Terms of Service

Nova & the Scope of This Document

Nova is a product of Inceptica LLC. Inceptica LLC is the service provider and legal contracting party; “Nova”, “we”, “us” and “our” refer to Inceptica LLC when describing the provider’s rights and obligations. Nova Brain is the company-context intelligence foundation used across AI Code Reviews, Developer Device Security and Compliance for SOC 2 and other frameworks. It is not a separate legal entity.

Nova Cloud provides workspace-level services and team visibility. Nova Endpoint provides developer-device and local development workflows. The data processed depends on the features used, the systems connected, the permissions granted and the customer’s configuration—not simply on an application or asset appearing in a product illustration.

Authorized Connections & Use

Customers must have the rights and permissions required to connect repositories, company applications, cloud accounts and devices, including any notices or authorizations required for employee and contractor data. Customers control which sources are connected and must review access scopes. Nova Brain processing remains subject to the limited Customer Data license and the DPA; connecting a source does not transfer ownership of its content.

AI Outputs & Human Review

AI-generated findings, explanations, code suggestions, security recommendations and compliance mappings may be incomplete or incorrect. Customers must review and test outputs before applying changes, deploying code, modifying devices or submitting evidence. The Services do not guarantee detection of every vulnerability, secure software, successful audits or certification, and do not replace professional legal, security or audit judgment. Independent auditors and certification bodies make their own determinations.

Device & Workspace Responsibilities

Customers are responsible for authorizing Endpoint installation, informing users about workspace visibility and managing device and integration access. Any action that writes to a repository, changes device settings or modifies a connected service must be within the customer’s granted authorization. The DPA’s read-only default for integrations remains applicable unless otherwise expressly authorized.

Introduction

Welcome to Nova! These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you (and the organization you represent, collectively "Customer", "you", "your") and Inceptica LLC, provider of Nova ("Nova", "we", "us", "our"), governing your use of Nova Brain-powered services and related services.

By clicking "I Agree," creating an account, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use our Services.

1. Acceptance of Terms

1.1 Authority to Bind. You represent and warrant that you have the legal authority to bind the organization you represent to these Terms. If you do not have such authority, you must not accept these Terms or use the Services.

1.2 Additional Terms. Your use of the Services is also governed by our Privacy Policy and Data Processing Addendum (DPA), which are incorporated by reference into these Terms.

1.3 Updates to Terms. We may update these Terms from time to time. We will notify you of material changes via email or through the Services at least 30 days before they take effect. Continued use after the effective date constitutes acceptance of the updated Terms.

2. Services Description

2.1 Nova Platform. Nova provides a platform for AI Code Reviews, Developer Device Security and Compliance, powered by Nova Brain ("Platform") that helps organizations:

Achieve and maintain compliance with various security frameworks (SOC 2, ISO 27001, HIPAA, GDPR, etc.)

Automate evidence collection from integrated systems

Manage security controls and policies

Prepare for and support compliance audits

Monitor continuous compliance status

2.2 Professional Services. We may offer additional professional services such as consultation, implementation support, or custom integrations under separate agreements.

2.3 Service Modifications. We continuously improve our Services and may add, modify, or discontinue features. We will provide reasonable notice for material changes that adversely affect your use of the Services.

3. Account Registration and Access

3.1 Account Creation. To use our Services, you must:

Provide accurate, complete, and current registration information

Maintain the security of your account credentials

Promptly update any changes to your information

Be at least 18 years old

3.2 Account Security. You are responsible for:

All activities that occur under your account

Maintaining the confidentiality of your login credentials

Immediately notifying us of any unauthorized use

Ensuring all users comply with these Terms

3.3 User Accounts. You may create accounts for your employees and contractors ("Users"). You are responsible for your Users' compliance with these Terms and their actions within the Services.

3.4 Account Suspension. We may suspend or terminate accounts that violate these Terms, are used fraudulently, or pose a security risk, with notice where practicable.

4. Subscription and Billing

4.1 Subscription Plans. We offer various subscription plans with different features and user limits. Details are available on our pricing page or in your Order Form.

4.2 Payment Terms.

Billing Cycle: Subscriptions are billed in advance on a monthly or annual basis

Payment Methods: We accept major credit cards and ACH transfers through our payment processor, Stripe

Auto-Renewal: Subscriptions automatically renew unless cancelled before the renewal date

Price Changes: We will provide at least 30 days' notice before any price increases

4.3 Free Trials. We may offer free trials. At the trial's end, you must subscribe to continue using the Services. We will notify you before charging your payment method.

