Terms of Service

Last Updated: September 2026

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("you," "your," "User," or "Customer") and Novacekite ("Novacekite," "we," "us," or "our") governing your access to and use of the website located at novacekite.net and the novacekite.net software-as-a-service platform, applications, application programming interfaces, dashboards, documentation, and related services (collectively, the "Service").

BY ACCESSING, REGISTERING FOR, OR USING THE SERVICE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICE. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity, in which case "you" refers to that entity.

1. Service Description

Novacekite provides novacekite.net, a cloud-based software platform delivered on a subscription basis. The Service may include hosted software functionality, data processing and storage, integrations with third-party applications, technical support, and periodic updates, enhancements, and new features. The specific scope, service levels, and features applicable to your subscription are set forth in your order form, subscription confirmation, or plan documentation, which is incorporated into these Terms by reference.

The Service is provided on an "as available" and "as configured" basis. We reserve the right to modify, update, suspend, or discontinue any feature, component, or functionality of the Service at any time, in accordance with Section 8 below. Certain features may be designated as beta, preview, or early access and are provided without warranty of any kind, may contain defects, and may be modified or discontinued at any time without liability.

The Service may interoperate with third-party products and services that we do not own or control. Your use of any third-party service is governed solely by the terms and privacy practices of that third party, and Novacekite disclaims all liability arising from your use of, or reliance upon, any third-party service. You are solely responsible for obtaining and maintaining all hardware, software, network connectivity, and credentials necessary to access the Service.

2. User Accounts

To access most features of the Service, you must register for an account by providing accurate, current, and complete information, including a valid email address, and you agree to promptly update such information to keep it accurate. You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, to create an account. The Service is not directed to children under thirteen (13), and we do not knowingly collect personal information from children under thirteen (13) in violation of the Children's Online Privacy Protection Act, 15 U.S.C. §§ 6501–6506 (COPPA), and the COPPA Rule as amended effective June 2025 (16 C.F.R. Part 312, 2025 amendments).

2.1 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account, whether or not authorized by you. You agree to use commercially reasonable security measures, including strong passwords, multi-factor authentication where available, and prompt rotation of credentials following any suspected compromise. You must notify Novacekite immediately at [email protected] of any unauthorized access, security breach, or suspected misuse of your account.

2.2 Organizational Accounts and Administrators

Where an account is established on behalf of an organization, the organization's designated administrator may control access rights, provision and deprovision users, manage configurations, and access data associated with the account. You acknowledge that the administrator may access, modify, or delete your user content and account settings, and that Novacekite shall have no liability for actions taken by an administrator. We reserve the right to refuse registration, suspend accounts, or reclaim usernames that we determine, in our sole discretion, to be offensive, misleading, infringing, or otherwise objectionable.

3. Acceptable Use Policy

You agree to use the Service only in compliance with these Terms, all applicable federal, state, and local laws, regulations, and ordinances, and any acceptable use or fair-use policies incorporated into your subscription documentation. Without limiting the foregoing, you shall not use the Service in any manner that violates the Federal Trade Commission Act § 5, 15 U.S.C. § 45, the Restore Online Shoppers' Confidence Act, 15 U.S.C. §§ 8401–8405 (ROSCA), the Children's Online Privacy Protection Act, 15 U.S.C. §§ 6501–6506 (COPPA), the Health Insurance Portability and Accountability Act (HIPAA) where applicable, the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801–6809 (GLBA) where applicable, the Electronic Communications Privacy Act, 18 U.S.C. § 2511, state wiretapping and invasion-of-privacy statutes (including the California Invasion of Privacy Act, Cal. Penal Code § 631), or any applicable consumer protection, export control, sanctions, or anti-corruption law.

You are responsible for the accuracy, quality, legality, and integrity of all data, files, text, images, code, or other materials that you upload, transmit, or process through the Service ("Customer Data"), and for ensuring that you have obtained all necessary consents and legal bases required to process such data. You shall not use the Service to process protected health information subject to HIPAA or nonpublic personal information subject to the GLBA unless a separate Business Associate Agreement or other written agreement has been executed with Novacekite.

