Terms of Service

NOVAKOS TERMS AND CONDITIONS

Terms of Service and Commercial Subscription Agreement

Version: 4.0 Effective Date: 2026-09-10 Last Updated: 2026-09-10

These Terms and Conditions, including the schedules and policies expressly incorporated by reference (collectively, the “Terms”), form 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, activates, accesses, or uses the NovakOS Services (“Customer,” “you,” or “your”).

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

By clicking an acceptance control, starting or scheduling a paid Subscription where an acceptance control is presented, or otherwise accepting these Terms through a NovakOS contracting flow, Customer agrees to be legally bound by the version presented. The individual accepting for Customer represents and warrants that the individual has actual authority to bind Customer. Mere use by an employee, technician, contractor, dispatcher, or other person who lacks that authority does not by itself make that person an Authorized Representative.

Important commercial notice. NovakOS is business software. It is not legal, tax, accounting, payroll, employment, safety, emergency-response, banking, telecommunications, insurance, or trade-compliance advice. Customer remains responsible for professional judgment and legal compliance in its own business.

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.

1. 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.

1. 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.

1. DESCRIPTION OF THE SERVICES

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

• company, account, role, and permission management;
• customer, property, equipment, and service-history records;
• scheduling, dispatch, jobs, work orders, appointments, reminders, and field workflows;
• quotes, estimates, pricebook/catalogue functions, invoices, service plans, payments, refunds, and payment records;
• inventory ledgers, locations, vehicle stock, serialized equipment, reservations, transfers, returns, counts, material usage, and demand or opportunity indicators;
• forms, checklists, electronic signatures, photographs, videos, documents, and file storage;
• timekeeping, timesheets, paid leave, payroll-related calculations, and payroll export or integration aids;
• optional employee location, mapping, routing, and work-event location functions;
• optional NOS Points / Responsible Rewards, levels, leaderboards, performance metrics, configurable rewards, and payroll-bonus workflow aids;
• email, connected business mailboxes, SMS/text messaging, business telephone numbers, notifications, and delivery records;
• accounting and business integrations, including supported QuickBooks Online connectivity;
• reporting, audit, privacy-request, import/export, backup, recovery, offline, mobile, administrative, security, and reconciliation functions.

A feature appearing in code, documentation, beta, preview, an application build, or a third-party configuration screen is not a contractual promise that the feature is generally available. Features may differ by plan, eligibility, jurisdiction, provider approval, platform, or deployment and may change in accordance with these Terms.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

9A. FREE OR APPLICATION TRIALS

NovakOS may, but is not required to, offer a free or application trial. Eligibility, duration, included features, and restrictions are controlled by the offer and the server-side account state shown in NovakOS. The current standard application trial, when offered, may be seven days, but NovakOS may change or withdraw future trial offers prospectively.

A trial does not guarantee production readiness of every feature. Certain provider-backed functions may be disabled or unavailable during a trial, including functions that would cause NovakOS to procure or assign paid telecommunications resources.

Unless Customer affirmatively authorizes or schedules a conversion to a paid Subscription through a billing flow that discloses the applicable plan and recurring charges, expiration of a free application trial does not itself authorize NovakOS to charge Customer merely because a payment method was previously verified or saved.

Where Customer affirmatively schedules a paid conversion, Customer authorizes the disclosed recurring Subscription charges to begin at the stated conversion time. The final billable seat quantity may be determined from NovakOS’s server-side account state at conversion. Paid access or provider-backed entitlements may be conditioned on successful collection of the initial paid invoice.

1. RECURRING SUBSCRIPTION AUTHORIZATION

By affirmatively starting a paid Subscription or scheduling a paid conversion through a NovakOS billing flow, Customer expressly authorizes NovakOS and its payment processor to charge Customer’s designated payment method on a recurring basis for:

• the disclosed Subscription base fee;
• disclosed active-user or seat charges;
• disclosed prorations resulting from Customer-requested plan or seat changes;
• applicable taxes; and
• other recurring charges that Customer expressly authorizes and that are clearly disclosed before authorization.

The Subscription automatically renews until cancelled in accordance with the cancellation controls or other cancellation method NovakOS makes available. Customer represents that it is authorized to use the supplied payment method.

Verification or storage of a payment method alone is not an independent authorization for an undisclosed paid Subscription.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. TAXES AND TAX TOOLS

Customer is responsible for taxes applicable to Customer’s purchase of NovakOS and to Customer’s own sales, services, payroll, business, and transactions, except taxes imposed on NovakOS’s own net income.

Where NovakOS or a Third-Party Service is legally required to collect tax on fees charged by NovakOS, Customer authorizes collection of the properly disclosed amount.

