Nova Cloud – Terms of Service

1. Introduction

These Terms of Service (the "Terms") form a legally binding agreement between you ("you" or "Customer") and Nova Cloud Services Inc., a Canadian controlled private corporation based in Alberta, Canada ("Nova Cloud", "we", "us", or "our"), governing your access to and use of:

• The Nova Cloud website, console, API, and related services located at nova-cloud.ai and any subdomains (the "Site"); and
• Our GPU virtual machine ("VM", also referred to as an "instance"), storage, and networking services and any related cloud infrastructure services (collectively, the "Services").

By creating an account, using the Site, or accessing the Services, you agree to be bound by these Terms. If you do not agree, you must not use the Site or Services.

2. Changes to These Terms

We may update these Terms from time to time. When we do, we will update the "Last updated" date above and may provide additional notice (for example, via the console or email). Your continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

If you do not agree to the updated Terms, you must stop using the Services and close your account.

3. Eligibility and Accounts

1. Eligibility. You must:
   • Be at least 18 years old (or the age of majority in your jurisdiction), and
   • Have the authority to enter into these Terms on your own behalf or on behalf of an entity.
2. Account registration. You must provide accurate and complete information when creating an account and keep that information up to date.
3. Account security.
   • You are responsible for maintaining the confidentiality of your login credentials.
   • You are responsible for all activity that occurs under your account, whether or not authorized by you.
   • You agree to notify us promptly at contact@nova-cloud.ai if you suspect unauthorized access to your account.
4. One account per entity. We may limit or restrict multiple accounts controlled by the same person or organization if we believe this is being used to circumvent billing controls, abuse promotional offers, or evade account suspensions.

4. Description of Services

Nova Cloud provides access to GPU-accelerated virtual machines, storage, and associated network services in a Canadian datacenter environment. You are responsible for:

• Configuring and securing your virtual machines and workloads;
• Maintaining backup copies of any data you store or process using the Services; and
• Ensuring your use complies with our Acceptable Use Policy (AUP) and all applicable laws.

We may modify, improve, or discontinue parts of the Services at any time, provided we use reasonable efforts to avoid materially adverse changes without notice.

5. No Service Level Agreement (SLA)

Nova Cloud does not provide any uptime, availability, performance or support SLA, unless expressly agreed in a separate written agreement signed by us.

• The Services are provided on a "best effort" basis only.
• We may perform maintenance, upgrades, or emergency operations that can impact availability.
• You are responsible for designing your workloads for resilience and redundancy where required.

We will make reasonable efforts to provide advance notice of planned maintenance where practicable. Nothing in marketing materials, examples, or documentation creates an SLA.

6. Billing, Payment, and Taxes

1. Payment processor.
   Nova Cloud uses Stripe and/or other third-party payment processors to handle billing and payments. By using the Services, you also agree to be bound by the applicable processor's terms and conditions.
2. Fees.
   • Fees for the Services are as described on the Site, including per-hour usage rates and any reserved instance pricing.
   • Usage-based fees will be calculated based on the metering data we maintain.
   • Nova Cloud's metering and billing data is considered authoritative for all billing purposes.
   • We may change prices from time to time. Price changes will not apply retroactively but will apply to future usage.
3. GST/HST/VAT and other taxes.
   • Nova Cloud may be required to collect and remit applicable sales tax from users where required by law.
   • You are responsible for any other applicable taxes, duties, or government charges related to your use of the Services.
4. Currency.
   Fees are charged in USD. You are responsible for any foreign exchange or bank fees.
5. Payment obligations.
   • You authorize Nova Cloud and/or its payment processors to charge your selected payment method for all fees incurred.
   • If a payment fails, we may suspend or terminate access to the Services until full payment is received.
6. Chargebacks and disputes.
   Filing a chargeback (for example, with your credit card issuer) without first contacting Nova Cloud to attempt resolution may be treated as a breach of these Terms. Your account may be immediately suspended upon receipt of a chargeback or payment dispute, and may be terminated if the dispute is not resolved in our favour.

