Terms of Service

NOVAKOS TERMS AND CONDITIONS

Terms of Service and Commercial Subscription Agreement

**Version:** 3.0 **Effective Date:** 2026-08-11 **Last Updated:** 2026-08-11

These Terms and Conditions, including all schedules, policies, and documents expressly incorporated by reference (collectively, the **“Terms”**), constitute a legally binding agreement between **Michael Novak O/A NovakOS, carrying on business as “NovakOS”** (“**NovakOS**,” “**we**,” “**us**,” or “**our**”) and the business, organization, sole proprietorship, partnership, corporation, or other commercial entity that purchases, accesses, or uses the NovakOS Services (“**Customer**,” “**you**,” or “**your**”).

**Legal Notice Address:** 2524 Hastings Road, Chemainus, BC, V0R 1K5 **Support:** [support@novakos.org](mailto:support@novakos.org) **Billing:** [support@novakos.org](mailto:support@novakos.org) **Privacy:** [support@novakos.org](mailto:support@novakos.org) **Security:** [support@novakos.org](mailto:support@novakos.org) **Website:** https://novakos.org

By creating a Customer account, purchasing a subscription, clicking an acceptance control presented by NovakOS, or otherwise accessing the Services after accepting these Terms, Customer agrees to be legally bound by these Terms.

An individual accepting these Terms on behalf of Customer represents and warrants that the individual has actual authority to bind Customer.

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1. DEFINITIONS

For these Terms:

**“Authorized Representative”** means an owner, director, officer, partner, authorized administrator, or other individual with actual authority to enter into agreements on Customer’s behalf.

**“Authorized User”** means an individual whom Customer authorizes to access NovakOS, including owners, administrators, office personnel, accountants, dispatchers, technicians, employees, contractors, and other personnel.

**“Customer Data”** means information, communications, records, files, photographs, videos, signatures, job information, employee information, End Customer information, payment-related metadata, forms, and other information submitted to or generated through NovakOS on Customer’s behalf.

**“End Customer”** means any consumer, homeowner, property owner, tenant, business, client, or other person to whom Customer provides products or services.

**“Connected Account”** means a payment account established or linked through Stripe Connect or another supported payments provider for Customer’s receipt of payments from End Customers.

**“Customer Payment”** means a payment made by an End Customer for Customer’s goods or services using payment functionality made available through NovakOS.

**“Services”** means the NovakOS website, web application, native applications, mobile functionality, APIs, hosting services, payment integrations, communications functionality, field-service functionality, and related software and services.

**“Subscription”** means Customer’s recurring paid access to an applicable NovakOS plan.

**“Third-Party Service”** means a product or service operated by a person other than NovakOS and used by, connected with, or integrated into the Services.

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2. BUSINESS SERVICE

NovakOS is business-management and field-service software intended principally for commercial use.

Customer represents that it acquires the Services primarily for business, commercial, professional, or trade purposes.

The individual accepting these Terms must have reached the applicable age of majority and must be legally capable of entering into the agreement.

NovakOS is not intended primarily for personal, household, or family use.

Nothing in these Terms waives a right that applicable law prohibits a party from waiving.

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3. AUTHORITY TO BIND CUSTOMER

An Authorized Representative accepting these Terms on behalf of Customer represents that:

1. the representative has actual authority to bind Customer; 2. Customer has authorized the purchase and use of NovakOS; 3. the information supplied about Customer is accurate; and 4. Customer accepts responsibility for its Authorized Users.

An employee, technician, contractor, dispatcher, or other Authorized User who lacks authority to bind Customer does not acquire such authority merely by using NovakOS.

Such users remain personally responsible for compliance with provisions applicable to their own use, including acceptable-use, security, confidentiality, and intellectual-property restrictions.

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4. DESCRIPTION OF THE SERVICES

Depending on Customer’s Subscription, configuration, permissions, location, and Third-Party Services, NovakOS may provide functionality including:

* company and account management; * customer relationship management; * customer and property records; * scheduling; * dispatch; * jobs and work orders; * employee and technician assignments; * quotes and estimates; * invoices; * payment collection; * saved payment methods; * recurring service plans; * Stripe Connect integrations; * equipment and service histories; * forms; * electronic signatures; * photographs and videos; * document and file storage; * timekeeping; * timesheets; * paid-leave events; * payroll-related calculations and reporting; * employee location functionality; * email; * SMS/text messaging; * business telephone numbers; * notifications; * reporting; * exports; * offline functionality; * integrations; * administrative and audit functionality.

Features may differ by Subscription plan or may change over time.

