Novus Loyalty a is operated by Clavax LLC . ("Novus", "we", "us" and "our") offers various products and services to help merchants manage loyalty reward programs for their customers including online through the Novus Loyalty platform (the "Platform") and the Novus Loyalty website (the "Website").
Novus Loyalty. ("Novus Loyalty", "we", "us" and "our") offers various products and services to help merchants manage loyalty reward programs for their customers including online through the Novus Loyalty platform (the "Platform"), to help customers see and use their points (the "Wallet") and the Novus Loyalty website (the "Website").
This Agreement applies to all users of our Software and Services, including the following categories:
References to "Users" include all individual end users of the Services. This encompasses employees, representatives, consultants, contractors, or agents of a Merchant, as well as all Customers and any other individuals who access or use the Services.
The terms "you" and "your" refer either to you personally (if acting in your individual capacity) or to the legal entity on whose behalf you are entering into this Agreement (if acting in a representative capacity).
If you are an individual entering into this Agreement on your own behalf — for example, as a Customer or as a sole proprietor Merchant — you are considered a User under this Agreement. If you are acting on behalf of a legal entity (such as a corporation or other organisation), you represent and warrant that you have the authority to bind that entity to this Agreement.
You are responsible for ensuring that all employees, representatives, consultants, contractors, and agents who access or use the Services on your behalf comply with this Agreement. If you are a Merchant, this includes all Users who create or use an account associated with your organisation (each, an "Account").
Even if you access the Services through another platform — for example, one that integrates with our Platform — your use of the Services remains subject to the terms of this Agreement.
These Terms of Use, together with your selected Subscription Plan (if applicable) and any other documents or additional terms issued by Novus or Clavax and expressly incorporated by reference (collectively, the "Agreement"), constitute a binding legal agreement between you and Novus or Clavax. This Agreement governs your access to and use of the Services.
By accessing or using any Services provided by Novus, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, you are not authorised to access or use the Services.
We reserve the right, at our sole discretion, to update or amend this Agreement at any time by publishing a revised version on the Website. Unless otherwise stated, all such amendments take effect immediately upon publication and apply to your continued access to and use of the Services.
Your continued use of the Services after any changes are published constitutes your acceptance of the updated Agreement.
If you originally accessed the Services under an agreement entered into prior to 1 January 2018, you agree that such prior agreement is hereby terminated. From that date onward, your use of the Services is governed exclusively by the terms of this Agreement, regardless of any conflicting provisions in the earlier agreement.
Except for Services that are made available free of charge, access to the Services is provided through a paid subscription under a Subscription Plan. Subject to your compliance with this Agreement and the timely payment of all applicable fees, Novus grants you a limited, non-exclusive, non-transferable right to access and use the Services during the subscription period specified in your selected Subscription Plan (the "Subscription Term"), as well as any Services we expressly provide free of charge.
The Services may include online tools, materials, and resources designed to assist Merchants in creating and managing their loyalty rewards programs. These tools and materials are provided for general informational purposes only. They are not guaranteed to be accurate, complete, or current and should not be considered legal, accounting, tax, or other professional advice.
You are solely responsible for all decisions regarding the design, implementation, and operation of your loyalty program. Applicable laws and regulations may govern loyalty rewards programs in your jurisdiction, and it is your responsibility to identify and comply with all such legal requirements.
To use the Platform, including features such as the Points Wallet and Coupons, each User must register and create an Account with Novus by providing certain information, which may include their name, email address, username, and password (collectively, the "ID").
You are solely responsible for maintaining the confidentiality of your IDs. You agree not to use any ID belonging to another person, share your ID with others, or disclose your ID to any third party. You are also responsible for all activities, charges, and liabilities incurred through your Account, whether such use is authorised by you or not.
If you become aware of any unauthorised use of an Account or any misuse of an ID, you must notify us immediately. You are responsible for ensuring that each of your Users provides accurate, current, and complete Account information at all times, and for notifying us of any changes to that information.
Certain Services may be subject to specific usage limits and restrictions (collectively, "Usage Limits"), which may be outlined in your Subscription Plan or otherwise published on the Services. Usage Limits may include restrictions on geographic access, the number of permitted Users, the number of recipients or customers you may engage with, or limits on transaction volumes.
