Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Aeonis Technology Private Limited, a company incorporated under the Companies Act, 2013, with its registered office in Mumbai, Maharashtra, India, operating under the brand name "Novaex" ("Company," "we," "us," or "our").

By accessing or using our Site (novaex.ai) and Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Refund Policy. If you do not agree with any part of these Terms, you must not access or use the Services.

For paying clients, the use of the Novaex platform is additionally governed by a Master Service Agreement ("MSA") or other written subscription agreement executed between the Company and the client. In case of any conflict between these Terms and the MSA, the terms of the MSA shall prevail to the extent of the inconsistency.

2. Eligibility

By using the Services, you represent and warrant that:

• You are at least 18 years of age and are competent to contract under the Indian Contract Act, 1872.
• If you are accessing the Services on behalf of an organisation, you have the authority to bind that organisation to these Terms.
• You are not a person barred from using the Services under the laws of India or any other applicable jurisdiction.
• Your use of the Services complies with all applicable local, state, national, and international laws and regulations.

3. Description of Service

Novaex provides an AI-powered commodity trading and risk management (CTRM) intelligence platform for base metals enterprises, including real-time pricing analytics, position management, risk analytics, hedge accounting tools, and workflow automation (collectively, the "Platform"). The features available to you may vary depending on your subscription plan and the terms of your MSA.

The Platform is currently in a pre-launch phase. Features described on the Site, including but not limited to AI analytics, compliance modules, and integrations, represent the planned scope and may be subject to change prior to and after commercial launch. Early access features are provided on an "as available" basis.

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice, subject to the terms of any applicable MSA.

4. User Accounts and Responsibilities

To access certain features, you may be required to create an account. You are responsible for:

• Maintaining the confidentiality of your account credentials, including passwords and API keys.
• All activities that occur under your account, whether or not authorised by you.
• Providing accurate, current, and complete information during registration and maintaining its accuracy.
• Promptly notifying us at security@novaex.ai of any unauthorised use of your account or any other security breach.
• Ensuring that your use of the Services does not violate any applicable laws, regulations, or third-party rights.

We reserve the right to suspend or terminate your account if we reasonably believe that any information you have provided is inaccurate, incomplete, or fraudulent, or that your account has been compromised.

5. Acceptable Use Policy

You agree not to use the Services for any unlawful purpose or in any manner that could damage, disable, overburden, or impair the Services. Specifically, you shall not:

• Upload, transmit, or distribute any data that is unlawful, harmful, defamatory, obscene, or infringes on third-party intellectual property rights.
• Attempt to gain unauthorised access to our systems, networks, servers, or other users' accounts.
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying structure of the Platform.
• Use automated systems (bots, scrapers, crawlers) to access or extract data from the Services beyond what is permitted under your subscription.
• Use the Services to engage in any form of market manipulation, insider trading, or any activity that violates SEBI regulations or other securities laws.
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without express written permission from the Company.
• Introduce any viruses, malware, Trojan horses, or other harmful code into the Services.
• Use the Services in any manner that could interfere with, disrupt, or impose an undue burden on our infrastructure.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account and may subject you to civil and criminal liability.

6. Intellectual Property Rights

The Site, Platform, and all original content, features, functionality, software, code, designs, text, graphics, logos, icons, images, audio, video, and the arrangement thereof (collectively, "Company IP") are the exclusive property of Aeonis Technology Private Limited and are protected by Indian and international copyright, trademark, patent, trade secret, and other intellectual property laws, including the Copyright Act, 1957, the Trade Marks Act, 1999, and the Patents Act, 1970.

The "Novaex" name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Aeonis Technology Private Limited. You must not use such marks without our prior written consent.

Subject to your compliance with these Terms and payment of applicable fees, you are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services solely for your internal business purposes during the subscription term. This licence does not include the right to:

• Modify or create derivative works based on the Services or Company IP.
• Use data mining, robots, or similar data gathering or extraction methods on the Site.
• Sublicence, distribute, or transfer your access rights to any third party.
• Remove, alter, or obscure any proprietary notices on the Services.

7. Client Data and Ownership

You retain all rights, title, and interest in and to any data, content, or information you upload to or generate through the Platform ("Client Data"). By uploading Client Data, you grant the Company a limited, non-exclusive licence to process, store, and display the Client Data solely for the purpose of providing the Services to you.

We may use anonymised and aggregated data derived from the use of the Platform for analytics, benchmarking, and improvement of the Services, provided such data does not identify you or any individual. This right survives termination of the agreement.

Upon termination of your subscription, you may request export of your Client Data within 30 days of termination. After this period, we may delete your Client Data in accordance with our data retention policies, subject to any legal obligations requiring longer retention.

