NOVEATERRA TERMS & CONDITIONS

INTRODUCTION

Welcome to the NOVEATERRA.COM website and co-branded versions of the website located at URLs that resolve to the domain name NOVEATERRA.COM (the "Website" or "Site"). As you have no doubt experienced with virtually all websites, your use of this Site, as well as the use of any NOVEATERRA-branded mobile application on your smartphone or handheld device ("Mobile App"), is subject to certain terms and conditions of use ( collectively "Terms") set forth below. These Terms are important for both you and us as they create a legally binding agreement between us, protecting your rights as a valued customer and our rights as a business. PLEASE READ THESE TERMS CAREFULLY BEFORE USING AND/OR PLACING AN ORDER FROM THIS WEBSITE OR THE MOBILE APP. THEY MAY SEEM TECHNICAL AND LEGALISTIC, BUT THEY ARE IMPORTANT. BY USING THIS SITE, OUR MOBILE APP, AND/OR PLACING AN ORDER FROM THIS SITE OR THE MOBILE APP, YOU ACCEPT THESE TERMS, THE NOVEATERRA GIFT
CARD GENERAL TERMS AND CONDITIONS ("GIFT CARD TERMS"), AND OUR PRIVACY POLICY WITHOUT ANY RESERVATIONS OR QUALIFICATIONS, AND YOU AGREE TO BE BOUND BY THESE TERMS, THE GIFT CARD TERMS, AND OUR PRIVACY POLICY. THIS INCLUDES, WITHOUT LIMITATION, ACCEPTING THE TERMS RELATING TO BINDING ARBITRATION, WAIVER OF THE RIGHT TO CLASS ACTION, DISPUTE RESOLUTION (IF APPLICABLE) DISCLAIMER OF WARRANTIES, DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS, AND NEW YORK CHOICE OF LAW AS SET FORTH HEREIN. IF YOU DO NOT AGREE TO THESE TERMS OR OUR PRIVACY POLICY, WHETHER IN WHOLE OR IN PART, PLEASE DO NOT USE THE SITE OR OUR MOBILE APP, OR ANY OF THE SERVICES PROVIDED ON THE SITE OR THE MOBILE APP, OR PLACE AN ORDER FROM THE SITE OR THE MOBILE APP. These Terms constitute an agreement between you (hereinafter, "you" or "your") on the one hand, and NOVEATERRA USA, Inc., a New York corporation with its principal address at 500 5th Avenue, Suite 400, New York, NY 10110 and for NOVEATERRA Home products through ITX USA LLC (hereinafter collectively, "us," "our," "we," "NOVEATERRA," or the "Vendor") on the other hand, in relation to your use of the Website or Mobile App, the goods/services offered and sold through this Website or the Mobile App, and any orders you place through the Website or Mobile App (collectively, the "NOVEATERRA Services"). Before you place an order, please carefully read these Terms, the Gift Card Terms and our Privacy Policy. If you have any questions about the Terms, the Gift Card Terms, or the Privacy Policy, you may contact us via the contact information provided on our “Contact Us” webpage on the Site.

