Terms of Service

This Terms of Service (the “Terms”) is a binding agreement between you (”End User” or “you”) and Legal Tools & Technology Inc. dba Novo (“Novo”). These Terms govern your use of any Novo websites available at Trynovo.com, Usenovo.io, usenovo.ai, getnovo.ai, try-novo.com, trynovo.ai, trynovo.io (the “Site”) and Novo’s offering to support law firms, attorneys, and legal staff in curating materials for matter chronologies, demand letters, and similar materials (each considered Outputs (defined herein) through the Site (together with the Site, the “Services”). The Services are licensed, not sold, to you. Services you have access to are limited to those set forth in an Order Form between you (or an entity which you are an authorized user under an entity subscription (each a “Customer”) that is subject to Novo’s B2B Service Terms and Conditions). You acknowledge that if you are utilizing this service through an entity that has entered into an Order Form with Novo as an Authorized User (defined in our Service Terms and Conditions) your use of the Services is subject to the terms of the Service Terms and Conditions as an Authorized User thereunder.

BY CLICKING THE BOX TO INDICATE ACCEPTANCE, BY USING THE SITE, OR OTHERWISE USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS AND THE NOVO PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE AND CEASE USE OF THE SERVICES.



1.    License Grant.


Subject to these Terms, Novo grants you a limited, non-exclusive, and nontransferable license to use the website for your personal, non-commercial use on devices owned or otherwise controlled by you and to use the Services strictly in accordance with these Terms.

Novo hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the manuals, instructions, or other documents or materials that the Novo provides or makes available to you in any form or medium and which describe the functionality, components, features, or requirements of the Services, specifications, Documentation, and the information technology infrastructure used by or on behalf of Novo in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Novo or through the use of third-party services (“Novo Systems”) and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Novo or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Novo Systems. For the avoidance of doubt, Novo Materials include data and information related to your use of the Services that is used by Novo in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Resultant Data”), and any information, data, or other content derived from Novo's monitoring of your access to or use of the Services, excluding Your Data (“Novo Materials”), including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof (the “Documentation”) during the Term solely for internal business purposes in connection with its use of the Services. For the avoidance of doubt, Novo Materials includes Resultant Data and any and all information, data, materials, text, prompts, images, and other content that is used to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of, the Services, except for non-anonymized Your Data (“Training Data”), but does not include Your Data (defined herein).



2.    Modification to these Terms and the Services.


Novo may, at its sole discretion, change these Terms, including the Novo Privacy Policy, from time to time. If changes occur, we will post updated terms on the Site. Updated versions will never apply retroactively and will give the date they go into effect. We recommend that you check the Terms and Privacy Policy periodically for changes. Your continued use of the Services following the posting of any changes to the Terms means you accept those new terms. Additionally, Novo reserves the right to modify, suspend, or discontinue the Services (including, but not limited to, whether temporarily or permanently at any time for any reason. You agree that Novo shall not be liable to you for any modification, suspension, or discontinuation of the Services. Some modifications may require updates to Site in order to continue to use the Services. Novo may also impose limits on certain features and services, restrict your access to parts or all of the Services, and suspend or terminate users without notice or liability.



3.    Communications


You consent to accept and receive communications from us, including e-mail. You may opt-out of receiving marketing communications by following the unsubscribe options we provide to you but some transactional messages are deemed to be part of the Services.



4.    Novo Account


You may access the Site without registering for an account, but as a condition of using certain aspects of the Services, including storage and transfer capabilities, you are required to create a Novo account (an “Account”).

You are solely responsible for maintaining the confidentiality of your Account username and password and for restricting access to your devices and you hereby agree to accept responsibility for all activities, charges, and damages that occur under your Account. If you discover any unauthorized use of your Account, or other known account-related security breach, you must report it to Novo immediately. You agree that you are responsible for anything that happens through your Account until you close your Account or prove that your Account security was compromised due to no fault of your own. Novo cannot and will not be liable for any loss or damage arising from your failure to comply with this section.