4.4 Refunds.

Monthly subscriptions are non-refundable

Annual subscriptions may be refunded within 30 days of initial purchase

No refunds for partial periods or unused features

4.5 Late Payments. If payment fails:

We will attempt to notify you and retry the charge

After 7 days, we may suspend access to the Services

After 30 days, we may terminate your account and delete your data

4.6 Taxes. Prices exclude taxes. You are responsible for all applicable taxes, except for taxes based on our net income.

5. Use of Services

5.1 Permitted Use. You may use the Services solely for:

Your internal business code review, developer device security and compliance purposes

Lawful purposes in compliance with these Terms

The intended functionality of the Platform

5.2 Restrictions. You may not:

Use the Services for any illegal or unauthorized purpose

Violate any laws in your jurisdiction

Transmit malware, viruses, or malicious code

Attempt to gain unauthorized access to any part of the Services

Reverse engineer, decompile, or disassemble the Services

Remove or alter any proprietary notices

Use the Services to build a competitive product

Resell, sublicense, or transfer the Services without our written consent

Use automated means to access the Services without our permission

Interfere with or disrupt the Services or servers

Exceed usage limits for your subscription plan

5.3 API Usage. If we provide API access:

You must comply with our API documentation and rate limits

We may throttle or terminate access for excessive use

You may not use APIs to extract data for competitive purposes

5.4 Integrations. You are responsible for:

Providing valid credentials for third-party integrations

Ensuring you have the right to grant us access

The security and compliance of your integrated systems

Revoking our access when you terminate Services

6. Customer Data

6.1 Your Data. You retain all ownership rights to data you submit to the Services ("Customer Data"). You grant us a limited license to process Customer Data solely to provide the Services.

6.2 Data Processing. Our processing of personal data is governed by our Data Processing Addendum (DPA), which is incorporated into these Terms.

6.3 Data Security. We implement industry-standard security measures to protect Customer Data. However, no system is 100% secure, and we cannot guarantee absolute security.

6.4 Data Accuracy. You are responsible for the accuracy and legality of Customer Data. We are not obligated to verify or correct Customer Data.

6.5 Data Retention. We retain Customer Data during your subscription and for a reasonable period after termination to allow data retrieval. See our Privacy Policy for details.

6.6 Data Export. You may export your Customer Data at any time during your subscription through the Platform's export features.

6.7 Aggregated Data. We may create aggregated, anonymized data from Customer Data for analytics, benchmarking, and service improvement. This data cannot identify you or any individual.

7. Intellectual Property

7.1 Nova IP. We own all rights, title, and interest in the Services, including all software, content, designs, and trademarks. These Terms do not grant you any rights to our intellectual property except as expressly stated.

7.2 License to Use. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Services during your subscription term.

7.3 Customer IP. You retain ownership of your Customer Data and any configurations or customizations you create within the Services.

7.4 Feedback. If you provide feedback, suggestions, or ideas about the Services, we may use them without any obligation to you.

7.5 Brand Usage. Neither party may use the other's trademarks without prior written consent, except we may list you as a customer in our marketing materials unless you object in writing.

8. Third-Party Services

8.1 Integrations. The Services integrate with third-party platforms (GitHub, AWS, Azure, etc.). Your use of these integrations is subject to those platforms' terms.

8.2 Third-Party Content. We are not responsible for third-party content accessed through the Services. Use at your own risk.

8.3 Sub-processors. We use third-party sub-processors to provide the Services. See our DPA for the current list.

9. Confidentiality

9.1 Confidential Information. Each party may receive confidential information from the other . "Confidential Information" means non-public information marked as confidential or that reasonably should be considered confidential.

9.2 Obligations. Each party will:

Protect confidential information with reasonable care

Use it only for purposes of this Agreement

Not disclose it to third parties without consent

9.3 Exceptions. Obligations don't apply to information that:

Is or becomes publicly available through no breach

Was rightfully known before disclosure

Is independently developed without using confidential information

Must be disclosed by law (with notice where permitted)

10. Warranties and Disclaimers

10.1 Mutual Warranties. Each party warrants that it:

Has the authority to enter into these Terms

Will comply with applicable laws

Will perform its obligations with reasonable skill and care

10.2 Service Warranty. We warrant that the Services will perform materially as described in our documentation. Your sole remedy for breach is correction of the Services or, if we cannot correct, termination and refund of prepaid fees for the affected period.

