Terms of Service
Last Updated: January 10, 2025
1Introduction & Agreement to Terms
These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you" or "Client"), and NovaGent ("we," "us," or "our"), concerning your access to and use of our managed AI agent services (the "Service"). You agree that by accessing or using the Service, you have read, understood, and agree to be bound by all of these Terms of Service.
IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
2Our Services
NovaGent provides a "Managed-AI" platform and service that includes the design, deployment, monitoring, and continuous optimization of our Core AI Agents and Custom AI Agentic Systems. The specific scope of services, features, "events/month" allowances, and deliverables will be defined in a separate Service Agreement or Order Form executed between you and NovaGent.
3User Accounts & Client Responsibilities
You are responsible for maintaining the confidentiality of your account information, including your password, and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account. You must provide accurate, current, and complete information during the onboarding process and maintain the accuracy of such information.
4Client Data & Intellectual Property
Client Data:
You retain all ownership rights to your pre-existing data, including customer lists, business data, and any other information you provide to us to enable the Service ("Client Data"). You grant NovaGent a worldwide, non-exclusive, royalty-free license to use, host, and process your Client Data solely for the purpose of providing and improving the Service as agreed.
NovaGent IP:
We retain all rights, title, and interest in and to our Service, including our platform, the underlying AI models, agent architecture, software, and any pre-existing intellectual property.
Generated Content:
Unless otherwise specified in a Service Agreement, you own the specific output and content generated by the AI agents for your use (e.g., ad copy, social media posts).
5Fees and Payment
You agree to pay all fees as specified in your applicable Service Agreement or Order Form. All fees are non-refundable except as required by law or as explicitly stated in your Service Agreement. Payment terms, billing cycles, and policies regarding setup fees and usage overages will be detailed in your Service Agreement.
6Acceptable Use
You agree not to use the Service for any unlawful purpose or to violate any applicable laws. You will not use the Service to send spam, infringe upon the rights of others, or attempt to reverse-engineer, decompile, or otherwise discover the source code of our platform or AI agents.
7Limitation of Liability
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES... [Standard legal liability limitation clause to be provided by your legal counsel].
8Disclaimer of Warranties
THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THE SERVICE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE... [Standard legal warranty disclaimer to be provided by your legal counsel].
9Term and Termination
These Terms of Service shall remain in full force and effect while you use the Service. We reserve the right to suspend or terminate your account at any time for any breach of these Terms. The specific term of your service and conditions for termination will be outlined in your Service Agreement.
10General Provisions
These Terms of Service and any policies or operating rules posted by us constitute the entire agreement between you and us. These Terms operate to the fullest extent permissible by law. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of law principles.