Terms of Service

This Novela Venue Subscription Agreement (the "Agreement") is a legal agreement between Novela Company Inc., a Delaware corporation with offices at 209 Montvue Drive, Charlottesville, VA 22901 ("Novela," "we," or "us"), and the wedding venue or venue operator that creates an account, starts a trial, or otherwise uses the Services ("Venue" or "you"). It governs your access to and use of Novi, Novela's virtual assistant for wedding venues, and the related software, integrations, and support we provide.

‍

BY CLICKING "I AGREE," STARTING A FREE TRIAL, CREATING AN ACCOUNT, OR USING THE SERVICES, YOU AGREE TO THIS AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, AND "VENUE" REFERS TO THAT ENTITY. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

‍

Our Privacy Policy at [novela.ai/privacy] and any Order Form, pricing page selection, or promotional terms you accept (each an "Order") are incorporated into this Agreement. This Agreement replaces Novela's prior Venue Referral Agreement for any Venue that accepts it.

‍

1. Definitions

‍

1.1 "Services" means Novi and the Novela software, applications, integrations, hosted venue pages, and support described on novela.ai and in your Order, including the Virtual Sales Assistant and, when made available, the Virtual Service Assistant and any other assistant roles Novela offers.

1.2 "Novi" means Novela's virtual assistant persona and the underlying artificial intelligence systems that read, draft, send, and manage communications and tasks on Venue's behalf within the parameters Venue configures.

1.3 "Connected Accounts" means the email accounts, calendars, CRM systems, messaging channels, lead sources, payment tools, and other third-party services that Venue connects to the Services or authorizes Novela to access.

1.4 "Venue Data" means all data, content, and communications that Venue or its Connected Accounts provide to or generate through the Services, including inquiry emails and messages, Couple information, pricing, availability, contracts, venue documents, and configuration instructions.

1.5 "Couple" means an engaged couple, prospective client, guest, or other person who inquires with or books Venue and whose communications are handled through the Services.

1.6 "Output" means the messages, replies, summaries, proposals, calendar entries, CRM records, and other content that Novi generates, drafts, or sends for Venue.

1.7 "Authorized Users" means Venue's employees, owners, and contractors whom Venue permits to access the Services under Venue's account.

1.8 "Annual Wedding Volume" means the number of weddings Venue hosts per year, as reported by Venue, which determines Venue's pricing tier.

‍

2. The Services

‍

2.1 Provision. Subject to this Agreement, Novela grants Venue a non-exclusive, non-transferable right during the Term to access and use the Services for Venue's internal business purpose of marketing, selling, and servicing weddings and events at the venue locations identified in Venue's account.

2.2 What Novi does. Depending on the assistant roles included in Venue's Order, Novi may:

(a) monitor Connected Accounts and reply to inquiries in Venue's name and voice across the channels Venue connects, such as email, text, WhatsApp, Instagram, website forms, and inquiries forwarded from The Knot, WeddingWire, Zola, and similar sources;

(b) qualify inquiries by asking about date, guest count, budget, and other criteria Venue sets, and route qualified inquiries toward a tour or a polite decline according to Venue's instructions;

(d) follow up with Couples until they decide, and sync inquiry status and records to Venue's CRM;

(e) when the Virtual Service Assistant is included, communicate with booked Couples, send payment and milestone reminders, coordinate handoffs with Venue's preferred vendors, and provide a planning portal.

2.3 Setup and support. Novela will use commercially reasonable efforts to complete initial setup within 24 hours after Venue provides the access and materials described in Section 5, and to provide support by email and other channels listed on novela.ai during Novela's normal business hours. Setup timing depends on Venue's cooperation and on third-party systems Novela does not control.

2.4 Team seats. Venue may add Authorized Users without additional per-seat charge. Venue is responsible for their compliance with this Agreement.

2.5 Hosted pages and sending domains. Novela may host Venue-branded pages and send communications for Venue from Novela-controlled domains or subdomains (for example, [venuename].novela.ai) or, where Venue authorizes it, from Venue's own email domain. Venue will complete any DNS or email authentication steps Novela reasonably requests.

2.6 Beta and pre-release features. Novela may offer features labeled beta, preview, early access, or coming soon. These are provided as is, may be changed or withdrawn at any time, and are excluded from any service commitments in this Agreement.

