Terms - Novologic

Terms of Use

The Terms of Use stated herein (collectively, this “Agreement”) constitute a legal agreement between you
and Novologic, Inc. (“Novologic” or the “Company”). By using or receiving any services, apps, websites or
other products, services or information supplied to you by the Company (collectively, the “Service”), and
downloading, installing or using any associated software or apps supplied by the Company which purpose is
to enable you to use the Service (collectively, the “Software”), you hereby expressly acknowledge and agree
to be bound by the Terms of Use of this Agreement, and any future amendments and additions to this
Agreement as published from time to time on the Company website or through the other Services.

The Company reserves the right to modify the Terms of Use of this Agreement or its policies relating to
the Service or Software at any time, effective upon posting of an updated version of this Agreement on the
Service or Software. You are responsible for regularly reviewing this Agreement. Continued use of the
Service or Software after any such changes shall constitute your consent to such changes. If you require any
more information or have any questions about our Terms of Use, please feel free to contact us by email at
support@novologic.co.

By placing an order or otherwise using the service:

1.
You acknowledge that you have read, understood, and agreed to be bound by these terms.
2.
You represent that you have the authority to enter into these Terms personally or on behalf of the company you represent. If you do not agree to these terms, or if you do not have such authority, you may not use the service.

These Terms of Use (“Terms”) govern your use of the cloud-based service offered by Novologic (“Novologic”), including the site available at novologic.co (the “Site”), related mobile applications, interfaces, and other related services (collectively, the “Service”). By using the Service in any manner, you (“User”) agree that you have read, understand, and agree to these Terms, and the terms of any online or offline order, if any, that you enter into with Novologic (“Order”) for the Service. The term “User” includes all users of the Service, including those users that have placed an Order with Novologic (each, a “Customer”), Customer’s authorized employee users (each, an “Employee User”), and Customer’s third party authorized users, including general contractors that are provided access to certain Customer projects (each, an “External User” and collectively with Employee Users, “Authorized Users”).

Services and License

Projects

Customer may create and manage the number of unique projects specified in the applicable Order, or in excess of the Order, but in accordance with the Pricing Page (each, a “Project”).

Novologic uses “cookies” and other similar technologies to collect and store automatically-generated information when users access Novologic. This information will be used for Novologic-related purposes, such as implementing user preferences and recording anonymous usage statistics.
Our third-party partners, such as analytics service providers, also use this technology to collect and store automatically-generated information when users access Novologic. Our partners may collect information about your online activities over time and on other websites or apps. When they provide such services, they are governed by their own privacy policies.

Employee Users

Customers may authorize the number of unique Employee Users specified in the applicable Order, or in excess of the Order, but in accordance with the Pricing Page, to use the Service.

User Responsibilities

User will not, nor will any User permit any third party to

(i)
reverse engineer, decompile, decrypt, extract, disassemble or otherwise attempt to discover the source code of the Service,
(ii)
modify, translate, or create derivative works based on the Service, or
(iiI)
alter, modify, change, remove, or otherwise transform or vary any copyright, trademark, or other intellectual property notices included on the Service.

Customer and each Authorized User will be responsible for creating, modifying, entering or reentering all data, content, and other information uploaded to the Service by or on behalf of Customer (“Customer Data”). Customer, on behalf of itself and its Authorized Users, and each User on its own behalf agrees not to use the Service to collect, upload, transmit, display, or distribute any Customer Data that

(i)
violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
(ii)
it is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, or otherwise objectionable; or
(iiI)
is in violation of any law, regulation, or obligations or restrictions imposed by any third party. Novologic will have no obligation to backup or maintain the Customer Data and Customer agrees that it will maintain its own backups of the Customer Data. User acknowledges and agrees that Novologic will have no liability to User or any third party for deletion of any Customer Data from the Service following the date of termination of User’s access to and use of the Service.