NovakOS may provide configurable Canadian sales-tax, tax-inclusion, exemption, registration-number, tax-code, mapping, reporting, or calculation tools. Those tools are administrative aids and are not tax, accounting, or legal advice. NovakOS does not independently verify that a business number, tax registration, exemption certificate, place-of-supply determination, rate, classification, or tax treatment supplied by Customer is legally correct or current unless an applicable feature expressly states that a particular item was verified.

Customer remains responsible for determining its registration obligations, place of supply, applicable rates, exemptions, invoicing disclosures, tax treatment, filings, remittances, and retention obligations, and for obtaining professional advice for unusual or material transactions. Unless expressly stated otherwise, NovakOS does not file returns, remit Customer taxes to a government, provide an auditor’s opinion, or guarantee that a configured tax rule covers every industry-specific, real-property, interprovincial, cross-border, holdback, customs, environmental, or other special tax rule.

Customer must review tax calculations before issuing material invoices or relying on them for filings. A tax configuration or software calculation does not transfer Customer’s statutory tax liability to NovakOS.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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 and are established by the applicable payment provider. Third-party processing fees charged in connection with an original Customer Payment may not be returned or credited when that payment is later refunded. Customer is responsible for such retained processing fees except where the applicable payment provider expressly provides otherwise.

1. 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.

1. CUSTOMER REFUNDS

NovakOS may provide tools allowing Customer to initiate full or partial refunds of Customer Payments.

Customer is responsible for the underlying refund decision, the amount refunded, compliance with any applicable refund obligations, and ensuring that Customer has sufficient funds or payment-provider capacity to complete the refund.

Where a refund is processed through a supported payment provider, the refund is ordinarily returned to the End Customer through the original payment method in accordance with the payment provider’s rules.

Customer acknowledges that a full refund to an End Customer may equal the full amount originally paid by the End Customer even where Customer originally received a smaller net amount after payment-processing fees, NovakOS platform fees, or other transaction charges.

Third-party payment-processing fees charged on the original transaction may not be refunded or credited by the payment provider. Customer may therefore bear payment-processing costs even where the End Customer receives a full refund.

Where supported and applicable, NovakOS may reverse or refund its own platform fee in whole or in proportion to the amount successfully refunded. A reversal of a NovakOS platform fee does not require a third-party payment processor to refund its own processing fees.

Partial refunds may result in proportional reversal of applicable NovakOS platform fees where supported. Processor records are authoritative regarding the status, settlement, timing, and completion of processor-handled refunds.

A refund initiated through NovakOS may initially remain pending. Customer must not assume that a refund has been successfully completed until the payment provider confirms successful settlement.

For cash, cheque, e-transfer, or other payments not actually processed through the integrated payment provider, NovakOS may record refund information but does not itself transfer the refunded funds. Customer is responsible for returning those funds to the End Customer.

1. 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.

1. 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.

1. 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.

1. EMAIL, CONNECTED MAILBOX, AND TEXT MESSAGING

NovakOS may provide transactional, operational, and commercial email and SMS functionality, including sending through NovakOS infrastructure or through a Customer-authorized connected business mailbox where supported.

Customer is the sender or business on whose behalf Customer-directed communications are initiated and is responsible for ensuring that the communication is lawful, accurate, properly addressed, appropriately identified, and supported by any consent or other legal authority required by applicable law.

Customer is responsible for compliance with laws applicable to commercial electronic messages, telemarketing, sender identification, contact information, unsubscribe mechanisms, consent, records of consent, quiet hours, prohibited content, and communications to minors or vulnerable persons. Customer must not use NovakOS to send unlawful spam, phishing, deceptive messages, or communications that violate a provider’s acceptable-use rules.

NovakOS does not guarantee delivery, inbox placement, carrier acceptance, absence of filtering, or uninterrupted access to a provider. Provider suppression, rate limits, account restrictions, recipient settings, network conditions, and third-party policy changes may affect delivery.

1. UNSUBSCRIBE, CONSENT REVOCATION, AND SMS STOP REQUESTS

NovakOS may automatically process or record events such as STOP, UNSUBSCRIBE, CANCEL, END, QUIT, email unsubscribe requests, complaints, hard bounces, and provider suppression events.

Customer must not intentionally bypass, reset, delete, or defeat a suppression or consent-control record for the purpose of contacting a person contrary to law or that person’s valid request.

Where an individual opts out, marketing or other communications to which the opt-out applies may remain blocked until lawful resubscription or another lawful basis applies. Transactional or legally required communications may be treated differently only where applicable law permits.

Customer remains responsible for unsubscribe, revocation, or opt-out requests received outside NovakOS’s automated mechanisms. Where Canada’s Anti-Spam Legislation or another applicable law imposes a deadline, Customer must give effect to the request without delay and within the legally required period, including CASL’s general maximum of ten business days for an unsubscribe request.

