TERMS OF USE
Last Updated: 01/01/2018


Terms of Use

1. Introduction

  • Welcome to Noviland! Your use of Noviland’s services, including the services Noviland makes available through this website (the “Site”), and any other software or services offered by Noviland in connection with the Site (the “Services”) is governed by these terms of service (the “Terms”), so please carefully read them before using the Services. For the purposes of these Terms, “we,” “our,” “us,” and “Noviland” refer to Noviland, Inc., the providers and operators of the Services.

  • In order to use the Services, you must first agree to these Terms. If you are registering for or using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will also refer to that organization, wherever possible.

  • You must be over 13 years of age to use the Services, and children under the age of 13 cannot use or register for the Services. If you are over 13 years of age but are not yet of legal age to form a binding contract (in many jurisdictions, this age is 18), then you must get your parent or guardian to read these Terms and agree to them for you before you use the Services. If you are a parent or guardian and you provide your consent to your child's registration with the Services, you agree to be bound by these Terms with respect of your child’s use of the Services.

  • You agree your purchases and/or use of the Services, or any Goods through the Services, are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Noviland or any of its affiliates regarding future functionality or features.

  • BY USING, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING THE SERVICES OR ANY MATERIALS INCLUDED IN OR WITH THE SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE, DOWNLOAD, INSTALL, OR OTHERWISE ACCESS THE SERVICES.

PLEASE NOTE THAT IF YOU HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH NOVILAND FOR USE OF SERVICES, THE TERMS AND CONDITIONS OF SUCH OTHER AGREEMENT SHALL PREVAIL OVER ANY CONFLICTING TERMS OR CONDITIONS IN THESE TERMS.

2. Description of Services

  • Noviland provides a web platform for creators, wholesalers, and other individuals (“Users”) to order goods and products pursuant to the Users’ specifications (the “Goods”).

  • Users place orders (“Orders”) by first filling out and submitting an online request for quote form (“RFQ”). Once submitted, Noviland will review the RFQ and follow up with the User to collect any additional necessary information, confirm the terms of the Order, and provide a price quote (“Quote”). Quotes will be valid for period of time specified in the Quote.

  • Once the Order terms and Quote are accepted by the User (referred to hereinafter as a “Confirmed Order”) and once the User has submitted the up-front payment required by Noviland, Noviland will work with a manufacturer in its network to complete the Order and have the Goods delivered to the User in accordance with these Terms and the terms of the Confirmed Order.

    3. Change Orders and Cancellations

You may request a change to or cancellation of your Confirmed Order, provided production on the order has not yet begun. Please contact us at [email protected] or (408) 800-1347 during our normal hours of operation to request a change to your Confirmed Order. Please have your sales order or customer number ready for better assistance. Please note that changes to a Confirmed Order may result in an increase or modification of the Quote, and that cancellations may incur a processing fee.

4. Your Account

In the course of registering for or using the Services, you may be required to provide Noviland with certain information, including your name, organization name, contact information, username and password (“Credentials”). Noviland handles such information with the utmost attention, care and security. Nonetheless, you, not Noviland, shall be responsible for maintaining and protecting your Credentials in connection with the

Services. If your contact information or other information relating to your account changes, you must notify Noviland promptly and keep such information current. You are solely responsible for any activity using your Credentials, whether or not you authorized that activity. You should immediately notify Noviland of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify Noviland immediately.

5. Content

  • A variety of information, reviews, recommendations, messages, comments, posts, text, graphics, software, photographs, videos, data, and other materials (“Content”) may be made available through the Services by Noviland or its suppliers (“Noviland-Supplied Content”). While Noviland strives to keep the Content that it provides through the Services accurate, complete, and up-to-date, Noviland cannot guarantee, and is not responsible for the accuracy, completeness, or timeliness of any Noviland-Supplied Content.

  • You acknowledge that you may also be able to create, transmit, publish or display information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) through use of the Services. All such information is referred to below as “User Content.”

  • You agree that you are solely responsible for (and that Noviland has no responsibility to you or to any third party for) any User Content, and for the consequences of your actions (including any loss or damage which Noviland may suffer) in connection with such User Content. If you are registering for these Services on behalf of an organization, you also agree that you are also responsible for the actions of associated Users and for any User Content that such associated Users might upload, record, publish, post, link to, or otherwise transmit or distribute through use of the Services. Furthermore, you acknowledge that Noviland does not control or actively monitor Content uploaded by users and, as such, does not guarantee the accuracy, integrity or quality of such Content.

  • Noviland may refuse to store, provide, or otherwise maintain your User Content for any or no reason. Noviland may remove your User Content from the Services at any time if you violate these Terms or if the Services are canceled or suspended. If User Content is stored using the Services with an expiration date, Noviland may also delete the User Content as of that date. User Content that is deleted may be irretrievable. You agree that Noviland has no responsibility or liability for the deletion or failure to store any User Content or other communications maintained or transmitted through use of the Services.

  • Noviland reserves the right (but shall have no obligation) to monitor and remove User Content from the Services, in its discretion. You agree to immediately take down any Content that violates these Terms, including pursuant to a takedown request from

Noviland. In the event that you elect not to comply with a request from Noviland to take down certain Content, Noviland reserves the right to directly take down such Content.

By submitting, posting or otherwise uploading User Content on or through the Services you give Noviland a worldwide, royalty-free, sublicensable and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Content for the purpose of enabling Noviland to provide you with the Services, and for the purposes stated in our Privacy Policy.

6. Proprietary Rights

  • You acknowledge and agree that Noviland (or Noviland’s licensors) own all legal right, title and interest in and to the Services and Noviland-Supplied Content and that the Services and Noviland-Supplied Content are protected by copyrights, trademarks, patents, or other proprietary rights and laws (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

  • Except as provided in Section 5, Noviland acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you create, upload, submit, post, transmit, share or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Noviland, you agree that you are responsible for protecting and enforcing those rights and that Noviland has no obligation to do so on your behalf.

  • You represent and warrant that any User Content that you submit, post or display through the Services does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party.

    7. License from Noviland and Restrictions on Use

  • Noviland gives you a personal, worldwide, royalty-free, non-assignable and non- exclusive license to use the software provided to you as part of the Services. This license is for the sole purpose of allowing you to access the Services to place Orders and purchase Goods, in the manner permitted by these Terms.

  • You may not (and you may not permit anyone else to: (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Noviland, in writing

(e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Services or any applications running on the Services.

  • You may not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

  • You may not access the Services in a manner intended to avoid incurring fees or exceeding usage limits or quotas.

  • You may not access the Services for the purpose of bringing an intellectual property infringement claim against Noviland or for the purpose of creating a product or service competitive with the Services. You may not use any robot, spider, site search/retrieval application or other manual or automatic program or device to retrieve, index, “scrape,” “data mine” or in any way gather Content from the Services.

  • You agree that you will not upload, record, publish, post, link to, transmit or distribute User Content, or otherwise utilize the Services in a manner that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Noviland, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) utilizes or contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).

  • You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. You affirm that you are over the age of 13, as the Services are not intended for children under 13.

8. Pricing and Shipping Terms

Pricing terms (such as the total cost of the Goods and payment schedule) will be specified in your Confirmed Order, and such terms shall be binding only with regards to such Confirmed Order.

Unless specified otherwise in a Confirmed Order:

The Quote provided to you will include the shipping and handling charges for the Goods. The shipping and handling method will be specified in the Confirmed Order.

Noviland reserves a purchase money security interest in the product(s) until its receipt of the full amount due. You agree to allow Noviland to sign appropriate documents on your behalf to permit Noviland to protect its purchase money security interest.