7. Refunds

Unless we state otherwise in a specific written agreement:

• All fees for Services already consumed are non-refundable.
• Prepaid or unused credit balances may be refunded solely at Nova Cloud's discretion. Credits consumed by active or completed usage are non-refundable.
• If we terminate your account for breach of these Terms, you are not entitled to a refund.

8. Acceptable Use

You must comply with our Acceptable Use Policy (AUP), which forms part of these Terms and is incorporated by reference.

Key points (not exhaustive):

• No illegal activities;
• No security abuse, network abuse, or interference with other customers;
• No use of the Services for abusive, harmful, or malicious content or behavior;
• No cryptocurrency mining or proof-of-work style blockchain computation is permitted on the Services.

We may suspend or terminate your account if we believe, in our reasonable discretion, that you have violated the AUP.

9. Export Controls & Sanctions

You represent and warrant that:

• You are not located in, under the control of, or a resident or national of any country or region that is subject to comprehensive sanctions under Canadian, U.S., or other applicable laws.
• You are not a person or entity listed on any government sanctions or restricted party list.

You agree not to use the Services in violation of export control or sanctions laws, including the laws of Canada, the United States, and any other jurisdiction that applies to you.

We may restrict access to the Services from certain countries or regions at our discretion. We may suspend or terminate access to the Services if we reasonably believe this section has been or may be violated.

10. Intellectual Property

1. Our IP.
   All rights, title and interest in and to the Site, the Services, underlying infrastructure, software, designs, and branding (including "Nova Cloud" and associated logos) are owned by or licensed to Nova Cloud and are protected by intellectual property laws.
2. Your IP.
   You retain ownership of all content, data, and software you upload to or run on the Services ("Customer Content"). You grant us a non-exclusive, worldwide, royalty-free license to host, run, store, copy, and transmit Customer Content only as necessary to provide and maintain the Services, comply with law, or enforce these Terms.
3. Feedback.
   If you provide suggestions, ideas, or feedback about the Services, you grant Nova Cloud a perpetual, irrevocable, worldwide, fully-paid license to use that feedback in any manner without obligation or compensation.

11. Third-Party Services

The Services may integrate with or link to third-party websites, software, or services (including Stripe and analytics tools). Nova Cloud is not responsible for third-party services, their terms, or their privacy practices. Your use of any third-party service is solely between you and the third party.

12. Data, Privacy, and Security

1. VM data location.
   • Customer VM data (persistent volumes and block storage for running workloads) is hosted in Canadian datacenter facilities.
2. Website and console data location.
   • Website, console, account management, billing, and some meta/telemetry data may be processed or stored in the United States or other jurisdictions via our service providers.
3. Privacy Policy.
   Our separate Privacy Policy describes our data practices in more detail, including what personal information we collect, how we use it, and how long we retain it. By using the Services, you acknowledge that you have read and understood the Privacy Policy.
4. Security.
   We implement reasonable technical and organizational measures intended to protect the Services and your data. However, no system is perfectly secure, and you are responsible for securing your own workloads, applications, and accounts (including strong passwords, SSH keys, firewalls, etc.).

13. Data Retention & Deletion

1. Virtual machine and storage data.
   • When you delete a VM or storage volume (or when it is deleted as part of termination of your Services), Nova Cloud will permanently delete the associated storage as part of our normal operations.
   • Once deleted, VM data cannot be recovered. You are solely responsible for maintaining your own backups.
2. Account and operational data.
   • Non-financial account and operational data (such as logs, support interactions, and configuration history) is generally retained for up to 1 year after your account is closed, after which we will delete or anonymize it, subject to technical limitations and security practices.
3. Financial and tax records.
   • To comply with Canadian tax code and accounting obligations, Nova Cloud retains the minimum required financial records (for example, invoices and billing history) for up to 7 years, or longer if required by law.

