Terms of Service

By creating an account, accessing our platform, using any of our Services, or clicking "I Accept" or a similar acknowledgment, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Acceptable Use Policy (set forth in Section 4 below), and all other policies, guidelines, and documentation incorporated herein by reference (collectively, the "Agreement").

If you do not agree to any part of this Agreement, you must not access or use our Services. We reserve the right to refuse service, terminate accounts, or cancel orders at our sole discretion, including, without limitation, if we believe that your use violates these Terms or applicable law.

These Terms constitute a legally binding agreement between you and Novastraxis. You must be at least 18 years old and have the legal capacity to enter into this Agreement. If you are accessing the Services on behalf of your employer or another entity, you represent and warrant that you are authorized to accept these Terms on that entity's behalf, and that the entity agrees to be responsible to us if you or the entity violates these Terms.

Novastraxis provides a suite of enterprise-grade cloud infrastructure and security services (the "Services"), which may include, without limitation:

• Core Infrastructure Platform: Distributed compute, storage, and networking services including virtual machines, container orchestration, object storage, block storage, managed databases, and content delivery networks operating across 48 global regions.
• Zero-Trust Security Fabric: Identity and access management, micro-segmentation, threat detection and response, vulnerability management, security information and event management (SIEM), and data loss prevention services.
• Data Mesh Engine: Federated data governance, data cataloging, data lineage tracking, compliance automation, and cross-domain data sharing with privacy-preserving controls.
• APIs and Developer Tools: RESTful and GraphQL APIs, SDKs, CLI tools, Terraform providers, and integration libraries for programmatic access to all platform capabilities.
• Professional Services: Architecture reviews, migration assistance, custom integrations, training, and ongoing technical advisory services provided by our solutions engineering team.

The specific Services available to you will depend on the subscription tier, license type, and any separately executed order forms or statements of work. Novastraxis reserves the right to modify, update, or discontinue any Service or feature with reasonable advance notice, provided that we will not materially reduce the core functionality of Services during an active subscription term without your consent.

To access most features of our Services, you must register for an account. When creating your account, you agree to:

• Provide accurate, current, and complete information as prompted by the registration process and maintain and promptly update such information to keep it accurate, current, and complete.
• Maintain the confidentiality of your account credentials, including your password, API keys, access tokens, and any other authentication mechanisms.
• Enable multi-factor authentication (MFA) for all administrative accounts as required by our Security Best Practices Guide.
• Accept responsibility for all activities that occur under your account, whether or not you authorized such activities. You must immediately notify Novastraxis at security@novastraxis.com of any unauthorized use of your account or any other breach of security.
• Not share your account credentials with any third party or allow any third party to access your account unless expressly authorized through our platform's role-based access control (RBAC) system or designated team management features.

Novastraxis reserves the right to suspend or terminate your account if any information provided during or after registration is found to be inaccurate, incomplete, or fraudulent, or if we have reasonable grounds to suspect that your account has been compromised.

You agree to use the Services only for lawful purposes and in compliance with all applicable local, state, national, and international laws and regulations. You shall not, and shall not permit any third party to:

• Use the Services to store, transmit, or process any content that is unlawful, defamatory, harassing, abusive, threatening, obscene, or otherwise objectionable, or that infringes the intellectual property or other proprietary rights of any person or entity.
• Use the Services for cryptocurrency mining, distributed denial-of-service (DDoS) attacks, spamming, phishing, botnets, or any other activity that interferes with or disrupts the integrity, performance, or availability of the Services or any third-party systems.
• Attempt to gain unauthorized access to any part of the Services, other accounts, computer systems, or networks connected to the Services through hacking, password mining, social engineering, or any other means.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or proprietary methods of the Services, except to the extent expressly permitted by applicable law.
• Resell, sublicense, lease, or otherwise redistribute access to the Services to third parties without Novastraxis's prior written consent, unless authorized under a valid partner or reseller agreement.
• Exceed the usage quotas, rate limits, or resource allocations specified in your subscription plan or order form without prior authorization, or attempt to circumvent any technical limitations or usage controls.
• Remove, alter, or obscure any proprietary notices, trademarks, or branding from the Services or any materials provided in connection with the Services.
• Use the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the Services.