‍

3. Free Trial

‍

3.1 Trial period. Every plan begins with a free 14-day trial starting on the date Venue's account is activated (the "Trial"). Novela may require a valid payment method to start the Trial. Novela will not charge Venue during the Trial.

3.2 Conversion. Unless Venue cancels before the Trial ends, Venue's paid subscription begins automatically on the day after the Trial ends and Novela will charge the payment method on file for the first monthly period at the tier Venue selected or Novela assigned based on Venue's reported Annual Wedding Volume.

3.3 Trial terms. Novela may limit trial features, usage, or duration, and may withdraw the Trial for any Venue that has previously used a Trial. This Agreement applies in full during the Trial.

‍

4. Account and Authorized Access

‍

4.1 Account. Venue must provide accurate account information and keep it current. Venue is responsible for all activity under its account and for keeping credentials confidential. Venue will notify Novela promptly at [security@novela.ai] of any suspected unauthorized access.

4.2 Authorization to act. Venue authorizes Novela and Novi to access Venue's Connected Accounts and to read, draft, send, schedule, and record communications and calendar and CRM entries on Venue's behalf, in Venue's name, within the instructions and limits Venue configures. Venue represents that it owns or controls each Connected Account and has the right to grant this access, including any required consent from employees whose inboxes are connected.

4.3 Credentials and tokens. Venue may connect accounts through OAuth or similar authorization or, where a provider does not support it, by providing credentials. Novela will store credentials and tokens using industry-standard encryption, use them only to provide the Services, and delete them on termination or on Venue's disconnection of the account.

4.4 Eligibility. The Services are for businesses. Venue and each Authorized User must be at least 18 years old and able to form a binding contract.

‍

5. Venue Responsibilities

‍

5.1 Venue information. Venue will provide and keep current the information Novi relies on, including pricing, packages, capacity, availability, policies, tour scheduling rules, preferred vendor lists, and the tone and boundaries Novi should use. Venue acknowledges that Novi's accuracy depends on this information.

5.2 Review and oversight. Venue remains responsible for its relationships with Couples. Venue will designate at least one person to monitor Novi's activity, review Outputs that Novela flags for approval, and respond to escalations. Venue will configure which actions Novi may take automatically and which require human approval, and will use approval settings for pricing exceptions, contracts, discounts, and deposits.

5.3 Lawful use. Venue will use the Services in compliance with applicable law and will be responsible for:

(a) obtaining any consents required to send text messages, WhatsApp messages, or marketing emails to Couples, including under the Telephone Consumer Protection Act, CAN-SPAM, and state law, and honoring opt-out requests;

(b) complying with the terms of service of each Connected Account and lead source, including The Knot, WeddingWire, Zola, Meta platforms, Google, and Venue's CRM and email providers;

(c) disclosing to Couples that communications may be assisted by an automated assistant where required by law, and permitting Novela to include such disclosures;

(d) not using the Services to send unsolicited bulk messages, to harvest data, or to discriminate against any person on a basis prohibited by law;

(e) not attempting to reverse engineer, scrape, resell, or use the Services or Novi to build a competing product, or to circumvent usage limits or security.

5.4 Venue Data. Venue represents that it has the rights and any consents needed to provide Venue Data to Novela and to have Novela process it as described in this Agreement and the Privacy Policy, including Couple personal information contained in inquiries.

‍

6. AI-Generated Communications

‍

6.1 Nature of the Services. Novi uses artificial intelligence, including large language models, to generate Output. Output is generated automatically and may contain errors, omissions, or statements that do not reflect Venue's intent. Novela does not guarantee that any Output is accurate, complete, or suitable for a particular purpose, or that Novi will book any tour or wedding.

6.2 Outputs are Venue's communications. Output sent from Venue's Connected Accounts or in Venue's name is a communication of Venue to the Couple. Venue is responsible for its content and for any commitment, quote, or representation it contains, as between Venue and the Couple. Novela is not a party to any contract between Venue and a Couple and does not provide venue services, event services, or refunds to Couples.

6.3 Guardrails. Novela will provide configuration tools that allow Venue to set what Novi may and may not say and do, including approval requirements, restricted topics, and escalation to a human. Novela will design Novi to stay within Venue's instructions, but Venue acknowledges that AI systems are probabilistic and that no guardrail is guaranteed to prevent every unwanted Output.