8. Payment Terms

Where applicable, fees for the Services shall be as set forth in your MSA or subscription agreement. Unless otherwise specified:

• All fees are quoted in Indian Rupees (INR) or US Dollars (USD) as specified in your agreement and are exclusive of applicable taxes.
• Goods and Services Tax (GST) and other applicable taxes shall be charged in addition to the subscription fees at the rates prevailing at the time of invoicing, in accordance with the Central Goods and Services Tax Act, 2017, and applicable state GST legislation.
• Payments are due within the timeframe specified in your invoice (typically 30 days from the date of invoice).
• Late payments shall attract interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
• Continued non-payment for 60 days or more may result in suspension or termination of access to the Services.

9. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). This includes, without limitation, business plans, financial information, technical data, product roadmaps, Client Data, pricing, and the terms of any MSA.

Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this obligation; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is rightfully received from a third party without restriction.

The obligation of confidentiality shall survive termination of these Terms for a period of 3 years.

10. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING THE INFORMATION TECHNOLOGY ACT, 2000 AND THE INDIAN CONTRACT ACT, 1872:

• THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, BUSINESS OPPORTUNITY, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES.
• THE COMPANY SHALL NOT BE LIABLE FOR ANY TRADING LOSSES, FINANCIAL LOSSES, OR INVESTMENT LOSSES INCURRED AS A RESULT OF RELIANCE ON ANY DATA, ANALYTICS, OR INFORMATION PROVIDED THROUGH THE PLATFORM.
• IN NO EVENT SHALL THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR INR 50,000 (RUPEES FIFTY THOUSAND), WHICHEVER IS GREATER.

The limitations in this section shall apply to the fullest extent permitted by law, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if the Company has been advised of the possibility of such damages.

12. Indemnification

You agree to indemnify, defend, and hold harmless Aeonis Technology Private Limited and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your access to or use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your infringement of any third-party intellectual property or other rights; (e) any data or content you upload to or transmit through the Services; or (f) your negligence or wilful misconduct. This indemnification obligation shall survive termination of these Terms.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, government actions or orders, exchange or market disruptions, sanctions, embargoes, strikes, labour disputes, power or internet outages, cyberattacks, or failures of third-party service providers. The affected party shall promptly notify the other party and make reasonable efforts to mitigate the impact. If such event continues for more than 90 days, either party may terminate the affected Services upon written notice.

14. Term and Termination

These Terms are effective from the date you first access or use the Services and continue until terminated. We may terminate or suspend your access immediately, without prior notice or liability, for any reason, including if you breach these Terms.

For subscription clients, the term and termination provisions in your MSA shall apply. Upon termination:

• Your right to access and use the Services shall immediately cease.
• You may request export of your Client Data within 30 days of termination.
• All fees owed up to the date of termination shall remain payable.
• Sections that by their nature should survive termination (including Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Confidentiality, and Governing Law) shall survive.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be resolved as follows:

• Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation for a period of 30 days from the date of written notice of the dispute.
• Arbitration: If the dispute is not resolved through negotiation, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, or in the absence of agreement, appointed in accordance with the Act. The seat of arbitration shall be Mumbai, India. The language of arbitration shall be English. The arbitral award shall be final and binding on both parties.
• Jurisdiction: Subject to the arbitration clause above, the courts in Mumbai, Maharashtra, India shall have exclusive jurisdiction over any proceedings relating to these Terms.

16. Electronic Communications

By using the Services, you consent to receiving electronic communications from us, including emails, notifications, and messages posted on the Platform. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing, in accordance with the Information Technology Act, 2000, and the Indian Evidence Act, 1872 (as amended).

17. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, Refund Policy, and any applicable MSA, constitute the entire agreement between you and the Company regarding the Services and supersede all prior agreements and understandings, whether written or oral.
• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
• Waiver: The failure of the Company to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. A waiver of any term shall be effective only if in writing and signed by the Company.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without the prior written consent of the Company. The Company may assign its rights and obligations without restriction.
• No Third-Party Beneficiaries: These Terms do not create any rights for any third party, and no third party shall have the right to enforce any provision of these Terms.
• Notices: All notices under these Terms shall be in writing and shall be deemed given when delivered by email to the addresses specified herein or in the applicable MSA.
• Headings: Section headings are for convenience only and shall not affect the interpretation of these Terms.

18. Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. For material changes, we will provide at least 30 days' notice by posting the updated Terms on the Site with a revised effective date, or by sending an email notification. Your continued use of the Services after the revised effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services.

19. Contact Us

If you have any questions about these Terms, please contact us at: