NoVaxMandate Terms of Affiliate Rewards
NextGen Code Company, LLC (“NoVaxMandate” or “we”) offers Rewards (defined below) for certain referrals completed through its websites, mobile applications, and other related platforms (collectively, the “NoVaxMandate Platforms”). The Rewards and eligibility to receive the Rewards are subject to these Terms of Rewards (“Agreement). The Rewards can be denominated in bitcoin or other currency (also referred to as “rewards,” or “earnings”), on Eligible Referrals (defined below). This Agreement constitutes a legally binding agreement between each individual who receives Rewards or otherwise uses any one of the NoVaxMandate Platforms (“Member” or “you”). NoVaxMandate reserves the right to change or modify this Agreement at any time and in our sole discretion. If NoVaxMandate makes changes to this Agreement, we will provide notice of such changes, by providing notice through the NoVaxMandate Platforms, by e-mail and/or by updating this Agreement (as indicated by the “Last Updated” date found at the top of this Agreement) on the NoVaxMandate website (found at https://novaxmandate.org/terms) and/or on the NoVaxMandate mobile application for iOS and Android. You agree to receive app-based notifications through these means and your continued use of the NoVaxMandate Platform(s) to earn Rewards will indicate your acceptance of the revised Agreement. If you do not agree to any amended Agreement, you must stop using the NoVaxMandate Platform(s). By enrolling in or using any NoVaxMandate Platform, you acknowledge that you have read and understood this Agreement and agree to be bound by all of its terms. BY USING ANY NOVAXMANDATE PLATFORM, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT. IF YOU ARE USING AN NOVAXMANDATE PLATFORM ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, THEN YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU HEREBY REPRESENT AND WARRANT TO US THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT, YOU HEREBY INDEMNIFY AND RELEASE NOVAXMANDATE FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF NOVAXMANDATE PLATFORMS. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 18 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND. IF YOU DO NOT AGREE TO THIS AGREEMENT, IMMEDIATELY STOP USING ALL NOVAXMANDATE PLATFORMS AND DO NOT USE ANY SERVICE OR PURCHASE OR RECEIVE ANY PRODUCT, GOOD, OR SERVICE OFFERED THROUGH THE NOVAXMANDATE PLATFORMS. PLEASE REVIEW THE FOLLOWING SECTIONS OF THIS AGREEMENT CAREFULLY: (A) LIMITATION OF LIABILITY IN SECTION 16, (B) INDEMNIFICATION IN SECTION 14, (C) ARBITRATION CLAUSE IN SECTION 18, AND (D) WARRANTY DISCLAIMER IN SECTION 15 BELOW.
For each Eligible Rewards (as defined in Section 3.1), NoVaxMandate may grant you certain Rewards, in accordance with this Agreement. Eligibility to receive Rewards and the opportunity to receive Rewards are offered at the sole discretion of NoVaxMandate and subject to your compliance with this Agreement and any other applicable agreements. NoVaxMandate reserves the right to change, upgrade, or discontinue its Rewards offers and any NoVaxMandate Platform or any features related thereto, at any time, with or without notice. All rights not expressly granted under this Agreement are reserved by NoVaxMandate or its licensors.
