GENERAL TERMS AND CONDITIONS OF USE

1. General framework of the digital legal relationship

This instrument comprehensively, exhaustively, and legally binds every form of interaction between any natural or legal person and the digital ecosystem operated, managed, administered, licensed, or controlled directly or indirectly by Novera. This ecosystem includes, without limitation, websites, technology platforms, virtual environments, software systems, applications, user interfaces, automated services, functional modules, communication tools, data management systems, content repositories, technology integrations, and any other digital infrastructure made available to the public or to registered users.

The term “Platform” shall comprise all of these elements, regardless of access modality, underlying technology, distribution channel, functional nature, or technical means used for delivery. The Platform may operate under primary domains, subdomains, embedded environments, external integrations, test environments, mobile systems, programming interfaces, or any other present or future technological format.

Ownership, operational control, functional oversight, technical maintenance, and technological evolution of the Platform belong exclusively to Novera, which may act on its own or through affiliated entities, technology providers, authorized operators, or third parties contracted for specific purposes of operation, maintenance, development, support, or delivery of complementary services.

Access, navigation, informational consultation, registration, functional interaction, service contracting, data transmission, material downloads, or any form of Platform use constitutes express, full, and unconditional acceptance of this contractual instrument, without the need for additional formalities, physical signature, or separate confirmation.

In the event of total or partial disagreement with any provision contained herein, the user must refrain from using the Platform in any form or modality.

2. Legal nature of the binding agreement

These conditions constitute a legally enforceable agreement that establishes rights, obligations, limitations of liability, rules of permitted use, dispute resolution mechanisms, and regulatory provisions applicable to all digital interaction between the user and Novera.

The agreement is legally formed through mere use of the Platform, regardless of the duration of such use, degree of interaction, or completion of economic transactions. Even passive viewing of content constitutes a valid manifestation of contractual consent.

Acceptance of the agreement also extends to any person who accesses using credentials associated with a registered account, regardless of internal authorization granted by the holder of that account.

3. Access and use conditions for minors

Access to the Platform by persons who have not reached the legal age of majority in their jurisdiction may only occur under the direct and continuous supervision of a legal representative fully responsible for such use. This representative shall assume all contractual obligations arising from the minor’s access.

Novera assumes no responsibility for access by minors without adequate supervision, nor for the legal, technical, or economic consequences derived from such access.

4. Regulatory integration with complementary policies

This instrument forms part of an integrated digital regulatory system that includes, among other documents, privacy policies, operational technical standards, specific rules of use for particular services, cybersecurity procedures, data processing protocols, and any other regulatory document published by Novera.

All such instruments shall be deemed incorporated into this agreement by express reference, jointly constituting the complete legal framework of the digital relationship.

5. Services, functionalities, and operational scope

The Platform may offer, dynamically and variably over time, multiple digital services, including technological tools, automation modules, communication systems, data processing, statistical analysis, user management, information storage, external integrations, subscription services, interactive environments, and any other functionality Novera determines.

The availability, configuration, technical capacity, functional characteristics, and operational scope of such services may be modified at any time without any obligation of functional continuity or maintenance of prior versions.

6. Technological updates and system improvements

The user expressly acknowledges that technological evolution of the Platform is the exclusive prerogative of Novera. The Company may implement automatic updates, functional improvements, technical fixes, structural changes, or architectural modifications at any time.

Such modifications may affect prior system operability without generating any right to compensation, rollback, or maintenance of previous functionalities.

7. Authority to unilaterally modify the contractual content

Novera reserves the absolute right to modify the content of these conditions, their normative structure, legal scope, or any element of the digital regulatory framework at any time and without any obligation of individual notice.

Continued use of the Platform after publication of modifications shall constitute automatic acceptance of the updated version of the agreement.

8. Limited license of access and authorized use

The user is granted a restricted, personal, non-exclusive, revocable, and non-transferable license to access and use the Platform only as expressly permitted under this agreement.

This license does not imply transfer of ownership rights, grant of commercial rights, or authorization for economic exploitation of the system or its content.

9. Technical restrictions and operational prohibitions

It is strictly prohibited to perform reverse engineering, decompilation, source code extraction, functional replication, unauthorized automation, mass scraping, traffic manipulation, system interference, security alteration, vulnerability exploitation, or any other action intended to analyze, copy, replicate, or compromise the technical integrity of the Platform.

10. Account registration and user responsibility

Access to certain functionalities may require creating a personal account by registering identifying data, access credentials, and other information necessary for service delivery.

The user is responsible for the truthfulness, completeness, and ongoing updating of the information provided, as well as for the secure custody of their access credentials.

All activity carried out under a registered account shall be presumed performed by its holder, unless technically verifiable evidence proves otherwise.

