Terms

1. Who we are and what these Terms cover

Novamind Labs is building Novie, the enterprise agentic AI platform: the platform organisations use to build, run and govern their AI workforce. Your agents. Your models. Your cloud. The platform has three products: Novie Control, which governs what every agent costs, touches and does; Novie Build, which turns the work worth automating into working agents; and MyNovie, which gives everyone an AI coworker for everything they do at work.

These Terms of Service ("Terms") are a contract between you and Novamind Labs Limited (NZBN 9429053272461), 34 Tritton Drive, Rosedale, Auckland 0632, New Zealand ("Novamind", "we", "us"). They govern your use of:

• the website at novamindlabs.ai and any site that links to these Terms (the "Website");
• the Novie Control, Novie Build and MyNovie products, our APIs, documentation, and related support (together with the Website, the "Services").

By using the Services you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Services.

1.1 Enterprise Agreements

The Services are provided to organisations under a written agreement with us, such as an order form, master services agreement or statement of work (an "Enterprise Agreement"). The Enterprise Agreement governs your organisation's use, and these Terms apply to the extent the Enterprise Agreement does not address a matter. Where they conflict, the Enterprise Agreement wins. If you use the Services through an organisation's account, you also agree to use them in line with that organisation's policies.

1.2 Evaluations

If we give you access to the Services to evaluate them before an Enterprise Agreement is signed, these Terms govern that evaluation. Evaluation access is for internal assessment only, may be limited in scope and duration, and may be withdrawn at any time.

1.3 Acting for an organisation

If you accept these Terms on behalf of an organisation, you confirm you have authority to bind it, and "you" means that organisation.

2. Eligibility and accounts

• You must be at least 18 years old and able to form a binding contract.
• You must give accurate and complete information when you create an account and keep it up to date.
• Keep your credentials confidential. You are responsible for everything that happens under your account. Tell us immediately at legal@novamindlabs.ai if you suspect unauthorised access.
• You may not share an account, transfer it without our consent, or create accounts by automated means.

2.1 Organisation domains

If you create an account using an email address at a domain that an Enterprise Customer has verified with us, that organisation may add your account to its workspace, manage your permissions, view your usage and content in workspaces it administers, and suspend or remove your account. We will tell you before an organisation takes over an account you created.

3. The Services

3.1 What we provide

Subject to these Terms and your Enterprise Agreement, we grant you a non-exclusive, non-transferable, revocable right to access and use the Services for your organisation's internal business purposes during your subscription.

3.2 Changes

We improve the Services continuously. Features and details described on the Website reflect current direction and may change before general release. We may add, change or remove features. If we remove a feature that is material to your paid subscription, we will give you at least 30 days' notice and, if you cancel because of it, refund any prepaid fees for the unused period.

3.3 Products marked "Soon"

Products or features labelled "Soon", "preview" or similar are not yet generally available. We may make early versions available to you under these Terms. Early versions may be incomplete, may change without notice, and are provided as described in section 14 with no service commitments.

3.4 Support and professional services

Support, forward-deployed engineering and other professional services are provided as set out in your Enterprise Agreement. General questions can be sent to hello@novamindlabs.ai.

4. Acceptable use

You agree to use the Services lawfully and responsibly. You must not, and must not allow anyone else to:

Break the law or harm people

• use the Services to violate any law, regulation or third-party right;
• use the Services to harass, threaten, defame, discriminate against or harm any person;
• generate or distribute child sexual abuse material or any sexual content involving minors;
• create or spread malware, or gain or attempt to gain unauthorised access to any system, account or data;
• develop or deploy weapons, or plan violence;
• deceive people about whether they are dealing with an AI, or impersonate a person or organisation.

Misuse the platform

• reverse engineer, decompile or attempt to extract the source code, models, prompts or underlying components of the Services, except to the extent the law prohibits this restriction;
• use the Services to build a product that competes with them, or to benchmark them for publication without our consent;
• scrape, crawl or bulk-extract data from the Services other than through documented APIs;
• circumvent usage limits, budgets, guardrails, policies or security controls, including those set by your organisation in Novie Control;
• resell, sublicense or provide the Services to third parties as a service bureau, unless your Enterprise Agreement allows it;
• interfere with the operation of the Services, or place unreasonable load on them.

Misuse connected data and models

• connect systems or data you do not have the right to connect, or process personal information without a lawful basis;
• use the Services to evade the terms of a third-party model provider or Connected System;
• use the Services for covert surveillance of individuals, or to make solely automated decisions with legal or similarly significant effects on people without meaningful human review.

