The term “NovaQuantum” as used herein is the company from whom you are purchasing the Services, either directly or indirectly through a reseller. The creator and copyright owner of all the content and Services presented through the novaquantum.com web sites is Vdgraaf LTD, a limited corporation registered in 1998 in the Canada, located at 9 Richwood St, North York, ON, M9N 3Y8.
“NovaQuantum” is the online presence name for the VDgraaf LTD.
Azure® is a registered trademark of Micsroft Corporation. NovaQuantum is a trademark (Trade-mark Application No : 1476932) of Vdgraaf LTD. Vdgraaf LTD is a Microsoft Partner for selling cloud services and subscriptions.
1. Additional Terms; Service Communications
1.1 You understand and agree that the Services may include communications such as service announcements and administrative messages from NovaQuantum or NovaQuantum’s partners. You will not be able to opt out of receiving these service announcements and administrative messages while using the Site and Services until you send NovaQuantum a specific written notice pursuant to Section 14.2 requesting the termination of your subscription and that your details be eliminated from the Site and any mailing list.
2. License Grant; Your Content
2.1 NovaQuantum hereby grants you a non-exclusive, non-transferable right to use the Site and Services for the term for which you have paid the applicable subscription fees (“License Term”), solely for your own internal business purposes, subject to this Agreement If any subscription based Service is licensed on a “named user” basis, rights of any user licensed to utilize the Service cannot be shared or used by more than one individual. In addition, a user may not be transferred from one individual to another unless the original user no longer requires, and is no longer permitted, access to the Service.
2.2 The Site includes a combination of content that NovaQuantum creates and that NovaQuantum’s users create. You may use the content on the Site only for your internal business purposes in connection with the Services and/or your licensed use of NovaQuantum’s products. Except for the foregoing, you may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, reverse engineer, publicly display, or in any way exploit any of the software, materials or content on the Site in whole or in part.
2.3 You are solely responsible for all materials, whether publicly posted or privately transmitted, that you upload, post, e-mail, transmit, or otherwise make available on the Site or through the Service (“Your Content”). You have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content. Your Content will be protected by NovaQuantum with at least the same protective precautions that NovaQuantum takes to protect its similar proprietary information from unauthorized disclosure. NovaQuantum will not, without your prior written consent, disclose any of Your Content to any thirty party, except to those bona fide individuals whose access is necessary to enable NovaQuantum to perform its obligations hereunder.
2.4 You warrant that you own or have sufficient legal right to the intellectual property rights in Your Content and that Your Content, including any use thereof by NovaQuantum as described herein, does not violate applicable law or the rights of any third party. You hereby grant NovaQuantum, NovaQuantum’s affiliates, and NovaQuantum’s partners a worldwide, irrevocable, royalty-free, nonexclusive, sublicensable right during the License Term to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Your Content and subsequent versions of Your Content for the purposes of (i) displaying Your Content on the Site and other related Internet sites for your users, (ii) processing Your Content in connection with providing the Services to you, (iii) distributing Your Content, either electronically or via other media, to your users seeking to download or otherwise acquire it, and/or (iv) storing or hosting Your Content in a remote database or on the Site for access by your users. This license will apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later developed.
2.5 You may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content. NovaQuantum has the right, but not the obligation, to remove any content that may, in NovaQuantum’s sole discretion, violate this Agreement or that is otherwise objectionable.
2.6 NovaQuantum shall be entitled to adjust the scope of the Services and the underlying technical infrastructure to reflect the continuing development of the Services and technical advances.
3. Technical Support
NovaQuantum will provide an Internet address for submitting support requests, maintained by qualified support specialists, per NovaQuantum’s policies: Technical Support Link.
4. Intellectual Property Rights
NovaQuantum and/or its licensors owns all rights, title and interests, including all intellectual property rights, in and to the Site and the Services, the software, materials and other related content (excluding Your Content), and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Site or the Services. In addition, all content published on the Site, including, but not limited to, reports, presentations, written content, graphics, images, marks, logos, sound or video clips, and Flash or Java animation, are protected by NovaQuantum’s copyrights or trademarks or those of NovaQuantum’s partners or users.
