Terms and Conditions of Service

These Terms apply from 17 September 2026 to any Customer who registers, subscribes or accepts them from that date. For Customers who accepted a previous version, they apply from 17 October 2026, after the notice period described in Section 27.

These Terms and Conditions of Service ("Terms") are a legally binding agreement between Nova Data Analytics (NDA), a French société par actions simplifiée (SAS) registered with the Lyon Trade and Companies Register (RCS Lyon) under number 978 950 350, with its registered office at 21 Chemin du Lavoir, 69570 Dardilly, France ("Nova", "we", "us" or "our"), and the entity or business professional ("Customer", "you") that accesses or uses the Services. By creating an account, ticking the acceptance box, connecting an Amazon account, subscribing or using the Services, the Customer agrees to these Terms.

1. Definitions

• "Account Action" means any operation performed through the Services that creates, modifies, activates, pauses, submits or deletes an element of a Connected Account, for example advertising bids, budgets, keywords, targets, negative targets, campaign status, listing content, prices, inventory settings, replies, claims or requests sent to Amazon, whether initiated by an Authorised User in the Nova interface, by an AI Assistant through the Nova MCP Connector, or by an Automated Feature enabled by the Customer.
• "Agency" means a Customer that uses the Services to manage or analyse Amazon accounts owned by its clients.
• "AI Assistant" means any third-party artificial intelligence application, model or agent chosen by the Customer, for example Claude, ChatGPT, Gemini or Cursor, that accesses the Services through the Nova MCP Connector or an API Token.
• "Amazon" means Amazon.com, Inc. and its affiliates, including the operators of Amazon Seller Central, Amazon Vendor Central and Amazon Ads.
• "API Token" means any access token, OAuth credential or key issued by Nova that gives programmatic access to the Services, including through the Nova MCP Connector.
• "Authorised User" means any employee, agent, contractor or, for an Agency, client representative whom the Customer allows to access the Services under its account.
• "Automated Feature" has the meaning given in Section 12.9.
• "Beta Feature" means any feature, integration or capability labelled "beta", "preview", "early access", "experimental" or similar, or made available free of charge for evaluation.
• "Billable Volume" has the meaning given in Section 6.3.
• "Billing Period" means the monthly period for which Fees are invoiced, or any other period set out in a Custom Agreement.
• "Connected Account" means each Amazon account that the Customer connects to the Services through an authorisation granted in Amazon, as further described in Section 6.2.
• "Custom Agreement" means an order form, quote or other written agreement, including an exchange of emails, in which Nova expressly agrees to specific commercial terms for a named Customer, such as a price, a discount, a scope of accounts or volumes, or Enterprise or Agency pricing. A quote or offer that the Customer does not accept within ninety (90) days of its date lapses, unless it states otherwise. Marketing materials, general descriptions of the Services and statements that do not set out agreed commercial terms are not Custom Agreements.
• "Customer Data" means all data retrieved from Connected Accounts, and all data, settings and content provided or generated by the Customer or its Authorised Users through the Services, including cost of goods, VAT settings, fulfilment costs, product tags, stock parameters and supplier orders ("Customer Inputs").
• "Fees" means all amounts payable for the Services, including Subscription fees, usage-based fees and fees for Professional Services.
• "Nova MCP Connector" means Nova's Model Context Protocol server, currently available at mcp.novadata.io, which allows AI Assistants to query the Services and, where available, to update settings or perform Account Actions.
• "Order Items" and "Sales" have the meaning given in Section 6.3.
• "Organisation" means the workspace of the Customer in the Services, which groups its Authorised Users and Connected Accounts.
• "Output" means any answer, analysis, forecast, recommendation, summary or other content generated by the Services or by an AI Assistant using data from the Services.
• "Professional Services" has the meaning given in Section 30.
• "Pricing Schedule" means the tiers, prices and discounts of Usage-Based Pricing set out in Annex 1, as updated under Section 6.9.
• "Services" means the Nova web application available at app.novadata.io, the Nova MCP Connector, API Tokens, data exports and data sharing features, and all related features, documentation and support made available by Nova.
• "Stripe" means Stripe Payments Europe, Limited and its affiliates, the payment service providers used by Nova.
• "Subscription" means the Customer's paid, recurring right to access the Services.
• "Tier" means a range of Billable Volume to which a monthly price is assigned in the Pricing Schedule.
• "Trial Period" means the free trial described in Section 5.
• "Usage-Based Pricing" means the pricing model described in Section 6.

2. B2B nature of the Services

2.1 The Services are designed exclusively for professional use by businesses, agencies, brands and independent professionals acting in the course of their trade or business.

2.2 By accepting these Terms, the Customer represents that it is not acting as a consumer within the meaning of applicable consumer protection laws, including Directive 2011/83/EU on consumer rights and the French Consumer Code.

2.3 To the extent permitted by law, the statutory rights reserved to consumers, including the 14-day right of withdrawal under Articles L.221-18 et seq. of the French Consumer Code, do not apply to the Customer.

2.4 Nova may ask for the Customer's company details and may refuse a registration or terminate access if it reasonably believes that a user is acting as a consumer. In that case, Nova refunds any Fees paid for the period after termination.

3. Account registration and Authorised Users

3.1 The Customer must create an account and provide accurate, complete and up-to-date information about itself and its representative, and keep it up to date.