1. BUSINESS TELEPHONE NUMBERS AND CARRIER RESOURCES

NovakOS may allow eligible paid Customers to obtain, assign, or use telephone numbers or messaging resources through a Third-Party Service. Trial accounts may be restricted from obtaining such resources.

Telephone numbers and messaging resources remain subject to provider inventory, carrier policies, registration requirements, regulatory requirements, account standing, provider terms, porting rules, geographic eligibility, and continued provider support.

A number displayed or assigned through NovakOS is not sold to Customer as property. NovakOS does not warrant permanent ownership, retention, recoverability, portability, or availability of any specific number. NovakOS may offer a temporary post-subscription hold before release, but any hold is subject to provider availability and does not guarantee later restoration of the same number.

Customer must maintain independent records of business-critical telephone numbers and should initiate any supported porting or transfer process before cancellation or release if continuity is important.

1. 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.

31A. CONNECTED BUSINESS MAILBOXES

Customer may connect a supported Google Workspace/Gmail, Microsoft 365/Outlook, iCloud, Yahoo, IMAP/SMTP, or other business mailbox through NovakOS or a communications provider such as Nylas where available.

Customer represents and warrants that it owns or is authorized to connect the account, domain, or mailbox and that the person completing authorization has authority to grant the requested permissions. Customer instructs NovakOS and the applicable provider to use the authorization and message data reasonably necessary to operate the selected feature.

The permissions technically requested from a mailbox provider may differ by provider. A provider may require broader technical permissions than the particular NovakOS workflow uses. NovakOS will describe material connected-mailbox uses in its Privacy Policy and will not rely on a mailbox authorization as permission to use message data for unrelated advertising or general-purpose AI training.

Customer remains responsible for recipients, attachments, message content, confidentiality, privilege, legal holds, consent, unsubscribe obligations, and appropriate access by its Authorized Users. Disconnecting a mailbox may stop future NovakOS access but may not instantly delete provider-side records that the provider lawfully retains under its own terms.

1. 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.

1. PAYROLL-RELATED FUNCTIONALITY

NovakOS may provide calculations, summaries, snapshots, exports, integrations, or workflow aids concerning regular hours, overtime, breaks, leave, statutory-holiday treatment, pay rates, adjustments, incentives, bonuses, and estimated gross pay.

These functions are administrative aids. NovakOS is not Customer’s employer, payroll remitter, payroll processor of record, accountant, tax adviser, or employment-law adviser unless a separate written agreement expressly states otherwise.

Customer must review and approve payroll-related results before paying workers, making remittances, issuing tax slips, transmitting information to a payroll provider, making employment decisions, or filing governmental records. Customer is responsible for wage rates, classifications, overtime rules, statutory holiday rules, deductions, taxable benefits, bonus treatment, payroll taxes, remittances, and employment-standard compliance.

Where information is transmitted to a third-party payroll service, that service’s records and processing controls are independent. Customer must reconcile material discrepancies before relying on the information.

33A. NOS POINTS / RESPONSIBLE REWARDS

NovakOS may provide an optional NOS Points or Responsible Rewards feature that a Customer can enable, disable, and configure for legitimate business purposes. The feature may attribute configurable points, levels, leaderboard information, achievement records, reward eligibility, recognition, or payroll-bonus workflow information to Authorized Users based on Customer-configured events such as jobs, bookings, or sold catalogue items.

NOS Points are software metrics and have no inherent cash, property, cryptocurrency, stored-value, or redeemable monetary value unless Customer separately creates and lawfully funds a reward. A displayed level or points balance is not a promise by NovakOS that Customer will provide compensation or a prize.

Customer is solely responsible for deciding whether and how to use incentives and for ensuring any reward, commission, bonus, contest, leaderboard, performance comparison, or sales incentive complies with employment standards, wage and payroll rules, tax law, human-rights law, consumer protection, professional obligations, workplace policies, collective or contractual obligations, and rules against deceptive, unnecessary, or unsafe selling.

Customer must not use NOS Points or similar metrics to encourage unlawful, unsafe, misleading, unnecessary, exploitative, or professionally improper sales. Customer should use human review and appropriate context before making a disciplinary, termination, compensation, promotion, scheduling, or other material employment decision from a metric displayed by NovakOS.

NovakOS does not independently determine whether a sale was appropriate for an End Customer and does not guarantee that a points configuration is lawful for Customer’s workforce or industry.

33B. PERFORMANCE, SALES, AND OPPORTUNITY ANALYTICS

NovakOS may calculate business, sales, dispatch, job, inventory, customer, employee, or opportunity indicators from Customer Data. Such indicators may include historical trends, counts, conversion or sales measures, operational comparisons, demand indicators, inventory signals, or other rules-based analytics.

