including, without limitation, reasonable legal fees and expenses and court costs if you sue Novaworks with respect to the TOS or the Services and don’t win.

This section shall survive termination or earlier expiration of the TOS or your account.

Force Majeure

Neither party shall be liable for any delay or failure in performance of any part of the TOS to the extent such delay or failure is caused by an event of Force Majeure, including but not limited to, fire, flood, explosion, accident, war, act of terrorism, strike, embargo, governmental requirement, civil or military authority, Act of God, inability to secure materials, labor or transportation, acts or omissions of common carrier or warehouseman, failure of performance by third-party supplier, or any other causes beyond its reasonable control.

This section shall survive termination or earlier expiration of the TOS or your account.

 

You have read and understand the TOS. Your acceptance of the TOS entered in electronic form, or a hardcopy duplicate in good form, shall be considered an original document with authenticated signature entered into and performed in Monroe County, New York and admissible into evidence as full and unconditional agreement with the terms, conditions, disclaimers and limitations of liability and remedies set forth in the TOS. Any provision found by a court to be illegal or unenforceable shall automatically be deemed conformed to the minimum requirements of law, and it, with all other provisions, shall be given full force and effect. Waiver of a provision in one instance shall not preclude Novaworks’ enforcement of it on future occasions.

Copyright © 2016 Novaworks,LLC. All Rights Reserved. 
Last Modified:  March 14, 2016.

 

 

 

 

 

GoFiler Online

PAYMENT AGREEMENT

Introduction

GoFiler Online and Go16 Online (collectively, the “Services”) grant limited rights to use Novaworks’ intellectual property. You can use the Services for free, and certain content and features are available for purchase (the “billable portions of the Services”). The Services are provided by Novaworks, LLC (“Novaworks”), located at 333 Metro Park, F-500, Rochester, NY 14623, United States.

The Services includes portions of the web site located at http://www.gofiler.online (the “Site”).

The following Payment Agreement (the “Agreement”) governs your use of the billable portions of the Services and may not be modified by you.  If you are using the Services on behalf of an organization, you agree to the Agreement on behalf of that organization.

By using the billable portions of the Services, you are agreeing to this Agreement and to the Services’ Terms of Service. In the event of any inconsistency between this Agreement and the Terms of Service, the terms of this Agreement shall govern.

Personal Use and Responsibility

You represent and warrant that you are of sufficient legal age to use the Services and the Site and to create binding legal obligations for any liability you may incur as a result of the use of the Services. You agree to be responsible for all of your use of the Services (as well as for use of your User ID and password(s) by others). You agree to supervise all usage under your name or account.

You represent and warrant that you are duly authorized to use the Services and the Site to transmit data to the Securities and Exchange Commission on your behalf or on the behalf of any person or entity for which you transmit data to the Securities and Exchange Commission.

You represent and warrant that you are duly authorized to use any credit card information that you provide in the Site.

Payment Terms

The Services provides three (3) payment options: Pay As You Go, Pre-Purchased Filing Credits (“Pre-Pay”), and Unlimited Subscription. Before you can use any billable portions of the Services, you must select a valid payment option and agree to this Agreement.

Billable Portions of the Services

The majority of the features and content within the Services is provided to you free of charge. The billable portions of the Services include submitting a GoFiler project or EDGAR submission to the Securities and Exchange Commission via the File LIVE function within the Go16 Online part of the Services. A GoFiler project or EDGAR submission with the LIVE flag turned on (a “LIVE filing”) will be tracked by the Services.

For each LIVE filing that is accepted by the EDGAR System, you agree to:

For Pay As You Go: pay the price specified in the Site at the time of your filing; or

For Pre-Pay: pay the price specified in the Site at the time of your filing credit purchase.

In lieu of either the Pay As You Go option or the Pre-Pay option, you can agree to pay the Unlimited Subscription fee, which entitles you to unlimited access to all billable portions of the Services for the term of the subscription, regardless of how many times you access the billable portions of the Services.

Purchase of Filings (Pay As You Go)

Filings may be purchased by providing credit card information within the Billing portion of the Site. Filing credits can be purchased online with VISA, MasterCard, AMEX or Discover.

The price of filings purchased through the Site will be the price specified in the Site at the time of your LIVE filing. LIVE filings that are accepted by EDGAR will be aggregated into a single daily charge. Upon presentation of credit card information you warrant that you are the cardholder or that you have been authorized by the cardholder to present the credit card information, and that the billing information provided is accurate. By submitting one or more LIVE filings that are accepted by EDGAR, you authorize Novaworks to charge the designated credit card for the total amount of the daily charge at the end of the calendar day.

Filing Credits

Filing credits can be purchased from the Filing Credit Purchase Page within the Billing portion of the Site. Filing credits can be purchased online with VISA, MasterCard, AMEX, Discover, or with a check by mail or using a PayPal account.

The price of credits purchased through the Site will be the price specified in the Site at the time of your purchase. Upon presentation of credit card information you warrant that you are the cardholder or that you have been authorized by the cardholder to present the credit card information, and that the billing information provided is accurate. By approving the purchase of the product or service, you authorize Novaworks to charge the designated credit card for the total amount of the purchase at the time of the purchase.

Filing credits are purchased in specified packages and are non-refundable.

Registration Data and Account Security

In consideration of your use of the Services, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration and billing information forms on the Site (“Account Information”); (b) maintain and promptly update the Account Information, and any other information you provide to Novaworks, to keep it accurate, current and complete; (c) maintain the security of your password and User ID; (d) notify Novaworks immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility for any and all activities that occur under your account; and (f) accept all risks of unauthorized access to the Account Information and any other information you provide to Novaworks.

You agree that your account may fall out of “good standing” if you fail to comply with the terms of this Agreement. The examples named in the following list are non-exclusive, and are provided for your guidance only:

If you fail to provide a valid credit card and attempt to use the billable portions of the Services, you acknowledge that your access to certain portions of the Services will be interrupted and you will be unable to use the billable portions of the Services until you rectify the error within the Account Information.
If you are paying by check and the check is returned for insufficient funds, you acknowledge that your access to certain portions of the Services will be interrupted and you will be unable to use the billable portions of the Services until you rectify the error with Novaworks’ Accounts Receivable. (You can contact Accounts Receivable by calling 1-585-424-1700.)
If you are paying by check and you fail to pay on time, you acknowledge that your access to certain portions of the Services will be interrupted and you will be unable to use the billable portions of the Services until you rectify the error with Novaworks’ Accounts Receivable. (You can contact Accounts Receivable by calling 1-585-424-1700.)

Confidential Information

You acknowledge that the Confidential Information (defined below) which you obtain through the entering into of this Agreement and the use of the Services constitutes valuable, confidential, proprietary information of Novaworks, and you agree that during the term of this Agreement and thereafter you shall not, without the express written consent of Novaworks, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement or as required by applicable law.

For the purposes of this Agreement, “Confidential Information” means any and all data, information, documents, software or materials relating to the business and management of Novaworks, its users, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, financial information, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade secrets, training materials, personnel, clients, methodologies, Site content belonging to others and other intellectual property.

Terminating the Services

Novaworks has the right in its sole and absolute discretion to terminate the Agreement and shut down and disconnect the Services without cause at any time without notice to you. No termination fee or other liability shall be due or caused as a result of such termination, shutdown and disconnection.  

Warranties, Liabilities and Disclaimers

YOU UNDERSTAND AND AGREE THAT EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND NOVAWORKS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, ORAL OR WRITTEN, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR NATURE OF THE DATA FROM WHICH THE SERVICES ARE COMPILED, THE MERCHANTABILITY AND FITNESS FOR YOUR PARTICULAR PURPOSE NOR THE COMPATIBILITY OF THE SERVICES WITH YOUR HARDWARE AND SYSTEMS. LICENSOR DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE; NOR DOES NOVAWORKS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER’S REQUIREMENTS, WILL BE TIMELY, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE SYSTEM, OR DATA.