6.4 Corrections. If Venue identifies an Output that is incorrect or inconsistent with its instructions, Venue may correct the record with the Couple directly and should report the issue to Novela so Novela can adjust Novi's configuration. Novela will use commercially reasonable efforts to address reported issues promptly.

6.5 No professional advice. Output is not legal, tax, financial, or insurance advice. Venue is responsible for the terms of its own contracts with Couples and vendors.

‍

7. Fees, Billing, and Pricing Tier

‍

7.1 Fees. Venue will pay the monthly fees for the assistant roles and pricing tier stated in its Order or on the novela.ai pricing page at the time of purchase. Fees are stated in U.S. dollars.

7.2 Pricing tier. Fees are tiered by Annual Wedding Volume. Venue will report its Annual Wedding Volume accurately at signup. Novela reviews Venue's tier once a year at the account anniversary and may adjust it to reflect Venue's actual volume, with at least 30 days' notice before any fee change takes effect. Novela may request reasonable documentation of Venue's volume. Venues hosting more than 100 weddings per year are priced under a custom Order.

7.3 Monthly billing. Subscriptions are billed monthly in advance to the payment method on file, beginning at the end of the Trial and on the same day of each month thereafter. Venue authorizes Novela and its payment processor to charge all fees and applicable taxes as they come due. Novela may update card details through account updater services provided by the card networks.

7.4 Cancel any time. Venue may cancel its subscription at any time through account settings or by written notice to Novela. Cancellation takes effect at the end of the current monthly billing period. Venue will not be charged for subsequent periods. Except as required by law or expressly stated in this Agreement, fees already paid are non-refundable and Novela does not prorate partial months.

7.5 Adding or removing roles. Venue may add an assistant role at any time; the added role is billed from the date it is enabled, prorated for the first period. Removing a role takes effect at the end of the current billing period.

7.6 Price changes. Novela may change list prices or introduce new fees on at least 30 days' written notice, effective at the start of the next billing period after the notice period ends. If Venue does not accept a change, Venue may cancel under Section 7.4 before it takes effect. Promotional or locked pricing under Section 8 is governed by its own terms.

7.7 Late or failed payment. If a payment fails, Novela may retry the charge and will notify Venue. If fees remain unpaid 10 days after notice, Novela may suspend the Services until payment is made. Venue is responsible for reasonable costs of collection. Novela will not charge interest on amounts owed on a credit card.

7.8 Taxes. Fees exclude sales, use, and similar taxes. Venue is responsible for any such taxes other than taxes on Novela's income. Novela will collect taxes where it is required to do so.

‍

8. Design Partner and Promotional Pricing

‍

8.1 Promotional terms. Novela may offer Venue promotional pricing, founding partner or design partner discounts, or other special terms in an Order, invitation email, or other written communication (the "Promotional Terms"). Promotional Terms control over the pricing page to the extent they conflict.

8.2 Design partner program. If Venue is accepted into Novela's design partner program, then unless the Promotional Terms state otherwise:

(a) Venue receives the discounted monthly fee stated in its Promotional Terms, which is locked from the start of its paid subscription and does not increase for as long as Venue's subscription remains continuously active. If Venue cancels or its subscription lapses for non-payment, the price lock ends and any later subscription is at then-current list pricing;

(b) Venue's locked fee is based on the Annual Wedding Volume reported at signup; the discount percentage continues to apply if Venue's tier is later adjusted under Section 7.2;

(c) Venue agrees to participate in reasonable product feedback, such as a brief call approximately every two weeks during the design partner period, and to allow Novela to use its feedback under Section 11.4;

(d) Venue will receive first access to new assistant roles and features on the same design partner terms, subject to availability;

(e) Novela may ask Venue for a testimonial or case study under Section 13. Venue's participation is voluntary.

‍

9. Venue Data, Couple Data, and Privacy

‍

9.1 Ownership. As between the parties, Venue owns Venue Data. Venue grants Novela a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and modify Venue Data as needed to provide, secure, support, and improve the Services and to comply with law.

9.2 Couple personal information. Venue Data includes personal information about Couples. Novela processes that information as a service provider or processor on Venue's behalf and on Venue's documented instructions, which this Agreement and Venue's configuration constitute. Novela will not sell Couple personal information or use it for its own marketing to Couples. Where required by applicable privacy law, the parties will enter into Novela's data processing addendum at [novela.ai/dpa], which is incorporated by reference.

