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Fair Use Policy

Preamble

The following document represents the Fair Use Policy of Nova AI Software, Inc (“Nova”).

The respective user of Nova’s services (“User”) must at all times comply with this Fair Use Policy of Nova (“Fair Use Policy”) when using the services provided by Nova (“Services”) under an agreement concluded between the User and Nova (“Agreement”).

All terms written with a capital letter at the beginning shall have the meaning as set out in the Agreement, to the extent not differently defined within this Fair Use Policy.

1. User Warranties

User warrants to comply with the following provisions for the use of the Application and/or the Services:

  1. User warrants that only Authorised Users access and use the Application and/or the Services, and that each Authorised User complies with this Agreement.
  2. User shall not permit any Authorised User credentials or access details to be shared with or used by any person other than the designated Authorised User to whom they were issued.
  3. User shall promptly notify Nova of any actual or suspected unauthorised access to or use of the Application and/or the Services.
  4. The number of Authorised Users may be increased during the Term subject to Nova’s prior written consent and payment of any additional Remuneration as set out in the applicable Individual Contract.

2. Prohibited Use

Except as expressly permitted under the Agreement, User shall not and shall procure that its Authorized Users shall not:

  1. copy, modify, adapt, translate, or create derivative works based on the Application and/or the Services or any part thereof;
  2. reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying algorithms of the Application and/or the Services except as set out in Section of the German Act on Copyright and Related Rights (Urhebergesetz – UrhG);
  3. rent, lease, lend, sell, resell, sublicence, assign, or otherwise transfer or make available the Application and/or Services or any access thereto to any Third Party;
  4. use the Application and/or the Services to develop, directly or indirectly, a product or service that competes with the Application and/or the Services;
  5. use the Application and/or Services to process data on behalf of Third Parties as a service bureau or in any outsourcing arrangement, without Nova’s prior written consent;
  6. remove, obscure, or alter any proprietary notices, labels, or marks on or within the Application and/or the Services;
  7. use the Application and/or the Services in any manner that violates applicable laws or regulations, including data protection legislation; or
  8. use the Application and/or the Services in any way that exceeds the usage parameters, volume limits, or other constraints specified in an Individual Contract or Documentation.

3. User Responsibilities, Liabilities Disclaimer and Indemnity

  1. Customer licences. Customer is responsible for procuring and maintaining the licences, subscriptions and authorisations for Third-Party software that Customer independently requires for its own business operations, irrespective of the Application (including its own SAP Named User Licences and Jira licences).
  2. Supplier responsibility for its product. Supplier is responsible for ensuring that the Application and Services, when used as documented, do not of themselves create additional Third-Party licensing obligations for Customer (including SAP indirect/digital access). Supplier will inform Customer in advance of any Third-Party licences known to be required as a result of the design or normal operation of the Application.
  3. Liability.Neither party excludes liability for intent or gross negligence, or for injury to life, body or health. Subject to that, Supplier is not liable for additional Third-Party licence fees or penalties to the extent they result from Customer’s use of Third-Party software beyond the scope documented by Supplier or from Customer’s failure to maintain licences it independently requires under 5.1. Supplier remains liable for such fees or penalties to the extent they are caused by the Application or Services as provided.
  4. Mutual indemnity/cooperation.Each party will indemnify the other against third-party claims for Third-Party licence fees or penalties to the extent caused by that party’s area of responsibility under 5.1 and 5.2. The party receiving such a claim will promptly notify the other, and the parties will cooperate in its defence.

4. Blocking of Access

Nova is entitled to block User’s, and/or companies of the User’s group access to the Application and/or the Services if there are

  1. indications that User’s, and/or companies of the User’s group login data have been or will be misused or that the login data have been or will be given to an unauthorized Third Party or that login data are being used by more than the agreed number of persons; and/or
  2. indications that Third Parties have otherwise gained access to the Application and/or the Services provided; and/or
  3. if Nova is legally, judicially or officially obligated to block the access of User’s, and/or companies of the User’s group to the Application and/or the Services.