14. Term and Termination

1. Term.
   These Terms apply from the moment you first use the Site or Services and continue until terminated by either you or us.
2. Your termination.
   You may stop using the Services at any time and may request account closure via the console or by contacting contact@nova-cloud.ai. Fees incurred before termination remain due and payable.
3. Suspension or termination by Nova Cloud.
   We may suspend or terminate your access immediately, with or without notice, if:
   • You fail to pay fees when due;
   • Your payment method is subject to a chargeback or payment dispute;
   • We reasonably believe you or your workloads violate these Terms, the AUP, or applicable law;
   • We are required to do so by law or a regulatory authority; or
   • Your use poses a risk to the security or stability of the Services or to other customers.
4. Effect of termination.
   • Your right to access the Services ends immediately.
   • Your VMs and associated data may be deleted as described above.
   • Fees accrued prior to termination remain payable and are non-refundable unless otherwise agreed.

Certain sections of these Terms survive termination, including Intellectual Property, Disclaimers, Limitations of Liability, Indemnification, Governing Law and Dispute Resolution, and Miscellaneous.

15. Disclaimers

To the maximum extent permitted by applicable law, the Services and Site are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, statutory, or otherwise.

Without limiting the foregoing, Nova Cloud disclaims all implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and does not warrant that:

• The Services will be uninterrupted, error-free, or secure;
• The Services will meet your requirements or expectations; or
• Any data will be preserved without loss or corruption.

You are solely responsible for determining whether the Services are suitable for your intended use and for maintaining appropriate backups.

16. Limitation of Liability

To the maximum extent permitted by law:

1. Excluded damages.
   Nova Cloud will not be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages, including loss of profits, revenue, data, or goodwill, even if advised of the possibility of such damages.
2. Cap on liability.
   Nova Cloud's total aggregate liability arising out of or relating to the Services or these Terms, whether in contract, tort, or otherwise, is limited to the amount you paid to Nova Cloud for the Services during the three (3) months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow certain limitations or exclusions; in such cases, these limitations apply only to the extent permitted by law.

17. Indemnification

You agree to defend, indemnify, and hold harmless Nova Cloud, its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Site or Services;
• Customer Content or workloads you run on or through the Services;
• Your violation of these Terms, the AUP, or applicable law; or
• Your infringement or misappropriation of any third-party rights.

We may, at our discretion, assume control of the defense of any matter subject to indemnification by you, in which case you will cooperate with us in such defense.

18. Governing Law; Dispute Resolution; Class Action Waiver

1. Governing law.
   These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the Province of Alberta, Canada, and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.
2. Informal resolution.
   Before starting formal proceedings, you agree to try to resolve the dispute informally by contacting contact@nova-cloud.ai and providing a brief written description of the dispute. We will attempt to resolve the dispute in good faith within 30 days.
3. Arbitration.
   Except where prohibited by law, any dispute that cannot be resolved informally will be finally resolved by binding arbitration:
   • The arbitration will be conducted in Alberta, Canada, in English.
   • The arbitration will be administered by a recognized arbitration body or by an arbitrator mutually agreed by the parties.
   • The decision of the arbitrator will be final and may be entered and enforced in any court of competent jurisdiction.
4. No class actions.
   To the fullest extent permitted by law, you and Nova Cloud agree that all claims will be brought on an individual basis only, and not as a plaintiff or class member in any purported class, consolidated, or representative action.
5. Injunctive relief.
   Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction where necessary to protect its rights pending final resolution of the dispute.
6. Time limit.
   Any claim or cause of action you may have arising out of or relating to these Terms or the Services must be filed within one (1) year after the claim arose; otherwise, it is permanently barred.

19. Miscellaneous

• These Terms constitute the entire agreement between you and Nova Cloud regarding the Services and supersede any prior agreements or understandings.
• If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.
• You may not assign or transfer these Terms or your rights or obligations under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.
• No waiver of any term is effective unless in writing and signed by Nova Cloud, and a failure to enforce a right is not a waiver of that right.
• The headings in these Terms are for convenience only and have no legal effect.
• We may close accounts that have been inactive for 12 months or more, with reasonable notice to the email address on file.
• We may impose rate limits or usage restrictions on the Site, API, or Services to ensure fair use and platform stability.

For questions about these Terms, contact: contact@nova-cloud.ai