Terms & Conditions

Terms & Conditions

for Novdox Labs

Welcome to Novdox Labs (“Novdox”, “we”, “us”, “our”). These Terms & Conditions (“Terms”) govern your access to and use of our website novdox.com (the “Site”) and any related services, products, or features made available by us (collectively, the “Services”). By accessing or using the Site or Services, you agree to be bound by these Terms (and any changes we make). If you do not agree, you should not use the Site or Services.

1. Definitions

  • “User”, “you”, “your” refers to any individual or entity accessing or using the Site or Services.
  • “Content” means text, images, graphics, audio, video, code, documents, or any form of information provided via the Site or Services (whether by Novdox or by you).
  • “Client Services” means customized services (e.g. consulting, development, integration) offered by Novdox to clients under separate agreements.
  • “Third-Party Services” means services, tools, or content provided by third parties, which may be integrated with or linked to from our Site or Services.

2. Acceptance of Terms & Changes

  1. Agreement to Terms. By using the Site or Services, you agree to these Terms and our Privacy Policy (which is incorporated herein by reference).
  2. Modifications. We may revise, update, or change these Terms at any time. Revised Terms take effect when posted on the Site (with a new “Last updated” date). It is your responsibility to review them periodically. Continued use of the Site/Services after changes constitutes acceptance of the new Terms.
  3. Additional Terms. Some features or Services may be governed by additional or supplemental terms (e.g. of a client engagement). In case of conflict, the supplemental terms may govern that feature or service.

3. Eligibility & Account Registration

  1. Eligibility. You must be at least 18 years old (or the legal age in your jurisdiction) to use our Site/Services.
  2. Account Creation. To access certain features, you may need to register for an account, providing accurate, current, and complete information.
  3. Account Security. You are responsible for safeguarding your login credentials and account. You agree not to share access or let unauthorized persons use your account. Notify us immediately of any unauthorized use or breach.
  4. Termination of Account. We reserve the right to suspend or terminate your account or access, in our discretion, for violation of these Terms or other policies.

4. Use of Content & Services

  1. License to Use the Site. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Services for your personal or internal business purposes.

  2. Restrictions. You agree not to:

    • Use the Site for illegal, fraudulent, or unauthorized purposes.
    • Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code of our software or Services (except to the extent permitted by law).
    • Modify, adapt, translate, or create derivative works based on the Site or Services.
    • Interfere with or disrupt networks, servers, or the integrity of the Site.
    • Use any robot, spider, scraper, or automated means to access or monitor the Site.
    • Impersonate any person or entity, or misrepresent your affiliation.
    • Circumvent or disable any security or technological features of the Site or Services.

  3. User Content. If you upload or post content (e.g. feedback, comments, files) (“User Content”):

    • You retain all rights to your User Content.
    • You grant us a worldwide, non-exclusive, royalty-free, license to use, reproduce, distribute, display, and adapt your User Content as needed to provide the Services, promote the Site, or for internal business purposes.
    • Your User Content must not violate any law, infringe rights of others (e.g. copyright, trademark, privacy), or be obscene, defamatory, or harmful. We may remove User Content at our discretion.

  4. Third-Party Content & Links. Our Site or Services may include links or integrations to third-party websites, services, or content. We do not endorse or control such third-party content, and are not responsible for their practices. Your use of third-party services is at your own risk.

5. Client Engagements & Service Deliverables

  1. Separate Agreements. For any custom services (e.g. software development, consulting), the scope, pricing, deliverables, timelines, acceptance criteria, ownership of deliverables, and warranties shall be governed by a separate agreement (e.g. statement of work, master services agreement) between you and Novdox.
  2. Deliverables and Ownership. Unless otherwise agreed, upon full payment, you may receive ownership or license rights to the deliverables, subject to any agreed restrictions (e.g. preserve Novdox’s right to reuse general methodologies, libraries, or tools).
  3. Client Responsibilities. You agree to provide necessary input, access, cooperation, and approvals in a timely manner. Delays caused by you may shift timelines.
  4. Acceptance & Revisions. Any review, acceptance, or revision process shall be defined in the project agreement.
  5. Suspension or Termination of Work. We may suspend or terminate work if you breach payment or cooperation obligations; you may have to pay for work done to date.

6. Fees, Payment & Refunds

  1. Fees. Services rendered are subject to fees as set forth in the relevant agreement or on the Site. Unless otherwise stated, fees are in the currency agreed (e.g. USD, NGN).
  2. Payment Terms. Payment must be timely as per agreed schedule (e.g. upfront deposit, milestone payments). Late payments may incur interest or suspension of services.
  3. Taxes. You are responsible for all applicable taxes, duties, or levies associated with the services, except where prohibited by law.
  4. Refunds. Unless explicitly stated, service fees are non-refundable once work begins or resources committed. Any refund policies will be defined in the relevant agreement.