You are responsible for monitoring and ensuring compliance with all applicable Usage Limits. We reserve the right to add, modify, or remove Usage Limits at our discretion, and will provide notice of any such changes.
We reserve the right, at any time and for any reason (or no reason), to modify, suspend, withdraw, terminate, or otherwise alter any aspect of the Services — including features, functionalities, or the Services themselves — without notice or liability to you.
You are solely responsible for obtaining, maintaining, and securing all telecommunications services, internet access, computer hardware, software, and other equipment necessary to connect to and use the Services.
You agree to pay all fees specified in your selected Subscription Plan or in any separate signed agreement with Novus (collectively, the “Service Fees”). Unless otherwise stated:
All Service Fees and any other amounts payable to Novus under this Agreement are exclusive of taxes, including but not limited to sales, use, value-added, excise, or other similar taxes, tariffs, or duties (collectively, “Taxes”). You are solely responsible for paying all applicable Taxes, even if not specifically itemized in your Subscription Plan.
You agree to promptly reimburse Novus for any Taxes paid on your behalf, unless you provide valid documentation demonstrating that such Taxes are not applicable to you.
We may monitor or remotely audit your use of the Services to determine compliance with any applicable Usage Limits. If you exceed any Usage Limits, you agree to pay additional fees at our then-current overage rates. We are not obligated to notify you in advance of any such overages.
Unless otherwise specified in your Subscription Plan or another agreement, all Service Fees are payable in advance of the Subscription Term start date.
Payments must be made in the currency stated in the Subscription Plan or other relevant agreement, and without any set-off or deduction. While Novus may offer third-party payment options for your convenience, we are not liable for the performance, availability, or security of any third-party payment services or their providers.
The Services contain various forms of content and data, including but not limited to text, images, photos, videos, audio, and documents, which are owned or licensed by Novus, its suppliers, or its licensors (collectively, "Novus Content").
The Services and Novus Content are protected by copyright, trademark, patent, trade secret, and other applicable intellectual property laws. As between you and Novus, Novus retains all right, title, and interest in and to the Services and Novus Content, including all registered and unregistered intellectual property rights in any jurisdiction.
Access to the Services under your Subscription Plan is provided on a subscription basis only for the applicable Subscription Term; Services are not sold to you. Subject to your compliance with this Agreement, you are granted a limited, non-exclusive, non-transferable license to access and use the Services, including any provided code or APIs, solely for the purpose of using the Services on your own website or platform as intended.
All rights not expressly granted to you under this Agreement are reserved by Novus. You may not copy, modify, translate, broadcast, transmit, distribute, perform, display, use, or sell any Novus Content or the Services beyond the scope expressly permitted here. You may not reproduce, duplicate, sell, resell, or exploit any part of the Services for commercial purposes without our prior written consent.
You must not alter, disable, or interfere with any part of the Services or their functionalities.
As part of your Subscription Plan or separate agreement, you may be permitted or required to use trademarks owned or licensed by Novus ("Novus Marks") to indicate your use of our Services. You are authorised to use the Novus Marks solely for this purpose and in compliance with any brand or usage guidelines provided by us.
You must ensure that any goods or services offered in connection with the Novus Marks: (i) comply with the terms of this Agreement, and (ii) include a loyalty program operated by Novus.
Any goodwill derived from your use of the Novus Marks will automatically accrue to Novus. Novus reserves the right to inspect any associated goods or services to ensure compliance with this Agreement.
You agree not to, and will ensure your Users do not, do any of the following:
If you, your Users, or your customers submit feedback, suggestions, comments, or any other information to Novus, you grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, host, reproduce, modify, adapt, publish, transmit, display, and otherwise exploit that information as part of our Services or operations.
You waive any moral rights in such submissions and agree to obtain the same waivers from your Users and customers, where applicable
You may create, submit, and share content via the Services, including text, images, photos, videos, audio, and documents ("User Content"). You are solely responsible for all User Content submitted through the Services and any consequences arising from such submission.
Novus does not verify the accuracy, quality, legality, or appropriateness of User Content and is not responsible for any infringement, violation of law, or other consequences arising from it. Although we reserve the right to monitor, edit, remove, or restrict User Content, we are under no obligation to do so. You agree that Novus will not be liable for any damages related to User Content submitted by you or any third party.
You are responsible for obtaining all necessary rights, consents, licenses, and waivers required to submit and use User Content through the Services, including rights from intellectual property holders and any individuals identifiable in the content.