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5. WHAT NOVAKOS IS NOT

Unless NovakOS expressly agrees otherwise in a separate written agreement, NovakOS is not:

* a bank; * a deposit-taking institution; * Customer’s employer; * a payroll employer; * an employment-law adviser; * an accounting firm; * a tax adviser; * a law firm; * an insurance provider; * an emergency-response service; * a telecommunications carrier; * a licensed construction or trade regulator; * a guarantor of Customer’s workmanship; * a guarantor of Customer Payments.

Customer remains responsible for obtaining appropriate professional advice where required.

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6. CUSTOMER ACCOUNT

Customer must provide accurate information and keep material account information reasonably current.

Customer is responsible for:

* account ownership information; * billing information; * Authorized User access; * permission assignments; * device security; * credential security; * disabling access for departed or unauthorized personnel; * protecting exports downloaded from NovakOS; * reviewing unusual account activity.

Customer must promptly notify NovakOS if Customer reasonably suspects unauthorized access or credential compromise.

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7. AUTHENTICATION

NovakOS may support authentication using email/password credentials, Google authentication, Apple authentication, or other supported identity providers.

Customer and Authorized Users must not:

* share authentication credentials improperly; * impersonate another individual; * use another individual’s credentials without authorization; * attempt to bypass authentication controls.

Third-party identity providers operate under their own terms and privacy practices.

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8. USER ROLES AND PERMISSIONS

NovakOS may provide roles such as:

* Owner; * Administrator; * Office; * Accountant; * Dispatcher; * Technician; * other configurable roles.

Technical roles do not themselves determine legal authority within Customer’s organization.

Customer remains responsible for determining who may:

* access payroll information; * alter paid leave; * approve timesheets; * view financial information; * issue refunds; * manage payments; * view employee locations; * send communications; * manage employees; * export Customer Data; * delete Customer Data; * manage company settings.

Customer may not intentionally circumvent NovakOS authorization controls.

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9. SUBSCRIPTION PLANS

NovakOS may offer plans including NovakOS Lite, NovakOS Pro, and successor plans.

The applicable:

* base Subscription price; * recurring period; * included functionality; * active-user or seat charge; * applicable taxes; * other recurring charges

will be disclosed during purchase or in Customer’s Billing interface.

Unless otherwise stated, NovakOS charges Canadian Customers in Canadian dollars.

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10. RECURRING SUBSCRIPTION AUTHORIZATION

By starting a paid Subscription, Customer expressly authorizes NovakOS and its payment processor to charge Customer’s designated payment method on a recurring basis for:

* the Subscription base fee; * active-user or seat charges; * approved prorations; * applicable taxes; * other clearly disclosed recurring charges.

The Subscription automatically renews until cancelled.

Customer represents that it is authorized to use the supplied payment method.

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11. ACTIVE USERS AND SEAT BILLING

Where Customer’s Subscription includes active-user or seat billing, the authoritative seat quantity will be determined using NovakOS’s server-side account and role information.

Customer understands that activating, adding, removing, suspending, or deactivating users may affect recurring charges.

NovakOS may synchronize seat quantities with its payment processor.

Customer must not manipulate account records for the purpose of improperly avoiding Subscription charges.

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12. PLAN CHANGES

A plan upgrade may take effect immediately and may generate a prorated charge.

A downgrade may take effect at the next renewal date unless otherwise disclosed before Customer confirms the change.

The Billing interface will control the applicable timing and price where available.

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13. AUTOMATIC RENEWAL

Unless cancelled, Subscription plans automatically renew for successive billing periods.

Before Customer initially subscribes, NovakOS will disclose the recurring nature of the Subscription and applicable recurring pricing.

Customer may cancel using the cancellation functionality made available through NovakOS or another cancellation method provided by NovakOS.

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14. CANCELLATION

Customer may cancel its Subscription in accordance with the cancellation controls made available by NovakOS.

Unless applicable law requires otherwise:

* cancellation prevents future renewal; * Customer ordinarily retains access through the already-paid Subscription period; * cancellation does not automatically refund elapsed Subscription time; * amounts already properly incurred remain payable.

NovakOS will not intentionally make cancellation materially more difficult than Subscription enrollment.

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15. PRICE CHANGES

NovakOS may prospectively change Subscription prices.

For material recurring price increases, NovakOS will provide reasonable advance notice before the changed price is charged, except where immediate change is reasonably required by applicable taxes, regulatory charges, or Customer-requested changes.

A price increase will not retroactively change fees for a billing period already paid.

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16. TAXES

Customer is responsible for applicable sales, GST/HST, PST, QST, value-added, use, and similar taxes properly chargeable in relation to Customer’s purchase or transactions, except taxes imposed on NovakOS’s net income.