NOVAWORKS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID TO NOVAWORKS DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

UNDER NO CIRCUMSTANCES SHALL NOVAWORKS BE LIABLE TO YOU OR ANY THIRD PARTY HEREUNDER FOR SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST REVENUES, LOST DATA, FINES OR OTHER FEES PAYABLE TO A GOVERNMENT AGENCY OR REGULATORY AUTHORITY, OR LOSS OF BUSINESS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE EVEN IF NOVAWORKS WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION, NOVAWORKS’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

No action, suit or proceeding against either Party shall be commenced by the other Party more than one (1) year after the Services are used which is the basis for such action, suit or proceeding, or more than one (1) year after expiration or earlier termination of the Agreement.

Indemnification

You hereby agree to indemnify and hold harmless Novaworks, its affiliates and their respective directors, officers, employees, agents and independent contractors from and against any lawsuits, claims, loss, damages or liabilities including, without limitation, legal fees and expenses (collectively, “Loss”) (and all actions, suits or proceedings (collectively, “Actions”) in respect thereof) to which Novaworks may become subject involving or related to or arising out of the use of the Services by you or any other person or entity who has access to the Services through your account including, without limitation, (a) any violation of the Agreement or Laws by you or any other person or entity who has access to the Services through your account, (b) any system abuse or other use of the Services or the Internet and the placement or transmission of any message, information, software, or other materials on the internet by you or any other person or entity who has access to the Services through your account, and (c) any claim based upon the alleged infringement of intellectual property rights by you or any other person or entity who has access to the Services through your account.

This section shall survive termination or earlier expiration of the Agreement or your account.

About the Agreement

Novaworks reserves the right to change the Services or the Agreement at any time upon advance notice by posting to the Site. Your continued use of the billable portions of the Services after such notice constitutes your binding acceptance of the terms and conditions in this Agreement, including any changes or modifications made by Novaworks as permitted above. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you should immediately cease use of the billable portions of the Services.

The Agreement governs in case of conflict with any purchase order, invoice or any other agreement or document. No oral or written representations, warranties, or agreements may be made contradicting, abridging or limiting the Agreement and no amendments or other changes may be made to the Agreement.

Governing Law

The Agreement shall be governed by the laws of the State of New York applicable to contracts between New York residents to be entered into and performed entirely within the State of New York. Both parties agree that the exclusive venue for any proceeding or action between or among the parties shall lie in Monroe County, New York, and each party irrevocably waives any objection to such exclusive venue and to a trial by jury. If Novaworks is required to enforce the Agreement or its rights, you agree it is reasonable to send your legal notices and papers by electronic mail at your stated address.  

Novaworks shall be entitled to recover from you all of its defense costs including, without limitation, reasonable legal fees and expenses and court costs if you sue Novaworks with respect to the Agreement or the Services and don’t win.

This section shall survive termination or earlier expiration of the Agreement or your account.

Force Majeure

Neither party shall be liable for any delay or failure in performance of any part of the Agreement to the extent such delay or failure is caused by an event of Force Majeure, including but not limited to, fire, flood, explosion, accident, war, act of terrorism, strike, embargo, governmental requirement, civil or military authority, Act of God, inability to secure materials, labor or transportation, acts or omissions of common carrier or warehouseman, failure of performance by third-party supplier, or any other causes beyond its reasonable control.

This section shall survive termination or earlier expiration of the Agreement or your account.

 

 

You have read and understand the Agreement. Your acceptance of the Agreement entered in electronic form, or a hardcopy duplicate in good form, shall be considered an original document with authenticated signature entered into and performed in Monroe County, New York and admissible into evidence as full and unconditional agreement with the terms, conditions, disclaimers and limitations of liability and remedies set forth in the Agreement. Any provision found by a court to be illegal or unenforceable shall automatically be deemed conformed to the minimum requirements of law, and it, with all other provisions, shall be given full force and effect. Waiver of a provision in one instance shall not preclude Novaworks’ enforcement of it on future occasions.

Copyright © 2016 Novaworks,LLC. All Rights Reserved. 
Last Modified:  March 14, 2016.