Terms of Use and End User License Agreement

Welcome to novant.io. Novant, LLC, a Virginia limited liability company and owner and operator of this website, (“we,” “us,” “our,” or “Company”) grants you access and use of this website, and our smart building data collection, storage, and management hardware and software and related goods and services (collectively, the “Services”), including, all content and information contained thereon (collectively, our “Site”), subject to the terms and conditions of these terms of use and end user license agreement (these “Terms of Use”) and all other policies and additional terms posted on our Site from time to time.

1. Background

Company provides distributed data infrastructure for smart buildings, which allows users of the Services to access, collect, store, and manage building services data anywhere in the world. Through our Site, you may access and use the Services. For purposes of clarity, and without limitation, “Services” include the software running on the Edge Node ("Node") hardware, Edge Node Docker container, and cloud based software (collectively, the “Software”). Please read these Terms of Use carefully before performing any and all of the follow: (i) browsing or using our Site; (ii) using the Services; or (iii) purchasing/using an edge node.

2. Access of the Website and Use of the Services

By accessing/browsing our Site, signing up with our Site for an online account, purchasing a Node, using the Services, subscribing to our newsletter (if any), purchasing any other products or services offered by us, or any combination of the same, you agree to be bound by these Terms of Use in its entirety. If you are unable or unwilling to abide by these Terms of Use, please immediately discontinue access of our Site, use of any Edge Node, and use of the Services. We may revoke your access to our Site and use of the Services at any time for your violation of these Terms of Use. We may also change, suspend, or discontinue our Site, the Services, and Node(s) at any time.

3. Pricing, Subscriptions, and Cancellations

Company may post Node availability and pricing, cloud pricing, and all other Services offerings and pricing on our Site, which we may change from time to time in our sole discretion by updated posting. Your access to certain Services will commence as soon as your payment processes. Subscription plans will be invoiced on their respective anniversary. We may suspend or terminate your account if your payment method fails or we fail to receive payment in a timely manner. In addition, if your payment does not process then you will not receive the selected Service(s), our Node(s), and both, as applicable.

4. Our Process

Our process for customers is simple. Upon receiving and installing a Node(s) per the installation guide, you will be able to fully manage and use our services via our website. You are solely responsible for ensuring that your systems meet the hardware, software, and any other applicable system requirements for any Node(s) and the Software. We will have no obligation or responsibility for issues caused by your use of any third-party services provider for installation of a Node or issues caused by any third-party hardware or software not provided by us.

5. Registration

We do not require registration to access certain sections of our Site. However, you must submit an online form to access certain types of the Services. Where applicable, you may register, create, and maintain an account to use certain types of our Services (each a “Registered User”). All other parties may not do so. If and when you register with our Site, you agree to provide accurate and complete registration information. You also agree to promptly notify us of any changes thereto. We do not, and you should not, allow any other person or group of people to access your Registered User account. Do not share your password with another party. You must promptly notify us of any suspected unauthorized use. If and when you access, use, or register to become a Registered User, you agree that:

(a) you are at least 18 years old;

(b) you have the capacity and all rights to agree to these Terms of Use on your own behalf and on behalf of any entity for which you are acting;

(c) you will abide by all of these Terms of Use and that if any aspect of your use or provision of the Services violates any applicable law, regulation, or rule, then you and/or your related entity will immediately cease using or providing the Services and close your account;

(d) you will provide accurate and complete registration information and will not use another person’s name, a false name, or an email or physical address owned or controlled by another person or entity with intent to obscure your own identity or to impersonate that person or entity or for any reason;

(e) you will not use a name that is subject to any rights of a person or entity other than yourself or your entity without appropriate authorization;

(f) you will not make multiple accounts of the same type;

(g) you will be solely responsible for maintaining the confidentiality of your password and you will not share your password with another party;

(h) you will update your registration information, as needed, so that it remains current, accurate, and complete;

(i) you will not allow any other person, entity, or group to access your Registered User account; and

(j) you will promptly notify us of any suspected unauthorized use of your account; and

(k) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

We may suspend or cancel Registered User accounts and passwords at any time, in our discretion, including, without limitation, violation of these Terms of Use or in the case of a suspected security compromise. You agree to inform Company immediately by email of any actual or potential unauthorized access to your password or to our Services.