Where NovakOS or a Third-Party Service is required to collect a tax, Customer authorizes collection of that amount.

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17. FAILED SUBSCRIPTION PAYMENTS

If a Subscription payment fails, NovakOS or its payment provider may:

* retry the payment; * notify Customer; * place Customer into a grace period; * restrict certain functionality; * suspend service after reasonable attempts to obtain payment.

NovakOS may restore service when payment has been confirmed.

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18. SUBSCRIPTION REFUNDS

Except where required by law or expressly stated otherwise:

* paid Subscription fees are non-refundable for elapsed service periods; * cancellation does not automatically create a prorated refund; * verified duplicate or erroneous NovakOS charges will be investigated and corrected.

Nothing in these Terms removes any mandatory refund right.

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19. CUSTOMER PAYMENT PROCESSING

NovakOS may allow Customer to establish or connect a payment account through Stripe Connect or another payment provider.

Customer acknowledges that the Third-Party Service may independently require:

* identity verification; * business verification; * beneficial-owner information; * banking information; * regulatory verification; * KYC/KYB; * underwriting; * reserves; * payout restrictions.

NovakOS cannot guarantee approval or continued availability of a payment account.

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20. CUSTOMER IS THE PROVIDER OF ITS GOODS AND SERVICES

Customer, not NovakOS, is responsible for the goods and services Customer sells to End Customers.

Customer is solely responsible for:

* workmanship; * service quality; * pricing; * representations; * warranties; * refunds; * customer complaints; * taxes; * permits; * licences; * consumer-contract obligations; * legal compliance relating to Customer’s business.

NovakOS provides technology enabling Customer to manage its business.

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21. PAYMENT-CARD INFORMATION

Full payment-card numbers, card security codes, CVVs, and similar sensitive card credentials are intended to be handled by the applicable payment provider.

Customer and Authorized Users must not enter full card numbers or CVVs into:

* notes; * job records; * forms; * messages; * uploads; * photographs; * free-text fields.

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22. PAYMENT PLATFORM FEES

Customer Payments may be subject to a NovakOS platform fee.

The applicable fee will be disclosed through NovakOS before Customer enables or uses the functionality to which the fee applies.

Customer authorizes the payment provider to deduct or transfer properly disclosed platform fees where supported.

Third-party processing fees may apply separately.

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23. PAYOUTS

Payout timing is controlled by the applicable payment provider and financial institutions.

NovakOS does not guarantee:

* payout timing; * availability of funds; * processor approval; * uninterrupted payment capabilities; * absence of reserves or holds.

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24. CUSTOMER REFUNDS

NovakOS may provide tools allowing Customer to initiate refunds.

Customer is responsible for the underlying refund decision and ensuring that Customer has sufficient funds or payment-provider capacity to complete the refund.

Processor records may be authoritative concerning final settlement.

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25. DISPUTES AND CHARGEBACKS

Customer is responsible for disputes and chargebacks arising from Customer’s transactions with End Customers.

NovakOS may display or synchronize dispute information but does not control card-network decisions.

Customer remains responsible for evidence submitted in a dispute and for associated processor obligations.

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26. SAVED PAYMENT METHODS

Customer may save an End Customer’s payment method only where Customer has lawful authority.

Customer is responsible for obtaining any legally required consent relating to:

* storing the payment method; * future use; * off-session charges; * recurring charges.

Customer must not charge a saved payment method outside the scope of the End Customer’s authorization.

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27. RECURRING END-CUSTOMER PAYMENTS

Where Customer creates recurring maintenance or service plans, Customer is responsible for:

* clearly disclosing price; * billing frequency; * renewal terms; * cancellation method; * service scope; * material changes; * applicable refund requirements; * lawful payment authorization.

NovakOS provides technology and recordkeeping but is not the provider of Customer’s underlying service plan.

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28. EMAIL AND TEXT MESSAGING

NovakOS may provide email and SMS functionality.

Customer is responsible for ensuring that Customer communications comply with applicable law, including where applicable requirements concerning:

* consent; * sender identification; * unsubscribe mechanisms; * commercial electronic messages; * marketing communications; * recordkeeping.

Customer must not use NovakOS to send unlawful spam.

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29. UNSUBSCRIBE AND SMS STOP REQUESTS

NovakOS may automatically process:

* STOP; * UNSUBSCRIBE; * CANCEL; * END; * QUIT; * email unsubscribe requests; * complaints; * hard bounces; * provider suppression events.

Customer must not intentionally bypass or defeat suppression controls.

Where an individual has opted out, communications may remain blocked until lawful resubscription or another lawful basis applies.

