Terms of Service
These Terms of Service ("Terms") govern access to and use of the Novum platform and related services (the "Service") by the organization that subscribes to the Service ("Customer," "you") and its authorized users. By creating an account or using the Service, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind it.
1. The Service
Novum is a software platform that connects to business systems you authorize, analyzes your business data, produces briefings, dashboards, and drafted work product, and proposes actions for your review. Novum is provided as a subscription service and may be accompanied by professional services (such as an AI Enablement Workshop or Automation Audit) described in a separate order or statement of work.
2. Accounts and users
You are responsible for maintaining the confidentiality of credentials, for all activity under your organization's accounts, and for ensuring your users comply with these Terms. You must promptly notify us of any unauthorized use. Organization administrators may assign roles that control what each user can view and approve within Novum.
3. Connected systems and authorizations
You may connect third-party systems (such as QuickBooks Online, Microsoft 365, or Google Workspace) by authorizing Novum through the provider's own consent process. You represent that you are authorized to connect those systems on behalf of your organization. Your use of connected systems remains subject to those providers' terms. You may revoke Novum's access at any time.
4. Human approval of actions
Novum's AI features draft, analyze, and propose. Actions that affect systems outside Novum — including sending email or creating calendar events — are performed only after a user in your organization with the appropriate role approves the specific proposed action. Novum does not take autonomous actions on your behalf. Each approved action is recorded in an audit log. You are responsible for reviewing proposed actions before approving them and for the consequences of actions you approve.
5. AI-generated content
Outputs produced by the Service, including analyses, drafts, files, and recommendations, are generated with the assistance of artificial intelligence and may be incomplete or inaccurate. The Service does not provide accounting, tax, legal, or financial advice. You are responsible for reviewing outputs with appropriately qualified professionals before relying on them, and for decisions made using the Service. Prepared work product (for example, a drafted journal entry) is provided for human review and entry; Novum does not write to your accounting system.
6. Customer data
Ownership. You retain all rights to the data, documents, and content you provide to the Service or that Novum retrieves from your connected systems ("Customer Data"). You grant us a limited license to process Customer Data solely to provide, secure, and improve the Service for you.
No AI training. We do not use Customer Data to train artificial-intelligence models, and our AI provider is contractually prohibited from doing so.
Confidentiality. We treat Customer Data as confidential and disclose it only to subprocessors necessary to provide the Service, as required by law, or as you direct.
Privacy. Our collection and use of personal information is described in our Privacy Policy at axionsystemsco.com/privacy, which is incorporated into these Terms.
7. Acceptable use
You agree not to: use the Service in violation of applicable law; upload content that infringes others' rights or contains malicious code; attempt to access other organizations' data or circumvent security or access controls; reverse-engineer or copy the Service or its prompts, models, or configurations; resell or sublicense the Service without our written agreement; or use the Service to send unsolicited or unlawful communications. We may suspend access that we reasonably believe violates these Terms or threatens the security or integrity of the Service.
8. Fees and subscription
Fees, subscription tiers, and terms are set out in your order form or subscription agreement. Unless otherwise stated there: subscriptions are billed monthly in advance; initial terms and renewals are as stated in the order; fees are non-refundable except as required by law; and we may change fees upon renewal with at least thirty (30) days' notice. Late payment may result in suspension after notice.
9. Intellectual property
The Service, including its software, design, prompts, templates, and documentation, is owned by Axion and its licensors and protected by intellectual-property laws. These Terms grant you a non-exclusive, non-transferable right to use the Service during your subscription. We may use feedback you provide without obligation. "Novum" and "Axion Automation Systems" are marks of Axion; nothing in these Terms grants rights to use them.
10. Term, suspension, and termination
These Terms apply while you have an active account. Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice. You may cancel as provided in your order. Upon termination, your access ends and, upon request within thirty (30) days, we will make Customer Data available for export in a common format, after which we will delete or de-identify it as described in our Privacy Policy. Sections that by their nature should survive (including 5, 6, 9, 11, 12, and 13) survive termination.
11. Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, AXION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI-GENERATED OUTPUTS WILL BE ACCURATE OR COMPLETE.
12. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE. AXION'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO AXION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS, INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.
13. Indemnification
You will defend and indemnify Axion against third-party claims arising from Customer Data, your use of connected systems, or your violation of these Terms or applicable law. Axion will defend and indemnify you against third-party claims that the Service, as provided by Axion, infringes a United States patent, copyright, or trademark, excluding claims arising from Customer Data or your modifications or misuse.
14. General
These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws rules, and any dispute will be resolved in the state or federal courts located in Chester County, Pennsylvania. These Terms, together with your order form and the Privacy Policy, are the entire agreement between the parties regarding the Service and supersede prior agreements on the subject. If any provision is unenforceable, the remainder remains in effect. Neither party may assign these Terms without consent, except to a successor in a merger or sale of substantially all assets. Notices to Axion must be sent to legal@axionsystemsco.com. We may update these Terms by posting a revised version with a new effective date; material changes will be notified to organization administrators, and continued use after the effective date constitutes acceptance.
15. Contact
Axion Automation Systems LLC
Chester County, Pennsylvania
legal@axionsystemsco.com