Novade Terms of Service
Thank you for using Novade Services and taking the time to read our Term of Service.
Subscription to the Novade Services requires the acceptance by the Customer of Novade Term of Service. In the absence of a formal agreement between Novade and the Customer for the Term of Service, this online version of the Term of Service governs access and use of the Novade Services. If the Customer does not agree with all or part of this Term of Service, he must not use the Services.
“Customer” means the legal entity identified in the Order or engaged with Novade to test the Services prior to an Order
“Customer Data” means the files, data and various elements provided by the Customer and the Users for processing in the context of the Services.
“Services” means the software and services that are ordered by the Customer and made available by Novade, as described in the Order. For the provision of the Services, Novade makes available to the Customer (among other things) a limited term license to the Software as well as updates, upgrades, new versions and certain other support and services relating to the Software.
“Subscription” means subscription to Novade Services ordered by the Customer and provided for a limited term.
“User” means anyone using the Services under the control and responsibility of the Customer. Users may include, for example, employees, clients, consultants, contractors and agents of the Customer, as well as third parties with whom the Customer transacts business.
“Order” means the proposal sent by Novade or a reseller and accepted by the Customer and/or the purchase order sent by the customer.
2 Provision of Services
Users of Customer’s Services account may access and use the Services in accordance with this Agreement.
Novade will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for scheduled maintenance and update and any unavailability caused by a Force Majeure Event.
Novade may update the Services from time to time. If Novade changes the Services in a manner that materially reduces their functionality, Novade will inform the Customer.
3 Customer Responsibilities
Compliance. The Customer is responsible for use of the Services by its Users and all activity occurring under the usage of services. The Customer and its Users must use the Services in compliance with the online term of use. The Customer and its users will comply with laws and regulations applicable to Customer’s use of the Services, if any.
Equipment and ancillary services. The Customer is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the services. The Customer is responsible for ensuring that such Equipment is compatible with the services, as applicable. The Customer is also responsible for the use, and maintaining the security, of the Equipment.
Administration of the Services. Customer may specify Users as “Administrators”. Administrators may have the ability to monitor, restrict, or terminate access to Services accounts. Novade’ responsibilities do not extend to the internal management or administration of the Services. Customer is responsible for: (a) maintaining the confidentiality of passwords and Administrator accounts; (b) managing access to Administrator accounts; and (c) ensuring that Administrators’ use of the Services complies with this Agreement.
Usage Restrictions. Customer will not:
- breach or otherwise circumvent any security or authentication measures;
- interfere with or disrupt the service or any user for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
- violate the law in any way, including storing or sharing content that’s fraudulent, defamatory, misleading, or that violates the privacy or infringes the rights of others;
- sell, resell, or lease the Services;
- permit direct or indirect access to the Service in a way that circumvents a contractual usage limit;
- copy the Service or any part, feature, function or user interface;
- reverse engineer the Services and software, nor attempt nor assist anyone else to do so
- allow any person under 16 to use the Services
Unauthorized Use & Access. Customer will prevent unauthorized use of the Services by its Users and terminate any unauthorized use of or access to the Services. Customer will promptly notify Novade of any unauthorized use of or access to the Services.
In the event of a breach of any of the obligations referred to herein, Novade reserves the right to suspend or terminate definitively access to the Services, with immediate effect.
4 Proprietary Rights & Licenses
“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant (a) Novade any Intellectual Property Rights in Customer Data or (b) Customer any Intellectual Property Rights in the Services or Novade trademarks and brand features.
Limited Permission. Customer grants Novade only the limited rights that are reasonably necessary for Novade to offer the Services (e.g., hosting Stored Data). This permission may also extend to trusted third parties Novade works with to offer the Services.
Software License. Some of the Services require to download Software. So long as Customer comply with these terms, we give users a limited, nonexclusive, non-transferable, revocable license to use the Software, solely to access the Services.
Copyrights. Novade respects copyright laws and expects all users to do the same. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders’ rights. As a condition to the use of the Services, Customer agrees not use the services to infringe the Intellectual Property Rights of others in any way.
License to Use Feedback. Novade may use, modify, and incorporate into its software and services any suggestion, enhancement request, correction or other feedback provided by Customer without any obligation to the Customer.
5 Protection of Customer Data
Confidentiality. Novade may share with the Customer information that is confidential, sensitive or should be kept secret. For example, Novade may share information on product roadmaps, product designs and architecture, technology and technical information, security audit reviews, business and marketing plans; these should always be considered confidential to Novade. Similarly, Novade agrees that customer data is confidential to the Customer.
Data Security. Novade servers are located in secure and reliable environments. Novade implements processes designed to protect Customer data and maintain security. Each registered user is assigned a unique user name and password which is required to access the Services. It is the user’s responsibility to protect the security of their login information.
Sharing of data. Novade may collect and analyse certain information regarding the use of Novade services. Information collected may include but is not limited to frequency of visits, type and time of transactions, type of browser and operating system, etc. This information is logged to help diagnose technical problems, administer the services, and improve the quality and types of service delivered. Novade may provide non-identifying and aggregate usage and volume statistical information derived from the actions of customers to third parties to demonstrate the value delivered. Other than disclosed in this agreement, Novade will not share any Customer data with third parties without Customer express permission.
Third party applications: Novade Services may contain links to third party applications, including some that have different privacy and security policies and practices than Novade. Novade makes no representations or warranties about the policies and practices of such applications.
Warranties. Novade strives to provide great Services, but there are certain things that Novade cannot guarantee. TO THE EXTENT NOT PROHIBITED BY LAW, NOVADE AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS) (A) PROVIDE THE SERVICES “AS IS”, AND “AS AVAILABLE”, (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G. WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), AND (C) DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.