11. Credential security and unauthorized access

The user acknowledges that access to certain functional areas of the Platform may require authentication via confidential credentials such as username, password, security tokens, multi-factor verification systems, or any other technical mechanism implemented by Novera.

Custody, protection, confidentiality, and proper use of such credentials are the user’s sole responsibility. The user must adopt all reasonable and necessary measures to prevent unauthorized access, including protection of physical devices, connection networks, password storage systems, and any other element enabling digital authentication.

The user agrees to notify Novera immediately of any suspicion, indication, or evidence of unauthorized account use, security breach, credential leakage, improper access, or any circumstance that may compromise the integrity of the system or stored information.

Novera reserves the right to proactively suspend account access where there are reasonable indications of security compromise, misuse, abnormal behavior, or contractual breach.

12. Right to refuse service and cancel accounts

Novera may, at any time and without prior justification, refuse to provide services, restrict specific functionalities, limit technical access, or permanently cancel user accounts when, in its sole discretion, there is breach of this agreement, operational risk, legal exposure, abusive behavior, or any circumstance that may affect the integrity of the digital ecosystem.

Account cancellation shall not automatically entitle the user to compensation, economic reimbursement, restitution of prior payments, or service continuity, unless mandatory law provides otherwise.

13. Downloading software, files, and digital materials

The Platform may allow downloads of software, technical documentation, multimedia files, data packages, or other digital materials. The user acknowledges that any download is performed at their own technical risk and operational responsibility.

Novera takes reasonable measures to maintain file integrity; however, it does not guarantee the absolute absence of errors, malfunctions, technical incompatibilities, security vulnerabilities, malicious software, or any other element that may affect the user’s systems.

The user assumes all responsibility for hardware damage, information loss, operational interruptions, system failures, or any consequence directly or indirectly derived from the use of downloaded material.

Novera assumes no responsibility for files, software, or resources obtained from external sources that are not part of its digital infrastructure.

14. Links to external resources and third-party services

The Platform may contain references, links, technical integrations, or direct access to resources operated by independent third parties. These resources may include external websites, cloud services, communication platforms, technology providers, analytics tools, or other digital environments outside Novera’s direct control.

Such links are provided solely for user convenience and do not constitute approval, validation, endorsement, or any warranty regarding third-party content, security, operational policies, or business practices.

Access to external services is at the user’s sole responsibility, and the user must review the terms and conditions applicable to those independent environments.

15. Conduct expressly prohibited within the digital environment

The user agrees not to use the Platform to engage in activities that violate the law, infringe third-party rights, compromise cybersecurity, disrupt system stability, or are incompatible with legitimate use of the digital environment.

Without limiting the general scope of this prohibition, the following conduct is expressly prohibited:

• Providing false or misleading information about the user’s identity.
• Impersonating natural or legal persons.
• Posting illegal, offensive, discriminatory, or defamatory content.
• Introducing malicious code, viruses, or destructive software.
• Conducting mass unsolicited communications.
• Interfering with normal system operation.
• Attempting to access restricted areas without authorization.
• Exploiting technical vulnerabilities for improper purposes.
• Using the Platform for fraudulent or deceptive activities.

Breach of these provisions may result in immediate suspension of access, account cancellation, legal action, or any other measure Novera deems appropriate.

16. User responsibility for published content

The user represents and warrants that all content they publish, transmit, store, or share through the Platform is rightfully owned by them or that they have sufficient legal authorization to use it.

The user also warrants that such content does not infringe intellectual property rights, privacy, image rights, reputation, or other legally protected rights of third parties.

The user agrees to indemnify Novera against any claim arising from content provided by the user.

17. No obligation to monitor content

Novera assumes no general obligation to supervise, review, validate, moderate, or control user-generated content. However, it may do so at its discretion when deemed necessary to preserve system security, legality, or integrity.

The Company may remove, modify, or restrict content without prior notice when it considers it inappropriate, illegal, or incompatible with service operation.

18. Electronic communications with the user

By interacting with the Platform or providing contact data, the user agrees to receive electronic communications from Novera related to service delivery, system updates, contractual notices, technical alerts, or any other communication necessary for operation of the digital environment.

Such communications shall have full legal validity equivalent to written communications in physical form.

19. Ownership of intellectual property rights in the Platform

All elements comprising the Platform, including software architecture, interface design, databases, textual content, graphic materials, source code, algorithms, technical functionalities, documentation, and any other digital component, are the exclusive property of Novera or its authorized licensors.

These elements are protected by national and international laws on copyright, trademarks, trade secrets, and other applicable rules.

No rights over such assets are transferred to the user except for the limited authorization to use them under this agreement.

20. Restricted use of distinctive signs and trademarks

Trade names, logos, registered marks, identifying graphic elements, and other distinctive signs associated with Novera may not be used by the user in any commercial, promotional, or technical context without prior written authorization.

Any use that could cause confusion regarding ownership, origin, sponsorship, or commercial relationship with Novera is prohibited.

21. User comments, suggestions, and contributions

The user may voluntarily submit comments, suggestions, technical observations, or improvement proposals related to the Platform or its services.

Unless expressly agreed otherwise, such contributions shall be considered non-confidential and Novera may use them freely without obligation of compensation or authorship credit.

22. Unsolicited ideas and no obligation to evaluate

Novera does not accept unsolicited business proposals, technology concepts, product designs, advertising strategies, or other ideas. This policy aims to avoid potential conflicts arising from similarities between internal projects and external proposals.

Voluntary submission of ideas implies acknowledgment that Novera assumes no obligation of confidentiality or compensation.

23. Legal effects of voluntary submission of ideas

If the user decides to submit an idea despite the foregoing, they agree that:

• The idea is not considered confidential.
• Novera has no obligation to compensate.
• The Company may use it freely.
• The sender will indemnify Novera against claims arising from its use.

24. Duration of the contractual agreement

This agreement shall remain in effect as long as the user accesses, uses, or maintains any form of interaction with the Platform.

The user may end the relationship by completely ceasing use of the system and removing any of their own content hosted in the digital infrastructure.

25. Effects of termination of the agreement

Upon termination of the contractual relationship, the user must delete from their systems any copies of protected content they have accessed.

Provisions that by their nature must survive termination shall remain fully in effect.

26. Unilateral termination by Novera

Novera may, at any time, without prior notice and for any reason it deems reasonable, suspend, restrict, or terminate the user’s access to the Platform, to part of its functionalities, or to all available services.

This authority includes, without limitation, cases of contractual breach, misuse, security risk, abusive behavior, prolonged inactivity, potential legal conflicts, regulatory requirements, or any circumstance that, at Novera’s sole discretion, justifies interruption of access.

Termination may be immediate, without entitlement to refund, compensation, economic restitution, or operational continuity of the service, unless mandatory law provides otherwise.

27. Survival of provisions after termination

Termination of access or the agreement shall not extinguish those provisions which, by their legal nature, must remain in force to preserve rights, responsibilities, limitations of liability, indemnification obligations, intellectual property protection, dispute resolution mechanisms, or any other clause intended to survive the end of the contractual relationship.

28. General disclaimer of warranties

The Platform, all its content, functionalities, associated services, and available materials are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise.

To the maximum extent permitted by applicable law, Novera expressly disclaims any warranty relating to:

• Fitness for a particular purpose.
• Uninterrupted operation.
• Accuracy or completeness of content.
• Absence of technical errors.
• Compatibility with user systems.
• Absolute security against intrusions.
• Specific commercial or functional results.

The user acknowledges that use of the Platform is at their sole technical, economic, and operational risk.

29. No liability for third-party content

Novera does not endorse, validate, or assume responsibility for products, services, statements, content, advertisements, or materials offered by third parties through the Platform or via external links.

Any contractual relationship or commercial interaction between the user and a third party is established exclusively between those parties, without Novera’s involvement or liability.

30. Risks inherent to digital transmission of information

The user acknowledges that transmission of data through digital networks, the internet, telecommunications infrastructures, or external IT systems entails inherent risks beyond Novera’s control, including interception, information loss, transmission delays, data alteration, or technical failures.

Novera shall not be liable for damages arising from such risks inherent to global communications infrastructure.

31. General limitation of economic liability

To the maximum extent permitted by applicable law, Novera’s total cumulative liability to the user, arising from any cause, legal theory, or claim type, shall be limited to the amount actually paid by the user for access to or use of the specific service that gave rise to the claim.

In no event shall Novera be liable for indirect, incidental, consequential, special, punitive damages, loss of profits, business interruption, loss of data, loss of economic opportunities, or any other intangible damages.

32. Application of limitations in specific jurisdictions

Where the law of a jurisdiction restricts the validity of certain exclusions or limitations of liability, such limitations shall apply to the maximum extent permitted by the applicable rules in that jurisdiction, without invalidating the remaining contractual provisions.

33. General user indemnification obligation

The user agrees to defend, indemnify, and hold harmless Novera, its directors, employees, contractors, agents, affiliates, and representatives against any claim, demand, legal action, damage, loss, cost, expense, or liability arising directly or indirectly from:

• Use of the Platform.
• Breach of this agreement.
• Violation of third-party rights.
• Content provided by the user.
• Illegal or negligent conduct.
• Activities performed through the user’s account.

34. Expanded scope of indemnification

The indemnification obligation includes reasonable legal fees, investigation costs, court costs, compensatory damages, out-of-court settlements, and any other necessary costs to defend Novera’s interests.

