Terms of Service
PRIMETHINK TERMS OF SERVICE
Last Updated: April 19, 2025
These Terms of Service ("Terms") govern your access to and use of the PrimeThink platform and services (the "Service") provided by Novaware Ltd. ("Novaware," "we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.
These Terms are separate from, but complementary to, the PrimeThink Commercial License Agreement, which specifically governs the licensed use of our software. These Terms focus on account usage, user conduct, and the broader relationship between users and Novaware.
1. ACCOUNTS AND REGISTRATION
1.1 Account Creation. To use certain features of the Service, you must register for an account. When you register, you will be required to provide accurate, current, and complete information about yourself ("Registration Data") and to maintain and promptly update the Registration Data.
1.2 Account Responsibility. You are responsible for: (a) Maintaining the confidentiality of your account credentials; (b) All activities that occur under your account; and (c) Notifying us immediately of any unauthorized use of your account or other security breach.
1.3 Age Requirements. By creating an account, you represent and warrant that you are at least 18 years of age, or the legal age of majority in your jurisdiction, whichever is greater.
1.4 Account Types. The Service may offer different types of accounts with varying access levels. The specific features available to you will depend on your account type, subscription level, and any agreements between Novaware and your organization.
2. USER CONDUCT AND CONTENT
2.1 Acceptable Use. You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service: (a) In any way that violates any applicable federal, state, local, or international law or regulation; (b) To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation; (c) To impersonate or attempt to impersonate Novaware, a Novaware employee, another user, or any other person or entity; (d) To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which may harm Novaware or users of the Service.
2.2 Prohibited Activities. You further agree not to: (a) Use the Service to develop, train, or improve any similar AI product or service that competes with PrimeThink; (b) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service; (c) Attack the Service via a denial-of-service attack or a distributed denial-of-service attack; (d) Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service; (e) Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose; (f) Use any device, software, or routine that interferes with the proper working of the Service; (g) Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Service.
2.3 User Content. The Service may allow you to create, upload, store, share, or otherwise make available certain content, including but not limited to text, data, and files ("User Content"). You retain all rights to your User Content, but you grant Novaware a non-exclusive, royalty-free, worldwide, sublicensable, and transferable license to use, copy, modify, and display User Content as necessary to provide the Service to you and as otherwise permitted by these Terms.
2.4 Content Responsibility. You are solely responsible for all User Content that you upload, post, email, transmit, or otherwise make available via the Service. Novaware does not control User Content and does not guarantee the accuracy, integrity, or quality of such content.
2.5 Prohibited Content. You agree not to upload, post, email, transmit, or otherwise make available any User Content that: (a) Is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (b) Infringes any patent, trademark, trade secret, copyright, or other intellectual property rights of any party; (c) Violates the privacy or publicity rights of any person; (d) Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (e) Constitutes unauthorized or unsolicited advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
3. INTELLECTUAL PROPERTY
3.1 Ownership of the Service. The Service and its original content (excluding User Content), features, and functionality are and will remain the exclusive property of Novaware and its licensors. The Service is protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries.
3.2 Feedback. If you provide feedback, ideas, suggestions, or recommendations to Novaware regarding the Service ("Feedback"), you grant Novaware a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.
3.3 AI-Generated Content. The Service uses artificial intelligence to generate content. You acknowledge that: (a) AI-generated content may not be completely accurate, appropriate, or original; (b) Novaware does not claim ownership of AI-generated content provided to you through your use of the Service; (c) You are responsible for reviewing, evaluating, and determining the appropriateness of AI-generated content for your intended use; (d) If you choose to use AI-generated content, you are responsible for ensuring such use complies with applicable laws and does not infringe third-party rights.
4. PRIVACY AND DATA
4.1 Privacy Policy. Please refer to our Privacy Policy for information about how we collect, use, and disclose information about users of the Service. By using the Service, you consent to the collection, use, and disclosure of information as described in our Privacy Policy.
4.2 Data Processing. When you use the Service, Novaware may process your data in accordance with our Privacy Policy and any applicable Data Processing Agreement.
4.3 Anonymous and Aggregated Data. Novaware may collect anonymous and aggregated usage data solely for: (a) Debugging and troubleshooting technical issues; (b) Internal analytics to improve platform performance and stability; (c) Security monitoring and threat detection.
Novaware does not collect or exploit aggregate usage data for commercial purposes. We do not sell, rent, share, or otherwise commercially use this anonymous data. All such data is maintained in a form that does not identify you or other individual users.
4.4 Security Measures. Novaware implements reasonable security measures to protect your information. However, no method of transmission over the Internet or electronic storage is 100% secure, and we cannot guarantee absolute security.
5. SERVICE OPERATION AND CHANGES
5.1 Service Availability. Novaware will make reasonable efforts to keep the Service operational. However, we do not guarantee that the Service will be available at all times. The Service may occasionally be down for maintenance, upgrades, or other reasons. Novaware shall not be liable for any Service unavailability.
5.2 Updates and Modifications. Novaware reserves the right to modify, suspend, or discontinue the Service or any part thereof at any time, with or without notice. You agree that Novaware shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.
5.3 Service Level Commitments. Any service level commitments will be detailed in separate agreements such as the Commercial License Agreement or specific service level agreements, if applicable.
5.4 Beta Features. From time to time, Novaware may offer access to beta features or services. You understand that these beta features are offered "as is" and may contain errors, defects, or other issues. Your use of beta features is at your own risk.