9.3 Security. Novela will maintain a written information security program with administrative, technical, and physical safeguards appropriate to the nature of Venue Data, including encryption of Venue Data in transit and at rest, access controls, logging, and vendor due diligence. Novela will notify Venue without undue delay, and in any event within 72 hours after confirmation, of any unauthorized access to Venue Data in Novela's possession, and will cooperate reasonably with Venue's response.

9.4 Use of data to improve the Services. Novela may use Venue Data to configure, tune, and improve Novi's performance for Venue. Novela may also create and use aggregated or de-identified data that does not identify Venue or any Couple to analyze, benchmark, and improve the Services and to develop new products. [Novela will not use Venue Data to train models made available to other customers except in de-identified or aggregated form.] Novela will not use Couple personal information to train general-purpose models.

9.5 Subprocessors. Novela uses third-party hosting, AI model, email, messaging, and payment providers to deliver the Services. Novela maintains a list of subprocessors at [novela.ai/subprocessors], remains responsible for their performance, and will bind them to data protection obligations no less protective than those in this Agreement.

9.6 Export and deletion. During the Term, Venue may export its Venue Data through the Services or by request. For 30 days after termination, Novela will make Venue Data available for export on request. Thereafter Novela will delete or de-identify Venue Data within 90 days, except for copies in routine backups that are deleted on their normal schedule and records Novela must keep to comply with law or resolve disputes.

9.7 Confidential treatment. Venue Data is Venue's Confidential Information under Section 12.

‍

10. Third-Party Services and Integrations

‍

10.1 Connected Accounts. The Services depend on Connected Accounts and lead sources operated by third parties, including Tripleseat, HoneyBook, Perfect Venue, Event Temple, Google, Meta, and wedding marketplaces. Novela does not control these services. Their availability, terms, pricing, and API access may change without notice, which may limit or disable features of the Services. Novela is not responsible for the acts, omissions, or data practices of third-party services.

10.2 Venue's relationships. Venue is solely responsible for its accounts with, and fees owed to, third-party services and for compliance with their terms. Some integrations may require Venue to maintain a particular plan or permission level with the third party.

10.3 Payments to Venue. If the Services help Venue collect deposits or payments from Couples, those payments are processed by a third-party payment processor under Venue's agreement with that processor, and Novela is not responsible for the processor's services, fees, or errors, except where Novela is itself the merchant of record under a separate agreement.

‍

11. Intellectual Property

‍

11.1 Novela property. Novela and its licensors own all right, title, and interest in the Services, Novi, the Novela and Novi names and marks, the underlying models, prompts, software, templates, documentation, and all improvements, and all aggregated and de-identified data. No rights are granted except as expressly stated in this Agreement.

11.2 Venue property. Venue owns its trademarks, logos, venue content, and Venue Data. Venue grants Novela a non-exclusive, royalty-free license during the Term to use Venue's name, marks, and content to provide the Services, including on hosted pages and in communications sent on Venue's behalf. Novela will follow Venue's reasonable brand guidelines when provided.

11.3 Output. As between the parties and subject to Novela's rights in the Services, Venue owns the Output generated for Venue and may use it for any lawful purpose. Venue acknowledges that Output may not be unique and that similar Output may be generated for other customers.

11.4 Feedback. If Venue provides suggestions, ideas, or feedback about the Services, Novela may use them without restriction or obligation, provided Novela does not identify Venue as the source without consent.

‍

12. Confidentiality

‍

12.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other under this Agreement that is marked confidential or that a reasonable person would understand to be confidential, including Venue Data, Venue's pricing and conversion data, and Novela's product roadmap, pricing offered to Venue, technology, and security practices. Confidential Information excludes information that is or becomes public through no fault of the receiving party, was known to the receiving party before disclosure, is independently developed, or is rightfully received from a third party without restriction.

12.2 Obligations. The receiving party will use Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and disclose it only to its employees, contractors, and advisors who need to know it and are bound by obligations at least as protective. The receiving party may disclose Confidential Information when required by law, after giving reasonable notice where permitted. These obligations last for three years after termination, and for as long as the information remains a trade secret or personal information.

‍

13. Publicity

‍

13.1 Customer reference. Novela may identify Venue by name and logo as a Novela customer on novela.ai and in marketing materials. Venue may withdraw this permission at any time by written notice, and Novela will stop new uses within 30 days.

