1. Your Acceptance

Thank you for choosing to use Noviqu’s online application suite (Service), which includes the Ensight and Material Tracker application. This agreement (Agreement) is between Noviqu (Noviqu, “us,” “we,” or “our”) and the person or entity agreeing to these terms (you). If you are agreeing to this Agreement not as an individual but on behalf of your company, then “you” means your company, and you are binding your company to this Agreement. By using or accessing the Service or clicking on the “I agree” button that is presented to you at the time of submitting your Order (refer to Section 7 (Account Registration), you agree to these terms and conditions of use (Terms). If you do not agree with these Terms, do not click the “I agree” button and stop using and uninstall the Service immediately. By using or accessing our Service, you agree to the terms below; if you don’t agree, don’t use the Service.

2. Scope

These Terms govern your use of the Services as well as any technology you download from us that references these Terms. These Terms include the Privacy Policy, Site Terms and Conditions, any Orders and any other references to Noviqu policies and attachments posted at Noviqu.com from time to time as though those policies were included in these Terms. If any of the provisions of any applicable Noviqu policy conflict with these Terms, these Terms have priority, solely to the extent such Terms apply to the Service. If you also use any of our other services, the separate terms and conditions that apply to those services will apply to you in addition to these Terms which will continue to apply to your use of the Service. By accepting these terms, you also agree to the Privacy Policy and our website terms and conditions.

3. No Charge Services

We may offer certain Services to you at no charge, including free accounts, trial use, and access to pre-release and beta products (No-Charge Services). Your use of No-Charge Services is subject to any additional terms that we specify and is only permitted for the period designated by us. We may terminate your right to use No-Charge Services at any time and for any reason in our sole discretion, without liability to you. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Services, including any support and maintenance, warranty, and indemnity obligations.

4. Subscription Service

Subject to these Terms, Noviqu shall make the Service available to users nominated by you (End Users) on a compatible computer, mobile telephone or handheld device (Device) owned or controlled by you or our End Users, solely for your internal business operations. All End Users must establish a named account on the Noviqu Platform (End User Account). You may request an End User Account by: (i) notifying us in writing; or (ii) ordering End User Accounts via the Site. The Terms of this Agreement shall also apply to any updates and upgrades subsequently provided by Noviqu to you for the Service. Noviqu shall host the Service and may update the functionality, user interface, usability and other user documentation, training and educational information of, and relating to the Service from time to time in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve the Service and customers’ use of the Service. Unless permitted by law or as otherwise expressly permitted in these Terms, you must not (nor may you authorise any third person to): (i) rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide access to the Service to a third party; (iii) reproduce, modify, adapt, create derivative works of, the Service; (iv) reverse engineer, disassemble, decompile, transfer, exchange or translate the Service or otherwise seek to obtain or derive the source code or API; (iv) remove or tamper with any disclaimers or other legal notices; (v) combine the whole or any part of the Service with any other software, data or material; (vi) store or use any part of the data you do not own in an archival database or other searchable database. You must promptly notify us in writing of any breach of these conditions of use. We give you a licence to use the Service but please do not use the Service in violation of these terms.

5. Intellectual Property Rights

You agree that all intellectual property of any sort in or associated with the Service, including all code, libraries, programs, software, documentation, content, databases, systems, logos and trademarks are owned either directly by us or by our licensors. You are not authorised to use any of our intellectual property except as is expressly allowed under these Terms. Subject to these Terms you may modify a template, training course or incident workflow in the Service for the purposes of developing customizations and additional features of a template, training course or incident workflow. . Any such modifications constitute “Your Modifications”. You may use Your Modifications solely with respect to your own instances in support of your permitted use of the Service but you may not distribute Your Modifications to any third party. Notwithstanding anything in these Terms to the contrary, Noviqu has no support, warranty, indemnification or other obligation or liability with respect to Your Modifications or their combination, interaction or use with our Services. You must indemnify, defend and hold us harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim brought against us by a third party relating to Your Modifications (including but not limited to any representations or warranties you make about Your Modifications or the Service) or your breach of this Section. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defence, or settlement of such claim; and (iii) all reasonably necessary cooperation of Noviqu at your expense. We may use your company name(s) and logo(s) on our Site, in case studies and other promotional materials. We own all intellectual property rights in the Service. You can make modifications to a template, training course or incident workflow in the Service but we’re not promising anything related to support or maintenance for your modifications. You protect us against any third party claims arising from any modifications you make.

6. Data Protection

This Section shall only apply if and to the extent that the EU General Data Protection Regulation 2016/679 ("GDPR") applies to any of the data with which you use the Service and/or No Charge Services. If this Section applies, the provisions of Appendix 1 (Data Protection Compliance) and Appendix 2 (Data Processing Agreement) shall apply.

7. Account Registration

You may need to register for an account in order to access or receive any Services. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts. To activate the Service you must either:

• a) complete the online order page (Online Order) located on the Site which contains details of:
  1. the Services being ordered;
  2. the applicable fees (Fees);
  3. number of paid End User Accounts that will form part of your organisation (Seats);
  4. the term of the Agreement (Term);
  5. the applicable form of payment;
  6. and your domain names; or
• b) execute a quote or order form (Quote/Order Form) provided by Noviqu which specifies: the Services, the Seats, the Term and the Fees, all of which are subject to this Agreement. Unless the parties agree otherwise in writing, any new Seats purchased during any Term will have a prorated term ending on the last day of that Term. When you create an account, you have to provide us with accurate information. You are responsible for any activity that occurs on your account. To start the Service you will need to complete the online order page located on the Site which contains all the details of the Services being ordered; fees, end users, the term of the Agreement, how you wish to pay for the Service and your domain names. Alternatively you will need to complete a quote or order form provided to you by Noviqu.

8. Term and Renewal

Services are provided on a subscription basis for a set Term as specified in your Order. Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Term (and you will be charged at the then-current rates) unless you cancel your subscription in writing or through your account at the Site. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination. If Noviqu does not want the Services to renew, then it will provide you written notice to this effect. This notice of non renewal will be effective upon the conclusion of the then current Term. Your agreement will automatically renew for periods equal to your initial term (at the then-current rates) unless you notify us in writing that you wish to cancel your subscription in writing prior to the end of then-current billing cycle. You will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.