If you are unsure whether any contemplated use or action is permitted, please send mail to support@NOVID.com and we will assist you.

Terms of Service

Failure to enforce any portion of this Agreement/document shall not constitute a waiver of any rights hereunder or offered by law.

By contacting NOVID (including, but not limited to, any of its principals, representatives, affiliates, officers, agents, and employees recognized and/or appointed by the principals of NOVID hereafter referred to as "NOVID"), requesting and/or utilizing in any way and/or matter, any of NOVID's services/resources/provisions (defined below), and until such time that all money(s)/debt(s)/balances are paid in full to NOVID's satisfaction, you (hereafter referred to as "CLIENT") agree to accept and abide by the following Terms and Conditions.

NOVID defines "services" and/or "resources" and/or "provisions" (used interchangeably throughout this document) to include, but not limited to, the following...

• Software (operating systems, "servers" or "daemons", common "office productivity tools", etc.)
• Hardware (computers and all possible associated peripherals (internal and/or external) and cables, routers, CPUs, hard drives, etc)
• Storage Space (storage, no matter how brief, of data. Commonly, but not explicitly, utilizing hard drives or Random Access Memory)
• Bandwidth (any transmission/transaction utilizing any "services", "resources", and/or "provisions" for which NOVID is responsible for managing and/or maintaining)
• Time (any effort, specifically measured only in 1 hour increments by NOVID's current billing practices) spent by NOVID engaged in provision of and/or investigation of, any and all NOVID related ventures

NOVID reserves the right to change these Terms of Service without notification at NOVID's discretion and by accepting this Agreement CLIENT shall agree to and abide by the current and all future versions of this agreement until such time that full restitution of any/all claims has been resolved to NOVID's satisfaction and CLIENT discontinues all use of NOVID's services/resources.

CLIENT is wholly responsible for maintaining a current, "up to date" understanding of this document and any/all statements and/or changes therein. A copy of this document is available at NOVID's website and is also available as a standard "print" document via US Postal Mail upon request.

Any disputed, ambiguous, or questionable items in this Agreement shall be resolved and defined solely by NOVID, at NOVID's sole discretion, and shall be implicitly defined to be in NOVID's best interests.

CLIENT agrees to abide by all "Terms of Service" (i.e. this agreement and all future versions thereof) for as long as CLIENT utilizes NOVID's resources/provisions, including, but not limited to, source code (modified or unmodified versions), network, servers, bandwidth, etc.

Violation ("Violation" shall be solely defined by NOVID) of these terms and conditions may result in suspension or termination of the CLIENT's provisions without refund and the immediate demand for full restitution of any/all claims.

Any accounts that have been suspended may be charged the then current setup fee(s) for reinstatement.

Any and all items ("items" shall be solely defined by NOVID) interfacing and/or utilizing ("interfacing and/or utilizing" shall be solely defined by NOVID) any/all of NOVID's services/resources/provisions in any way and/or matter shall, at NOVID's sole discretion, display to both the end user and/or within the source code, a NOVID approved notification outlining NOVID's involvement of the provision of said services. Notification display shall include, but not be limited to, NOVID approved text and/or graphic, linked ("linked" shall be solely defined by NOVID) to a NOVID approved URL, and/or display of appropriate NOVID approved contact information. Removal or modification of said notification display without NOVID's approval shall constitute a violation of this agreement and CLIENT shall also forfeit any and all rights to use/posses/have access to any and all items/services/provisions for which NOVID was/were/are requested to provide and/or was/were/are providing. NOVID reserves the right to require of the CLIENT, at the CLIENTS complete and sole expense, to remove and/or update said notification display at NOVID's sole discretion.

The CLIENT is wholly responsible for any and all actions concerning the CLIENT's use of NOVID's services/resources, with or without the CLIENT's knowledge or consent.

Should any proceeding(s) (legal or otherwise) requiring the predefined resources of NOVID, or of any NOVID resource of any kind, defined or otherwise, be necessary to resolve disputes between NOVID and CLIENT, regardless of which party initiated such proceedings and regardless of the findings of such proceedings, CLIENT agrees to pay all fees incurred during the course of, or resulting from, such proceedings, including, but not limited to, any/all fees incurred as a result of any/all efforts/resources utilized regarding such proceedings, attorney fees, interest, and any/all expense necessary to resolve such proceeding(s)/conflict(s) to NOVID's satisfaction.

NOVID may not be used to endorse or promote products derived from its provisions without specific prior written permission.

RIGHT TO TERMINATE SERVICES

NOVID reserves the right to suspend or terminate CLIENT's access to any or all provisions provided by NOVID without notice for any reason. Possible reasons may include, but are not limited to...