Novastraxis reserves the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, suspending or terminating the offending user's account, reporting such conduct to law enforcement authorities, and pursuing civil remedies for damages caused by the violation.

Novastraxis IP: The Services, including all software, algorithms, user interfaces, documentation, trade secrets, patents, trademarks, service marks, logos, and all other intellectual property rights therein, are and shall remain the exclusive property of Novastraxis and its licensors. Nothing in these Terms grants you any right, title, or interest in the Services except for the limited license to use the Services as described herein.

Customer Data:You retain all right, title, and interest in and to any data, content, or information that you submit, upload, transmit, or otherwise make available through the Services ("Customer Data"). You grant Novastraxis a limited, non-exclusive, royalty-free license to use, process, and store Customer Data solely as necessary to provide, maintain, and improve the Services in accordance with these Terms and our Privacy Policy. We will not access or use Customer Data for any other purpose without your explicit consent.

Feedback:If you provide us with any feedback, suggestions, ideas, or recommendations regarding the Services ("Feedback"), you hereby assign to Novastraxis all right, title, and interest in and to such Feedback. We are free to use, disclose, reproduce, license, or otherwise distribute and exploit Feedback without any obligation or compensation to you.

Open Source: Certain components of the Services may incorporate open-source software. Such open-source components are licensed to you under the terms of the applicable open-source licenses, which are made available within the documentation or upon request. In the event of a conflict between these Terms and an applicable open-source license, the open-source license shall govern solely with respect to the applicable open-source component.

Novastraxis commits to the following service level targets for eligible Services during each calendar month of your subscription term:

"Uptime" is calculated as the total number of minutes in a calendar month minus the number of minutes of Downtime, divided by the total number of minutes in that calendar month. "Downtime" means any period during which the applicable Services are unavailable, as measured by our monitoring systems, excluding scheduled maintenance windows (communicated at least 72 hours in advance), force majeure events (as defined in Section 13), Customer-caused outages, and outages resulting from Customer's failure to adhere to platform guidelines.

To request service credits, you must submit a written claim to legal@novastraxis.com within thirty (30) days of the incident, including the affected Services, dates and times of the outage, and a description of the impact. Service credits will be applied as a credit against future invoices and shall not exceed the total monthly fees for the affected Services. Service credits are your sole and exclusive remedy for any failure to meet the SLA.

Fees for the Services are set forth in your applicable order form, pricing schedule, or subscription agreement. Unless otherwise specified:

• All fees are quoted and payable in United States Dollars (USD) unless otherwise agreed in writing. Enterprise customers may arrange payment in alternative currencies with their account representative.
• Invoices are issued monthly in arrears for usage-based Services and annually in advance for subscription-based Services. Payment is due within thirty (30) days of the invoice date (net-30), unless different terms are specified in your order form.
• Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the date payment was due until the date of actual payment. Novastraxis reserves the right to suspend access to the Services for any account with overdue payments exceeding sixty (60) days.
• All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments, including sales, use, value-added, goods and services, withholding, or similar taxes (collectively, "Taxes"). You are responsible for all applicable Taxes, except for taxes based on Novastraxis's net income.
• Novastraxis may increase fees for renewal terms by providing at least ninety (90) days' prior written notice before the start of the applicable renewal term. If you do not agree to the price increase, you may terminate the affected Services at the end of the then-current term by providing written notice within thirty (30) days of receiving the price increase notification.

Except as expressly set forth in these Terms or an applicable order form, all fees paid are non-refundable and all commitments are non-cancellable. In the event of early termination by Customer for convenience, Customer shall remain liable for all fees through the end of the committed subscription term.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOVASTRAXIS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF NOVASTRAXIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH:

• Your access to, use of, or inability to access or use the Services;
• Any conduct or content of any third party on the Services;
• Any unauthorized access, use, or alteration of your data or transmissions;
• Any interruption, suspension, or termination of the Services;
• Any bugs, viruses, or other harmful code that may be transmitted through the Services by any third party.

NOVASTRAXIS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO NOVASTRAXIS FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED THOUSAND DOLLARS ($100,000 USD).

THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Customer Indemnification:You agree to indemnify, defend, and hold harmless Novastraxis, its affiliates, and their respective officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your use of the Services in violation of these Terms or applicable law; (b) Customer Data or any content you submit, post, or transmit through the Services; (c) your violation of the rights of any third party, including intellectual property rights; or (d) any misrepresentation made by you.