3.1. Eligible Rewards. NoVaxMandate may make available, on the NoVaxMandate Platforms, affiliate links assigned to user accounts. In order to qualify for Rewards, you must (i) have an Account; and (ii) one of the following events must occur in accordance with applicable terms and conditions (each, an “Eligible Rewards”): (a) a Company whom you successfully referred to an NoVaxMandate Platform via a QR code, link, or other NoVaxMandate-enabled mechanism completes a purchase of a Sponsored Listing or Subscription; or (b) a User whom you successfully referred to an NoVaxMandate Platform via a QR code, link, or other NoVaxMandate-enabled mechanism completes a purchase of a Sponsored Listing or Subscription. 3.2 Rewards Adjustments. The Rewards are subject to adjustment (as further detailed in Section 7 below) in the result of returns, refunds, chargebacks, and/or other determinations that the Rewards do not comply with these Terms. All Rewards are deemed pending for a period of thirty days after the Eligible Rewards and cannot be accessed until after the pending period. Rewards are not guaranteed. NoVaxMandate may change the criteria for Eligible Rewards at any time and may, but is not obligated to, notify you of those changes via notifications on NoVaxMandate Platforms, email, text, and/or updates to this Agreement. 3.3. Valid Account to Withdraw. In order to withdraw Rewards, you must have a registered Account with a valid and verified email address and password. Anonymous accounts may be eligible to earn Rewards, but anonymous accounts cannot withdraw Rewards until it is linked with a valid and verified email account. 3.4. Rewards Unsecured. The Account is not a financial account and does not carry a balance in US dollars (“USD”), bitcoin, or in any other fiat or cryptocurrency on your behalf; it merely (1) records a general unsecured commercial obligation (the “Rewards”) to you by NoVaxMandate, as described herein, and (2) allows NoVaxMandate to coordinate your participation in the program. “Earn bitcoin” or “earning bitcoin”, “earning sats” or "earning rewards” and other similar terms used herein and in connection with the NoVaxMandate Platforms means the right to be paid accrued Rewards added to your Account by NoVaxMandate, subject to this Agreement, whether in USD or bitcoin terms, as currency (e.g. bitcoin, USD, etc.) payouts, voucher payouts, etc., as determined within NoVaxMandate’s sole discretion. It does not mean that the Rewards, or any funds whatever, are held on your behalf. Further, by agreeing to these terms, you represent that you understand that you do not have right, legal title, or a security interest in any particular assets of NoVaxMandate, and you understand and agree that the only remedies available to you for controversies arising from this Agreement or your use of NoVaxMandate Platforms generally are subject to this Agreement (e.g. Section 18). 3.5 Calculating Rewards. Each Eligible Rewards shall occur on an applicable transaction date, and NoVaxMandate shall calculate your eligible Reward amount on a per-Eligible Rewards basis using (i) the USD value on the applicable transaction date, and (ii) the applicable amount or percentage of the amount of your Eligible Rewards, which may or may not be communicated to you prior to the Eligible Rewards, and which may further vary from time to time or Eligible Rewards to Eligible Rewards, at NoVaxMandate’s sole discretion. NoVaxMandate calculates the value as determined by NoVaxMandate in its sole discretion. All calculations and determinations, including the determination of reward value on any given transaction date and whether any particular transaction meets the requirements for a Eligible Reward, shall be performed by NoVaxMandate at its sole discretion. You agree to release NoVaxMandate from, and NoVaxMandate hereby disclaims, any and all liability in connection with any disputes over the value of the rewards on any given date. 3.6 No Consideration for Rewards. You hereby acknowledge and agree that any Rewards granted to you by NoVaxMandate in connection with an Eligible Rewards are given without consideration or payment of any kind from you. NoVaxMandate may make reasonable adjustments to any reward amounts, including adjustments to the balance in your Account, at any time without advance notice if in its reasonable judgment NoVaxMandate finds such adjustments are necessary. 3.7 Limitations. Your Account may not have an excess of ten thousand dollars ($10,000) of value (the “Account Limit”) or more on any day. The Account Limit includes Rewards marked pending and final. You will not receive Rewards for a Eligible Rewards if such Rewards would cause either (i) your Account balance to exceed the Account Limit, based on our calculation of the value of Bitcoin on that day, or (ii) the total of all your redemptions (as described in Section 8 below) executed that day plus your Account balance to exceed the Account Limit. The Account Limit shall not apply to any individual Eligible Rewards that itself exceeds the Account Limit. For example, if you earn one bitcoin in an Eligible Rewards, and that bitcoin’s value is greater than $10,000, that bitcoin shall not apply towards your Account Limit. Additionally, you may not transfer any Rewards in your Account to other Members, or cause Rewards for a Eligible Rewards to be credited to another Member. Your Account, including any Rewards contained in it, may not be assigned or granted to, or inherited by, any other person or party.
