Terms of Service

These Terms of Service ("Terms") apply to your use of novaeon.ca and govern how NØVÆON Digital Solutions ("NØVÆON", "we", "us") provides services. Project work and ongoing services may also be governed by a signed proposal, statement of work, and/or service agreement. If there is a conflict, the signed agreement controls.

1. Engagement Types

NØVÆON works through distinct engagement types:

• Advisory & Clarity: timeboxed, paid assessment and written deliverables (audit, roadmap, build plan).
• Build Projects: fixed-scope delivery with defined acceptance criteria.
• Care Plans: hosting and operational ownership, tiered by what the application requires.
• Development Retainers: reserved monthly development capacity for ongoing changes.

Operations (Care Plans) and development (Build/Retainers) are separate tracks unless explicitly combined in writing.

2. Quotes, Scope, and Changes

• Pricing reflects scope, operational responsibility, and risk — not just build time.
• Build Projects are quoted from a defined scope. Work outside scope requires written change approval (change order).
• If requirements are unclear, we may recommend Advisory first to define scope before quoting implementation.

3. Scope of Care Plan Services

Care Plans (hosting) include only the services described in the applicable tier definition published at novaeon.ca/care-plans at the time of subscription. Feature development, content creation, design work, custom integrations, and development retainer hours are not included in any hosting tier and must be contracted separately. Requests for work outside the defined scope of your hosting tier will be evaluated as separate engagements with separate pricing.

Acceptable Use

You agree not to use the services to: (a) violate any applicable law, regulation, or third-party right; (b) host or transmit malicious code, malware, or spam; (c) exceed reasonable resource usage in a manner that degrades service for other customers; (d) store or process data subject to specific regulatory requirements (HIPAA, PCI-DSS, SOC 2) unless your service agreement explicitly provides for such compliance; (e) use the services for cryptocurrency mining, key custody, or private key management; (f) host content that violates applicable consumer protection or professional regulation laws. Violation of this policy may result in service suspension or termination.

4. Client Responsibilities

You are responsible for:

• The accuracy and legality of content and instructions you provide
• Maintaining ownership/admin access to your domain/DNS and third-party accounts used by your system
• Providing required assets and timely approvals/feedback

Do not submit passwords, financial account numbers, or other sensitive secrets through site forms or the AI intake.

5. Payments

• Payment terms (deposit, milestones, billing cadence) are defined in the applicable proposal/contract.
• Care Plans and Retainers are billed monthly unless stated otherwise.
• Late or failed payments may result in pausing work or suspending services after notice.

Payments may be processed through Stripe. When Stripe is used, card handling is managed by Stripe's systems.

6. Hosting, Support, and Response Expectations

• Care Plans include services and response expectations defined by the plan tier and documented boundaries.
• Response times refer to acknowledgement/triage, not guaranteed resolution time.
• 24/7 on-call is not included unless explicitly contracted under enterprise/custom terms.

Hosting Tier Reassessment

Your hosting tier is assessed based on current platform complexity, traffic volume, integrations, and operational requirements. This placement is not permanent.

As your site scales, gains more traffic, or adds new features and integrations, NØVÆON reserves the right to reassess and move your hosting to the next appropriate tier. This ensures your platform continues to receive the level of infrastructure, monitoring, and support it requires for reliable operation.

Tier reassessments are conducted transparently — you will be notified in advance of any recommended change, with a clear explanation of what triggered it. Upgrading is seamless and does not require downtime.

Ongoing content management, feature development, and platform updates are scoped separately as retainer or development engagements and are not included in any hosting tier.

No Guaranteed Uptime

NØVÆON does not provide a guaranteed uptime percentage, uptime credits, or service level agreement (SLA) as part of standard Care Plan tiers. We use commercially reasonable efforts to maintain availability but do not guarantee uninterrupted service. Uptime monitoring and incident response are described in the applicable tier definition and do not constitute an SLA.

7. AI Services and AI Intake

If your project includes AI features, you acknowledge:

• AI outputs can be incorrect or incomplete and may require human review.
• AI systems may require iteration, monitoring, and ongoing tuning.
• We do not guarantee business outcomes from AI usage.

The homepage AI project intake collects what you type and emails us a summary for review. Do not enter sensitive personal data into the intake.

8. AI-Generated Content on Client Platforms

If your application uses artificial intelligence, machine learning, or automated systems to generate content, recommendations, or interpretations for your end users, you acknowledge and agree that:

• (a) NØVÆON hosts infrastructure only. NØVÆON does not design, train, validate, endorse, or take responsibility for AI model outputs or any content generated by AI systems integrated into your application.
• (b) You are solely responsible for the accuracy, safety, legality, and appropriateness of AI-generated content displayed to your users, including compliance with applicable consumer protection, health information, and advertising standards laws.
• (c) You will implement appropriate disclaimers informing your end users that AI-generated content is not professional advice and should not be relied upon as a substitute for qualified professional guidance.

9. Intellectual Property

Unless otherwise stated in writing:

• (a) Upon full payment, clients receive ownership of custom code and assets created specifically for their project.
• (b) Third-party libraries, frameworks, and services remain governed by their own licenses/terms.
• (c) NØVÆON retains rights to pre-existing tools, templates, and general know-how.