User will not use the Service:

(i)
for leasing, timesharing, or service bureau purposes unless otherwise expressly permitted by Novologic in the applicable Order;
(ii)
to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data;
(iiI)
to send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
(iv)
to interfere with, disrupt, or create an undue burden on servers or networks connected to the Service or violate the regulations, policies or procedures of such networks;
(v)
to attempt to gain unauthorized access to the Service, other computer systems or networks connected to or used together with the Service, through password mining or other means;
(vi)
to harass or interfere with another User’s use and enjoyment of the Service; or
(vii)
to introduce software or automated agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service.

User will use the Service only in compliance with all applicable laws and regulations (including but not limited to any privacy laws and regulations, restrictions imposed by the Government of Canada, and / or its agencies).
User will be solely responsible for maintaining the security of any usernames and passwords granted to User to access the Service (“Access Credentials”) and User will be liable and responsible for all uses of User’s Access Credentials, including any liability to third parties or any fees incurred. In the case of Customer, Customer will be responsible for all activities occurring under any of its Employee User and External User accounts.
Customer will be liable for the acts and omissions of each of its Authorized Users and any breach of Customer’s obligations under these Terms by an Authorized User will be deemed to be a breach by Customer. In the case of External Users, in consideration for access to the Service, External User hereby agrees and covenants not to bring any demand, claim, lawsuit, or action against Novologic arising from or related to the Service or any Project.

Ownership

“IP Rights” mean all forms of intellectual property rights and protections throughout the world, including, but not limited to any:

(i)
patents (including any patent applications, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof),
(ii)
copyrights,
(iiI)
trademarks, service marks, and trade dress, together with all goodwill associated therewith,
(iv)
trade secrets,
(v)
rights in databases and designs,
(vi)
moral rights and similar rights, and
(vii)
other proprietary rights and protections, whether currently existing or hereafter developed or acquired, whether published or unpublished, arising under statutory law, common law, or by contract, and whether or not perfected, including all applications, disclosures and registrations with respect thereto. As between the parties, Novologic and its suppliers will retain all rights, titles and interests in and to all IP Rights in the Service and all improvements, modifications, and derivative works thereto.

If User provides Novologic with any feedback or suggestions regarding the Service (“Feedback”), User hereby assigns to Novologic all rights in the Feedback and agrees that Novologic will have the right to use such Feedback and related information in any manner it deems appropriate. Novologic will treat any Feedback User provides as non-confidential and non-proprietary. User agrees not to submit to Novologic any information or ideas that User considers to be confidential or proprietary. As between the parties, Customer owns all right, title, and interest in and to the Customer Data, including all IP Rights therein.

Payment

Customer will pay the subscription and usage fees for the Service set forth on Novologic’s pricing page novologic.co/pricing (the “Pricing Page”) for Projects, Employee Users, External Users, and data storage (the “Fees”) at the time of the Order. Novologic reserves the right at any time to change its prices, either immediately upon posting on the Pricing Page or by e-mail delivery to you. In the event that Novologic changes, the prices on the Pricing Page, and the Fees payable to Novologic by you will increase or decrease in accordance with any such modification upon notice to you or such other period specified on the Pricing Page or in the applicable email notice. If Customer exceeds the specified data storage limit set forth on the Order, Customer will be invoiced at the end of each calendar month for the excess usage over the data storage limit specified in the Order at the rate set forth on the Pricing Page at the time of the increase, and Customer agrees to pay the additional fees without any right of set-off or deduction.
You must provide Novologic with a valid payment method accepted by us (“Payment Provider”), or purchase order information as a condition to signing up for the Service. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not these Terms to determine your rights and liabilities. By providing Novologic with your credit card number or PayPal account and associated payment information, you agree that Novologic is authorized to immediately invoice your Account for all fees and charges due and payable to Novologic hereunder and that no additional notice or consent is required. You agree to immediately notify Novologic of any change in your billing address or the credit card account used for payment hereunder.
All payments will be made in accordance with the payment schedule described in the applicable Order and will be due within thirty (30) days of the invoice. Unpaid Fees are subject to a finance charge of one and a half percent (1.5%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including attorneys’ fees. Fees under these Terms are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any.
Customer agrees to pay such taxes (excluding taxes based on Novologic’s net income) unless Customer has provided Novologic with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Novologic on account thereof.