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30. BUSINESS TELEPHONE NUMBERS

NovakOS may allow Customer to obtain or use a business telephone number through a Third-Party Service.

Telephone numbers remain subject to:

* provider availability; * carrier policies; * regulatory requirements; * account status; * provider terms; * porting rules.

NovakOS does not warrant permanent ownership, retention, recoverability, or portability of a specific telephone number.

Customer should contact NovakOS before terminating a texting service if retention or porting is important.

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31. EMAIL DOMAINS

Customer may connect a domain or sending identity.

Customer represents that it is authorized to use the domain and modify required DNS records.

Customer remains responsible for communications transmitted under Customer’s branding.

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32. TIMEKEEPING

NovakOS may record:

* clock-in; * clock-out; * breaks; * job time; * manual entries; * event time; * vacation; * sick leave; * statutory holidays; * other paid leave.

Customer remains responsible for reviewing and correcting time records before relying on them for payroll or employment decisions.

Technology failure must not be used to deny compensation otherwise lawfully owed.

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33. PAYROLL-RELATED FUNCTIONALITY

NovakOS may provide calculations concerning:

* regular hours; * overtime; * leave; * statutory-holiday treatment; * wage rates; * paid-leave percentages; * payroll summaries.

These tools are administrative aids.

NovakOS does not provide individualized accounting, employment, tax, or legal advice.

Customer must review payroll-related results before paying employees, making remittances, or filing governmental records.

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34. PAID LEAVE

Authorized Customer personnel may create vacation, sick, statutory-holiday, or other paid-leave events.

Paid-leave events may automatically generate completed time records.

Paid-leave records are not active clock sessions and are not intended to activate GPS/background tracking.

Customer is responsible for determining:

* legal entitlement; * paid hours; * applicable percentage; * employee schedule; * overtime treatment; * statutory obligations.

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35. EMPLOYEE LOCATION

NovakOS may provide location functionality associated with work activities.

Customer is responsible for determining whether use of location information is lawful and reasonable in Customer’s jurisdiction and circumstances.

Customer must provide employees and other affected persons with required notices and obtain consent where required.

Customer must not use NovakOS to:

* covertly track an individual unlawfully; * stalk; * harass; * intimidate; * intentionally track individuals outside authorized work circumstances; * conduct unlawful surveillance; * make unlawful discriminatory decisions.

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36. LOCATION LIMITATIONS

Location information may be inaccurate, delayed, incomplete, or unavailable because of:

* GPS conditions; * buildings; * device hardware; * connectivity; * operating-system restrictions; * battery settings; * permission settings; * network conditions.

NovakOS is not an emergency tracking service.

Customer must not rely on NovakOS as the sole means of locating an individual in an emergency.

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37. MEDIA AND DEVICE PERMISSIONS

NovakOS applications may request permission to use:

* camera; * selected photographs; * video; * microphone where required; * foreground location; * background location; * notifications.

Permissions are intended to be requested in connection with functionality requiring them.

Customer and Authorized Users remain responsible for lawful collection and use of media.

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38. PHOTOGRAPHS AND VIDEOS

Customer must use reasonable judgment when capturing media at homes, workplaces, and customer properties.

Customer should avoid unnecessarily capturing:

* uninvolved individuals; * private documents; * licence plates; * unrelated private areas; * financial information; * identity documents; * medical information; * other sensitive information.

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39. ELECTRONIC SIGNATURES

NovakOS may provide electronic-signature functionality.

Customer intends electronic actions performed through these features to provide evidence of execution where legally sufficient.

NovakOS does not warrant that an electronic signature created through the Services satisfies specialized requirements for:

* notarization; * witnessing; * commissioning; * certification; * documents requiring prescribed execution formalities.

Customer is responsible for determining the legal requirements applicable to a specific document.

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40. CUSTOMER BUSINESS RECORDS

Customer is responsible for the accuracy and legality of:

* quotes; * invoices; * descriptions; * prices; * taxes; * licence information; * payment terms; * warranties; * representations; * service records; * forms.

NovakOS templates do not constitute professional advice.

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41. CUSTOMER DATA OWNERSHIP

As between Customer and NovakOS, Customer retains Customer’s rights in Customer Data.

Customer grants NovakOS a non-exclusive, limited licence to process Customer Data as reasonably necessary to:

* provide the Services; * follow Customer’s instructions; * synchronize data; * provide support; * maintain security; * make backups; * satisfy legal obligations; * enforce these Terms.

This licence does not transfer ownership of Customer Data to NovakOS.

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42. CUSTOMER AUTHORITY OVER DATA

Customer represents that Customer has a lawful basis to collect, use, disclose, upload, store, and otherwise process Customer Data submitted to NovakOS.

