Terms of Service | NovoCreation

These Terms of Service (the "Terms") form a binding agreement between NovoCreation LLC, a Connecticut limited liability company ("NovoCreation," "we," "us"), and the individual or entity purchasing services or hardware, accessing the makerspace, or otherwise engaging with us (the "Client," "you"). You accept these Terms by (a) signing a proposal or statement of work that references them, (b) paying a deposit or invoice, (c) clicking "I agree" during checkout, or (d) continuing to use any service after being presented with these Terms.

When documents conflict, the order of precedence is: (i) a signed Master Services Agreement if one exists, (ii) the Statement of Work, Proposal, or approved Estimate specific to the engagement, (iii) these Terms, and (iv) any supplementary policy referenced in these Terms (e.g., the Privacy Policy, Cancellation Policy, or Makerspace Acceptable Use).

Estimates and proposals are valid for thirty (30) days from issuance unless otherwise stated. No binding commitment is created until (a) a deposit is received or (b) we issue a written confirmation of engagement, whichever comes first. We reserve the right to decline any engagement that conflicts with our capacity, values, professional judgment, or technical capabilities.

See novocreation.online/terms and novocreation.online/privacy for the latest service terms and privacy policy.

01 — Acceptance, Formation, and Order of Precedence

02 — Scope of Services

NovoCreation offers five service lines. The specific scope, deliverables, and exclusions for each engagement are set by the applicable Statement of Work or Proposal; this section describes the general shape of each line.

Managed IT and Networking. Network architecture, endpoint management, firewall and VLAN configuration, help desk, patching, cloud administration (Google Workspace, Microsoft 365), and ongoing monitoring. Uptime expectations and response-time SLAs, when committed, are defined per engagement and measured on a monthly basis.
Web and Mobile Development. Custom application development, marketing websites, integrations, headless CMS setup, and progressive web apps. Covered under the warranty in §13 for 30 days from acceptance.
Creative and Design. Brand identity, visual systems, logo and mark design, typography and color systems, packaging and collateral, photography direction, and campaign creative. Includes defined revision rounds per §09.
Automation and AI Integrations. Workflow automation, bot and agent development, data pipelines, and the integration of third-party AI models. Subject to the AI-specific terms in §12.
Payment Infrastructure (Novopay). Deployment of deterministic blockchain deposit proxies, on-chain payment monitoring, automated settlement vaults, and merchant dashboard access.
Makerspace and Hardware. Day passes, memberships, print jobs, workshops, and volume packs sold through the Makerspace storefront, plus physical hardware (boards, materials credits) sold as welcome-kit add-ons. Governed additionally by §18 (Makerspace) and §19 (Hardware).
AI Compute Node. Procurement, installation, and ongoing Network Operations Center (NOC) management of private AI compute nodes at client-owned locations (residential and SMB facilities). Includes hardware commissioning, network segmentation, VLAN isolation, and 24/7 GPU health and uptime monitoring. The client owns all hardware outright from day of delivery; NovoCreation provides the managed services layer. Software stack (Ollama, Open WebUI, Stable Diffusion/ComfyUI) is pre-installed at handoff and remains the client's to operate independently. Clients may supply their own compatible hardware (BYOH) or custom model weights (BYOW) subject to a compatibility assessment and additional labor fees. See §06 for recurring NOC billing terms and §13 for hardware warranties.

Any service not expressly listed in the applicable SOW or Proposal is out of scope and will be quoted separately as a change order per §09.

03 — Blockchain Payments and On-Chain Finality

For clients using Novopay or other blockchain services, you acknowledge that blockchain transactions are technologically irreversible. Once a payment is confirmed on the Ethereum network (or any applicable L2), it cannot be reversed, canceled, or "charged back" through NovoCreation. You are solely responsible for ensuring the accuracy of recipient addresses and transaction amounts.

Self-Custody and Security. While NovoCreation provides the infrastructure to monitor and sweep payments, you remain the sole custodian of your private keys and recovery phrases. NovoCreation does not have access to your private keys and cannot recover funds lost due to compromised credentials or lost keys.