3.2 The Customer is responsible for keeping its credentials and API Tokens confidential and for all activity carried out under its account, its credentials or its API Tokens, except activity that occurs after the Customer has notified Nova of a compromise under Section 3.3 and Nova has had a reasonable time to block access.

3.3 The Customer must notify Nova without delay at [email protected] of any suspected unauthorised access to its account or API Tokens.

3.4 The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own, for the roles and permissions it grants them, and for removing access of persons who should no longer have it. Nova may rely on any instruction given by an Authorised User with administrative rights, including an instruction to connect or remove a Connected Account.

3.5 Where the Customer's plan or Custom Agreement limits the number of Authorised Users, the Customer must not exceed that limit.

3.6 Nova may refuse or disable any account that it reasonably believes breaches these Terms.

4. Connected Accounts and Amazon

4.1 Authorisation. The Customer connects Amazon accounts through Amazon's own authorisation flows. By connecting an account, the Customer authorises Nova to access, retrieve, store and process the data of that account to provide the Services and, where the Customer uses Account Actions, to send the Customer's instructions to Amazon.

4.2 Right to connect. The Customer represents and warrants that it owns each Connected Account or holds a valid, documented authorisation from its owner to connect it and to use the features of the Services on it, including Account Actions and Automated Features.

4.3 Amazon terms and policies. The Customer remains solely responsible for complying with its agreements with Amazon and with Amazon's policies. Nova's access to Amazon is governed by the agreements and policies that Amazon applies to solution providers, including data protection and acceptable use policies. The Customer shall comply with the requirements that Amazon asks solution providers to pass on to their users, as communicated by Nova, and accepts that Nova may modify, restrict or suspend a feature to comply with Amazon's requirements.

4.4 No access for third parties. The Customer may not use the Services to give any third party access to Amazon's APIs, or to data that the Customer is not authorised to access, and may not ask Nova to call Amazon's APIs on behalf of a third party outside the features of the Services.

4.5 Independence. Nova is an independent company. Amazon, Seller Central, Vendor Central, Amazon Ads and related marks are trademarks of Amazon.com, Inc. or its affiliates. Their use does not imply that Amazon endorses or is responsible for the Services. Amazon is not a party to these Terms and has no obligation or liability to the Customer under them.

4.6 Data availability. The data available in the Services depends on Amazon. Amazon may delay, limit, estimate, restate or stop providing data, change its APIs or apply rate limits. The historical data retrieved when an account is connected is limited to what Amazon makes available. Nova is not liable for any unavailability, delay or inaccuracy caused by Amazon.

4.7 Revocation. The Customer may revoke Nova's authorisation at any time in Amazon or remove a Connected Account in the Services. Revocation stops data updates for that account. The effect of revocation and removal on Fees is set out in Section 9.

4.8 Other third-party services. Any other third-party service that the Customer connects to or uses with the Services, such as a data warehouse, an AI Assistant or a payment provider, is governed by the terms of its provider. Nova is not responsible for third-party services.

5. Free trial

5.1 Nova offers new Customers a free Trial Period of fourteen (14) days, starting when the first Connected Account of the Customer's Organisation has been connected and its initial data import is completed. No payment method is required during the Trial Period.

5.2 The Customer is not charged automatically at the end of the Trial Period. To continue using the Services, the Customer must subscribe to a paid Subscription.

5.3 During the Trial Period, the Services may display the Fees that will apply to the Customer's Connected Accounts after the Trial Period under Usage-Based Pricing. Tiers calculated during the Trial Period remain applicable when the Customer subscribes.

5.4 At the end of the Trial Period, and unless the Customer subscribes, access to the Services ends, including access through the Nova MCP Connector and API Tokens. The Trial Period may include usage limits, such as a maximum number of Nova MCP Connector calls, displayed in the Services.

5.5 One Trial Period is available per Customer. Creating several accounts or Organisations, or using different identities, to obtain additional free access is a breach of these Terms and may result in termination.

5.6 Customer Data of an account that does not subscribe is retained and then deleted in accordance with Section 17.4 and the Privacy Policy.

5.7 Nova may modify or discontinue the Trial Period offer at any time for future registrations, and may end an ongoing Trial Period where it reasonably suspects an abuse under Section 5.5.

6. Fees and usage-based pricing

6.1 Pricing models

The Fees payable by the Customer are determined as follows:

(a) Usage-Based Pricing. Unless a Custom Agreement provides otherwise, Usage-Based Pricing applies to (i) every Customer that subscribes on or after 17 September 2026, and (ii) every Connected Account connected on or after 17 September 2026, including an additional Connected Account connected by an existing Customer. For a Customer that accepted a previous version of these Terms, point (ii) applies only to Connected Accounts connected on or after the later of 17 September 2026 and the date from which these Terms apply to it.

(b) Existing plans. A Customer that held a paid Subscription before 17 September 2026 keeps its existing plan and price for the Connected Accounts covered by that plan on that date. Nova may move such a Customer to Usage-Based Pricing only by giving at least thirty (30) days' prior written notice under Section 6.9.

(c) Custom Agreements. Where a Custom Agreement sets specific commercial terms (for example a flat portfolio price, a negotiated discount, an annual commitment or a price in another currency), the Custom Agreement prevails for the Connected Accounts, volumes and period it covers. Connected Accounts or volumes outside its scope are billed under Usage-Based Pricing, unless the Custom Agreement states otherwise.

