Novus Partners, Inc.

Terms of Use

 

Last Updated: 5/26/2017

Novus Partners, Inc. (“Novus,” “we,” “us,” or “our”) welcomes you to the reporting service (“Service”) available at  alpha.novus.com  (the “Website”).

We provide the Service to you via the Website subject to the following Terms of Use, which may be updated by us from time to time. By registering on the Website to access and use the Service, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and the terms and conditions of our Privacy Policy, which are hereby incorporated by reference (collectively, this “Agreement.”). If you do not indicate your agreement with these Terms of Use and Privacy Policy by clicking where indicated below, you will not be permitted to use the Service.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

Description of the Service.

Registered Users are individuals employed by or directly affiliated with one or more of our clients (each, an “Affiliated Client”). The Service enables Registered Users to access certain analyses including those related to their Affiliated Client’s portfolio(s) (“Client Analysis”) via the Website. The sources of data used for the Client Analysis may govern the availability of such Client Analysis to each Registered User. Registered Users may access, review and print Client Analysis strictly for their own personal use on behalf of their Affiliated Client.

Novus is not a party to any investment or other transaction (“Transactions”). Accordingly, we shall have no liability to any party in connection with such Transactions, or for any reliance on, or use of, the Client Analysis by Registered Users.

Our relationship with clients is governed by a separate agreement.

Registration.

Application for user registration is initiated through contact with Novus personnel. We are under no obligation to accept any individual as a Registered User, and may accept or reject any registration in our sole and complete discretion.

Each Registered User will be assigned a user ID and password. You may change your user ID and password at your discretion. Each user ID and corresponding password can only be used by one Registered User. You are solely responsible for the confidentiality and use of your user ID and password, as well as for any use, misuse or communications entered through the Website using your user ID and password. You agree to notify us immediately if you become aware of any loss, theft or unauthorized use of your user ID or password, and we reserve the right to delete or change one or both of them at any time and for any reason.

You will not use the Website or the Service to: (i) engage in any commercial activities; (ii) collect any market research for a competing business; (iii) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (iv) cover, obscure, block, or in any way interfere with any privacy or safety feature; (v) interrupt, or attempt to interrupt, the proper operation of the Service through the use of any virus, device, information collection or transmission mechanism, software or routine, or (vi) access or attempt to gain unauthorized access to any data, files, or passwords related to the Service through hacking, password or data mining, or any other means.

Please let us know about inappropriate content or conduct. We reserve the right, in our sole and absolute discretion, to deny you access to the Service, or any portion of the Service without notice.

Intellectual Property.

The Service contains material, such as text, data, financial information, graphics, images, and other material provided by or on behalf of Novus, its clients, and other third parties (collectively, the “Content”). The Content may be owned by us, our clients, or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The publication, use or posting of the Content on any other website, in a networked computer environment, or in any other forum for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Service automatically terminates, and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Novus and its clients (“Trademarks”) used and displayed on the Website, the Service and in the Content, are registered and unregistered trademarks or service marks of Novus, our clients and other third parties. Nothing on the Website, Service or the Content should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Trademarks inures to our benefit.

Elements of the Website and the Service are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated, in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

Communications to Us; User Submissions; Publicity.

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.

Warranty Disclaimer

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE WEBSITE, THE SERVICE, OR THE CONTENT, WHICH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. YOU AGREE THAT YOU USE THE WEBSITE, THE SERVICE AND THE CONTENT ENTIRELY AT YOUR OWN RISK.

Limit of Liability.

IN NO EVENT SHALL NOVUS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM BUSINESS INTERRUPTION) RESULTING FROM YOUR USE OR INABILITY TO USE THE WEBSITE, THE SERVICE OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF NOVUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

External Sites.

The Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

Indemnification.

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use, or misuse of the Content or the Service. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

Compliance with Applicable Laws.

The Website and the Service is based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the Service from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Termination.

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Service, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Service at any time without prior notice or liability.

Digital Millennium Copyright Act.

Novus will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

Novus, Inc.
Attention: DMCA
200 Park Avenue, Floor 27
New York, NY 10166

If you believe that your work has been copied on the Service in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Service where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Miscellaneous.

This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE, THE SERVICE OR THE CONTENT MUST COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications to Novus,” “No Warranties/Limitation of Liability,” “Indemnification,” “Limit of Liability,” “Termination of the Agreement,” and “Miscellaneous.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.