Terms & Condition
Introduction and Overview
Thank you for selecting Novelio Tech. We provide a variety of services, including bookkeeping, tax planning, financial planning, accounting, cloud hosting, etc. When you use the Services, you enter into an obligatory contract with Novelio Tech. Each section of the agreement begins with an emphasized explanation that is intended to help you navigate the agreement. The explanations do not completely summarize the agreement, though, and you should read each section carefully and in full. We’ve also bolded a few areas that talk about important legal rights, and you should be sure to read those sections carefully. These provisions in Section A apply to the Services generally and are separate from the solutions in Section B, which include additional solutions for your use of specific Services. If you are an individual acting on your company’s or client’s behalf, you accept these solutions on their behalf and the term “you” will refer to you, your company, or your client.
Agreement to These Terms
You need to agree to these terms to use our Services. By using the Services, you are instructing us to share your data across our Services for marketing, eligibility, and other purposes described in our Privacy Policy. This data may include credit information and other information we obtain from third parties.
To access and/or use the Services, you acknowledge and agree:
To the terms and conditions of this agreement (“Agreement”), which includes:
• Novelio Tech’s Privacy Policy;
• The current version of the terms set out in Section A and Section B;
• Any additional solutions and conditions provided separately to you for your use of the Services, which may include terms and conditions from third parties (which we refer to as “Additional Terms”);
• You are at least 18 years of age;
• You are capable of forming a binding contract with Novelio Tech;
• You are not from any country which is prohibited from using the Services under the laws and regulations of the United States, or any other applicable jurisdiction; and
• You are not included in lists maintained by the United States or other applicable jurisdictions prohibiting transactions with and the export of US products to certain entities, people, and jurisdictions.
You understand that by using certain Services, you are providing written instructions in accordance with the Fair Credit Reporting Act and other applicable law to permit Novelio Tech and its affiliated companies to obtain and periodically refresh your credit information and other information about you from third parties for marketing, eligibility, and other purposes described in Novelio Tech's Privacy Policy. You understand that your instructions authorize Novelio Tech and its affiliated companies to obtain such information now and periodically in the future for as long as you have a registered account with us. We will stop refreshing your credit information when you cancel your account through your account settings.
Your Personal Information
We want to be transparent about how we use personal information and about your rights in our Privacy Policy. You should only provide us with personal information of others if you have received permission to do so.
You agree that Novelio Tech may use and maintain your personal information according to our Privacy Policy and any changes published by us. To the extent we allow you to input personal information (as the term is defined under applicable law) about other individuals other than yourself, you represent and warrant that you have complied with all applicable laws and received the proper authority or consent to allow us to collect and process such information to operate our business, in accordance with our Privacy Policy.
Changes
Change happens. When it does happen, we will update this Agreement. If the changes are material, you may need to accept the changes to use the Services. Similarly, there may be circumstances where we need to update or discontinue the Services.
We may modify the solutions of this Agreement at any time. We may update you of such modifications by posting through the Services or by other means. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.
In some cases, you may need to accept changes to this Agreement to continue using the Services. If you do not agree to the changes, you may stop using the Services or terminate your account.
Similarly, we may update the Services, including with tools, utilities, improvements, or third-party applications. You agree to receive these updates. We may further modify, suspend, or discontinue the Services at any time. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.
Your Rights to Use the Services
You can use our Services for your own personal and lawful use or as otherwise permitted under this Agreement.
Except as set forth in the Section B terms, you may access and use the Services for your own internal, lawful, and non-commercial purposes only.
Account
You will provide accurate, up-to-date account information and securely manage such information.
You may need to sign up for an account to use the Services. We may need to verify your identity and you authorize us to collect information (e.g., date of birth, address) from you to do so (collectively, with all information requested to enable your account, “Account Information”). You will provide accurate, up-to-date Account Information, and we disclaim any liability arising from your failure to do so. Such failure may further limit your ability to use the Services and affect the Service’s accuracy and effectiveness.
You are responsible for securely managing your Account Information, including any password(s) for the Services. You will notify us immediately if you believe that your Account Information or device you use to access the Services has been lost or stolen or that someone is using your account without your permission.
Payment & Cancellations
Some Services may be free, others may have costs associated. For those with costs, we may charge your payment method for fees or on a subscription basis. You may cancel your subscription at any time (but you may not receive a refund).
We may require payment of fees or a subscription charge for use of the Services (or certain Services) and you agree to pay such fees. If you registered for a trial, you may need to purchase the Services before the trial ends in order to retain access to any content provided to, or created through, the Services.