Rewards are granted by NoVaxMandate exclude taxes, fees, discounts or credits, returns or cancellations, and chargebacks. Rewards may not be purchased. NoVaxMandate uses reasonable efforts to maintain a list of exclusions. The list of exclusions is subject to change without notice, and NoVaxMandate hereby disclaims any and all liability in connection with any incorrect information or failure to include information on the list of exclusions. If you receive Rewards and we later discover that you did not have an Eligible Rewards for those Rewards or that you manufactured spend through your own use or by permitting others to transact on your Account, you may forfeit future Rewards earnings, or we may apply future Rewards or any Rewards not yet redeemed until enough Rewards are accrued to cover it. The Rewards are designed for consumer spend only and may not be manipulated or converted into a commercial spend or financial transaction instrument. In addition, if you make a purchase and your Account is credited with Rewards, any later return, reversal, cancellation or dispute involving any part of the Eligible Rewards will result in your Rewards balance being reversed, debited or cancelled (in whole or part) to reflect that portion of the purchase which has been returned, reversed, cancelled or disputed and may cause your Rewards balance to go negative. We may also take any other action we deem appropriate.
Subject to this Agreement, we hereby grant you a non-exclusive, non-transferable license (without the right to sublicense) to access and use the NoVaxMandate Platforms for your personal use that may lead to Rewards. You agree that you obtain no rights other than the rights and licenses expressly granted in this Agreement.
Restrictions on Usage
You agree that you will not, and will not permit others to: (i) damage, interfere with or unreasonably overload the NoVaxMandate Platforms; (ii) introduce into the NoVaxMandate Platforms any code intended to disrupt the Platform or Rewards; (iii) alter or delete any information, data, text, links, images, software, chat, communications and other content available through the NoVaxMandate Platforms (collectively, “Content”); (iv) access the NoVaxMandate Platforms by expert system, electronic agent, “bot” or other automated means; (v) use scripts or disguised redirects to derive financial benefit from NoVaxMandate; (vi) modify, reverse engineer, reverse assemble, decompile, copy or otherwise derive the source code of any NoVaxMandate Platform for any reason; (vii) rent, sell, or sublicense any of the NoVaxMandate Platforms; (viii) provide any unauthorized third party with access to the Platform(s); (ix) access confidential Content through the NoVaxMandate Platforms; (x) interfere with the operation of the Platform(s) and/or provision of Rewards, including, but not limited to, distribution of unsolicited advertising or mail messages and propagation of computer worms and viruses; (xi) post any material in any form whatsoever on the NoVaxMandate Platforms that is defamatory, obscene, or otherwise unlawful or violates any third party’s right of privacy or publicity; (xii) infringe any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with your use of the NoVaxMandate Platform(s); (xiii) engage in any activity that does not comply applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Program.
