Terms of Service

Capitalized terms not defined elsewhere have the meanings set out below:

• "Service" means the Novex software-as-a-service event management platform, including all websites, applications, APIs, integrations, dashboards, and documentation made available by Novex.
• "Customer Data" means any data, content, files, records, or information that you or your Authorized Users upload to, transmit through, or generate within the Service, including data relating to your event attendees, vendors, sponsors, and staff.
• "Authorized User" means any individual you authorize to access and use the Service on your behalf, including your employees, contractors, agents, and volunteer staff.
• "End User" means any individual whose data is processed through your use of the Service.
• "Subscription" means a paid plan governing your access to the Service, identified on the order form or signup confirmation.
• "Documentation" means the user guides, help articles, and policies published at nov3x.com.

You must be at least 18 years old and capable of forming a binding contract.

You must provide accurate, current, and complete information during signup and keep it accurate throughout the term.

You are responsible for safeguarding your password and for all activity that occurs under your account. You must notify Novex immediately at security@nov3x.com of any unauthorized access or suspected breach.

One person or legal entity may not maintain more than one free trial account.

Free trial. New customers may use the Service free of charge for fourteen (14) days from account creation. Trial accounts may have feature, usage, or storage limits. At the end of the trial, your account will be downgraded to a read-only state unless you select a paid plan.

Paid subscriptions. Paid Subscriptions renew automatically at the end of each billing cycle (monthly or annual) unless you cancel before the renewal date. Pricing in effect at the time of renewal applies. We may change pricing for future renewal periods on at least 30 days' written notice.

Taxes. All fees are exclusive of taxes, levies, duties, or withholdings. You are responsible for any taxes assessed on the transaction other than taxes on Novex's net income. Where withholding tax applies, you will gross up payments so Novex receives the full amount invoiced.

Late payment. Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend or terminate access if any undisputed invoice remains unpaid for more than 30 days.

• Monthly plans are non-refundable. You may cancel at any time; you retain access through the end of the current billing month.
• Annual plans are eligible for a pro-rated refund within the first 30 days of the annual term. After 30 days, annual plans are non-refundable.
• Free trials are not refundable in any sense (no payment is collected).
• Approved refunds are processed to the original payment method within 14 business days.

Subject to your compliance with these Terms, Novex grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the subscription term to access and use the Service for your internal business purposes, including managing your events, vendors, sponsors, and attendees.

You may not, and may not permit any Authorized User or third party to:

• Resell, sublicense, rent, lease, or distribute the Service to any third party except as expressly permitted.
• Reverse-engineer, decompile, disassemble, or attempt to derive source code from the Service, except to the extent applicable law expressly prohibits this restriction.
• Use the Service to build a competing product or service.
• Circumvent any security, rate-limiting, or access-control mechanism.
• Use the Service to send unsolicited bulk communications, spam, phishing, or fraudulent messages.
• Upload, store, or transmit any malicious code, viruses, worms, trojans, or other harmful material.
• Use the Service to process data of children under 16 without verifiable parental consent.
• Use the Service in violation of any applicable law, including export control, sanctions, anti-bribery, anti-money-laundering, or data protection laws.
• Probe, scan, or test the vulnerability of the Service without prior written authorization.
• Engage in any conduct that interferes with or disrupts the Service for other customers.

Full details are in our Acceptable Use Policy, which is incorporated into these Terms by reference. Violations may result in immediate suspension or termination.

Ownership. You retain all right, title, and interest in Customer Data. Novex claims no ownership of Customer Data.

License to Novex. You grant Novex a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide the Service to you, to provide support, to prevent or address technical or security issues, to comply with law, and to enforce these Terms.

Aggregated and anonymized data. Novex may compile and use aggregated, anonymized, or de-identified data derived from Customer Data — in a form that cannot reasonably be used to identify you, any Authorized User, or any End User — to improve, develop, and benchmark the Service.

End-user responsibilities. You are solely responsible for obtaining all necessary consents and providing all required disclosures to End Users; publishing your own privacy policy and terms; disclosing any third-party integrations you enable (such as payment processors, messaging providers, calendar integrations, or analytics tools); and the lawfulness of the data you upload and the processing activities you direct Novex to perform.

Data Processing Agreement. The Novex Data Processing Agreement at nov3x.com/legal/dpa is incorporated into these Terms by reference and governs processing of personal data.

The Service may integrate with third-party services that you choose to connect (for example, WhatsApp Business, payment processors, calendar systems, email providers, or AI providers under bring-your-own-key arrangements). Such integrations are governed by the third party's own terms and privacy practices. Novex is not responsible for any third-party service, and your use of any third-party service is at your own risk.

The Service, including all software, documentation, branding, designs, and trademarks, is owned by Novex or its licensors and is protected by intellectual property law. Except for the limited license in Section 5, no rights are granted to you by implication, estoppel, or otherwise.

Feedback. If you provide suggestions, ideas, or feedback about the Service, you grant Novex a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into the Service without obligation or attribution.

Each party will protect the other's Confidential Information using the same care it uses to protect its own, but no less than reasonable care. Customer Data is your Confidential Information. The Service's non-public features, security measures, pricing, and roadmap are Novex's Confidential Information. This Section does not apply to information that is publicly known, independently developed without reference to the other party's Confidential Information, rightfully obtained from a third party without restriction, or required to be disclosed by law (with prompt notice to the other party where lawful).