10. Third-Party Services

We are not responsible for outages, pricing changes, policy changes, or failures of third-party providers (e.g., hosting platforms, email providers, payment processors, AI APIs). We design to reduce risk where practical, but third-party risk cannot be eliminated.

Third-Party Service Costs

You are responsible for all costs associated with third-party services used by your application, including but not limited to AI API providers (e.g., OpenAI, Anthropic), email services (e.g., Resend, SendGrid), payment processors (e.g., Stripe), analytics services, and any other external APIs or services. You own and manage your own accounts with these providers and are billed directly by them. NØVÆON's hosting fees do not include third-party service costs unless explicitly stated in your service agreement.

11. Confidentiality

Each party agrees to keep the other party's non-public information confidential and to use it only for the purpose of fulfilling obligations under these Terms. Confidential information includes business plans, pricing, client data, credentials, technical architecture, and any information that a reasonable person would understand to be confidential.

Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is received from a third party without restriction; (d) is independently developed without reference to the disclosing party's information; or (e) is required to be disclosed by law, regulation, or court order, provided that the disclosing party is given prompt written notice (to the extent legally permitted) and reasonable opportunity to seek a protective order. For clarity, NØVÆON's pre-existing tools, templates, methodologies, and general professional know-how (including skills, techniques, and experience gained before or during the engagement) are not the Client's confidential information, regardless of whether the Client becomes aware of them during the course of services.

Each party may disclose confidential information to its employees, contractors, and service providers who need access to perform their role and who are bound by obligations of confidentiality. Each party is responsible for any breach by those to whom it discloses.

Confidentiality obligations under this section continue for two (2) years after termination of services, except that trade secrets are protected for as long as they remain trade secrets under applicable law.

12. Business Relationship

By subscribing to our services, you represent and warrant that you are entering into these Terms in a business capacity, not as a consumer. If you are an individual, you confirm that you are acting in connection with your trade, business, or profession.

13. Data Processing

Where NØVÆON processes personal data on your behalf in connection with hosting services, NØVÆON acts as a data processor and you act as the data controller. You are responsible for ensuring you have a lawful basis for processing personal data and for complying with all applicable data protection laws in your jurisdiction. If required by applicable law, the parties shall enter into a Data Processing Agreement. NØVÆON will implement appropriate technical and organizational measures to protect personal data.

14. Backups and Data Protection

• (a) Automated backup frequency, retention period, and scope vary by service tier and are described in the applicable service documentation. Not all service tiers include automated backups.
• (b) You acknowledge that selecting a service tier that does not include automated backups constitutes acceptance of the risk of data loss for data hosted on NØVÆON infrastructure. NØVÆON shall not be liable for any data loss, corruption, or inability to recover data where automated backups are not included in your service tier.
• (c) You are responsible for maintaining independent copies of any source code, design assets, content, or other materials you provide to NØVÆON during the course of your engagement. You may request a data export at any time by contacting support. NØVÆON backups are provided as an operational safeguard and do not replace your obligation to maintain your own business continuity measures for materials within your control.
• (d) NØVÆON does not guarantee that backups will be error-free, complete, or recoverable in all circumstances. Recovery time and data availability depend on the nature and severity of the incident.

15. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NØVÆON DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NØVÆON DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• (a) NØVÆON SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY.
• (b) NØVÆON'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO NØVÆON DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• (c) THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER NØVÆON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

17. Indemnification

You agree to indemnify, defend, and hold harmless NØVÆON and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any content, data, or materials you provide, publish, transmit, or make available through the services, including any AI-generated content; (e) any claim by a third party (including your end users) related to your application, products, or services; or (f) your failure to comply with your obligations under any applicable data protection law.

18. Termination

• (a) Either party may terminate hosting services with thirty (30) days' written notice. Subscriptions are month-to-month; there are no early termination fees.
• (b) NØVÆON may suspend or terminate services immediately upon material breach, including non-payment exceeding sixty (60) days, violation of the Acceptable Use policy, or illegal activity.
• (c) Upon termination, NØVÆON will provide a standard handoff package including your application code and data export. Data is retained for thirty (30) days after termination, after which it is permanently deleted.
• (d) All fees accrued through the termination date remain due and payable.
• (e) The following sections survive termination: AI-Generated Content, Intellectual Property, Confidentiality, Backups and Data Protection, Disclaimer of Warranties, Limitation of Liability, Indemnification, and Governing Law.

19. Force Majeure

Neither party shall be liable for any delay or failure to perform arising from causes beyond its reasonable control, including but not limited to natural disasters, pandemics, acts of government, power failures, internet or telecommunications failures, cloud provider outages, cyberattacks, or labour disputes. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.

20. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties irrevocably attorn to the exclusive jurisdiction of the courts of Toronto, Ontario for any dispute arising out of or relating to these Terms.

21. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will notify you via the email address associated with your account at least thirty (30) days before the changes take effect. Your continued use of the services after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you may terminate your subscription before the effective date.

22. Severability and Entire Agreement

Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions shall continue in full force and effect.

Entire Agreement. These Terms, together with any applicable service agreement, constitute the entire agreement between you and NØVÆON regarding the services and supersede all prior agreements or communications on that subject.

23. Contact

Questions about these Terms: hello@novaeon.ca