You shall implement reasonable technical and organizational safeguards to prevent unauthorized access to the Service and shall promptly report to us any known or suspected violation of this Acceptable Use Policy. We reserve the right, but do not assume the obligation, to monitor use of the Service for compliance with this Section. Violation of this Acceptable Use Policy may result in immediate suspension or termination of your access, in addition to any other remedies available at law or in equity.

4. Prohibited Activities

You shall not, and shall not permit any third party to:

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or algorithms of the Service, except to the extent such restriction is prohibited by applicable law;
Copy, modify, translate, adapt, distribute, resell, sublicense, lease, time-share, or otherwise commercially exploit the Service or provide it as a service bureau to third parties without our prior written consent;
Circumvent, disable, or interfere with security-related features, access controls, rate limits, encryption, or usage metering of the Service;
Introduce viruses, malware, ransomware, worms, Trojan horses, spyware, or any other malicious or disruptive code or material;
Conduct automated scraping, crawling, harvesting, or data extraction of the Service, or use bots or automated processes to generate excessive load on our infrastructure;
Impersonate any person or entity, misrepresent your affiliation, or falsify header or identification information;
Engage in deceptive, fraudulent, or unfair practices, including phishing, spoofing, the distribution of unsolicited bulk communications in violation of the CAN-SPAM Act, or the facilitation of unlawful gambling, lending, or financial schemes;
Upload or transmit content that is defamatory, obscene, harassing, hateful, sexually exploitative of minors, or that infringes the intellectual property, privacy, or publicity rights of any third party;
Use the Service to store or transmit unlawful content, including material that violates any export control, economic sanctions, or anti-money laundering regime; or
Interfere with or disrupt the integrity or performance of the Service or the data contained therein, or attempt to gain unauthorized access to the Service or its related systems or networks.

We may investigate any suspected violation and cooperate with law enforcement authorities in prosecuting Users who violate these Terms. You agree that any violation of this Section constitutes a material breach of these Terms and that we may seek injunctive relief without the necessity of posting a bond.

5. Content Ownership

All right, title, and interest in and to the Service, including all software, source code, object code, architecture, user interfaces, designs, text, graphics, logos, trademarks, service marks, trade dress, and documentation, together with all intellectual property rights therein, are and shall remain the exclusive property of Novacekite and its licensors. These Terms grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during your subscription term solely for your internal business purposes, subject to your full compliance with these Terms. All rights not expressly granted are reserved.

You retain all right, title, and interest in and to Customer Data that you submit to the Service. You hereby grant Novacekite a worldwide, non-exclusive, royalty-free, fully paid-up license to host, store, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to provide, secure, maintain, and improve the Service, to comply with applicable law, and as otherwise permitted by our Privacy Policy. You represent and warrant that you own or have all necessary rights and consents to grant this license.

We may collect and use aggregated, de-identified, or anonymized data derived from your use of the Service, provided that such data does not identify you, your end users, or any individual, for purposes of analytics, benchmarking, product development, and service improvement. We may also compile and use statistical and operational metrics relating to Service performance. If you provide feedback, suggestions, or ideas regarding the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback without compensation or attribution.

6. User-Generated Content

The Service may permit you and other users to upload, post, publish, transmit, or display content, including text, files, images, comments, configurations, and integrations ("User-Generated Content"). You are solely responsible for all User-Generated Content that you submit, and you retain ownership of your User-Generated Content, subject to the license granted in Section 5.

You represent and warrant that: (a) you own or control all rights necessary to submit your User-Generated Content; (b) your User-Generated Content does not and will not infringe, misappropriate, or violate the intellectual property, privacy, publicity, or other rights of any third party; and (c) your User-Generated Content complies with all applicable laws and these Terms. You agree to indemnify, defend, and hold harmless Novacekite from and against any claims, damages, liabilities, costs, and expenses arising out of or relating to your User-Generated Content.