Analytics are decision-support tools, not guarantees, appraisals, forecasts of certain future results, or independent legal or employment decisions. They may be incomplete, delayed, affected by Customer configuration, or based on data that Customer entered incorrectly.

Customer is responsible for validating material decisions and for any human-resources, compensation, pricing, customer-treatment, inventory, purchasing, or other action it takes based on analytics.

33C. INVENTORY AND DEMAND INFORMATION

Inventory balances, reservations, serialized-item records, vehicle or warehouse locations, transfers, returns, counts, job material usage, forecast demand, and reconciliation indicators depend on timely and accurate Customer inputs and workflow completion.

NovakOS does not warrant that software inventory equals a physical count, that forecast demand will occur, that a reservation will prevent physical loss or double handling outside NovakOS, or that an equipment identifier proves title or ownership. Customer must perform appropriate physical verification, reconciliation, and purchasing review for material decisions.

1. 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.

1. EMPLOYEE AND WORK-RELATED LOCATION

NovakOS may provide optional location functionality associated with field-service work. Depending on configuration, supported devices, permissions, and workflow, location information may include continuous or periodic location points during an active work/clock state and discrete work-event snapshots associated with actions such as dispatch, arrival, clock, job, or other operational events.

Customer, not NovakOS, determines whether location functionality should be enabled for Customer’s workforce and is responsible for determining whether each collection, use, disclosure, retention, and employment purpose is reasonable and lawful in the applicable jurisdiction and circumstances.

Before location information is collected, Customer must provide every legally required notice, policy, explanation, contact information, consent, consultation, or other authorization. A NovakOS in-app policy acknowledgement is an evidentiary and transparency control; it does not replace a consent, notice, collective-agreement process, workplace policy, or other legal requirement that independently applies to Customer.

Customer must not use NovakOS to conduct unlawful covert monitoring, stalk, harass, intimidate, discriminate, track a person for an unauthorized off-duty purpose, or infer sensitive personal conduct unrelated to legitimate work.

Continuous/background tracking is intended to operate only under the work-state and policy controls disclosed in NovakOS. Discrete event-location capture may occur at the moment of an authorized work action, including an action that begins or ends a clock state, where enabled. Customer must communicate that distinction accurately to affected workers.

1. LOCATION ACCURACY, RETENTION, AND EMPLOYMENT USE

Location information can be inaccurate, delayed, duplicated, incomplete, stale, or unavailable because of GPS conditions, buildings, device hardware, network conditions, operating-system controls, battery settings, permissions, connectivity, background restrictions, clock skew, or offline synchronization.

NovakOS is not an emergency, lone-worker monitoring, safety-dispatch, law-enforcement, or rescue service. Customer must not rely on NovakOS as the sole method of locating a person in an emergency or satisfying a statutory safety procedure.

Standard operational location-history retention is intended to be short and configurable within NovakOS’s supported limits, currently not more than approximately 28 days unless information is preserved for a lawful hold, investigation, security incident, dispute, or other lawful requirement. Live-map location is intended to be transient and should not be treated as a permanent employment record.

If Customer uses location or another expiring NovakOS record to make a decision that directly affects an individual, Customer is responsible for preserving the information for any longer period required by applicable privacy, employment, evidentiary, litigation-hold, or other law. Customer must not assume the ordinary NovakOS deletion schedule satisfies such an obligation. Customer should export or otherwise preserve the relied-upon record and contact NovakOS promptly if a legal hold affecting NovakOS-controlled data is required.

Customer should not make a material adverse employment decision solely from a single location point without reasonable verification and context.

1. 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.

1. 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.

1. 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.

1. CUSTOMER BUSINESS RECORDS AND OUTPUTS

Customer is responsible for the accuracy, completeness, legality, and professional suitability of Customer-generated or Customer-configured records and outputs, including quotes, estimates, invoices, descriptions, prices, taxes, registration numbers, licence information, payment terms, warranties, representations, service records, forms, checklists, inventory records, employee records, performance metrics, communications, and accounting mappings.

NovakOS templates, calculations, suggestions, validations, status labels, automation, reminders, dashboards, and workflow rules are software aids. They do not constitute a legal opinion, audit opinion, accounting opinion, engineering opinion, employment decision, tax ruling, professional certification, safety determination, or guarantee of legal compliance.

Customer must review material outputs before sending, filing, paying, disciplining, terminating, purchasing, remitting, or otherwise relying on them where an error could cause legal, financial, safety, employment, tax, or professional consequences.

1. 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.

1. 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.

1. 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.

1. 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.

1. SECURITY

NovakOS will maintain administrative, organizational, and technical safeguards that are reasonable and appropriate to the nature of the Services and information processed, taking into account sensitivity, foreseeable risks, provider capabilities, and applicable law.

