TERMS AND CONDITIONS

NOVACRM Terms of Use

Last Revised:

These NOVACRM Terms of Service, together with our Acceptable Use Policy (linked here: Privacy Policy), and any related Order, collectively constitute a binding agreement (referred to as the “Terms”) between MM NOVA TECH  LTD, doing business as novacrm.ca (“NOVACRM,” “we,” “us,” or “our”), and you or the legal entity you represent (“Customer,” “you,” or “your”), governing the provision of our Services.

Introduction

These Terms of Use govern your access to and use of NOVACRM online and mobile platforms where these terms are displayed. This document serves as a legal agreement between you and NOVACRM regarding the use of our services.

Collection and Use of Contact Information

1. Purpose of Collection

When you fill out our contact form, we collect your contact details to facilitate communication about our products and services.

2. Follow-Up Procedure

Our team will reach out to discuss various options, including payment methods, subscription plans, and the specific products you wish to purchase.

Acceptance of These Terms

1. Binding Agreement

By clicking “Sign Up,” “Get Started,” or by accessing or using our services, you acknowledge that you are entering into a legally binding agreement.

2. Non-Acceptance Clause

If you do not agree with these terms, please refrain from clicking “Sign Up,” “Get Started,” or using any of our services.

Acceptance of These Terms

1. Binding Agreement

By clicking “Sign Up,” “Get Started,” or by accessing or using our services, you acknowledge that you are entering into a legally binding agreement.

2. Non-Acceptance Clause

If you do not agree with these terms, please refrain from clicking “Sign Up,” “Get Started,” or using any of our services.

Amendments to Terms

1. Right to Modify

We maintain the right to change or update these Terms of Use at our discretion. This includes the ability to alter, suspend, or discontinue any aspect of our services, including features, databases, or content, at any time.

2. Change Notification

Should we make significant changes to these terms, we will notify you by posting an announcement on our site or through another suitable electronic communication method.

3. User Responsibility

It is your responsibility to review these Terms of Use regularly for any updates. Your ongoing use of our services after any changes indicates your acceptance of those modifications.

Account Security and Subscription Obligations

1. Access Credentials Management

To use the subscription service, NOVACRM will provide you with access credentials. You must enter these credentials on the site to access your account and subscription. You are responsible for:

  • Keeping your credentials confidential and not sharing them with others.
  • Ensuring the accuracy and legality of the information you submit.
  • Preventing unauthorised access and promptly notifying NOVACRM of any breaches.
  • Assisting NOVACRM in investigating unauthorised access.

NOVACRM is not liable for any loss resulting from your failure to protect your credentials. You are also responsible for obtaining internet access and the necessary equipment to use the site or subscription. If you provide false or incomplete information, NOVACRM may suspend or terminate your access.

2. Subscription Agreement

Upon payment of the applicable fees, NOVACRM will provide access to the subscription during the subscription term, as defined in the agreement. You will receive a non-exclusive, non-transferable licence to use the subscription and accompanying documentation. You may also download and install NOVACRM mobile app on your devices. Access is limited to the number of users specified in the agreement.

Permitted and Prohibited Uses

1. Acceptable Use Policy

When using the site or subscription, you agree not to:

  • Collect information using automated tools or on a mass basis.
  • Use automated means to access the site or subscription.
  • Attempt to access areas not intended for you.
  • Overburden or disrupt the site or NOVACRM systems.
  • Restrict other users from accessing the site.
  • Modify or delete proprietary notices.
  • Use the site for unlawful purposes.
2. Mobile Application Restrictions

If you download the mobile app, you agree not to:

  • Copy or distribute the app beyond installation on your devices.
  • Modify or create derivative works of the app.
  • Reverse engineer or attempt to access the source code.
  • Share the app with third parties.
  • Circumvent security features.

Service Continuity and Updates

1. Service Availability

NOVACRM will strive to make the subscription available 24/7, except during planned downtime or events beyond NOVACRM control, such as natural disasters or cyber attacks. Subscription use may also be subject to limitations like storage space or API call limits.

2. Additional Offerings and Updates

NOVACRM may offer additional services, such as integration or customization, under separate terms. NOVACRM may also provide updates, including bug fixes and new features. You agree to install updates promptly, as failure to do so may affect functionality. NOVACRM may change, suspend, or discontinue the site or subscription at any time without liability.

Data Protection and User Responsibilities

1. Data Security Measures

At NOVACRM, we prioritise the protection of your data. We implement comprehensive administrative, physical, and technical measures designed to keep your data—referred to as “Your Data”—secure, confidential, and intact. These measures are in place to prevent unauthorised access, use, or disclosure, ensuring that your information remains safe with us.

2. Data Ownership and Licensing

You retain full ownership and control over Your Data, including any intellectual property rights. NOVACRM does not claim any ownership rights over Your Data. However, to provide you with our subscription services effectively, you grant NOVACRM a global, non-exclusive, royalty-free licence to use Your Data. This licence allows us to host, store, transfer, publicly display, and modify Your Data as necessary for display purposes and to create derivative works as needed to deliver our services. Additionally, we may use aggregated, non-specific data derived from Your Data to develop business metrics, improve our services, and enhance our products. This aggregated data becomes the property of NOVACRM.

You assure NOVACRM that:

  • You have obtained all necessary permissions, notifications, and legal authority to allow us to process and use Your Data as described in these terms.
  • Your use of our site and subscription complies with all applicable laws and does not infringe on the rights of any third parties, including intellectual property, privacy, contractual, or publicity rights.
  • You will not use our services for illegal activities or in ways that disrupt other users or NOVACRM operations.
  • You will secure and maintain the appropriate licences for any NOVACRM Feed from MLS as needed for the subscription.
  • You comply with all rules, regulations, and policies relevant to your business and use of the subscription, including those set forth by applicable MLS and professional associations.

NOVACRM reserves the right to suspend or modify the subscription if:

  • There is significant doubt about your rights to use any portion of Your Data.
  • Your Data is found to be offensive, illegal, or harmful to NOVACRM reputation.
  • You breach the mentioned terms of service.
  • Your Data could hinder NOVACRM ability to provide services to other customers.

You agree to indemnify and hold NOVACRM harmless from any losses, costs, liabilities, and expenses, including attorneys’ fees and court costs, arising from your failure to comply with these obligations.

3. Data Retrieval Post-Subscription

If you request within 30 days after your subscription ends and have settled all outstanding fees, NOVACRM can assist you in retrieving Your Data that is exportable. The costs for this service may vary depending on the product, volume, and type of data. You may also request periodic backups of Your Data during the subscription term, no more than quarterly. After the 30-day period, NOVACRM may delete Your Data and is not obligated to maintain or provide it.

4. NOVACRM – MLS Setup Assistance

If specified in your agreement, NOVACRM will assist in setting up your NOVACRM connection, which facilitates data transfer between the applicable MLS and the subscription. Depending on the MLS, you may need to sign a vendor agreement or provide your login credentials. You are responsible for any fees related to IDX setup or access, including those billed to NOVACRM on your behalf. Compliance with all MLS terms is required, and you must promptly notify NOVACRM of any changes affecting the NOVACRM Feed or subscription use. NOVACRM and the subscription are subject to MLS terms and applicable laws. If any MLS mandates changes affecting the subscription, NOVACRM may choose not to comply and will not be liable for any resulting termination of access to the NOVACRM Feed.

Compliance with Privacy Laws

1. GDPR Adherence

By using our subscription, you agree not to collect personal data from EU residents without their express consent and compliance with the General Data Protection Regulation (GDPR). If you violate GDPR provisions, you agree to indemnify NOVACRM against any resulting costs and liabilities.

2. CCPA Compliance

By signing the agreement or using our subscription services, you agree to collect personal information from individuals residing in California (referred to as “California Consumers”) only after informing them of their privacy rights under the California Consumer Privacy Act (CCPA). You commit to adhering to all CCPA requirements, which include providing notice of rights, ensuring data portability, honouring deletion requests, respecting opt-out choices, and preventing discrimination.

