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Terms of Use

Last updated May 2023

These Terms of Use (this “Terms of Use”) are agreed to between Novus International, Inc., and its affiliates and subsidiaries (collectively, “Novus”) and you, or if you represent an entity or other organization, that entity or organization (in either case, “You”).  Novus offers users (“Users”) the ability to access information, data, online product review information, and other content (“Content”), as well as event registration and other functionality and services (“Services”) described on the Novus platform (the “Platform”). You may access the Platform through the website located at http://www.novusint.com/ or other websites operated by Novus (each, a “Website”).  These Terms of Use apply to the Platform and to the Content and Services available through the Platform, regardless of the Website through which You access or use the Platform, Content, or Services.

Your use of the Website and Platform, or any Content or Services provided through the Platform, shall be deemed to constitute your consent to be legally bound by these Terms of Use, which shall be enforceable in the same way as if you had signed these Terms of Use.

PLEASE CAREFULLY READ THESE TERMS OF USE.  BY ACCESSING OR USING THE PLATFORM, CONTENT, OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS OF USE, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF USE.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, NOVUS IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM, CONTENT, OR SERVICES AND YOU MUST NOT ACCESS OR USE THE PLATFORM, CONTENT, OR SERVICES. 

These Terms of Use include and incorporate the Privacy Policy http://www.novusint.com/en-us/PrivacyStatement relating to the Platform.  You are responsible for compliance with these Terms of Use (including the Privacy Policy).

1.             DEFINITIONS. Terms not defined in these Terms of Use, have their plain English meaning as commonly interpreted in the United States, even if Novus provides a translated version of these Terms of Use.  To the extent any ambiguity or inconsistency exists between the English version of these Terms of Use and a version in any other language, the English (as interpreted in the United States) version of the Terms of Use controls. 

2.             Effective Date.  These Terms of Use are entered into as of the earliest date You first accessed the Website or used the Platform, Content, or Services.

3.             Modifications.  Novus reserves the right, at any time, to modify the Platform, Content, or Services, with or without notice to You, by making those modifications available on the Platform.  Novus also reserves the right, at any time, to modify these Terms of Use in its sole discretion.  Novus will inform You of the presence of any changes to these Terms of Use by posting those changes on the Platform or by providing You with notice through the Platform.  Any modifications will be effective immediately upon posting on the Platform or delivery of such notice through the Platform and will apply to all access to and use of the Platform thereafter.  Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. 

4.             Access.

4.1.             To the Platform.  Subject to Your compliance with these Terms of Use, Novus will permit You to access and use the Platform, Content, and Services solely for lawful purposes and only in accordance with these Terms of Use and any other agreement You agree to with Novus before being given access to any specific aspects of the Platform.  Any additional agreement is in addition to these Terms of Use and will govern Your use of the portions of the Platform to which the additional agreement applies in the event of a conflict between the terms of these Terms of Use and the additional agreement.

4.2.             To Content.  Unless otherwise noted on the Platform, all Content available through the Platform, including all text, audio, video, photographs, illustrations, graphics, testimonials, and other media, is owned by Novus, or Novus’ other third party providers.  You represent and warrant that You will comply with the Privacy Policy as to all Content available through the Platform.  All Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for Your use of any Content.  Subject to Your compliance with these Terms of Use, You may access the Content solely for Your own personal and noncommercial purposes in connection with Your own use of the Platform and Services.  Novus has not verified and makes no guarantees regarding the accuracy of, and will not be responsible for any errors or omissions in any Content.   Except as set forth in these Terms of Use, You are granted no licenses or other rights in or to any Content, or any IPR (as defined below) therein or related thereto.  If You would like to use any Content in a manner not permitted by these Terms of Use, You must obtain the prior written consent of Novus.

4.3.             To Third-Party Services.  The Platform may provide You with the choice to access certain Services developed, provided, or maintained by other third-party service providers ("Third Party Services").  In addition to the terms of these Terms of Use, Your access to and use of any Third Party Services are also subject to any other agreement You may agree to before being given access to the Third Party Services (each, a "Third Party Service Agreement").  The terms of any Third Party Service Agreement (which may include payment of fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of these Terms of Use, but will not apply to any other Services You may access through the Platform.  Except as set forth in these Terms of Use, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of these Terms of Use and that Third Party Service Agreement with respect to the applicable Third Party Services.

5.             Termination.  Novus may suspend or terminate Your use or access to the Platform or any Content or Services, with or without notice to You, upon any actual, threatened, or suspected breach of these Terms of Use or applicable Laws (defined below) or upon any other conduct deemed by Novus, in its sole discretion, to be inappropriate or detrimental to the Platform, Services, Novus, or any other User or third party. In the event of termination for any reason: (1) all rights and subscriptions granted to You under these Terms of Use will terminate; and (2) You will immediately cease all use of and access to the Platform and all Content and Services (including, without limitation, all Content You obtained prior to termination).  You agreed that the sections titled Definitions, Termination, Platform Technology, Ownership, Representations and Warranties, Indemnity, Limitation on Liability, Data Privacy, Feedback, Claims of Infringement, Disputes, Governing Law and Venue, Notices, Linked Sites, and Additional Terms will survive any such termination.