5. Third-Party Sites, Products, and Services
5.1 The Site may contain links to other Internet sites owned by third parties. Your use of each of those sites is subject to the conditions, if any, that each of those sites have posted. NovaQuantum has no control over sites that are not ours, and NovaQuantum is not responsible for any use of such sites or content on them. NovaQuantum’s inclusion on the Site of any third-party content or a link to a third-party site is not an endorsement of that content or third-party site.
5.2 Some content may come from government sources, is in the public domain, and is not copyrightable.
6.1 You agree to pay the fees on the terms stated in the Order Schedule. You agree to pay all applicable taxes relating to the Services.
7. Term and Termination; Service Cancellation;Refunds
7.1 The Services will be automatically renewed upon the expiration of the then current License Term, unless you give NovaQuantum written notice fifteen (15) days prior to the end of the then current License Term, of your intention to terminate the Services. Fees at the time of automatic renewals will be at the then-current Services rates. Notwithstanding the foregoing, NovaQuantum may immediately terminate or suspend your use of the Services provided hereunder, or terminate your account and this Agreement if you (i) fail to pay any applicable fees when due, or (ii) breach or otherwise fail to comply with this Agreement and fail to remedy this breach within thirty (30) days of being so notified. NovaQuantum may terminate any free account or Services at any time in its sole discretion without liability to you. You will continue to be charged for the fee-based Services during any period of suspension. Termination will not relieve you from the obligation to pay fees that remain unpaid and will not limit either party from pursuing other available remedies.
7.2 You may terminate any fee-based Services or reduce the number of users effective only upon the expiration of the then current term by notifying NovaQuantum in accordance with this Agreement.
7.3 Upon termination by NovaQuantum of this Agreement or any part thereof in accordance with this Agreement as a result of your breach, negligence or default, NovaQuantum will have no obligation to refund to you any fees paid by you. The provisions of this section will not apply to those situations defined by law. Notwithstanding the foregoing, in the event your access to the Services is terminated (other than by reason of your breach), NovaQuantum will make available to you a file of your data within 30 days of termination if you so request at the time of termination.
7.4 In the event NovaQuantum (or its successor in interest) permanently ceases to operate the Services, NovaQuantum will refund to you any pre-paid subscription fees for the remaining months where you no longer have access to the Services.
7.5 Although you may terminate the contract with NovaQuantum at an earlier date than the normal expiration date, NovaQuantum would NOT issue any refunds for the remaining period of time that is unused.
8.3 The Site is hosted in Canada. If you are visiting from the European Union,USA or other regions with laws governing data collection and use that may differ from Canadian law, please note that you may transfer Your Content to Canada and by providing Your Content to NovaQuantum you represent, warrant, and covenant to NovaQuantum that: (i) you have the authority and right to enter into this Agreement, to grant the rights granted by you under this Agreement, and to perform your obligations under this Agreement; (ii) any consents or approvals required from any third party or governmental authority with respect to the entering into or the performance of this Agreement by such party, are in place, or will be obtained by you as may be necessary for either party to perform its obligations, (iii) you are authorized to distribute Your Content to NovaQuantum, and (iv) you are not breaching any applicable data privacy rule or regulations, any of your contractual obligations, or any of your internal privacy policies.
8.5 You acknowledge that by using any of the NovaQuantum tools designed to allow interaction between NovaQuantum and the Services, whether available on the Site , User Data will be transmitted outside the NovaQuantum system, and to the extent the User Data has left the NovaQuantum system, NovaQuantum is not responsible for the privacy, security or integrity of that User Data. “User Data” means electronic data or information submitted by NovaQuantum customers into the NovaQuantum system. The representation set forth in Section 8.3 applies to the transfer of User Data pursuant to this paragraph. In addition, if and to the extent that you create any applications using NovaQuantum’s Nsite product, you represent that neither you nor your applications will, without appropriate prior user consent or except to the extent required by applicable law, (1) modify the content of User Data in a manner that adversely affects the integrity of that User Data, (2) disclose User Data to any third party, or (3) use User Data for any purpose other than providing application functionality to users of your applications. A modification or disclosure of User Data does not violate either of the two preceding sentences to the extent it results from an activity of an authorized user using your application and a reasonable user would expect that modification or disclosure of its User Data to occur as a result of that activity.