6. THIRD-PARTY SERVICES AND LINKS
6.1 Third-Party Services. The Service may integrate with or contain links to third-party websites, services, or resources. Novaware is not responsible for the availability or accuracy of such third-party services or the content, products, or services available from such third parties. Your use of any third-party websites or services is at your own risk and subject to the terms and conditions of use for such websites or services.
6.2 LLM Providers. The Service may incorporate Large Language Models (LLMs) from third-party providers. You acknowledge that Novaware has no control over the operation of these third-party LLMs. Using third-party LLM providers may require additional terms or agreements directly with those providers.
7. SUBSCRIPTIONS AND PAYMENTS
7.1 Fees. Certain aspects of the Service may require payment of fees. All fees are specified in the applicable order form, subscription page, or commercial agreement, and are non-refundable except as required by law or as explicitly stated in these Terms.
7.2 Payment. You agree to provide accurate and complete billing information, including name, address, payment method, and other requested information. By submitting payment information, you authorize Novaware to charge the designated payment method for all applicable fees.
7.3 Subscription Terms and Automatic Renewal. (a) Subscriptions automatically renew for additional periods equal to the initial subscription term unless canceled before the renewal date.
(b) Novaware will provide at least thirty (30) days' written notice before the end of the current subscription term if there will be any fee changes for the renewal period.
(c) Upon notification of a fee change, you will have thirty (30) days to opt-out of automatic renewal by canceling your subscription through your account settings or by contacting our support team.
(d) If you do not opt-out within this thirty (30) day period, your subscription will automatically renew at the new price.
(e) You may cancel your subscription at any time through your account settings or by contacting our support team, but cancellation will be effective only at the end of the current subscription term.
7.4 Changes to Fees. Novaware reserves the right to change fees in accordance with Section 7.3. Your continued use of the Service after the fee change becomes effective constitutes your agreement to pay the changed amount.
7.5 Taxes. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. You are responsible for all taxes, except for taxes based on Novaware's income.
8. TERMINATION
8.1 Term. These Terms will remain in full force and effect while you use the Service or maintain an account.
8.2 Termination by You. You may terminate these Terms at any time by closing your account and discontinuing use of the Service. If you terminate these Terms, you remain liable for all outstanding fees and charges incurred before termination.
8.3 Termination by Novaware. Novaware may, in its sole discretion, suspend or terminate your account and access to the Service for any reason, including but not limited to: (a) Your violation of these Terms; (b) Your misuse of the Service; (c) Your failure to pay any fees when due; (d) Upon request by law enforcement or government agencies; (e) Upon extended periods of inactivity; or (f) For unexpected technical issues or problems.
8.4 Effect of Termination. Upon termination of your account: (a) Your right to use the Service will immediately cease; (b) You may lose access to all information, data, and content associated with your account; (c) Novaware may delete your account information and User Content; and (d) All provisions of these Terms which by their nature should survive termination shall survive, including without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
9. DISCLAIMERS
9.1 Service Provided "As Is". THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NOVAWARE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.2 No Guarantees. NOVAWARE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NOVAWARE DOES NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
9.3 AI-Generated Content. NOVAWARE DOES NOT WARRANT OR GUARANTEE THE ACCURACY, QUALITY, COMPLETENESS, CURRENCY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY AI-GENERATED CONTENT CREATED THROUGH THE SERVICE. YOU USE SUCH CONTENT AT YOUR OWN RISK.
10. LIMITATION OF LIABILITY
10.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOVAWARE, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF NOVAWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Aggregate Liability. IN ANY CASE, NOVAWARE'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO THE AMOUNT YOU HAVE PAID NOVAWARE IN THE LAST 12 MONTHS OR £100, WHICHEVER IS GREATER.
10.3 Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you.
11. INDEMNIFICATION
11.1 Indemnification by You. You agree to defend, indemnify, and hold harmless Novaware, its affiliates, and their respective directors, officers, employees, and agents from and against all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from: (a) Your use of the Service; (b) Your violation of these Terms; (c) Your User Content; (d) Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or (e) Any claim that your User Content caused damage to a third party.
11.2 Defense. Novaware reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to any principles of conflicts of law.
12.2 Dispute Resolution. Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language of the arbitration shall be English.
12.3 No Class Actions. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, you waive any right to a jury trial.
13. GENERAL PROVISIONS
13.1 Entire Agreement. These Terms, together with the Privacy Policy and any additional terms or policies incorporated by reference, constitute the entire agreement between you and Novaware regarding the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
13.2 No Waiver. No failure or delay by Novaware in exercising any right under these Terms shall constitute a waiver of that right.
13.3 Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary so that the remaining provisions of the Terms will continue in full force and effect.
13.4 Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Novaware's prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and void. Novaware may freely assign or transfer these Terms without restriction.
13.5 Notices. Any notices or other communications provided by Novaware under these Terms will be given by posting to the Service or, at Novaware's discretion, by email to the email address provided in your account.
13.6 Relationship of the Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and Novaware.
13.7 Force Majeure. Novaware shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
13.8 Contact Information. If you have any questions about these Terms, please contact us at:
Novaware Ltd. 41 Great Portland Street London W1W 7LA United Kingdom Email: legal@novaware.io
14. CHANGES TO TERMS
14.1 Updates to Terms. Novaware reserves the right to modify these Terms at any time. If we make material changes to these Terms, we will provide notice through the Service, or by other means, to give you a reasonable opportunity to review such changes before they become effective.
14.2 Continued Use. Your continued use of the Service after the effective date of any changes to these Terms constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.
BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.