Terms of Service

1. Privacy

Your use of the Site and Services is subject to our Privacy Policy, which explains what we collect and how we use it. Do not transmit sensitive data (e.g., payment card data, protected health information, children's data) unless an SOW expressly covers it and includes appropriate safeguards.

2. Changes

We may modify these Terms or the Services to improve security, comply with law, or refine features. We will update the Effective Date when changes are posted. Continued use after changes constitutes acceptance.

3. Site Use; No Accounts

The Site provides information about NovaLab and includes a contact form and scheduling links. The Site does not provide user accounts or portals.

4. Proposals, SOWs, and Precedence

Each engagement may be documented in a proposal, order form, or statement of work ("SOW") describing scope, deliverables, schedule, fees, and assumptions. If there is a conflict, the order of precedence is: (1) SOW/order form, (2) these Terms, (3) the proposal.

5. Fees, Expenses, and Payment

• Invoicing & Terms. Unless the SOW states otherwise, NovaLab invoices monthly; invoices are due Net 30 from invoice date.
• Late Amounts. Past‑due balances may accrue the lesser of 1.5% per month or the maximum lawful rate. We may suspend Services for non‑payment.
• Expenses. Client reimburses reasonable, pre‑approved out‑of‑pocket expenses (e.g., device purchases for testing, user‑research incentives, travel, app‑store fees).
• Taxes. Fees exclude taxes; Client is responsible for applicable sales, use, VAT/GST, and withholding taxes (excluding NovaLab's income taxes).
• No Refunds for Performed Services. Completed discovery/strategy time, workshops, and delivered milestones are non‑refundable unless the SOW says otherwise.

6. Professional Services; Delivery; Acceptance

NovaLab will perform the Services in a professional and workmanlike manner. If an SOW specifies acceptance criteria, Client will accept or provide reasonably specific rejection within 10 business days of delivery; absent timely rejection, deliverables are deemed accepted.

7. App Development (iOS, Android, Chrome Extensions)

• Client Developer Accounts. Client will provide and maintain its Apple/Google/Chrome Web Store developer accounts and pay all associated platform and listing fees; Client owns those accounts and any related listings.
• Store Policies & Approval. Platform approval decisions rest solely with Apple, Google, and Google Chrome Web Store; NovaLab does not guarantee approval. We will address reasonable rejection items consistent with scope.
• Third‑Party SDKs & Open Source. We may recommend SDKs, libraries, and services. Licenses and recurring fees for third‑party components are the Client's responsibility; we will disclose material open‑source licenses included in the deliverables.
• OS/Browser Changes. Device variability and platform updates may affect performance; post‑launch maintenance is governed by the SOW.
• Security & Permissions. Client is responsible for ensuring requested permissions and data collection comply with law and platform rules; NovaLab will implement notices/consent mechanisms as specified in the SOW.

8. Maintenance & SLAs

If the SOW includes maintenance and support, response and resolution targets will be defined there. Default (if no SLA is specified): a 60‑day bug‑fix window for material defects that cause delivered features to deviate from SOW specifications, excluding issues caused by third‑party changes, unsupported environments, or out‑of‑scope modifications.

9. Intellectual Property

• Client Materials. Client grants NovaLab a limited license to use Client materials (content, data, trademarks) solely to perform the Services.
• Work Product. Upon receipt of full payment, Client owns the Work Product expressly identified in the SOW (e.g., decks, research, designs, code developed for the project).
• Pre‑Existing Materials. NovaLab retains all rights to its pre‑existing tools, templates, code, components, and know‑how. To the extent any are included in the Work Product, NovaLab grants Client a perpetual, worldwide, non‑exclusive, royalty‑free license to use them as incorporated in the Work Product.
• Feedback. NovaLab may use suggestions or feedback without restriction.

10. Confidentiality; NDAs

Each party will use reasonable care to protect the other's Confidential Information and use it only to perform or receive the Services. A mutual NDA applies by default; an SOW may specify a different NDA or additional terms. Confidentiality obligations do not apply to information that is public, independently developed, or rightfully obtained from a third party.

11. Publicity

No publicity without consent. NovaLab will not use Client's name, logo, or project details in public materials (including case studies) without Client's prior written consent.