9. Your Conduct on the Site and other Restrictions
9.1 If NovaQuantum requests registration information from you, you will provide NovaQuantum with true, accurate, current, and complete information. You will promptly update your registration to keep it accurate, current, and complete. If NovaQuantum issues you a password, you may not reveal it to anyone else. You may not use anyone else’s password. You are responsible for maintaining the confidentiality of your accounts and passwords. You agree to immediately notify NovaQuantum of any unauthorized use of your passwords or accounts or any other breach of security. You also agree to exit from your accounts at the end of each session. NovaQuantum will not be responsible for any loss or damage that may result if you fail to comply with these requirements.
9.2 If NovaQuantum provides you with an administrator user ID and password for accessing the Service, you will assign them to your administrator. You will be responsible, through your administrator, for setting and modifying your and your users’ profile and preferences for the Services, authorizing and terminating individual user ID’s and passwords and specifying the access rights of those individuals to the Services. The administrator will notify NovaQuantum if the administrator needs to change the administrator’s or any user’s ID, and the administrator may do so only by contacting NovaQuantum at the email address for technical support specified by NovaQuantum from time to time.
9.3 You will be responsible for all activity occurring under your accounts and will comply with all applicable local, state, and foreign laws, treaties and regulations in connection with your use of the Services, including without limitation, laws and regulations governing data privacy, international communications and transmission of technical or personal data.
9.4 The technology and the software underlying the Site and the Services are the property of NovaQuantum and/or NovaQuantum’s affiliates, suppliers and partners. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Site or the Services. You agree not to modify the software underlying the Site in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Site. Without limiting the foregoing, you agree that you will not use the Site to take any of the following actions:
1. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others;
2. Publish, post, upload, e-mail, distribute, or disseminate (collectively, “Transmit”) any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content;
3. Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person’s computer, NovaQuantum’s sites, any software or hardware, or telecommunications equipment;
4. Advertise or offer to sell any goods or services for any commercial purpose unless you have NovaQuantum’s written consent to do so;
5. Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, chain letters or other unsolicited messages;
6. Download any file that you know or reasonably should know cannot be legally obtained in such manner;
7. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material;
8. Restrict or inhibit any other user from using and enjoying any area within the Site;
9. Interfere with or disrupt NovaQuantum’s sites, servers, or networks;
10. Probe, scan or test the vulnerability of the Site or circumvent any security mechanism used by the Site;
11. Impersonate any person or entity, including, but not limited to, any NovaQuantum representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
12. Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site or to manipulate your presence on the Site;
13. Take any action that imposes an unreasonably or disproportionately large load on NovaQuantum’s infrastructure;
14. Engage in any illegal activities; or
15. Collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations, including but not limited to, any Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.
9.5 If offered as part of the Services, you agree to use NovaQuantum’s bulletin board services, chat areas, news groups, forums, communities and/or message or communication facilities (collectively, the “Forums”) only to send and receive messages and material that are proper and related to that particular Forum.
9.6 If you choose a username that, in NovaQuantum’s sole discretion, is obscene, indecent, abusive or that might otherwise subject NovaQuantum to public disparagement or scorn, NovaQuantum reserve the right, without prior notice to you, to automatically change your username, delete your posts from NovaQuantum’s sites, deny you access to NovaQuantum’s sites, or any combination of these options.
9.7 Unauthorized access to the Site is a breach of this Agreement and a violation of the law. You agree not to access the Site by any means other than through the interface that is provided by NovaQuantum for use in accessing the Site. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Site, except those automated means that NovaQuantum has approved in advance in writing.
9.8 You may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
9.9 Use of the Site is subject to existing laws and legal process. Nothing contained in this Agreement will limit NovaQuantum’s right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Site, which may include disclosing Your Content to the applicable authorities.
9.10 The creation of a username gives rights of usage only to ONE concurrent user at any given time. Sharing the personal username and password with anyone else would automatically terminate the account without receiving any refunds.
10.1 You will defend NovaQuantum from any third party claim, and will pay all damages finally awarded against NovaQuantum in such claim or amounts agreed to in settlement, arising out of:
1. Your use of the Site;
2. Any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you;
3. The content, the quality, or the performance of content that you submit to the Site; or
4. Your violation of this Agreement.
11. Warranty; Disclaimers
11.1 NovaQuantum warrants that during the License Term, the Site will conform to the documentation provided by NovaQuantum. In the event the Site does not conform to the documentation, if you promptly notify NovaQuantum, NovaQuantum will modify the Site and/or the documentation so that it conforms. This is your exclusive remedy.