3. PIPEDA and Ontario PHIPA Compliance

By using NOVACRM services in Ontario, Canada, you agree to comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and Ontario’s Personal Health Information Protection Act (PHIPA) if applicable. This includes:

  • Obtaining Consent: Ensuring that you have obtained the necessary consent from individuals before collecting, using, or disclosing their personal information.
  • Limiting Collection: Only collecting information that is necessary for the purposes identified, and using or disclosing the information solely for those purposes unless further consent is obtained.
  • Protecting Information: Implementing appropriate security measures to protect personal information against unauthorised access, disclosure, copying, use, or modification.
  • Access and Correction: Providing individuals with access to their personal information and the ability to correct inaccuracies.
  • Breach Notification: Promptly notifying individuals and relevant authorities in the event of a privacy breach involving personal information, particularly if the breach could cause significant harm.

Role as a Service Provider under PIPEDA, PHIPA, CCPA, and GDPR

1. PIPEDA (Personal Information Protection and Electronic Documents Act) and PHIPA (Personal Health Information Protection Act):

     As a service provider operating under PIPEDA and Ontario’s PHIPA, NOVACRM acknowledges its role in handling personal information and personal health information on behalf of its customers. When you use NOVACRM services to process personal data, NOVACRM acts as a “data processor” under PIPEDA and PHIPA, meaning:

  • Data Processing: NOVACRM will process personal information or personal health information solely for the purposes you specify and in accordance with your documented instructions. We do not control the data; we only process it on your behalf.
  • Confidentiality: NOVACRM ensures that all personal data, including personal health information, is kept confidential and protected with appropriate security measures to prevent unauthorized access, disclosure, or breaches.
  • Assistance with Compliance: NOVACRM supports your compliance obligations under PIPEDA and PHIPA by implementing robust data protection practices and assisting with data subject requests, such as access and correction requests or breach notifications.
  • No Ownership: NOVACRM does not own the personal data processed on your behalf. All rights to the data remain with you, the customer. We will only use the data as necessary to fulfill our contractual obligations and in line with PIPEDA and PHIPA requirements.
  • Subprocessors: : If NOVACRM engages any subprocessors to assist in processing personal data, we will ensure that they comply with PIPEDA and PHIPA requirements, and we will inform you of their involvement.
 
2. CCPA (California Consumer Privacy Act):

       Under the CCPA, NOVACRM operates as a “service provider,” which means:

  • Restricted Use of Personal Information: NOVACRM will collect, use, retain, or disclose personal information of California residents (California Consumers) solely for the purpose of providing the services you have requested. We do not use this information for our own purposes or for any purposes not explicitly outlined in your instructions.
  • Compliance Support: NOVACRM assists you in meeting your CCPA obligations by providing tools for data access, deletion, and portability requests. We also ensure that personal information is not sold or disclosed in a manner that violates the CCPA.
  • No Sale of Data: NOVACRM does not sell personal information collected on your behalf. Any use of personal information is strictly limited to providing the agreed-upon services.
  • Subprocessors: If we engage sub processors to help process personal information, we ensure they are contractually bound to meet CCPA standards, and we will notify you of their involvement
  • Security Measures: NOVACRM implements robust security protocols to protect personal information from unauthorised access, use, or disclosure, helping you maintain CCPA compliance.
 

3. GDPR (General Data Protection Regulation):

Under the GDPR, NOVACRM acts as a “data processor” for any personal data related to individuals within the European Union (EU). This means:

  • Processing under Instruction: NOVACRM processes personal data strictly under your instructions, as the “data controller.” We do not make any decisions regarding the purposes or means of the processing of personal data.
  • Data Protection Compliance: NOVACRM implements and maintains appropriate technical and organisational measures to ensure the security and confidentiality of personal data. This includes protecting against unauthorised or unlawful processing, accidental loss, destruction, or damage.
  • Data Subject Rights: NOVACRM supports you in fulfilling your obligations to respond to data subject rights requests, such as the right to access, rectification, erasure, data portability, and objection to processing.
  • Subprocessors: If NOVACRM uses subprocessors to assist in processing personal data, we ensure that they are compliant with GDPR requirements. You will be notified of the use of any subprocessors and have the right to object to their involvement.
  • Data Breach Notification:In the event of a data breach, NOVACRM will notify you without undue delay, providing all necessary information to help you meet your obligations under the GDPR.
  • Data Transfers: If personal data is transferred outside the EU, NOVACRM ensures that appropriate safeguards, such as Standard Contractual Clauses, are in place to protect the data.
 

Financial Obligations

1. Initial Implementation Fee

When you begin your journey with NOVACRM, an Implementation Fee is required for more information please contact [email protected]. This fee covers the initial setup and integration of your subscription services. It is specified in your agreement and is due upon signing. This ensures that all necessary configurations are in place to get your subscription up and running smoothly.

2. Monthly Subscription Fee

To maintain access to NOVACRM services, a Subscription Fee is charged monthly. This fee is automatically billed from the start of your subscription term and continues each month. It covers the core services provided by NOVACRM, ensuring uninterrupted access to the tools and features you need.

3. MLS Connectivity Fees

For those utilising MLS data feeds, MLS Fees are incurred. These fees cover the connection of your websites to the required MLS data feeds and are billed as they arise. This ensures that your data integration remains seamless and up-to-date.

4. Communication Service Fees

Communication Fees encompass usage-based services such as emails, calls, and texts. These are billed monthly and are due upon receipt. This allows you to manage and track your communication expenses effectively.

5. Marketing Service Fees

Marketing Fees are associated with advertisements placed through platforms like Google and Facebook. These fees are billed directly to your form of payment. If you decide to cancel you must notify at [email protected]

6. Additional Service Fees

From time to time, you may request additional functionalities that require extra charges. NOVACRM will provide these services upon mutual agreement. You agree to promptly pay any additional charges and reimburse NOVACRM for any out-of-pocket expenses incurred, as specified in the agreement or approved by you.

7. Third-Party Fee Facilitation

For your convenience, NOVACRM may facilitate payments to MLS or other third parties on your behalf. Despite this accommodation, you remain responsible for ensuring all charges are paid promptly. NOVACRM reserves the right to bill you directly if necessary.

8. Extra Service Fees

If you request additional services after the initial agreement, any related fees will be billed at the time NOVACRM processes your request. This ensures that your subscription can evolve to meet your changing needs.

Billing Management

1. Secure Payment Method

To facilitate seamless billing, you must provide NOVACRM with valid credit card or ACH information. By doing so, you authorise NOVACRM to charge this payment method for all fees due throughout your subscription term.

2. Payment Commitments

All payment obligations under your subscription cancelable however conditions applied. Regardless of how much you use the services, all fees are due as outlined in the terms. NOVACRM may suspend your access or remove your website from the internet if payments are not made on time. If collection efforts are necessary, you agree to cover all associated costs, including legal fees. All payments must be made in U.S. dollars.

Tax Obligations

1. Tax Responsibility

NOVACRM fees do not include taxes, levies, duties, or similar governmental assessments. You are responsible for paying all applicable taxes related to your subscription, except for taxes on NOVACRM income. If NOVACRM is required to collect taxes on your behalf, these will be charged via your billing method unless you provide a valid tax exemption certificate.

Intellectual Property and Usage Rights

1. Ownership and Intellectual Property Rights

NOVACRM, along with its licensors, owns and operates the Site (including the Mobile App) and the Subscription, as well as all components related to them. This includes all intellectual property rights associated with the Site, the Subscription, and any documentation. You are granted only the limited rights explicitly outlined in these Terms of Service. Beyond these rights, NOVACRM retains full ownership and control over the Site and Subscription.

