Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the NovumStartup platform at novumstartup.com and any related services (collectively, the "Service"), operated by EdenClay LLC ("EdenClay," "we," "us," or "our"). By creating an account or using the Service, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Service.

2. Eligibility

You must be at least 13 years old to use the Service, and you must not be barred from using it under any applicable law. If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

One feature carries a higher age requirement: you must be at least 18 years old to use the AI assistant described in section 6. The 13-year minimum above governs the rest of the Service.

3. Accounts & Security

You are responsible for providing accurate account information and for keeping your credentials secure. You are responsible for all activity that occurs under your account. Notify us promptly if you believe your account has been compromised. How we handle your account data is described in our Privacy Policy.

4. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of these Terms
• Abuse, harass, or harm other users, or impersonate any person or entity
• Scrape, crawl, reverse engineer, or attempt to extract the source code of the Service except as permitted by law
• Interfere with or disrupt the integrity or performance of the Service, including by introducing malware or circumventing rate limits or access controls
• Attempt to gain unauthorized access to any account, system, or data

5. Contribution Scoring & Equity Splits

NovumStartup provides tools to track contributions and calculate contribution scores and sweat-equity splits among the members of a team or pod. These outputs are informational only and are not legal, tax, financial, or investment advice. Any binding equity, ownership, compensation, or revenue-sharing arrangement is solely between you and your team, pod, or project members — EdenClay is not a party to those arrangements and does not guarantee their enforceability. You are responsible for obtaining independent professional advice before relying on any score or split, and for ensuring your arrangements comply with applicable law.

6. AI Assistant (Novum AI)

The Service includes an AI assistant ("Novum AI"). It is on for pods by default; a pod owner may turn it off for the pod, and each project may be excluded individually. When you use it, the following terms apply in addition to the rest of these Terms.

• Age. You must be at least 18 years old to use Novum AI. This is in addition to, and higher than, the general minimum age in section 2.
• Not a person, and not professional advice. Novum AI is an automated system, not a human. It is provided for educational and coaching purposes only and does not provide legal, tax, financial, accounting, or investment advice. Nothing it produces is a substitute for a qualified professional. Do not rely on it for any decision with legal or financial consequences without independent professional review.
• Actions taken on your behalf. When you ask it to, Novum AI can create and change records in your pod — initiatives, time entries, members, and settings. Every action it takes is subject to the same permissions that apply when you act yourself, and is recorded in the same activity and audit history. You remain responsible for the actions you ask it to take and for any action you confirm.
• Accuracy. AI output can be wrong, incomplete, or out of date. We do not warrant the accuracy or completeness of any AI-generated response, summary, score, narrative, or document, and section 10 (Disclaimer of Warranties) applies to it in full. Review AI output before acting on it or sharing it.
• Generated contribution records. Where Novum AI helps you produce a formation-equity or contribution record, that output is a signed contribution record only — it is not a cap table, not a grant or transfer of legal ownership, and not a substitute for formation documents, a securities filing, or professional advice. Work with a qualified professional to formalize any actual ownership arrangement.
• Third-party processing. Your conversations with Novum AI are processed by Anthropic in order to generate responses. See the AI assistant section of our Privacy Policy for what is sent, how long it is retained, and the choices you have.
• Acceptable use. Section 4 applies to Novum AI. In addition, you agree not to use it to generate unlawful, harassing, or deceptive content; not to attempt to circumvent its safeguards, its confirmation prompts, or the permission checks that bound the actions it can take; and not to submit another person's personal information that you are not authorized to share.
• Availability and limits. Novum AI may be changed, rate-limited, made subject to usage allowances, or withdrawn at any time. We may suspend access to it to protect the Service, to control cost, or to comply with our providers' terms.

7. Payments & Subscriptions

Paid subscriptions and project invoicing are processed by Stripe and are subject to Stripe's terms. Fees for paid plans are billed in advance and are non-refundable except where required by law. For project invoicing and contributor payouts, EdenClay provides record-keeping and coordination tools only — payments between project owners and contributors are made directly between those parties, and EdenClay is not a party to, and is not responsible for, those payments. You are responsible for any taxes arising from your use of the Service.

8. Intellectual Property

The Service, including its software, design, and branding, is owned by EdenClay LLC and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Service in accordance with these Terms. You retain all rights to the content and data you submit; by submitting it, you grant us the rights necessary to operate and provide the Service to you and your team.

9. Termination

You may stop using the Service and delete your account at any time. We may suspend or terminate your access if you violate these Terms or if necessary to protect the Service or other users. On termination, your right to use the Service ends. We handle deletion of your personal data as described in our Privacy Policy.

10. Disclaimer of Warranties

The Service is provided "as is" and "as available," without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any score or calculation will be accurate or complete.

11. Limitation of Liability

To the maximum extent permitted by law, EdenClay and its affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising from or related to your use of the Service. Our total liability for any claim arising from these Terms or the Service will not exceed the greater of the amount you paid us in the twelve months before the claim or one hundred U.S. dollars (USD $100).

12. Indemnification

You agree to indemnify and hold harmless EdenClay and its affiliates from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising from your use of the Service, your violation of these Terms, or your infringement of any rights of a third party.

13. Governing Law

These Terms are governed by the laws of the State of Tennessee, without regard to its conflict-of-laws rules. You agree to the exclusive jurisdiction of the state and federal courts located in Tennessee for any dispute arising from these Terms or the Service.

14. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on this page and updating the effective date. Continued use of NovumStartup after changes constitutes acceptance of the revised Terms.

15. Contact Us

If you have questions about these Terms, contact us at legal@novumstartup.com.