• Non-payment
• Late payment
• CLIENT engaging in illegal, disruptive, or offensive activity
• Inability to provide service due to an act of God or any other event beyond NOVID's reasonable control.

NOVID will be the sole arbiter as to what constitutes "rightful termination".

NOVID reserves the right to remove, either permanently or temporarily, any files which NOVID suspects are associated with a violation or with the CLIENT's account responsible for a violation.

CGI SCRIPTING

CGI chat scripts are not allowed and are considered an abuse of "Unlimited Bandwidth" (as defined below).

Any CGI script that consumes large amounts of CPU usage, memory, or in any way is deemed, solely at NOVID's discretion, to be detrimental to NOVID's operations are also not allowed. NOVID reserves the right to remove any script(s) and/or files solely at NOVID's discretion.

NETWORK RESOURCE USAGE

NOVID defines Unlimited Bandwidth as follows: The CLIENT will not be charged for actual bandwidth usage. However any usage of NOVID's resources/provisions that is deemed by NOVID as impairing/detrimental to the performance of NOVID's resources, including, but not limited to, high disk utilization, high bandwidth usage, high CPU usage, etc. may be subject to an upgrade of service(s) level(s) to a higher level to cover the cost of resources/provisions and may, at NOVID's sole discretion require termination of services. NOVID's policy is that the CLIENT should be contacted via email and/or phone and/or postal mail prior to any action.

ACCEPTABLE USAGE

NOVID's Services May Only be Used for Lawful Purposes
Transmission, distribution, or storage of any information, data or material in violation of applicable United States or State regulation or law, or by the common law, is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, or any other statute. NOVID reserves the right to remove such illegal material(s), and/or any other material(s) from its server(s) immediately.

NOVID strictly prohibits harassment, in any form, including, but not limited to, language, frequency, or size of messages, etc. Forging of header information is not permitted. NOVID does not allow unsolicited mail. This includes "Spaming" and "Bulk Mail" sent to persons who have otherwise not requested to receive such. Use of NOVID's servers to deliver Bulk or Spam mail will incur a minimum fee of $1 per email plus any applicable labor and/or other fees for any/all time/efforts spent correcting/investigating the incident(s). Such costs will be billed at the then current rate. Because such persons/entities have utilized NOVID's resources (with or without their knowledge) said persons/entities are subject to the bindings of this document. Spam is an abhorrent, annoying and distasteful practice that will not be tolerated.

Any attempt to undermine or cause harm to NOVID's resources/provisions or the resources/provisions of CLIENT's of NOVID for which NOVID is responsible for managing/maintaining is strictly prohibited. Provisions/resources of the offening CLIENT will be immediately terminated and full restitution shall be demanded. CLIENT or otherwise will be billed any applicable labor and/or other fees for any/all time/efforts spent correcting/investigating the incident at the then current rate.

BILLING POLICIES

New accounts will be created upon receipt of any applicable setup fees.

Invoices are cut on the 15th of the month prior to the month that is being billed (i.e. the August invoice is cut on July 15th). Payment in full is due before the issuance of the next invoice. Any and all outstanding balances are subject to the then current finance charges and/or late fees and may be grounds for suspension or termination of services/provisions.

CLIENT may cancel at any time provided they contact NOVID on or before the 14th day of the last month for which they wish NOVID to provide services. Services will then be terminated on or after the 1st day of the month following said notification.

NOVID does not provide discounts for prepayment of services. Should the CLIENT wish to arrange for prepayment in an effort to simplify the CLIENT's own record keeping, NOVID will attempt to accommodate them by issuing a custom invoice covering the prepayment period desired. This is a courtesy service only and no refunds will be issued should the CLIENT decide to cancel services prior to the prepaid date.

NOVID reserves the right to charge CLIENT for the cost of the upgrade, use, repair, replacement, or reconfiguration of any software/hardware/resources/provisions used, needing upgrade, repair, replacement, or reconfiguration as a result of a CLIENT's use and/or abuse of NOVID's software/hardware/resources/provisions. NOVID reserves the right to charge the CLIENT for any use of resources/provisions resulting from any action of the CLIENT. NOVID reserves the sole right to determine the need of upgrade, repair, replacement, or reconfiguration.

CLIENT shall reimburse NOVID for all reasonable expenses for travel, lodging, food, and any other expenses incurred during the course of providing any services. NOVID will be the sole arbiter as to what constitutes "reasonable".

CLIENT's failure to pay any fees incurred shall, at NOVID's sole discretion, be cause for demand of entire balance, additionally including, but not limited to, fees incurred as a result of any/all efforts spent collecting said money(s), attorney fees, interest, and any/all expense necessary to collect said fees. CLIENT shall also forfeit any and all rights, including, but not limited to, "use and modify" as defined herein. CLIENT shall also forfeit any and all rights to even posses/have access to any and all items/services/provisions for which NOVID was/were/are contracted and/or was/were/are providing.

