Welcome to Novata! Novata is an on-line platform (our “Platform”) seeking to promote and advance sustainable and inclusive capitalism through collection and dissemination of information regarding corporate performance along Environmental, Social and Governance (“ESG”) dimensions and provision of related services (“Services”), available through our website at novata3.wpengine.com and its subdomains (together with any mobile application that we may from time to time make available, “Website”). While general public information regarding our Platform is available through our Website, the functionality of the Platform and our Services are available only to subscribers who agree to separate terms and conditions established on our Website from time to time.

These Terms of Use apply to our Website and all information made available through our Website. These Terms of Use are a legal agreement between you (“You” or “Your”) and Novata, Inc. (“Novata” or “we”, “us” or “our”), establishing terms and conditions under which You shall access and use our Website. The date You first agree to these Terms of Use is referred to herein as the “Effective Date”. Your use of our Website is also subject to our Privacy Policy available on our Website at novata3.wpengine.com/privacy-policy as such Privacy Policy may be updated from time to time. You acknowledge and agree that features and functionality of our Website are expected to change frequently.

BEFORE YOU ACCESS OUR WEBSITE, CAREFULLY READ THESE TERMS OF USE. BY ACCESSING OUR WEBSITE, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THESE TERMS OF USE, THEN DO NOT ACCESS OR USE OUR WEBSITE.

1. General; Our Services

1.1 Access and Use.

Subject to the terms and conditions of these Terms of Use, Novata hereby grants to You a limited, non-exclusive, non-transferable right to access and use our Website, solely for Your personal use and not for the benefit of any other person or entity.

1.2 Restrictions.

You shall not, directly or indirectly, and You shall not permit any third party to, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of our Website; (ii) modify, translate, or create derivative works based on any element of our Website or any related documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use our Website; (iv) use our Website for any purpose other than its intended purpose; (v) interfere with or disrupt the integrity or performance of our Website; or (vi) attempt to gain unauthorized access to our Website.

1.3 Your Standards of Conduct.

By accessing our Website or any chat room, online discussion forum, or other service provided through our Website, You agree to abide by the following standards of conduct. You agree that You will not, and will not authorize or facilitate any attempt by another person to use our Website or any related chat room or online discussion forum to:

Transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Novata;
Submit any content You know is false, misleading, untruthful, or inaccurate;
Engage in commercial activities on our Website or using our Website;
Promote a business or other commercial venture or event, or otherwise use our Website for commercial purposes, except as expressly permitted by Novata;
Use a name or language that Novata, in its sole discretion, deems offensive;
Post defamatory statements;
Post content that is hateful or racially or ethnically objectionable;
Post content which infringes another’s copyright, trademark or trade secret;
Post unsolicited advertising or unlawfully promote products or services;
Harass, threaten or intentionally embarrass or cause distress to another person or entity;
Impersonate another person;
Promote, solicit, or participate in any multi-level marketing or pyramid schemes;
Exploit children under 18 years of age;
Engage in disruptive activity such as sending multiple messages in an effort to monopolize the forum, if any;
Introduce viruses, worms, Trojan horses and/or harmful code to our Website;
Obtain unauthorized access to any computer system through our Website;
Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age);
Solicit personal information from children under 13 years of age;
Violate any federal, state, local, or international law or regulation; or
Encourage conduct that would constitute a criminal or civil offense.

1.4 Disclaimer; Remedies for Violations of Your Standards of Conduct.

Novata is not responsible for any content posted by any other user or third party to a public forum on our Website. In the event Novata makes available any public forum through our Website, Novata reserves the right to (i) record all communications in such forum, (ii) investigate any allegation of violations of the standards set forth in these Terms of Use, (iii) monitor, edit or remove any communications as contemplated in Section 1.3 above, or (iv) terminate a user’s access to such forum.

2. Disclaimers

2.1 Warranty Disclaimers.

OUR WEBSITE AND OTHER SERVICES ARE PROVIDED TO YOU ON AN AS-IS BASIS. YOUR USE OF OUR WEBSITE AND OTHER SERVICES IS AT ITS OWN RISK. NOVATA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NOVATA DISCLAIMS ALL LIABILITY FOR THE LOSS OF DATA ENTERED INTO OR SAVED IN OUR WEBSITE.

2.2 Third Party Product Descriptions and Links.

Third Party Products. We do not currently sell third-party products or services through our Website, but may do so in the future. We may, however, provide certain information or descriptions about our Platform, Services or third party products or services (collectively, “Product Descriptions”) that we prepare or that we obtain from independent third parties. We do not warrant that Product Descriptions or any prices that are referenced are accurate, complete, reliable, current or error-free. You agree that Novata is not liable in any way for the accuracy, completeness, timeliness or correct sequencing of the Product Descriptions or other content on the Website, or for any decision made or action taken by You relying upon the Product Descriptions or other content on the Website.
Links to Third Party Sites. External links on our Website may lead to other websites, including advertised products sold by outside vendors and companies. We are not liable for the content, goods, services, advertising, or other materials found on these external websites. Any logo of any third party used on our Website is a trademark of such third party or its affiliates.
No Third Party Endorsements. In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Novata of that third party or of any product or service provided by a third party. Likewise, a link (including without limitation external websites that are framed by our Website as well as any advertisements displayed in connection therewith) to any third party website does not imply that we endorse or accept any responsibility for the content or use of such a website. Novata does not warrant the performance of any third party.