Account Maintenance and Updates
7.1 Account Adjustments. In our sole discretion, we may deduct reward credits from your Account in order to make adjustments for returns and cancellations with respect to Eligible Rewards. Any such adjustments, however, will be made in accordance with this Agreement, any applicable NoVaxMandate policies and terms, and any and all applicable laws, rules, and regulations. It is your responsibility to check your Account regularly to ensure that Rewards have been properly credited and redeemed and that your Account balance is accurate. If you believe that Rewards have not been correctly credited to your Account, you must contact NoVaxMandate Support within thirty (30) days of the Eligible Rewards. Should you disagree with any adjustments made to your Account or payments made to you, your sole remedy is to cease using the NoVaxMandate Platforms. 7.2 Misapplied Rewards. In the event we determine, in our sole discretion, that you have been credited rewards which were misapplied by us for any reason, we may deduct the misapplied rewards from your Account. If you have redeemed the misapplied rewards, you agree to promptly return to us the balance of the misapplied rewards, less $100, which you may keep. If you refuse to promptly return the misapplied redeemed rewards, you agree to reimburse us for all costs and reasonable attorneys’ fees associated with our recovery of the misapplied redeemed rewards. 7.3 Taxes. You may be taxed on your receipt of Rewards depending on the tax laws of federal, state, and local jurisdictions. You will be solely responsible for any and all tax liability arising out of the consideration received in connection with the Program. We may need to collect certain identifying information from you in order to fulfill our tax reporting obligations, and in the event you are unable or unwilling to provide such information, you may forfeit your Rewards. 7.4 Updating Your Account. You agree to keep your Account information current, complete, and accurate by periodically updating the information through the NoVaxMandate Platforms. You must be logged into NoVaxMandate and enter your password to change your Account information. You may check your Account status and recent Rewards history at any time via the NoVaxMandate Platforms. You will maintain the confidentiality of your Account information, including username and password by which you access the NoVaxMandate Platforms. Any use of your username or password will be deemed to be your use, and NoVaxMandate is entitled to act on instructions received under your password and is not responsible for any changes made to your Account or redemption of Rewards made by someone else who uses your password. If there is a breach of security through your Account, you will immediately change your password and notify us of such breach. You agree that, unless you have first notified us immediately of any such breach, we should assume that any instruction transmitted using your username and password is yours and has been authorized by you, and we will have no further obligation to investigate the propriety of such instruction. 7.5 Maintaining Your Active Account. An Active Account means you must have completed a purchase on a NoVaxMandate Platform in the last twelve (12) calendar months. If your Account becomes inactive, NoVaxMandate may also elect, at its sole discretion, to close your Account permanently and cease to maintain your Account records and NoVaxMandate Platform access. You hereby acknowledge and agree that by failing to maintain an Active Account you abandon any claim and forfeit all rights to the Rewards in your Account at that time and any associated gains or losses. NoVaxMandate shall not be liable to you for the value of any Rewards, or any gains or losses associated with the value of the Rewards in your Account, at the time your Account is closed for inactivity in accordance with this Section. 7.6 Fraudulent Activity. We reserve the right to investigate any purchase transactions, referral activity, or interaction with any NoVaxMandate Platform that we believe, in our sole discretion, is abusing or has abused NoVaxMandate or any NoVaxMandate Platform. We reserve the right to rescind any Rewards accrued by, bar further Rewards to, and/or terminate the membership of, any Member that we believe, in our sole discretion, is abusing or has abused NoVaxMandate or any NoVaxMandate Platform, including, but not limited to, by engaging in a pattern of returning products after the corresponding Bitcoin has been credited, or making fraudulent referrals and/or Eligible Rewards by creating multiple Accounts. Any failure to comply with this Agreement, any fraud or abuse relating to the accrual or receipt of Rewards, or any misrepresentation of any information furnished to NoVaxMandate by you or anyone acting on your behalf will result in the termination of your membership and forfeiture of your accrued Rewards. If NoVaxMandate has any reason to suspect fraudulent activity is associated with your Account, NoVaxMandate reserves the right to delay or withhold redemption of Rewards. Any suspected or actual cases of fraud activity will be escalated and reviewed at NoVaxMandate’s sole discretion and may result in civil or criminal penalties.