04 — Client Obligations

To keep engagements on schedule and on budget, you agree to provide, in a timely manner:

All content, credentials, brand assets, reference materials, and access (e.g., DNS, registrar, hosting, admin accounts, API keys) reasonably required for the engagement.
A single primary point of contact empowered to approve deliverables and sign off on change orders.
Responses to review requests within 48 business hours. Delays beyond this window may push timelines and, for fixed-fee engagements, may trigger a re-scoping discussion.
Accurate information about the intended use of deliverables, target audience, and any regulatory or compliance constraints (HIPAA, PCI DSS, GLBA, ITAR, FDA, ATF, COPPA, etc.). We rely on your disclosures; undisclosed regulatory obligations are outside the engagement scope.
Warranties that any content you provide (text, images, code, hardware designs) is either owned by you or properly licensed for the intended use. See §15 (Indemnification).

05 — Compliance and Merchant Verification (KYC/AML)

To comply with applicable laws, including Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) regulations, NovoCreation may require you to complete identity verification ("KYC") before accessing certain features of Novopay.

You agree to provide accurate and complete information during verification and acknowledge that NovoCreation may suspend or terminate your account if we suspect fraudulent activity or if you fail to meet our compliance standards. We use third-party identity providers (e.g., Sumsub, Persona) to process this verification; your data is handled per our Privacy Policy.

06 — Fees, Invoicing, and Payment

Unless the Proposal or SOW states otherwise:

A non-refundable deposit of fifty percent (50%) is due before work begins on fixed-fee engagements.
The remaining balance is due upon project completion or on the schedule defined in the Proposal.
Monthly recurring services (managed IT, memberships) are billed in advance on the first business day of each month. Usage-based charges are billed in arrears.
Makerspace passes and hardware add-ons are charged at checkout per the Makerspace storefront's own payment flow; welcome-kit hardware bills once on the first invoice and does not recur.
Invoices are due net-fifteen (15) days from issuance unless the Proposal states a different term. Amounts more than 15 days past due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Connecticut law. You are responsible for reasonable collection costs and attorneys' fees if we refer the account for collection.
All fees are exclusive of applicable sales, use, or value-added taxes, which will be added to the invoice when required by law. You are responsible for any taxes on your end other than those based on our net income.
Deposits are non-refundable except as provided in §16 (Termination) and §19 (Hardware returns).

07 — Intellectual Property

Client Work. Subject to full payment, we assign to you all right, title, and interest in and to the final deliverables created specifically for your engagement ("Client Work"), including custom code, original designs, and written content. Until full payment is received, you have a limited, revocable, non-exclusive license to use the deliverables solely for internal review.

NovoCreation Materials. We retain all right, title, and interest in and to (i) our pre-existing intellectual property, tools, libraries, frameworks, methodologies, process documentation, and know-how ("NovoCreation Materials"), and (ii) any improvements to NovoCreation Materials made during an engagement. Where NovoCreation Materials are embedded in a deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use them as part of the deliverable, but not to extract or redistribute them separately.

Open-Source and Third-Party Components. Deliverables may incorporate open-source software or third-party licensed components. Your use of those components is governed by their respective licenses (e.g., MIT, Apache 2.0, GPL, BSD). We document material dependencies on delivery and, where practical, avoid copyleft licenses that would be incompatible with closed-distribution deliverables.

Portfolio Rights. We retain the right to reference the engagement, display non-confidential work samples, and describe the scope of the project in our marketing and portfolio, including on our website and in case studies, unless the Proposal or a separate NDA states otherwise. We will honor reasonable written requests to redact specific confidential details.

Feedback. Any feedback or suggestions you provide about our services or tools may be used by us without obligation, including to improve our products.

08 — Confidentiality

Each party may receive confidential information from the other ("Confidential Information"). This includes business plans, customer data, technical designs, pricing, credentials, and anything reasonably understood as confidential given its nature or the context of disclosure.