Indemnification

User (including any Customer) will indemnify, defend and hold harmless Novologic from and against any and all claims, suits, actions, or other proceedings for any loss or damage (including attorneys’ fees) resulting from User’s breach of these Terms or use of the Service (including, in the case of any Customer, the breach of these Terms or use of the Service by any of its Employee Users and/or External Users.

Disclaimer

The service is provided "as-is" and "as available" without warranties of any kind. Novologic and its suppliers hereby disclaim all warranties, express or implied, including, without limitation, all implied warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Customer and User acknowledge that Novologic is not the primary storage facility for customer data, and Novologic will not be liable for the loss of any such Customer Data no matter how caused and even if caused by Novologic's negligence.
The Service might contain links to third-party websites or services (collectively, “Third Party Sites”). Such Third-Party Sites are not under the control of Novologic and Novologic is not responsible for any Third-Party Sites. Novologic provides these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Sites. User uses all Third Party Sites at its own risk. When User links to a Third Party Site, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.
Each User is solely responsible for any and all of its Customer Data. Because Novologic does not control Customer Data, User acknowledges and agrees that Novologic is not responsible for any Customer Data and makes no guarantees regarding the accuracy, currency, suitability, or quality of any Customer Data, and Novologic assumes no responsibility for any Customer Data. Each User’s interactions with other Users are solely between User and such other User. User agrees that Novologic will not be responsible for any loss or damage incurred as the result of any such interactions.
User hereby releases and forever discharges Novologic (and its officers, employees, agents, successors, and assigns) from, and hereby waives and relinquishes, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage) that has arisen or arises directly or indirectly out of, or relates directly or indirectly to any interactions with, or act or omission of, other Users or Third Party Sites.

Limitation of Liability

Neither Novologic nor its suppliers will be liable for any indirect, special, punitive, exemplary, or consequential damages, lost profits, loss of data, costs of procurement of substitute goods or services, or lost savings, even if such party is informed of their possibility (some jurisdictions do not allow the exclusion or limitation of such damages, so the above exclusion or limitation may not apply); and Novologic’s total liability to customer, user and third parties, whether based in contract, tort (including negligence or strict liability), or otherwise, will not exceed, in the aggregate, the fees paid by such user to Novologic hereunder in the twelve (12) month period ending on the date that a claim or demand is first asserted. The foregoing limitations will apply notwithstanding any failure of the essential purpose of any limited remedy. In no event will Novologic’s suppliers have any liability arising out of or in any way connected to these terms.

Term and Termination

These Terms will be effective upon the date of your acceptance of these Terms and will continue until terminated by either party as permitted in these Terms. Each Order will continue for the Term specified in the Order and if no Term is specified for a period of one (01) year. Novologic may terminate any Order immediately upon notice. Either party will have the right to terminate these Terms and all Orders for breach of any material term or condition of these Terms (or with respect to an Order, a breach of a material term or condition of such Order) and failure to cure such breach within thirty (30) days after written notice.

Electronic Communications

We can only give Users the benefits of our Service by conducting business through the Internet, and therefore we need Users to consent to our giving Users Communications electronically. This Section informs Users of their rights when receiving Communications from Novologic electronically. For contractual purposes, User:

(i)
consents to receive Communications from Novologic in an electronic form; and
(ii)
agrees that all Terms of Use, agreements, notices, documents, disclosures, and other communications (“Communications”) provided to User electronically satisfy any legal requirement that such Communications would satisfy if they were in writing. User’s consent to receive Communications and to do business electronically, and Novologic’s agreement to do so applies to all of User's interactions and transactions with us. The foregoing does not affect User's non-waivable rights. Users may also receive a copy of these Terms of Use by accessing this Site. The user may withdraw consent to receive Communications electronically by contacting Novologic in the manner described below. If the User withdraws consent, from that time forward, User must stop using the Service. The withdrawal of consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between User and Novologic prior to the time of such consent withdrawal. User will keep Novologic informed of any changes in Users email or mailing address so that User may continue to receive all Communications without interruption.