DISPUTES

You agree that any controversy or claim arising out of or relating to the Terms, the Gift Card Terms, the Site, the Mobile App, the Privacy Policy, and/or the NOVEATERRA Services shall be settled by binding arbitration in a location determined by the arbitrator as set forth herein (provided that such location is reasonably convenient for you in your hometown area), or at such other location as may be mutually agreed upon by the parties, in accordance with the applicable procedural rules set forth in the then prevailing Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The JAMS Rules and Procedures are available at www.jamsadr.com or by calling (800) 352-5267. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. Alternatively, you may assert your claims in small claims court in accordance with the terms of these Terms if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non representative) basis. The arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations and shall honor claims of privilege recognized at law. If you initiate arbitration against NOVEATERRA, you will not be responsible for professional fees for the arbitrator’s services or any other JAMS fees. If NOVEATERRA initiates arbitration against you, NOVEATERRA will pay for the arbitrator’s services and any other JAMS fees associated with the arbitration. In the event that the claimant is able to demonstrate that the costs of arbitration will be cost-prohibitive or greater than the costs of litigation, NOVEATERRA will pay as much of the claimant’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive or more expensive than the cost of litigation. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than the condition that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor NOVEATERRA shall be entitled to arbitrate their dispute. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED.
BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION. DO NOT USE THE SITE OR MOBILE APP, ANY OF THE SERVICES PROVIDED ON THE SITE OR MOBILE APP OR PLACE AN ORDER FROM THE SITE OR MOBILE APP IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. YOU FURTHER AGREE THAT ANY DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SITE, THE MOBILE APP, THE PRIVACY POLICY, THE GIFT CARD TERMS, AND/OR THESE TERMS WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION. Any disputes arising out of or relating to these Terms, the Gift Card Terms, the Privacy Policy, the Site, the Mobile App, and/or the NOVEATERRA Services shall be resolved in accordance with the laws of state of NEW JERSY, without regard to its conflict of law rules. Any disputes, actions or proceedings relating to these Terms or your access to or use of the Site or the Mobile App not subject to the arbitration provisions set forth herein must be brought in the Federal or state courts located in the state of New York and you irrevocably consent to the exclusive jurisdiction and venue of such courts.

SERVICE AVAILABILITY

Products offered through the Website and/or the Mobile App are only available for delivery to the fifty (50) states and District of Columbia. At this time, we are unable to deliver to hotels, APO addresses, Puerto Rico, and US territories, as well as freight companies.

HOW PURCHASE CONTRACTS ARE FORMED

No contract ("Contract") in respect of the purchase of a product offered on the Site or Mobile App shall exist between you and us until your order has been accepted by us and we send you the Shipment Confirmation (defined below). If we do not  accept your order and funds have already been deducted from your account, the funds will be fully refunded. To place an order, you will be required to follow the shopping process online and press the "Authorize Payment" button to submit the order. After this, you will receive an email from us acknowledging that we have received your order (the "Order Confirmation"). Your order constitutes your offer to us to buy one or more products from us for personal use and not for resale purposes. We reserve the right to limit, cancel or prohibit orders that, in our judgment, appear to be placed in violation of this policy. We further reserve the right to cease doing business with customers who violate this policy. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an email that confirms that the product has been dispatched or, if you selected the Pick-up In Store option (where available), by sending you an email and/or text message (if you so authorize at the time of purchase) that the product is available for instore pickup at the store you designated during the checkout process (collectively, the "Shipment Confirmation"). We will not be bound to supply any other products which may have been part of your order until the dispatch of such products has been confirmed in a separate Shipment Confirmation. Notwithstanding the foregoing, your card or other method of payment will not be charged until your order is accepted and shipped. However, it may show a pre-authorization of the funds immediately upon placing the Order. You acknowledge and agree that we do not make any warranty or guarantee regarding when product(s) will be available for pickup through the Pick-up In Store option. For all purchases made through the Site or the Mobile App, you acknowledge and agree that your purchase receipt will be provided electronically only; paper copies of receipts will not be provided.

AVAILABILITY OF PRODUCTS

All orders for products are subject to availability and in this regard, in the event of supply difficulties or because products are no longer in stock, we reserve the right to give you information about substitute products of an equal or higher quality and value which you can order. If you do not wish to order such substitute products, we will refund any monies that you might have paid. If you have chosen the Pick up In Store option, we reserve the right to subsequently notify you that the product(s) you have ordered are not available for the Pick-up In Store option; in such a case, you will be required to elect an alternate delivery method.

REFUSAL OF ORDER

We reserve the right to withdraw any product from the Website or Mobile App at any time and/or remove or edit any materials or content on the Website or Mobile App. While we will make reasonable efforts to process all orders, there may be exceptional circumstances that may require us to refuse to process an order after we have sent you an Order Confirmation; and we reserve the right to refuse to process an order at any time, at our sole discretion. We will not be liable to you or any other third party by reason of our withdrawing any product from the Website or Mobile App, whether it has been sold or not, removing or editing any materials or contents on the Website or Mobile App or for refusing to process or accept an order after we have sent you the Order Confirmation.