The Fees for each Connected Account result from the Pricing Schedule and from Sections 6.2 to 6.5. The Services display them when a Connected Account is connected and in the Customer's billing area. By connecting a Connected Account, by keeping it connected, or by subscribing, the Customer accepts the resulting Fees. The Customer acknowledges and agrees that, under Usage-Based Pricing, its Fees vary automatically with its business activity as described in Sections 6.3 to 6.5, and that these variations are applied directly on its invoices, without prior notice. If the Customer does not want to pay the Fees of a Connected Account, its only remedy is to remove that account, in which case Section 6.5(e) applies. Figures presented as estimates or simulations in the Services are indicative: the Fees due are those calculated under Sections 6.2 to 6.5 and shown on the invoice.

6.2 Billing unit

Under Usage-Based Pricing, Fees are calculated per Connected Account. One Connected Account corresponds to one authorised connection of an Amazon Seller Central account, whatever the number of marketplaces it covers. The volumes of all marketplaces covered by that connection are added together. A connection to another Amazon programme, such as Vendor Central, is also a Connected Account and is billed in the same way. A Connected Account is billed for as long as it is connected, including when it records no Sales or when its data updates are suspended. It stops being billed only when it is removed, as set out in Section 6.5(e).

6.3 Billable Volume

For each Connected Account, the Billable Volume is the higher of:

(a) the average monthly number of Order Items; and

(b) the average monthly Sales in US dollars, divided by fifty (50).

"Order Items" means the number of order items ("Total Order Items") that Amazon reports for the Connected Account in its sales and traffic data, for all marketplaces of the connection. A single order containing several items counts as several Order Items. "Sales" means the ordered product sales ("Ordered Product Sales") that Amazon reports for the Connected Account in the same data, as reported by Amazon, including any taxes that Amazon includes in that figure and before deduction of refunds. Sales in other currencies are converted into US dollars at the daily exchange rate of the day of sale used by the Services, before being added together.

Averages are calculated over the most recent twelve (12) months, or over the period for which data is available when it is shorter, with a minimum of one (1) month, using the data retrieved from Amazon through the Services.

In practice, when a Connected Account's average Sales per Order Item are above 50 US dollars, its Sales determine its Billable Volume. Otherwise, its Order Items do.

6.4 Monthly price

(a) Tier. Each Connected Account is assigned the Tier of the Pricing Schedule that corresponds to its Billable Volume, subject to Section 6.5.

(b) Portfolio cap. The list price of a Connected Account is the lower of (i) the price of its own Tier and (ii) the portfolio cap, which is the price of the Tier that corresponds to the average Billable Volume of all Connected Accounts of the Customer's Organisation. Until the first invoice under Usage-Based Pricing, the portfolio cap is calculated on the basis of all Connected Accounts of the Organisation. It is then reviewed at each quarterly review, in the same way as Tiers under Section 6.5(b), and whenever a Connected Account is added. From the first invoice, it never decreases, including when Billable Volumes decrease or when Connected Accounts are added. Nova may exclude from the average any Connected Account that recorded no Sales over the period used to calculate Billable Volumes. The portfolio cap does not apply to a Connected Account whose Billable Volume exceeds 50,000: such an account is always billed at the price of its own Tier.

(c) Volume discount. Connected Accounts are ranked by list price, from highest to lowest. Accounts with the same list price are ranked by their technical identifier. The discount rate of each rank band set out in the Pricing Schedule applies to the Connected Accounts in that band only.

(d) Negotiated discount. Any discount agreed in a Custom Agreement applies to the total after the volume discount, for the period agreed.

(e) Total. The monthly Fees are the sum of the prices of all Connected Accounts after discounts, calculated to the cent. An Organisation with no Connected Account owes no Usage-Based Pricing Fees.

6.5 When Tiers are set and reviewed

(a) At connection. When a Connected Account is connected, Nova calculates its Billable Volume from the historical data retrieved from Amazon and assigns its Tier immediately.

(b) Quarterly review. Nova reviews Billable Volumes once per calendar quarter. A Connected Account moves up only if its Billable Volume exceeds the upper limit of its current Tier by more than ten percent (10%). It then moves to the Tier that corresponds to its Billable Volume, and the new price applies automatically from the first Billing Period that starts after the review, as shown on the corresponding invoice.

(c) No decrease based on volume. Tiers and the portfolio cap never decrease when Billable Volumes decrease, including after a seasonal peak, and including when an account is disconnected and later reconnected. Nova does not reduce Fees, on request or otherwise, because of a decrease in Order Items or Sales. The Fees decrease only in the case described in Section 6.5(e).

(d) Additional Connected Account. A Connected Account connected during a Billing Period is billed from its connection date, pro rata to the remaining days of that Billing Period. Any change to the ranking of other Connected Accounts, and any increase of the portfolio cap, resulting from that addition applies from the next Billing Period. Invoices already issued are not recalculated.

(e) Removal. The Fees decrease only when the Customer removes a Connected Account, such as a Seller Central or Vendor Central account, from the Services. The price of that account is removed from the next Billing Period. The Billing Period already started is not refunded or prorated. The Tier of the removed account remains recorded and applies again if it is reconnected.