Novex maintains commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data, including encryption in transit (TLS 1.2 or higher), encryption of sensitive fields at rest, role-based access control, tenant isolation at the database level, regular backups, and incident response procedures. Specific safeguards are described in the Annex to the Data Processing Agreement.

You are responsible for securing your own credentials, devices, and network used to access the Service.

During the free trial, the Service is provided on a commercially-reasonable-efforts basis with no formal uptime commitment. For paid Subscriptions, the Service Level Agreement at nov3x.com/legal/sla (if published) applies to Enterprise plans. No SLA credits apply to free, trial, or non-Enterprise paid Subscriptions unless expressly agreed in writing.

Mutual warranties. Each party represents that it has the legal power and authority to enter into these Terms.

Service warranty. Novex warrants that during the subscription term the Service will perform materially in accordance with the Documentation. Your sole and exclusive remedy for breach of this warranty is for Novex to use commercially reasonable efforts to correct the non-conformity or, if Novex cannot do so within 30 days of your written notice, to terminate the affected Subscription and refund any prepaid fees covering the remainder of the term.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOVEX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND RELIABILITY. NOVEX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

Cap on liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO NOVEX IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS ($100), WHICHEVER IS GREATER.

Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Exceptions. The limitations above do not apply to: (a) your payment obligations; (b) either party's indemnification obligations; (c) your breach of the License, Acceptable Use, End-User Responsibilities, or Confidentiality provisions; or (d) liability that cannot be limited by applicable law.

By Novex. Novex will defend you against any third-party claim alleging that the Service, as provided by Novex and used in accordance with these Terms, infringes a valid patent, copyright, or registered trademark, and will pay any damages finally awarded or agreed in settlement. This does not apply to claims arising from your modification of the Service, Customer Data, your use in violation of these Terms or law, or any third-party service you connect.

By Customer. You will defend Novex against any third-party claim arising from Customer Data, your use of the Service in violation of these Terms or applicable law, your breach of End-User Responsibilities, or any third-party service you connect to the Service.

Procedure. The indemnified party must promptly notify the indemnifying party in writing, give it sole control of the defense and settlement (settlements requiring admission of liability or payment by the indemnified party require its consent, not unreasonably withheld), and reasonably cooperate with the defense at the indemnifying party's expense.

Term. These Terms remain in effect for as long as you have an active account.

Termination for convenience. You may cancel your Subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. We may terminate or suspend a free or trial account at any time on notice.

Termination for cause. Either party may terminate on written notice if the other party materially breaches and fails to cure the breach within 30 days of written notice. Either party may terminate immediately if the other becomes insolvent, enters bankruptcy, or ceases operations.

Effect of termination. Upon termination, your access ends; you must pay all undisputed fees through the termination date; Novex will make Customer Data available for export in machine-readable form for 30 days following termination; and after 30 days, Novex will delete or anonymize Customer Data within 60 days, except as required to be retained by law or for legitimate business purposes such as legal claims, fraud prevention, or backups subject to overwriting.

Survival. Sections on Refunds, Aggregated Data, IP, Confidentiality, Disclaimers, Liability, Indemnification, Termination Effects, Governing Law, Dispute Resolution, and General Provisions survive termination.

These Terms are governed by the laws of the State of Wyoming, United States of America, excluding its conflict-of-laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods.

Informal resolution. Before filing a claim, each party agrees to attempt to resolve the dispute by contacting the other's designated representative (for Novex: legal@nov3x.com) and engaging in good-faith negotiation for at least 30 days.

Binding arbitration. Any dispute not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will be conducted by a single arbitrator in Sheridan, Wyoming, USA, or, with the parties' agreement, by videoconference. The arbitrator's decision is final and may be entered as a judgment in any court of competent jurisdiction.

Carve-outs. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or to enforce payment obligations.

Class-action waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING. CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY.

• Entire agreement. These Terms, together with the Privacy Policy, DPA, Cookie Policy, and Acceptable Use Policy, constitute the entire agreement and supersede all prior agreements.
• Order of precedence. In case of conflict: (1) an order form signed by both parties, (2) the DPA, (3) these Terms, (4) other referenced policies.
• Modifications. Novex may modify these Terms with at least 30 days' advance notice by email to your account contact and by posting the updated Terms at nov3x.com/terms. Continued use after the effective date constitutes acceptance. If you do not accept the modified Terms, you may terminate before the effective date and receive a pro-rated refund of any prepaid annual fees.
• Assignment. You may not assign these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of your assets, provided the successor is not a competitor of Novex. Novex may assign these Terms freely.
• Force majeure. Neither party is liable for delays or failures (other than payment obligations) caused by events beyond its reasonable control.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be reformed to the minimum extent necessary.
• No waiver. A party's failure to enforce any right or provision is not a waiver of that right or provision.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
• Export compliance. You will comply with all applicable export control and sanctions laws of the United States, the European Union, and the United Kingdom.
• Authoritative language. These Terms are written in English. Translations are provided for convenience; in case of conflict, the English version prevails.
• Notices. Notices to Novex must be sent to legal@nov3x.com with a copy to: Novex Systems LLC, 30 N Gould St, STE R, Sheridan, WY 82801, USA. Customer Support (call/SMS): +1 (307) 466-7333. General inquiries (SMS only): +1 (307) 466-7333. Notices to you will be sent to the email address associated with your account.

Legal: legal@nov3x.com. Security: security@nov3x.com. Privacy: privacy@nov3x.com.