Terms of Service

Policy date: October 12, 2024

Updated: August 5, 2026

1. AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Novita AI ("Novita AI", "we", "us", or "our"), concerning your access to and use of our website at https://novita.ai/, as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site"). The Site provides an online marketplace for the following goods, products, and/or services: AI-powered cloud services, including: AI inference APIs (text generation, image generation, speech, video, and multimodal models), storage, and related software products (the "Marketplace Offerings"). In order to help make the Site a secure environment for the purchase and sale of Marketplace Offerings, all users are required to accept and comply with these Terms of Use. You agree that by accessing the Site and/or the Marketplace Offerings, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND/OR THE MARKETPLACE OFFERINGS AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use from time to time. We will alert you about any changes by updating the "Last updated" date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is not by default configured to comply with certain industry-specific regulations (including HIPAA, FISMA, and GLBA). If your use of the Site or Marketplace Offerings is subject to such laws, please contact us at support@novita.ai to discuss enterprise compliance arrangements before proceeding.

The Site and Marketplace Offerings are intended solely for adults. We do not knowingly collect personal information from individuals under the age of 18 ("Minors"). If you are a Minor, you are not permitted to register for an account, log in, or use any of our Services.

If we discover or are notified that we have inadvertently collected personal information from a Minor, we will promptly verify the matter and, upon confirmation, delete such information and terminate the associated account.

If you are the parent or legal guardian of a Minor and believe that we have collected that Minor's personal information without authorization, please contact us promptly using the contact information set forth in Section 30 of these Terms. Upon receipt of your notification and verification of the relevant circumstances, we will delete the applicable information and terminate the associated account without delay.

By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations.

2. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site and the Marketplace Offerings are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site or the Marketplace Offerings and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

3. USER REPRESENTATIONS

By using the Site or the Marketplace Offerings, you represent and warrant that:

(1) all registration information you submit will be true, accurate, current, and complete;

(2) you will maintain the accuracy of such information and promptly update such registration information as necessary;

(3) you have the legal capacity and you agree to comply with these Terms of Use;

(4) you are not a minor in the jurisdiction in which you reside;

(5) you will not access the Site or the Marketplace Offerings through automated or non-human means for the purpose of scraping, harvesting, or otherwise extracting data from the Site itself.

(6) you will not use the Site for any illegal or unauthorized purpose;

(7) your use of the Site or the Marketplace Offerings will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

You shall not use the Site or the Marketplace Offerings for any unlawful or unauthorized purpose, and your use must comply with all applicable laws and regulations in your jurisdiction. Without limiting the foregoing, the Marketplace Offerings may not be used in connection with: (i) intoxicants, illegal drugs, or other controlled substances; (ii) alcoholic beverages; or (iii) games of chance. Your use of the Marketplace Offerings must comply with Novita AI's Acceptable Use Policy (“AUP”). Certain uses are absolutely prohibited under Section 9(1)-(7) regardless of the AUP's terms. Any violation of these Terms or the AUP may result in immediate termination of your account and a permanent ban from use of the Site.

We are a service provider and make no representations as to the safety, effectiveness, adequacy, accuracy, availability, prices, ratings, reviews, or legality of any of the information contained on the Site or the Marketplace Offerings displayed or offered through the Site. You understand and agree that the content of the Site does not contain or constitute representations to be reasonably relied upon, and you agree to hold us harmless from any errors, omissions, or misrepresentations contained within the Site’s content. We do not endorse or recommend any Marketplace Offerings and the Site is provided for informational and advertising purposes only.

4. USER REGISTRATION

In order to create an Account for yourself or for your Organization on our Website, you must be a natural person of at least age 18, or a legal entity duly registered. If you decide to create an Account for your Organization, you represent that you have the authority to act on behalf of your Organization and bind your Organization to these Terms.

When you create your Account, we are going to ask you to provide us with some basic information, such as your Google account, GitHub account, etc., in order to use our services smoothly. All information must be accurate and valid.

Security is very important to us. You are responsible for maintaining the confidentiality and security of your password necessary for accessing your Account and the Services. You may not disclose your password to any third party, and you are solely responsible for any action taken with your Account. You must notify us immediately of any actual or suspected breach of security on your Account, loss or compromise of password, or unauthorized use of your Account.

We strictly prohibit users from obtaining multiple free quotas through mass email registration or any other methods. Upon discovery of any suspected mass registration, use of false information to register accounts, or any other forms of abuse, this platform reserves the right to take the following actions:

(1) Immediate suspension of the related accounts.

(2) Revocation of all free quotas and discounts obtained by those accounts.

(3) The right to pursue further legal action.

5. MARKETPLACE OFFERINGS

We reserve the right to limit the quantities of the Marketplace Offerings offered or available on the Site. All descriptions or pricing of the Marketplace Offerings are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Marketplace Offerings at any time for any reason. We do not warrant that the quality of any of the Marketplace Offerings purchased by you will meet your expectations or that any errors in the Site will be corrected.

Quick link: https://novita.ai/model-api/pricing

6. Model Availability

Novita AI reserves the right to add, modify, suspend, or remove any Model from the Service at any time, including where required by a Model Provider or applicable law. Novita AI shall not be liable for any loss, damage, or disruption arising from the removal or modification of any Model.