(f) Invoices. Each invoice reflects the Fees applicable on its date. Invoices may present the Fees in aggregated lines, for example a subtotal at list price by Tier and a single volume discount line. Where available, the Services show the Billable Volume, Tier, rank and price of each Connected Account.

6.6 Basis of calculation and fair use of the pricing rules

6.6.1 Billable Volumes are calculated by Nova from the data retrieved from Amazon at the time of calculation. If Amazon later restates its data, Nova is not required to recalculate a Tier already applied, except in the case of a manifest error. The Customer may contest an error in a calculation under Section 7.7. A decrease in Billable Volume is not an error and does not give rise to a reduction of Fees.

6.6.2 The Customer shall not connect, split, merge or restructure Connected Accounts or Organisations, or connect accounts with no genuine activity, for the purpose of reducing the Fees resulting from the portfolio cap, the volume discount or the Tiers. Where Nova reasonably determines that this is the case, Nova may, after informing the Customer and giving its reasons, calculate the Fees as if the accounts or Organisations concerned had not been restructured. The Customer may contest this under Section 7.7.

6.7 Annual commitment

Where the Customer chooses an annual commitment, the discount, the committed period and the payment frequency shown at subscription or in the Custom Agreement apply. The Customer remains bound for the full committed period, even where Fees are paid monthly. Tier reviews and Fees for additional Connected Accounts continue to apply during the committed period, unless the Custom Agreement states otherwise.

6.8 Credits, referrals and promotions

6.8.1 Referral credit. When a person referred by the Customer through Nova's referral programme becomes a paying customer, the Customer receives a credit equal to the first month of the referred customer's Subscription, applied automatically to the Customer's next invoices until it is used up. Self-referrals, referrals of existing users and duplicate emails do not qualify. A credit is confirmed only once the referred customer has paid its first invoice. Nova may cancel a credit if that payment is refunded or disputed.

6.8.2 General rules. Credits and promotional discounts have no cash value, cannot be transferred or exchanged for money, are applied to Fees before taxes, and lapse when the Customer's account is closed. Unless stated otherwise, promotions cannot be combined. Nova may cancel any credit or discount obtained through fraud, abuse or a breach of these Terms.

6.8.3 Affiliate programme. Nova's affiliate programme is governed by separate terms provided to approved affiliates.

6.9 Changes to the Pricing Schedule and to plans

6.9.1 Nova may change the Pricing Schedule, the prices of existing plans or the structure of Usage-Based Pricing by giving the Customer at least thirty (30) days' prior notice, by email or through a notice in the Services. The change applies from the first Billing Period starting after the notice period. For an annual commitment, it applies from the next renewal unless the Custom Agreement states otherwise.

6.9.2 If the Customer does not accept the change, it may cancel its Subscription before the change takes effect, in which case the previous prices apply until the end of the current Billing Period. Continued use of the Services after the effective date constitutes acceptance.

6.9.3 The following are not price changes and do not require notice: a change of Tier or of the portfolio cap resulting from the Customer's own Billable Volumes under an unchanged Pricing Schedule; the Fees of an additional Connected Account; and the end of a promotional or negotiated discount at its agreed expiry date. They apply automatically and appear on the Customer's invoices.

6.10 Renewal

Subscriptions renew automatically for successive Billing Periods, at the Fees then applicable under these Terms, until they are cancelled under Section 9. An annual commitment renews for a further year unless the Customer cancels before the end of the committed period.

7. Invoicing, payment and taxes

7.1 Invoicing and due date. Fees are invoiced for each Billing Period, in advance. Prorated Fees for a Connected Account added during a Billing Period may be invoiced immediately or with the next invoice. Invoices are payable on issue, by automatic charge to the Customer's payment method or, when Nova accepts another payment method, within the period stated on the invoice, which does not exceed thirty (30) days from the invoice date. Invoices are issued electronically and made available by email and in the Customer's billing portal. Where French electronic invoicing obligations apply, Nova will issue invoices in the required format from the date those obligations apply to it.

7.2 Currency. Fees are stated and invoiced in US dollars, exclusive of taxes, unless a Custom Agreement sets another currency. Bank charges and currency conversion costs on the Customer's side are borne by the Customer.

7.3 Payment. Payments are processed by Stripe. The Customer authorises Nova and Stripe to charge its designated payment method automatically for all Fees when they fall due, including Fees resulting from Tier changes, additional Connected Accounts and prorated amounts. Where Nova sends a payment link, the Customer must pay within the period stated on the invoice. The Customer agrees to Stripe's terms and privacy policy, available at stripe.com/legal. Nova does not store the Customer's full payment card details.

7.4 Taxes. All Fees are exclusive of VAT and other taxes, which are added where applicable. A Customer established in France is invoiced with French VAT. A Customer established in another European Union country must enter a valid VAT number in its billing details before the invoice is issued to benefit from the reverse-charge mechanism; otherwise, French VAT is applied. A Customer established outside the European Union is invoiced without French VAT, without prejudice to any tax applicable in its own country. Nova is not required to reissue invoices issued before a valid VAT number was provided. If a withholding tax applies to a payment, the Customer shall increase the payment so that Nova receives the full amount invoiced.

7.5 Failed payment. If a payment fails, Nova will inform the Customer by email and may retry the payment. If an amount remains unpaid seven (7) days after its due date, Nova may suspend access to the Services until it is paid. If it remains unpaid thirty (30) days after its due date, Nova may terminate the Subscription under Section 25.