5.    License Restrictions. You shall not:


  • (a) use the Services in any way to monitor or evaluate the availability, performance or functionality of the Services for any competitive purpose, or perform or assist any other party to perform any benchmarking on the Services;
  • (b) use the Services for any illegal purpose, or in violation of any local, state, national, or international law;
  • (c) copy any portion of the Services, except as expressly permitted by this license;
  • (d) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
  • (e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
  • (f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;
  • (g) rent, lease, lend, sell, sublicense otherwise make available the Services, or any features or functionality of the Services, to any third party for any commercial reason, including by making the Site available on a network where it is capable of being accessed by more than one device at any time;
  • (h) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services;
  • (i) directly or indirectly take any action that imposes or may impose (as determined by Novo in its sole discretion) an unreasonable or disproportionately large load on Novo or its third-party providers’ infrastructure; interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; run Mail list, Listserv, or any form of auto-responder or “spam” on the Services; or use manual or automated software, devices, or other processes to scrape any page of the Services; or
  • (j) create a false identity on the Services, misrepresent your identity, impersonate any person, create a profile for anyone other than you, or use or attempt to use another account.

If for any reason, Novo determines that you have failed to follow these rules, we reserve the right to prohibit any and all current or future use of the Services by you. If we have reason to suspect, or learn that anyone is violating these Terms, we may investigate and/or take legal action as necessary including bringing a lawsuit for damages caused by the violation. We reserve the right to investigate and take appropriate legal action, including without limitation, cooperating with and assisting law enforcement or government agencies in any resulting investigations of illegal conduct.



6.    Reservation of Rights


You acknowledge and agree that the Services, including the Site, are provided under license, and not sold, to you. You do not acquire any right, title, ownership interest or any intellectual property rights in the Services or any other information, data, or other content derived from Novo's monitoring of your access to or use of the Services, excluding Your Data (defined herein) (“Novo Materials”) or materials and information, in any form or medium, including any AI Feature, AI Technology, open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Novo (“Third-Party Materials”), whether expressly, by implication, estoppel, or otherwise, other than to use the Site and Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. All right, title, and interest in and to the Services, the Novo Materials, and the Third-Party Materials are and will remain with Novo and the respective rights holders in the Third-Party Materials. For purposes of these Terms, an “AI Feature” means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology; and “AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.

As between you and Novo, you will remain the sole and exclusive owner of all right, title, and interest in and to all information, data, Inputs, Outputs, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you by or through the Services or that incorporates or is derived from the processing of such information, data, or content by or through the Services (“Your Data”), including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted to Novo under these Terms.

Your Data includes: all information, data, materials, text, prompts, images, or other content that is (a) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by you or on your behalf for processing by or through an AI Feature, or (b) collected, downloaded, or otherwise received by an AI Feature for you or on your behalf, including in the case of (a) and (b) for purposes of fine-tuning, grounding, or otherwise modifying, refining, adapting, or customizing an AI Feature by, for you, or on your behalf (“Inputs”); and all information, data, materials, text, images, code, works, expressions, or other content, including but not limited to the demand letters and chronologies created hereunder, generated or otherwise output from an AI Feature in response to any Input or from use of an AI Feature by you or on your behalf (“Outputs”).



7.    Intellectual Property Rights.


Excluding your (or your company’s rights as a Customer if your use of the Service is subject to our Service Terms and Conditions, as applicable) rights in and to the Your Data, all right, title, and interest in and to the Novo Materials, including any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the “Intellectual Property Rights”) therein, are and will remain with Novo and, with respect to Third-Party Materials, the applicable third-party. You have no right, license, or authorization with respect to any of the Novo Materials except as expressly set forth in these Terms or the applicable third-party license to Third-Party Materials, in each case subject to any Use Restrictions. All other rights in and to the Novo Materials are expressly reserved by Novo. In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to Novo an assignment of all right, title, and interest in and to the Resultant Data and Training Data, including all Intellectual Property Rights relating thereto.

You hereby irrevocably grant all such rights and permissions in or relating to Your Data as are necessary or useful to Novo, its subcontractors, and the Novo personnel to enforce these Terms and exercise Novo's, its subcontractors', and the Novo personnel's rights and perform Novo's, its subcontractors', and the Novo personnel's obligations hereunder. For example, Novo may utilize Your Data in order to create Resultant Data or Training Data. Customer grants Novo an unlimited license and right to use any of Outputs that are anonymized for purposes of improving the Services (including but not limited to the creation of Training Data and Resultant Data).



8. Payment.


While we may offer portions of the Services for free, we do charge for certain features of the Services through the Site. When paid by you, these payments are final and non-refundable. Novo, in its sole discretion, may offer credits or refunds on a case-by-case basis including, by way of example, in the event of an error with your order or in the amounts you were charged. Novo will charge, and you authorize Novo to charge, the payment method you specify at the time of purchase. If you pay any amounts with a credit card, Novo may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has credit available for your intended purchase.