Service unavailability. The Customer acknowledges that Novade does not control the transfer of data over communications facilities, including the internet, and that the services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Novade is not responsible for any delays, delivery failures, or other damage resulting from such problems.
Service interruptions. The Customer acknowledges that the Services may be temporarily unavailable for scheduled maintenance or because of other causes beyond Novade control. Novade will not be liable for any such unavailability, but Novade shall use reasonable efforts to provide advance notice of any scheduled disruption.
Indemnity. The Customer acknowledges that in the performance of its contractual obligations, Novade can not assume or be exposed to the risks associated with the Client’s business. THE CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD NOVADE AND ITS EMPLOYEES, SUBSIDIARIES, AGENTS AND REPRESENTATIVES HARMLESS FROM AND AGAINST ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO (A) THE USE OF THE SERVICES, AND OR (B) CUSTOMER DATA, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS, LITIGATION COSTS AND ATTORNEYS’ FEES, OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED.
7 Limitation of Liability
Liability principles. Data and more broadly any content integrated or processed in or with the Services by the Customer or a User, is the sole responsibility of the Customer.
Limitation on Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL NOVADE, ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF NOVADE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
Limitation on Amount of Liability. IN NO EVENT SHALL NOVADE AGGREGATE LIABILITY FOR THE CONTRACT EXCEED THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
General. No claim shall be made by the Client against Novade more than one year after the date on which the facts constituting the claim were discovered or should have been discovered.
8 Consulting Services
In the event the Customer orders any consulting, customisation, deployment, technical or training services (collectively, “Consulting Services), the nature, details and duration of the Consulting Services are described in the proposal, Statement of Work or related invoices. Consulting services shall be delivered either by Novade or Novade consulting partners.
Performance of consulting services. For consulting services that are deliverable/milestone based, upon delivery of all deliverables or completion of all milestones detailed in the proposal, Statement of Work or related invoices, Novade or Novade consulting partner shall provide Customer with written notice (“Completion Notice”). Thereafter, Customer shall have five (5) days after the date of the Completion Notice to provide Novade or Novade Consulting partner with a written notice describing any deliverables that have not been provided or milestones not met. The Consulting Service shall be deemed complete and the deliverables accepted absent Customer’s timely written notice of any deliverables or milestones not having been met. For the avoidance of doubt, a Completion Notice shall not be necessary for consulting services that are Time and Materials based.
Consulting Services Deliverables. Novade will own and retains all rights, title and interest in and to the any training materials or other tangible materials provided by Novade to Customer as part of the Consulting Services (each, a “Deliverable”). Subject to these Terms, Novade grants Customer a royalty free, limited, non-exclusive, non-transferable and terminable license to use the Deliverables solely for Customer authorized use of the Novade Service during the contract term. Nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Novade Tools”) used by Novade or Novade Service partner to develop the Deliverables and to the extent such Novade Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to Customer on the same terms as the Deliverables.
Consulting Services Warranty. For Consulting Services only, Novade and Novade Consulting Partner warrants that the Consulting Services will be performed in a professional and workmanlike manner in accordance with industry standards and in accordance with the scope of services outlined in the applicable proposals, statement of work or related invoices. Customer acknowledges that the ability to successfully perform the Consulting Services is dependent upon Customer’s provision of timely information, access to resources, and participation as outlined in the proposals, statement of work or related invoices.
9 Terms & Termination
Terms. This Agreement will remain in effect until Customer’s subscription to the Services expires or terminates, or until the Agreement is terminated.
Subscription renewal. Either Party may elect to terminate the Subscription to a Service at the end of the current Subscription term by providing notice on or prior to the date thirty (30) days preceding the end of such Subscription term. Unless the subscription to a Service is so terminated, the Subscription to a Service will renew for a Subscription term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in an Order, the Subscription Charges for any such subsequent Subscription Term shall be Novade standard Subscription Charges.
Subscription cancellation. No refunds or credits for Subscription Charges or other fees or payments will be provided if the Customer elects to terminate the subscription to the Service prior to the end of the effective Subscription Term.
Termination for Breach. Either Novade or the Customer may terminate this Agreement if: (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (b) the other party ceases its business operations.
Effects of Termination. If this Agreement terminates: (a) the rights granted by Novade to the Customer will cease immediately except as set forth in this section (b) 30 days after the effective date of termination, Novade will have no obligation to maintain or provide Customer Data, unless legally prohibited. The following sections will survive expiration or termination of this Agreement: Proprietary Rights and licenses, Effects of Termination, Indemnification, Disclaimers, Limitation of Liability and General.
Entire Agreement. The Contract constitutes the entire agreement between the Customer and Novade. This agreement supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Contract.
Force Majeure. Except for payment obligations, neither Novade nor the Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action, and Internet disturbance).
Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Novade. Novade may not assign this Agreement without providing notice to Customer, except Novade may assign this Agreement or any rights or obligations under this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
Third parties. The Customer authorises Novade to engage third parties to outsource parts of the services. Novade may in this context communicate to third parties all the necessary information and elements. Notwithstanding the foregoing, Novade is and remains responsible for the proper performance of third parties obligations.
Notice. Notices must be sent via first class airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent.
Communications. Novade may use the Client’s name, trademarks, logo and contact details as well as a description of the Services provided, in its presentations, Customer lists, case studies and other promotional or marketing materials, including, for example in press releases, brochures, reports, e-mails and electronic media.
Governing law and Jurisdiction. The client must comply with all domestic and international export laws and regulations that apply to the use of the Services. These laws include restrictions on destinations, end users, and end use. The validity and interpretation of the Contract and the legal relation of the Parties to it shall be governed by the laws of Singapore.