7.6 Late payment. Any amount not paid by its due date automatically bears late payment interest at the rate applied by the European Central Bank to its most recent refinancing operation, plus ten (10) percentage points, and a fixed indemnity for recovery costs of forty (40) euros per invoice, in accordance with Articles L.441-10 and D.441-5 of the French Commercial Code. Nova may claim additional compensation on proof of higher recovery costs.

7.7 Invoice disputes. The Customer must notify any dispute about an invoice in writing to [email protected] within thirty (30) days of the invoice date, giving its reasons. On request, Nova will provide the Billable Volume, Tier, rank and price used for each Connected Account. The undisputed part of the invoice remains payable when due. If the dispute is justified, Nova will issue a credit note or apply a credit to the next invoice. An invoice that has not been disputed within this period is deemed accepted, except in the case of a manifest error.

7.8 Chargebacks. Initiating a chargeback without first contacting Nova is a breach of these Terms. Nova may suspend or terminate the account of a Customer who initiates an unjustified chargeback and recover the related costs.

7.9 No set-off. The Customer may not withhold, deduct or set off any amount against the Fees.

7.10 Correction of billing errors. If a technical error has led Nova to invoice less than the Fees due under these Terms, Nova may correct the difference on the following invoices, for the twelve (12) months preceding the correction at most. Section 7.7 applies to any dispute about the correction.

8. Refunds

8.1 Given the B2B nature of the Services, Fees are non-refundable once the Billing Period has started, except where mandatory law requires otherwise or as set out in Sections 2.4, 7.7, 20.5, 20.7, 25.3 and 25.4.

8.2 Nova may, at its sole discretion and as a commercial gesture, grant a partial or full refund in exceptional circumstances. Such a refund is not a waiver of this Section or an admission of liability.

9. Cancellation and removal of Connected Accounts

9.1 The Customer may cancel its Subscription at any time, through the account owner in the account settings or by writing to [email protected]. Cancellation takes effect at the end of the current Billing Period, or at the end of the committed period for an annual commitment. The Customer keeps access to the Services until then.

9.2 The Customer may remove a Connected Account at any time in the Services, or ask Nova to do so. Section 6.5(e) applies to the Fees.

9.3 Revoking Nova's authorisation directly in Amazon stops data updates but does not by itself remove the Connected Account from the Customer's Organisation. To stop the corresponding Fees, the Customer must also remove the account in the Services or ask Nova to do so. Nova may remove a Connected Account whose authorisation has been revoked or has expired for more than thirty (30) days.

9.4 After cancellation, Customer Data is retained and then deleted in accordance with Section 17 and the Privacy Policy.

10. Agencies and client accounts

10.1 An Agency may connect Amazon accounts owned by its clients and invite client representatives as Authorised Users, provided that it holds a valid, documented authorisation from each account owner and that it complies with these Terms.

10.2 The Agency is solely responsible for (a) obtaining, keeping and proving these authorisations; (b) informing its clients about the Services, the processing of their data, and any Account Action performed or Automated Feature enabled on their accounts; (c) the use of the Services by its clients' representatives; and (d) paying the Fees for all Connected Accounts of its Organisation, whether or not it re-invoices its clients.

10.3 For the personal data contained in its clients' accounts, the Agency acts as controller or as processor on behalf of its client, and Nova acts as processor or sub-processor under the Data Processing Agreement.

10.4 These Terms do not create any contractual relationship between Nova and the Agency's clients, who have no claim against Nova under these Terms. The Agency shall indemnify Nova against any claim by its clients relating to the Agency's use of the Services, in accordance with Section 23.

10.5 If the owner of a Connected Account informs Nova that the Agency's authorisation has ended, Nova may, after informing the Agency where practicable, disconnect that account or restrict access to it, without liability.

11. AI Assistants, Nova MCP Connector and API Tokens

11.1 Access. The Customer may use the Services through AI Assistants connected with the Nova MCP Connector, after authorising the connection. Use of the Nova MCP Connector and of API Tokens is use of the Services: it requires an active Trial Period or Subscription and is subject to these Terms.

11.2 Third-party AI Assistants. AI Assistants are third-party products that the Customer chooses and uses under its own agreement with their providers. The processing, storage, retention, security and any use for model training of the data sent to an AI Assistant are governed by that agreement. Data returned by the Services to an AI Assistant leaves Nova's systems, and Nova has no control over it and no responsibility for it. The Customer is responsible for choosing which Connected Accounts and data it exposes and for configuring its AI Assistant, including its data retention and training settings.

11.3 Outputs. Outputs are generated automatically and may be inaccurate, incomplete, outdated or wrongly interpreted, in particular when produced by an AI Assistant. Outputs are not financial, accounting, tax, legal or investment advice. The Customer must verify any Output before relying on it for a decision, a filing or a payment. Nova gives no warranty on Outputs generated by AI Assistants.

11.4 Updates to settings. When the Customer or its AI Assistant imports or modifies Customer Inputs through the Services (for example cost of goods, VAT categories, fulfilment costs, product tags or stock parameters), the change is deemed made by the Customer. Where the Services show a preview of the changes before confirmation, the Customer is responsible for reviewing it. Nova is not liable for results calculated from inaccurate Customer Inputs.