We do not pre-screen User-Generated Content and do not endorse, verify, or guarantee its accuracy, completeness, or reliability. We reserve the right (but not the obligation) to remove, disable access to, or refuse to publish any User-Generated Content that we determine, in our sole discretion, violates these Terms or applicable law. If you believe that content on the Service infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512, to our designated agent at [email protected], including all information required by the statute.

7. Payment Terms

Subscription fees, implementation fees, overage charges, and any other amounts payable ("Fees") are set forth in your order form or plan documentation and are payable in U.S. dollars in accordance with the billing frequency specified therein. Unless otherwise stated, all Fees are non-refundable, including in the event of partial-month usage, early termination, or suspension for cause. Fees are exclusive of all applicable sales, use, value-added, and similar taxes, which you agree to pay or reimburse, excluding taxes based on our net income.

Where you provide a payment card or other payment instrument, you authorize Novacekite and its payment processors to charge such instrument on a recurring basis for all Fees and applicable taxes until your subscription is terminated. You are responsible for keeping payment information current and accurate. If any charge is declined or any amount remains unpaid for more than ten (10) days past its due date, we may suspend or terminate your access to the Service and may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

Subscriptions renew automatically for successive periods equal to the then-current term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. We may increase Fees for any renewal term by providing at least thirty (30) days' prior written notice. Where your purchase constitutes a "negative option" or automatic renewal program, we will comply with the requirements of the Restore Online Shoppers' Confidence Act, 15 U.S.C. §§ 8401–8405 (ROSCA), and applicable state automatic renewal and continuous service laws, including clear disclosure of recurring charges and a simple mechanism for cancellation.

8. Service Modifications

We are continuously improving the Service and reserve the right to modify, enhance, reconfigure, or discontinue any aspect of the Service, including features, functionality, interfaces, APIs, and supported integrations, at any time and without liability to you. We will use commercially reasonable efforts to provide advance notice of material changes that materially and adversely affect your use of the Service, except where such changes are required for legal, security, or technical reasons or are necessary to prevent abuse or harm.

We may perform scheduled maintenance that temporarily interrupts the Service, and we will endeavor to provide reasonable advance notice for planned downtime. We do not guarantee uninterrupted or error-free operation, and the availability of the Service may be affected by factors beyond our reasonable control, including third-party infrastructure providers, internet congestion, and force majeure events.

These Terms may also be amended from time to time. If we make material changes to these Terms, we will post the revised version on this page and update the "Last Updated" date, and we may provide additional notice by email or through the Service. Your continued use of the Service after the effective date of any revision constitutes your acceptance of the amended Terms. If you do not agree to the amended Terms, you must stop using the Service and may terminate your subscription as provided in Section 10.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL RELATED MATERIALS ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," AND Novacekite EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. TO THE EXTENT THAT THE UNIFORM COMMERCIAL CODE (UCC) ARTICLE 2 AS ADOPTED BY THE RELEVANT STATE APPLIES TO THIS AGREEMENT, THE PARTIES AGREE THAT THIS IS A TRANSACTION IN SERVICES AND THAT THE WARRANTY DISCLAIMERS AND REMEDY LIMITATIONS HEREIN ARE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Novacekite, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF Novacekite AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO Novacekite FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

The limitations and exclusions in this Section apply notwithstanding the failure of any limited remedy of its essential purpose and shall survive termination or expiration of these Terms. Some jurisdictions do not permit the exclusion of certain warranties or the limitation of certain damages; in such jurisdictions, our liability shall be limited to the maximum extent permitted by law. Nothing in this Section limits liability that cannot be limited or excluded under applicable law.

10. Termination

These Terms remain in effect for as long as you maintain an account or use the Service. You may terminate your account at any time by providing written notice to [email protected] or by using the cancellation functionality within the Service. Termination is effective at the end of your then-current billing period, and you will remain liable for all Fees accrued through the effective date of termination.