The receiving party will (a) use Confidential Information only to perform obligations or exercise rights under the engagement, (b) protect it using at least the same care it uses for its own information of like importance (no less than reasonable care), and (c) not disclose it to third parties except to employees, contractors, or advisors bound by written confidentiality obligations no less protective than those in this section.

This obligation does not apply to information that is (i) publicly known through no breach by the receiving party, (ii) already known by the receiving party without obligation of confidence, (iii) independently developed, (iv) received from a third party without restriction, or (v) required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates in seeking a protective order.

Confidentiality obligations survive for three (3) years after the end of the engagement, except for trade secrets, which remain confidential for as long as they qualify as trade secrets under applicable law.

09 — Revisions and Change Orders

Each engagement includes the number of revision rounds specified in the Proposal. If unspecified, the default is two (2) rounds of revisions per major deliverable.

Any of the following require a written change order before work proceeds:

Additional revision rounds beyond the allocation.
New features, pages, sections, integrations, or assets not in the original scope.
Changes to requirements that materially affect timeline, effort, or cost.
Migration to a different platform, stack, or hosting provider after technical decisions have been made.

Change orders are quoted at our then-current hourly rate or a fixed fee as appropriate. Work on the change does not begin until you approve the change order in writing (email is sufficient).

10 — Timelines, Acceptance, and Force Majeure

Timelines in Proposals are good-faith estimates contingent on timely feedback (§04), scope stability (§09), and the availability of third-party dependencies. Time is not of the essence unless expressly stated.

Acceptance. Upon delivery of a milestone or final deliverable, you have ten (10) business days to review and either (a) accept the deliverable or (b) submit a specific, written list of material deviations from the agreed specification. If you do neither, the deliverable is deemed accepted. We will correct material deviations promptly at no additional cost; revisions that exceed the agreed specification are handled per §09.

Force Majeure. Neither party is liable for delays or failures caused by events outside its reasonable control, including natural disasters, fire, flood, labor disputes, power or internet outages, pandemics, governmental action, acts of war or terrorism, or upstream vendor failures. The affected party will notify the other promptly and resume performance as soon as reasonably practicable. If a force-majeure event persists beyond thirty (30) days, either party may terminate the affected engagement for convenience per §16.

11 — Third-Party Services and Dependencies

Deliverables may depend on third-party platforms, including:

Google — authentication, Workspace, Gemini AI processing.
Stripe — payment processing and checkout (subject to Stripe's own terms).
NovoPay — our USDC stablecoin payment processor. When crypto payment is offered as an option, settlement is subject to on-chain timing, refund mechanics, and wallet self-custody requirements.
Cloudflare — CDN, DDoS protection, and Turnstile CAPTCHA.
AWS and S3-compatible storage — file storage and CDN.
Railway and hosting partners — application hosting and database.
Resend, Postmark, or SMTP providers — transactional and campaign email delivery.
AI model providers (Google Gemini, Anthropic, Mistral, OpenAI, Hugging Face, or similar) — inference, drafting, and embeddings.

Third-party services carry their own terms, privacy policies, and pricing. NovoCreation is not responsible for outages, policy changes, deprecations, price increases, or data handling by third parties beyond our reasonable control. We will use commercially reasonable efforts to migrate or replace a third-party dependency when it becomes unsuitable, subject to a change order if the migration materially expands scope.

12 — AI-Assisted Work

We use AI tools for code generation, design exploration, content drafting, estimate and proposal authoring, campaign copy, and internal knowledge-retrieval across engagements. We disclose this in advance where AI output materially shapes a deliverable.

Model providers and training. We use production-tier AI APIs from approved providers, currently including Google Gemini and Mistral production models, and may add other production-tier providers (Anthropic Claude, OpenAI, or similar) as needs evolve. All providers we use are on paid-API tiers that, by default, do not train on Customer Data submitted through them. We do not use free-tier or "Labs" models that may train on submissions. Where a provider's policy permits opting out of training, we opt out.

Review and approval. All AI-influenced deliverables are reviewed by a human on our team before delivery. We do not guarantee that AI-generated content is free of errors, biases, or hallucinations, but we stand behind the quality of the final deliverable as reviewed and approved by us.

