Legal
These license terms are an agreement between NOVA AI Labs Private Limited, a company incorporated in India ("Company", "we", "us", or "our"), and you, and the entity you represent ("you", "your", or "Customer"). They apply to NOVA, our artificial-intelligence spreadsheet assistant that you download from the Microsoft Office Store, acquire from within the settings of a Microsoft Office product, or access through our web service, together with our related websites, hosted services, application programming interfaces, and documentation (collectively, the "Service" or "App"). This agreement also applies to any updates and supplements for the App, unless other terms accompany those items, in which case those terms apply.
BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE APP, OR BY CLICKING "I AGREE" (OR A SIMILAR CONTROL), YOU ACCEPT THIS AGREEMENT. If you are entering into this agreement on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" refers to that organization. If you do not agree, you have no right to (and must not) download, install, access, or use the App.
If the App enables access to any Internet-based services, your use of those services is also subject to our Privacy Policy at https://www.nova-labs.in/privacy.
"AI Output" means any text, formulas, code, tables, analyses, summaries, or other content the Service generates in response to Inputs.
"Customer Data" means data you or your Users submit to, or that is generated for you through, the Service, including Inputs and AI Output.
"Documentation" means the user guides, help content, and specifications we make available for the Service.
"Inputs" means the spreadsheet content, prompts, files, instructions, and other data you submit to the Service.
"Subscription Term" means the period for which you have purchased or been granted access to the Service.
"Users" means your employees, contractors, and other individuals you authorize to use the Service under your account.
Subject to your compliance with this agreement and, where applicable, payment of all fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to install and use the App for your own internal business purposes, up to the number of Users or seats you have purchased. You may install and use the App on Windows devices, web browsers, macOS, or other supported platforms that are affiliated with the Microsoft account or user account you use to access the Office Store, the Office product, or our web service. You may not install or use a copy of the App on a device you do not own or control. The App is licensed, not sold, and we reserve all rights not expressly granted.
You will not, and will not permit any User or third party to:
You must provide accurate registration information and keep it current. You are responsible for maintaining the confidentiality of account credentials and for all activity under your account, and you will ensure your Users comply with this agreement. You must promptly notify us of any unauthorized access or use.
The App connects to computer systems over an Internet-based network to provide AI-powered spreadsheet analysis. Using the App operates as your consent to the transmission of standard device information and the Inputs you choose to submit, for the purpose of providing those Internet-based services, as described in our Privacy Policy. You may not use any Internet-based service in any way that could harm it or impair anyone else's use of it, or to attempt to gain unauthorized access to any service, data, account, or network.
You acknowledge and agree that:
As between you and us, you retain all rights in your Inputs. As between you and us, you own AI Output to the extent any party may own it, and we assign to you any rights we may have in AI Output, subject to your compliance with this agreement. You acknowledge that the legal status and ownership of AI-generated content is uncertain and may vary by jurisdiction, and we make no representation that AI Output is protectable or free of third-party rights.
You grant us a worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Inputs and AI Output solely as necessary to provide, secure, maintain, and improve the Service consistent with Section 8, and to comply with law. You represent and warrant that you have all rights, consents, and permissions necessary to submit Inputs and to permit their processing, and that your Inputs and your use of the Service do not violate any law or third-party right.
Our processing of personal data is described in our Privacy Policy at https://www.nova-labs.in/privacy. Where we process personal data on your behalf, you are the controller and we are the processor.
We do not use Customer Data or Inputs to train or improve our or any third party's artificial-intelligence models, except with your prior consent.
We engage third-party service providers to process Customer Data on our behalf solely to provide, secure, and support the Service, including providers of cloud-hosting and artificial-intelligence model services. We will make available to you, on written request, a then-current list identifying these subprocessors. We will give you reasonable prior notice before a new subprocessor begins processing your personal data, and you may object on reasonable data-protection grounds; if we are unable to reasonably address your objection, you may terminate the affected subscription as your sole remedy. We configure these providers so that Customer Data and Inputs are not used to train their models and are subject to no- or limited-retention handling.
The Service relies on third-party services, including cloud-hosting and AI-model providers, and operates within Microsoft Excel and the Microsoft ecosystem. Your use of those third-party services and platforms is governed by their respective terms. We are not responsible for third-party services, and their availability, changes, or failures may affect the Service. Microsoft, your device manufacturer, and your wireless carrier are not parties to this agreement and are not obligated to provide support for the App. Nothing in this agreement changes the terms of your relationship with Microsoft regarding Microsoft Office, the Office Store, or any other Microsoft product or service.
If Documentation is provided with the App, you may copy and use it solely for your internal reference purposes.
If you acquire the Service through the Microsoft Marketplace or Office Store, billing, invoicing, taxes, and payment are handled by Microsoft under your agreement with Microsoft, and the payment terms of that agreement control. If you purchase the Service directly from us, you agree to pay all fees stated at the time of purchase. Unless stated otherwise: subscriptions renew automatically unless cancelled before renewal; we may change fees on prior notice effective at your next renewal; fees are exclusive of taxes, for which you are responsible; and all fees are non-refundable except as required by applicable law or expressly stated in an order.
