Terms of Service

Effective date: May 2, 2026

These Terms of Service ("Terms") are a legal agreement between you ("you" or "Customer") and Novo Industries, Inc. ("Novo North," "we," "us," or "our"), governing your access to and use of the Novo North platform and related services (the "Service"). By accessing or using the Service, you agree to be bound by these Terms.

If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" and "Customer" refer to that organization.

---

1. The Service

Novo North is a business operating system for the AI era. The Service provides organizations with AI agents, data storage, calls and collaboration, software creation capabilities, external service integrations, shared organizational intelligence, and multi-tenant data isolation — all accessible through natural conversation.

The specific features, capabilities, and usage limits of the Service depend on your subscription plan, as described during the subscription process.

2. Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) to use the Service. By agreeing to these Terms, you represent that you meet the minimum age requirement and have the legal authority to enter into this agreement.

3. Account Registration

To use the Service, you must create an account using the authentication methods provided. You agree to:

• Provide accurate and complete information during registration
• Maintain the security of your account credentials
• Promptly notify us of any unauthorized access to your account
• Not create more than one account per person
• Not share your account with others

You are responsible for all activity that occurs under your account, whether or not you authorized such activity.

4. Your Content and Data

Ownership. You retain all rights, title, and interest in and to any data, content, or materials that you submit, upload, or otherwise provide to the Service ("Customer Data"). We do not claim ownership of your Customer Data.

Organization data isolation. Each Organization's data is logically isolated from other Organizations within the Service.

Shared memory. The Service includes shared memory within each Organization. Content contributed to memory by any agent — including agents belonging to other users within the same Organization — is an Organization asset. Memory content persists even if the contributing agent is deleted, and is accessible to all agents within the Organization. By using the Service, you acknowledge and consent to this cross-user sharing of memory within your Organization.

AI outputs and applications. To the extent we have any right, title, or interest in AI-generated outputs or applications created by agents on your behalf, we hereby assign all such rights to you. Due to the nature of AI, other users may receive similar or identical outputs from the Service. AI-generated works may have limited or no copyright protection in some jurisdictions — the extent of protection depends on the laws of your jurisdiction and the degree of human creative contribution.

License to us. You grant us a limited, non-exclusive, worldwide license to use, process, and store your Customer Data solely to provide and improve the Service. This license terminates when you delete your Customer Data or terminate your account.

5. AI and Automation

AI-generated outputs. The Service uses artificial intelligence to generate content, perform tasks, and create outputs on your behalf. All AI-generated outputs are provided "as is" without warranty of accuracy, completeness, or fitness for any particular purpose. AI outputs do not constitute legal, medical, financial, tax, or other professional advice. You should consult appropriate professionals before making decisions based on AI outputs in regulated or specialized domains.

Your responsibility. You are solely responsible for:

• Reviewing and validating all AI-generated outputs before relying on them
• All actions taken by agents operating on your behalf, including actions taken autonomously within configured boundaries
• Ensuring that agent outputs comply with applicable laws and regulations

No model training by Novo North. We do not and will not use your Customer Data — including inputs, outputs, conversation history, uploaded files, or any derivative thereof — to train or improve any AI model that we develop or fine-tune. Provider processing, retention, and training restrictions are governed by provider-specific business/API terms and the subprocessors listed in our Privacy Policy.

Autonomous operation. Agents may operate autonomously within the boundaries you configure. You acknowledge that agent actions — including communications sent, data modified, and transactions initiated — are legally attributable to you and may create binding obligations. You may stop agent operations at any time through the Service interface.

Browser automation. Agents may interact with external websites and services on your behalf through browser automation. When you provide login credentials or authorize browser sessions, agents act as your authorized representative. Session data from external services may be stored within the Service to maintain continuity.

6. Third-Party Services

The Service allows you to connect and integrate with third-party services. By connecting a third-party service, you authorize your agents to act on that service on your behalf, subject to the terms and conditions of that third-party service.

We are not responsible for:

• The availability, accuracy, or content of any third-party service
• Any actions taken by agents that violate the terms of a third-party service
• Any data processed by third-party services in connection with the integrations

Your use of third-party services is governed by their respective terms and privacy policies.

7. Prohibited Uses

You agree to comply with our Acceptable Use Policy, which is incorporated into these Terms by reference. We reserve the right to suspend or terminate your access to the Service for violations of the Acceptable Use Policy.

8. Payment and Billing

Subscription fees. Access to the Service requires a paid subscription. Fees are as described during the subscription process or in the applicable order form. All fees are quoted and payable in U.S. dollars.

Recurring billing. Subscriptions are billed monthly on a recurring basis and will automatically renew each month at the then-current rate until you cancel. You authorize us to charge your designated payment method on each renewal date.