Security measures may include authentication, authorization, tenant-scoped access controls, encrypted transport, provider-managed storage protections, protected credentials, webhook verification, audit logging, backups or recovery mechanisms, monitoring, rate limiting, and payment tokenization where applicable.

No online service, software control, cloud provider, mobile device, network, or encryption system can guarantee absolute security or zero data loss. Customer must maintain safeguards within Customer’s control, including device security, account administration, least-privilege roles, offboarding, secure exports, endpoint protection, and prompt reporting of suspected compromise.

Statements in security documentation describe intended or current controls and are not an independent warranty, certification, service-level agreement, guarantee that every vulnerability will be prevented, or representation that a particular third-party certification applies unless NovakOS expressly states so in writing.

1. SECURITY AND PRIVACY INCIDENTS

NovakOS will maintain reasonable processes to identify, investigate, contain, remediate, document, and respond to suspected security or privacy incidents within NovakOS’s responsibility.

Where an incident triggers a legal reporting or notification obligation applicable to NovakOS, NovakOS will take the steps required by that law. Where Customer controls affected Customer Data and has independent obligations, NovakOS will provide reasonable information and cooperation available to NovakOS, subject to security, privilege, confidentiality, proportionality, and legal restrictions.

NovakOS may preserve incident records, logs, forensic material, and relevant Customer Data for a period reasonably necessary for investigation, legal compliance, insurance, fraud prevention, defense of claims, or a lawful hold, even if an ordinary product retention period would otherwise expire.

1. 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.

1. 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.

48A. CONNECTED ACCOUNTING, EMAIL, PAYROLL, AND BUSINESS INTEGRATIONS

Customer may choose to connect supported Third-Party Services, including accounting platforms, mailbox providers, identity providers, payment providers, payroll services, mapping services, communications services, or other business systems.

By enabling an integration, Customer instructs and authorizes NovakOS and the applicable provider to send, receive, store, transform, and synchronize the Customer Data and account metadata reasonably necessary for the selected integration, subject to Customer’s configuration and permissions and the provider’s own terms.

QuickBooks Online. Where supported, NovakOS may send or synchronize customers, invoices, payments, refunds or credits, products/services, attachments, mapping data, or other supported records to Intuit QuickBooks Online; receive supported payment, void, account, vendor, bill, expense, invoice, attachment, or related records; and maintain synchronization identifiers, errors, or read-only mirrors. Customer remains responsible for its books, tax treatment, chart-of-accounts and tax mappings, reconciliation, filing, and correction of discrepancies. A successful sync does not mean Intuit, NovakOS, an accountant, or a tax authority has approved the accounting treatment.

Connected mailboxes. Where supported, NovakOS may use a provider such as Nylas to connect to Google Workspace/Gmail, Microsoft 365/Outlook, iCloud, Yahoo, or other mail systems. Customer remains responsible for authorization, recipients, content, consent, confidentiality, privilege, attachments, and lawful use. Provider permissions and provider-side processing may be broader than the specific NovakOS workflow because of provider technical requirements.

Payroll or other providers. If a payroll or business integration is made available, Customer remains responsible for reviewing transferred information and the third-party provider remains responsible for its own independent service. No prospective partnership, integration under development, or provider configuration is part of the Services until NovakOS actually makes it available to Customer.

Third-Party Services may impose their own scopes, retention, privacy, security, availability, verification, and account requirements. NovakOS does not control provider changes and does not guarantee that every synchronization will be instantaneous, complete, uninterrupted, bidirectional, or accepted by the provider.

48B. CUSTOMER-DATA PROCESSING TERMS

To the extent NovakOS processes personal information in Customer Data on Customer’s behalf, Customer instructs NovakOS to process that information as reasonably necessary to provide, secure, support, maintain, troubleshoot, synchronize, back up, and administer the Services; comply with lawful instructions; prevent fraud and abuse; and satisfy obligations imposed on NovakOS by law.

Customer determines the business purposes for Customer-controlled Customer Data and is responsible for having lawful authority for those purposes. NovakOS will not acquire ownership of Customer Data through this processing.

NovakOS may use personnel and subprocessors with a legitimate need to process Customer Data. NovakOS will take reasonable steps appropriate to its role to require confidentiality and data-protection safeguards from personnel and subprocessors that materially process Customer personal information.

Subject to the Services, applicable law, security, and proportionality, NovakOS will reasonably assist Customer with access, correction, deletion, security-incident, or regulatory obligations relating to Customer Data where the relevant information is within NovakOS’s control. Customer remains responsible for determining the legally required response, identity verification, exceptions, redactions, deadlines, and communications to the requester or regulator.

