1. Agreement

These Terms of Service (“Terms”) govern access to and use of the products, platform, APIs, and services provided by Novaworks, Inc. (“Novaworks”), a Delaware corporation with principal offices at 218 Tourney Loop, Los Gatos, California 95030. By using the Services, creating an account, or executing an Order Form referencing these Terms, you agree to be bound by them on behalf of yourself and, if applicable, the organization you represent (“Customer”). If you do not agree, do not use the Services.

These Terms, together with the Privacy Policy, Acceptable Use Policy, and any Data Processing Agreement (“DPA”) or Order Form, form the complete agreement between the parties.

2. Services

Novaworks provides an AI-native Human Capital Management (HCM) operating system for Total Workforce Management, built natively on ServiceNow with AI delivered through cloud-based infrastructure. The Services include the platform, AI-assisted workflow automation and decision support capabilities, REST APIs, analytics, integrations, documentation, and related support.

Novaworks may update or modify features with reasonable advance notice.

3. Accounts

You are responsible for safeguarding credentials and all activities under your account. You must: (a) provide accurate registration information; (b) promptly notify legal@novaworks.ai of any unauthorized access; (c) ensure all Authorized Users comply with these Terms and the Acceptable Use Policy. Novaworks is not liable for losses arising from your failure to maintain credential security.

Multi-factor authentication is required for all accounts with access to HR or production data.

4. License and Permitted Use

Subject to these Terms and timely payment of applicable fees, Novaworks grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services for Customer’s internal business purposes during the subscription term.

Customer may not: (a) sublicense, resell, or transfer the Services without prior written consent; (b) reverse engineer, decompile, or attempt to derive source code; (c) use the Services to build a competing product; (d) remove proprietary notices; (e) circumvent any access control, tenancy boundary, or security feature; (f) use the Services in violation of applicable law.

5. Customer Content

Customer retains ownership of all data, files, and information submitted to or generated within the Services (“Customer Content”). Customer grants Novaworks the right to host, process, transmit, and use Customer Content solely to provide, secure, support, and improve the Services, and to comply with law.

Customer is solely responsible for ensuring it has lawful authority to submit Customer Content to the Services, including obtaining required consents from employees and workers, and for complying with applicable employment, labor, and data protection law.

6. Acceptable Use Policy

Customer and all Authorized Users must comply with the Novaworks Acceptable Use Policy (“AUP”), available at www.novaworks.ai/legal/aup, which is incorporated into these Terms by reference. Violations of the AUP may result in suspension or termination.

7. AI Services — Specific Terms

AI outputs are advisory

AI agents in the Novaworks platform generate recommendations and automation outputs. These are advisory in nature. Human review before employment decisions is required. Novaworks is not liable for decisions made without appropriate human oversight.

7.1 Advisory outputs

AI agents assist with workforce management tasks including candidate screening recommendations, scheduling optimization, performance review summaries, and offboarding workflows. All AI outputs are advisory and do not constitute professional HR, legal, financial, or compliance advice. Customer is responsible for evaluating AI outputs and applying human judgment before acting on any AI-generated recommendation.

7.2 No model training on Customer data

Novaworks does not use Customer Content or End User personal data to train, fine-tune, or improve any AI foundation model. AI inference is provided strictly to deliver the Services.

7.3 Prompt and interaction logging

AI agent transactions, including prompts and metadata, are logged within Customer’s ServiceNow tenant scope for audit, compliance, and troubleshooting. These logs are subject to Customer’s configured retention policy and are accessible to Customer administrators. Novaworks personnel may access logs only for authorized support or security investigation purposes.

7.4 Responsible AI use

Customer agrees to use AI features in compliance with applicable law, including emerging AI regulations (such as the EU AI Act where applicable). Customer must not use AI features to make fully automated employment decisions that produce legal or similarly significant effects on individuals without human review.

8. Fees and Payment

Fees, billing cycles, and any taxes are as set forth in the applicable Order Form or subscription plan. Unless stated otherwise:

• Fees are billed annually in advance and are non-refundable except as required by law or expressly stated in the Order Form.

• Novaworks may increase fees on 60 days’ written notice prior to renewal.

• Overdue balances accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

• Novaworks may suspend Services for accounts more than 30 days past due, with 10 days’ prior written notice.

9. Confidentiality

Each party agrees to protect the other’s non-public confidential information using at least the same care it uses for its own confidential information (but no less than reasonable care), and to use such information only to fulfil obligations under these Terms. This obligation survives termination for 3 years, except trade secrets which are protected indefinitely. Customer Content is Customer’s Confidential Information. Platform architecture, pricing, and unreleased features are Novaworks’ Confidential Information.

10. Security

Novaworks will maintain reasonable administrative, technical, and physical safeguards designed to protect the Services and Customer Content, consistent with the security measures described in the DPA and Security Addendum. In the event of a confirmed security incident affecting Customer Content, Novaworks will notify Customer within 72 hours of confirmation.

11. Third-Party Services

The Services operate on ServiceNow and AWS infrastructure. Third-party integrations or services may be made available. Novaworks is not responsible for third-party services or content not provided directly by Novaworks. Customer’s use of third-party services is subject to those providers’ terms.

12. Term and Termination

These Terms remain in effect for the duration of the subscription term as set out in the applicable Order Form. Either party may terminate for material breach on 30 days’ written notice if the breach is not cured within that period. Novaworks may suspend or terminate access immediately for AUP violations, non-payment, or activity that threatens platform security or other customers.

Upon termination: (a) all licenses terminate immediately; (b) Customer may export data within 30 days of notice; (c) Novaworks will delete Customer Content within 90 days per the Privacy Policy retention schedule; (d) outstanding payment obligations survive.

13. Warranties and Disclaimer

Novaworks warrants that the Services will perform materially in accordance with the Service Documentation and that Novaworks will implement commercially reasonable security measures and comply with applicable data protection law in its role as data processor.

EXCEPT AS STATED ABOVE, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NOVAWORKS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOVAWORKS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI OUTPUTS WILL BE ACCURATE OR COMPLETE.

14. Limitation of Liability

Important — please read carefully

This section limits the liability of both parties and affects your legal rights.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) NOVAWORKS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.

These limitations do not apply to: (i) death or personal injury caused by gross negligence; (ii) fraud or fraudulent misrepresentation; (iii) Customer’s obligation to pay fees; (iv) breaches of confidentiality; or (v) indemnification obligations.

15. Indemnification

15.1 By Customer

Customer will defend, indemnify, and hold harmless Novaworks from third-party claims arising from: (a) Customer’s misuse of the Services; (b) Customer’s violation of these Terms or the AUP; (c) Customer Content infringing third-party intellectual property rights; or (d) Customer’s violation of applicable employment or data protection law.

15.2 By Novaworks

Novaworks will defend, indemnify, and hold harmless Customer from third-party claims alleging that the Services, as provided by Novaworks, infringe a third party’s intellectual property rights, except where infringement arises from Customer’s modifications, combinations, or misuse.

16. Intellectual Property

Novaworks and its licensors retain all intellectual property rights in the Services, platform, AI models, software, and documentation. These Terms do not transfer any IP rights to Customer. “Novaworks” and the Novaworks logo are trademarks of Novaworks, Inc.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except that: (a) mandatory consumer protection provisions of Customer’s local law apply; and (b) venue for any court proceedings (where arbitration does not apply) shall be the state or federal courts located in Santa Clara County, California, and both parties consent to personal jurisdiction there.

Before initiating formal proceedings, both parties agree to attempt resolution informally by sending written notice describing the dispute. The parties will negotiate in good faith for 30 days. Any unresolved dispute shall then be submitted to binding arbitration under the American Arbitration Association Commercial Arbitration Rules, conducted in English in Wilmington, Delaware. Class action arbitration is waived. Either party may seek emergency injunctive relief without first completing informal resolution.

18. General

• Entire agreement: These Terms, together with the Privacy Policy, AUP, DPA, and any Order Form, constitute the complete agreement regarding the Services.

• Modifications: Novaworks may update these Terms with 30 days’ written notice. Continued use after the effective date constitutes acceptance.

• Assignment: Customer may not assign these Terms without Novaworks’ written consent. Novaworks may assign in connection with a merger, acquisition, or asset sale.

• Severability: If any provision is unenforceable, the remaining provisions continue in full effect.

• Force majeure: Neither party is liable for delays caused by circumstances beyond reasonable control, including natural disasters, war, or third-party infrastructure failures.

• Waiver: Failure to enforce any right does not constitute a waiver.

• Notices: Legal notices to Novaworks: legal@novaworks.ai and 218 Tourney Loop, Los Gatos, California 95030

Contact

• Legal— legal@novaworks.ai

• Support— support@novaworks.ai

• Security— security@novaworks.ai

• Address— 218 Tourney Loop, Los Gatos, California 95030

• Website— www.novaworks.ai/legal/terms