Terms of Service

By accessing or using the website at https://novexasoftware.com(the “Website”) or by engaging us to provide professional services, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, you must not use the Website or engage our services.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization and that the organization agrees to these Terms.

• “Novexa”, “we”, “us”, or “our” means OtoCo Base WY LLC - Novexa Software - Series 199, a Limited Liability Company organized under the laws of Wyoming.
• “Client”, “you”, or “your” means the individual or entity that accesses the Website or engages us for Services.
• “Services” means the consulting, advisory, development, architecture, and related professional services described in an Engagement Document.
• “Engagement Document” means any engagement letter, statement of work, master services agreement, order form, or similar instrument executed between Novexa and Client describing Services.
• “Deliverables” means the specific work product created by Novexa for Client under an Engagement Document.
• “Confidential Information” has the meaning given in Section 8.

The Website is provided for general informational purposes. Nothing on the Website constitutes legal, financial, tax, or professional advice, and no consulting engagement is created solely by your use of the Website.

Acceptable use

You agree not to:

• use the Website in any way that violates applicable law or regulation;
• copy, reproduce, or exploit any part of the Website for commercial purposes without our prior written consent;
• attempt to gain unauthorized access to the Website, the systems on which it is hosted, or any associated networks;
• probe, scan, or test the vulnerability of the Website or circumvent any security feature;
• transmit any virus, worm, or other malicious code, or any unsolicited advertising;
• use the Website to harass, abuse, or harm any person or entity; or
• use any automated means, including bots or scrapers, to access the Website other than legitimate search-engine indexing.

The Website does not currently require the creation of a user account. Where we provide shared workspaces, portals, or repositories in connection with an engagement, you are responsible for maintaining the confidentiality of any access credentials and for all activities that occur under those credentials. You must notify us promptly of any unauthorized use.

We provide Services only pursuant to a signed Engagement Document. These Terms are incorporated into every Engagement Document unless expressly superseded by that document. In the event of a conflict, the Engagement Document controls.

Scope and changes

Each Engagement Document describes the scope, deliverables, timeline, and fees. Changes to scope must be agreed in writing, including by email from an authorized representative, and may result in adjustments to fees and timelines.

Cooperation

You agree to provide timely and accurate information and access (including to systems and personnel) reasonably necessary for us to perform the Services. Delays, omissions, or inaccuracies in information you provide may affect our schedule or findings, and we are not liable for outcomes to the extent caused by such delays or inaccuracies.

Personnel

We assign the personnel we determine to be appropriate for each engagement. We may substitute personnel from time to time provided that the replacement has substantially comparable experience. We may engage subcontractors who are bound by written confidentiality obligations no less protective than those in these Terms.

Non-exclusivity

Unless an Engagement Document expressly provides otherwise, we are not restricted from providing services to any other person or entity, including others in your industry, subject to our confidentiality obligations.

Fees and expenses are set out in the applicable Engagement Document. Unless otherwise stated:

• invoices are issued monthly in arrears and are payable within thirty (30) days of the invoice date;
• fees are quoted exclusive of all taxes, duties, and similar charges, which are your responsibility except for taxes on our net income;
• pre-approved expenses (such as travel) are reimbursed at cost with reasonable substantiation;
• amounts not paid when due bear interest at the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by law; and
• we may suspend Services if invoices are more than thirty (30) days overdue, after providing written notice and a reasonable opportunity to cure.

For U.S. tax residents, you agree to provide a properly completed Form W-9 prior to the first invoice. For non-U.S. clients, we will provide appropriate tax documentation upon request.

Pre-existing materials

Each party retains all right, title, and interest in and to the materials, methodologies, software, tools, templates, and know-how existing prior to the engagement or developed independently of the engagement (collectively, “Pre-Existing Materials”).

Deliverables

Subject to payment in full of applicable fees, we assign to you all right, title, and interest in and to the Deliverables specifically created for you under an Engagement Document, excluding any of our Pre-Existing Materials embedded therein. With respect to such Pre-Existing Materials, we grant you a perpetual, non-exclusive, worldwide, royalty-free license to use them solely as part of the Deliverables.

Residual knowledge

Nothing in these Terms prevents us from using general skills, experience, concepts, techniques, and know-how retained in the unaided memory of our personnel in the course of providing services to other clients, provided that we do not disclose your Confidential Information.