7. Confidentiality & Non-Disclosure

  1. Confidential Information. “Confidential Information” means all non-public, proprietary information disclosed by one party to the other, in any form, including technical data, business plans, client data, designs, etc.
  2. Obligations. Each party shall (a) protect the confidentiality of the other’s Confidential Information with reasonable care, (b) not disclose it to third parties (except agents on a need-to-know basis under confidentiality obligations), and (c) use it only for permitted purposes.
  3. Exceptions. Confidential Information does not include information that: (i) is or becomes public through no fault of the receiving party; (ii) was already known; (iii) is independently developed; or (iv) is required to be disclosed by law or court order (with notice to the disclosing party if allowed).

8. Warranties & Disclaimers

  1. No Implied Warranties. The Site, Services, and deliverables are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise (including merchantability, fitness for a particular purpose, non-infringement).
  2. Limited Warranty (if any). If agreed in the client project agreement, Novdox may warrant that a deliverable substantially conforms to the specifications for a limited period.
  3. No Guarantee. We do not guarantee uptime, error-free performance, or that the Site or Services will meet all your requirements.
  4. Limitations. We do not warrant that use of the Site or Services will be uninterrupted, secure, or error-free.

9. Limitation of Liability

  1. Cap on Liability. To the maximum extent permitted by law, Novdox’s aggregate liability under or in connection with these Terms or any service agreement shall not exceed the total fees you paid to us in the preceding 12 months (or a lower limit agreed in the service contract).
  2. Exclusion of Damages. Novdox shall not be liable for indirect, incidental, consequential, punitive, special, or exemplary damages (e.g. lost profits, lost data, business interruption), even if advised of the possibility of such damages.
  3. Basis of the Bargain. You acknowledge that the disclaimers and limitations are reasonable and form an essential basis of the bargain between you and Novdox.

10. Indemnification

You agree to defend, indemnify, and hold harmless Novdox (and its affiliates, officers, employees, agents) from and against any claim, demand, cause of action, fine, liability, loss, damages, or costs (including reasonable legal fees) arising from:

  • Your breach of these Terms or other agreements
  • Your violation of any law or rights of a third party (e.g. intellectual property, privacy)
  • Your misuse of the Site, Services, or third-party services
  • Your User Content or communications

11. Termination & Suspension

  1. Termination by Novdox. We may suspend or terminate your access (or parts thereof) at any time for breach, inactivity, or for any reason, with or without notice.
  2. Effect. Upon termination, your right to use the Site/Services ceases. Any outstanding fees, obligations, or indemnities survive.
  3. Data & Content. We may delete or retain your data or Content, in accordance with our Privacy Policy or data retention policies.

12. Intellectual Property & Ownership

  1. Novdox IP. All intellectual property rights (copyrights, trademarks, domain names, trade secrets, software, graphics, etc.) in the Site, Services, and system belong to Novdox or its licensors, unless expressly transferred in a contract.
  2. User IP. You retain rights to your User Content, subject to the license granted to Novdox above.
  3. Feedback. If you provide suggestions, improvements, or feedback, you grant Novdox an irrevocable, royalty-free right to use them for any purpose.

13. Privacy & Data Protection

Your use of the Site/Services is also governed by our Privacy Policy, which describes how we collect, use, store, and share personal data. You agree to that processing.
You are responsible for ensuring compliance with applicable data protection laws, especially if you upload or process personal data of third parties.

14. International Use & Export Controls

  1. Jurisdiction. You agree to comply with all local laws regarding online conduct, data export, and use of the internet.
  2. Export Controls. You may not use the Site, Services, or deliverables in violation of export control laws or sanctions regimes or supply to prohibited users or destinations.

15. Governing Law, Dispute Resolution & Miscellaneous

  1. Governing Law. These Terms and any disputes arising hereunder shall be governed by the laws of [Insert jurisdiction — e.g. Nigeria; or state in which Novdox is legally domiciled], without regard to conflicts of law rules.
  2. Dispute Resolution. Disputes may first be attempted to be resolved by negotiation in good faith. If unresolved, you and Novdox submit to the exclusive jurisdiction of the courts in [city, jurisdiction], or agree to arbitration/mediation if specified.
  3. Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  4. Waiver. No waiver of any right or breach will be effective unless in writing.
  5. Entire Agreement. These Terms (together with any applicable service or supplemental agreements) constitute the entire agreement between you and Novdox regarding their subject matter.
  6. Assignment. You may not assign your rights or obligations under these Terms without Novdox’s prior written consent; Novdox may assign freely.
  7. Notices. Notices may be sent via email or by posting on the Site; they will be effective when delivered or posted.