Indemnification obligations shall not be reduced by claims the user may have against Novera.

35. General release of claims

The user expressly waives any present or future claim against Novera related to use of the Platform, except those that cannot legally be excluded under applicable law.

36. Amicable dispute resolution procedure

Before initiating any formal proceeding, the parties agree to make reasonable good-faith efforts to resolve any disagreement through direct negotiation, written communication, and pursuit of equitable solutions.

37. Mandatory binding arbitration

If amicable resolution is not reached within a reasonable time, any dispute arising from this agreement shall be resolved through individual binding arbitration administered by a recognized arbitral institution under applicable commercial rules.

The arbitration shall be conducted before a single arbitrator appointed by mutual agreement of the parties or, failing that, by the competent arbitral institution.

38. Arbitration procedure modalities

The arbitration may be conducted in person, on a documentary basis, remotely, or by any modality that ensures procedural fairness and operational efficiency.

Each party shall have the right to be heard, submit evidence, present arguments, and fully participate in the process.

39. Seat of arbitration

The arbitration shall take place in Montreal, Province of Quebec, Canada, unless otherwise agreed by the parties.

40. Scope of the arbitral decision

The arbitrator’s decision shall be final, binding, and enforceable, with no right of appeal except in exceptional cases provided by applicable law.

41. Confidentiality of the arbitration proceeding

All arbitration proceedings, submitted documents, evidence, deliberations, and decisions shall be strictly confidential, except where legal disclosure is required.

42. Arbitration exclusions

Not subject to arbitration are actions intended to protect intellectual property rights, prevent misuse of systems, request urgent injunctive relief, or claim cybersecurity violations.

43. Governing law

This agreement shall be governed and interpreted under the laws in force in the Province of Quebec, without regard to conflict-of-law rules.

44. Statute of limitations for legal actions

Any action arising from use of the Platform must be initiated within the applicable legal limitations period from the moment the cause of action arises, and shall be permanently barred if not brought within that period.

45. Entire agreement

This document, together with the complementary policies incorporated by reference, constitutes the entire agreement between the user and Novera regarding use of the Platform and supersedes any prior understanding, whether oral or written.

46. Additional documentary cooperation

The user agrees to sign or provide any additional documentation reasonably required to give full legal effect to this agreement.

47. Severability

If any clause is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect.

48. No waiver of rights

Novera’s failure to exercise any right shall not constitute a waiver of that right.

49. Prohibition of assignment by the user

The user may not transfer or assign rights or obligations under this agreement without Novera’s prior written consent.

50. Successors and authorized assigns

This agreement shall be binding upon the parties’ legal successors and authorized assigns.

51. No third-party beneficiaries

No person other than the parties shall have any right to enforce this agreement.

52. Waiver of punitive damages

To the maximum extent permitted by applicable law, the parties waive any claim for punitive or exemplary damages.

53. Formal closing of Document 1

The foregoing provisions constitute the complete set of general conditions governing access, use, and operation within Novera’s digital infrastructure under the regulatory framework of this Document 1.

54. Establishment of the contractual service relationship

These Terms of Service specifically govern access, use, operation, contracting, and provision of the technological services offered through the Novera Platform, including all software systems, functionalities, communication channels, digital tools, operational modules, external integrations, and associated technological resources.

This instrument constitutes an independent but complementary agreement to the general framework of conditions previously established, specifically regulating functional service provision, use of operational tools, and execution of technical activities within the digital environment.

Access to or use of any service functionality constitutes express acceptance of these specific provisions.

55. Legal capacity to use the services

To use the services offered through the Platform, the user represents and warrants that they have full legal capacity to enter into binding contracts under the applicable law of their jurisdiction.

The user represents that the information provided during registration is truthful, complete, accurate, and up to date.

Novera may suspend or cancel access when it detects false, incomplete, or misleading information.

56. Ongoing modification of the Platform and services

Novera reserves the right to modify, expand, reduce, replace, or remove any system functionality at any time, including changes that alter prior service operation.

The user acknowledges that technological evolution may involve structural changes that modify the functional experience without generating any right to object or claim compensation.

57. No reliance on future developments

Service contracting shall not be conditioned on delivery of future functionalities, improvements, expanded versions, technological extensions, or continuity of specific features beyond the current contractual term.

58. Service provided as operationally available

Services are provided based on existing functionality, without guarantee of adaptation to the user’s specific needs, without promise of commercial results, and without commitment to particular performance.

59. Functional terminology of technical features

The names used to describe technological functionalities are specific to the Novera ecosystem and do not imply functional equivalence with products or services offered by third parties.