High-risk uses

If you use the Services in a domain where errors could seriously harm people or their rights, including medical, legal, financial, insurance, employment, housing, education, critical infrastructure and law enforcement decisions, you must keep a qualified person in the loop, disclose where AI has materially contributed to an outcome, and comply with all sector rules that apply. You are solely responsible for deciding whether the Services are suitable for such a use.

We may investigate suspected breaches and may suspend or terminate access under section 17. Third-party model providers you route work to also apply their own usage policies, which you must follow.

5. Your content

5.1 Definitions

• "Inputs" are the prompts, instructions, files, agent and workflow definitions, policies, budgets and other content you submit to the Services.
• "Outputs" are the responses, actions, summaries, code, recommendations and other results the Services generate for you.
• "Connected Data" is data the Services read from or write to systems you or your organisation connect, such as Microsoft 365, Slack, Jira, Confluence, Databricks, ServiceNow, Salesforce and Linear.
• "Your Content" means Inputs, Outputs and Connected Data, and anything you build in the Services, including agents and workflows.

5.2 Ownership

As between you and Novamind, you own Your Content. To the extent we hold any rights in Outputs, we assign them to you. You are responsible for Your Content and for having the rights and permissions you need to submit it.

5.3 Licence to us

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, display and modify Your Content only as needed to provide, secure and support the Services, to comply with the law, and as you otherwise instruct. This licence ends when Your Content is deleted from the Services, except for copies in backups that are deleted on a rolling schedule.

5.4 No training on Your Content

Novamind has no model of its own to sell. We do not use Your Content to train or fine-tune large language models, ours or anyone else's. We may use aggregated or de-identified usage information that does not identify you or your organisation to operate and improve the Services.

5.5 Outputs may be wrong

The Services use artificial intelligence, which is probabilistic. Outputs may be inaccurate, incomplete, out of date, biased or unsuitable for your purpose, and may look plausible while being wrong. Outputs are not professional advice. You must evaluate Outputs for accuracy and fitness before relying on them or acting on them, particularly for the high-risk uses in section 4. Because of how these systems work, Outputs generated for you may be the same as or similar to Outputs generated for others, and no one has exclusive rights in such Outputs.

5.6 Agents and actions

Novie Build lets you build agents that take actions in Connected Systems, such as creating records, sending messages or running code. You control which actions an agent may take, in which systems, and with which approvals and budgets. You are responsible for the agents you deploy and for the actions they take on your behalf, as if you had taken them yourself. Test agents in a safe scope before granting them access to production systems.

5.7 Content you share

If you share Your Content with other users, publish an agent to a shared workspace, or make content public, you are responsible for that decision and for the rights you grant others.

6. Third-party models and connected systems

The Services work with your agents, your models and your cloud. This means:

• You choose the models. Your organisation decides which model providers and models are available, and which work is routed where. We do not endorse any provider.
• Their terms apply. Data sent to a model provider or Connected System is processed under that provider's terms and privacy notice, which you must accept and comply with. We are not responsible for third-party services, their availability, their outputs or their conduct.
• Pass-through costs. Where you consume third-party model or cloud capacity through the Services, the usage cost is passed through to you and shown in full in Novie Control. You are responsible for those costs, including costs incurred by agents you deploy.
• Self-hosted models. If you route work to models hosted inside your own environment, we are not responsible for that environment.

7. Feedback

If you give us feedback, ideas or suggestions about the Services, you grant us a perpetual, irrevocable, royalty-free licence to use them for any purpose without obligation to you. We will not identify you as the source without your consent.

8. Fees and payment

8.1 Fees

You agree to pay the fees set out in your Enterprise Agreement or order form. Fees are in New Zealand dollars unless your Enterprise Agreement states another currency. Pricing on the Website is indicative until confirmed in an order form.

8.2 Pass-through usage

Usage-based AI costs from third-party model and cloud providers are in addition to subscription fees and are billed as incurred, or against a prepaid balance, as shown in Novie Control. You may set budgets and caps in Novie Control. We are not responsible for costs incurred within the limits you set, or where you have chosen not to set limits.

8.3 Taxes

Fees exclude GST and other taxes unless stated otherwise. You are responsible for all applicable taxes, other than taxes on our income. If you are required to withhold tax, you will gross up the payment so we receive the full amount invoiced.