7.             Platform Technology.  The Platform, and the databases, software, hardware and other technology used by or on behalf of Novus to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the "Technology"), constitute valuable trade secrets of Novus.  You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in these Terms of Use; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.

8.             Ownership

8.1.              Technology.  Novus retains all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (“IPR”), in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Platform, Content, and Services under these Terms of Use. 

8.2.              Intellectual Property.  NOVUS, the “” logo, MADE OF MORE, ACIDOMATRIX, ACTIVATE, ALIMET, CIBENZA, GRAINZYME, MFP, MHA, MINTREX, NEXT ENHANCE, SaveMore, Scale Up, Balance, EggShellence, BreederPerformance, and all other product and service names associated with the Platform, Content, and Services are included in the family of trademarks and service marks owned by Novus and its licensors and third party providers, although this is not an all-inclusive list.  Trademarks and service marks designated with the ® are registered with the U.S. Patent and Trademark Office and/or with other foreign countries.  Other trademarks and service marks belonging to Novus may be designated with “SM” or “TM” symbols.  You may not use any Novus trademarks or service marks without Novus’ prior written consent.  Your misuse of the trademarks displayed on the Platform, or any other Content on the Platform, is strictly prohibited.  You are advised that Novus will aggressively enforce its IPR to the fullest extent of the law.  All other brands, trademarks, and names not owned by Novus that appear on the Platform are the property of their respective owners, who may or may not be affiliated with Novus.

9.             REPRESENTATIONS AND WARRANTIES.

9.1.             Mutual.  Each party hereby represents and warrants to the other party that: (a) it has the legal right and authority to enter into these Terms of Use; (b) these Terms of Use form a binding legal obligation on behalf of such party; and (c) it has the legal right and authority to perform its obligations under these Terms of Use and to grant the rights and licenses described in these Terms of Use.

9.2.             Compliance with Laws; Health Information. You acknowledge that the Platform is a general purpose online service and is not specifically designed to facilitate compliance with any specific law.  You represent and warrant to Novus that Your use of and access to the Platform, including any Content or Services, will comply with all applicable laws, rules, and regulations (“Laws”) and will not cause Novus or any other third party to violate any applicable Laws.  Novus is not responsible for notifying You of any such Laws, enabling Your compliance with any such Laws, or for Your failure to comply.  The Platform may from time to time contain information relating to various medical, health, and fitness conditions of animals and their treatment. This is for informational purposes only and is not meant to be a substitute for the advice provided by your own veterinarian or other medical professional. You should not use the information contained herein for diagnosing an animal’s health or fitness problem or disease, and You should always consult your own veterinarian and medical advisors prior to engaging in such activity.

9.3.             No Warranties; Disclaimer. THE PLATFORM, CONTENT, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."  NOVUS AND ITS SERVICE PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE PLATFORM, CONTENT, OR THE PRODUCTS OR SERVICES ADVERTISED ON THE PLATFORM.  NOVUS AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, CONTENT, SERVICES AND OTHER SUBJECT MATTER OF THESE TERMS OF USE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NOVUS, ITS EMPLOYEES, OR SERVICE PROVIDERS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.

NOVUS AND ITS SERVICE PROVIDERS MAKE NO WARRANTY THAT (a) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (b) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY CONTENT OR SERVICES OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS; OR (e) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.  ANY CONTENT OR SERVICES DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

10.          Global Products.  The Platform may contain information regarding different Novus products available in different geographies across the globe, not all of which are available in all locations.  A reference to a product or service on the Platform does not imply that such product or service is or will be available in Your location.  The products referred to on the Platform may be subject to different legal and regulatory requirements depending on country of use.  You should not construe anything on the Platform as a promotion or advertisement of any product or service that is not authorized by the Laws and regulations of Your country of residence.

11.          INDEMNITY.  You hereby agree to indemnify, defend, and hold harmless Novus and its officers, directors, shareholders, affiliates, employees, agents, service providers, contractors, assigns, users, customers, providers, licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation (“Claim”) against any Indemnified Party arising in any manner from: (1) Your access to or use of the Platform, or any Content or Services; (2) Your collection and disclosure of any Content or Services, (3) Your violation of applicable Laws; or (4) Your breach of any representation, warranty, or other provision of these Terms of Use.  Novus will use reasonable efforts to provide You with notice of any such Claim, and Novus will have the right to participate in the defense of any such Claim at its expense.