13.2 Testimonials and case studies. Any testimonial, quote, case study, or use of Venue's performance data that identifies Venue requires Venue's prior written approval, which may be given by email.

‍

14. Warranties and Disclaimers

‍

14.1 Mutual. Each party represents that it has the authority to enter into this Agreement and that doing so does not violate any other agreement by which it is bound.

14.2 Novela. Novela warrants that it will provide the Services in a professional manner consistent with generally accepted industry standards and that the Services will perform materially in accordance with novela.ai and Novela's documentation. Venue's sole remedy for breach of this warranty is for Novela to correct the non-conformity or, if Novela cannot do so within a reasonable time, for Venue to cancel and receive a refund of prepaid fees for the period after cancellation.

14.3 Venue. Venue warrants that it operates a lawful business, that the information it provides to Novela and to Couples is accurate and not misleading, and that its use of the Services will comply with Section 5.

14.4 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 14, THE SERVICES, NOVI, AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." NOVELA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NOVELA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUT WILL BE ACCURATE OR COMPLETE, THAT NOVI WILL RESPOND WITHIN ANY PARTICULAR TIME, OR THAT VENUE WILL ACHIEVE ANY PARTICULAR NUMBER OF INQUIRIES, TOURS, BOOKINGS, OR REVENUE. RESPONSE-TIME, SETUP-TIME, AND SIMILAR STATEMENTS ON NOVELA.AI ARE TARGETS, NOT GUARANTEES.

‍

15. Indemnification

‍

15.1 By Novela. Novela will defend Venue against any third-party claim alleging that the Services, as provided by Novela and used in accordance with this Agreement, infringe a United States patent, copyright, or trademark or misappropriate a trade secret, and will pay resulting damages and costs finally awarded or agreed in settlement. Novela has no obligation for claims arising from Venue Data, Venue's instructions or configuration, Connected Accounts, combination with items not provided by Novela, or use after Novela has offered a non-infringing alternative. If the Services are or may be enjoined, Novela may modify or replace them or terminate this Agreement and refund prepaid fees for the unused period.

15.2 By Venue. Venue will defend Novela and its officers, directors, employees, and agents against any third-party claim, including claims by Couples, vendors, employees, or regulators, arising from (a) Venue Data or Venue's instructions; (b) Venue's venue or event services or its contracts with Couples; (c) Venue's breach of Section 5, including any claim under telemarketing, anti-spam, or privacy law relating to communications sent to Couples; or (d) Venue's violation of law or of a third party's rights, and will pay resulting damages and costs finally awarded or agreed in settlement.

15.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, allow it to control the defense and settlement, and cooperate reasonably at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that admits fault by or imposes obligations on the indemnified party without its consent, not to be unreasonably withheld.

‍

16. Limitation of Liability

‍

16.1 EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BOOKINGS, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY VENUE TO NOVELA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM [OR, IF GREATER, $[1,000]].

16.3 EXCEPTIONS. SECTIONS 16.1 AND 16.2 DO NOT LIMIT (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15; (B) A PARTY'S BREACH OF SECTION 12 (CONFIDENTIALITY) [OR NOVELA'S BREACH OF SECTION 9.3 (SECURITY), FOR WHICH NOVELA'S TOTAL LIABILITY WILL NOT EXCEED [THREE (3)] TIMES THE CAP IN SECTION 16.2]; (C) VENUE'S OBLIGATION TO PAY FEES; OR (D) LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED BY LAW.

16.4 Basis of the bargain. The parties agree that the limitations in this Section 16 reflect a reasonable allocation of risk and are an essential basis of the bargain, and that Novela would not provide the Services at the stated fees without them.

‍

17. Term, Termination, and Suspension

‍

17.1 Term. This Agreement begins when Venue first accepts it and continues until Venue's subscription is cancelled or terminated and all Venue Data has been deleted or returned under Section 9.6 (the "Term").

17.2 Termination by Venue. Venue may cancel at any time under Section 7.4.

17.3 Termination by Novela. Novela may terminate this Agreement (a) for convenience on 30 days' written notice, with a refund of any prepaid fees for the period after termination; (b) immediately on notice if Venue materially breaches this Agreement and does not cure within 10 days after notice, or if the breach is incapable of cure; or (c) immediately if Venue becomes insolvent or ceases to operate.