If you are a Merchant, you acknowledge that Novus may collect electronic data relating to you, your Users, and your customers that is uploaded or otherwise provided via the Services ("Merchant Data"). You are solely responsible for ensuring that all required consents, releases, and authorisations under privacy and data protection laws have been obtained from your Users and customers to allow Novus to collect, use, process, and disclose Merchant Data as contemplated by this Agreement.
By using the Services, you represent and warrant that all necessary permissions have been secured and that your collection and sharing of Merchant Data is fully compliant with all applicable privacy, data protection, and other legal obligations.
You retain all rights to your User Content. However, by submitting User Content through the Services, you grant Novus a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, host, reproduce, process, modify, publish, distribute, and display the User Content in connection with the operation and improvement of the Services.
This includes, but is not limited to, the right to:
We may retain server copies of deleted or removed User Content but will not display, distribute, or publish such content without further authorisation.
You represent and warrant that:
You agree not to submit any content that:
Novus reserves the right to remove any prohibited content, suspend or terminate your account, and report such conduct to law enforcement if deemed appropriate.
Novus may preserve or disclose User Content and Merchant Data if required to do so by Applicable Law, or if we believe in good faith that such action is necessary to:
If you are a Merchant, you grant Novus a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to collect, anonymize, and aggregate data derived from User Content, Merchant Data, and your use of the Services ("Anonymized Aggregated Data"). Such data will not identify you, your Users, customers, or any other identifiable individuals.
You agree that Novus:
This data is intended to help Merchants enhance their loyalty offerings, improve the customer experience, and allow Novus to refine its platform and reputation as a provider of loyalty and rewards services.
You may create, submit, and use text, images, photos, videos, audio, and documents ("User Content") through the Services. You are solely responsible for all User Content submitted and for any consequences that arise from it. Novus does not verify the accuracy, quality, legality, or appropriateness of any User Content and is under no obligation to review, edit, or remove it. We may, at our discretion, review or filter User Content, but we assume no responsibility for identifying legal violations or intellectual property infringements. Novus accepts no liability for any damage or loss arising directly or indirectly from User Content.
You are responsible for obtaining all necessary rights, licenses, waivers, and consents to use the Services and submit User Content. This includes permissions from copyright holders, trademark owners, and any individuals depicted in or contributing to such content.
If you are a Merchant acting as a business entity, Novus may receive and process data relating to you, your Users, and your customers, including personal information for which you are the data controller under privacy and data protection laws ("Merchant Data"). You are solely responsible for obtaining all necessary rights and consents from customers and other third parties to allow Novus to collect, use, and disclose Merchant Data as set out in this Agreement. You further warrant that you have made all necessary disclosures to your Users and customers as required by applicable law, and that by using the Services, you have secured the appropriate permissions for Novus to process Merchant Data accordingly.
You retain ownership of all rights, title, and interest in your User Content. However, by submitting User Content through the Services, you grant Novus a worldwide, irrevocable, perpetual, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, host, process, reproduce, adapt, publish, distribute, display, and otherwise exploit the User Content as necessary to operate and improve the Services.
This license includes, without limitation, the right to deliver content based on Merchant preferences; store, format, and analyse User Content; develop reports and insights; use content in testing and development; and display relevant content to Customers using the Wallet or other features. Additionally, you grant Novus and its users the right to view User Content through the Services, and Novus reserves the right to retain server copies of User Content that has been deleted or removed, though these will not be publicly displayed or republished.
You represent and warrant that you have all necessary rights, permissions, and consents to submit the User Content, and that doing so will not infringe upon the rights of any third party. You also confirm that Novus will not be required to pay any third-party fees for the use, distribution, or display of your User Content.
You agree not to upload or use any content that is illegal, harmful, offensive, or otherwise prohibited under this Agreement. This includes, but is not limited to, content that contains gratuitous violence, hate speech, harassment, illegal drug use, spam, false or misleading information, defamatory material, or instructions for illegal activity. Content that violates the rights of others, including intellectual property or privacy rights, is strictly forbidden. Novus reserves the right to take any action it deems appropriate, including removing offending content, suspending or terminating accounts, and reporting violations to law enforcement.