7. PURCHASES AND PAYMENT

You may decide to choose a custom plan, in which case the payable fees and payment terms will be subject to further discussions and mutual agreement with us, and will be specified in the applicable Services Agreement, Order Form or any other binding document signed between us.

We reserve the right to adjust our pricing from time to time and at our sole discretion. In such event, prices will remain fixed during the term of your initial subscription, and adjusted fees will be applicable only after the term of your new subscription.

Payment is processed on the Website, which includes a third-party payment or credit card processor's services. The payment processor's or credit card company's agreement governs your use of the designated account or credit card you provide, and you must refer to that agreement and not these Terms to determine your rights and liabilities relating to such agreement, account and activities. By providing us with your account or credit card number and associated payment information, you agree that we are authorized to immediately invoice your account for all fees due and payable and that no additional notice or consent is required. You agree to immediately notify us of any change in your billing address or the account or credit card use for the payment. All fees are non-refundable and exclusive of any applicable taxes, which the Customer is solely responsible for paying. You will indemnify us for any taxes relating to your purchase or use of the Services, except for taxes relating to our income.

For automatic top-ups, we will automatically charge your payment method on each agreed-upon recharge trigger, collecting fees seamlessly through your chosen payment method.

For certain Services, the Service Fees and payment terms may be specified in the Supplemental Terms and/or in any other binding document signed between us, including but not limited to an Order Form, a Scope of Work, or a Master Service Agreement, which are fully incorporated into the Agreement between us.

8. REFUNDS POLICY

All fees are non-refundable. Novita AI does not offer refunds for unused credits, subscription changes, or change-of-mind cancellations.

Exceptions may apply in the following circumstances: (a) a verified service outage or technical failure attributable to Novita AI that renders the Services materially unavailable for an extended period; (b) billing errors resulting in duplicate or incorrect charges; or (c) as required by applicable law.

To request a refund under one of the above exceptions, please contact us at support@novita.ai within 30 days of the charge, with a description of the issue and relevant account information. Novita AI will review all requests in its reasonable discretion.

9. PROHIBITED ACTIVITIES

Your use of the Site and the Services is governed by Novita AI's AUP, available at novita.ai/legal/acceptable-use-policy, which forms a part hereof. By accessing or using the Services, you agree to comply with the AUP as it may be updated from time to time. Any violation of the AUP may result in suspension or termination of your account and access to the Services.

Notwithstanding anything in the AUP, the following uses of the Services are absolutely prohibited and may not be authorized by Novita AI under any circumstances. These prohibitions are not subject to modification through updates to the AUP. You agree not to:

(1) Use the Services to generate child sexual abuse material (CSAM) or any sexual content involving minors, whether in text, image, audio, or any other form.

(2) Use the Services to create deepfakes, non-consensual synthetic intimate imagery, or other content that falsely depicts a real person without their consent, in a manner that could deceive a reasonable person.

(3) Use the Services to develop or assist in the development of biological, chemical, nuclear, or radiological weapons, or any other weapons capable of mass casualties.

(4) Use the Services to create or distribute malicious code, cyberweapons, or tools designed to attack, exploit, or compromise third-party systems or networks.

(5) Use the Services to systematically generate disinformation, propaganda, or synthetic media at scale for the purpose of influencing elections or public discourse through deception.

(6) Attempt to circumvent the safety filters, content moderation systems, or usage policies of Novita AI or any underlying model provider, including by means of jailbreaking, prompt injection, or reselling access to circumvention tools.

(7) Use the Services in violation of any applicable export control laws or regulations, including the U.S. Export Administration Regulations (EAR) and OFAC sanctions programs, or provide access to the Services to any person or entity on a restricted or denied party list.

10. USER CONTENT

You may provide input into the Services, which may include images, data, text, and other types of work ("Input") and receive an output from the Services based on your Input ("Output", and collectively, the Input and Output are "Content" or "User Content"). You retain copyright and any other proprietary rights that you may hold in the Input.

10.1. Grant of License. By making Input available to the Service, you grant Novita AI a worldwide, royalty-free, and non-exclusive license to reproduce, view, and use the Input for the purpose of providing the Service to you (including, without limitation, to generate Output). Furthermore, by generating Output, you grant Novita AI a worldwide, royalty-free, and non-exclusive license to reproduce, view, and use the Output for the purpose of providing the Service to you.

10.2. Zero Data Retention. By Default, Novita AI will not use your Content to train our own models or to improve the Services. We will not retain any Content for longer than is necessary to provide the Services to you. We have adopted a "Zero Data Retention" policy, which means that we will not, unless otherwise required by applicable law (or as necessary to provide the Services or technical support to you): (i) log your Content for human review; or (ii) retain your Content beyond the time it takes to generate Output and deliver that Output to you. Notwithstanding the foregoing, you agree that we have the right to apply automated safety screening tools to your Content as we deem appropriate, and that such screening does not constitute retention of your Content for any other purpose.