17.4 Suspension. Novela may suspend Venue's access, in whole or in part, with as much notice as is reasonably practicable, if Novela reasonably believes that Venue's use violates Section 5, threatens the security or integrity of the Services or a third-party service, or creates legal exposure for Novela, or if fees are unpaid under Section 7.7. Novela will restore access promptly once the issue is resolved.

17.5 Effect of termination. On cancellation or termination, Novi will stop sending communications on Venue's behalf at the end of the final billing period, Novela will disconnect Connected Accounts and delete stored credentials, and Sections 1, 6.2, 7 (as to amounts owed), 9.6, 9.7, 11, 12, 14.4, 15, 16, 17.5, 19, and 20 survive. Venue is responsible for redirecting inquiries and informing Couples of any change in how Venue communicates.

‍

18. Changes to the Services and this Agreement

‍

18.1 Services. Novela may improve, modify, add, or discontinue features of the Services. Novela will not materially reduce the core functionality of a paid assistant role during a billing period without Venue's consent and will give at least 30 days' notice before discontinuing a paid role, with a refund of prepaid fees for that role.

18.2 This Agreement. Novela may update this Agreement by posting the revised version at [novela.ai/venue-agreement] and updating the "Last updated" date. For material changes, Novela will give Venue at least 30 days' notice by email or in-product notice before the change takes effect. Continued use after the effective date constitutes acceptance. If Venue does not agree, Venue may cancel under Section 7.4 before the effective date. Changes will not apply retroactively and will not alter Promotional Terms under Section 8 without Venue's consent.

‍

19. Governing Law and Disputes

‍

19.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Informal resolution. Before filing a claim, each party will notify the other in writing of the dispute and the parties will attempt in good faith to resolve it within 30 days.

19.3 Venue for disputes. [Option A: Any dispute not resolved informally will be brought exclusively in the state or federal courts located in Charlottesville, Virginia, and each party consents to their jurisdiction.] [Option B: Any dispute not resolved informally will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules before a single arbitrator in Charlottesville, Virginia, with judgment enforceable in any court of competent jurisdiction; either party may seek injunctive relief in court for infringement or misuse of its intellectual property or Confidential Information.]

19.4 Equitable relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

19.5 Jury waiver and no class actions. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT CLAIMS MAY BE BROUGHT ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING.

19.6 Time limit. Any claim arising out of this Agreement must be brought within one year after the claim accrues, or it is permanently barred, except where applicable law does not permit this limitation.

‍

20. General

‍

20.1 Notices. Notices to Novela must be sent to Novela Company Inc., 107 W. Market Street, Charlottesville, VA 22902, Attn: Legal, with a copy to [legal@novela.ai]. Notices to Venue may be sent to the email address on Venue's account or delivered in-product, and are effective when sent.

20.2 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, except that Venue appoints Novela as its limited agent solely for the purpose of sending and receiving communications and taking the actions described in Section 4.2 within Venue's instructions.

20.3 Assignment. Venue may not assign this Agreement without Novela's written consent, except to a successor to substantially all of the venue business, on notice to Novela. Novela may assign this Agreement to an affiliate or to a successor in a merger, acquisition, or sale of assets. Any other attempted assignment is void.

20.4 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including outages of third-party services, internet or utility failures, acts of God, labor disputes, or government action, provided it uses reasonable efforts to resume performance. This does not excuse payment obligations.

20.5 Export and sanctions. Venue will not use the Services in violation of United States export control or sanctions laws.

20.6 Entire agreement; order of precedence. This Agreement, together with the Privacy Policy, any data processing addendum, and each Order and Promotional Terms, is the entire agreement between the parties regarding the Services and supersedes all prior agreements and communications on that subject, including any Venue Referral Agreement, which is terminated as to Venue on acceptance of this Agreement except for accrued payment obligations. If there is a conflict, the order of precedence is: (1) Promotional Terms and Order, (2) data processing addendum, (3) this Agreement, (4) Privacy Policy. No terms in a Venue purchase order or vendor onboarding form apply.

20.7 Waiver and severability. A failure to enforce a provision is not a waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remainder will remain in effect.

20.8 Interpretation. Headings are for convenience. "Including" means "including without limitation." Section references are to this Agreement unless stated otherwise.

20.9 Electronic acceptance. This Agreement may be accepted electronically, and electronic acceptance has the same force as a handwritten signature.