60. Additional terms applicable to specific programs

Certain services may be subject to additional particular conditions governing specific programs, advanced functionalities, external integrations, or specialized modules.

Where there is a conflict between general provisions and specific service conditions, the particular conditions applicable to the specific service shall prevail.

61. Ownership of intellectual property rights in the system

The entire Platform, including its content, technical structure, functionalities, databases, visual components, communication systems, software architecture, algorithms, operational processes, and associated documentation, is the exclusive property of Novera or its authorized licensors.

These elements are protected by national and international intellectual property laws.

62. Protection of distinctive commercial signs

Trade names, trademarks, logos, graphic elements, symbols, and identifying signs associated with Novera are protected under applicable law and may not be used without prior written authorization.

63. Limited license to use Platform content

Novera grants the user a personal, revocable, non-exclusive, and non-transferable license to access and use system content solely for permitted purposes within the service delivery framework.

Any reproduction, redistribution, transmission, republication, modification, or exploitation of content without express authorization is prohibited.

64. Prohibited uses of the service system

The user agrees not to use the Platform for:

• Violating applicable law.
• Activities that harm third parties.
• Transmitting illegal content.
• Distributing mass unsolicited communications.
• Technical interference with systems.
• Unauthorized automation.
• Introducing malicious code.
• Unauthorized access to technical infrastructure.

65. Client responsibility for service use

The user shall be fully responsible for all actions carried out by them, their employees, agents, representatives, or end customers who use the Platform under their authorization.

The user is responsible for regulatory compliance, obtaining legal permissions, third-party consent, and accuracy of provided data.

66. Use of digital communication functionalities

Services may include communication tools such as electronic messaging, voice systems, data transmission, or other technological means.

The user shall be solely responsible for the content, recipients, legal compliance, and required consent for such communications.

Novera acts exclusively as the technology provider of the transmission system.

67. Technical nature of the transmission system

Communications sent through the Platform are generated, scheduled, and initiated by the user. Novera does not originate, edit, or control the content of such communications.

68. Responsibility for contact data and consent

The user warrants that all contact information uploaded into the system belongs to persons who have given valid consent under applicable law to receive communications.

69. Economic obligations for service use

Access to certain services may be subject to periodic fees, subscription charges, one-time fees, or variable costs depending on usage level.

The user agrees to pay all applicable amounts in accordance with the current commercial terms.

70. Automatic billing and payment method

Charges associated with use of the services may be billed automatically to the payment method on file.

The user agrees to keep valid, up-to-date payment information sufficient to cover incurred charges.

71. Responsibility for telecommunications charges

Charges associated with telecommunications providers, transmission networks, or other external services required for technical service provision shall be the user’s sole responsibility.

72. Non-refundable nature of fees

Unless expressly stated otherwise, all fees paid for access to or use of the services are final and non-refundable.

73. Taxes and tax obligations

The user shall be responsible for payment of all applicable taxes arising from use of the services or transactions made through the Platform.

74. Tax adjustments and recalculation of tax obligations

Novera may, at any time and in accordance with applicable law, recalculate, adjust, or apply additional charges for taxes, government fees, or regulatory contributions when it determines such amounts are required under current rules.

The user agrees to pay any additional amount resulting from such adjustments, even if determined after initial billing.

75. Non-payment, suspension, and recovery of outstanding amounts

If the user fails to pay the amounts due for contracted services, Novera may temporarily or permanently suspend service provision without prior notice.

The user agrees that any outstanding balance may accrue interest under applicable law, as well as recovery costs, legal fees, and administrative costs resulting from collection efforts.

76. Billing disputes

The user must notify in writing any dispute relating to billed charges within the period established by applicable rules from the invoice date.

Failure to notify within such period shall constitute full acceptance of the billed charge.

During dispute resolution, the user must continue paying undisputed amounts.

77. General no-refund policy

Unless specifically stated otherwise, payments made for services, subscriptions, additional functionalities, or operational expansions shall not be refunded in whole or in part, including unused periods within an active subscription.

The user’s failure to actively use the service during a given period does not relieve the payment obligation.

78. Limited exceptions to the no-refund policy

In exceptional situations and at Novera’s sole discretion, credits or partial refunds may be granted when:

• Substantial service modifications negatively affect the user.
• Prolonged outages prevent service use.
• A legal obligation to refund exists under applicable law.

These decisions do not set a binding precedent for future requests.

79. Excessive resource usage and technical limitation

Disproportionate use of technological resources, storage, data processing, bandwidth, or communication systems that affects overall performance may result in technical limitations, capacity reduction, or temporary service suspension.

Novera may implement automated control mechanisms to preserve operational stability.

80. Tiered service structure and scalability

The Platform may offer different service levels, tiered plans, or differentiated modalities based on operational capacity, usage volume, or included technical features.