UNABLE TO DELIVER

Please note that an Order may be delivered to a neighbor, in case a delivery attempt is unsuccessful. Delivery to a neighbor address is upon judgment of the driver. Signature required orders which cannot be delivered will be returned to warehouse as stated above. The carrier will generally determine if the parcel can be left in a secure place at your delivery address. Your package may be returned to us if there is no safe place to leave the package at the point of delivery. For lost or missing packages, we will provide you with the information of the carrier and tracking number associated with your order so that you may contact them directly to track your package. Please note that we are not responsible for lost packages sent to mail forwarding providers. This clause does not apply to e/virtual gift cards, whose delivery shall be governed by the Gift Card Terms pertaining to gifts cards which may be found at: Gift Card Conditions and the gift card conditions provided in clause 9 above.

RISK AND TITLE

The product(s) will be at your risk from the time of delivery. Ownership of the product(s) will only pass to you when we receive full payment of all sums due in respect of the products, including delivery charges, or upon delivery (as defined in Clause 9 above), whichever event occurs later in time.

LIABILITY AND DISCLAIMERS

We publish information on the Site and Mobile App as a convenience to you. While we attempt to provide accurate and timely information, there may be inadvertent technical or factual inaccuracies and typographical errors. We reserve the right to make corrections and changes to the Site or Mobile App at any time without notice. The products described in the Site or Mobile App may not be available in your region. We do not claim that the information in the Site or Mobile App is appropriate to your jurisdiction or that the products described in the Site or Mobile App will be available for purchase in all jurisdictions. YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE SITE OR MOBILE APP, WHICH IS PROVIDED "AS IS." WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND ENDORSEMENTS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH REGARD TO INFORMATION ACCESSED FROM OR VIA THE SITE OR MOBILE APP, INCLUDING WITHOUT LIMITATION, ALL CONTENT AND MATERIALS, FUNCTIONS AND SERVICES PROVIDED ON THE SITE OR MOBILE APP, WHICH ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, UNINTERRUPTED ACCESS, AND ANY WARRANTIES OF TITLE, NON INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE OR MOBILE APP, OR THEIR FUNCTIONS OR CONTENT AND MATERIALS OR THE SERVICES MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SITE OR MOBILE APP WILL MEET USERS' EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE OR MOBILE APP SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE OR MOBILE APP, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE OR MOBILE APP. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR MOBILE APP IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. We make no warranties of any kind regarding any non-NOVEATERRA sites or mobile apps to which you may be directed or hyperlinked from the Site or Mobile App. Hyperlinks are included solely for your convenience, and we make no representations or warranties with regard to the accuracy, availability, suitability or safety of information provided in such non NOVEATERRA sites or mobile apps. We do not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on the Site or Mobile App. IN NO EVENT SHALL NOVEATERRA, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) (COLLECTIVELY, “DAMAGES”) ARISING FROM OR IN ANY WAY RELATED TO THE USE OF, OR THE INABILITY TO USE, OR THE PERFORMANCE OF THE SITE OR MOBILE APP, OR THE CONTENT AND MATERIALS OR FUNCTIONALITY ON OR ACCESSED THROUGH THE SITE OR MOBILE APP, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES OR ANY OTHER TYPE OF DAMAGE, TANGIBLE OR INTANGIBLE IN NATURE, EVEN IF NOVEATERRA OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THIS LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSIONS OF LIABILITY FOR CERTAIN TYPES OF DAMAGES; AS A RESULT, THE LIMITATIONS OR EXCLUSIONS OF LIABILITY CONTAINED HEREIN MAY NOT APPLY TO YOU IN WHOLE OR IN PART AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF NOVEATERRA'S  NEGLIGENT, FRAUDULENT, OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCURES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.
You will indemnify and hold harmless NOVEATERRA, its parent, subsidiaries, affiliates, officers and directors from and against any and all fines, penalties, liabilities, losses and other damages of any kind whatsoever (including attorneys’ and experts’ fees), incurred by NOVEATERRA and such parties, and shall defend NOVEATERRA and such parties against any and all claims arising out of (1) your use of the website or breach of these Terms and Conditions; fraud you commit, or your intentional misconduct or gross negligence; and your violation of any applicable U.S. or  foreign law or the rights of a third party. NOVEATERRA will control the defense of any claim to which indemnity may apply, and in any event, you shall not settle any claim without the approval of NOVEATERRA. Due to the open nature of the Website and/or Mobile App, and the potential for errors in the storage and transmission of digital information, we do not warrant the accuracy and security of information transmitted to or obtained from the Website or Mobile App unless otherwise expressly set out on the Website or Mobile App.