Customer is responsible for required privacy notices and permissions concerning End Customers, employees, contractors, and others.

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43. SENSITIVE INFORMATION

Unless specifically supported and authorized by NovakOS, Customer must not intentionally use NovakOS as a primary repository for:

* full payment-card credentials; * CVVs; * Social Insurance Numbers; * medical diagnoses; * genetic information; * highly sensitive health records; * account passwords; * criminal-history databases; * unnecessary identity-document copies.

Customer should minimize unnecessary sensitive information.

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44. CUSTOMER CONFIDENTIALITY

Each party may receive confidential information belonging to the other.

The receiving party will:

* use confidential information only for legitimate purposes of the relationship; * protect it using reasonable safeguards; * limit access to individuals with a legitimate need.

Confidential information excludes information that is demonstrably public without breach, independently developed, previously known lawfully, or lawfully received without confidentiality restrictions.

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45. SECURITY

NovakOS will maintain reasonable administrative, organizational, and technical safeguards appropriate to the Services and information processed.

No online service is completely immune from:

* cyberattacks; * software vulnerabilities; * provider failures; * credential compromise; * malicious insiders; * unforeseen technical events.

Customer must maintain security controls within Customer’s control.

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46. SECURITY INCIDENTS

NovakOS will maintain reasonable processes for investigating suspected security and privacy incidents.

Where an incident triggers notification or reporting obligations applicable to NovakOS, NovakOS will take the steps required by applicable law.

Customer agrees to provide reasonable cooperation where Customer has independent notification or legal obligations.

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47. THIRD-PARTY SERVICES

NovakOS uses and integrates with Third-Party Services.

These may include services used for:

* authentication; * hosting; * database services; * storage; * payments; * email; * SMS; * telephone numbers; * maps; * push notifications; * application distribution.

NovakOS is not responsible for independent acts of Third-Party Services outside NovakOS’s reasonable control.

This section does not excuse NovakOS from legal obligations arising from NovakOS’s own conduct.

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48. THIRD-PARTY TERMS

Customer may be required to accept separate Third-Party Service terms.

Customer must comply with applicable Third-Party Service requirements.

A provider may suspend or discontinue an integration independently of NovakOS.

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49. MAPS AND GEOCODING

Mapping information may be provided by third parties.

NovakOS does not warrant the accuracy of:

* geocoding; * addresses; * routes; * drive times; * maps.

Mapping functionality is not intended for emergency navigation or legal land descriptions.

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50. OFFLINE FUNCTIONALITY

NovakOS may temporarily store a working copy of certain information locally on a device to support offline operations.

Customer acknowledges that unsynchronized work can be lost if the device is:

* reset; * lost; * destroyed; * cleared; * signed out before synchronization where local cleanup removes unsynchronized content.

Customer should synchronize important work promptly.

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51. PUSH NOTIFICATIONS

Push delivery may depend on Apple, Google, device settings, connectivity, and other providers.

Delivery is not guaranteed.

Push notifications must not be Customer’s sole method of communicating emergency or legally required notices.

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52. ACCEPTABLE USE

Customer and Authorized Users must not use NovakOS to:

* violate law; * facilitate fraud; * infringe another person’s rights; * access another company’s data without authority; * introduce malware; * attack NovakOS systems; * bypass permissions; * circumvent billing controls; * conduct unlawful surveillance; * stalk or harass; * send unlawful spam; * process unauthorized charges; * violate provider terms; * intentionally overload the Services; * unlawfully reverse engineer protected portions of the Services.

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53. INVESTIGATION OF ABUSE

NovakOS may investigate suspected:

* fraud; * security incidents; * misuse; * unlawful communications; * unauthorized access; * provider violations.

NovakOS may preserve relevant records where reasonably required for investigation, enforcement, or legal compliance.

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54. SUSPENSION

NovakOS may temporarily restrict or suspend Services where reasonably necessary because of:

* unpaid fees; * material breach; * fraud; * security risk; * unlawful use; * provider restrictions; * legal requirements; * material risk to other users.

Where circumstances reasonably permit, NovakOS will provide notice and an opportunity to cure a remediable issue.

Immediate action may be taken where delay creates material risk.

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55. TERMINATION BY CUSTOMER

Customer may terminate by cancelling the Subscription.

Termination does not relieve Customer of amounts properly incurred before termination.

Customer should export records it needs before deletion or expiration of applicable recovery periods.

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56. TERMINATION BY NOVAKOS

NovakOS may terminate Customer for an uncured material breach after reasonable notice where cure is possible.