Upon account deletion or termination, Customer Data is handled according to the Privacy Policy, ordinary deletion/recovery processes, backup rotation, legal holds, suppression requirements, provider-side retention, and statutory retention obligations.

48C. SUBPROCESSORS, DATA LOCATION, AND CROSS-BORDER PROCESSING

Customer authorizes NovakOS to use Third-Party Services and subprocessors reasonably necessary to operate the selected Services. Current categories and material providers are described in the Privacy Policy and may change as the product evolves.

Some providers may process information outside Customer’s province or outside Canada. Customer acknowledges that cross-border processing can subject information to lawful access under the laws of another jurisdiction.

Where applicable law requires Customer to conduct a privacy impact assessment, transfer assessment, consultation, contractual review, or other analysis before Customer uses a cross-border or outsourced service, Customer remains responsible for its own assessment as the organization determining Customer’s processing purposes. NovakOS will provide reasonably available information about material service providers and safeguards upon reasonable request where appropriate.

Nothing in these Terms represents that disclosure of a provider or location by itself satisfies a statutory privacy-impact-assessment requirement.

1. 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.

1. OFFLINE FUNCTIONALITY AND LOCAL DEVICE DATA

NovakOS may temporarily store a working copy of selected Customer Data and unsynchronized changes locally on a device or browser to support offline or intermittent-connectivity work. The offline window and available records can vary by feature, platform, storage limits, permissions, and current application design.

Unsynchronized work can be lost, duplicated, conflicted, or delayed if the device or browser is reset, lost, destroyed, cleared, damaged, signed out, restored from an old backup, or used concurrently in ways the conflict controls cannot fully reconcile.

Customer should synchronize important work promptly and maintain independent records required for statutory, payroll, tax, safety, or business-continuity purposes. NovakOS may clear local user-scoped data during sign-out or security actions to reduce unauthorized access risk.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

60A. PRIVACY-REQUEST AND EXPORT TOOLS

NovakOS may provide in-product tools that help Customer locate, export, correct, annotate, or manage Customer Data relating to an individual. Unless an applicable screen expressly states otherwise, an automated or machine-readable export is a convenience tool and is not a representation that it contains every item of personal information, every disclosure record, every backup, every provider-side record, every derived record, or every item legally responsive to an access request.

Customer remains responsible for conducting any broader search, identity verification, legal review, third-party redaction, exception analysis, preservation, and response required by applicable law. NovakOS may refer a requester to Customer where Customer controls the information and may reasonably assist Customer within NovakOS’s role.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. AI, AUTOMATION, AND MODEL TRAINING

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

This restriction does not prevent ordinary software processing, rules, search, classification, calculations, fraud or security controls, reconciliation, synchronization, or use of appropriately aggregated or de-identified information to provide, secure, measure, troubleshoot, or improve the Services.

If NovakOS later introduces a feature that sends Customer Data to an external generative-AI provider or uses Customer Data for a materially new AI purpose, NovakOS will provide appropriate disclosure and obtain authorization or consent where required before enabling that materially different processing.

Automated indicators, calculations, routing, forecasting, or recommendations in NovakOS are not intended to replace legally required human judgment in employment, professional, tax, safety, credit, insurance, or other high-impact decisions.

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. CUSTOMER COMPLIANCE

Customer remains responsible for laws, regulations, contracts, professional standards, workplace obligations, and industry requirements applicable to Customer’s own business and use of NovakOS, including where applicable:

• privacy, surveillance, employee monitoring, data localization, and access-request law;
• employment standards, human rights, workplace policies, collective agreements, payroll, compensation, incentives, and record retention;
• tax, accounting, invoicing, consumer protection, recurring billing, refunds, and payment authorization;
• CASL, telecommunications, telemarketing, recording, sender identification, consent, and unsubscribe requirements;
• trade licensing, permits, occupational requirements, safety, warranties, professional standards, and customer disclosures;
• intellectual property, confidentiality, privilege, photography, media, and property-access rights; and
• sanctions, export controls, and Third-Party Service terms.

NovakOS features, templates, settings, integrations, notices, calculations, records, or configuration defaults are not a guarantee that Customer is legally compliant. Customer is responsible for configuring and using the Services appropriately for its jurisdiction and circumstances.

1. CUSTOMER INDEMNIFICATION

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

• Customer’s goods, services, workmanship, warranties, representations, safety practices, prices, or refunds;
• Customer Data or media that Customer lacked authority to collect, use, disclose, upload, transmit, or retain;
• Customer’s unlawful employee surveillance, location tracking, performance monitoring, employment decision, incentive, reward, commission, wage, payroll, or human-rights practice;
• unlawful email, SMS, telemarketing, recording, marketing, spam, sender-identification, consent, or unsubscribe practices;
• unauthorized, deceptive, disputed, or unlawfully recurring Customer charges or use of saved payment methods;
• Customer’s tax, accounting, QuickBooks, payroll, remittance, filing, or reconciliation decisions;
• Customer’s infringement or misappropriation of intellectual property, privacy, publicity, confidentiality, privilege, or other third-party rights;
• Customer’s material breach of these Terms or applicable Third-Party Service terms; or
• unlawful or intentionally abusive conduct by Customer or its Authorized Users.