INTELLECTUAL PROPERTY

The Site and Mobile App, including all of its information and contents, such as text, data, wallpaper, icons, characters, artwork, images, photographs, graphics, music, sound, messages, graphics, software and the HTML used to generate the pages (collectively, "Materials"), is NOVEATERRA property or that of our suppliers or licensors and is protected by patent, trademark and/or copyright under United States and/or foreign laws. Except as otherwise provided on the Site, the Mobile App, or in these Terms, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, delete, add to, license, post, transmit, or distribute any Materials from the Site or Mobile App in whole or in part, for any public or commercial purpose without the specific prior written permission of NOVEATERRA. We grant you a personal, limited, nonexclusive, nontransferable license to access the Site and/or Mobile App and to use the information and services contained on the Site and/or Mobile App. We reserve the right, for any reason or for no reason, in our sole discretion and without notice to you, to revise the products and services described on the Site or Mobile App and to terminate, change, suspend or discontinue any aspect of the Site or Mobile App, including, but not limited to, the Materials on the Site or Mobile App as well as features and/or hours of availability of the Site or Mobile App, and we will not be liable to you or to any third party for doing so. Subject to Clause 27, we may also impose rules for and limits on use of the Site or Mobile App or restrict your access to part, or all, of the Site or Mobile App without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion. As between you and NOVEATERRA, (or any other company whose marks appear on the Site or Mobile App), NOVEATERRA (or the respective company) is the owner and/or authorized user of any registered or unregistered trademark, trade name and/or service mark appearing on the Site or Mobile App, and is the copyright owner or licensee of the Materials on the Site or Mobile App, unless otherwise indicated. The NOVEATERRA logos, designs, titles,
phrases and product names and the copyrights, trademarks, service marks, trade dress and/or other intellectual property in such materials (collectively, "NOVEATERRA Intellectual Property") are owned by NOVEATERRA and may be registered in the United States and internationally. You agree not to display or use the NOVEATERRA Intellectual Property in any manner without NOVEATERRA's prior permission. Nothing on the Site or Mobile App should be construed to grant any license or right to use any NOVEATERRA Intellectual Property without the prior written consent of NOVEATERRA. Except as otherwise provided herein, use of the Site or Mobile App does not grant you a license to any Materials or features you may access on the Site or Mobile App and you may not modify, rent, lease, loan, sell, distribute or create derivative works of such Materials, features or materials, in whole or in part. Any commercial use of the Site or Mobile App is strictly prohibited, except as allowed herein or otherwise approved by us. You may not download or save a copy of any of the Materials or screens for any purpose except as otherwise provided by NOVEATERRA. If you make use of the Site or Mobile App, other than as provided herein, in doing so you may violate copyright and other laws of the United States, Ireland, and/or other countries, as well as applicable state laws, and you may be subject to liability for such unauthorized use. The information on the Site or Mobile App including, without limitation, all site design, text, graphics, interfaces, and the selection and arrangements is protected by law including, but not limited to, copyright law. This does not prevent you from using the Website or Mobile App to the extent necessary to make a copy of any order. NOVEATERRA makes no claim that the Site or Mobile App may be lawfully viewed or that content may be downloaded outside of the United States. Access to the content may not be legal by certain persons or in certain countries. If you access the Site or Mobile App from outside the United States, you do so at your own risk, and you are responsible for compliance with the laws of the jurisdiction.