In-product AI features. Any AI features in the client portal or Novo chat assistant are provided as-is for informational and productivity purposes. Output does not constitute professional, legal, medical, financial, or engineering advice. You are responsible for verifying AI output before acting on it in a material decision.

Client content. You represent that any data you provide for AI processing (a) does not contain protected health information regulated under HIPAA unless a Business Associate Agreement is in place, (b) does not contain regulated payment card data beyond what payment processors already handle, and (c) is lawful for you to share with the AI providers identified in §11.

13 — Warranties and Disclaimers

Workmanship warranty. For thirty (30) days after acceptance of a custom-code deliverable, we will fix defects that cause the deliverable to materially deviate from the agreed specification, at no additional cost. This warranty does not cover (i) issues caused by changes made by anyone other than us after acceptance, (ii) misuse or configuration outside the documented intended use, (iii) third-party services or hardware failures, or (iv) changes in third-party APIs, browsers, operating systems, or regulations after acceptance.

Hardware goods warranty. Physical goods (makerspace welcome-kit boards and components) carry a 30-day warranty against manufacturing defects from the date of pickup. This is independent of, and in addition to, any manufacturer warranty. See §19.

Disclaimers. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, NOVOCREATION PROVIDES ALL SERVICES AND DELIVERABLES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF RESULTS. We do not warrant that any service will be uninterrupted, error-free, or that defects will be correctable within a specific timeframe.

14 — Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOVOCREATION'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The liability cap and damages exclusions do not apply to (i) a party's indemnification obligations under §15, (ii) a party's breach of confidentiality under §08, (iii) your obligation to pay undisputed fees, (iv) NovoCreation's gross negligence or willful misconduct, or (v) claims that cannot be limited under Connecticut law.

15 — Indemnification

By NovoCreation. We will defend you against third-party claims alleging that Client Work as delivered by us infringes a U.S. copyright, trademark, or trade secret, and will pay the damages finally awarded or settlement amount, provided you (a) promptly notify us of the claim, (b) give us sole control of the defense and settlement, and (c) cooperate reasonably. Our obligation does not apply to the extent the claim arises from (i) combination of the Client Work with materials not supplied by us, (ii) your modification of the Client Work after delivery, (iii) your use outside the scope of the license granted in §07, or (iv) open-source or third-party components whose own license governs the claim.

By Client. You will defend us against third-party claims arising from (i) content, materials, data, or hardware designs you provided to us, (ii) your use of deliverables in violation of law, (iii) your breach of §04 or §12 representations, and (iv) your operation of the deliverables in production. You will pay the damages finally awarded or settlement amount, subject to the same notice, control, and cooperation requirements above.

16 — Termination

Termination for convenience. Either party may terminate an engagement for convenience on fifteen (15) days' written notice, except where the Proposal specifies a longer notice period. On termination for convenience, you pay for all work performed up to the termination date, plus a wind-down fee not to exceed twenty percent (20%) of the unearned contract value, to cover committed capacity and third-party pass-throughs already incurred.

Termination for cause. Either party may terminate for cause on fifteen (15) days' written notice of a material breach that remains uncured at the end of the notice period. Non-payment of undisputed invoices 15 days past due is a material breach.

Effect of termination. On termination, (a) all accrued fees become immediately due, (b) we deliver work in progress as-is in whatever state it exists at the termination date, without warranty on incomplete portions, (c) IP transfers per §07 apply only to deliverables for which full payment has been received, and (d) each party promptly returns or destroys the other's Confidential Information. Sections that by their nature should survive (§07, §08, §13–15, §17, §20) survive termination.

17 — Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Connecticut, without regard to conflict-of-law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution. Before filing any claim, the parties will attempt to resolve the dispute through good-faith discussion for at least thirty (30) days after written notice of the dispute.

Binding arbitration. Any dispute that cannot be resolved informally will be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will be held in New Haven County, Connecticut, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own fees and expenses, except the arbitrator may award fees and costs to the prevailing party as permitted by law.