We may suspend or terminate your access to the Service immediately, without prior notice or liability, if: (a) you materially breach these Terms, including any violation of Sections 3 or 4; (b) we are required to do so by law or court order; (c) your account has been inactive or delinquent for an extended period; (d) you become subject to insolvency, bankruptcy, or liquidation proceedings; or (e) we determine, in our sole discretion, that your continued access presents a security, legal, or reputational risk to Novacekite or other users.

Upon termination or expiration: (i) all licenses and rights granted to you under these Terms will immediately cease; (ii) you must cease all use of the Service and, if applicable, delete or destroy any downloaded materials; and (iii) we may, but are not obligated to, delete your Customer Data in accordance with our retention practices and the Privacy Policy. You may export your Customer Data within thirty (30) days following termination, after which we may permanently delete such data without liability. The provisions that by their nature should survive termination — including Sections 4, 5, 6, 7, 9, 11, and 13 through 19 — shall survive.

11. Contact Information

If you have any questions, complaints, or legal notices regarding these Terms or the Service, please contact us using the information below. All formal legal notices must be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier to the address below, with a courtesy copy sent by email. Notices to Novacekite shall be deemed given upon actual receipt.

Novacekite
Attention: Legal Department
Email: [email protected]
Phone: +12621585105
Address: 415 Mission Street, San Francisco, CA 94105, United States

12. Privacy and Data Protection

Your use of the Service is subject to our Privacy Policy and Cookie Policy, which are incorporated into these Terms by reference. Depending on your residency, you may have certain rights under applicable state privacy laws, including the California Consumer Privacy Act as amended by the CPRA (Cal. Civ. Code § 1798.100 et seq.), the Virginia Consumer Data Protection Act (Va. Code § 59.1-575 et seq.), the Colorado Privacy Act (C.R.S. § 6-1-1300 et seq.), the Connecticut Data Privacy Act (Conn. Gen. Stat. § 42-515 et seq.), the Utah Consumer Privacy Act (Utah Code § 13-11-101 et seq.), and other state comprehensive privacy laws (TX, OR, MT, FL, TN, and others as enacted). We honor applicable opt-out preference signals, including Global Privacy Control, where required by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Novacekite and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, actions, suits, demands, liabilities, damages, losses, judgments, settlements, fines, penalties, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to: (a) your breach of these Terms; (b) your Customer Data or User-Generated Content; (c) your violation of any applicable law or third-party right; or (d) your use or misuse of the Service. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, and you agree to cooperate fully with our defense.

14. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS. Except where prohibited by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in the county in which Novacekite maintains its principal place of business, or another mutually agreed location. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section. Judgment on the award may be entered in any court of competent jurisdiction.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND Novacekite EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. All claims must be brought in an individual capacity. If this class action waiver is found unenforceable as to a particular claim, that claim shall be severed and resolved in court, with the remaining claims proceeding in arbitration.

You may opt out of this arbitration provision by sending written notice to [email protected] within thirty (30) days after first accepting these Terms. The notice must include your name, address, and a clear statement of your intent to opt out. Opting out will not affect any other part of these Terms.

15. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the United States and the state in which Novacekite maintains its principal place of business, without regard to its conflict of laws principles. Subject to Section 14, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that jurisdiction, and each party waives any objection to venue or forum non conveniens. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any order forms, policies, and documents incorporated by reference, constitute the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous agreements, proposals, and communications, whether written or oral. The Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. In the event of a conflict, the order form controls over these Terms, and these Terms control over any conflicting policy or documentation.

16.2 Severability and Waiver

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to render it enforceable, or if modification is not possible, severed, and the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right shall operate as a waiver of that right or any other right.

16.3 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may freely assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any purported assignment in violation of this Section is void.

16.4 Force Majeure

Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, epidemics, pandemics, government action, labor disputes, power or telecommunications failures, internet outages, or failures of third-party infrastructure providers.

16.5 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between the parties.

16.6 Export Compliance

You agree to comply with all applicable export control and economic sanctions laws and regulations, and you represent that you are not located in, or a national of, any country subject to comprehensive U.S. trade sanctions, and that you are not listed on any U.S. government restricted party list.