To be clear, NOVACRM retains ownership of all design elements and special functionalities created by us. This includes rights to photos, graphics, source code, and other related materials available through our Site or Subscription. If you purchase customised cascading style sheets (CSS) as specified in your Agreement, NOVACRM grants you a royalty-free, worldwide, perpetual licence to use these CSS styles for your internal business purposes. However, NOVACRM and its partners keep ownership of themes, templates, and any related designs. We also retain the right to showcase these designs in our portfolios. Any use of intellectual property under this section is licensed from NOVACRM, subject to payment of all applicable fees, and we reserve the right to terminate such licences if the Agreement ends. Our trademarks, including “NOVACRM” and other related marks, cannot be used without permission.

2. Usage Limitations

You agree not to:

  • Create derivative works based on our Site or Subscription unless specifically allowed.
  • Copy, frame, or mirror any part of our Site or Subscription, except for internal business purposes on your own networks.
  • Compromise the security or integrity of NOVACRM systems or those of any third parties hosting our services.
  • Reverse engineer our Site or Subscription.
  • Send unsolicited mass communications like emails or texts without proper consent.
  • Use our Site or Subscription in a way that could be considered abusive.
  • Engage in fraudulent activities, such as impersonating others or accessing unauthorised accounts.
  • Develop competing products or services.
  • Copy any features or functionalities from our Site or Subscription.
  • Use automated tools (like bots or scrapers) to access our services without permission.
  • Interfere with the operation of our Site or Subscription or place an undue burden on our infrastructure
  • Resell, sublicense, or distribute access to our Site or Subscription outside the scope of these Terms of Service.
3. Feedback and Improvements

You are not obligated to provide feedback, suggestions, or enhancements regarding our Site or Subscription. However, if you choose to do so, you grant NOVACRM a royalty-free, worldwide, perpetual licence to use, reproduce, and commercialise your feedback in connection with our services or related technologies.

4. TCPA Compliance Notice

Sending unsolicited voice or text messages is tightly regulated under the Telephone Consumer Protection Act (TCPA) and various other laws. It’s important to consult with a legal advisor to ensure your compliance. If you use our Subscription to send such messages, you must:

  • Provide all required notices and disclosures to recipients.
  • Obtain all necessary permissions and approvals for using phone numbers in connection with the Subscription.
 

NOVACRM does not guarantee compliance with the content or method of any communications you send.

5. Communication Responsibility

You are solely responsible for the content and methods of any communications you make through our Site or Subscription, including compliance with all applicable laws, taxes, and tariffs.

6. Indemnification Obligations

You agree to indemnify and hold NOVACRM, its affiliates, and their respective representatives harmless from any damages, claims, losses, liabilities, or expenses related to:

  • Your use of electronic commerce.
  • Non-compliance with laws, taxes, or tariffs.
  • Violations of the TCPA or related statutes.
  • Breaches of these Terms of Service.
  • Issues related to Your Data or your use of the Subscription.

You agree to assist NOVACRM in defending against any claims and acknowledge that NovaCRM may assume exclusive control of any defence related to indemnification obligations. You cannot settle any claims without NOVACRM written consent. If NOVACRM chooses not to handle the defence, you must manage it at your own expense.

7. Equitable Remedies

You recognize that a breach of the proprietary rights provisions in these Terms could cause NOVACRM significant harm that cannot be fully remedied by monetary damages alone. Therefore, NOVACRM may seek legal action to prevent or address any such breaches. This includes requesting injunctions to stop any violations or threatened violations, and pursuing any additional legal remedies available. These actions are in addition to any other relief NOVACRM may be entitled to under the law.

8. Disclaimers and Limitations of Liability

NOVACRM provides its website, mobile app (if applicable), and subscription services on an “as is” and “as available” basis. Your use of any part of our site or subscription services is at your own risk. NOVACRM is not responsible for any damage to your property (including your computer system or mobile device) or any loss of data. Except as explicitly stated in these Terms of Service, NOVACRM makes no warranties of any kind, whether express, implied, statutory, or otherwise. This includes disclaiming any implied warranties of merchantability, fitness for a particular purpose, or non-infringement to the fullest extent allowed by applicable law.