Assumption of Risk
8.1. Bitcoin Value. BITCOIN VALUES CAN FLUCTUATE SUBSTANTIALLY WHICH MAY RESULT IN A TOTAL LOSS OF THE VALUE OF YOUR REWARDS. NOVAXMANDATE DOES NOT OWN OR CONTROL ANY OF THE SOFTWARE PROTOCOLS THAT ARE USED IN CONNECTION WITH THE BITCOIN VALUATION. ACCORDINGLY, NOVAXMANDATE DISCLAIMS ALL LIABILITY RELATING TO ANY VALUATION FLUCTUATIONS IN THE REWARDS, AND MAKES NO GUARANTEES REGARDING THE SECURITY, FUNCTIONALITY, OR AVAILABILITY OF SUCH PROTOCOLS. 8.2 Protocol Forks. BY USING THE NOVAXMANDATE PLATFORMS, YOU ACKNOWLEDGE AND AGREE THAT THE UNDERLYING PROTOCOLS ARE SUBJECT TO SUDDEN CHANGES IN OPERATING RULES (KNOWN AS “FORKS”), AND THAT SUCH FORKS MAY MATERIALLY AFFECT THE VALUE, FUNCTION, AND/OR EVEN THE NAME OF THE BITCOIN TO WHICH THE REWARDS ARE PEGGED. IN THE EVENT OF A FORK, YOU AGREE THAT WE MAY TEMPORARILY SUSPEND OPERATIONS (WITH OR WITHOUT ADVANCE NOTICE TO YOU) AND THAT WE MAY, IN OUR SOLE DISCRETION, DECIDE WHETHER OR NOT TO ADJUST YOUR REWARD BALANCE AS A RESULT OF THE FORKED PROTOCOL. 8.3 Risk of System Failure. YOU ACCEPT ALL RISKS ASSOCIATED WITH THE USE OF THE REWARDS BEING ASSOCIATED WITH BITCOIN, AND ANY FAILURES THAT MIGHT ARISE AS A RESULT THEREOF, INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS. THE NATURE OF BITCOIN MEANS THAT ANY TECHNOLOGICAL DIFFICULTIES EXPERIENCED BY NOVAXMANDATE MAY PREVENT NOVAXMANDATE FROM BEING ABLE TO SUCCESSFULLY REDEEM YOUR REWARDS FOR BITCOIN. 8.4 Market Disruption. You agree that we are not liable for any price fluctuations in Bitcoin. In the event of a market disruption, we may do one or more of the following: (a) suspend Rewards earning or redemptions; or (b) prevent you from completing any actions via the NoVaxMandate Platforms. We will not be liable for any losses suffered by you resulting from such actions. Following any such event, when the NoVaxMandate Platforms resume, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event. 8.5 No Liability for Unauthorized Access. Our responsibility is limited to the exercise of ordinary diligence in giving access to redeemed Rewards upon request and in preventing access to your Rewards by unauthorized persons. We are not responsible for any unauthorized access or loss or harm an unauthorized access cause, unless caused only by our gross negligence or our willful misconduct. 8.6 Risks Inherent to Bitcoin. (a) Bitcoin transactions are irreversible, and, accordingly losses due to fraudulent or accidental transactions may not be recoverable and NoVaxMandate shall not be held liable for any fraudulent or accidental transactions; (b) Bitcoin is not legal tender and is not backed by a government or central bank and NoVaxMandate is not a bank. As such, there is no protection, such as deposit insurance, to cover any losses associated with Bitcoin; (c) legislative and regulatory changes or actions at the state, federal or international level may adversely affect the use, transfer, exchange, and value of Bitcoin—the Bitcoin public ledger blockchain is maintained by a vast unidentified private computer network spread around the world and choosing to participate in Bitcoin is at your own risk and understanding of this network; (d) Bitcoin is a target for fraud and the potential for fraud is especially likely when you engage in transactions with external Bitcoin addresses; (e) Bitcoin is a target for hackers and hacking can occur even when you use the strongest security settings and as such your Bitcoin may be irretrievably stolen; (f) your bank accounts are at increased risk of being hacked when linked to Bitcoin accounts; (g) some Bitcoin transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you have initiated the transaction; (h) the value of Bitcoin may be derived from the continued willingness of market participants to exchange fiat currency for Bitcoin, which may result in the potential for permanent and total loss of value of a particular Bitcoin should the market for that Bitcoin disappear; (i) there is no assurance that a person who accepts Bitcoin as payment today will continue to do so in the future; (j) the volatility and unpredictability of the price of Bitcoin relative to fiat currency may result in significant loss over a short period of time; and (k) NoVaxMandate is not obligated to hold any bond or trust account to cover any losses incurred by any Members; and (l) in the event that NoVaxMandate holds such bond or trust account, any bond or trust account held by NoVaxMandate may not be sufficient to cover all losses incurred by our customers.
Communications from NoVaxMandate
Exports of NoVaxMandate Platforms
NoVaxMandate Platforms and their underlying information and technology may not be exported or re-exported into any country to which the U.S. has embargoed goods or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws. If you are a U.S. government end user, we are licensing the NoVaxMandate Platform(s) to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the NoVaxMandate Platform(s) are the same as the rights we grant to all others under this Agreement.
Acknowledgment of Community Standards
By having an Account with an NoVaxMandate Platform, you are becoming a Member of a community that depends on the goodwill and responsible behavior of each of our Members. Members are required to refrain from transmission or communication of images or text constituting ethnic slurs, obscenities, sexually explicit material, inflammatory or derogatory comments, or anything else that may be construed as harassing or offensive, which is targeted at the NoVaxMandate Platforms, our employees, contractors or agents, or other Members. This includes communications by means of social media or other Internet posts which violate the above community standards or promote or encourage gaming or fraudulent behavior. Members who violate this provision, as determined by us in our sole discretion, may have their access to the NoVaxMandate Platforms suspended or terminated without prior notice. For the avoidance of doubt, any Member whose access is so terminated forfeits all rights to any accrued Rewards in his or her Account
All right, title, and interest in the NoVaxMandate Platforms and the Content belong to NoVaxMandate or its licensors. Additionally, NoVaxMandate shall maintain all right, title, and interest in “NoVaxMandate,” the NoVaxMandate logo, and any other marks, service marks, trademarks, or logos of NoVaxMandate (“NoVaxMandate Marks”), whether or not such marks are registered in the U.S. and/or other countries. The NoVaxMandate Marks may not be used in connection with any product or service that is not NoVaxMandate in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits NoVaxMandate. You shall not by any means bid on any keywords with any search engine containing “NoVaxMandate” or anything substantially similar to “NoVaxMandate” or any other NoVaxMandate Mark including, but not limited to, NoVaxMandate.org, NoVaxMandate.tech, or NoVaxMandate.org. You shall not mention or use NoVaxMandate in any ad text, extensions or banner ads without the express written consent of NoVaxMandate. All other trademarks not owned by NoVaxMandate that are used in the NoVaxMandate Platforms are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by NoVaxMandate.
You agree, at your sole expense, to defend, indemnify and hold us, our affiliates, our Merchants, payment processors, financial institutions, our service providers and consultants, and our and their respective directors, employees and agents, harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of, resulting from, attributable to or in any way incidental to: (i) your use of the NoVaxMandate Platforms; (ii) your violation of this Agreement; or (iii) your violation of the rights of any third-party. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know 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.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
THE CONTENT AND THE NOVAXMANDATE PLATFORMS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE QUALITY, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY OR VALIDITY OF THE CONTENT OR THE NOVAXMANDATE PLATFORMS, INCLUDING, WITHOUT LIMITATION, ANY PRODUCT SEARCH RESULTS, PRODUCT DESCRIPTIONS, PRODUCT AVAILABILITY, PRICING INFORMATION ADVICE, OPINION, STATEMENT, RECOMMENDATIONS, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED IN CONNECTION WITH THE NOVAXMANDATE PLATFORMS. NOVAXMANDATE DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE NOVAXMANDATE PLATFORMS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, NOVAXMANDATE DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS FOR, ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY MERCHANTS UTILIZING THE NOVAXMANDATE PLATFORMS.
Limitation on Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: NOVAXMANDATE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION TRANSMITTED VIA THE NOVAXMANDATE PLATFORMS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF SUCH INFORMATION), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) NOVAXMANDATE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE NOVAXMANDATE PLATFORMS OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS: (B) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE NOVAXMANDATE PLATFORMS OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE NOVAXMANDATE PLATFORMS: AND (C) THE MAXIMUM AGGREGATE LIABILITY OF NOVAXMANDATE FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF: (1) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO NOVAXMANDATE TO USE THE NOVAXMANDATE PLATFORMS; AND (2) TEN U.S. DOLLARS ($10). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH NOVAXMANDATE AND THE AFFILIATED ENTITIES. Applicable law in certain states may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have certain additional rights.