11.5 API Tokens. API Tokens are confidential and personal to the Customer's Organisation. The Customer must revoke any token it believes to be compromised. Nova may revoke, rotate or limit API Tokens at any time for security reasons or in case of a breach of these Terms.

11.6 Usage limits. Any "unlimited" usage is subject to fair use. Nova may apply technical limits, such as rate limits or a number of calls per period, to protect the Services and other customers, and may throttle or suspend automated use that degrades the Services or exceeds reasonable use. Limits that apply to a plan or to the Trial Period are displayed in the Services or on the pricing page.

12. Account Actions and Automated Features

12.1 Nature of the feature. Where available, the Services allow the Customer, its Authorised Users, an AI Assistant authorised by the Customer or an Automated Feature enabled by the Customer to perform Account Actions. Unless Nova states otherwise, Account Actions and Automated Features are Beta Features.

12.2 The Customer decides. Every Account Action is performed on the instruction of the Customer, of an Authorised User or of an AI Assistant authorised by the Customer, or within the parameters of an Automated Feature enabled by the Customer. The Customer alone decides whether, when and how to perform an Account Action, and remains solely responsible for it and for its consequences. Nova provides a technical means of transmitting the Customer's instructions to Amazon. Nova does not take, validate or supervise the Customer's business decisions. Any suggestion or recommendation displayed by the Services or by an AI Assistant is for information only and requires the Customer's own assessment.

12.3 Instructions given through an AI Assistant. When the Customer allows an AI Assistant to perform Account Actions, any instruction transmitted by that AI Assistant with the Customer's API Token is deemed to be given by the Customer, including where the AI Assistant misunderstands a request, goes beyond the Customer's intent, or is influenced by content it has read. The Customer is responsible for the permissions it grants to its AI Assistant, for requiring a human review before execution, and for monitoring the Account Actions performed. Where the Services offer confirmation steps, previews, limits or approval settings, the Customer should use them. Nova may make a confirmation mandatory for certain Account Actions.

12.4 Customer's obligations. Before and after any Account Action, the Customer must: (a) check its parameters, including amounts, currencies, marketplaces, products, targets and dates; (b) ensure that it complies with Amazon's policies, including those on advertising, listings, pricing and customer reviews, and with applicable laws, including consumer protection, price display and product compliance rules; (c) set and monitor its advertising budgets; and (d) keep its own record of the listing content and settings it may need to restore.

12.5 Execution by Amazon. Account Actions are processed by Amazon, which may delay, reject, modify, partially execute or reverse them. Nova does not guarantee that an Account Action will be executed, when it will be executed, or that it can be reversed. The result of an Account Action may appear in the Services only once Amazon reports it. Nova is not responsible for Amazon's decisions, including listing suppressions, warnings on account health or account suspensions.

12.6 Liability. To the fullest extent permitted by law and subject to Section 22.1, Nova is not liable for any loss or damage resulting from an Account Action performed in accordance with the instruction received, including advertising spend, higher costs per click, lost sales, loss of the Buy Box, pricing errors, stock-outs, changed or suppressed listings, impact on account health, penalties, or claims from Amazon, buyers or other third parties. Nova's liability in connection with Account Actions is limited to the direct damage caused by a proven failure of the Services to transmit an instruction as it was received, within the limit set out in Section 22.3.

12.7 Safeguards. Nova may at any time, without liability, set limits on Account Actions (for example on the size of bid or budget changes, or on the number of Account Actions per period), require additional confirmation, or delay, block or disable Account Actions, in particular in case of unusual activity, a security risk, a possible breach of Amazon's policies, or at Amazon's request.

12.8 Logs. Nova records Account Actions, including their date and time, the Connected Account, the user or API Token, the parameters transmitted and Amazon's response. In accordance with Article 1356 of the French Civil Code, the parties agree that these records are valid evidence of the instructions given and of the Account Actions transmitted, unless the Customer proves otherwise.

12.9 Automated Features. Where available, the Customer may enable features that perform Account Actions automatically, without a confirmation for each action, according to the objectives, rules and limits set by the Customer, for example a target advertising cost of sale, maximum bids and budgets, minimum and maximum prices, restock thresholds, and the products and marketplaces in scope ("Automated Features").

12.10 Activation and control. An Automated Feature runs only after the Customer has activated it in the Services and set its parameters. Where the Services offer a mode that proposes actions for approval before they are executed, Nova recommends using that mode first. The Customer is responsible for choosing parameters suited to its business, for monitoring the Account Actions performed, and for pausing or deactivating the feature when needed, which it may do at any time. Activations, parameter changes and deactivations are recorded under Section 12.8.

12.11 Nature of Nova's commitment. Automated Features are software tools that apply the Customer's parameters to the data available at the time of each action. They are not a mandate to manage the Customer's business, advertising, pricing or inventory, nor an advisory, agency or management service. Nova undertakes to use reasonable efforts (obligation de moyens) to perform Account Actions within the parameters set by the Customer. Nova does not guarantee any result, in particular any level of sales, profit, advertising cost of sale, ranking, Buy Box share or stock availability.

12.12 Liability for Automated Features. Sections 12.4 to 12.8 apply to Automated Features. Nova is not liable for the consequences of Account Actions performed within the parameters set by the Customer, including where the data used was incomplete, delayed or later corrected by Amazon. Nova's liability in connection with Automated Features is limited to the direct damage caused by a proven failure of an Automated Feature to respect the parameters set by the Customer, within the limit set out in Section 22.3.

