Terms of Service

1. Agreement

These Terms of Service ("Terms") govern access to and use of the novaplan financial planning and analysis platform and related websites (collectively, the "Service") provided by novaplan ("novaplan", "we", "us"). By accessing or using the Service, you ("Customer", "you") agree to these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. The Service

novaplan provides a subscription-based FP&A platform including budgeting, forecasting, headcount planning, reporting, and related tools. Specific features, usage limits, and support levels may be set forth in an Order Form or subscription plan agreed between novaplan and Customer.

3. Accounts and Access

Customer is responsible for: (a) maintaining the confidentiality of account credentials, (b) all activities that occur under Customer's accounts, (c) promptly notifying novaplan of any unauthorized access, and (d) ensuring that its users comply with these Terms. Customer must not share individual user accounts or allow more users than authorized under its subscription plan.

4. Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data, including general ledger, headcount, forecast, and other financial information uploaded or connected to the Service. Customer grants novaplan a non-exclusive, worldwide license to process Customer Data solely to (a) provide and maintain the Service, (b) prevent or address technical issues, (c) comply with law, and (d) improve the Service in aggregated and de-identified form.

novaplan will not sell Customer Data and will not use Customer Data to train third-party machine learning models. Customer represents that it has all rights necessary to provide Customer Data to novaplan and that such data does not violate any third-party rights or applicable law.

5. Acceptable Use

Customer shall not, and shall not permit any user to:

• Use the Service in violation of applicable law or third-party rights.
• Reverse engineer, decompile, or attempt to discover the source code or underlying architecture of the Service, except to the extent permitted by law.
• Resell, rent, lease, sublicense, or provide the Service to third parties as a standalone product.
• Introduce malware, attempt to gain unauthorized access, disrupt integrity or performance, or circumvent security controls.
• Use the Service to build a competing product or benchmark it without written consent.
• Upload data that violates confidentiality obligations, contains protected health information, or is otherwise unlawful.

6. Fees and Payment

Customer agrees to pay all fees specified in the applicable Order Form or subscription plan. Fees are non-refundable except as expressly provided. Unless otherwise stated, fees are exclusive of taxes, which Customer is responsible for paying. Overdue amounts may accrue late charges and novaplan may suspend access to the Service if payment is more than thirty (30) days past due.

7. Term and Termination

These Terms remain in effect during the subscription term set forth in the Order Form. Either party may terminate for material breach not cured within thirty (30) days of written notice. Upon termination: (a) Customer's right to access the Service ends, (b) novaplan will make Customer Data available for export for thirty (30) days, after which it may be deleted, and (c) any accrued payment obligations survive.

8. Confidentiality

Each party agrees to protect the other's Confidential Information using the same degree of care it uses for its own confidential information (and no less than a reasonable standard of care), and to use such information only to perform its obligations under these Terms. Customer Data is Customer's Confidential Information.

9. Warranties and Disclaimers

novaplan warrants that it will provide the Service in a professional and workmanlike manner consistent with general industry standards. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND NOVAPLAN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. novaplan DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT PROVIDE FINANCIAL, ACCOUNTING, TAX, OR LEGAL ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR FINANCIAL DECISIONS MADE USING OUTPUTS FROM THE SERVICE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS. EACH PARTY'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO NOVAPLAN IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

novaplan will defend Customer against third-party claims that the Service infringes such third party's intellectual property rights, and pay damages finally awarded, subject to prompt notice and reasonable cooperation. Customer will defend novaplan against third-party claims arising from Customer Data or Customer's misuse of the Service.

12. Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware for any disputes not subject to arbitration.

13. Changes to Terms

We may update these Terms from time to time. Material changes will be communicated via the Service or by email at least thirty (30) days before taking effect. Continued use of the Service after such changes constitutes acceptance of the updated Terms.

14. Contact

Questions about these Terms should be directed to:
legal@getnovaplan.com