Carve-outs. Either party may (a) seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information, and (b) bring individual claims in small claims court within its jurisdictional limits. These carve-outs are not waived by the arbitration clause.

Class-action waiver. The parties waive any right to participate in a class, collective, or representative action, and agree that disputes will be resolved on an individual basis only. If this class-action waiver is found unenforceable, the entire arbitration clause is null and any disputes will be heard in the state or federal courts of New Haven County, Connecticut.

18 — Makerspace Access

Use of the NovoCreation Makerspace, whether under a day pass, membership, or workshop booking, is additionally governed by the Makerspace Acceptable Use Policy, which describes what may be built on our equipment, banned categories (including firearms and firearm components, counterfeits, copyrighted characters you don't own, hazardous items, and hate symbols), and the pass-review process.

Assumption of risk. You acknowledge that makerspace equipment (3D printers, laser cutters, CNC routers, soldering stations, hand tools, and power tools) carries inherent risk of injury or property damage. You will follow all posted safety rules, staff instructions, and manufacturer operating requirements. You assume all risk of personal injury or property loss arising from your use of the space, except where caused by our gross negligence or willful misconduct.

Minors. Users under eighteen (18) must be accompanied by a parent or guardian at all times in the lab space, and the parent or guardian must sign a supplemental waiver before equipment use.

Photography and filming. We may photograph or film the makerspace for marketing, documentation, or safety-audit purposes. Incidental capture of visitors is permitted; we will honor reasonable written requests to exclude a specific individual from published materials.

19 — Hardware Purchases

The makerspace welcome-kit add-ons (development boards, material credits, accessory kits) are sold as one-time purchases billed on the first invoice.

Fulfillment. All physical goods are picked up at the makerspace on your first visit; you can take them home or leave them on your bench, your call. If your chosen item is not in stock at the time of purchase, we will order it on demand; typical lead time is 3 to 5 business days.
Returns. Unopened hardware may be returned within fourteen (14) days of pickup for a full refund. Opened hardware is non-returnable unless it is defective.
Defective goods. If a board or component is defective on arrival or fails within thirty (30) days of pickup under normal use, we will replace it or refund it in full at our option. This is in addition to any manufacturer warranty.
Service credits. Snapmaker project credits and material credits (filament, resin) are redeemable only at the makerspace, are not transferable, and expire 12 months after issuance if unused.
Title and risk of loss. Title to all welcome-kit hardware passes to you on pickup, whether the kit is bundled with a membership or purchased standalone. There is no later buyout, no NovoCreation retained-ownership, and no obligation tied to membership cancellation — once you've paid, the kit is yours.

20 — General Provisions

Entire agreement. These Terms, together with the applicable SOW or Proposal and any referenced policies, constitute the entire agreement and supersede all prior discussions or understandings on the same subject.

Modifications. We may update these Terms from time to time. Updates take effect on the date we post a new version and apply prospectively. For active engagements, we will notify you of material changes; continuing to engage after notice constitutes acceptance of the updated Terms for new matters.

Electronic communications and signatures. The parties consent to conduct business electronically. Emails, portal messages, and electronic signatures (click "I agree," typed name on a signature line, DocuSign) have the same legal effect as physical signatures under the U.S. ESIGN Act and Connecticut's Uniform Electronic Transactions Act.

Assignment. Neither party may assign these Terms without the other's written consent, except that either party may assign in connection with a merger, acquisition, or sale of substantially all assets, on notice to the other party.

Independent contractor. The relationship is that of independent contractors. No partnership, joint venture, employment, or agency relationship is created.

Notices. Written notices must be sent to the party's primary email address of record. Notices to NovoCreation should be sent to [email protected] with a copy to any physical address on file.

Severability and waiver. If any provision is held invalid, the remaining provisions remain in effect. A waiver of any provision must be in writing and does not waive any other provision or a later breach.

Compliance with law. Each party will comply with applicable laws including U.S. export controls, OFAC sanctions, anti-bribery statutes (FCPA, UK Bribery Act), data-protection laws, and, where applicable, beneficial-ownership reporting under the Corporate Transparency Act.

Terms of Service.