NOVACRM total liability for any claim arising out of or related to the agreement and these Terms of Service, whether in contract, tort, or under any other theory of liability, is limited to the amount you paid in the previous 12 months. NOVACRM is not liable for any lost profits, revenues, or for any indirect, special, incidental, consequential, or punitive damages, regardless of the theory of liability and whether or not NOVACRM has been advised of the possibility of such damages. The limitations of liability in this section apply to the fullest extent permitted by applicable law.

Each provision in these Terms of Service that limits liability, disclaims warranties, or excludes damages is intended to allocate the risks between the parties. This allocation is a fundamental element of the agreement between the parties. Each of these provisions is severable and independent of the other provisions. The limitations in this section apply even if any limited remedy fails for its essential purpose.

Termination and Renewal Terms

1. Subscription Duration

The “Subscription Term” includes the Implementation Term, the Initial Subscription Term, and any Renewal Term(s). These Terms of Service remain in effect throughout the Subscription Term. The “Implementation Term” begins when you sign the Agreement and continues until the launch date of the first NOVACRM software or service included in the Subscription. The “Initial Subscription Term” begins on the launch date of the first NOVACRM software or service included in the Subscription and continues for the number of months specified in the Agreement. The Agreement will automatically renew for consecutive twelve-month periods (each, a “Renewal Term”) unless you provide written notice of cancellation to NOVACRM at least thirty (30) days before the end of the Initial Subscription Term or any Renewal Term.

2. Termination Conditions

The Agreement, and your access to and use of the Subscription, may be terminated during the Initial Subscription Term or any Renewal Term as follows:

  • By either party if the other party files for bankruptcy or becomes subject to any proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
  • By NOVACRM immediately if you fail to make any payment required under the Agreement or these Terms of Service.
  • By either party in the event of a material breach that remains uncured for sixty (60) days after written notice of such breach. The non-breaching party may terminate the Agreement immediately upon written notice to the other party if the breach remains uncured.

Termination of one Agreement does not automatically terminate any other Agreements you have with NOVACRM; each Agreement remains in full force and effect.

3. Payment Obligations upon Termination

Upon termination by NOVACRM under the Termination section, you are required to pay any unpaid fees covering the remainder of the Subscription Term for all terminated subscriptions. Termination by NOVACRM does not relieve you of the obligation to pay any fees due for the entire Subscription Term. If NOVACRM terminates this Agreement due to your breach of these Terms of Service or the Agreement, or if you terminate these Terms of Service without cause before the end of the current Subscription Term, you remain responsible for all fees due under the Agreement through the termination date and must pay any remaining unpaid fees for the Subscription Term. NOVACRM reserves the right to apply any prepayments for the Subscription to outstanding amounts upon termination of the Agreement.

4. Communication Protocol

Except as otherwise specified in these Terms of Service, all notices, permissions, and approvals must be in writing and are considered given upon: (a) personal delivery; (b) the second business day after mailing; or (c) the first business day after sending by email, to the parties respective addresses provided in the Agreement.

5. Special Terms for Apple Users

The following terms and conditions apply specifically to the use of the Mobile App on devices powered by Apple Inc.’s (“Apple”) iOS. Both you and NOVACRM acknowledge that these Terms of Service are solely between you and NOVACRM, not with Apple. Apple is not responsible for the Mobile App or the Subscription services. Your licence to use the Mobile App and the Subscription is restricted to iOS devices that you own or control and is subject to the usage rules set forth in Apple’s App Store Terms of Service.

Apple has no obligation to provide maintenance or support for the Mobile App or Subscription. In case of any failure of the Mobile App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Mobile App. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to the Mobile App or the Subscription, and Apple is not responsible for any claims, losses, liabilities, damages, costs, or expenses arising from any failure of the Mobile App to conform to any warranty.