Payments will be billed in U.S. dollars, and your account will be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current, and complete, we may suspend or terminate your Services. If you do not notify us of updates to your payment information, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
You may be charged a subscription fee in advance on an annual basis or other recurring interval disclosed to you prior to your purchase. For annual subscriptions, we will send you a reminder with the then-current subscription fee no less than thirty (30) days and no more than sixty (60) days before your subscription term ends, or otherwise as required by applicable law. We may change the price for recurring subscription fees from time to time with notice to you. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect.
Your payment to Novelio Tech will automatically renew at the end of the applicable subscription period, but you can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Service until the end of your subscription period. We do not provide refunds or credits for any cancellations or partial subscription period.
Content and Data
We may use information you provide to improve our Services. You are solely responsible for anything you write, submit, receive, share, store, or any data you input into the Services (collectively, your “Content”). Content includes, but is not limited to, data, information, materials, text, graphics, images, audio, video that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Services. You have no obligation to provide any content to the Services, and you’re free to choose the content that you want to provide. You acknowledge certain functionality in the Services may be dependent on the provision of Content and may not be available without such Content.
Your Content remains yours, which means that you retain any intellectual property rights that you have in your Content. By sharing your Content on the Services, you hereby grant us a license to use your Content, as described in more detail below.
1. What's covered
This license covers your Content to the extent your Content is protected by intellectual property rights.
2. Scope
This license is:
• Worldwide, which means it’s valid anywhere in the world;
• Non-exclusive, which means you can license your Content to others; and
• Royalty-free, which means there are no fees for this license.
3. Rights
This license allows us to:
• Host, reproduce, distribute, communicate, sublicense, and use your Content — for example, to save your Content on our systems and make it accessible from anywhere you go;
• Publish or publicly display your Content, if you’ve made it visible to others; and
• Modify and create derivative works based on your Content, such as reformatting or translating it.
4. Purpose
This license is for the limited purpose of operating, providing, and improving the Services, which means allowing the Services to work as designed and creating new features and functionalities.
5. Duration
This license lasts for as long as your Content is protected by intellectual property rights.
We may collect, derive, or generate deidentified and/or aggregated data regarding your usage of or the performance of the Services, including data derived from your Content. We will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving, or marketing Novelio Tech's services, including the Services.
As between you and Novelio Tech, Novelio Tech and its licensors retain all right, title, or interest in and to the Services, except for the rights granted to you.
Prohibited Uses
We expect you to obey the law and follow certain rules in using the Services.
Novelio Tech does not condone or support any activity that is illegal, violates the rights of others, harms or damages our reputation, or could cause us to be liable to a third party. At minimum, you may not use the Services to:
• Violate any law, regulation, executive order, or ordinance, including through actions that give rise to criminal, civil, administrative, or regulatory liability and/or fines;
• Post, generate, or share Content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable, false, or misleading, or infringing;
• Transmit any virus, trojan horse, or other disruptive or harmful software or data;
• Send any unrequested or unauthorized advertising, such as spam;
• Impersonate or misrepresent your affiliation with us;
• Attempt to reverse engineer, decompile, or disassemble in any way any of the Services;
• Engage in unauthorized access, monitoring, interference with, or use of the Services or third-party accounts, information (including personal information), computers, systems, or networks, including scraping or downloading content that doesn’t belong to you;
• Use the Services for general archiving or back-up purposes; or
• Encourage or enable any other individual to do any of the above or otherwise violate this Agreement.
We may terminate your use of the Services based on our reasonable suspicion that your activities, business, or products are objectionable or promote, support, or engage in any of the prohibited uses described above.
Novelio Tech may (but has no obligation to) monitor the use of the Services or Content and may edit or remove any Content. We may disclose any information necessary to satisfy our legal obligations, protect Novelio Tech or its customers, or operate the Services properly.
Community Forums; Feedback
You may be able to communicate with others through our Services, but please be respectful. Suggestions you provide for improving our Services may be used freely by us.
The Services may include a community forum or other social features that enable you to exchange Content and information with other users of the Services and the public. We do not support and are not responsible for the Content in these community forums. Please be respectful when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Novelio Tech is not responsible.
You may provide Novelio Tech your feedback, suggestions, or ideas for the Services. You grant us a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty-free license to use your feedback, suggestions, and ideas in any way, including in future modifications of the Services, other products or services, advertising, or marketing materials.
Chatbots
We may use Chatbots to optimize your experience. These technologies are evolving and may have limitations.
When you use the Services, you may use or interact with automated features like chatbots, digital assistants, conversational experiences powered by artificial intelligence, or similar technologies (“Chatbots”). Information generated by Chatbots may not be unique.
While Chatbots are designed to improve your experience, these technologies are evolving and may have limitations such as generating outputs that are inaccurate or inappropriate to your situation.
Termination
You may cancel your account and we may suspend or terminate your use of the Services or delete your data.