Third-party and open-source components

Deliverables may include or depend on third-party or open-source components that are licensed to you under their own terms. We will use commercially reasonable efforts to identify such components in documentation or source files.

“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) in connection with an engagement, whether oral, written, or electronic, that a reasonable person would treat as confidential, including business plans, source code, architecture, customer and employee data, pricing, and the existence and terms of any Engagement Document.

The Recipient will (i) use the Confidential Information solely to perform its obligations under the engagement, (ii) protect it with the same degree of care it uses for its own confidential information (and in no event less than reasonable care), and (iii) not disclose it to any third party except to personnel, subcontractors, and advisors who have a need to know and are bound by obligations no less protective than these.

Confidential Information does not include information that (a) is or becomes public through no breach by the Recipient, (b) was known to the Recipient without restriction before disclosure, (c) is independently developed without reference to the Confidential Information, or (d) is lawfully received from a third party without a duty of confidentiality.

The Recipient may disclose Confidential Information if required by law, court order, or regulation, provided that (where legally permitted) it gives the Discloser prompt notice and cooperates in seeking a protective order.

Confidentiality obligations survive termination for a period of five (5) years, and indefinitely for trade secrets and personal data.

We warrant that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Your exclusive remedy, and our sole obligation, for a breach of this warranty is, at our option, re-performance of the non-conforming Services or a pro-rata refund of the fees paid for such non-conforming Services, provided that you notify us in writing within thirty (30) days of the non-conforming Services.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR (A) A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS, (B) INDEMNIFICATION OBLIGATIONS, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) CLIENT’S PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE WEBSITE, THESE TERMS, OR ANY ENGAGEMENT DOCUMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO NOVEXA UNDER THE APPLICABLE ENGAGEMENT DOCUMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In those jurisdictions, our liability is limited to the greatest extent permitted by law.

You agree to defend, indemnify, and hold harmless Novexa and its members, managers, employees, and contractors from and against any third-party claim, damage, liability, and expense (including reasonable attorneys’ fees) arising out of or relating to (a) your breach of these Terms or an Engagement Document, (b) your use of any Deliverable outside its intended scope, (c) data, content, or materials you provide to us, or (d) your violation of applicable law. We will provide you with prompt notice of any claim, reasonable cooperation in its defense, and the right to control the defense and settlement, provided that no settlement imposes a material obligation on Novexa without its consent.

These Terms remain in effect so long as you use the Website or we have Services in progress for you. Each Engagement Document has its own term, as stated therein.

Either party may terminate an Engagement Document (i) for material breach that remains uncured thirty (30) days after written notice, or (ii) for convenience with the notice period specified in the Engagement Document. On termination, you will pay for all Services performed and expenses incurred through the effective date of termination. Sections intended to survive (including Sections 7 through 11 and 15) survive termination.

You represent that neither you nor any party benefiting from the Services is (a) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine), or (b) a person or entity designated on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce’s Entity List, or any comparable list maintained by the European Union or the United Kingdom.

Each party will comply with all applicable anti-corruption, anti-bribery, anti-money-laundering, and export control laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.

Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, epidemics, government action, failures of the internet or telecommunications, or failures of cloud service providers. The affected party will notify the other and use reasonable efforts to resume performance.

These Terms are governed by and construed under the laws of the State of Wyoming, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first

Before filing any claim, the parties will attempt to resolve the dispute in good faith through direct discussion between executives within thirty (30) days of written notice of the dispute.

Binding arbitration

Any dispute not resolved informally will be finally resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (or its Comprehensive Rules where the amount in controversy exceeds US$250,000). The seat of arbitration will be [CITY, STATE] in the United States. The arbitrator will apply the governing law set forth above. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver

Each party may bring claims only on its own behalf and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Equitable relief

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction for actual or threatened infringement, misappropriation, or breach of confidentiality or intellectual-property rights without first pursuing arbitration.

• Entire agreement. These Terms, together with the applicable Engagement Document and the Privacy Policy, constitute the entire agreement between the parties on the subject matter and supersede all prior understandings.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.
• No waiver. Failure to enforce any provision is not a waiver of future enforcement of that or any other provision.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates an employment, agency, partnership, or joint-venture relationship.
• Notices. Legal notices must be sent to legal@novexasoftware.com and by courier to our mailing address above.
• Updates to these Terms. We may update these Terms from time to time. We will post updates with a revised “Last updated” date. Material changes that affect your rights will be communicated with reasonable notice.

Questions about these Terms? Please contact us: