1. Overview of the Terms of Use
a. Legal Tools & Technologies, Inc (dba Novo) provides this proprietary AI platform to you, subject to these terms of use ("Terms"). The Terms constitute a legal agreement between you and Novo and govern all use of Novo’s proprietary AI platform. By using Novo’s proprietary AI platform, you acknowledge that you have read, understood, and agree to be bound by these Terms.
b. If you do not agree with any provision of these Terms, you should not access or use Novo.
2. License and Access
a. Grant of License: We provide you with a nonexclusive, nontransferable, revocable, limited license to access and use of Novo’s proprietary AI platform, as provided in these Terms. We reserve the right to terminate this license at any time in our complete discretion. If you fail to comply with these Terms we reserve the right to terminate your license, including without prior notice. Except for the limited license set forth in these Terms, Novo does not grant you any express or implied rights or licenses under any proprietary or intellectual property rights.
3. Confidentiality
a. Confidential Information: Novo and you understand that one another has disclosed or may disclose Confidential Information, defined as all business, technical or third party information of you or Novo, including trade secrets, know-how, processes, pricing and financial data, software and documentation, which are provided, disclosed, or made available to the other party under this Agreement that is either identified, orally or in writing, as confidential or would be understood to be confidential by a reasonable person under the circumstances. Novo’s Confidential Information includes non-public information regarding features, functionality and performance of the Service and the terms of this Agreement.
b. You agree: (a) to use at least the same care and precaution in protecting the Novo’s Confidential Information as you use to protect your own proprietary information and trade secrets, but in no event less than a reasonable degree of care and (b) not to use or disclose to any third person any of Novo’s Proprietary Information except for your company’s employees, attorneys, advisors and potential investors who are bound to keep such information confidential.
c. Exceptions. Novo agrees that the foregoing Confidential Information restrictions shall not apply with respect to any information that the you can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from Novo, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any of Novo’s proprietary information.
d. Disclosure by Law. Notwithstanding this Section, you may disclose Novo’s Confidential Information in the event that you receive a subpoena or other government process that purports to require the production Novo’s Confidential Information for use in an action or proceeding, provided that you shall (a) promptly inform the entity issuing such subpoena or other government process of the existence of this Agreement, (b) promptly inform Novo of the receipt of such subpoena or other government process and (c) not oppose any effort by Novo to quash or limit any such subpoena or other government process. In the event Novo fails to intervene to quash or limit such subpoena or other government process after being given notice and a reasonable opportunity to do so or such intervention fails or is denied by a court of competent jurisdiction, such Confidential Information may be produced; provided, that such Confidential Information shall not lose its confidential status through such use and you shall take all reasonable and necessary steps to maintain the confidentiality of such Confidential Information during such use.
4. Representations and Warranties
a. By Both Parties. Each party represents and warrants to the other party that: (a) it has full right and power to enter into this Agreement and to perform fully all of its obligations hereunder; and (b) there are no other agreements, written or oral, with any third party in conflict herewith.
b. By Novo. Novo represents and warrants that its proprietary AI platform will operate in material conformity with any specifications set forth in writing by Novo. In the event of a breach of the warranty in this Section, you shall notify Novo in writing of the alleged issue, providing details of the problems, and upon confirmation of the issue by Novo, Novo will use commercially reasonable efforts to promptly correct any identified problem or provide work-arounds that address the identified issue to enable the proprietary AI platform to perform in accordance with this limited warranty. If Novo is unable to correct any identified problem, Novo shall notify you and you have the right to terminate this Agreement upon thirty (30) days’ written notice to Novo and Novo will refund you any pre-paid amounts for periods that have not yet occurred on the date of termination. The foregoing shall be Novo’s sole obligation and exclusive liability, and your sole and exclusive remedy, for any breach of the warranty in this Section. This Section shall not apply to your use of the proprietary AI platform during any free trial period
c. By You. You represent and warrant that you have provided all necessary and appropriate notices and opt-outs, and have obtained all necessary and appropriate consents, approvals and rights to collect, process, use, store, enhance and disclose your data and allow Novo to use, store, disclose and otherwise process such data as contemplated by this Agreement. You further represent and warrant that you have otherwise complied with applicable data protection laws in your provision of your data to us. You shall obtain and retain throughout the term of this Agreement and for three (3) years thereafter records sufficient to demonstrate that you have provided all such notices and opt-outs and obtained all such consents, approvals and rights.
d. Disclaimer: Except for the warranties explicitly set forth in this Section, Novo’s proprietary AI platform and all other services provided by Novo are provided “as-is” without warranty of any kind. Without limiting the foregoing, to the maximum extent permitted by law, Novo hereby disclaims all other warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Novo does not warrant that its proprietary AI platform will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the service.
5. Usage Restrictions
a. You will not use any content from Novo’s proprietary AI platform in a manner contrary to or in violation of any applicable international, national, federal, state, or local law, rule, or regulation having the force of law;
b. You will not use Novo’s proprietary AI platform in any manner that could harm, overburden, or otherwise impair any of Novo’s operating systems, including, but not limited to, the servers, networks, and other components connected to or used for this proprietary AI platform;
c. You will not upload, post, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software;
d. To the extent that you are able to upload, post or otherwise transmit content using this proprietary AI platform, you will not upload, post, or otherwise transmit any content that you do not have a right to transmit under any law;
e. You will not attempt to gain unauthorized access to any services, accounts, computer systems, or networks connected to any server used for this proprietary AI platform, such as through hacking, or any other methods;
f. You will not seek to gain access to any materials or information through any means not intentionally made available by us;
g. You will not reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, or take any similar actions with this proprietary AI platform, or any portion thereof without Novo’s prior written consent;
h. You will not make any use of Novo’s trademarks, service marks, trade names, logos, and graphics;
i. You will not use any network monitoring or discovery software to determine Novo’s operating architecture;
j. You will not use or otherwise export or re-export this website, or any portion thereof, in violation of the export control laws and regulations of the United States of America or any other country.
6. No Provision of Legal Advice
a. The information and services provided by Novo on its proprietary AI platform are not intended to and shall not be used as legal advice. No attorney-client relationship is formed. You use the content, information, and services on this website at your own risk.
7. Limitation of Liability
a. To the extent permitted by applicable law, except for either party’s Confidentiality obligations set forth in Section 3, and your Usage Restrictions set forth in Section 5, neither party shall be liable to the other party or any party claiming through the other party for (a) any indirect, punitive, exemplary, incidental, special, or consequential damages (including lost profits) arising out of this agreement or inability to use Novo’s proprietary AI platform, or (b) except for amounts payable by you, any damages in excess of the aggregate fees paid or payable to Novo hereunder in the six (6) month period prior to the date the claim first arose, in each case whether based in contract, tort, strict liability, or otherwise, and even if either party has been advised of the possibility of damages.
8. Payment
a. Fees. You shall pay the fees specified in each Order Form (collectively, the “Fees”).
b. Payment. Unless Novo chooses to bill through an invoice (in its sole discretion), you will be required to provide Novo (or its payment processor) with information regarding your credit card or other payment instrument. You represent and warrant that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes that may occur. You hereby authorize Novo to bill your payment instrument for the Fees. If Novo chooses to bill through an invoice, full payment for invoices issued in any given month must be received by Novo thirty (30) days after the mailing date of the invoice. Unpaid Fees are subject to a finance charge of 1.5% per month, or the maximum permitted by law, whichever is lower. You shall be responsible for all taxes associated with your use of the Service other than taxes based on Novo’s net income.
c. Changes: Any changes to agreed upon fees must be set forth in writing between Novo and you.
9. Termination
a. You agree that Novo, in its sole discretion, may terminate your access to its proprietary AI platform for any reason including, but not limited to, any action you may take inconsistent with the letter or spirit of these Terms. Novo shall not be liable to you or any third party for termination of access.
10. Choice of law and jurisdiction
a. These Terms are governed by and construed in accordance with the laws of the State of Texas, not including its conflict of laws rules. All disputes arising out of or in connection with this Agreement shall be settled by arbitration in Austin, Texas before a neutral single arbitrator, whose decision will be final and binding and the arbitral proceedings will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect.
11. Entire Agreement
a. These Terms and any policies incorporated in these Terms contain the entire agreement between you and Novo regarding the use of the proprietary AI platform and, other than any specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Novo on that subject.