Termination or Suspension
Dispute Resolution & Arbitration
If a dispute, controversy or claim, of any kind and every kind or type, whether based on contract, tort, statute, regulations, or otherwise, arising out of, or connected with, or relating in any way to this Agreement, or the relationship of the parties, or the obligations of the parties, or the scope of this arbitration agreement, of the operations carried out under this Agreement, including without limitation, any dispute as to the existence, validity, construction, interpretation, negotiation, performance, non-performance, breach, termination, scope, or enforceability of this Agreement, or the breach thereof (any one of which constituting the “Dispute”), and if the Dispute cannot be settled through direct discussions (in the opinion of any party), the parties agree to first endeavor to settle the Dispute in an amicable manner by mediation under the then current Commercial Mediation Rules of the American Arbitration Association (“AAA”), before resorting to arbitration. If the Dispute is not settled by mediation within thirty (30) days of written request for mediation by any party to AAA, then and thereafter any unresolved Dispute, including the arbitrability of any unresolved Dispute, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then current AAA Commercial Arbitration Rules with the award being final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any provisional remedy which would be available from a court of law shall be available from the arbitrator to the parties to this Agreement pending arbitration. The Federal Arbitration Act shall govern all arbitration proceedings under this Agreement. This Agreement shall in all other respects be governed and interpreted by the laws of the State of Texas, including its statutes of limitation but excluding any conflicts or choice of law rule or principles that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The arbitration shall be conducted in Fort Worth, Texas, by one neutral arbitrator chosen by AAA according to its Commercial Arbitration Rules. Neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. All fees and expenses of the arbitration shall be borne by the parties equally who shall make deposits as requested by AAA of each party’s share of the deposits requested. Failure or refusal by a party to pay its share of the requested deposits shall constitute a waiver by the non-paying party of its rights to be heard, present evidence, cross-examine witnesses, and assert counterclaims in the arbitration. Informing the arbitrator of a party’s failure to pay its share of the requested deposits for the purpose of implementing this waiver provision shall not be deemed to affect the arbitrator’s impartiality, neutrality, independence, or ability to proceed with the arbitration. However, each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of proofs. The prevailing party, according to the arbitrator, shall be entitled to an award of reasonable attorney’s fees for the arbitration and for all appeals of the award, arbitration fees and administrative expenses, and pre-award and post-award interest at the prevailing Texas statutory pre-judgment and post-judgment interest rates. This agreement to arbitrate shall survive the termination or repudiation of this Agreement.
NoVaxMandate may assign this Agreement and its rights or delegate its obligations under without your consent. You may not assign your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void.
If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
Enforcement of this Agreement is solely in our discretion and our failure to enforce a provision in some instances does not constitute a waiver of our right to enforce such provision in other instances.
Entire Agreement; Conflicts
This Agreement represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral (including without limitation, earlier versions of this Agreement that may have been accepted by you). We reserve the right to modify this Agreement at any time. Your non-termination and continued participation in the or use of any NoVaxMandate Platform after modification of this Agreement will constitute affirmative acceptance by you of such modification and your consent to abide by any terms thereof. In the event of a conflict between the terms of this Agreement and the terms of another agreement between you and NoVaxMandate, the terms of this Agreement shall govern unless otherwise specified herein or therein.
You acknowledge that you have read this Agreement, and that in entering into it, you are not acting or relying on any representations, warranties, agreements, or inducements other than those expressly made herein. It is agreed and acknowledged that you are acting fully and freely upon your own investigation and knowledge and that you voluntarily bind yourself by this Agreement of your own free will. In creating an Account and accepting this Agreement, you further acknowledge that you have had the opportunity to rely upon the advice of counsel of your own selection. Because you extensively reviewed this Agreement prior to your acceptance of it, this Agreement shall be interpreted without regard to the party who drafted the Agreement.
Please note that email communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.