The user may choose higher tiers when greater functional capacity is required.

81. Training and instruction on system use

Novera may offer training sessions, technical documentation, operating guides, or training materials intended to facilitate system use.

Such materials are provided without guarantee of specific commercial or strategic results.

The user is responsible for properly applying the information received to their particular context.

82. Registration and updating of user information

The user must provide complete, truthful, and up-to-date information during registration and keep it current throughout the contractual relationship.

Inaccurate or outdated information may result in access suspension.

83. Protection and confidentiality of access credentials

The user is solely responsible for protecting their authentication credentials, including any technical access mechanism used to log in.

Any use made through such credentials shall be deemed authorized by the account holder.

84. User-generated content

The user retains ownership of the data, content, materials, files, or information they upload to the Platform.

However, the user grants Novera a limited license to process, store, transmit, and use such data to the extent necessary to provide the service.

85. Expanded license for service improvement

The user authorizes Novera to use aggregated, anonymized, or statistical data derived from Platform use to improve functionalities, develop new tools, or conduct internal analyses.

Such use shall not involve disclosure of personally identifiable information without consent.

86. Representations regarding content rights

The user represents that they have all rights necessary to upload, store, and process the content introduced into the Platform and warrants that such content does not infringe third-party rights.

87. Voluntary submission of development ideas

The Platform may include mechanisms for users to submit suggestions or proposals for new functionalities.

Voluntary submission of such ideas grants Novera a perpetual, irrevocable, royalty-free license to use them.

88. Conditions applicable to proposal submissions

The user acknowledges that:

• The proposal is not considered confidential.
• Novera has no obligation to develop it.
• There is no automatic right to compensation.
• Novera may be independently developing similar projects.

89. Procedure for copyright infringement claims

If a third party believes their intellectual property has been violated by content hosted on the Platform, they may submit a formal notice in accordance with applicable legal requirements.

Novera will investigate such notices and may remove allegedly infringing content when it deems appropriate.

90. User counter-notice procedure

If the user believes their content was removed improperly, they may submit a formal counter-notice meeting the applicable legal requirements.

Novera will evaluate whether restoration of the content is appropriate under applicable rules.

91. Content provided by independent third parties

The Platform may include materials, opinions, comments, or content provided by independent third parties.

Novera assumes no responsibility for the accuracy, truthfulness, or legality of such content.

92. External links to independent sites

Including external links does not imply approval or endorsement by Novera regarding the content, policies, or practices of such sites.

Access to external resources is at the user’s sole responsibility.

93. Expanded disclaimer of specific service warranties

Service provision does not guarantee that:

• The system will operate without interruptions.
• The content will be fully accurate or up to date.
• There will be no technical errors.
• The service will meet specific commercial expectations.
• Specific financial results will be achieved.

The user acknowledges that all use of the system is at their own responsibility.

94. Specific limitation of liability for service provision

To the maximum extent permitted by applicable law, Novera shall not be liable for damages arising directly or indirectly from use, inability to use, interruption, modification, suspension, or removal of services provided through the Platform.

This limitation includes, without limitation:

• Loss of revenue or business profits.
• Loss of data or information.
• Interruption of business operations.
• Technical failures of external systems.
• Business decisions based on service use.
• Indirect or consequential damages of any nature.

95. Maximum cumulative liability

Novera’s total cumulative liability arising from any claim related to the services shall not exceed, in any case, the total amount actually paid by the user for such services during the contractual period immediately preceding the event giving rise to the claim.

96. Jurisdictional limitations of liability

Where certain jurisdictions do not allow exclusion or limitation of certain types of liability, such limitations shall apply to the maximum extent permitted by applicable local law, without affecting the validity of the remaining contractual provisions.

97. User indemnification obligation regarding services

The user agrees to defend, indemnify, and hold harmless Novera against any claim, legal action, damage, loss, or expense resulting from:

• Improper use of the services.
• Breach of these terms.
• Violation of applicable laws.
• Infringement of third-party rights.
• Content uploaded or transmitted through the Platform.

98. Scope of the indemnification obligation

The indemnification obligation includes reasonable legal fees, procedural costs, investigation costs, settlement agreements, and any expense necessary to defend Novera’s interests.

99. User cooperation in legal defense

The user will fully cooperate with Novera in defending any claim covered by the indemnification obligation, providing information, documentation, and reasonable assistance as requested.

100. Temporary service suspension for maintenance or technical causes

Novera may temporarily suspend access to the services to perform scheduled maintenance, security updates, technological improvements, or due to unforeseen technical causes.

When reasonably possible, Novera will seek to provide advance notice to the user.