6. Intellectual Property

(a) General. Copyright, trademark, and other proprietary rights and laws protect our Site, the Services, our Node(s), and related intellectual property. No part of the materials on our Site or provided to you via the Services (collectively, the “Content”), including, without limitation, the Node hardware, software, code, graphics, photographs, logos, or text, may be copied, photocopied, reproduced, translated, or reduced to any electronic medium or machine-readable form, in whole or in part, without specific written permission from the respective rights holder. Except as expressly provided, nothing contained in these Terms of Use will be construed to confer on you or any third party any license or right, by implication or under any law, rule or regulation, including, without limitation, those related to copyright, trademark, or other intellectual property rights. You shall not use the Content for any purpose other than allowed by these Terms of Use. Further, you grant us an irrevocable license to access and use data collected from a Node and the Software to help us improve our products and services.

(b) Limited License. Company grants Registered Users a non-exclusive, non-sublicensable, non-transferable, limited, and revocable license to access and use the Software. You are responsible for compliance with these Terms of Use. Moreover, you are solely responsible for your analysis and use of data collected using the Services. You acknowledge and agree to use the Software solely for the purposes set forth in these Terms of Use and for no other purpose. Company may immediately terminate this license and your access to the Software for failure to pay monies owed to Company or another breach of these Terms of Use.

7. Consent to Receive Email

If you subscribe to our newsletter, create a Registered User account, or purchase the Services or a Node from us and provide your email address in connection therewith, you consent to receive notices with respect to your account in addition to periodic newsletters, and other types of email communications from us, including, without limitation, new product offers and customer service issues. You may choose to opt-out of certain newsletter and announcement email correspondence. Our Privacy Policy governs our use of your personally identifiable information obtained via our Site.

8. Prohibited Uses

You are solely responsible for all of your activity in connection with accessing and using any and all of our Site, the Services, and Node(s), including, without limitation, activities on your Registered User account. You shall not use any and all of our Site, the Services, and Node(s) for any fraudulent, abusive, illegal, or otherwise inappropriate activities. If you do, we may immediately terminate your right to access and use our Site, including, without limitation, your Registered User account, use the Services, and both. Without limitation to other prohibited uses specified herein, you are prohibited from using any and all of our Site, the Services, and Node(s) for any and all of the following purposes:

(a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access;

(b) attempting to probe, scan, or test the vulnerability of our Site, the Services, or any associated system or network, or to breach security or authentication measures without proper authorization;

(c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to our Site or the Services, overloading, “flooding,” “spamming,” “mail bombing,” “DDOSing,” or “crashing;”

(d) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to human-perceivable form any of the source code used by us in providing any and all of our Site, the Services, and Node(s). Any violation of system or network security may subject you to significant civil and criminal liability;

(e) scraping, crawling, or using any other automated device or manual process to harvest data from our Site;

(f) use of the Software for competitive analysis or to build competitive products;

(g) publicly disseminating information regarding the performance of Node(s), the Software, or both;

(h) reposting, modifying, or otherwise using any information or content from any or all of our Site, the Services, and Node(s) for any purpose other than those authorized in these Terms of Use;

(i) encouraging or assisting any third party to do any of the foregoing.

9. Third Party Content, Links, and Subprocessors

Our Site may contain links to third party websites and service providers, which have separate and independent content, terms of use, and privacy policies. Third party websites and providers are not under our control. We are not responsible for and assume no liability for any statements, representations, or any other form of information contained in third party content appearing on or made available through our Site, the Services, or both.

10. Privacy

Use of our Site, the Services, and Node(s) is subject to our privacy policy located at https://novant.io/privacy (our “Privacy Policy”).

11. Indemnification

You shall defend, indemnify, and hold harmless Company, our members, managers, officers, employees, contractors, licensees, successors, and assigns, for any and all actions, claims, judgements, losses, damages, costs, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees and court costs) related to or arising from any or all of the following (a) your use or inability to use any or all of our Site, the Services, or Node(s), (b) your violation of these Terms of Use, our Privacy Policy, or both, and (c) your violation of applicable international, federal, state, and local laws, rules and regulations. We may assume exclusive defense of any such matters otherwise subject to indemnification by you, in which event you shall fully cooperate with us, including, without limitation, promptly making all monetary payments required hereunder.

12. Hardware Warranty

Company warrants against Node hardware defects for one (1) year from the date of purchase per the warranty policy posted on our Site (the “Hardware Warranty Policy”), located at https://novant.io/hardware-warranty.