10.3. AI Output Disclaimer

THE SERVICES USE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING MODELS THAT MAY PRODUCE OUTPUT THAT IS INACCURATE, INCOMPLETE, OUTDATED, BIASED, OR OTHERWISE UNSUITABLE FOR YOUR INTENDED USE. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OUTPUT GENERATED BY THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ALL OUTPUT BEFORE RELYING UPON IT OR USING IT FOR ANY COMMERCIAL, LEGAL, MEDICAL, FINANCIAL, SAFETY-CRITICAL, OR OTHER CONSEQUENTIAL PURPOSE. NOVITA AI EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY LOSS, DAMAGE, OR HARM ARISING FROM YOUR RELIANCE ON AI-GENERATED OUTPUT WITHOUT INDEPENDENT VERIFICATION.

10.4. Your Responsibilities

You are solely responsible for your Inputs and the consequences of providing Inputs. By providing Inputs, you affirm, represent, and warrant that:

(a) you are the creator and owner of the Inputs, or have the necessary licenses, rights, consents, and permissions to authorize us to use such Inputs as necessary for the real-time provision of the Services, in the manner contemplated by these Terms;

(b) your Inputs, and the use of your Inputs as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause us to violate any law or regulation; and

(c) your Inputs do not contain personal data of third parties that you do not have lawful authority to process, and you are solely responsible for ensuring that any such processing complies with applicable data protection laws (including GDPR, CCPA, and equivalent regulations).

We are under no obligation to monitor, screen, edit, or control Inputs that you or other users submit, and will not be in any way responsible or liable for Inputs. Notwithstanding the foregoing, we may, at any time and without prior notice, suspend or terminate your access to the Services if we, in our sole judgment, determine that your use of the Services, including the nature of your Inputs, violates these Terms or is otherwise unlawful or objectionable. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH USER CONTENT.

Any use of the Site or the Marketplace Offerings in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site and the Marketplace Offerings.

11. CONTRIBUTION LICENSE

You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy (https://novita.ai/legal/privacy-policy) and your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

12. SOCIAL MEDIA

As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a "Third-Party Account") by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Social Network Content") so that it is available on and through the Site via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site.

13. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace Offerings ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

14. THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site or the Marketplace Offerings) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

15. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Marketplace Offerings.

16. PRIVACY POLICY

Quick link: (https://novita.ai/legal/privacy-policy)

We care about data privacy and security. By using the Site or the Marketplace Offerings, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Terms of Use.

17. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

18. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Marketplace Offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Marketplace Offerings.

We cannot guarantee the Site and the Marketplace Offerings will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Marketplace Offerings at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Marketplace Offerings during any downtime or discontinuance of the Site or the Marketplace Offerings. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or the Marketplace Offerings or to supply any corrections, updates, or releases in connection therewith.

19. DISPUTE RESOLUTION

19.1 Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

19.2 Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

19.3 Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

20. GOVERNING LAW

These Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Subject to the arbitration provisions in Section 19 above, you irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any disputes not subject to arbitration.

21. CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Marketplace Offerings, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

22. DISCLAIMER

THE SITE AND THE MARKETPLACE OFFERINGS ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND THE MARKETPLACE OFFERINGS AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THE MARKETPLACE OFFERINGS, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

23. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR THE MARKETPLACE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $500.00 USD. FOR ENTERPRISE CUSTOMERS WHOSE LIABILITY CAP IS EXPRESSLY NEGOTIATED IN A SEPARATE SIGNED ORDER FORM OR MASTER SERVICE AGREEMENT, THE TERMS OF THAT AGREEMENT SHALL GOVERN AND SUPERSEDE THIS PROVISION.

24. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Marketplace Offerings; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site or the Marketplace Offerings with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

25. USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Marketplace Offerings, as well as data relating to your use of the Marketplace Offerings. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Marketplace Offerings. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

26. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

27. FORCE MAJEURE

Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control, including without limitation: acts of God (including but not limited to fire, flood, earthquake, storm, or other natural disasters); war, terrorism, riot, or civil unrest; epidemic or pandemic; actions or orders of any governmental or regulatory authority; disruption or failure of essential utility services; interruption or termination of services by any third-party provider used by Novita AI to host or deliver the Services; labor disputes or strikes; malicious acts by third parties beyond our reasonable control; or computer viruses or other similar occurrences (each, a "Force Majeure Event"). For the avoidance of doubt, this Section does not excuse any obligation to make payments due under these Terms. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected Services upon written notice to the other party without liability.

28. MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Marketplace Offerings constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Marketplace Offerings. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

29. EXPORT CONTROLS AND SANCTIONS COMPLIANCE

The Services are subject to export control laws and regulations of the United States, including the Export Administration Regulations (EAR) and the sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). You represent and warrant that you are not located in a country subject to a U.S. government embargo and are not listed on any U.S. government restricted or denied party list. You agree not to use the Services in violation of any applicable export control or sanctions laws. We reserve the right to terminate or restrict access to the Services if we reasonably believe that your use would violate applicable export control or sanctions laws.

30. CONTACT US

In order to resolve a complaint regarding the Site or the Marketplace Offerings or to receive further information regarding use of the Site or the Marketplace Offerings, please contact us at: support@novita.ai