3. Proprietary Rights

3.1 Ownership.

You acknowledge that our Website and other content available through our Website, and all intellectual property rights therein, are the sole and exclusive property of Novata and its licensors. The service marks and trademarks of Novata, including without limitation “Novata” and the Novata logo, are service marks owned by Novata, Inc. Any other trademarks, service marks, logos and/or trade names appearing via our Website are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

3.2 License to Your Content.

You grant to Novata a royalty-free, nonexclusive, irrevocable, limited right and license to use any content you submit to the Website (“Your Content”) (a) in order to provide our Website and Services; (b) to analyze and improve our Website and any other portion of our Services; and/or (c) to compile and use aggregate or de-identified data, statistics, measurements or other metrics derived from Your Content (including in combination with the aggregate or de-identified customer data of other Novata customers) for its own purposes. Aggregate or de-identified data means data that does not identify You or any other individual.

3.3 Disclosure of Your Content.

Novata shall not disclose Your Content to third parties, except as permitted under these Terms of Use or under the Privacy Policy.

3.4 License to Your Content.

You hereby grant to Novata, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license in and to suggestions, comments and other forms of feedback (“Feedback”) regarding our Website or other Services, including Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in our Services or any other products or services. Feedback is provided by You “as is” without warranty of any kind by You.

3.5 License to Your Content.

If You believe that any content on our Website infringes your copyright, You may request that such content be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information:

identification of the copyrighted work that You believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work;
identification of the content that You believe to be infringing and its location, including a description of the content, and its Website location or other pertinent information that will help Novata to locate such content;
your name, address, telephone number and email address;
a statement that You have a good faith belief that the complained of use of the material is not authorized by the copyright owner, its agent, or the law;
statement that the information in your claim is accurate; and
a statement that “under penalty of perjury,” You declare that You are the lawful copyright owner or are authorized to act on the owner’s behalf.

Novata’s agent for copyright issues relating to our Website and Services is copyright@novatadev.wpengine.com, or Novata, Inc., copyright@novatadev.wpengine.com. In an effort to protect the rights of copyright owners, Novata maintains a policy for the termination, in appropriate circumstances, of users of our Website or Services who are repeat infringers.

4. Indemnification.

By using our Website, You agree to indemnify, hold harmless and defend Novata and its officers, directors, employees and suppliers from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of our Website and/or Your Content.

5. Limitation of Liability.

5.1 Ownership.

NOVATA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE WEBSITE OR ANY CONTENT THEREON. NOVATA WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

5.2 License to Your Content.

NOVATA SHALL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN ONE U.S. DOLLAR ($1).

6. Term and Termination.

6.1 Term.

The term of these Terms of Use shall commence on the Effective Date and continue unless and until terminated as provided in these Terms of Use.

6.2 License to Your Content.

Novata reserves the right to terminate these Terms of Use for any or no reason in its sole discretion at any time.

6.3 License to Your Content.

Upon expiration or termination of these Terms of Use, Your use of and access to our Website shall cease and Novata shall have no obligation to maintain or provide any Your and may in our discretion, unless legally prohibited, delete all Your Content in our systems or otherwise in our possession or under our control.

7. Miscellaneous.

7.1 Entire Agreement.

These Terms of Use, together with any supplemental terms expressly agreed by the parties through our Website concurrently herewith or subsequent hereto, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.

7.2 Changes to these Terms of Use; Waiver.

These Terms of Use may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties or through a click through agreement accepted by You; provided that these Terms of Use as applicable to users of our Website may be unilaterally amended by Novata by posting of such updated Terms of Use on our Website and shall be effective from and after such posting. No term or provision hereof shall be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

7.3 Severability.

If any provision of these Terms of Use is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.

7.4 Governing Law.

These Terms of Use and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the State of New York, USA. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms of Use. For any disputes arising out of these Terms of Use, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in the State of New York, USA.

7.5 Force Majeure.

Neither party shall be liable for any failure or delay in performance under these Terms of Use due to fire, explosion, earthquake, epidemic, storm, flood or other weather; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of these Terms of Use); or any other event beyond the reasonable control of the party whose performance is to be excused.

7.6 Assignment.

You shall not assign Your rights or obligations under these Terms of Use, whether voluntarily or by operation of law or otherwise, without Novata’s prior written consent. Novata may assign its rights or obligations under these Terms of Use without Your prior written consent. Any purported assignment or transfer in violation of this section shall be void. Subject to the foregoing restrictions, these Terms of Use will bind and benefit the parties and their successors and permitted assigns.

7.7 Relationship of the Parties.

Novata is an independent contractor to You. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.

7.8 Contact Us.

Please contact us at support@novatadev.wpengine.com if You have any questions about our Website, Platform or Services.