This Agreement is effective until your subscription expires, you cancel your account, or Novelio Tech terminates this Agreement (or your account). Novelio Tech may terminate this Agreement (and your account) or suspend the Services at any time at our discretion.
Effect of Termination
You must stop using the Services once your subscription expires or you cancel your account (or if this Agreement or your account is terminated).
Upon expiration of your subscription, cancellation of your account, or Novelio Tech’s termination of your account or this Agreement, you must immediately stop using the Services and pay all fees for Services used. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund.
Survival
There are a few parts of this Agreement that will continue to apply after termination.
The following Sections will survive any termination, discontinuation, or cancellation of the Services or your account: “Your Personal Information,” “Payment and Cancellations” (with respect to fees due and unpaid), “Content and Data,” “Community Forums; Feedback,” “Effect of Termination,” “Disclaimers,” “Limitation of Liability,” “Indemnity Obligations,” “Disputes,” and “General Terms (Miscellaneous).”
Novelio Tech Communications
We may contact you from time to time to support your use of the Services.
In order to properly support and serve you, we occasionally need to reach out and contact you, and may do so in a variety of ways, such as via text message, email, or messaging functionality in the Services. We want to provide you options for receiving communications from us, and as such you may opt-in or opt-out of receiving certain types of communications from us, or sign up to receive certain kinds of messages from us, depending on the Services. You will need to notify us of any changes to your contact details to ensure your preferences are updated.
You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that we may use your telephone number for multi-factor authentication (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve Novelio Tech sending text messages containing security codes to your telephone number. You agree to receive these texts from Novelio Tech containing security codes as part of the MFA process. In addition, you agree that Novelio Tech may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services.
Third Party Account Information
Novelio Tech is not responsible for any account information obtained from third parties.
When you direct us to retrieve your account information from third parties, you authorize and permit us to use and store that information and other information you submit through the Services (such as usernames and passwords) for purposes of providing the Services to you. You grant us a limited power of attorney to access those accounts and retrieve your account information, without additional notice to you. We will be acting as your agent and will not be acting on behalf of the third party.
We do not review third-party account information for accuracy and are not responsible for any issues or expenses resulting from such account information, including any inaccuracy, error, delay, or non-delivery. For clarity, Novelio Tech is not responsible for any payment processing errors or fees arising from inaccurate account information provided by third parties.
Disclaimers
We don’t make any warranties about the Services except as expressly stated in this Agreement.
The only warranties we make about the Services are (1) stated in this Agreement, or (2) as provided under applicable laws. The Services are otherwise provided “as-is,” and we do not make any other warranties about the Services. Unless required by law, we do not provide implied warranties, such as the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Services are error-free, secure, or free from any viruses or other harmful components. We also do not provide any warranties with respect to data loss or to the accuracy, reliability, or availability of the Services, nor of any content (including any Content) or information made available in the Services. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to sixty (60) days from the date of purchase.
Limitation of Liability
Our liability is limited when it comes to issues you may encounter with our Services.
Other than the rights and responsibilities described in this Agreement and as allowed by applicable law, we won’t be responsible for any losses.
The total aggregate liability of Novelio Tech arising out of or relating to this Agreement is limited to the greater of: (1) the fees that you paid to use the relevant Service(s) in the 12 months before the breach or (2) $100.
We won’t be responsible for the following:
• Loss of data, profits, revenues, business opportunities, goodwill, or anticipated savings;
• Indirect, incidental, or consequential loss;
• Punitive damages; or
• Damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, viruses, or spyware.
If you’re legally exempt from certain responsibilities, including indemnification, then those responsibilities don’t apply to you under this Agreement. For example, the United Nations enjoys certain immunities from legal obligations, and this Agreement doesn’t override those immunities.
Indemnity Obligations
If someone sues us because you used the Services unlawfully or didn’t follow our rules, you will be responsible for any harm to us.
You will indemnify and hold harmless the Novelio Tech parties for any losses, damages, judgments, fines, costs, and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Services or violation of this Agreement. Novelio Tech reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by Novelio Tech in the defense of any claims.
Disputes
In the event we are unable to resolve any dispute through an informal dialogue, a third-party arbitrator or small claims court will help us resolve any disputes we might have, and any disputes will be resolved on an individual basis rather than as a class action.
If you are a U.S. customer:
You and Novelio Tech agree that, except as provided below, any dispute, claim, or controversy arising out of or relating in any way to the Services or this Agreement (a “Claim”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.
Either you or Novelio Tech can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or Novelio Tech may seek to have a Claim resolved in small claims court in closest proximity to your residence, and you may also bring a claim in small claims court in the Superior Court of Somerset, New Jersey 08873, USA.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and Novelio Tech are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your account.
