IMPORTANT INFORMATION

Last modified: June 28, 2010

You should carefully read the following terms and conditions. Your use of this website is governed by the Terms of Service Agreement, Privacy Policy, Disclaimer, and any other relevant terms and conditions, policies, and notices which may apply to the website or a specific section or module of the website.
This Terms of Service Agreement (the "Agreement") describes the terms and conditions applicable to your use of the Novachi.com website which is identified by the uniform resource locator www.novachi.com (the "Website"). This Agreement is entered into between you as the user of the Website (the "User") and Novachi Inc. ("Novachi").

1. Application and Acceptance of the Terms and Conditions:
1. For the purposes of this Agreement, a "User" is any person who accesses the Website for whatever purpose, regardless of whether said User has registered on the Website as a registered User or whether said User is a paying customer for a specific service provided by Novachi or its affiliate. A User includes the person using this Website and any legal entity which may be represented by such person under actual or apparent authority.
2. By accessing or using the Website, you hereby agree to accept the terms and conditions set forth in this Agreement as a User. You shall be bound by the terms and conditions of this Agreement with respect to your access or use of this Website and any further upgrade, modification, addition or change to this Website. If you do not accept all of the terms and conditions of this Agreement, please do not use this Website
3. Novachi may amend this Agreement at any time by posting the amended and restated Agreement on the Website. The amended and restated Agreement shall be effective immediately upon posting. This Agreement was last amended on June 28, 2010. Posting by Novachi of the amended and restated Agreement and your continued use of the Website shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified, except in writing by an authorized officer of Novachi.
4. Access to the Website and certain of its features are provided to all users free of charge. However, Novachi reserves the right, without prior notice, to restrict access to certain areas or features of the Website ("Premium Service") to paying Users or Users who undergo a specific registration process. Access to and use of the Premium Service is governed by additional terms and conditions under separate agreements in addition to this Agreement.
2. General Usage Terms and Conditions:
1. User may use this Website solely for participating in activities available on Novachi Website. User may download via normal web browser usage for personal, non-commercial use of the non-secured content on the Website and secured content via normal participation in available Website activities. User shall not copy, reproduce or download any information, text, images, video clips, directories, files, databases or listings available on or through the Website (the "Content") for the purpose of re-selling or re-distributing the Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with Novachi, or otherwise commercially exploiting the Content. Systematic retrieval of the Content from this Website to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Novachi is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.
2. Some of the Content displayed on this Website is provided or posted by third parties ("Third Party Content"). Third Party Content may come from school administrator, faculty, principal, vendor, or other registered user. Novachi is not the author of Third-Party Content, whether contributed by registered users or paid content providers. Any Third Party Content is the sole responsibility of the party who provided the content. Novachi is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User’s reliance on such Third Party Content. In addition, Novachi is not responsible for the conduct of any user’s activity on the Website, and shall not be liable to any person in connection with any damage suffered by any person as a result of such user’s conduct.
3. Novachi may allow User access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such third party’s website. You are cautioned to read such third party’s website terms and conditions and/or privacy policies before using such websites in order to be aware of the terms and conditions of your use of such websites. User acknowledges that Novachi has no control over such third party’s website, does not monitor such third party’s website, and shall not be responsible or liable to anyone for usage of such website, or any content, products or services made available on such a website.
4. Messages or information sent by a User through communication systems provided by the Website, or through emails, fax or letters to addressees obtained from the Website, shall not contain any of the materials described in the provisions below.
5. Novachi reserves the right to limit, deny or create different access to the Website and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User acknowledges that inability to use the Website wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall Novachi be liable to the User or any third parties for any inability to use the Website (whether due to disruption, limited access, changes to or termination of any features on the Website or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Website or any of its features.
6. User shall not undertake any scheme to undermine the integrity of the computer system or network used by Novachi and/or any other User. User shall not attempt to gain unauthorized access to such computer systems or networks.
7. We urge that you read Novachi’s Privacy Policy which governs the protection and use of each User’s information in the possession of Novachi and/or its affiliates. Each User hereby accepts the Privacy Policy and any updates and amendments thereto. Each User acknowledges that Novachi may change the Privacy Policy from time to time provided that Novachi shall make available the updated version of the Privacy Policy on the Website at all times. Your continuation of use of the Website shall be deemed to be your acceptance of the Privacy Policy which is then displayed on the Website at the time of such use.
8. As a condition of your access to and use of Novachi, you agree that you will not use the Novachi service to infringe the intellectual property rights or other legitimate rights of others in any way. Novachi will in appropriate circumstances terminate the account of Users who are repeat infringers of the copyrights, or other intellectual property rights, or other legitimate rights of others. In addition, Novachi reserves the right to terminate the account of a user upon any single infringement of the rights of others in conjunction with use of the Novachi services, or if Novachi believes that User’s conduct is harmful to the interests of Novachi, its affiliates, or other users, or for any other reason in Novachi’s sole discretion, with or without cause.
3. User Contributions to the Website