13. WAIVER OF WARRANTIES

EXCEPT FOR THE WARRANTY POLICY, OUR SITE, THE SERVICES, AND NODE(S) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO OUR SITE, THE SERVICES, AND NODES(S). WE MAKE NO WARRANTY AS TO THE QUALITY, ACCURACY, COMPLETENESS, OR VALIDITY OF ANY MATERIAL, OUR SITE, THE SERVICES, AND NODES(S), AND DO NOT WARRANT THAT THE FUNCTIONS CONTAINED ON AND THE ABILITIES AND SERVICES PROVIDED BY ANY OR ALL OF OUR SITE, THE SERVICES, AND NODES(S) WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SITE, THE SOFTWARE, AND NODES(S) ARE FREE OF VIRUSES. WHERE APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU.

14. NO GUARANTEES

WE DO NOT GUARANTEE ANY RESULTS FROM YOUR USE, MISUSE, OR BOTH OF OUR SITE, THE SERVICES, NODES(S), OR ANY RELATED SERVICES OR OFFERINGS. YOU ARE SOLELY RESPONSIBLE FOR THE INSTALLATION AND INTERACTION OF DEVICES AND THE SERVICES IN YOUR BUILDINGS.

15. LIMITATION OF LIABILITY

COMPANY AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND CONTRACTORS (COLLECTIVELY, “COMPANY PARTIES”) WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COURT COSTS) RESULTING FROM YOUR USE OF, OR INABILITY TO USE, ANY OR ALL OF OUR SITE, THE SERVICES, AND NODES(S), EVEN IF ANY OR ALL OF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF ANY AND ALL OF THE COMPANY PARTIES FOR ANY AND ALL CLAIMS WHATSOEVER RELATED TO OUR SITE, THE SERVICES, NODE(S) OR OTHERWISE ARISING OUT OF THIS AGREEMENT, OUR SITE, THE SERVICES, OR NODE(S), OR OUR PERFORMANCE OR NONPERFORMANCE, OR ANY ACT, EVENT, OR CIRCUMSTANCE AFFECTING OUR SITE, THE SERVICES, NODE(S), OR YOU, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF SOFTWARE AS A SERVICE FEES PAID BY YOU TO US DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE CLAIM. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED BY LAW, OUR SOLE LIABILITY TO YOU FOR DAMAGES WILL BE LIMITED TO $100.00. COMPANY WILL NOT BE LIABLE FOR ANY ACTIONS OR DECISIONS THAT YOU MAY TAKE BASED ON YOUR USE OF THE SERVICES, NODES, OR ANY INFORMATION OR DATA RECEIVED IN CONNECTION THEREWITH.

16. Dispute Resolution

Any controversy or claim arising out of or relating to these Terms of Use, between Us and you, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration will be Richmond, Virginia. The arbitration will be governed by the laws of the United States of America and the Commonwealth of Virginia. Hearings will take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in person hearings. Each party will bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration. However, if we are the prevailing party, then the non-prevailing party shall reimburse us for all such fees in addition to its attorneys’ fees and costs of enforcing its judgment as part of the award. The award of the arbitrators will be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party will be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver will not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above. Notwithstanding the foregoing, if you are located outside of the United States of America, Company in its sole discretion, may elect for all disputes arising out of or in connection with these Terms of Use to be settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with its said Rules. The language of the arbitration proceeding will be English, with the arbitration proceeding in New York, New York. ANY ARBITRATION OR TRIAL UNDER THESE TERMS OF USE WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. NO ARBITRATOR OR JUDGE MAY ORDER, PERMIT OR CERTIFY A CLASS ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL LITIGATION, OR CONSOLIDATED ARBITRATION. NO ARBITRATOR OR JUDGE MAY ORDER OR PERMIT A JOINDER OF PARTIES, UNLESS THE PARTIES CONSENT TO SUCH JOINDER IN WRITING. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THESE TERMS OF USE. The parties hereby knowingly, voluntarily, and intentionally waive all rights they may have to a trial by jury in respect of any litigation based hereon, or arising out of, under, or in connection with, this Agreement.

17. Terms for Certain Countries

This paragraph applies to specific jurisdictions. If there is any conflict between this paragraph and other paragraphs, then this paragraph governs for the relevant jurisdiction.