10.3 DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THEY WILL MEET YOUR REQUIREMENTS.

10.4 Compliance Responsibility. The Services are tools to assist with compliance. You remain solely responsible for:

Your actual compliance with applicable laws and frameworks

The accuracy of compliance assessments

Decisions based on the Services' output

Your audit results and certifications

11. Indemnification

11.1 Your Indemnification. You will defend, indemnify, and hold us harmless from claims arising from:

Your use of the Services in violation of these Terms

Your violation of applicable laws

Your Customer Data, including any claims it infringes third-party rights

Disputes between you and your customers or Users

Your integrations with third-party services

11.2 Our Indemnification. We will defend, indemnify, and hold you harmless from third-party claims that the Services infringe intellectual property rights, except for claims arising from:

Your unauthorized use of the Services

Modifications you make to the Services

Your Customer Data

Your combination of the Services with other products or services

11.3 Indemnification Pr ocess. The indemnified party will:

Promptly notify the indemnifying party of the claim

Provide reasonable cooperation and information

Allow the indemnifying party to control the defense

12. Limitation of Liability

12.1 LIMITATION ON INDIRECT DAMAGES. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR DATA, EVEN IF INFORMED OF THE POSSIBILITY.

12.2 CAP ON LIABILITY. EXCEPT FOR EXCLUDED MATTERS BELOW, EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID IN THE 12 MONTHS BEFORE THE CLAIM OR (B) $50,000.

12.3 Excluded Matters. The limitations don't apply to:

Either party's indemnification obligations

Your payment obligations

Breach of confidentiality obligations

Violation of the other party's intellectual property rights

Willful misconduct or gross negligence

13. Term and Termination

13.1 Term. These Terms begin when you accept them and continue until terminated.

13.2 Termination for Convenience.

Monthly subscriptions: Either party may terminate with 30 days' notice

Annual subscriptions: You may terminate at the end of the subscription term with 30 days' notice before renewal

13.3 Termination for Cause. Either party may terminate immediately if the other:

Materially breaches these Terms and doesn't cure within 30 days of notice

Becomes insolvent, bankrupt, or ceases operations

Violates applicable laws

13.4 Effect of Termination.

Your access to the Services will cease

You must pay all outstanding fees

You may export your Customer Data within 30 days

After 30 days, we may delete your Customer Data

Sections that by their nature should survive will remain in effect

14. Dispute Resolution

14.1 Informal Resolution. We prefer to resolve disputes informally. Before filing a claim, contact us at legal@teamnova.ai to attempt resolution.

14.2 Arbitration. If informal resolution fails, disputes will be resolved by binding arbitration under the American Arbitration Association's Commercial Arbitration Rules. Arbitration will be in Connecticut, conducted in English, with one arbitrator.

14.3 Exceptions. Either party may seek injunctive relief in court for intellectual property violations or breach of confidentiality .

14.4 Class Action Waiver. You may only resolve disputes with us individually. You waive any right to class actions, class arbitrations, or representative actions.

14.5 Governing Law. These Terms are governed by Connecticut law, excluding conflict of law principles.

15. General Provisions

15.1 Entire Agreement. These Terms, including the Privacy Policy and DPA, constitute the entire agreement regarding the Services and supersede all prior agreements.

15.2 Amendments. These Terms may only be modified in writing signed by both parties, except for updates as provided in Section 1.3.

15.3 Severability. If any provision is invalid, the rest of the Terms remain in effect.

15.4 Waiver. No waiver is effective unless in writing. Waiver of one breach doesn't waive others.

15.5 Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.

15.6 Force Majeure. Neither party is liable for delays beyond its reasonable control (natural disasters, war, terrorism, pandemic, etc.).

15.7 Notices.

To you: Email to your account email address

To us: Email to legal@teamnova.ai or mail to our registered address

15.8 Relationship. We are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.

15.9 Export Controls. You will comply with all applicable export control laws and regulations.

15.10 Government Use. If you are a government entity, contact us for specific terms that may apply .

15.11 Publicity. We may identify you as a customer and use your logo in our marketing materials unless you object in writing.

15.12 Survival. Provisions that should survive termination include: intellectual property, confidentiality , disclaimers, indemnification, limitation of liability , dispute resolution, and general provisions.

16. Definitions

"Compliance Framework": Security and privacy standards like SOC 2, ISO 27001, HIPAA, GDPR

"Customer Data": All data you submit to or collect through the Services

"Order Form": Any ordering document, quote, or purchase flow for the Services

"Services": Our Platform, support, and any professional services we provide

"User": Anyone you authorize to use the Services under your account

17. Contact Information

Inceptica LLC (Nova, an Inceptica product) 2389 Main St. STE 100

Glastonbury, CT 06033 Email: legal@teamnova.ai Website: https://teamnova.ai

By using Nova's Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.