These Business Terms of Service ("Terms") govern access to and use of the Novaq platform, products, software, APIs, dashboards, and services (collectively, the "Services") by businesses, organizations, healthcare providers, caregivers, institutions, and other non-consumer entities ("Business Users", "You", or "Your").
By accessing or using Novaq, You agree to be bound by these Terms. If You do not agree, You must not use the Services.
Important
You must be a legally registered entity and have the authority to enter into these Terms.
1.Definitions
- —Novaq: Refers to Novq LTD. and its affiliates.
- —Business User: Any organization, company, healthcare provider, hospital, clinic, caregiver agency, or professional entity using the Services.
- —Authorized Users: Employees, contractors, clinicians, caregivers, or agents authorized by You to access the Services.
- —End Users: Individuals whose data is processed through the Services (e.g., elders, patients, family members).
- —Customer Data: All data, content, files, messages, documents, health metrics, and information submitted to the Services.
- —Protected Health Information (PHI): Has the meaning given under applicable healthcare laws.
- —Subscription: A paid or free plan granting access to specific features.
2.Eligibility & Authority
You represent and warrant that:
- —You are a legally registered entity.
- —You have authority to enter into these Terms on behalf of Your organization.
- —All Authorized Users are at least 18 years of age. Minors are strictly prohibited — there is no parental or guardian consent option.
- —All Authorized Users act within the scope of their professional responsibilities.
- —You will use the Services only for lawful, authorized, and professional purposes.
3.Scope of Services
Novaq provides a digital platform that may include:
- —Health tracking dashboards
- —Communication tools (chat, voice, video)
- —AI-assisted insights and document processing
- —Care coordination and family access features
- —Web and mobile dashboards
- —Data visualization and reporting tools
Novaq does not provide medical advice, diagnosis, or treatment.
4.Medical & AI Disclaimer
4.1 No Medical Advice
Novaq is not a medical device and does not replace professional judgment. All medical decisions remain the responsibility of licensed professionals.
4.2 AI Limitations
AI-generated insights, summaries, or recommendations:
- Are informational only
- May be incomplete, inaccurate, or outdated
- Must be reviewed by qualified professionals
You agree not to rely solely on AI outputs for clinical or safety-critical decisions.
5.Account Responsibilities
You are responsible for:
- —Maintaining accurate account information
- —Controlling access to Authorized Users
- —All activity conducted under Your account
- —Ensuring Authorized Users comply with these Terms
You must immediately notify Novaq of unauthorized access or security breaches.
6.Data Ownership & Rights
6.1 Ownership
You retain ownership of all Customer Data.
6.2 License to Novaq
You grant Novaq a limited, non-exclusive license to process Customer Data solely to provide, maintain, and improve the Services.
6.3 Data Aggregation
Novaq may use anonymized and aggregated data for analytics, research, and product improvement.
7.Data Privacy & Security
Novaq implements industry-standard administrative, technical, and organizational safeguards. However:
- —No system is 100% secure.
- —You acknowledge inherent risks of digital data transmission.
- —You are responsible for obtaining all required consents from End Users.
8.Regulatory Compliance
You agree to comply with all applicable laws, including but not limited to:
- —Healthcare and medical regulations
- —Data protection and privacy laws
- —Pan-Canadian health data interoperability standards (including Bill S-5: Connected Care for Canadians Act)
- —Professional licensing requirements
Novaq may offer a Business Associate Agreement (BAA) and interoperability compliance documentation where legally required.
9.Acceptable Use
You shall not:
- —Use the Services for unlawful purposes
- —Misrepresent data or impersonate individuals
- —Upload malicious code
- —Reverse engineer or scrape the platform
- —Circumvent security or usage limits
- —Use the Services to harm individuals
Novaq reserves the right to suspend accounts for violations.
10.Subscriptions & Payments
10.1 Fees
Paid features require a valid Subscription.
10.2 Billing
- Fees are billed in advance
- Subscriptions auto-renew unless canceled
- No refunds except as required by law
10.3 Taxes
You are responsible for applicable taxes.