   Novachi provides Users with the opportunity to contribute to the Website. You understand that all information, data, text, links, articles, software, photographs, graphics, video, music, sound, messages and other content posted by you on the Website (collectively, the "User Content"), whether publicly posted or privately transmitted, are your sole responsibility, and that you are solely and exclusively responsible for all such User Content. You also represent and warrant that: (i) you own the content posted by you on or through the Website or otherwise have the right to grant the license set forth in this section; (ii) your posting of the content on or through the Website does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

1. Indemnify

   YOU AGREE TO INDEMNIFY, DEFEND AND HOLD NOVACHI INC., ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CO-BRANDERS, AND OTHER PARTNERS AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF (a) USER CONTENT YOU SUBMIT, POST TO, OR TRANSMIT THROUGH THE WEBSITE; (b) YOUR USE OF THE WEBSITE OR THE SERVICES; OR (c) YOUR VIOLATION OF THIS AGREEMENT, ANY APPLICABLE LAWS, OR THE RIGHTS OF ANY THIRD PARTY.

2. Links and Search Results

   The Website may provide links and/or search results, and third parties may provide information that reference or link to other websites or resources. Novachi has no control over such sites and resources, and you acknowledge and agree that Novachi is not responsible for the content or information contained therein

3. Third Party Communication

   Your dealings or communications through the Website with any party other than Novachi are solely between you and that third party. Under no circumstances will Novachi be liable for any goods, services, resources or content available through such third party dealings or communications, or for any harm related thereto.

4. Modifications to Site

   Novachi reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website or the Services, or any portion thereof, with or without notice. You agree that Novachi shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website

5. Suspension and/or Termination Rights

   Novachi reserves the right, at its sole discretion, immediately and without notice, to suspend or terminate the Agreement, your registration for any program, your ability to access the Website, your ability to utilize any Services and/or to remove any User Content, for any reason, including without limitation any breach by you of this Agreement or conduct by you that Novachi determines in its sole and absolute discretion to be inappropriate. You agree that Novachi shall not be liable to you or any third-party for any such suspension or termination.

4. Privacy, Security and Warranty
1. Privacy Policy

   We believe that your privacy and the privacy of all of users are important. Please click here to review our Privacy Policy, to which you hereby consent.

2. Data Backup

   Novachi is not liable for any lost data resulting from the operation of our Website and/or the enforcement of the Terms of Service (including without limitation content from any email account hosted by Novachi), and is not obligated to maintain backup copies of any contributed User Content or email messages. We recommend that you retain a copy of all User Content that you post or distribute to, or through, the Website.

3. Password and Security

   You may receive a password and account designation upon completing the Website’s registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Novachi of any unauthorized use of your password or account or any other breach of security, and (b) logout of your account at the end of each session.

4. Children under 13

   Usage of this Website requires parental consent for anyone less than 13 years of age. Novachi has built in safety measure to block children less than 13 years of age to register without having a valid access key. In order to obtain an access key, a parent must provide consent for the child’s use on the Website before an access key can be generated for the child under 13 years of age.

   You agree to accurately identify your role and age check during registration and not circumvent the safety measure of Novachi security. Either the child User or a child’s parent may update the User information and/or disable the child’s account.

5. Disclaimer of Warranties

   THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOVACHI MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE WEBSITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL CODE.

   NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NOVACHI OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE. NEITHER NOVACHI NOR ANY OF ITS AFFILIATES OR DATA OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY ERRORS OR DELAYS IN THE CONTENT, OR FOR ANY ACTIONS TAKEN IN RELIANCE THEREON.

6. Limitation of Liability

   TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOVACHI DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIMS ALL LOSSES, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE WEBSITE OR THE SERVICES, EVEN IF NOVACHI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, NOVACHI’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND YOUR USE OF THE WEBSITE SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO NOVACHI DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE APPLICABLE CAUSE OF ACTION AROSE.

7. Miscellaneous

   If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service shall remain in full force and effect. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Novachi’s failure to act with respect to any failure by you or others to comply with these Terms of Service does not waive Novachi’s right to act with respect to subsequent or similar failures. These Terms of Service set forth the entire understanding and agreement between you and Novachi with respect to the subject matter hereof; provided, however, that it shall be read in conjunction with any Novachi user agreement(s) entered into by you. Any cause of action or claim you may have with respect to this Agreement or the Website must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred. Data and information relating to securities or otherwise is provided for informational purposes only, and is not intended for trading purposes. The failure of Novachi to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.