Both you and NOVACRM agree that Apple is not responsible for addressing any claims relating to the Mobile App or Subscription, including but not limited to: product liability claims, claims that the Mobile App or Subscription fails to conform to any legal or regulatory requirement, and claims arising under consumer protection or privacy laws. If a third party claims that the Mobile App or your use of it infringes their intellectual property rights, Apple is not responsible for investigating, defending, settling, or discharging such claims.

You represent and warrant that you are not located in a country subject to a United States government embargo or designated as a “terrorist supporting” country and that you are not on any United States government list of prohibited or restricted parties. For any questions, complaints, or claims regarding the Mobile App or Subscription, please refer to the contact information provided as below

You agree to comply with all applicable third-party terms when using the Mobile App or Subscription. Both you and NOVACRM acknowledge and agree that Apple and its subsidiaries are third-party beneficiaries of these Terms of Service. Upon your acceptance of these Terms, Apple will have the right to enforce them against you as a third-party beneficiary.

General Provisions

1. Independent Contractor Status

The parties to these Terms of Service are independent contractors. Nothing in these Terms or the Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

2. Third-Party Beneficiaries

Except where explicitly stated, there are no third-party beneficiaries to these Terms of Service or the Agreement.

3. Global Access

The Subscription is intended for users located in the EU, United States and Canada. NOVACRM makes no representation that the Site or Subscription is appropriate or available for use outside of these regions. Accessing the Site or Subscription from jurisdictions where such access is illegal is prohibited.

4. Export Compliance

The Site and Subscription may be subject to U.S. export laws, including the Export Administration Act and associated regulations. You must not export, re-export, or release the Site or Subscription to any jurisdiction prohibited by law. Compliance with all applicable laws and obtaining necessary governmental approvals prior to exporting or releasing the Site or Subscription outside the United States is required.

5. No Waiver; Severability

No delay or failure by either party to exercise any right under these Terms or the Agreement constitutes a waiver of that right. If any provision is held to be contrary to law, it will be modified by the court to reflect the parties intentions and the remaining provisions will remain in full effect.

6. Assignment Conditions

You may not assign your rights or obligations under these Terms without NOVACRM prior written consent. NOVACRM may assign its rights and delegate its duties under these Terms and the Agreement at its discretion. These Terms and the Agreement bind and benefit the parties, their successors, and permitted assigns.

7. Entire Agreement

These Terms of Service and the Agreement represent the entire agreement between the parties, superseding all prior agreements and communications. No terms stated in your purchase orders or other documentation will be incorporated into these Terms, and all such terms are null and void.

8. Amendments

No modification or amendment of these Terms or the Agreement is valid unless in writing and signed or electronically accepted by the party against whom it is asserted.

9. Governing Law and Venue

These Terms and the Agreement are governed by the laws of the Province of Ontario, Canada for Canadian Residents, By California law for US Residents and by EU law for European Residents excluding its conflict of law principles. The parties agree to the exclusive jurisdiction of the courts in the region they have opted for resolving disputes. The prevailing party in any action to enforce these Terms or the Agreement is entitled to recover attorney fees and court costs.

10. Notice to California, U.S. Residents

California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by writing to 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by calling (800) 952-5210.

11. Notice to Ontario, Canada Residents

Ontario residents may report complaints to the Consumer Protection Branch of the Ministry of Public and Business Service Delivery by writing to 777 Bay Street, 5th Floor, Toronto, ON M7A 2J3, or by calling +1-800-889-9768. Complaints can also be submitted online through the ministry’s official website.

12. Notice to Lithuania, EU Residents

Lithuanian residents may report complaints or seek assistance regarding data protection and privacy issues to the State Data Protection Inspectorate by writing to L. Sapiegos g. 17, LT-10312 Vilnius, Lithuania, or by calling +370 5 271 2804. Complaints can also be filed online via the State Data Protection Inspectorate’s official website.

13. YouTube API Terms

By using NOVACRM or any other Subscription services to access YouTube, you agree to be bound by the YouTube Terms of Service, available at YouTube Terms of Service.

14. Contact Information

For any questions regarding the Site, Subscription, or these Terms of Service, please contact us at

Email: [email protected]

Phone: +1 844 644 0023