Terms of Use - Novagard Store

Effective Date: February 1, 2016, updated April 1, 2021

Welcome to Novagard.com! The Novagard.com website (the “Website”) is owned and operated by Novagard Solutions, Inc. (“Novagard,” “we,” “our,” or “us”). Novagard is a leading-edge company providing engineered solutions for difficult and demanding applications. This Website provides information on the products and services offered by Novagard, and makes some of those products available for purchase for commercial use only.

The Privacy Policy is available here.

The Terms and Conditions of Purchase are available here.

Acceptance of Terms
PLEASE READ THESE TERMS AND CONDITIONS OF USE (“TERMS”) CAREFULLY BEFORE USING THIS WEBSITE. THESE TERMS CONSTITUTE A BINDING LEGAL AGREEMENT THAT GOVERNS YOUR USE OF THIS WEBSITE. THE PERSON WHO IS BROWSING AND ACCESSING THIS WEBSITE (“YOU” OR “YOUR”) MUST AGREE TO THESE TERMS BEFORE USING THE WEBSITE. BY USING THE WEBSITE, YOU INDICATE YOUR ACCEPTANCE OF OUR PRIVACY POLICY AND THESE TERMS, AND YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH OR ACCEPT ANY OF THESE TERMS, THEN PLEASE EXIT THIS WEBSITE IMMEDIATELY AND REFRAIN FROM ANY FURTHER ACCESS AND USE OF THIS WEBSITE.

Changes to Terms
We may, at our sole discretion and without notice, modify or revise these Terms by posting an updated version of these Terms on the Website. We will update the Effective Date of the Terms to reflect the date of the posted changes. Any changes to these Terms will not apply retroactively but instead will only apply prospectively from the published change. Your access to and continued use of the Website after the changes are posted will constitute an acceptance of the revised Terms. We recommend that you review these Terms regularly as the most current published Terms are binding on you.

General Terms and Conditions for the Website

(a) Termination
These Terms are effective until terminated by Novagard. We may immediately suspend or terminate the availability of the Website, in whole or part, to any individual user or all users, for any reason, in our sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Website, or upon notice from Novagard, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Website. The restrictions imposed on you by these Terms, as well as the disclaimers, limitations and indemnities contained herein, shall survive termination.

(b) Target Audience
The Website is intended to serve a general audience, and does not provide specific features or services targeted at children under age 18. Novagard does not knowingly solicit personal information regarding children under age 18.

(c) Accuracy of Content
The information on the Website is believed to be complete and reliable; however, the information may contain technical inaccuracies or typographical errors. In addition, the information provided on the Website was current as of the date on which the information was first posted or otherwise made available. Novagard updates the information posted on the Website as we deem appropriate.

If you have any questions about the existence of more current information, please send those questions to [email protected]. Novagard takes your questions and requests for information seriously, and we will do our best to respond in a timely manner. However, we cannot guarantee a prompt response in all cases.

(d) Availability of Products and Services Mentioned
Currently, Novagard only sells its products through the Website within the fifty (50) states within the United States of America. Product descriptions, specifications, and availability are subject to change. Information that Novagard publishes on the Website may contain references or cross references to products or services that are not available to the general public or in your country. Such references do not imply that we intend to announce or make available such products or services available to the general public or in your country.

(e) Links to Third-Party Websites and Services
This Website may contain links to non-Novagard websites and to third party products and services. These links are provided to you as a convenience, and we does not assume any responsibility for (i) the content of, (ii) the technology implemented by, or (iii) the privacy practices of any linked website or any third party products or services. A link to any non-Novagard website does not imply that we endorse or accept any responsibility for the content or use of such website. Any non-Novagard websites or products or services accessed from the Website are independent from Novagard, and we have no control over the content of those websites, products, or services.
Your Use of the Website

(a) Accounts
Certain features of the Website may require you to register an account or checkout as a guest. In either event, you agree that: (i) you will provide and keep accurate, current, and complete information about yourself; (ii) you will not use an e-mail address that violates the intellectual property or other right of any third party, or is offensive; (iii) you are solely responsible for all activities that occur under your account and during checkout – whether or not you authorized the activity; (iv) you are solely responsible for maintaining the confidentiality of any password you provide; (v) you will immediately notify us of any unauthorized use of your account, or any other breach of security; (vi) we will not be liable for any loss or damage to you or any other third party arising from your failure to comply with any of the foregoing obligations. Our practices governing any resulting collection, use, disclosure, and management of your personal information are disclosed in the Privacy Policy.