Customer is not responsible under this section to the extent a claim is finally determined to have resulted from NovakOS’s fraud, wilful misconduct, gross negligence, or another liability that applicable law prevents NovakOS from shifting to Customer.

NovakOS will provide reasonable notice of an indemnified third-party claim when practicable. Customer may control the defence with competent counsel, but may not settle a claim in a manner that admits wrongdoing by NovakOS, imposes non-monetary obligations on NovakOS, or fails to provide NovakOS a complete release without NovakOS’s written consent, not to be unreasonably withheld. NovakOS may participate with counsel at its own cost, except where Customer’s conflict or failure to defend reasonably requires separate counsel as part of the indemnified loss.

1. WARRANTY DISCLAIMER

To the maximum extent permitted by applicable law, the Services are provided “as is” and “as available.” NovakOS disclaims implied warranties, conditions, representations, and guarantees to the extent legally permissible.

Without limiting the foregoing, NovakOS does not warrant that:

• operation will always be uninterrupted, error-free, secure, or free of data loss;
• every defect, vulnerability, integration failure, sync conflict, or inaccurate record will be detected or corrected;
• third-party integrations, telephone numbers, APIs, app-store approvals, or provider permissions will remain available;
• every tax, payroll, overtime, inventory, accounting, route, location, sales, demand, reward, or other calculation or indicator is complete or correct for Customer’s circumstances;
• every email, SMS, notification, webhook, payment, refund, payout, sync, or background-location point will be delivered, settled, recorded, or timely;
• a digital signature satisfies specialized execution formalities;
• an export contains every record legally responsive to a privacy request; or
• use of the Services automatically satisfies Customer’s legal, tax, accounting, payroll, privacy, employment, safety, communications, consumer-protection, or professional obligations.

Nothing excludes a warranty, condition, representation, or statutory right that cannot lawfully be excluded.

1. EXCLUDED DAMAGES

To the maximum extent permitted by applicable law, NovakOS will not be liable for indirect, incidental, exemplary, punitive, special, or consequential damages, or for loss of anticipated profits, revenue, goodwill, business opportunity, business interruption, or indirect loss of data, even if advised that such loss was possible.

To the maximum extent permitted by law, NovakOS is not responsible for losses caused by Customer’s own professional, tax, accounting, payroll, employment, safety, inventory, communications, customer-service, or legal decisions, or by independent acts or omissions of a Third-Party Service outside NovakOS’s reasonable control.

This exclusion applies only to the extent enforceable under applicable law and does not override Section 79.

1. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, NovakOS’s aggregate monetary liability arising out of or relating to the Services or these Terms, under all theories of contract, tort (including negligence), statute, restitution, or otherwise, will not exceed the greater of:

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

If Customer has used NovakOS for fewer than twelve months, the period beginning with Customer’s first paid Subscription applies. Fees paid by End Customers to Customer for Customer’s own goods or services, payment-processor amounts, taxes collected for governments, and third-party provider fees are not Subscription fees for purposes of this cap.

The cap applies in the aggregate across related events and claims and is not multiplied by the number of users, claimants, records, transactions, devices, or legal theories.

The limitations in Sections 76–78 are a material part of the commercial allocation of risk and pricing. A Customer requiring a different liability allocation may contact NovakOS before subscribing to request separately negotiated enterprise terms; NovakOS is not required to agree to different terms.

This Section does not limit Customer’s obligation to pay properly incurred charges or Customer’s indemnification obligations. It also does not limit any NovakOS liability that Section 79 or applicable law makes non-excludable.

1. NON-EXCLUDABLE LIABILITY AND MANDATORY RIGHTS

Nothing in these Terms excludes, limits, releases, or transfers liability to the extent a court or applicable statute determines that the liability cannot lawfully be excluded, limited, released, or transferred.

Nothing is intended to exclude liability for NovakOS’s fraud or deliberate misconduct where such liability cannot lawfully be excluded, or to waive a mandatory statutory right that cannot legally be waived.

If a limitation or exclusion is unenforceable only to a particular extent, it will be enforced to the maximum lawful extent rather than invalidating the remainder of the risk allocation.

1. RISK ALLOCATION AND INSURANCE

Customer acknowledges that Subscription pricing reflects the allocation of risk in these Terms, including the warranty disclaimers, exclusions, and liability cap.