We may offer features identified as beta, preview, evaluation, or experimental ("Beta Features"). Beta Features are provided "as is", without warranty, may be changed or discontinued at any time, and are excluded from any service commitments. Sections 16 and 17 apply fully to Beta Features.
If you provide suggestions, ideas, or other feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license under your non-patent intellectual-property rights to use, modify, and commercialize the Feedback without restriction or obligation to you.
We and our licensors own all right, title, and interest in and to the Service, including all software, models, prompts, user interfaces, Documentation, and related intellectual property, and all improvements to the foregoing. Except for the limited license in Section 2, no rights are granted to you by implication, estoppel, or otherwise.
Each party may receive non-public information of the other that is designated confidential or that should reasonably be understood as confidential ("Confidential Information"), and will use it only to exercise its rights and perform its obligations under this agreement and protect it with reasonable care. This does not apply to information that is or becomes public without breach, is independently developed, or is rightfully received from a third party without restriction.
The App may be subject to Indian, United States, European Union, or other technology-control, sanctions, and export laws and regulations. You will comply with all applicable laws and regulations that apply to the technology used, employed, or supported by the App, and you represent that you are not located in, or a resident of, an embargoed jurisdiction or on any restricted-party list.
THE APP, INCLUDING ALL AI OUTPUT, IS LICENSED "AS IS", "WITH ALL FAULTS", AND "AS AVAILABLE", AND YOU BEAR ALL RISK OF USING IT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE. You may have additional consumer rights under your local laws that this agreement cannot change.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY.
EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) US$100.
This limitation applies to anything related to the App, services made available through the App, or AI Output, and to claims for breach of contract, breach of warranty, strict liability, negligence, or other tort, even if a remedy does not fully compensate you or we knew of the possibility of the damages. It does not apply to liability arising from a party's fraud or willful misconduct, or to any liability that cannot be excluded or limited under applicable law.
By you. You will defend, indemnify, and hold harmless the Company and its affiliates, officers, and employees from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to (a) your Inputs or Customer Data; (b) your use of the Service or AI Output; (c) your violation of this agreement or applicable law; or (d) your violation of any third-party right.
By us. Except as expressly agreed in a separate signed agreement, we provide no indemnity under this agreement. Any indemnity we may separately agree to does not extend to any claim arising from AI Output, your Inputs or Customer Data, or your use of the Service other than as described in the Documentation.
This agreement applies for as long as you access or use the Service. We may suspend or terminate your access immediately if you breach this agreement, fail to pay fees when due, or create a security, legal, or operational risk. On termination, your license ends and you must stop using the App. We will handle Customer Data on termination as described in our Privacy Policy. Sections that by their nature should survive (including Sections 1, 3, 6, 7, 13, 14, 16, 17, 18, and 21) survive termination.
The App is provided "as is". Contact us to determine whether any support services are available. Microsoft, your device manufacturer, and your wireless carrier are not obligated under this agreement to provide support services for the App.
Direct and web-service purchases. If you acquired the App directly from us or through our web service, this agreement is governed by the laws of India, without regard to its conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this agreement (a "Dispute") through informal negotiation within thirty (30) days of written notice. Any Dispute not resolved within that period will be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, as amended, by a sole arbitrator appointed by mutual agreement of the parties or, failing agreement, in accordance with that Act. The seat and venue of arbitration will be Mumbai, India, and the language will be English. The award will be final and binding. Subject to the arbitration agreement, the courts at Mumbai, India will have exclusive jurisdiction, and nothing in this Section prevents either party from seeking interim or injunctive relief from those courts to protect its intellectual property or Confidential Information.
Office Store and other distribution channels. If you acquired the App through the Microsoft Office Store, the Microsoft Marketplace, or another distribution channel, the governing-law, dispute-resolution, and other terms of the applicable marketplace agreement (including the Microsoft Marketplace Standard Contract and any amendment we publish) control over this Section, and otherwise the laws of the country in which you acquired the App apply, subject to Microsoft's distribution terms.
Modifications. We may modify the Service and these terms. We will provide notice of material changes, and your continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the App.
Assignment. You may not assign this agreement without our prior written consent. We may assign it in connection with a merger, acquisition, or sale of assets, or to an affiliate.
Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
Entire Agreement; Severability; Waiver. This agreement, together with our Privacy Policy and the terms for supplements and updates, is the entire agreement for the App and supersedes prior agreements on its subject matter. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will stay in effect. No waiver is effective unless in writing. This Section cannot be construed to change the terms of your relationship with Microsoft.
Relationship; No Third-Party Beneficiaries. The parties are independent contractors. This agreement creates no third-party beneficiary rights.
Notices. We may provide notices by email, through the Service, or by posting. Notices to us must be sent to the address below.
If you have any questions about this End User License Agreement, please contact us at:
NOVA AI Labs Private Limited
Floor 6, Lightbridge, Hiranandani Business Park,
Powai, Mumbai, Maharashtra, India – 400072
team@nova-labs.in