Unless otherwise stated in the applicable Order Form, you shall pay all Fees within 30 days after the date of the invoice therefor. You shall make all payments hereunder in US dollars by the method set forth in the Order Form. You shall make payments to the address or account specified in the Order Form or such other address or account as Novo may specify in writing from time to time.


If you fails to make any payment when due then, in addition to all other remedies that may be available: (a) Novo may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law, (b) you shall reimburse Novo for all costs incurred by Novo in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) if such failure continues for 15 days following written notice thereof, Novo may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to you by reason of such suspension.


All amounts payable to Novo shall be paid to Novo in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).


Novo reserves the right to establish, remove, and/or revise prices, fees, taxes, and/or surcharges for any or all services or goods obtained through the use of the Services at any time. Regardless of the cause, Novo reserves the right to charge the final price after checkout, including without limitation all applicable transaction taxes.



9.    Content and User Content


Through the Services, or via other users, Novo may make accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, campaigns, other material and information, and associated trademarks and copyrightable works (collectively, “Content”). You have no rights in or to the Content other than as permitted herein to use or access the Services.



10.    Collection and Use of Your Information.


You acknowledge that when you use the Site, Novo uses automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Services. You also may be required to provide certain information about yourself as a condition to use the Services or certain features or functionalities. All information we collect through or in connection with these Terms is subject to the Novo Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Novo Privacy Policy.



11.    Geographic Restrictions.


The Content and Services are based in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you are responsible for compliance with local laws.



12.    Updates.


Novo may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features for the Site (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Novo has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree that all Updates will be deemed part of the Site and be subject to all terms and conditions of these Terms.



13.    Third-Party Materials.


Novo may from time to time make Third-Party Materials available to you. For purposes of these Terms, such Third-Party Materials may be subject to their own terms and conditions. If you do not agree to abide by the applicable terms for any such Third-Party Materials, then you should not use such Third-Party Materials, and you acknowledge the Services may be limited without such use. You hereby authorize Novo to disclose Your Data, information about you, and allow third-party providers to use and process such information so that we may provide you our Services, whether or not such providers are disclosed to you or white labeled. Third-Party Materials may include software components that are subject to an open-source license agreement, which may include software available under certain open-source operating systems, software licenses, or any other license that is approved by the Open-Source Initiative (“Open-Source Components”). Nothing in these Terms limits your rights under, nor grants you rights that supersede, the terms and conditions of any applicable license terms for any Open-Source Components. A list of Open-Source Components and AI Technologies which Novo may make available through the Service and information related thereto are those Open-Source Components is available here.



14.    Confidentiality and Security.


From time to time during the Term of these Terms, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with these Terms, including but not limited to any information protected by attorney-client privilege and any sensitive or protected health information (the “Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 14; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section 14 only, “Receiving Party's Group” shall mean Receiving Party, the Receiving Party's affiliates and their respective employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.

Novo will employ industry standard security measures and comply with all applicable laws to protect personal information, Confidential Information, and other forms of sensitive information (such as information protected by attorney-client privilege and protected health information).



15. Term and Termination.


The term of these Terms commences when you acknowledge your acceptance and will continue in effect until terminated by you or Novo as set forth in this section, or upon the expiration or earlier termination of the Service Terms and Conditions if your use is subject thereto. We may suspend or cancel your Account without notice to you for any reason or no reason at all, including but not limited to if you violate these Terms, you create risk or possible legal exposure for us, your account should be removed due to unlawful conduct, or our provision of the Services to you is no longer commercially viable. Novo reserves the right to remove your Account information along with any Account settings from our servers with NO liability or further notice to you. Upon termination of your Account. your license to use Novo’s Services terminates. If you are an individual licensing our Services outside of Service Terms and Conditions, you may terminate the Services by providing Novo notice of non-renewal at least 60 days prior to the expiration of the then-current term set forth in the Order Form.



16. Representations; Disclaimer of Warranties.


User represents, warrants, and covenants to Novo that it owns or otherwise has and will have the necessary rights and consents in and relating to Your Data, including but not limited to any data not proprietary to you such as client data, data protected by attorney-client privilege, and other information of any third party provided by User, so that, as received by Novo and processed in accordance with these Terms, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable law.


THE SERVICES ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NOVO, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, NOVO PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.


SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.


The Services and the Outputs derived from your Inputs are provided for convenience and informational purposes only and does not constitute legal advice and shall not be construed as an offer to represent your or your clients, or any other person, nor is it intended to create, nor shall the receipt of such information constitute, an attorney-client relationship. It is entirely your obligation to review, revise, edit and proof read all Outputs for accuracy and completeness, and you shall not act upon the Outputs, or decide not to act based upon the Outputs, without first taking such actions and seeking appropriate professional counsel from an attorney licensed in the applicable jurisdiction.


For the avoidance of doubt, the Services and the Outputs derived from your Inputs made available hereunder should not, nor any results from the use thereof, be understood as any type of guarantee or assurance of future success in any legal or other type of matter. You understand that the outcome of a particular case or matter cannot be predicated and the Services and Outputs that result cannot be relied upon to guarantee any particular outcome related thereto.



17. Limitation of Liability.


IN NO EVENT SHALL NOVO, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF THE TOTAL AMOUNT PAID IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, NOVO’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.



18. Indemnification.


You agree to indemnify, defend, and hold harmless Novo and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Services or your breach of these Terms.



19. Severability.


If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.



20. US Government Rights.


The Services are a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.



21. Governing Law.


These Terms are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule.



22.    Dispute Resolution.


  • (a) Any dispute arising out of, or related to this contract or the breach thereof (“Dispute”), shall first be attempted to be settled by direct discussions between executives of each party.

  • (b) If the Dispute is not resolved within thirty (30) days from the date that either Party first notifies the other Party of the Dispute in writing, then the Dispute shall be fully and finally be settled by binding arbitration before the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in force (“Arbitration”).

  • (c) The Parties agree that the AAA’s Expedited Procedures shall apply to any Dispute arising out of or related to your failure to pay any invoice, in full or in part. All other Disputes shall be heard by a single arbitrator, unless the amount of the claim(s) or counterclaim(s) exceeds five million dollars ($5,000,000.00) in the aggregate, in which case the dispute shall be heard by a panel of three arbitrators.

  • (d) The place of arbitration shall be Austin, Texas, USA. The arbitrator(s) will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute.

  • (e) The arbitrator(s) shall award to the prevailing Party, if any, as determined by the arbitrators, all of their costs and fees. 'Costs and fees' mean all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys' fees.

  • (f) Each Party shall, upon the written request of the other Party, provide the other with copies of documents relevant to the issues raised in the Arbitration. Other discovery may be ordered by the arbitrator(s) to the extent the arbitrator(s) deem additional discovery appropriate, and any dispute regarding discovery, including disputes as to the need therefor or the relevance or scope thereof, shall be determined by the arbitrator(s), which determination shall be conclusive.

  • (g) Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of the Arbitration without the prior written consent of both parties.

  • (h) Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.



23.    Entire Agreement.


These Terms, our Privacy Policy, and any statements or rules on the Services on your date of access constitute the entire agreement between you and Novo with respect to the Site and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Site.



24.    Waiver.


No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other agreement, these Terms shall govern.



25. Relationship of the Parties.


The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.



26. Public Announcements.


Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to these Terms or, unless expressly permitted under these Terms, otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that Novo may, without your consent and if applicable, include your name and other indicia in its lists of Novo's current or former customers of Novo in promotional and marketing materials.



27. Notices.


Any notice, request, consent, claim, demand, waiver, or other communications under these Terms have legal effect only if in writing and addressed to a party as outlined in the applicable Order Form. Notices sent in accordance with this section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the 3rd day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.



28. Interpretation.


For purposes of these Terms: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to these Terms as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these Terms: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, these Terms; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend these Terms to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of these Terms to the same extent as if they were set forth verbatim herein.



29. Headings.


The headings in these Terms are for reference only and do not affect the interpretation of these Terms.



30. Assignment.


You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of its obligations or performance under these Terms, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Novo's prior written consent. No assignment, delegation, or transfer will relieve you of any of its obligations or performance under these Terms. Any purported assignment, delegation, or transfer in violation of this section is void. These Terms is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.



31.    Force Majeure.


In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control (a “Force Majeure Event”), including (i) acts of God; (ii) flood, fire, earthquake, OTHER POTENTIAL DISASTER(S) OR CATASTROPHE(S), SUCH AS EPIDEMICS, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of these Terms; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power or transportation facilities. Either party may terminate these Terms if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of 30 days or more. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.



32. No Third-Party Beneficiaries.


These Terms is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.



33. Waiver.


No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.



34. Waiver of Jury Trial.


Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms or the transactions contemplated hereby.



35. Waiver of Class Action.


The parties further agree that any Arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. EACH PARTY AGREES THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.



36. Equitable Relief.


Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 14 or, in the case of the User, Sections 5, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.



37.    Contact.


If you have any questions regarding these Terms, please contact us at [email protected].

Last Update: December 12, 2024