LAST MODIFIED DATE: February 26, 2021

These terms and conditions (the “Terms of Sale”) apply to the purchase and sale of products through www.novoco.com and the NovocoKnows Application (together, the “Website”). The Terms of Sale are subject to change by Novogradac & Company LLP (referred to as “Company,” “us,” “we,” or “our”) without prior notice at any time, in our sole discretion. Any changes to the Terms of Sale will be in effect as of the “Last Modified Date” referenced above. You should review these Terms of Sale prior to purchasing any products that are available through this Website. Your continued use of the Website after the Last Modified Date will constitute your acceptance of and agreement to such changes.

YOUR PURCHASE OF ANY PRODUCT OR SOFTWARE FROM THE WEBSITE DOES NOT CONSTITUTE A PROFESSIONAL SERVICES RELATIONSHIP BETWEEN YOU AND THE COMPANY. ANY OF THE INFORMATION PROVIDED IN ANY PRODUCT OR SOFTWARE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY, AND YOUR USE OF ANY OF THE INFORMATION IN ANY PRODUCT OR SOFTWARE IS AT YOUR OWN RISK. IF YOU DESIRE TO ENGAGE FOR PROFESSIONAL SERVICES WITH THE COMPANY, YOU MUST CONTACT US AND EXECUTE A WRITTEN ENGAGEMENT LETTER. THE COMPANY IS ONLY OBLIGATED TO PROVIDE THOSE PROFESSIONAL SERVICES AS AGREED IN A WRITTEN ENGAGEMENT LETTER.

These Terms of Sale are an integral part of the Website Terms of Use that apply to the use of our Website (https://www.novoco.com/terms-use). You should also carefully review our Privacy Policy (https://www.novoco.com/privacy-policy) and Privacy Notice for California Residents (https://www.novoco.com/novogradac-privacy-notice-california-residents) before placing an order for products through this Website.

Order Acceptance and Cancellation

You agree that your order is an offer to buy, under these Terms of Sale, all products listed in your order. All orders must be accepted by us or we will not be obligated to sell the products to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

Prices and Payment Terms

1. Prices posted on this Website may be different than process offered by us at other locations, such as at Conferences produced by or sponsored by the Company. All prices, discounts, and promotions posted on this Website are subject to change without notice. The price charged for a product will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
2. We may offer from time to time promotions on the Website that may affect pricing and that may be governed by terms and conditions separate from these Terms of Sale. If there is a conflict between the terms for a promotion and these Terms of Sale, the promotion terms will govern.
3. The following terms may be used by us to communicate pricing information:

1. “Purchase Price” references our normal price for a product.
2. “Sale” refers to a reduced price for a product.

4. Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept checks, Visa, Mastercard, American Express, and Discover for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay the charges incurred by you at the posted prices, including shipping and handling and all applicable taxes, regardless of the amount quoted on the Website at the time of your order.

If paying by check please mail to:

Novogradac & Company LLP
Attn: Products Desk
PO Box 7833
San Francisco, CA 94120

Shipments; Delivery; Title and Risk of Loss

1. We will arrange shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order.
2. Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

Intellectual Property Use and Ownership

You acknowledge and agree that:

1. For purchases of software from this Website, all references of the terms “sell,” “resell,” “resale,” “purchase,” “price,” and the like mean the purchase or sale of a license. Notwithstanding any provision in the Terms of Sale, the Terms of Use, or the specific license agreement for the product, each software product marketed on the Website is made available solely for license, not sale, to you and other prospective customers under the terms, conditions, and restrictions of the license agreement made available to you through a link accompanying the display or description of the software product.
2. You will comply with all terms and conditions of the specific license agreement for any product you obtain through this Website, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing, and transfer of those licensed products or services.
3. You will not cause, induce, or permit others’ noncompliance with the terms and conditions of any of these license agreements.
4. Novogradac & Company LLP is and will remain the sole exclusive owner of all rights in and to each product made available on this Website and any related specifications, instructions, documentation or other materials, including, but not limited to all related copyrights, patents, trademarks, and other intellectual property rights, subject only to the limited license granted under the product’s license agreement. You do not and will not acquire any ownership of any rights in or to the products made available through the Website, or of any intellectual property rights relating to those products.

Returns and Refunds

Except for any products designated on the Website as final sale or non-returnable, we will accept a return of the products for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within 14 days of delivery with valid proof of purchase and provided such products are returned in their original condition. To return products, you should email us at [email protected] to indicate your intention to return a product and whether you seek an exchange or a refund.

We only accept returns on software on CD-ROM purchases if it was received in damaged condition. Software purchased for download may not be returned for a refund.

You are responsible for all shipping and handling charges on returned items. Your refund will be credited back to the same payment method used to make the original purchase on the Website. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS WEBSITE AS NON-RETURNABLE OR AS PROVIDED IN THESE TERMS OF SALE.

Warranties and Disclaimers

ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANT OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANT AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS OF SALE, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR WE NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

OUR SOLE AND ENTIRE MAXIMUM LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS YOU HAVE ORDERED THROUGH OUR SITE.

Goods Not for Resale or Export

You represent and warrant that you are buying the products from the Website for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the United States.

Privacy

Our Privacy Policy (https://www.novoco.com/privacy-policy) and our Privacy Notice for California Residents (https://www.novoco.com/novogradac-privacy-notice-california-residents), governs the processing of all personal data collected from you in connection with your purchase of products through the Website.

Force Majeure

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms of Sale, for any failure or delay in our performance under these Terms of Sale when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or suppliers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws and procedures of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Dispute Resolution and Binding Arbitration

1. YOU AND NOVOGRADAC & COMPANY LLP ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
   ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANYWAY TO YOUR PURCHASE OF PRODUCTS THROUGH THE WEBSITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
2. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 12. The AAA Rules are available at https://www.adr.org/consumer or by calling the AAA at 1-800-778-7879. The Federal Arbitration Act will govern the interpretation and enforcement of this section.
   The arbitration will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid.
   The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
3. You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
4. You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR NOVOGRADAC & COMPANY LLP WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal mas no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the arbitration terms will be enforced.

Assignment

You will not assign any of your rights or delegate any of your obligations under these Terms of Sale without our prior written consent. Any purported assignment or delegation in violation of this clause is null and void. No assignment or delegation relieves you of any of your obligations under these Terms of Use.

No Waivers

The failure by us to enforce any right or provision of these Terms of Sale will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Novogradac & Company LLP.

No Third-Party Beneficiaries

These Terms of Sale do not and are not intended to confer any rights or remedies upon any person other than you.

Notices

1. To You: We may provide any notice to you under these Terms of Sale by: (i) to the email address you provide or (ii) by posting to the Website. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
2. To Us: To give us notice under these Terms of Sale, you must contact us by overnight courier, or registered or certified mail to 1160 Battery Street, 4th Floor, East Building, San Francisco, CA 94111, Attn.: Marketing. We may update the address for notices to us by posting a notice on the Website. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

Severability

If any provision of these Terms of Sale is held invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms of Sale and will not affect the validity or enforceability of the remaining provisions of these Terms of Sale.

Entire Agreement

The Terms of Use, our Privacy Policy and Privacy Notice for California Residents, the Terms of Sale, and the terms and conditions and/or license agreement relating to any product you purchase through the Website constitute the sole and entire agreement between you and Novogradac & Company LLP regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.