12.          LIMITATION ON LIABILITY.  NOVUS AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE ACCESS TO OR USE OF THE PLATFORM, CONTENT, OR SERVICES, EVEN IF NOVUS OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, PROFITS OR REPUTATION, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE CONTENT, GOODS OR SERVICES.  NOVUS’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS OF USE AND ALL CONTENT AND SERVICES PROVIDED UNDER THESE TERMS OF USE OR THROUGH THE PLATFORM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $10.  YOU AGREE THAT NOVUS WOULD NOT ENTER INTO THESE TERMS OF USE WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, NOVUS’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13.          Data Privacy.  You expressly consent to the use and disclosure of Your personally identifiable information and other data and information as described in the Privacy Policy (http://www.novusint.com/en-us/PrivacyStatement).  Notwithstanding anything in the Privacy Policy, Novus will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from Your access to and use of the Platform, Services, or Content.  To the extent any such non-personally identifiable data or information is collected or generated by Novus, the data and information will be solely owned by Novus and may be used by Novus for any lawful business purpose without a duty of accounting to You, provided that the data and information are used only in an aggregated form, without directly identifying You or any other entity or natural person as the source thereof.

14.          Feedback.  If You provide Novus any feedback or suggestions regarding the Platform, Content, or Services (“Feedback”), You herby assign to Novus all rights in the Feedback and agree that Novus shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to You.  Novus will treat any Feedback You provide to Novus as non-confidential and non-proprietary.  You agree that You will not submit to Novus any information or ideas that You consider to be confidential or proprietary.

15.          DISPUTES.  Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to these Terms of Use, including the formation, validity, binding effect, interpretation, performance, breach or termination, of these Terms of Use and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to these Terms of Use (each, a "Dispute"), in accordance with the procedures set forth in this Section.  If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration administered by the American Arbitration Association ("AAA") using its Commercial Arbitration Rules and Mediation Procedures then in effect (the "Rules").  Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules.  The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties.  If the parties cannot agree on the appointment of a single arbitrator within 30 days after either party to these Terms of Use delivers a request for arbitration (the "Initial Period"), a neutral arbitrator will be selected as provided in the Rules.  The arbitration will be conducted exclusively in the English language at a site specified by Novus in the State of Missouri, U.S.A.  The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator.  The award of the arbitrators will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party.  Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof.  Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

16.          GOVERNING LAW AND VENUE.  The interpretation of the rights and obligations of the parties under these Terms of Use, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Missouri, U.S.A., as such laws apply to contracts between residents of Missouri without regard to conflict of laws provisions thereof.  Subject to Section 14 (Disputes), each party will bring any action or proceeding arising from or relating to these Terms of Use exclusively in a federal or state court in the State of Missouri, U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Novus. 

17.          NOTICES.  Unless otherwise specified in these Terms of Use, any notices required or allowed under these Terms of Use will be provided to Novus by postal mail to the address for Novus listed on the Platform.  Novus may provide You with any notices required or allowed under these Terms of Use by sending You an email to any email address You provide to Novus, provided that in the case of any notice applicable both to You and other Users of the Platform, Novus may instead provide such notice by posting on the Platform.  Notices provided to Novus will be deemed given when actually received by Novus.  Notice provided to You will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.

18.          LINKED SITES. The Platform, Content, or Services may contain links to third-party sites or content that are not under the control of Novus.  If You access a third-party site or content from the Platform or Services, then You do so at Your own risk and Novus is not responsible for any content on any linked site.  You may establish a link to the Website, provided you do so in a way that  is fair and legal and does not damage Novus’ reputation or take advantage of it, and provided that the link does not state or imply any sponsorship or endorsement of Your site by Novus or any group or individual affiliated with Novus.  You may not use on Your site any Content or marks appearing on the Website or Platform in establishing the link.  You may not frame or otherwise incorporate into another site the Content or other materials on the Platform without the prior written consent of Novus.  Novus reserves the right to withdraw linking permission without notice.

19.          ADDITIONAL TERMS. These Terms of Use will exclusively govern Your access to and use of the Platform, Content, and Services, and are the complete and exclusive understanding and agreement between the parties, and supersede any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Platform, Content, and Services.  All waivers by Novus under these Terms of Use must be in writing to be effective.  Any waiver or failure by Novus to enforce any provision of these Terms of Use on one occasion will not be deemed a waiver by Novus of any other provision or of such provision on any other occasion.  If any provision of these Terms of Use is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force.  The prevailing party in any lawsuit or proceeding arising from or related to this Terms of Use will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal.  You agree that each of Novus’ service providers shall be considered a third party beneficiary of the above provisions, with all rights to enforce such provisions as if a service provider were a party to these Terms of Use.  Neither these Terms of Use nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Novus.  Any assignment in violation of the foregoing will be null and void.  Novus may assign these Terms of Use to any party that assumes Novus’ obligations hereunder.  The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.  Any reference herein to "including" will mean "including, without limitation."