12. Acceptable Use

You will not: (a) violate law, export or sanctions rules, or platform policies; (b) infringe intellectual property or privacy rights; (c) upload malware or attempt to bypass security; (d) scrape, index, or reverse engineer the Site; (e) misrepresent identity or affiliation; (f) submit prohibited data categories unless an SOW expressly covers them with safeguards.

13. Third‑Party Services and Links

Deliverables and the Site may depend on third‑party services or code. Those providers' terms govern your use of them. NovaLab is not responsible for third‑party availability, security, or changes.

14. Disclaimers

To the maximum extent permitted by law, the Site and Services are provided "as is" and "as available." NovaLab does not guarantee any particular business outcome, fundraising amount, approval, or revenue.

15. Limitation of Liability

Except for (i) payment obligations, (ii) breach of confidentiality, (iii) infringement/misuse of a party's IP, and (iv) indemnification obligations, each party's aggregate liability arising from or relating to these Terms, the Site, or the Services is limited to the fees paid or payable by Client to NovaLab in the 12 months before the event giving rise to the claim. No party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits or revenue.

16. Indemnification

• By Client. Client will defend and indemnify NovaLab and its personnel against claims arising from (a) Client materials or instructions, (b) Client's misuse of the Site/Services, or (c) Client's violation of law or third‑party rights.
• By NovaLab. NovaLab will defend and indemnify Client against third‑party claims alleging that the Work Product, as delivered and used as authorized by the SOW, directly infringes a U.S. copyright, patent, or trade secret. NovaLab may (at its option) procure rights, modify the Work Product, or refund the affected portion of fees. This does not apply to Client materials, third‑party components, or use outside scope.

17. Suspension and Termination

Either party may terminate an SOW for material breach not cured within 30 days after written notice. Either party may terminate an ongoing, month‑to‑month engagement for convenience with 30 days' written notice; Client will pay for Services performed and non‑cancelable expenses incurred through the termination date. Sections that logically survive (e.g., IP, confidentiality, limitations, indemnities, dispute resolution) remain in effect.

18. DMCA – Copyright Complaints

If you believe content on the Site infringes your copyright, send a notice to our DMCA Agent:

DMCA Agent: Legal, NovaLab Ventures, LLC
Email: support@novalabventures.com

Include: (1) the copyrighted work; (2) the infringing material and its location; (3) your contact information; (4) a statement of good‑faith belief; (5) a statement under penalty of perjury that your notice is accurate and you are authorized to act; and (6) your physical or electronic signature. We may remove or disable access to alleged infringing material and may terminate repeat infringers.

19. Export Controls, Sanctions, and Anti‑Corruption

You will comply with applicable U.S. export control and sanctions laws and regulations (including the Export Administration Regulations (EAR) and OFAC programs) and will not use the Services in or for the benefit of embargoed countries, prohibited end‑users, or end‑uses. You will comply with anti‑bribery and anti‑corruption laws.

20. Electronic Communications and Signatures

You consent to receive notices electronically and to transact electronically. Electronic signatures and records have the same legal effect as paper documents to the extent permitted by law.

21. Governing Law; Venue; Arbitration

These Terms are governed by the laws of California, without regard to conflict‑of‑law rules. The exclusive venue for any court action permitted below is Los Angeles County, California, and the parties consent to personal jurisdiction there.

Binding Arbitration (AAA). Any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The seat and location of arbitration is Los Angeles, California. Proceedings will be before one arbitrator with relevant expertise. Judgment on the award may be entered in any court of competent jurisdiction.

Carve‑outs & Procedure. Either party may (a) seek injunctive or equitable relief in court to protect IP or Confidential Information, and (b) bring an individual claim in small‑claims court in Los Angeles County if eligible. Arbitration will be confidential; the arbitrator may award monetary damages and reasonable attorneys' fees/costs to the prevailing party where permitted by law. Class actions and jury trials are waived.

22. Miscellaneous

• Independent Contractors. The parties are independent contractors; no agency, partnership, or joint venture is created.
• Assignment. Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
• Force Majeure. No party is liable for delays or failures due to causes beyond reasonable control.
• Notices. Notices must be sent to the addresses above and are deemed given when received (or, for email, when sent with confirmation).
• Severability; Waiver. If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
• Entire Agreement. These Terms, together with any SOWs, proposals, and the Privacy Policy, constitute the entire agreement and supersede prior discussions.

Contact

Questions or notices: support@novalabventures.com