101. Interruptions beyond Novera’s reasonable control

Novera shall not be liable for interruptions resulting from telecommunications network failures, infrastructure provider failures, cyberattacks, natural disasters, labor disputes, governmental acts, or any force majeure event.

102. Force majeure and unforeseen events

A force majeure event shall be any circumstance beyond Novera’s reasonable control that prevents or significantly hinders normal service provision.

During the event, affected obligations shall be suspended without liability to Novera.

103. Termination of service by the user

The user may stop using the services at any time, subject to compliance with any outstanding payment obligations and the specific conditions of the subscribed plan.

Voluntary termination shall not entitle the user to a refund unless expressly stated otherwise.

104. Termination for contractual breach

Novera may terminate service provision when the user breaches contractual obligations, uses the system improperly, fails to pay, or violates applicable legal provisions.

105. Effects of service termination

Upon termination, the user’s access shall cease immediately, without prejudice to outstanding obligations that must be fulfilled under this agreement.

106. Data retention or deletion after termination

Novera may retain data for the period required by legal, regulatory, or operational security obligations, after which it may delete such data in accordance with its internal policies.

107. Prior amicable dispute resolution procedure

Before initiating formal proceedings, the parties will attempt to resolve any dispute through good-faith direct negotiation.

108. Individual binding arbitration for service disputes

Any dispute not resolved through negotiation shall be submitted to individual binding arbitration under applicable commercial rules.

109. Express waiver of class actions

The parties expressly waive participation in class actions or representative proceedings related to use of the services.

110. Seat of arbitration applicable to the service

The arbitration shall take place in Montreal, Province of Quebec, unless otherwise agreed by the parties.

111. Confidentiality of the arbitration process

All arbitration proceedings shall be confidential except where legal disclosure is required.

112. Governing law for service provision

These Terms of Service shall be governed by the laws in force in the Province of Quebec.

113. Deadline to bring legal actions related to the service

Any claim must be filed within the applicable legal limitations period from the time the cause of action arises.

114. Entire contractual framework for service provision

These Terms of Service, together with the General Terms and Conditions of Use, complementary policies, operational annexes, technical standards, and any document incorporated by express reference, constitute the complete and exclusive agreement between the user and Novera regarding provision of technological services through the Platform.

This set of rules supersedes any prior communication, negotiation, understanding, or agreement, whether oral or written, relating to the same subject matter.

115. Additional documentation required for contractual compliance

The user agrees to provide, sign, or formalize any additional documentation reasonably necessary to execute, perfect, or enforce obligations under these Terms of Service.

This may include identity verification, acceptance of technical annexes, authorization confirmations, or any other document required for regulatory, operational, or security reasons.

116. Severability of contractual provisions

If any provision of these Terms of Service is declared invalid, illegal, or unenforceable by a competent authority, such provision shall be modified to the minimum extent necessary to make it valid, and the remaining clauses shall remain fully in effect.

117. No waiver of contractual rights

Novera’s failure to exercise any right, power, or prerogative under these Terms of Service shall not constitute a waiver of such right nor prevent its later exercise.

118. Prohibition of unauthorized assignment by the user

The user may not assign, transfer, delegate, or convey, in whole or in part, their rights or obligations under these Terms of Service without Novera’s prior written consent.

Any attempted unauthorized assignment shall be null and void.

119. Assignment by Novera

Novera may assign or transfer its rights and obligations under these Terms of Service to an affiliate, corporate successor, asset acquirer, or entity resulting from a business reorganization without requiring the user’s prior consent.

120. Succession and binding effect

These Terms of Service shall be binding on the parties and their respective successors, legal representatives, and authorized assigns.

121. No third-party contractual beneficiaries

Unless expressly stated otherwise, no person other than the user and Novera shall have the right to enforce or benefit from these Terms of Service.

122. Consistent interpretation of the agreement

Section headings are included solely for organizational purposes and shall not affect legal interpretation of the content.

Any interpretive ambiguity shall be resolved in a manner that reasonably reflects the parties’ contractual intent in the context of the Platform’s technological operation.

123. Official language of the agreement

The official and legally binding version of these Terms of Service shall be the one drafted in Spanish, unless Novera publishes equivalent versions in other languages with express legal effect.

In the event of discrepancies between language versions, the version designated as official by Novera shall prevail.

124. Electronic contractual notices

Any notice, formal communication, or legal alert related to service provision may be delivered electronically, including via email, user dashboard, internal messaging system, or any other digital channel enabled by Novera.

Notices shall be deemed received at the time of electronic transmission or when they become available in the user’s account.

125. Future changes to the Terms of Service

Novera may modify, update, replace, or revise these Terms of Service at any time to reflect regulatory changes, technological evolution, operational adjustments, or strategic business decisions.

The current version will be published on the Platform, and continued use of the services after publication constitutes full acceptance of the modifications.

