Terms of Service

1. Agreement and Scope

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Nova AI Ventures ("Company", "we", "us", or "our"), a company registered in Poland.

By accessing or using our website at novaai.ventures or engaging our services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you must not use our website or services.

2. Our Services

Nova AI Ventures provides the following services:

Specific deliverables, timelines, pricing, and terms for each engagement will be detailed in a separate Statement of Work ("SOW") or service agreement that will reference these Terms.

3. Intellectual Property

3.1 Our Intellectual Property

All content on this website, including but not limited to text, graphics, logos, images, software, and code, is the property of Nova AI Ventures or its licensors and is protected by intellectual property laws. You may not reproduce, distribute, modify, or create derivative works without our prior written consent.

3.2 Pre-existing Materials

Each party retains all rights in their pre-existing intellectual property. We may use our proprietary tools, frameworks, methodologies, and code libraries ("Pre-existing Materials") in delivering services. You receive a non-exclusive license to use any Pre-existing Materials incorporated into your deliverables solely for your internal business purposes.

3.3 Work Product

Unless otherwise specified in a separate agreement, upon full payment:

• Custom code, designs, and documentation created specifically for you ("Work Product") shall be owned by you
• We retain the right to use general knowledge, skills, and experience gained during the engagement
• We may reference the engagement in case studies and marketing materials (without disclosing confidential information) unless you object in writing

4. Confidentiality

Both parties agree to maintain the confidentiality of all Confidential Information disclosed during the engagement. "Confidential Information" includes, but is not limited to:

• Business strategies, plans, and processes
• Technical information, including source code and algorithms
• Financial information and pricing
• Customer and supplier data
• Any information marked as confidential

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed without use of Confidential Information
• Is disclosed with the prior written consent of the disclosing party

This confidentiality obligation survives termination of any engagement for a period of three (3) years.

5. Data Protection

We process personal data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR). Our Privacy Policy explains how we collect, use, and protect personal data.

Where our services involve processing personal data on your behalf, we will enter into a Data Processing Agreement (DPA) that specifies:

• The nature and purpose of processing
• Categories of data subjects and personal data
• Technical and organizational security measures
• Obligations regarding sub-processors
• Procedures for data subject rights requests

6. Payment Terms

Payment terms for specific engagements will be detailed in the applicable SOW or service agreement. Unless otherwise agreed:

• Invoices are due within 14 days of issue
• All fees are exclusive of applicable taxes (VAT)
• Late payments may incur interest at the rate of 1.5% per month or the maximum permitted by law, whichever is lower
• We reserve the right to suspend services if payments are overdue by more than 30 days

7. Warranties and Disclaimers

7.1 Our Warranties

We warrant that:

• Our services will be performed with reasonable skill and care
• We have the right to provide the services and grant the licenses described herein
• Deliverables will substantially conform to any agreed specifications for 30 days after delivery

7.2 Disclaimers

Except as expressly set forth in these Terms:

7.3 AI-Specific Disclaimers

AI systems may produce unexpected or inaccurate results. While we apply industry best practices, we cannot guarantee that AI solutions will achieve specific business outcomes, accuracy levels, or performance metrics unless explicitly warranted in a separate agreement. You are responsible for validating AI outputs before making business decisions based on them.

8. Limitation of Liability

These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if we have been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so the above limitations may not apply to you to the extent prohibited by law.

9. Indemnification

You agree to indemnify, defend, and hold harmless Nova AI Ventures, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your violation of these Terms
• Your misuse of our services
• Your violation of any rights of a third party, including intellectual property rights
• Your provision of data that infringes third-party rights or violates applicable laws

10. Term and Termination

These Terms apply from when you first access our website or services and continue until terminated.

Either party may terminate a specific engagement:

• As provided in the applicable SOW or service agreement
• Upon material breach by the other party that remains uncured for 30 days after written notice
• If the other party becomes insolvent, files for bankruptcy, or ceases business operations

Upon termination, you must pay all fees due for services performed. Sections regarding intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Poland, without regard to its conflict of law provisions.

Any dispute arising from these Terms or our services shall be resolved as follows:

1. Negotiation: The parties shall first attempt to resolve disputes through good-faith negotiation
2. Mediation: If negotiation fails, either party may request mediation administered by a mutually agreed mediator
3. Litigation: If mediation fails, disputes shall be resolved exclusively by the courts of Warsaw, Poland

12. General Provisions

12.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable SOW or service agreement, constitute the entire agreement between you and Nova AI Ventures and supersede all prior agreements, representations, and understandings.

12.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

12.3 No Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

12.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

12.5 Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or failure of third-party services.

13. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website with a new "Last updated" date. For existing clients with active engagements, we will provide 30 days' notice of significant changes. Your continued use of our services after such modifications constitutes acceptance of the updated Terms.

14. Contact Us

If you have any questions about these Terms of Service, please contact us: