As a Subscriber, you agree to pay our then-current and applicable subscription fees (as listed on the Site or pursuant to your customer agreement) for the Services, based on the subscription type for which you sign up. Your use of the Services is subject to the restrictions established in your applicable plan (e.g., limitations on storage amounts or the number of accounts or End Users). If you are an End User who is an employee, contractor or agent of a Subscriber, your business or organization may pay fees on your behalf. If you are a Visitor or a Non-Subscriber End User who was invited to interact with the Services by a Subscriber or other End User, you will not owe any fees, though your use of the Services will be subject to the terms of this Agreement. Nova AI charges and collects in advance for use of certain Services. Unless you designate in your Subscription preferences or notify us that you do not want your Subscription to be auto-renewed, you agree that we may automatically renew your Subscription to the Services and automatically charge you the then-current renewal fees for such renewed Subscription using the credit card or other payment mechanism associated with your subscription at the beginning of each recurring period.
We may, in our sole discretion, upgrade, enhance, change and modify the Services, including by discontinuing a Service or any aspect or feature thereof (collectively, “Modifications”). Any Modifications will be subject to this Agreement, and we will provide notice of adverse and material changes to this Agreement by posting them on our Site (and we may also, but we are not obligated to, e-mailing Subscriber regarding such changes). It is your responsibility to check the Site periodically. Changes to this Agreement, which may be made in our sole discretion, will be effective upon acceptance of this Agreement for new Subscriptions and effective for all existing Users thirty (30) calendar days after the posting of the new Agreement on the Site. You agree to be bound to this Agreement, as modified. If you do not agree to the modified Agreement, you are not permitted to use the Services and must terminate your subscription immediately. The terms of any new Agreement shall apply from and after the effective date thereof.
It is our goal to make access to our Site and Services a good experience for all Users. You agree not to, and represent and warrant that you will not (nor will you cause or permit any third party to), reproduce, duplicate, copy, sell, resell or exploit any portion of the Site or Services, use the Site or Services or access to the Site or Services for any purposes other than that for which the Site or Services are being provided to you, or do any of the following:
You agree that we, in our sole discretion, may immediately terminate your access to the Site and Services at any time, for any reason, in our sole discretion. We may provide you refunds in our sole discretion, but we are in no event required to provide you a refund pursuant to Section 3.3 if we terminate this Agreement for cause. Upon termination or expiration of your access to the Services, you will no longer have the right to access or retrieve your USER DATA through the Site. Upon expiration of a free trial that is not followed by a paid Subscription, or beginning thirty (30) days after any termination or expiration of your paid Subscription, you acknowledge and agree that we may delete any or all of your USER DATA. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES OR DELETION OF YOUR USER DATA. TERMINATION OF YOUR SUBSCRIPTION WILL IN NO WAY MODIFY, CHANGE OR VOID ANY PAYMENT OBLIGATIONS YOU MAY HAVE INCURRED UP TO THE DATE OF TERMINATION THROUGH YOUR USE OF THE SITE OR ANY SERVICES, WHETHER SUCH OBLIGATION IS TO US OR A THIRD PARTY.
Content from advertisers and other third parties may be made available to you through the Site and/or the Services. Because we do not control such content, you agree that we are not responsible for any such content. We do not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other Users, advertisers, and other third parties or violation of any third-party rights related to such content. The Site and Services may contain links to websites not operated by us. We are not responsible for the content, products, materials, or practices (including privacy practices) of such websites. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, nature or reliability of third-party websites, products or services accessible by hyperlink or otherwise from the Site or Services. We provide these links for your convenience only and we do not control such websites. Our inclusion of links to such websites does not imply any endorsement of the materials on such third-party websites or any association with their operators. It is your responsibility to review the privacy policies and agreements of any other website you visit. You agree that in no event will we be liable to you in connection with any websites, content, products, materials, or practices of any third party, including other Users.
EXCEPT AS WE (IN OUR SOLE DISCRETION) OTHERWISE AGREE UPON IN A SEPARATE WRITTEN AGREEMENT, WE ENDEAVOR TO OFFER THE SERVICES TO ALL OF OUR USERS ON A REASONABLY CONSISTENT BASIS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT PROTECTION OF USER DATA, NOR DO WE GUARANTEE DATA AVAILABILITY WHATSOEVER. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR SERVICES IS AT YOUR SOLE RISK. BOTH THE SITE AND SERVICES ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS.WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA OR INFORMATION AND SYSTEM INTEGRATION. WE MAKE NO WARRANTY THAT THE SITE AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES, OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE DEVICE, OR HARDWARE, OR ANY LOSS OF DATA THAT RESULTS FROM SUCH MATERIAL AND/OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, SERVICES, OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SITE, THE SERVICES OR YOUR USER DATA, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE.IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS LIMITED, IN THE AGGREGATE, TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR USE OF THE SITE OR SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS OR SUPPLIERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.
You agree to indemnify, defend and hold harmless Nova AI, our parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from (i) any of your USER DATA or content you upload to or use in connection with the Services, (ii) your use of the Site or Services, (iii) your violation of this Agreement, (iv) your violation of any rights of any other person or entity, (v) any disputes between you and another User of the Services; and (vi) any viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into the Site or Services.
We can only give you the benefits of our Service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications electronically. This Section informs you of your rights when receiving Communications from us electronically. For contractual purposes, you (i) consent to receive Communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communication(s)”) that we provide to you electronically satisfy any legal requirement that such Communication would satisfy if it were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of this Agreement by accessing this Site. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Site and Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.
The Services can be accessed from countries around the world. This availability of the Services outside the United States does not imply that we intend to announce such Services in your country. The Services are offered by us from our facilities in the United States of America. We make no representation that the Services are appropriate or available of ruse in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
T15. GENERAL TERMS.
You are responsible for compliance with all applicable laws. Except as otherwise provided in Section 16, below, (a) this Agreement and the relationship between you and Nova AI will be governed by the laws of the [State of Delaware], without giving effect to any choice of laws principles that would require the application of the laws of a different country or state and (b) you consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any court located in Delaware. This Agreement is personal to you, and you may not transfer, assign or delegate your rights and/or duties under this Agreement to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in this Agreement, shown in boldface type, are included only to help make this Agreement easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver by us will have any effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. This Agreement constitutes the complete and exclusive agreement between you and us with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. If you are a California resident, you waive California Civil Code §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.”
All controversies, disputes, demands, counts, claims, or causes of action between you and Nova AI arising out of, under, or related to this Agreement or our privacy practices (including any action we take or authorize with respect to information about or provided by you) shall be settled exclusively through binding arbitration.
Sections 2.4, 4, and 7 through 19, as well as any other limitations on liability explicitly set forth herein and our proprietary rights in and to the Site, any materials provided by us, Our Technology and the Services, will survive the expiration or termination of this Agreement for any reason.
We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via email to email@example.com or as otherwise expressly provided. Please report any violations of this Agreement to firstname.lastname@example.org.
If you are accepting this Agreement on behalf of a United States federal government entity, please email us at email@example.com for the applicable amendments.
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