12.13 Content, claims and requests submitted in the Customer's name. Listing content, replies to reviews or questions, reimbursement claims, reports, complaints and other requests submitted to Amazon through the Services, whether manually, through an AI Assistant or by an Automated Feature, are submitted in the Customer's name and under its responsibility. The Customer must ensure that they are accurate, lawful, supported by the evidence Amazon may require (for example product cost documents for reimbursement claims) and compliant with Amazon's policies. Nova is not liable for Amazon's decisions on them, for missed deadlines, or for claims by third parties relating to them.

12.14 Pricing and competition. The Customer alone decides its pricing and advertising strategy and sets the limits of any Automated Feature that affects its prices, bids or budgets. Nova does not use the non-public data of one customer to set the prices, bids or budgets of another customer.

13. Beta Features

13.1 Beta Features are provided "as is" and "as available". They may be incomplete, contain errors, and be changed, suspended or withdrawn at any time, without notice or liability.

13.2 Beta Features are excluded from the warranties in Section 21.1 and from any service level or support commitment.

13.3 The Customer uses Beta Features at its own risk and should not rely on them for critical operations without independent verification.

13.4 The Customer grants Nova a free, perpetual and worldwide right to use any feedback or suggestion it provides about the Services, without obligation.

14. Acceptable use and restrictions

14.1 The Customer may use the Services only for its own business purposes and, for an Agency, to manage the Amazon accounts of its clients in accordance with Section 10.

14.2 The Customer shall not, and shall not allow any Authorised User, AI Assistant or third party to:

• copy, resell, sublicense, rent or otherwise make the Services or their data available to third parties, except an Agency's use for its clients under Section 10;
• reverse engineer, decompile or attempt to extract the source code, models or data structures of the Services;
• use the Services or Outputs to build, benchmark or train a competing product, service or dataset;
• access the Services by automated means other than the Nova MCP Connector, API Tokens and the export features, within their limits;
• extract data at scale beyond the Customer's own Connected Accounts;
• circumvent or interfere with security measures, rate limits, usage limits or the calculation of Billable Volumes;
• share credentials or API Tokens with persons outside its organisation;
• connect an Amazon account without the owner's authorisation;
• use the Services in breach of its agreements with Amazon or Amazon's policies, including to manipulate reviews, rankings or prices;
• carry out security or penetration testing on the Services without Nova's prior written consent;
• upload unlawful content, malicious code, or content that infringes third-party rights; or
• use the Services in breach of applicable law, including export control and sanctions laws.

14.3 The Customer represents that neither it nor its Authorised Users are subject to European Union, United Nations, United Kingdom or United States sanctions, or located in a country subject to comprehensive sanctions.

15. Intellectual property

15.1 Nova and its licensors retain all intellectual property rights in the Services, including the software, interfaces, documentation, metric definitions, the "Nova" name and logo, and all content made available through the Services.

15.2 Nova grants the Customer, for the duration of its Trial Period or Subscription, a limited, non-exclusive and non-transferable licence to access and use the Services in accordance with these Terms. This licence ends in the cases of suspension or termination provided for in these Terms.

15.3 The Customer may use the Outputs and exports generated from its Customer Data for its own business purposes, including, for an Agency, reports for its clients.

15.4 Nova may identify the Customer by its name and logo as a customer on its website and in its sales materials, unless the Customer objects by writing to [email protected]. Testimonials and case studies require the Customer's prior consent.

16. Customer Data and aggregated data

16.1 As between the parties, the Customer retains its rights in Customer Data, subject to Amazon's rights in the data it provides.

16.2 The Customer grants Nova a non-exclusive, worldwide, royalty-free licence, for the duration of the Services and of the retention periods in Section 17, to host, copy, process, transmit and display Customer Data to the extent necessary to provide, secure, support and bill the Services, including to calculate Billable Volumes, and to improve the Services, including Nova's own algorithms, provided that Nova does not disclose Customer Data to other customers or to third parties and does not use the Amazon data of one Customer to produce insights supplied to another customer.

16.3 Nova may produce statistics and analyses from Customer Data for its own internal purposes, such as improving the Services, capacity planning, security and support. Nova does not publish or otherwise make available to any third party a figure or an insight derived from data obtained through Amazon, whether it relates to one Customer or is aggregated across several, unless Amazon has given its prior written permission or the Customer asks Nova to do so for its own data.

16.4 Nova does not sell Customer Data.

16.5 The Customer is responsible for the accuracy of its Customer Inputs and for the lawfulness of the Customer Data it provides.

17. Data export and switching

17.1 During the Subscription. The Customer may export its data at any time using the export features available in the Services, such as file exports, data sharing or the Nova MCP Connector.

17.2 At the end of the Services or to switch provider. The Customer may ask Nova, with notice of up to two (2) months, to support the export of its data at the end of the Services or to move to another provider. Nova will keep the export features available during a transition period of up to thirty (30) days, followed by a retrieval period of at least thirty (30) days during which the Customer may request its exportable data.

17.3 Exportable data. Exportable data consists of the Customer Inputs and of the Customer Data retrieved from Connected Accounts, in the formats offered by the Services. Nova's software, metric definitions, models, aggregated statistics and other intellectual property are not exportable. Data retrieved from Amazon can also be obtained again from Amazon.