DEVELOPMENT PROVISIONS

Design, implementation, and deployment of projects shall be quoted to CLIENT on a per project basis. Quotes are valid for 30 days unless otherwise stated.

Receipt of a %25 deposit is required before development of project begins. A %10 monthly installment on the balance of any project requiring longer than 1 month will be billed as part of NOVID's monthly accounting cycle. Payment in full is due upon project completion. Failure to meet any payment schedules may extend any/all previously determined deadlines/time lines, incur additional fees, and/or be grounds for termination.

CLIENT will be responsible for the purchase and/or provision of any and all hardware, software, or other resources requested by NOVID for the implementation of services provided, including, but not limited to operating systems, computers, software, etc.

NOVID is to be granted necessary access to CLIENT's resources (network, servers, etc.) to research, develop, design, and install requested and/or proposed solution(s).

During the term of development, CLIENT will be requested via email and/or telephone to review and/or approve certain aspects of the services provided, and/or provide additional information deemed necessary for the provision of services. Failure of the CLIENT to respond appropriately within 3 business days and/or causing unreasonable delays that negatively affect the project(s), service(s), or provision(s) concerned may extend any/all previously stated/determined deadlines/time lines for said project(s), service(s), provision(s) and/or incur additional fees. NOVID shall be the sole arbiter as to what constitutes "negatively affect", "unreasonable delay", and "appropriate response".

NOVID does not grant any ownership or rights for any provisions, including, but not limited to, any intellectual property, software, source code (including any and all derivative works regarding any software developed) to CLIENT. CLIENT agrees that all provisions, including but not limited to, patentable or copyrightable ideas, writings, drawings, inventions, designs, plans, machines, software, or processes developed as a result of, or in the course of, services/provisions rendered to CLIENT by NOVID shall be the property of NOVID (including the source code and all derivative works regarding any software developed). CLIENT is hereby granted license to "use and or modify" such software for CLIENT's own use provided CLIENT retains any/all NOVID related contact information, relevant comments, copyright notices and associated disclaimers contained therein. This license is valid only for the CLIENT and does not apply to subsidiaries, parent companies, affiliates, etc. Provisions may not be resold or redistributed in any manner without express written approval. NOVID shall be the sole arbiter pertaining to the use and or misuse of any and all provisions/services/source code.

Should CLIENT modify the form of the originally supplied version(s) of provision(s)/source code, or any component thereof (including, but not limited to, hardware, operating systems, server daemons, network(s), configurations, IP addresses, etc.) CLIENT shall be required to duplicate/transfer/copy/include all of, including, but not limited to, the original contact information, relevant comments, copyright notices and associated disclaimers contained therein. By modifying the original source code of any/all provisions or any component thereof (including, but not limited to, hardware, operating systems, server daemons, network(s), configurations, IP addresses, etc.) CLIENT acknowledges that any/all support, implied, stated, or otherwise, for said provisions may, at NOVID's discretion, require additional fees and/or be terminated.

DISCLAIMER

CLIENT hereby agrees to and shall at all times defend, indemnify and hold NOVID, its representatives and its affiliates and their officers, agents and employees wholly harmless from any and all losses, costs, expenses, penalties, response costs (including, but not limited to, court costs and attorneys fees, interest and profits), claims, demands, suits by any person, persons, or entities, injuries, damages or death and other liabilities of whatever kind or nature arising out of (directly or indirectly), connected with, incident to or resulting from CLIENT's use of service(s) provided by NOVID. Such obligation to indemnify NOVID will survive the expiration or the termination of this Agreement.

NOVID makes no warranties of any kind, whether expressed or implied, for any service(s)/provision(s). NOVID disclaims any warranty of merchantability or fitness for any particular purpose.

NOVID will not be responsible for any damages CLIENT's business may suffer. NOVID makes no warranties of any kind, expressed or implied for NOVID's service(s)/provision(s). NOVID disclaims any warranty or merchantability or fitness for any particular purpose. This includes, but is not limited to, loss of data resulting from delays, non deliveries, wrong delivery, and any and all service interruptions caused by NOVID directly or indirectly. NOVID reserves the right to revise its policies at any time without prior notification.

NOVID is not responsible for the content of the information passing through its systems or stored on its systems, regardless of origin. Use of any information, programs or data obtained from utilizing NOVID's service(s)/provision(s) is at the CLIENT's own risk. NOVID specifically denies any responsibility for the accuracy or quality of information obtained from or through NOVID's service(s)/provision(s).