Nova Studio terms & conditions
The Nova Studio service is proprietary technology and is owned and operated by Nova ("Polar Mobile Group Inc."). Use of the Services is made available to Customers strictly subject to the following Terms of Service. By accessing and using the Services, Customer acknowledges and agrees to these Terms of Service.
Services
Nova Studio hereby grants to Customer during the Term, a limited, non-exclusive and non-transferable license to access and use the Services. Except as expressly permitted in this Agreement, Customer shall not, and shall not permit any unapproved related third party to (i) use, copy, modify or otherwise reproduce the Services in whole or in part; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Services; or (iii) distribute, sublicense, assign, share, timeshare, sell, rent, lease, grant a security interest in, or otherwise transfer the Services or Customer’s right to use the Services. All rights not expressly granted to Customer are reserved by Nova Studio. There are no implied rights.
Term & Termination
This Agreement shall remain in effect for the duration specified in the applicable Order Form and/or MSA. Either party may terminate this Agreement if the other party materially breaches these terms and fails to cure such breach within thirty (30) days of written notice. Nova may suspend or terminate access to the Services immediately and without notice if (i) Customer is in default of payment obligations, or (ii) Nova reasonably believes Customer’s use of the Services poses a security risk or violates the law.
Data Privacy
Each party shall employ reasonable commercial efforts to comply with all applicable privacy laws relating to its respective activities in connection with this Agreement. “Data” means information collected by Nova Studio from Customer’s users in the course of fulfilling its obligations under this Agreement. Any Data collected or used by Nova Studio in the performance of this Agreement is acknowledged by the parties to be collected by it at the direction of Customer and Customer hereby appoints Nova Studio as its agent for such purpose. Customer shall ensure that its collection and use of any Data, including any collection and use that it directs Nova Studio to perform under this Agreement, complies with all applicable privacy and other laws and regulations, and that it has any consents or permissions required to direct Nova Studio to collect and use such Data as contemplated in this Agreement.
In addition to the "Data" collected from users, Nova may collect and process personally identifiable information (“PII”) of Customer’s employees or representatives (e.g., names, email addresses) for account management and/or communication purposes. Nova shall maintain such PII in accordance with its Privacy Policy and applicable Canadian privacy laws (including PIPEDA). Customer represents that it has the authority to provide such PII to Nova for these and any related purposes.
Customer Content & Hosting
Customer is solely responsible for the accuracy, quality, integrity, and legality of any content uploaded to the Services ("Customer Content"). While Nova hosts such content, it does not pre-screen it. Nova reserves the right, but not the obligation, to remove any Customer Content that it deems, in its sole discretion, to be in violation of this Agreement or applicable law. Customer grants Nova an irrevocable, world-wide, royalty-free license to host, copy, and display Customer Content.
Confidential Information
Nova Studio and Customer understand and agree that in connection with the negotiation and performance of this Agreement, each party may receive or have access to, directly or indirectly, private or confidential and proprietary information of the other party. Each party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all such confidential information of the other party in confidence. This Section shall supersede any previous agreement relating to confidential treatment and/or non-disclosure of Confidential Information;provided, however, that any information disclosed pursuant to that earlier agreement shall be deemed to be Confidential Information and protected under the terms of this Agreement as if this Agreement had been in place at the time of such disclosures.
Representations and Warranties
Each party represents and warrants that (a) it will comply with all applicable laws, rules and regulations in the performance of its obligations under this agreement, and (b) it has all rights, power and authority necessary to execute this Agreement and perform its obligations here under. Nova Studio further represents, warrants and covenants that the Services provided to Customer pursuant to this Agreement, and the use thereof by Customer in accordance with the terms of the Agreement, do not and will not knowingly infringe or constitute infringement or misappropriation of any valid intellectual property rights of a third party
Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NOVA SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. NOVA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
Marketing and Public Relations Activities
Nova Studio and Customer understand and agree that Nova Studio may occasionally use Customer’s name and/or logo and/or select campaign information in marketing or press related activities globally. Customer may opt-out of these activities at any time via email notification.
Indemnification
Customer shall defend, indemnify, and hold harmless Nova, its affiliates, and their respective officers, directors, and employees from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (i) Customer’s breach of any representation or warranty made herein; (ii) any allegation that Customer Content hosted by Nova infringes the intellectual property or privacy rights of a third party; or (iii) Customer’s failure to obtain necessary consents for Data collection.
Limitation of Liability
EXCEPT WITH RESPECT TO ANY THIRD PARTY DAMAGES ACTUALLY INCURRED THAT ARE INDEMNIFIABLE HERE UNDER, IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, AGGRAVATED, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES FOR LOST DATA OR INFORMATION, ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE)OR OTHERWISE, EVEN IF THE POSSIBILITY THEREOF MAY BE KNOWN IN ADVANCE TO ONE OR BOTH PARTIES. NEITHER PARTY SHALL BE LIABLE FOR ANY ACTS OR OMISSIONS CAUSED BY THIRD PARTIES. EXCEPT WITH RESPECT TO ANY THIRD PARTY DAMAGES ACTUALLY INCURRED THAT ARE INDEMNIFIABLE HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS, DAMAGE OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT IN EXCESS OF THE AMOUNTS Nova Studio HAS BEEN PAID HEREUNDER UNDER THE SERVICES TO WHICH THE CAUSE OR CLAIM RELATES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. IN NO EVENT SHALL Nova Studio BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGE OR CLAIM ARISING OUT OF OR RELATED TO ANY CUSTOMER CONTENT OR INTELLECTUAL PROPERTY PROVIDED TO Nova Studio; PROVIDED, HOWEVER THE FOREGOING DOES NOT APPLY TO ANY CLAIM ARISING FROM BREACH OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OBLIGATIONS OF CONFIDENTIALITY. ANY CLAIM UNDER THIS AGREEMENTMUST BE MADE WITHIN TWO YEARS OF THE DATE ON WHICH THE PARTY CLAIMING REASONABLY BECAME AWARE OF SUCH CLAIM.