Customer is responsible for maintaining insurance appropriate to Customer’s operations and risk profile, which may include commercial general liability, professional or errors-and-omissions, cyber/privacy, crime/fraud, employment-practices, automobile, property, and industry-specific coverage.

NovakOS is not Customer’s insurer and Customer should not rely on the Subscription fee as a substitute for insurance against Customer’s business losses or liabilities.

1. 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.

1. 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.

1. 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.

1. QUÉBEC LANGUAGE AND CONTRACTING REQUIREMENTS

Québec law may require a French version of a pre-determined contract and related documents to be remitted to the adhering party before that party can expressly choose to be bound by another-language version.

NovakOS will not rely on an English-only clause or checkbox as a substitute for a French-first process where that process is mandatory. If Customer is located in Québec or the agreement is otherwise subject to a mandatory French-first contracting rule and NovakOS has not presented the required French version before acceptance, Customer must not complete the English-only acceptance flow and should contact support.

Where a valid statutory exception applies, or after the required French version has been remitted and Customer has expressly chosen another language as permitted by law, the applicable other-language version may be used in accordance with law.

No provision of these Terms waives a language right that cannot lawfully be waived. Nothing in this Section guarantees that an English-only production flow is sufficient for Québec; NovakOS must implement the legally required contracting workflow before relying on these Terms for in-scope Québec contracts.

1. 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.

1. 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.

1. EXPORT AND SANCTIONS

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

1. 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.

1. CHANGES TO THESE TERMS

NovakOS may prospectively update these Terms to reflect product, provider, security, legal, or commercial changes.

Each published version will identify a version and effective date. Material amendments that change Customer’s contractual rights or obligations may require renewed acceptance by an Authorized Representative, and NovakOS will retain available records of that acceptance. A mere Privacy Policy acknowledgement will not be treated as blanket consent to a use of personal information where applicable law requires separate consent.

Amendments do not retroactively extinguish claims that accrued before the amendment. Where applicable law requires a specific notice, French-language process, consent, or other formality for a change, NovakOS will not rely solely on continued use to avoid that requirement.

1. ORDER OF PRECEDENCE

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

1. negotiated signed master agreement or order form;
2. a signed or electronically accepted data-processing or security addendum applicable to the conflict;
3. these Terms; and
4. incorporated documentation or policies other than the Privacy Policy.

The Privacy Policy is primarily a transparency document and does not expand NovakOS’s contractual liability beyond these Terms merely because it describes a practice, except to the extent applicable privacy law independently requires that practice or a separate agreement expressly incorporates it as a contractual commitment.

1. 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.

1. INDEPENDENT CONTRACTORS

Customer and NovakOS are independent contracting parties.

Nothing in these Terms creates:

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

1. 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.

1. 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.

1. 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.

1. 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.

1. 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.

1. ELECTRONIC AGREEMENT AND ACCEPTANCE EVIDENCE

Where permitted by applicable law, Customer agrees that an electronic acceptance performed through an appropriately designated NovakOS control may have the same effect as a written signature.

NovakOS may retain evidence showing the accepting user, Customer/company, document slug and version, immutable version identifier, acceptance or acknowledgement action, exact acceptance statement presented, timestamp, IP address, user agent, platform/app version, and correlation or audit identifiers.

NovakOS may reject or disregard a purported acceptance that was not made through the current authorized workflow, does not correspond to the version actually presented, was submitted by a person not targeted by the applicable acceptance policy, or otherwise appears invalid or fraudulent.

1. CUSTOMER ACKNOWLEDGEMENT AND AUTHORITY

By accepting these Terms, the Authorized Representative confirms and represents that:

1. the representative has had a reasonable opportunity to review these Terms before acceptance;
2. the representative has reached the age of majority and has legal capacity;
3. the representative has actual authority to bind the subscribing Customer to these Terms;
4. Customer understands that a paid Subscription automatically renews until cancelled;
5. Customer understands that applicable prices, seat charges, provider charges, platform fees, and taxes are those properly disclosed through the relevant purchase or transaction flow;
6. Customer understands that NovakOS is a technology provider and not Customer’s legal, tax, accounting, payroll, employment, safety, banking, or professional adviser;
7. Customer is responsible for the lawfulness of Customer Data, employee monitoring, communications, payments, rewards/incentives, and Customer’s underlying goods and services; and
8. Customer agrees to these Terms.

If the person using NovakOS is not authorized to bind Customer, that person must not click the company acceptance control. Such a user remains bound by use restrictions that lawfully apply directly to the user, but NovakOS will not rely solely on unauthorized employee use as proof that the business accepted a commercial obligation requiring an Authorized Representative.

1. CONTACT

Questions concerning these Terms or requests for legal notices may be directed to:

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

END OF TERMS AND CONDITIONS