Immediate termination may occur for:

* fraud; * malicious security attacks; * unlawful operation; * severe abuse; * circumstances where continuing service would itself be unlawful.

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57. DATA EXPORT

Authorized Customer users may export Customer Data through available export functionality.

Once an export leaves NovakOS-controlled systems, Customer becomes responsible for its security.

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58. COMPANY DELETION

An authorized Customer owner may request company deletion.

NovakOS may maintain a limited recovery period, currently approximately 30 days, before permanent deletion from active production systems is scheduled.

Some information may remain where required for:

* tax; * accounting; * payment disputes; * consent records; * suppression records; * fraud prevention; * security; * audit; * legal holds; * litigation.

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59. BACKUPS

Information deleted from active systems may temporarily remain in encrypted disaster-recovery backups until backup rotation or expiration.

Backup copies are not used for routine business operations.

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60. FINANCIAL AND LEGAL RETENTION

Certain records may be retained after account deletion where reasonably necessary to satisfy:

* tax obligations; * accounting requirements; * payment disputes; * chargebacks; * regulatory requirements; * litigation holds; * fraud prevention; * other lawful obligations.

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61. NOVAKOS INTELLECTUAL PROPERTY

NovakOS and its licensors retain all rights in:

* software; * application design; * interfaces; * branding; * documentation; * proprietary technology; * compilations; * underlying systems.

Customer Data remains governed separately.

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62. CUSTOMER LICENCE

During an active Subscription, NovakOS grants Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to use the Services for Customer’s internal business operations.

The licence ends when Customer’s right to use the Services terminates.

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63. RESTRICTIONS

Except where applicable law expressly provides otherwise, Customer may not:

* resell the Services without permission; * sublicense NovakOS; * copy substantial proprietary portions; * systematically reproduce NovakOS to build a competing service; * remove proprietary notices; * obtain source code through unauthorized reverse engineering; * misuse confidential NovakOS technology.

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64. OPEN-SOURCE SOFTWARE

Certain software components may be governed by open-source licences.

Where an applicable open-source licence grants rights inconsistent with these Terms, that licence governs the applicable open-source component.

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65. FEEDBACK

If Customer voluntarily provides suggestions or feedback, Customer grants NovakOS a worldwide, perpetual, royalty-free right to use the feedback.

This does not transfer ownership of Customer Data or Customer confidential information.

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66. AGGREGATE AND DE-IDENTIFIED INFORMATION

NovakOS may use appropriately aggregated or de-identified information for:

* security; * reliability; * capacity planning; * service improvement; * aggregate analytics.

NovakOS will not intentionally re-identify properly de-identified information except where reasonably required for security or validation and legally permitted.

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67. NO SALE OF CUSTOMER DATA

NovakOS does not obtain ownership of Customer Data by providing the Services.

NovakOS does not sell Customer Data as a data-broker product.

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68. AI TRAINING

Unless Customer expressly agrees otherwise in a separate written agreement, NovakOS will not use Customer Data to train a general-purpose artificial-intelligence model.

This restriction does not prevent ordinary software processing necessary to provide, secure, search, route, calculate, troubleshoot, or improve operation of the Services using appropriately de-identified information.

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69. SERVICE CHANGES

NovakOS may modify and improve the Services.

NovakOS may replace functionality where reasonably necessary for:

* security; * reliability; * provider changes; * legal compliance; * product development.

NovakOS will use commercially reasonable efforts to avoid materially depriving Customer of core paid functionality during an already-paid Subscription period without reasonable treatment.

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70. BETA FEATURES

Functionality identified as beta, experimental, preview, or similar may:

* change; * contain defects; * be withdrawn; * have limited support.

Customer should not rely on beta functionality as the sole method of satisfying a legal or safety-critical obligation.

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71. SUPPORT

NovakOS will provide support through the support channels offered through the Services.

Unless Customer has a separately signed service-level agreement, response and resolution times are not guaranteed service levels.

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72. SERVICE AVAILABILITY

NovakOS does not guarantee uninterrupted availability.

Service interruptions may result from:

* maintenance; * provider outages; * internet failures; * cyber incidents; * mobile networks; * device failures; * third-party API changes; * circumstances outside NovakOS’s control.

NovakOS will use commercially reasonable efforts to restore material interruptions within its reasonable control.

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73. CUSTOMER BUSINESS CONTINUITY

Customer should maintain exports or independent records required for:

* tax purposes; * payroll; * legal compliance; * disaster recovery; * business continuity.

NovakOS is not Customer’s exclusive statutory record custodian unless expressly agreed in writing.

