Last Updated: February 23, 2026
IMPORTANT: Please read this End User License Agreement ("Agreement" or "EULA") carefully before using the services provided by Nova Codes LLC. By accessing or using our services, you agree to be bound by the terms of this Agreement.
In this Agreement, the following terms shall have the meanings set forth below:
By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you must not access or use our Services.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. If you do not have such authority, you must not accept this Agreement or use our Services.
Subject to your compliance with this Agreement and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your internal business purposes.
Upon full payment for any custom Deliverables, we grant you a non-exclusive, perpetual license to use, modify, and deploy such Deliverables for your internal business purposes. Unless otherwise specified in a separate written agreement, we retain ownership of all underlying frameworks, libraries, tools, and methodologies used to create the Deliverables.
You shall not:
All right, title, and interest in and to the Services, including all associated Intellectual Property rights, are and will remain with Nova Codes LLC. This Agreement does not grant you any rights to our trademarks, service marks, or logos.
We retain all rights to any pre-existing code, frameworks, libraries, tools, and methodologies that we use in providing Services or creating Deliverables. Where such materials are incorporated into Deliverables, you receive only a license to use them as part of the Deliverables.
You retain all rights to any data, content, or materials you provide to us in connection with the Services ("Your Content"). You grant us a limited license to use Your Content solely to provide the Services to you.
You agree to pay all fees specified in any order form, statement of work, or invoice provided by us. All fees are due within thirty (30) days of the invoice date unless otherwise specified.
All fees are exclusive of taxes. You are responsible for paying all applicable taxes, excluding taxes based on our net income.
Late payments may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. We reserve the right to suspend Services for accounts with outstanding balances.
Each party agrees to hold the other party's Confidential Information in confidence and not to disclose it to any third party except as necessary to fulfill obligations under this Agreement. "Confidential Information" includes all non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.
We warrant that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any Deliverables, we warrant that they will substantially conform to the agreed specifications for a period of thirty (30) days following delivery.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
We do not guarantee any specific results, outcomes, revenue increases, cost savings, or other benefits from the use of our Services. Any projections, estimates, or examples provided are for illustrative purposes only.
8.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NOVA CODES LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations set forth in this section shall apply even if any limited remedy fails of its essential purpose.
You agree to indemnify, defend, and hold harmless Nova Codes LLC and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
This Agreement commences on the date you first access or use our Services and continues until terminated in accordance with this section.
Either party may terminate this Agreement upon thirty (30) days' written notice to the other party.
Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice thereof.
Upon termination:
This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.
Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may pursue resolution through binding arbitration in accordance with the rules of the American Arbitration Association.
Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and each party consents to the jurisdiction of such courts.
This Agreement, together with any order forms, statements of work, or other documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
We reserve the right to modify this Agreement at any time. Material changes will be communicated to you via email or through our platform. Your continued use of the Services after such modifications constitutes acceptance of the updated Agreement.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement without restriction.
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or government actions.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
If you have any questions about this Agreement, please contact us:
Nova Codes LLC
Email: liam@nova.codes
Website: nova.codes
BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.