8.4 Payment terms

Payment terms, including due dates, payment method and any late payment charges, are as set out in your Enterprise Agreement. If the Enterprise Agreement is silent, invoices are due 30 days from the invoice date, and we may suspend the Services after giving 10 days' written notice of non-payment. You must raise any good-faith dispute about an invoice within 30 days of receiving it.

8.5 Price changes

We may change fees for a renewal term with at least 30 days' notice before the renewal date. Changes never apply to a term already paid for.

8.6 Refunds

Fees are non-refundable except where these Terms or your Enterprise Agreement say otherwise or the law requires it. Nothing in this section limits rights that cannot be excluded under the Consumer Guarantees Act 1993, the Fair Trading Act 1986 or the Australian Consumer Law where they apply.

9. Intellectual property

9.1 Our rights

The Services, including all software, models we develop, interfaces, designs, documentation, trade marks and the names Novamind, Novamind Labs, Novie, Novie Control, Novie Build and MyNovie, are owned by Novamind and its licensors and protected by intellectual property laws. Except for the rights expressly granted in these Terms, we reserve all rights. Nothing in these Terms grants you a right to use our trade marks without our written consent.

9.2 Third-party and openly licensed components

The Services include components licensed from third parties and components made available under open licences. Those licences govern your use of those components to the extent they conflict with these Terms. Where we publish specifications or SDKs under an open standard, the licence stated in the repository applies.

9.3 Software

Where we provide downloadable software, connectors or command-line tools, we grant you a licence to use them only with the Services. They may update automatically. You may not modify or redistribute them except as their licence allows.

10. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Your Content is your Confidential Information. Non-public information about our Services, roadmap, security practices and pricing is ours.

The receiving party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and share it only with staff, advisers and service providers who need it and are bound by comparable duties. These obligations do not apply to information that is public through no fault of the receiving party, was already known to it, was independently developed, or was lawfully received from a third party. A party may disclose Confidential Information where required by law, after giving notice where legally permitted. These obligations last for five years after the agreement ends, and indefinitely for trade secrets and Your Content.

11. Privacy and data

Our Privacy Policy explains how we handle personal information and is part of these Terms. Where we process personal information on behalf of an Enterprise Customer, we do so on the customer's instructions under the data protection terms in the Enterprise Agreement.

Your organisation chooses what is in scope before anything runs. Where masking rules are configured, data matching them is masked before it is processed. Permissions are role-aware. Novie Control reads usage, cost and policy signals and changes nothing in your systems. Our full commitments are on the Security page at novamindlabs.ai/security.

12. Security: shared responsibility

We are responsible for the security of the Services as described on our Security page, including encryption, access control, monitoring, secure development and incident response.

You are responsible for:

• the security of your own accounts, devices, credentials and networks;
• configuring the Services appropriately, including permissions, single sign-on, scope of Connected Systems, agent action approvals and budgets;
• the security of any self-hosted models or environments you route work to;
• ensuring that the people you give access to are entitled to the data they can reach;
• notifying us promptly at legal@novamindlabs.ai of any suspected security incident involving the Services.

13. Publicity

We will not identify you or your organisation as a customer, or use your name or logo, without your written consent. If you agree to a case study, quote or reference, you may withdraw consent for future uses on 30 days' notice.

14. Disclaimers

The Services are provided "as is" and "as available". To the fullest extent the law allows, we and our licensors disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy and uninterrupted or error-free operation. We do not warrant that Outputs will be accurate, that agents will act as intended in every case, or that the Services will meet your requirements. Third-party models, Connected Systems and other third-party services are used at your own risk.

Consumer law. If you are a consumer under the Consumer Guarantees Act 1993 (New Zealand), the Australian Consumer Law, or similar legislation, you have rights that cannot be excluded, and nothing in these Terms limits them. Where you acquire the Services for business purposes, you agree that the Consumer Guarantees Act 1993 does not apply, as section 43 of that Act permits.

15. Limitation of liability

To the fullest extent the law allows:

• Excluded losses. Neither party is liable to the other for any indirect, consequential, special, incidental or punitive loss, or for loss of profit, revenue, business, goodwill, data or anticipated savings, however caused, even if foreseeable.
• Cap. Each party's total aggregate liability arising out of or in connection with these Terms and the Services in any 12-month period is limited to the greater of (a) the fees you paid to us for the Services in the 12 months before the event giving rise to the claim, and (b) NZ$1,000.
• Pass-through costs. We are not liable for third-party model or cloud usage costs incurred through the Services within budgets you set, or where you chose not to set them.
• Exceptions. These limits do not apply to a party's indemnification obligations, to liability for death or personal injury caused by negligence, to fraud or wilful misconduct, to your payment obligations, to your breach of section 4 (Acceptable use), or to any liability that cannot be limited by law.

These limits reflect the allocation of risk between the parties and are an essential basis of the bargain.

16. Indemnities

16.1 By you

You will defend and indemnify Novamind, its affiliates and their officers, employees and agents against all claims, losses, costs and expenses, including reasonable legal fees, arising from Your Content, your use of the Services in breach of these Terms or the law, agents you deploy and the actions they take, or your violation of a third party's rights.

16.2 By us

We will defend you against any third-party claim that the Services, as provided by us and used in accordance with these Terms, infringe that third party's intellectual property rights, and pay damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Your Content, third-party models or Connected Systems, your combination of the Services with other products, or your use after we told you to stop. If such a claim arises, we may modify the Services, obtain a licence, or terminate the affected Services and refund prepaid fees for the unused period. This section states our entire liability for infringement claims.

16.3 Process

The indemnified party must notify the other promptly, give it control of the defence and settlement, and provide reasonable cooperation. The indemnifying party may not settle a claim in a way that admits fault on behalf of the indemnified party without its consent.

17. Term, suspension and termination

17.1 Term

These Terms apply from the moment you first use the Services until your account is closed and all subscriptions have ended.

17.2 Termination by you

Your organisation may terminate as set out in its Enterprise Agreement. Evaluation users may stop using the Services at any time.

17.3 Termination by us

We may terminate these Terms or your access on 30 days' notice for convenience, and immediately on notice if you materially breach these Terms and do not cure the breach within 30 days (or immediately for breaches of section 4 or breaches that cannot be cured), if you fail to pay, if we are required to by law, or if an evaluation account has been inactive for more than 12 months after we have given you notice.

17.4 Suspension

We may suspend your access, or the access of a specific agent, immediately where we reasonably believe it is needed to prevent a security risk, a breach of the law or these Terms, harm to others, or costs that exceed your set limits. We will tell you why, and restore access once the issue is resolved.

17.5 Effect of termination

On termination, your right to use the Services ends. You may export Your Content for 30 days after termination, after which we delete it in line with our Privacy Policy, except for backups deleted on a rolling schedule and records we must keep by law. Fees already due remain payable. Sections that by their nature should survive (including 5.2, 7, 9, 10, 14, 15, 16, 18, 19 and 20) survive termination.

18. Disputes

18.1 Talk to us first

If you have a dispute with us, email legal@novamindlabs.ai with a description of the issue. Both parties agree to try in good faith to resolve the dispute within 30 days before starting formal proceedings.

18.2 Courts

Subject to section 18.3, any dispute arising out of or relating to these Terms or the Services will be resolved exclusively in the courts of New Zealand, and each party submits to the jurisdiction of the courts of Auckland. Either party may seek urgent injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

18.3 Consumers

If you are a consumer, nothing in this section prevents you from bringing a claim in the courts or tribunals of the country where you live, or from using a consumer dispute resolution scheme available to you.

19. Governing law

These Terms are governed by the laws of New Zealand, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. General

• Changes to these Terms. We may update these Terms. For material changes we will give at least 30 days' notice by email or in the Services. Continued use after the effective date means you accept the new Terms. If you do not agree, stop using the Services before the change takes effect.
• Notices. We will send notices to the email address on your account. Send notices to us at legal@novamindlabs.ai and to our address in section 21. Notices are effective on receipt.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets, with notice to you.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party model or cloud providers, except for payment obligations.
• Export and sanctions. You must comply with export control and sanctions laws that apply to your use of the Services, and you confirm you are not located in, or a national or resident of, a country subject to comprehensive sanctions, or on a restricted party list.
• Relationship. The parties are independent contractors. These Terms create no partnership, joint venture, agency or employment relationship.
• Severability. If any provision is unenforceable, it will be modified to the minimum extent needed and the rest of the Terms remain in effect.
• No waiver. A failure to enforce a provision is not a waiver of the right to enforce it later.
• Entire agreement. These Terms, the Privacy Policy and any Enterprise Agreement are the entire agreement between us about the Services and supersede all earlier agreements and communications.
• Electronic communications. You agree to receive communications, notices and agreements from us electronically.
• Language. These Terms are written in English. Any translation is for convenience only.

21. Contact us

Novamind Labs Limited
34 Tritton Drive, Rosedale, Auckland 0632, New Zealand
Legal, privacy and security: legal@novamindlabs.ai
General: hello@novamindlabs.ai