Novastraxis Indemnification: Novastraxis will indemnify, defend, and hold harmless Customer from and against any third-party claims that the Services, as provided by Novastraxis and used in accordance with these Terms, infringe any United States patent, copyright, or trade secret of such third party. This indemnification obligation shall not apply to the extent that the claim arises from: (a) modifications made by Customer; (b) combination of the Services with products, services, or technologies not provided by Novastraxis; (c) use of the Services in a manner not authorized by these Terms or the documentation; or (d) Customer Data.

Termination for Convenience: Either party may terminate the Agreement at the end of the then-current subscription term by providing written notice at least thirty (30) days prior to the end of such term. Unless terminated, subscription-based Services will automatically renew for successive periods equal in length to the initial subscription term.

Termination for Cause: Either party may terminate the Agreement immediately upon written notice if the other party: (a) materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; (b) becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or (c) ceases to operate in the ordinary course of business.

Effect of Termination: Upon termination or expiration of the Agreement: (a) all rights and licenses granted to you under these Terms will immediately cease; (b) you must promptly cease all use of the Services and destroy all copies of any Novastraxis documentation or materials in your possession; (c) each party will return or destroy all Confidential Information of the other party in its possession.

Data Export: Following termination or expiration, Novastraxis will make Customer Data available for export for a period of sixty (60) days. After this 60-day period, we will delete all Customer Data from our active systems in accordance with our standard deletion procedures. Deletion from backup systems may take up to an additional ninety (90) days. Sections that by their nature should survive termination shall survive, including without limitation Sections 5, 8, 9, 11, and 12.

These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms. To the extent that any lawsuit or court proceeding is permitted under these Terms, you and Novastraxis consent to the exclusive personal jurisdiction and venue of the state and federal courts located in San Francisco County, California, for the purpose of litigating any such dispute.

Informal Resolution:Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms (each, a "Dispute") through good-faith negotiation. The party raising the Dispute shall provide written notice to the other party describing the nature of the Dispute and the relief sought. The parties shall use reasonable efforts to resolve the Dispute within thirty (30) days of such notice.

Binding Arbitration:If a Dispute cannot be resolved through informal negotiation, it shall be finally resolved by binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in San Francisco, California, under the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by one (1) arbitrator mutually selected by the parties (or, if the parties cannot agree, appointed by JAMS). The arbitrator shall have the authority to grant any relief that would be available in a court of competent jurisdiction. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND NOVASTRAXIS EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY DISPUTE. YOU AND NOVASTRAXIS AGREE THAT ANY DISPUTE SHALL BE RESOLVED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

Exceptions:Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights, confidentiality obligations, or other proprietary rights. Additionally, Disputes involving amounts less than $75,000 USD may be brought in small claims court if the claims qualify.

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay results from circumstances beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, labor disputes, power or telecommunications failures, internet service provider failures, governmental orders, sanctions, or any other event beyond the reasonable control of the affected party (each, a "Force Majeure Event"). The affected party shall promptly notify the other party in writing of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected order form or statement of work upon written notice to the other party.

Novastraxis reserves the right to modify these Terms at any time. We will provide at least thirty (30) days' prior written notice of any material changes by posting the updated Terms on our website and, for enterprise customers, by sending an email notification to the designated account administrator.

Material changes will not apply retroactively and will become effective thirty (30) days after being posted. Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, your sole remedy is to terminate your use of the Services in accordance with Section 10. For enterprise customers with a separately executed MSA, modifications to these Terms shall not supersede the terms of the MSA without mutual written agreement.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, which shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the original provision to the greatest extent possible. If modification is not possible, the provision shall be deemed severed from these Terms, and the remaining provisions shall continue in full force and effect as if these Terms had been executed without the invalid provision.

These Terms, together with the Privacy Policy, any applicable order forms, statements of work, Data Processing Agreements, and all other documents incorporated herein by reference, constitute the entire agreement between you and Novastraxis with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.

No amendment to or modification of these Terms shall be effective unless in writing and signed by an authorized representative of Novastraxis. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. Any waiver shall be limited to the specific instance and shall not constitute a continuing waiver.