If you elect to seek arbitration, you must first send to Novelio Tech a written notice of your Claim ("Notice of Claim"). The Notice of Claim to Novelio Tech should be sent in care of our registered agent Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808. The Notice of Claim should include both the mailing address and email address you would like Novelio Tech to use to contact you. If Novelio Tech elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by Novelio Tech, must (a) describe the nature and basis of the Claim or dispute; and (b) set forth the specific amount of damages or other relief sought.
You and Novelio Tech agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. Therefore, after a Notice of Claim is sent but before either you or Novelio Tech commence arbitration or file a Claim in small claims court, both parties will personally meet, via telephone or videoconference, in a good-faith effort to confer and try to resolve the Claim informally. If you are represented by counsel, your counsel may participate, but you agree to fully participate in the conference. Likewise, if Novelio Tech is represented by counsel, its counsel may participate, but Novelio Tech agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines will be tolled while the parties engage in this informal dispute resolution process.
If we do not resolve the Claim within sixty (60) days after the Notice of Claim is received, either party may commence arbitration or file a Claim in small claims court. You agree that you may not commence arbitration or file a Claim in small claims court unless you and Novelio Tech are unable to resolve the Claim within that sixty (60) day period and you have made a good faith effort to resolve your Claim directly with Novelio Tech.
If a Claim qualifies for small claims court, but a party initiates arbitration, either party may elect instead to have the Claim resolved in small claims court, upon written notice. Any dispute about whether a Claim qualifies for small claims court will be decided by that court, not an arbitrator. The arbitration proceeding will remain closed unless and until the small claims court determines the Claim should proceed in arbitration.
You may download or copy the Notice of Claim and arbitration initiation forms at www.adr.org or by calling 1-800-778-7879. Arbitration will be conducted by the AAA before a single arbitrator under the AAA’s rules, except as modified by this Agreement. Unless agreed otherwise, arbitration hearings will take place in the county of your residence or of the mailing address provided in your Notice of Claim.
The arbitrator will be (1) a retired judge or (2) an attorney licensed in New Jersey or your state of residence, selected from the AAA’s National Roster of Arbitrators using a specified ranking process. The arbitrator is bound by this Agreement and will decide all issues, including those related to scope and enforceability of this arbitration provision.
There will be an administrative conference with the AAA for each arbitration proceeding. You and a Novelio Tech representative must appear at the conference via telephone. Failure to appear without good cause may result in the AAA closing the arbitration proceeding.
The arbitrator will issue a reasoned written decision explaining the essential findings and conclusions. The award is binding only between the parties and has no preclusive effect in other proceedings. Novelio Tech will not seek reimbursement of attorneys' fees or costs from you unless the arbitrator finds your Claim was frivolous or brought for improper purposes under Federal Rule of Civil Procedure 11(b).
This arbitration agreement does not prevent either party from seeking injunctions or other equitable relief from a court. Arbitrators may award injunctive relief only as necessary to provide relief warranted by an individual Claim. Public injunctive relief must be litigated in civil court, not arbitration, with arbitration stayed pending resolution of individual Claims.
Filing, administration, and arbitrator fees will be governed by the AAA Rules. You must pay the initial filing fee, but Novelio Tech will reimburse you for this fee to the extent it exceeds the fee for filing a complaint in federal or state court in your county of residence or Santa Clara County, New Jersey. If your Claim is found to be frivolous, you will be responsible for all fees per the AAA Rules.
You and Novelio Tech agree that Claims may only be brought in an individual capacity, not as part of a class or representative action. If any part of this Class Action Waiver is found unenforceable, the entire Disputes Section becomes null and void.
General Terms (Miscellaneous)
This Agreement, including any Section B terms, constitutes the entire agreement between you and Novelio Tech, replacing all prior understandings or communications, whether written or oral, regarding its subject matter.
Governing Law
The laws of New Jersey and the Federal Arbitration Act govern all disputes related to the Services, this Agreement, and any Additional Terms, regardless of conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Compliance with Global Trade Laws and Restrictions
You may only use the Services in compliance with the laws of the U.S. and other applicable jurisdictions. The Services may not be exported to jurisdictions subject to embargoes or comprehensive sanctions.
Waiver
Novelio Tech’s failure to enforce any right does not constitute a waiver of that right. Any waiver must be made in writing and signed by an authorized officer of Novelio Tech.
Assignment
You may not transfer this Agreement or your rights to use the Services without our consent. Novelio Tech may assign or transfer this Agreement to any party at any time without notice to you. Any unauthorized transfer by you is void.
Severability
If a court finds any provision of this Agreement to be unlawful, void, or unenforceable, the remaining provisions will remain in full force and effect.