11.Third-Party Services
Novaq may integrate third-party services (e.g., payment processors, AI APIs).
Novaq is not responsible for third-party services, availability, or data practices.
12.Intellectual Property
Novaq owns all rights to: Software, Designs, Logos, Trademarks, and Documentation.
You receive a limited, non-transferable license to use the Services during Your Subscription.
13.Confidentiality
Each party agrees to protect the other's confidential information and use it only to perform obligations under these Terms.
14.Service Availability
Novaq aims for high availability but does not guarantee uninterrupted service.
Maintenance, updates, or outages may occur.
15.Termination
15.1 By You
You may terminate by canceling Your Subscription.
15.2 By Novaq
Novaq may suspend or terminate access for:
- Breach of Terms
- Non-payment
- Legal or security concerns
15.3 Effect of Termination
Upon termination: Access ends. Data may be deleted after a reasonable period.
16.Disclaimer of Warranties
The Services are provided "AS IS" and "AS AVAILABLE". Novaq disclaims all warranties, including:
- —Fitness for a particular purpose
- —Accuracy of AI outputs
- —Error-free operation
17.Limitation of Liability
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Novq LTD, ITS DIRECTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA, OR PERSONAL INJURY ARISING OUT OF THE USE OF THE SERVICES.
THE CAP
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF:
- —The total amount paid by You to Novq LTD in the six (6) months prior to the claim; or
- —The sum of ₦5,000 (Five Thousand Naira).
SOLE REMEDY: YOU AGREE THAT IF YOU HAVE NOT PAID Novq LTD ANY AMOUNTS DURING THIS PERIOD, YOUR SOLE REMEDY SHALL BE TO CEASE USING THE SERVICES AND TERMINATE YOUR SUBSCRIPTION.
18.Indemnification
You agree to defend, indemnify, and hold harmless Novq LTD and its guardian/directors from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:
- —Your use of and access to the Services
- —Your violation of any term of these Terms and Conditions
- —Your violation of any third-party right, including without limitation any privacy or intellectual property right
- —Any claim that Your or Your Authorized Users' use of the Services caused damage to a third party
Survival: This defense and indemnification obligation will survive these Terms and Your use of the Services.
19.Governing Law
These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict-of-law provisions.
Any legal action not subject to arbitration (as set forth in Section 20 below) shall be brought exclusively in the courts located in Lagos State, Nigeria.
20.Dispute Resolution; Binding Arbitration
PLEASE READ CAREFULLY — THIS AFFECTS YOUR LEGAL RIGHTS
Any dispute, controversy, or claim arising out of or relating to these Terms, including their formation, interpretation, or breach, shall be referred to and finally resolved by binding arbitration. You and Novq LTD agree to waive any right to a trial by jury or to participate in a class-action lawsuit.
20.1 Arbitration Terms
- —The Venue: The arbitration shall take place in Lagos, Nigeria (unless otherwise agreed).
- —The Rules: The arbitration will be conducted under the rules of the Lagos Chamber of Commerce International Arbitration Centre (LACIAC) and/or the Arbitration and Conciliation Act.
- —The Language: The language of the arbitration shall be English.
- —The Decision: The arbitrator's award shall be final and binding on both parties, and judgment on the award may be entered in any court having jurisdiction.
20.2 CLASS ACTION WAIVER
You and Novq LTD agree that any arbitration or legal proceeding shall be conducted solely on an individual basis and NOT as a class action, collective action, representative action, or private attorney general action.
You expressly waive any right to participate in a class action lawsuit or class-wide arbitration against Novq LTD. If this waiver is found unenforceable, the entire arbitration agreement shall be void, and disputes shall be resolved exclusively in the courts specified in Section 19.
20.3 Exceptions to Arbitration
Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or data security.
21.Changes to Terms
Novaq may update these Terms. Continued use after updates constitutes acceptance.
22.Contact Information
For legal or business inquiries:
Novq LTD.
novaq.app@outlook.com
novq.app
IMPORTANT FINAL NOTE
Novaq is a platform, not a care provider.
Responsibility for care decisions, communications, and compliance always remains with the Business User.