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74. CUSTOMER COMPLIANCE

Customer remains responsible for laws and professional obligations applicable to Customer’s own business, including where applicable:

* employment standards; * privacy; * payroll; * tax; * consumer law; * trade licensing; * occupational requirements; * warranties; * electronic communications; * recording; * payment authorization; * workplace requirements.

NovakOS features are not a guarantee that Customer is legally compliant.

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75. CUSTOMER INDEMNIFICATION

To the maximum extent permitted by applicable law, Customer will indemnify, defend, and hold harmless NovakOS and its officers, directors, employees, contractors, and agents from third-party claims, liabilities, damages, penalties, judgments, and reasonable legal costs arising from:

* Customer’s unlawful goods or services; * Customer’s workmanship; * Customer Data Customer lacked authority to process; * unlawful employee surveillance; * unlawful location tracking; * unlawful electronic communications; * unauthorized payment charges; * Customer’s employment decisions; * Customer’s payroll decisions; * Customer’s infringement of third-party rights; * Customer’s material breach of these Terms; * unlawful conduct by Customer’s Authorized Users.

Customer is not responsible under this section to the extent the claim results from NovakOS’s fraud, wilful misconduct, gross negligence, or other liability that applicable law prevents NovakOS from shifting to Customer.

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76. WARRANTY DISCLAIMER

To the maximum extent permitted by applicable law, the Services are provided **“as is”** and **“as available.”**

NovakOS disclaims implied warranties and conditions to the extent legally permissible.

NovakOS does not warrant that:

* operation will always be uninterrupted; * all defects will be eliminated; * all third-party integrations will remain available; * every calculation is free from error; * use automatically satisfies Customer’s legal obligations; * all communications will arrive; * every payment will settle; * all location data will be exact.

Nothing excludes a warranty or condition that cannot legally be excluded.

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77. CONSEQUENTIAL DAMAGES

To the maximum extent permitted by law, NovakOS will not be liable for indirect, incidental, exemplary, punitive, special, or consequential damages, including loss of anticipated profits, goodwill, business opportunity, or indirect business loss.

This exclusion applies only to the extent enforceable under applicable law.

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78. LIMITATION OF LIABILITY

To the maximum extent permitted by law, NovakOS’s aggregate monetary liability arising from the Services or these Terms will not exceed the greater of:

1. the Subscription fees paid or payable by Customer to NovakOS during the twelve months immediately preceding the event giving rise to the claim; or 2. CAD $500.

This limitation applies collectively across contract, tort, negligence, statutory, and other theories of liability to the maximum lawful extent.

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79. NON-EXCLUDABLE LIABILITY

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law.

Nothing is intended to exclude liability for fraud or deliberate misconduct where such liability cannot lawfully be excluded.

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80. RISK ALLOCATION

Customer acknowledges that Subscription pricing reflects the allocation of risk contained in these Terms.

Customer is responsible for maintaining insurance appropriate to Customer’s own business, which may include:

* commercial general liability; * professional/E&O; * cyber insurance; * employment coverage; * other industry-appropriate insurance.

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81. FORCE MAJEURE

Neither party will be responsible for delay caused by circumstances beyond its reasonable control, including:

* natural disasters; * widespread internet failures; * war; * civil unrest; * governmental action; * major provider outages; * labour disruption; * widespread cyberattacks.

The affected party must use commercially reasonable efforts to mitigate the impact.

Force majeure does not excuse payment obligations already incurred.

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82. GOVERNING LAW

These Terms are governed by the laws of British Columbia and applicable federal laws of Canada, without regard to conflict-of-law rules.

Mandatory legal rights that cannot be waived continue to apply.

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83. DISPUTE RESOLUTION

Before commencing formal litigation, the parties will make reasonable good-faith efforts to resolve the dispute through appropriate business representatives.

Either party may seek urgent judicial relief where reasonably necessary to protect:

* confidential information; * security; * intellectual property; * persons or property.

Except where applicable law provides another mandatory forum, the parties submit to the jurisdiction of competent courts and tribunals in British Columbia.

Nothing in these Terms prevents a party from using a legally available small-claims, Civil Resolution Tribunal, or similar forum.

These Terms do not impose mandatory pre-dispute arbitration or an unlawful waiver of class-proceeding rights.

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84. QUEBEC LANGUAGE REQUIREMENTS

Where Quebec law requires a French version of these Terms or related contractual documents to be provided before an adhering party may choose another language, NovakOS will provide the required French version and obtain any required express language choice.

No provision of these Terms is intended to waive a language right that cannot lawfully be waived.

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85. APPLE APP STORE

Where an Authorized User obtains NovakOS through Apple’s App Store:

* Apple is not a party to these Terms; * NovakOS, not Apple, is responsible for the application and its content; * NovakOS is responsible for application support to the extent required; * Apple has no independent obligation to maintain or support NovakOS; * NovakOS is responsible for claims concerning the NovakOS application to the extent required by applicable law and Apple’s applicable marketplace terms; * Apple and its subsidiaries may be third-party beneficiaries of provisions applicable to use of the Apple-distributed application.

Authorized Users must comply with applicable App Store usage rules.

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86. OTHER APPLICATION MARKETPLACES

Authorized Users must comply with applicable terms of Google Play, Apple, and other distribution platforms through which NovakOS is made available.

Marketplace providers are not responsible for NovakOS except where their own terms or applicable law expressly provide otherwise.

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87. EXPORT AND SANCTIONS

Customer may not use NovakOS in violation of applicable sanctions, export restrictions, or prohibited-party laws applicable to Customer or NovakOS.

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88. NOTICES

NovakOS may provide routine notices through:

* NovakOS; * account email; * billing email; * in-app notifications; * other electronic contact methods supplied by Customer.

Formal legal notices to NovakOS must be directed to:

**Michael Novak O/A NovakOS** carrying on business as NovakOS 2524 Hastings Road, Chemainus, BC, V0R 1K5 [support@novakos.org](mailto:support@novakos.org)

Customer must maintain accurate contact information.

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89. CHANGES TO THESE TERMS

NovakOS may prospectively update these Terms.

Material amendments will be assigned a new version and effective date.

Where appropriate, NovakOS may require renewed acceptance by an Authorized Representative.

Amendments do not retroactively extinguish claims that accrued before the amendment.

Where applicable law requires new consent or notice, NovakOS will provide it.

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90. ORDER OF PRECEDENCE

Where Customer has a separately signed negotiated agreement with NovakOS, direct conflicts will be resolved in the following order:

1. negotiated signed agreement or order form; 2. applicable data-processing addendum; 3. these Terms; 4. incorporated Documentation.

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91. ASSIGNMENT

Customer may not assign these Terms without NovakOS’s consent, not to be unreasonably withheld for a legitimate business succession where the successor assumes Customer’s obligations.

NovakOS may assign these Terms in connection with:

* corporate reorganization; * merger; * acquisition; * financing; * sale of substantially all relevant business assets.

Any handling of personal information remains subject to applicable privacy law.

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92. INDEPENDENT CONTRACTORS

Customer and NovakOS are independent contracting parties.

Nothing in these Terms creates:

* employment; * partnership; * joint venture; * fiduciary relationship; * franchise; * general agency relationship.

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93. NO GENERAL THIRD-PARTY BENEFICIARIES

Except where expressly stated for application marketplaces or indemnified persons, these Terms do not create contractual rights for third parties.

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94. WAIVER

Failure to enforce a right once does not permanently waive that right.

A waiver must be clear and applies only to the matter for which it was given.

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95. SEVERABILITY

If a provision is found unlawful or unenforceable, it will be limited or severed only to the minimum extent necessary.

The remaining provisions continue to the extent legally possible.

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96. ENTIRE AGREEMENT

These Terms, together with applicable order forms, negotiated agreements, and incorporated contractual addenda, constitute the agreement between NovakOS and Customer concerning the Services.

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97. SURVIVAL

Provisions intended by their nature to survive termination will survive, including provisions concerning:

* payment; * confidentiality; * data retention; * intellectual property; * indemnification; * limitation of liability; * disputes; * legal records.

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98. ELECTRONIC AGREEMENT

Customer agrees that electronic acceptance has the same effect as signing a written agreement where permitted by applicable law.

NovakOS may retain records documenting:

* accepting user; * Customer/company; * Terms version; * acceptance statement; * timestamp; * IP address; * user agent; * correlation or audit identifiers.

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99. CUSTOMER ACKNOWLEDGEMENT

By accepting these Terms, the Authorized Representative confirms:

1. the representative has had an opportunity to review these Terms; 2. the representative understands that the Subscription automatically renews until cancelled; 3. the representative understands applicable fees disclosed through NovakOS; 4. the representative is authorized to bind Customer; 5. Customer agrees to these Terms.

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100. CONTACT

Questions concerning these Terms may be directed to:

**NovakOS** 2524 Hastings Road, Chemainus, BC, V0R 1K5

**Support:** [support@novakos.org](mailto:support@novakos.org) **Billing:** [support@novakos.org](mailto:support@novakos.org) **Privacy:** [support@novakos.org](mailto:support@novakos.org) **Legal:** [support@novakos.org](mailto:support@novakos.org)

**END OF TERMS AND CONDITIONS**