(b) User-Generated Content
Novagard may offer you the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Website, or on or in response to our pages or posts on any third party platforms or in connection with any of our promotions by any media or manner, or otherwise submitted to us (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”). Subject to the rights and license you grant in these Terms, you are responsible for and retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content.

(c) Representations and Warranties Related to User-Generated Content
Each time you submit any User-Generated Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User-Generated Content you submit, and that, as to that User-Generated Content, (i) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to submit the User-Generated Content and grant Novagard the rights to it that you are granting by these Terms, all without any Novagard obligation to obtain consent of any third party and without creating any obligation or liability of Novagard; (ii) the User-Generated Content is accurate; (iii) the User-Generated Content does not and, as to Novagard’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (iv) the User-Generated Content will not violate these Terms, or cause injury or harm to any person.

(d) Website Usage Rules
While using the Website, you agree that you will not: (i) upload, send, or otherwise transmit any content or information that is unlawful, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on Novagard’s or any third party’s intellectual property or other rights; (ii) upload, send, or otherwise transmit any information or software that contains a virus, worm, Trojan horse, or other harmful or disruptive component; (iii) modify, adapt, frame, reverse engineer, decompile or disassemble any portion of the Website; (iv) use any spider, robot, crawler, or other automated or manual means to retrieve, index, “scrape”, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Website or the contents of the Website; (v) use the Website for any unlawful purpose. You agree that you will obtain and maintain all telephone, computer hardware, and other equipment needed to access and use the Website. You also agree to comply with all rules, laws, and regulations that apply to your use of the Website, including, without limitation, those governing your transmission or use of any software or data.
Intellectual Property Rights

(a) Ownership of Website Content
This Website, and the information which it contains, including without limitation the text, images, trademarks, trade names, photographs, graphics, logos, illustrations, descriptions, data, and other material provided on the Website (collectively, the “Content”), is the property of Novagard. Unless otherwise noted, all Content is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Except as provided under these Terms, Novagard does not grant to you or any person any right to use, reproduce, copy, modify, transmit, display, publish, sell, license, create derivative works, publicly perform, or distribute by any means, method, or process, now known or developed, any of the Content on or transmitted through the Website, including without limitation by transferring, downloading, or otherwise copying any Content onto a hard drive or other storage medium. Any use of the Content, except as specifically permitted in these Terms or as otherwise permitted in the Content or in a writing signed by Novagard, is strictly prohibited.

(b) License Grant from Novagard
Subject to your strict compliance with these Terms, we grant you a limited, non-exclusive, revocable, non-assignable, non-transferable license to view this Website, and to download and/or print insignificant portions of materials retrieved from this Website provided (i) it is used only for informational purposes, and (ii) you do not remove or obscure the copyright notice or other notices. Except as previously provided above, no part of this Website, including but not limited to materials retrieved from the Website and the underlying code, may be reproduced, republished, copied, transmitted, or distributed in any form or by any means, without the express written permission of Novagard.

(c) License Grant to Novagard
You hereby grant to Novagard, and you agree to grant to Novagard, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (i) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (ii) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. In order to further effect the rights and license that you grant to Novagard to your User-Generated Content, you also hereby grant to Novagard, and agree to grant to Novagard, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, and that of any other person depicted in or otherwise included in your User-Generated Content, without any obligation or remuneration to you or any other party. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 3(c).

(d) Assignment
Novagard may assign its rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. You may not assign or delegate your duties or obligations arising under these Terms without the prior written consent of a duly appointed officer of Novagard.

(e) Reservation of Rights
All rights not expressly granted to you are reserved by Novagard and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise.

(f) Copyright Infringement
Novagard takes claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on the Website infringe your copyright, you may request removal of those materials (or access thereto) from the Website by contacting Novagard’s copyright agent (identified below). Under the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially this information:
1. Identification of the copyrighted work you believe to be infringed. Please describe the work, and where possible include a copy of the location (e.g. URL) of an authorized version of the work.
2. Identification of the material you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
3. Your name, address, telephone number and (if available) e-mail address.
4. A statement you have a good faith belief that the complained of material is not authorized by the copyright owner, its agent, or the law.
5. A statement that the information you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or may act on the copyright owner’s behalf.
6. A signature or the electronic equivalent from the copyright holder or authorized representative.