17.1 European Economic Area

(a) Warranty. If you obtained the Software in the European Economic Area (EEA), you usually reside in the EEA and you are a consumer (that is, your use of the Software is for business related purposes), then your warranty period with regard to the Software is the duration of your subscription. Our entire liability related to any warranty claim and your sole and exclusive remedy under any warranty will be limited to either, at our option, support of our Software based on the warranty claim, replacement of the Software, or if support or replacement is not practicable, refund of prepaid and unused subscription fee proportionate to the specific Software. Furthermore, while these terms apply to any damages claims you make in respect of your use of the Software, we will be liable for direct losses that are reasonably foreseeable in the event of our breach of this agreement. You should take all reasonable measures to avoid and reduce damages, in particular by making backup copies of the Software and its computer data.

(b) Decompilation. These terms do not limit any non-waivable right to decompile the Software that you may enjoy under the law. For example, if you are located in the European Union (EU), you may have the right under applicable law to decompile the Software if it is necessary to do so in order to achieve interoperability of the Software with another software program, provided that we have not made this information available. Under this circumstance, you must first ask us in writing to provide the information necessary to achieve this interoperability. In addition, the decompilation may only be performed by you or someone who may use the Software on your behalf. We have the right to impose reasonable conditions before providing the information. You may use the information we supply or that you obtain only for the purpose described in this paragraph. You may not disclose the information to any third party or use the information in a manner that infringes our copyright or a copyright of one of our licensors.

17.2 Australia

If you obtained the Software in Australia, then the following provision applies, notwithstanding anything stated to the contrary in these terms:

NOTICE TO CONSUMERS IN AUSTRALIA:

Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

18. Notice to U.S. Government End Users

For U.S. Government procurements, Software is a commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 “Commercial Computer Software – Restricted Rights” and DFARS 227.7202, “Rights in Commercial Computer Software or Commercial Computer Software Documentation,” as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government must be in accordance with license rights and restrictions described in these terms.

19. Remedies for Violations

We may seek all remedies available at law and in equity for your violation of these Terms of Use, our Privacy Policy, or both, including, without limitation, the right to block access from a particular Internet address to our Site, suspend the Services, or terminate an order for Node(s). Your breach of these Terms of Use may cause irreparable harm and damage to us for which no adequate remedy at law exists. For this reason, We have the right, in addition to any other remedies available to it at law or in equity, to enjoin you in a court of equity from violating these Terms of Use without having to prove damages or post bond.

20. Modification of Terms of Use

We may modify, delete, or otherwise alter these Terms of Use at any time. Such modifications will be effective immediately upon posting to our Site. You are responsible for regularly reviewing these Terms of Use. Continued access of our Site, use of the Services, or purchase of Node(s) or other of our related goods and services thereafter constitutes your consent to any modifications. Further, the Company may agree to a modification of these Terms of Use with respect to a specific party in a separate, written agreement signed by both parties.

21. Miscellaneous

These Terms of Use will be governed by and construed in accordance with the laws of the United States of America and Commonwealth of Virginia and the laws of the United States, without giving effect to any principles of conflicts of law. You consent to the sole and exclusive jurisdiction and venue of the state courts and United States district courts sitting in Richmond, Virginia in which any adversarial proceeding, suit, or action is brought arising from any or all of these Terms of Use, your access and use of our Site, your use of the Services, and your purchase, use, or both of Node(s), including, without limitation, enforcing an arbitration judgment. If any provision of these Terms of Use will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these Terms of Use by us will be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms of Use will not constitute a waiver of such right or provision. You acknowledge and agree that you have fully read and understand these Terms of Use and have had the opportunity to seek legal counsel of your choice. These Terms of Use along with our Privacy Policy contain the entire agreement between the parties regarding the subject matter hereof. These Terms of Use supersede all prior written and oral understandings, writings, and representations and may only be amended upon notice by us. These Terms of Use are binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns. You may not transfer or assign these Terms of Use. All provisions which by their nature should survive termination of this Agreement will survive, including, without limitation, Paragraphs 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, and 21. We will not be in breach of these Terms of Use unless it fails to cure the same no later than thirty (30) days after its written receipt of notice of the same to its contact information below by certified mail, postage pre-paid with emailed copy support@novant.io.

22. How to Contact Us

If you have any questions about these Terms of Use, our Site, the Services, or our Products, you may contact Company at:

Novant, LLC
14321 Winter Breeze Drive, Suite 16
Midlothian, Virginia 23113


support@novant.io

These Terms of Use were last updated November 3, 2023.