126. Operational continuity after contractual modifications

Contractual modifications may apply immediately to service provision, even when they affect prior configurations, functional structures, or existing commercial conditions, provided they do not contravene mandatory legal provisions.

127. Independent relationship between the parties

The relationship between the user and Novera is strictly contractual and does not create an employment relationship, partnership, agency, franchise, or legal representation between the parties.

Neither party has authority to legally bind the other except as expressly provided in this agreement.

128. User’s general legal compliance

The user agrees to comply with all laws, regulations, and rules applicable to their activity, including data protection laws, electronic communications rules, intellectual property laws, digital commerce regulations, and any other rules relevant to use of the services.

129. Cooperation with regulatory authorities

Novera may disclose user information when legally required by court order, regulatory demand, governmental investigation, or any other applicable legal obligation.

130. Technology export and international compliance

The user agrees to comply with all applicable regulations regarding technology exports, economic sanctions, international trade controls, and government restrictions related to use of software or digital services.

131. Ethical use of technological infrastructure

The user agrees to use the services ethically, responsibly, and in line with reasonable standards of digital conduct, avoiding any use that could cause systemic harm, social risk, or negative impact on third parties.

132. Protection of the digital ecosystem’s integrity

Novera may implement technical, administrative, or operational measures intended to preserve the stability, security, and reliability of the digital environment, including automatic restrictions, usage controls, or activity verification.

133. Formal closing of Document 2

The foregoing provisions constitute the complete set of specific terms governing the provision of technological services through the Novera Platform, complementing the general framework of conditions previously established.

134. Comprehensive interpretation and regulatory coherence

The General Terms and Conditions of Use contained in Document 1 and the Terms of Service established in Document 2 must be interpreted jointly, harmoniously, and systematically, forming a single comprehensive contractual framework governing the entire legal relationship between the user and Novera.

In the event of apparent contradiction between provisions, the provision that is more specific to the particular service or situation shall apply, without implying repeal of the remaining contractual content.

135. Principle of contractual good faith

The parties acknowledge that execution of this agreement is based on the principle of objective good faith, and they agree to act loyally, transparently, and consistently with the purpose of the contracted digital service.

Any exercise of rights must be carried out in accordance with reasonable standards of proportionality and coherence with the system’s technological structure.

136. Evidentiary preservation of digital records

The user acknowledges that electronic records, activity logs, access histories, transaction records, digital confirmations, and electronic communications stored by Novera constitute valid and sufficient evidence of operations performed within the Platform.

Such records may be used as evidence in any administrative, arbitral, or judicial proceeding.

137. Validity of electronic acceptance

Electronic acceptance of these terms via click, registration, continued system use, or any form of digital interaction constitutes valid and binding contractual consent, equivalent to a handwritten signature under applicable electronic contracting laws.

138. Individual responsibility of the business user

Where the user acts on behalf of a legal entity, the user represents and warrants that they have sufficient authority to bind that entity under these terms.

In such case, all assumed obligations shall be binding on the represented legal entity.

139. Protection against fraudulent system use

Novera may implement additional verification mechanisms, technical audits, manual or automated review, and preventive controls where there are indications of fraudulent use, system abuse, or cybersecurity violations.

These measures may include temporary suspension, functional limitation, or requests for additional information from the user.

140. Express reservation of rights not granted

All rights not expressly granted to the user under this agreement are reserved by Novera.

No provision shall be interpreted as an implied grant of license, commercial right, or authorization beyond what is strictly necessary for legitimate service use.

141. Electronic nature of the contractual relationship

The relationship between the user and Novera takes place entirely in a digital environment; therefore, most interactions, communications, notices, and contractual operations will be executed through automated electronic systems.

The user accepts the legal validity of such digital mechanisms as the primary form of contractual interaction.

142. Continuous technological updating of the contractual framework

Given the dynamic nature of digital services, the contractual framework may evolve in parallel with technological improvements, regulatory adaptations, or operational changes implemented by Novera.

Updated versions shall automatically replace previous versions from their publication date.

143. Express acknowledgment by the user

The user declares that they have fully read, fully understood, and voluntarily accepted all provisions contained in Document 1, Document 2, and the final provisions integrated into this instrument.

The user further acknowledges having had a reasonable opportunity to review the terms before using the Platform or contracting services.

144. Effective date

This agreement shall become effective on the date the user first accesses the Platform or uses any service offered by Novera, whichever occurs first.

Later versions shall automatically replace the prior version from their publication date.

145. Final statement of contractual validity

The provisions herein constitute a valid, binding, and enforceable agreement under applicable law, establishing the complete legal framework governing digital interaction between the user and Novera.

Continued use of the system implies ongoing acceptance of the current terms.