Novagard’s agent for copyright issues relating to this Website is:
Ronald L. Moeller
Novagard Solutions, Inc.
5109 Hamilton Avenue
Cleveland, OH 44114

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please know that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
Privacy

For information on how Novagard collects, uses and shares your information, please review Novagard’s Privacy Policy. You agree that by using the Website you consent to the collection, use and sharing (as set forth in the Privacy Policy) of such information, including the transfer of this information to the United States and/or other countries for storage, processing, and use by Novagard.
Disclaimer of Warranties, Limitation of Liability, and Indemnity

(a) Disclaimer of Warranties
THE WEBSITE AND ALL CONTENT PROVIDED ON THE WEBSITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, NOVAGARD DOES NOT WARRANT THAT: (i) THE WEBSITE AND THE INFORMATION ON THE WEBSITE, WHETHER CONTRIBUTED BY NOVAGARD OR A THIRD PARTY, IS CORRECT, ACCURATE, RELIABLE, COMPLETE OR FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE UPLOADING AND DOWNLOADING OF CONTENT) PROVIDED BY THE WEBSITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.UNDER NO CIRCUMSTANCES WILL NOVAGARD BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON THE WEBSITE AND INFORMATION IN ANY CONTENT ON THE WEBSITE.

(b) Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL NOVAGARD BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLE OR OTHER INDIRECT DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR THE INFORMATION CONTAINED ON THE WEBSITE, EVEN IF NOVAGARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Indemnification
YOU HEREBY AGREE TO INDEMNIFY, DEFEND (IF REQUESTED BY NOVAGARD), AND HOLD HARMLESS NOVAGARD FOR AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, damages, costs, investigations, liabilities, judgments, settlements, and expenses, including attorneys’ fees, DIRECTLY OR INDIRECTLY ARISING FROM OR RELATED TO: (i) YOUR ACCESS TO AND USE OF THE WEBSITE; (ii) YOUR USER CONTENT/ACCOUNT INFORMATION; (iii) your breach or anticipatory breach of these Terms; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative, and legislative authorities; (v) information or material transmitted through your computer OR MOBILE DEVICE, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or defames any person; OR (vi) any misrepresentation made by you. You will cooperate as fully required by Novagard in the defense of any claim. Novagard reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not settle any claim without the prior written consent of a duly authorized employee of Novagard.

Miscellaneous

(a) Dispute Resolution
You agree that all controversies, disputes, allegations, actions, and claims relating to your access to or use of the Website, and all matters arising out of or related to these Terms of Use (collectively “Dispute”) will be governed by the Federal Arbitration Act (FAA), federal arbitration law, and laws of the State of Ohio, without regard to choice of law principles. If any Dispute relates in any way to your use of the Website, then you agree the Dispute shall be submitted to confidential arbitration in Cleveland, Ohio, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Ohio. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Ohio. Arbitration under these Terms shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever banned.Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. YOU AND NOVAGARD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If for any reason a claim proceeds in court rather than in arbitration, Novagard and you each waive the right to a jury trial.

(b) No Waiver
The failure or delay of Novagard to exercise or enforce any right, power, or remedy of these Terms of Use shall not constitute a waiver of such right or provision. No waiver or modification of any of these Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

(c) Severability
If any provision of these Terms is deemed invalid, unlawful, void, or unenforceable by a court of competent jurisdiction, then that provision will be deemed severable from these Terms, and the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

(d) Interpretation
The section titles are inserted only as a matter of convenience and have no legal or contractual effect. Neither the conduct between the parties nor trade practice will act to modify these Terms. You waive any applicable statutory or common law that may permit a contract to be construed against its drafter.

(e) International Issues
Novagard controls and operates the Website from the U.S.A., and Novagard makes no representation that the Website or the products offered for sale on the Website are appropriate or available for use beyond the fifty (50) states within the U.S.A.

(f) Electronic Communications
When you communicate with us electronically, you consent to receive communications from us electronically. Novagard will communicate with you by e-mail or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Any communication or other information sent to Novagard via e-mail or otherwise in connection with your use of the Website, including but not limited to suggestions, ideas and comments, will be treated as non-confidential and all such information may be used by Novagard for any purpose without compensation. Disclosure shall constitute an assignment of all right, title and interest in such information to Novagard.

(g) Entire Agreement
These Terms of Use, as amended occasionally, constitute the entire Agreement between you and Novagard relating to the subject matter herein and govern your use of the Website. These Terms of Use supersede any prior agreements between you and Novagard regarding the subject matter of these Terms. These Terms of Use will not be modified except in writing signed by both parties or by a posting by Novagard of new Terms of Use, as described above.

(h) Contact Information
If you have questions about the rights and restrictions above, please contact Novagard Solutions, Inc. by e-mail at [email protected].

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General Terms and Conditions for the Website

Your Use of the Website

Intellectual Property Rights

Privacy

Disclaimer of Warranties, Limitation of Liability, and Indemnity

Miscellaneous