Changes to Terms of Use

These Terms are subject to occasional revision, and if Novologic makes any substantial changes, Novologic may notify User by sending User an e-mail to the last e-mail address provided to Novologic (if any) and/or by prominently posting notice of the changes on the Site. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following the dispatch of an e-mail notice (if applicable) or thirty (30) calendar days following posting of notice of the changes on the Site. These changes will be effective immediately for new Users of the Service. User is responsible for providing Novologic with User’s most current email address. In the event that the last e-mail address that User provided is not valid, or for any reason is not capable of delivering to User the notice described above, the dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of the Service following notice of such changes will indicate User’s acknowledgement of such changes and agreement to be bound by the Terms of Use of such changes.

Arbitration Agreement and Jury Trial Waiver, Class Action Waiver, and Forum Selection Clause

Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between User and Novologic or Novologic’s employees, agents, successors, or assigns, will exclusively be settled through binding and confidential arbitration.
Arbitration will be subject to the Commercial Arbitration Act of Canada. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the Canadian Arbitration Association (“CAA”). As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the CAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer-Related Disputes (collectively “Rules and Procedures”).
User is thus giving up User’s right to go to court to assert or defend User’s rights. User rights will be determined by a Neutral Arbitrator and not a judge or jury. The user is entitled to a fair hearing, but the arbitration procedures are simpler and more limited than the rules applicable in court. Arbitrator decisions are as enforceable as any court order and are subject to very limited review by a court.
User and Novologic must abide by the following rules:

(i)
Any claims brought by User or Novologic must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding;
(ii)
The arbitrator may not consolidate more than one person’s claims, may not otherwise preside over any form of a representative or class proceeding, and may not award class-wide relief,
(ii)
In the event that User is able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Novologic will pay as much of User’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation,
(iv)
Novologic also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration;
(v)
the arbitrator will honor claims of privilege and privacy recognized at law;
(vi)
the arbitration will be confidential, and neither User nor Novologic may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award;
(vii)
the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and
(viii)
each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instances, the fees and costs awarded will be determined by the applicable law. Notwithstanding the foregoing, either User or Novologic may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret will not be subject to this arbitration agreement. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before Ontario’s Superior Court of Justice located within the Greater Toronto Area in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the Ontario’s Superior Court of Justice located within the Greater Toronto Area for such purpose. A request for interim measures will not be deemed a waiver of the right to arbitrate.

Choice of Law

These Terms are made under and will be governed by and construed in accordance with the laws of the Province of Ontario, consistent with the Ontario's Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.

Entire Agreement

These Terms constitute the entire agreement between User and Novologic regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word including means including, without limitation. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. User’s relationship to Novologic is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and User’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by User without Novologic’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. These Terms will be binding upon assignees.

Copyright/Trademark Information

Copyright © 2021 2024 Novologic - All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Service are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such a third party that may own the Marks.

Notice; Violations

We may give notice to you by email, a posting on the Service, or other reasonable means. You must give notice to us in writing via email to support@novologic.co as otherwise expressly provided. Please report any violations of these Terms of Use to support@novologic.co.

Contact

If users have any questions, comments, or concerns about Novologic or this Privacy Policy, they can email us at support@novologic.co.

Mailing Address:

Novologic
120 Eglinton Ave E Suite 800,
Toronto, Ontario M4P 1E2,
Canada
+1 647 879 3400
support@novologic.co

Last Update on: 2024-07-01

Call +1 647-879-3400