Noviland will advise you of estimated shipping dates, but Noviland will, under no circumstances, be responsible for delays in delivery, and associated damages, due to events beyond its reasonable control, including without limitation, acts of God or public enemy, acts of federal, state or local government, unforeseen inspection/shipping delays, fire, floods, civil disobedience, strikes, lockouts, and freight embargoes.

All late payments by you will bear interest at the rate of 1.5% per month or the highest rate allowed by law, whichever is greater, calculated from the date the payment was initially due.

9. Privacy Policy

  • These Services are provided in accordance with our Privacy Policy, which can be found at www.noviland.com/privacy. You agree to the use of your User Content and personal information in accordance with these Terms and Noviland’s Privacy Policy.

  • If you are using or registering for the Services on behalf of an organization, you agree to permit Noviland to identify you as a customer and to use your name and/or logo in Noviland’s website and marketing materials.

10. Modification and Termination of Services

  • Noviland is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Noviland provides may change from time to time without prior notice to you, subject to the terms in its Privacy Policy. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to fee and payment policies, security patches, added functionality, automatic updates, and other enhancements. Any new features that may be added to the website or the Services from time to time will be subject to these Terms, unless stated otherwise.

  • You may terminate these Terms at any time by canceling your account on the Services. No refunds will be provided for outstanding Orders, except in the sole discretion of Noviland.

  • You agree that Noviland, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Services may be without prior notice, and you agree that Noviland will not be liable to you or any third party for such termination. Notwithstanding the foregoing, if we terminate your account or access to the Services while you still have an outstanding Order with us, we will endeavor to provide you with a full refund of the amount you have paid thus far for the Order, minus any amounts for Goods already accepted by you.

  • You are solely responsible for exporting your Content from the Services prior to termination of your account for any reason, provided that if we terminate your account, we will endeavor to provide you a reasonable opportunity to retrieve your Content.

Upon any termination of the Services or your account these Terms will also terminate, but all provisions of these Terms which, by their nature, should survive termination, shall survive termination, including, without limitation, payment obligations for outstanding or completed Orders, ownership provisions, warranty disclaimers, and limitations of liability.

11. Changes to the Terms

These Terms may be amended or updated from time to time without notice and may have changed since your last visit to the website or use of the Services. It is your responsibility to review these Terms for any changes. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop using the Services. Please visit this page regularly to review these Terms for any changes.

12. WARRANTIES AND DISCLAIMERS

  • Goods purchased through Noviland come with a standard 12-month limited warranty. This limited warranty covers defects in materials and workmanship, and any material failure by the Goods to conform to the specifications contained in the relevant Confirmed Order (or any approved changes thereto) only. This limited warranty does NOT cover: (i) normal wear and tear, (ii) merchantability, (iii) fitness for any particular purpose, (iv) problems that result (directly or indirectly) from external causes, (v) Goods with altered identifying tags or serial numbers, or (vi) Goods for which Noviland has not yet received full payment. Furthermore, Noviland’s sole responsibility for any defects or nonconformity under this limited warranty shall be the repair or replacement of the Goods, pursuant to the procedure set forth below.

  • In order to qualify for warranty coverage on any Goods, you must pay for such Goods in full and notify Noviland in writing that such Goods are defective and/or nonconforming. All Goods claimed to be defective and/or nonconforming must then be shipped to Noviland, at Noviland’s expense, at which point Noviland will review the Goods to verify that such Goods are in fact defective and/or nonconforming. Such review process may take up to 30 days from the date the Goods are received back by Noviland, and Noviland’s acceptance of any Goods shipped for these reasons shall not be deemed an admission that the Goods are defective or nonconforming. If Noviland finds that any Goods returned are not defective or nonconforming, such Goods will be returned to you and you will be responsible for all shipping charges incurred by Noviland in connection

with such Goods. If Noviland finds that any Goods are in fact defective and/or nonconforming, such Goods will be either repaired or replaced and returned to you within a reasonable time (usually within 3 months, except in unusual situations), at Noviland’s expense.

  • EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED ABOVE, NOVILAND, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE GOODS AND THE SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

  • NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT NOVILAND’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

13. LIMITATION OF LIABILITY

  • SUBJECT TO SECTION 12 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NOVILAND, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

  • THE LIMITATIONS ON NOVILAND’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT NOVILAND HAS BEEN ADVISED OF OR

SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL NOVILAND’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR FIVE HUNDRED DOLLARS ($500.00), WHICHEVER IS GREATER.

14. Indemnification

You agree to hold harmless and indemnify Noviland, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Noviland and Partners”) from and against any and all claims, suits, actions, damages (actual and consequential), losses, liabilities, judgments, and expenses, including litigation costs and reasonable attorneys’ fees, arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, (d) your User Content, (e) any claims of breach of any express or implied warranty or negligence or strict liability, product liability, or similar theory in connection with the production, design, sale, or use of any of the Goods you purchase, (f) any claims of patent or trademark infringement, or other violation of intellectual property rights, of third persons in connection with the production, design, sale or use of any of the Goods you purchase or the use of trademarks, trade names, logos, or other intellectual property pertaining thereto, and (f) any and all other claims and liabilities of every kind or character whatsoever arising out of, or related to, the production, design, sale, or use of the Goods you purchase, unless the same results solely from Noviland’s gross negligence or knowing violation of the law.

15. Copyright Policy

We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (the “DMCA”), we will respond expeditiously to claims of copyright infringement committed using the Services if such claims are reported to our Designated Copyright Agent identified in the sample notice below.

DMCA Notice of Alleged Infringement (“Notice”)

o Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.

o Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link or the exact location where such material may be found.

o Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.

o Include both of the following statements in the body of the Notice:

  • “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

  • “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

o Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed, to our Designated Copyright Agent:

Copyright Agent,
Grellas Shah LLP
20400 Stevens Creek Blvd., Suite 280 Cupertino, CA 95014
Email: [email protected]

16. Third-Party Content

  • The Services may include references or hyperlinks to other web sites or content or resources or email content. Noviland has no control over any web sites or resources which are provided by companies or persons other than Noviland.

  • You acknowledge and agree that Noviland is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

  • You acknowledge and agree that Noviland is not liable for any loss or damage which may be incurred by you or other users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

17. Third Party Software

The Services may incorporate certain third party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Software.

18. Feedback

You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products. By submitting any feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Noviland under any fiduciary or other obligation, and that we are free to use such feedback without any additional compensation to you, and/or to disclose such feedback on a non-confidential basis or otherwise to anyone.

19. Miscellaneous

These Terms, together with our Privacy Policy and your confirmed Orders, constitutes the entire agreement between the parties relating to the Services and all related activities. These Terms shall not be modified except in writing signed by both parties or by a new posting of these Terms issued by us. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Noviland to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Noviland must be in writing and shall only apply to the specific instance identified in such writing. You may not assign these Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. Except for claims for injunctive relief by either party, Any dispute or controversy arising out of, in relation to, or in connection with these Terms or your use of the Services shall be finally settled by binding arbitration in Santa Clara County, California under the then current rules of JAMS (formerly known as Judicial Arbitration & Mediation Services) by one (1) arbitrator appointed in accordance with such rules. ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SALES TRANSACTIONS BETWEEN YOU AND NOVILAND, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS AND CONDITIONS. YOU ALSO AGREE NOT TO BRING ANY LEGAL ACTION, BASED UPON ANY LEGAL THEORY INCLUDING CONTRACT, TORT, EQUITY OR OTHERWISE, AGAINST NOVILAND THAT IS MORE THAN ONE YEAR AFTER THE DATE OF THE APPLICABLE ORDER.

20.Contact Us

If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Services, please contact us at: [email protected]

When submitting a complaint, please provide a brief description of nature of your complaint and the specific services to which your complaint relates.