Novus may preserve or disclose User Content and Merchant Data if required by law or if we believe such action is reasonably necessary to comply with legal obligations, enforce this Agreement, respond to rights claims, or protect the rights, safety, or property of Novus, its users, or the public.
If you are a Merchant, you grant Novus a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to anonymize and aggregate data derived from your use of the Services. This includes metrics and data related to User Content, Merchant Data, and any other information associated with your or your Users' use of the Services ("Anonymized Aggregated Data"), provided that such data cannot be used to identify you, your Users, customers, personnel, or any other identifiable individual.
You acknowledge and agree that Novus retains full ownership of all Anonymized Aggregated Data and may use it at its sole discretion. This includes the right to create derivative works from such data, extract insights, and use it to deliver, enhance, maintain, or improve the Services, or for any other operational, commercial, or analytical purpose.
Novus may also disclose, publish, or sell Anonymized Aggregated Data to third parties through any medium, provided that no personal or identifiable information is revealed. Our purpose in collecting and using this data is to support the development of systems that enable Merchants to deliver better customer experiences, ensure customers receive more relevant offers, and allow Novus to continually enhance its Services and overall value as a provider of loyalty and rewards platforms.
You confirm that your use of the Services complies with all applicable laws. It's your responsibility to ensure the Services meet your legal requirements. Novus Loyalty (referred to as "Novus" in parts) is not liable if they don't.
If you're a Merchant, this includes following privacy, data protection, and anti-spam laws. You agree to:
We may respond directly to data subject access requests under privacy laws, or we may refer them to you.
Novus uses technical and organizational safeguards to protect your content and data. However, since data travels over third-party networks, we can't guarantee complete security or that breaches won't occur.
If you discover a security issue, notify us immediately at info@novusloyalty.com. We'll respond within 24 hours and handle reports confidentially and respectfully.
If there's a breach, you must notify us right away. If personal data under your control is affected, we'll notify you without undue delay and ask for your cooperation in addressing it.
Service access may be interrupted for maintenance or upgrades. While we aim to minimize disruptions, we can't always give advance notice, especially in emergencies.
Some features interact with third-party services. You may need separate accounts or purchases to use them.
Your use of third-party services is at your own risk. We don't control or guarantee them and are not liable if they stop working or change. You must follow their terms and review their privacy policies.
If you use third-party services, you authorize:
Novus is not liable for how third-party services handle your data.
YOU USE THE SERVICES AT YOUR OWN RISK. THEY ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NOVUS MAKES NO WARRANTIES, INCLUDING:
SOME WARRANTIES CANNOT BE EXCLUDED UNDER LAW, BUT ALL OTHERS ARE DISCLAIMED.
You agree to protect and hold harmless Novus and its partners from any claims related to:
TO THE FULLEST EXTENT ALLOWED BY LAW, NOVUS IS NOT LIABLE FOR:
THESE LIMITS APPLY REGARDLESS OF THE LEGAL THEORY OR IF WE WERE WARNED OF POTENTIAL ISSUES.
This Agreement starts when you first access the Services and continues until we terminate it. Subscription renewals follow your selected plan terms. If there's no set renewal term, subscriptions renew monthly unless you cancel with two weeks' notice.
We may suspend or terminate your access at any time, especially for non-payment or legal violations.
Your right to access the Services ends immediately.
Merchants may retrieve customer data (e.g., name and points) for 7 days after termination. After that, Novus may delete all data.
You give Novus permission to use your name and logo in marketing materials.
We're not liable for delays or failures caused by events beyond our control (e.g., strikes, natural disasters, acts of war).
Except as stated, both parties retain all rights and remedies allowed by law.
This Agreement is the full and final understanding between both parties.
You'll take necessary steps to help enforce this Agreement if needed.
You can't transfer this Agreement without our consent. We may assign it at our discretion.
Any waiver must be in writing. If a section is unenforceable, the rest remains valid.
If there's a conflict between this Agreement and your subscription plan, this Agreement takes precedence.
This Agreement is governed by Indian law. You agree to resolve disputes in Gurgaon, Haryana, and waive the right to a jury trial.
This Agreement doesn't create a partnership or agency relationship.
If you access the Services from outside USA, you do so at your own risk and must follow local laws. You're responsible for any taxes, fees, or customs charges.
Terms like "including" are not limiting. Headings are for convenience and don't affect interpretation.
For questions, contact info@novusloyalty.com.
