Terms of Use

Effective Date: April 1, 2026 · Last Updated: April 15, 2026

These Terms of Use (the “Terms”) are a binding agreement between you and NOVATE.AI LLC, a Virginia limited liability company (“Novate,” “we,” “our,” or “us”). The Terms govern your access to and use of https://novate.ai (the “Site”), our software applications (including Sample Miner, collectively the “Software”), and any related services we provide (together with the Site and the Software, the “Services”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Eligibility

You must be at least 18 years old, or the age of majority in your jurisdiction if older, to use the Services. By using the Services, you represent and warrant that you meet this requirement and that you have the legal capacity to enter into these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and “you” refers to both you individually and that organization.

2. Changes to the Terms or the Services

We may modify these Terms at any time. When we make material changes, we will update the “Last Updated” date above and, where appropriate, provide additional notice. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of them. If you do not agree to the updated Terms, you must stop using the Services. We may also add, modify, suspend, or discontinue features of the Services at any time, with or without notice, and we will not be liable to you for any such change.

3. License to Use the Site

Subject to your compliance with these Terms, Novate grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your personal or internal business purposes. This license does not permit you to resell, republish, or commercially exploit the Site or its content.

4. License to Use the Software

Any Software made available by Novate is licensed, not sold. Subject to your compliance with these Terms and any applicable end-user license or purchase terms, Novate grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software on devices you own or control, solely for your own use and in accordance with the documentation we provide.

Unless expressly permitted by applicable law or a separate written agreement with us, you may not: (a) copy, modify, or create derivative works of the Software; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, or transfer the Software; (d) remove, alter, or obscure any proprietary notices; (e) use the Software to develop a competing product; or (f) circumvent any license-verification, digital-rights-management, or technical-protection mechanism.

5. Accounts, Licenses, and Security

Some features of the Services require a license key or account credentials. You are responsible for maintaining the confidentiality of your credentials and license keys and for all activity that occurs under them. You agree to notify us promptly at contact@novate.ai if you believe your credentials have been compromised. We may suspend or terminate your access if we reasonably believe your credentials have been misused.

6. Fees, Payment, and Refunds

Certain elements of the Services require payment. Prices and payment terms are stated at the point of purchase. Unless otherwise required by law, all fees are non-refundable once the license has been delivered, except as expressly stated in our refund policy at the point of purchase or as otherwise required by applicable consumer-protection law. You are responsible for all applicable taxes. Payment is processed by third-party payment processors (for example, Stripe or Lemon Squeezy), and your use of payment services is subject to their terms and privacy policies.

If you purchase a recurring subscription, it will renew automatically at the then-current price unless you cancel in accordance with the instructions provided at purchase. You may cancel at any time; cancellation will take effect at the end of the then-current billing period.

7. Free Trials and Beta Features

We may from time to time offer free trials or designate certain features of the Services as “alpha,” “beta,” “preview,” or similar (“Beta Features”). Beta Features are provided for evaluation purposes and may be incomplete, unstable, or withdrawn at any time. Beta Features are provided strictly “as is,” without any warranty of any kind, and any feedback you provide may be used by us without restriction or compensation.

8. Acceptable Use

You agree not to use the Services to, and not to assist or permit any other person to:

9. User Content

Audio files, projects, settings, presets, and other content you create, upload, or process using the Services (“User Content”) remain yours. You retain all ownership rights you have in your User Content, and Novate claims no ownership of it.

If you submit feedback, suggestions, or ideas about the Services (“Feedback”), you grant Novate a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that Feedback into the Services without any obligation to you.

You are solely responsible for your User Content, including the right to use it and for any consequences of its use. You represent and warrant that you have all rights necessary to use any third-party content with the Services (for example, samples you process must be content you have the right to use).

10. Intellectual Property Rights

The Services, including all software, text, graphics, logos, user interfaces, designs, and the selection and arrangement thereof, are the exclusive property of Novate or its licensors and are protected by copyright, trademark, and other intellectual-property laws. “NOVATE,” “NOVATE.AI,” “Sample Miner,” and related names, logos, and designs are trademarks of Novate. Except for the limited license expressly granted in these Terms, no right, title, or interest in or to the Services is transferred to you.

11. Third-Party Services and Open-Source Software

The Services may include or interoperate with third-party software, services, or content (including open-source components). Your use of those third-party items may be subject to separate terms. Novate does not control, and is not responsible for, third-party services or content, and their inclusion does not imply endorsement.

12. Copyright and DMCA Policy

We respect the intellectual-property rights of others and expect users to do the same. If you believe that material available through the Services infringes your copyright, you may submit a notice under the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512) to our designated agent:

DMCA Designated Agent
NOVATE.AI LLC
Falls Church, Virginia, USA
Email: contact@novate.ai

Your notice must include: (a) a physical or electronic signature of the rights holder or authorized agent; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material claimed to be infringing and its location; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act. We may terminate the accounts of repeat infringers in appropriate circumstances.

13. Termination

You may stop using the Services at any time. We may suspend or terminate your access to all or part of the Services at any time, with or without notice, if we reasonably believe you have violated these Terms, if required by law, or if we discontinue the Services. Upon termination, your license to use the affected Services immediately ends, and you must cease use. Sections intended by their nature to survive termination, including Sections 9–12 and 14–20, will survive.

14. Disclaimer of Warranties

The Services are provided “as is” and “as available,” without warranties of any kind, express or implied. To the maximum extent permitted by applicable law, Novate, its affiliates, and its licensors disclaim all warranties, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, and any warranties arising from course of dealing or usage of trade.

Novate does not warrant that the Services will be uninterrupted, timely, secure, or error-free; that defects will be corrected; or that the Services, our servers, or any content are free of viruses or other harmful components. Any content or material obtained through the Services is used at your own discretion and risk.

15. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Novate, its affiliates, or its licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, use, goodwill, or other intangible losses, arising out of or relating to your access to or use of, or inability to access or use, the Services, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not Novate has been advised of the possibility of such damage.

In no event will Novate's aggregate liability arising out of or relating to these Terms or the Services exceed the greater of (a) one hundred U.S. dollars ($100) or (b) the amount you paid Novate for the Services giving rise to the claim in the twelve (12) months preceding the event giving rise to the liability.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In those jurisdictions, Novate's liability is limited to the greatest extent permitted by law.

16. Indemnification

You agree to indemnify, defend, and hold harmless Novate, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your access to or use of the Services; (b) your violation of these Terms; (c) your User Content; or (d) your violation of any law or third-party right. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of such claims.

17. Export Compliance and Sanctions

The Services may be subject to U.S. export-control and economic-sanctions laws and regulations. You represent and warrant that you are not located in, under the control of, or a resident of any country or region subject to a U.S. embargo, and that you are not on any U.S. government restricted-party list. You agree not to export, re-export, or transfer the Services in violation of applicable law.

18. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the Commonwealth of Virginia, USA, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 19, the state and federal courts located in Fairfax County, Virginia will have exclusive jurisdiction over any dispute that is not subject to arbitration, and you and Novate consent to the personal jurisdiction of those courts.

19. Dispute Resolution

We prefer to resolve disputes informally. Before initiating any formal proceeding, you agree to contact us at contact@novate.ai with a description of your claim and to allow us at least thirty (30) days to attempt to resolve it in good faith. If the dispute is not resolved within that period, either party may pursue the remedies available under applicable law, subject to the limitations in these Terms. Nothing in these Terms prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual-property rights.

20. General Provisions

Entire Agreement. These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Novate regarding the Services and supersede all prior agreements and understandings on the subject.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

No Waiver. Our failure to enforce any right or provision of these Terms will not be a waiver of that right or provision.

Assignment. You may not assign these Terms or any rights under them without our prior written consent. We may freely assign these Terms and our rights under them, including in connection with a merger, acquisition, reorganization, or sale of assets.

Force Majeure. Novate will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, acts of government, war or terrorism, civil unrest, network or power outages, or pandemics.

Notices. We may provide notices to you by email, through the Services, or by other reasonable means. You must provide notices to us at contact@novate.ai.

Headings. Headings are for convenience only and do not affect the interpretation of these Terms.

21. Contact

NOVATE.AI LLC
Falls Church, Virginia, USA
Email: contact@novate.ai