Terms of Use

These Terms of Use ("Terms") govern your access to and use of the Novyra website (the "Site"), which includes all data, information, content, reports, analyses, calculations, scores, graphics, user interfaces, visual interfaces, tools and other materials (collectively, the "Content") provided or made available by Novyra through the Site. These terms form a binding agreement between you and Novyra.

BY ACCESSING OR USING THE SITE, YOU AGREE TO THESE TERMS AND LEGALLY BIND YOURSELF TO THEM. YOUR AGREEMENT IS THE LEGAL EQUIVALENT OF YOUR MANUAL SIGNATURE ON THESE TERMS.

1. Access to the Site.

(a) Subject to your compliance with these Terms, Novyra grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Site in accordance with the terms of these Terms.

(b) You may be required to register for access to the Site. You agree to provide complete and accurate registration information and to keep that information current. You are responsible for maintaining the confidentiality and security of any user names and passwords you use to access the Site. You agree that you are solely responsible for use of your user names and passwords and all transactions and activities occurring under or through the use of your user names and passwords. You agree to notify Novyra immediately if you suspect or become aware that any user name or password has been lost, stolen or compromised and of any unauthorized access to or use of the Site.

(d) Novyra may suspend or terminate your access to the Site at any time with or without notice to you.

2. Ownership and Use.

(a) As between you and Novyra, Novyra owns all rights, title and interest in and to the Site, including, but not limited to, all intellectual property rights in and to the Site. Nothing in these Terms conveys or shall be construed to convey any ownership interest in the Site or any intellectual property rights in or to the Site. Novyra reserves all rights not expressly granted in these Terms. You acknowledge that the Site and the collection, compilation, development, management and promotion thereof are the result of a considerable expenditure of time, effort and money on the part of Novyra.

(b) The Content is provided for informational purposes only. You may only download Content that is made available for download by Novyra via the Site. You may not otherwise download, copy or extract any Content from the Site, including, but not limited to, through the use of any web scraping or automated data collection means.

(c) You agree not to (i) decompose, decompile recompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site; (ii) publish, broadcast, display, retransmit, reproduce, copy, repackage, frame, sell, license, lease, assign, transfer, commercially exploit, modify, create any derivative of or otherwise redistribute all or any portion of the Site, except as explicitly permitted in these Terms; (iii) remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site or any of its Content; (iv) use the Content or any portion of the Content in, or in connection with the creation or provision of, any form of product or service; (v) interfere with or disrupt the integrity or performance of the Site; (vi) attempt to gain unauthorized access to or perform security testing on the Site or its related systems or networks; (vii) copy the Site or any part, feature, function, or user interface thereof; (viii) frame or mirror any part of the Site; or (ix) access the Site or monitor the Site's availability, performance or functionality in order to build a competitive product or service, or for any other benchmarking or competitive purposes.

(d) You may, but are not required to, post, input or upload data, information or other materials to the Site ("Your Content"). You grant to Novyra a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, display, perform, modify, transmit and distribute Your Content. You provide Your Content at your own risk. Novyra does not guarantee the security or confidentiality of Your Content and is not responsible for backing up Your Content.

(e) You grant to Novyra a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Site any suggestion, enhancement request, recommendation, correction, or other feedback provided by you relating to the Site.

3. Warranty and Disclaimers.

(a) You represent and warrant that (i) you are at least eighteen (18) years of age and have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms; and (ii) you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms.

(b) The Site is provided "as is" and "as available" without warranty of any kind. Novyra expressly disclaims all representations and warranties, whether express, implied or statutory, with respect to the Site, including, but not limited to, warranties of merchantability, fitness for a particular purpose and non-infringement and all warranties arising from course of performance, course of dealing and usage of trade or their equivalents under the laws of any jurisdiction. Without limiting the foregoing, Novyra cannot and does not guarantee or make any representation or warranty as to the accuracy, validity, sequence, timeliness, completeness, availability or continued availability of any Content, or the results to be obtained by the use of the Site, or that the Site or the results to be obtained by the use of the Site will be error-free.

4. Limitation of Liability and Indemnification.

(a) Novyra is not liable for any direct, indirect, incidental, special, punitive or consequential damages, however caused, arising out of the Site or these Terms, regardless of the form of the action or the basis of the claim, even if Novyra has been apprised of the possibilities of such damages, and whether or not such damages could have been foreseen or prevented. Notwithstanding the foregoing, Novyra's total aggregate liability to you for any damages arising out of the Site or these Terms is limited to $100.

(b) You shall defend, indemnify and hold harmless Novyra from and against all losses, liabilities, damages, costs, expenses, claims and judgements (including reasonable attorneys' fees and court costs) arising out of or resulting from your use of the Site or breach of these Terms.

5. Privacy.

Personal information provided or collected via the Site is governed by this Privacy Policy, which is incorporated by this reference into these Terms.

6. Miscellaneous.

(a) Certain hyperlinks or referenced websites on the Site may, for your convenience, forward you to third-party websites (which generally are recognized by their top level domain name). Any descriptions of, references to, or links to other websites, products, publications or services does not constitute an endorsement, authorization, sponsorship by or affiliation with Novyra or the Site. Novyra expressly disclaims any responsibility for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party websites. Novyra reserves the right to remove or terminate any hyperlink or hyperlinking program at any time.

(b) You agree (i) that Novyra may identify you as a customer or user of the Site across Novyra's marketing materials, promotional presentations, customer lists, website and other written and electronic materials (name and logo); and (ii) upon reasonable request, to provide input towards and/or participate in Novyra's marketing and promotional activities.

(c) You may not assign or transfer these Terms or any of your rights or obligations under these Terms without Novyra's prior written consent. Any assignment or transfer in violation of these Terms is void.

(d) These Terms and all claims arising out of or related to these Terms are governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be resolved by arbitration under the Commercial Rules of the American Arbitration Association ("AAA"). Three arbitrators shall be selected. Each Party shall select one arbitrator and the two chosen arbitrators shall select the third arbitrator, or, failing agreement on the selection of the third arbitrator, the American Arbitration Association shall select the third arbitrator. Unless otherwise agreed by the parties, arbitration will take place in New York, New York. Either party may initiate arbitration by providing to AAA and the other party a written request for arbitration, setting forth the subject of the dispute and the relief requested. The parties covenant that they will participate in arbitration proceedings in good faith, and that, unless the arbitrators order otherwise, they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of arbitration hereunder by any of the parties, their agents, employees, experts and attorneys, and by the arbitrator, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the arbitration. The provisions of this Section may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorney's fees, to be paid by the party against whom enforcement is ordered.

(e) Any provision of these Terms, which, by its nature, would survive termination or expiration of these Terms will survive any such termination or expiration, including those provisions concerning indemnification and limitation of liability.

(f) The failure of either party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder. If any provision of these Terms is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of these Terms shall remain in full force and effect.

(g) Novyra may modify these Terms at any time. Your continued use of the Site following reasonable notice of such modifications will be deemed to be your acceptance of any changes to these Terms. You agree that notice of changes to these Terms posted on the Site constitutes reasonable notice.

(h) These Terms constitutes the complete agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties with respect thereto.

7. Electronic Signature.

PLEASE CLICK "I AGREE" BELOW TO SIGN THESE TERMS AND THEREBY LEGALLY BIND YOURSELF TO THESE TERMS. CLICKING "I AGREE" IS THE EQUIVALENT OF YOU MANUALLY SIGNING THESE TERMS