11.2 Customers are wholly responsible for ensuring their own compliance with all applicable laws and regulations. Information provided in by NovaQuantum does not constitute legal advice, and customers should consult their legal advisors for any questions regarding regulatory compliance.
11.3 EXCEPT FOR THE WARRANTY PROVIDED IN SECTION 11.1, THE SITE AND THE SERVICES, ITS SOFTWARE, CONTENT AND OTHER MATERIALS, ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. LICENSOR AND ITS AFFILIATES, SUPPLIERS AND PARTNERS MAKE NO WARRANTY, REPRESENTATION, GUARANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE OR ANY OF THE CONTENT, SERVICES, PRODUCTS, SOFTWARE OR OTHER MATERIALS AVAILABLE THROUGH THE SITE.
12. LIMITATION OF LIABILITY
12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER LICENSOR NOR ITS AFFILIATES, SUPPLIERS OR PARTNERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE SERVICES OR THE SITE, ITS SOFTWARE, CONTENT OR OTHER MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR LOSS OF DATA OR OTHER INTANGIBLE LOSSES.
12.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL NOT BE LIABLE FOR ANY DAMAGES THAT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO LICENSOR FOR THE SERVICES DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
12.3 SOME STATES/JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES/JURISDICTIONS, LICENSOR’S LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Any dispute arising out of or relating to this Agreement or the Site will be finally settled by arbitration, except that NovaQuantum may bring an action in a court of competent jurisdiction with respect to any dispute affecting NovaQuantum’s intellectual property rights whether statutory or contractual. The arbitration will be conducted in accordance with the commercial arbitration rules (the “Rules”) of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Vancouver, BC, Canada, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. All arbitration proceedings will be conducted in English by a single arbitrator selected under the Rules who must be a lawyer and fluent in English. The arbitrator has no authority to award damages in excess of those permitted in this Agreement for any reason. Any award in excess of such limitation will be deemed void as between the parties. Either you or NovaQuantum may seek any interim or preliminary relief from a court of competent jurisdiction in Vancouver, BC,Canada necessary to protect the rights or the property of you or NovaQuantum (or its affiliates, agents, suppliers, and subcontractors), pending the completion of arbitration.
14.1 The Site features trademarks, service marks, and logos that are the property of NovaQuantum and/or its affiliates, suppliers, partners and licensors. The Site also may include trademarks, service marks or logos of other third parties. All of these trademarks, service marks and logos are the property of their respective owners, and you agree not to use them in any manner without the prior written permission of the applicable owner.
14.2 NovaQuantum may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon NovaQuantum’s posting them on the Site or delivering them to you through e-mail. You may update your e-mail address by visiting the Services where you have provided contact information. If you do not provide NovaQuantum with accurate information, NovaQuantum cannot be held liable if NovaQuantum fail to notify you.
14.3 NovaQuantum’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement and your right to use the Services may not be assigned by you without the prior written approval of NovaQuantum.
14.4 This Agreement, including any applicable Order Schedule and all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and NovaQuantum and govern your use of the Site and Services, superseding any prior agreements that you may have with NovaQuantum. Any additional or different terms in your ordering documentation such as purchase orders are hereby deemed to be material alterations and notice of objection to, and rejection of, them is hereby given.
14.5You may not use, import or export materials on this Site in violation of Canadian, or any other applicable country’s, import and export laws and regulations. NovaQuantum assumes no responsibility or liability for your failure to obtain any necessary export approvals. Without limiting the foregoing, you agree that the Site will not be used, and none of the underlying content, information, software, or technology may be transferred or otherwise exported or re-exported to persons subject to restrictions, destinations subject to embargo, or to prohibited proliferation-related end-users or end-uses, without obtaining any export license or other approval that may be required under Canadian, and any other applicable country’s, laws, regulations and requirements. You hereby certify that none of the content on the Site, nor any information acquired through the use of the Services, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the Canadian government or appropriate European body for such purposes.
14.6 If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the intent of the original provision. Where a court is unable to construe any unenforceable or invalid provision to make it binding, the court will severe and delete the provision. In any event, all other terms which remain valid and enforceable will survive and remain in full force and effect.
14.7 If you have a dispute with one or more users, you release NovaQuantum (and NovaQuantum’s officers, directors, agents, affiliates and employees) from claims, demands, and damages (direct and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident or incorporated in California, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not known or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”