Usage limits. Each subscription includes a usage budget. If your usage reaches your plan's budget, access to AI capabilities will be restricted until the next billing cycle or until you upgrade your plan. No overage charges are applied.

Taxes. Fees are exclusive of applicable taxes. You are responsible for all taxes, duties, and other governmental charges associated with your use of the Service.

Cancellation and refunds. You may cancel your subscription at any time from your billing settings. Cancellation takes effect at the end of your current billing period — you retain access to the Service until then. Subscriptions are non-refundable, and no prorated refunds are issued for partial billing periods.

Changes to pricing. We may change our pricing with at least 30 days' notice. Price changes take effect at the start of your next billing cycle following the notice period.

9. Intellectual Property

Our IP. The Service, including all software, algorithms, interfaces, documentation, and branding, is owned by Novo North and protected by intellectual property laws. These Terms do not grant you any right, title, or interest in the Service except the limited right to use it in accordance with these Terms.

Your IP. You retain all intellectual property rights in your Customer Data. As described in Section 4, we assign our rights in AI-generated outputs and agent-built applications to you.

Feedback. If you provide us with suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without obligation to you.

10. Confidentiality

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party before disclosure
• Is independently developed without reference to the disclosing party's Confidential Information
• Is lawfully obtained from a third party without restriction

A party may disclose Confidential Information if required by law, provided the disclosing party gives the other party reasonable prior notice (to the extent permitted by law).

11. Term and Termination

Term. These Terms are effective from the date you first access the Service and continue until terminated.

Termination by you. You may cancel your subscription at any time through the Service. Cancellation takes effect at the end of your current billing period.

Termination by us. We may suspend or terminate your access to the Service immediately if you breach these Terms, or with 30 days' notice for any other reason.

Effect of termination. Upon termination:

• Agents and compute resources are disabled immediately
• Days 0–30 (Suspended): Your workspace remains read-only. You can export Drive files directly through the Service, and you can resubscribe at any time to restore full access. For a database snapshot covering memory, calls, and apps, email privacy@novonorth.com
• Days 30–90 (Frozen): The dedicated database is paused. Data is preserved but no longer accessible through the Service. Contact support@novonorth.com to request restoration or a final export
• Day 90 (Deleted): Your workspace and all Customer Data are permanently deleted. This cannot be undone
• You may request earlier deletion at any time under Articles 12(3) and 17 of the GDPR; see the Privacy Policy for our 30-day response SLA

Survival. Sections regarding intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and general provisions survive termination.

12. Disclaimers

The Service and all AI-generated outputs are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that:

• The Service will be uninterrupted, error-free, or secure
• AI-generated outputs will be accurate, complete, or reliable
• The Service will meet your specific requirements
• Any errors in the Service will be corrected

13. Limitation of Liability

To the maximum extent permitted by law, Novo North's total liability to you for all claims arising out of or relating to these Terms or the Service shall not exceed the amounts paid by you to Novo North in the twelve (12) months preceding the claim.

Novo North shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation damages for loss of profits, goodwill, data, or other intangible losses, even if Novo North has been advised of the possibility of such damages.

The foregoing limitations shall not apply to liability arising from gross negligence or willful misconduct.

14. Indemnification

Your indemnification. You agree to indemnify, defend, and hold harmless Novo North and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your Customer Data; (b) your use of the Service in violation of these Terms or applicable law; or (c) your violation of any third party's rights.

Our indemnification. We will indemnify, defend, and hold harmless you from and against third-party claims alleging that the Service, as provided by us, infringes a valid patent, copyright, or trademark. This obligation does not apply to claims arising from: (a) your Customer Data; (b) modifications you make to the Service; (c) your combination of the Service with products or services not provided by us; or (d) your continued use of a version of the Service after we have recommended an update to avoid infringement.

Indemnification process. The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent.

15. Force Majeure

Neither party is liable for any failure or delay in performing its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics or pandemics, strikes or labor disputes, disruption of telecommunications or internet services, or failures of third-party service providers. The affected party must provide prompt notice and use reasonable efforts to mitigate the impact.

16. General

Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

Dispute resolution. Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Wilmington, Delaware. Either party may seek injunctive relief in any court of competent jurisdiction. Either party may bring qualifying claims in small claims court. You may opt out of this arbitration provision by notifying us in writing within 30 days of first agreeing to these Terms.

Modifications. We may modify these Terms at any time. We will provide notice of material changes via email or through the Service at least 30 days before the changes take effect. Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the modified Terms.

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 the Privacy Policy, Acceptable Use Policy, and any applicable order forms, constitute the entire agreement between you and Novo North regarding the Service.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

No waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Contact. Questions about these Terms should be directed to legal@novonorth.com.