17.4 Deletion. At the end of the retrieval period, or after the retention periods set out in the Privacy Policy when no export has been requested, Nova deletes Customer Data, subject to legal retention obligations, to backups deleted in their normal cycle, and to anonymised statistics under Section 16.3. Nova will confirm deletion on request.

17.5 No switching fees. Nova does not charge fees for exports made with the standard export features or for switching to another provider.

18. Data protection

18.1 Roles. For the personal data contained in Customer Data, including data retrieved from Connected Accounts, Nova acts as processor on behalf of the Customer, which is the controller. Nova acts as an independent controller for the personal data it processes for its own purposes, such as account management, billing, security, service analytics, support and marketing, as described in its Privacy Policy.

18.2 Data Processing Agreement. The Data Processing Agreement available at novadata.io/dpa forms part of these Terms. The list of Nova's sub-processors is available at novadata.io/subprocessors.

18.3 Customer's responsibilities. The Customer is responsible for having a lawful basis for the personal data it processes through the Services, for informing the data subjects concerned, and for not uploading special categories of personal data.

18.4 Amazon data. The Customer acknowledges that Amazon's data protection and acceptable use policies apply to data obtained from Amazon. Nova does not request access to Amazon's restricted buyer data, such as buyers' names, email addresses, phone numbers or addresses. The only buyer information Nova keeps from Amazon reports is the country of delivery of each order, processed under the Data Processing Agreement.

19. Confidentiality

19.1 "Confidential Information" means any information disclosed by one party to the other that is marked as confidential or that a reasonable person would consider confidential, including Customer Data, the terms of any Custom Agreement and non-public information about the Services.

19.2 Each party shall keep the other party's Confidential Information confidential, shall not disclose it to third parties without prior written consent, except to its employees, advisers and subcontractors who need to know it and are bound by equivalent obligations, and shall use it only to perform these Terms.

19.3 These obligations do not apply to information that (a) is or becomes public through no breach of these Terms; (b) the receiving party can show it knew before disclosure; (c) is independently developed; or (d) must be disclosed by law or court order, provided that the disclosing party is informed in advance where legally permitted.

19.4 These obligations continue for five (5) years after the end of the Services.

20. Service availability, support and changes

20.1 Nova uses commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, but does not guarantee any level of availability unless a Custom Agreement provides otherwise.

20.2 Nova may temporarily suspend the Services for maintenance, urgent repairs or security reasons, and will try to give advance notice of planned maintenance where reasonably practicable.

20.3 Nova provides support by email at [email protected] and through the in-app chat, and uses reasonable efforts to respond within two (2) business days.

20.4 Data refresh frequencies mentioned by Nova (for example hourly updates) are indicative targets and depend on Amazon.

20.5 Nova may add, change or remove features. If Nova removes a material feature for which the Customer has prepaid Fees, the Customer may terminate its Subscription within thirty (30) days of being informed and obtain a refund of the prepaid Fees for the remaining period.

20.6 The Services rely in part on third-party services, including Amazon, hosting providers and Stripe. Nova is not liable for interruptions caused by these third parties.

20.7 Suspension of access to Amazon. If Amazon suspends, restricts or ends Nova's access to its APIs, Nova may suspend the affected features. If the suspension of features that are essential for the Customer lasts more than thirty (30) consecutive days, either party may terminate the Subscription by written notice, and Nova refunds the prepaid Fees for the period after termination. Except in the case of Nova's gross negligence or wilful misconduct, this refund is the Customer's only remedy for such a suspension.

21. Warranties and disclaimers

21.1 Nova warrants that it will provide the Services with reasonable skill and care, that the Services will materially conform to their description in Nova's documentation, and that it has the right to grant the licence in Section 15. Marketing materials, examples, case studies and statements on Nova's website are not documentation.

21.2 Except as expressly stated in Section 21.1, the Services are provided "as is" and "as available", and Nova excludes all other warranties to the fullest extent permitted by law.

21.3 Profit, fee, tax, stock and forecast figures in the Services are management estimates. They depend on data provided by Amazon, which may be delayed, estimated or later corrected, and on Customer Inputs. They are not accounting statements, tax returns or professional advice. The Customer must verify them before relying on them for decisions, filings or payments. Nova does not guarantee any business result, such as a level of sales, profit, advertising performance or ranking.

21.4 The Customer represents and warrants that it has the authority to accept these Terms, that it holds the authorisations required for each Connected Account, that its use of the Services complies with applicable laws and Amazon's policies, and that the Customer Data it provides is lawful.

22. Limitation of liability

22.1 Nothing in these Terms excludes or limits either party's liability for fraud, wilful misconduct, gross negligence, death or personal injury, or any liability that cannot be excluded or limited by law.

22.2 Subject to Section 22.1, neither party is liable to the other for indirect or consequential loss, or for the following losses whether direct or indirect: loss of profit, revenue, sales or business; loss of anticipated savings; advertising spend; loss of goodwill or reputation; and costs of substitute services. This Section does not limit the Customer's obligation to pay the Fees, its obligations under Section 23, or its liability for a breach of Sections 4.2, 14 or 15.

22.3 Subject to Section 22.1, each party's total aggregate liability arising out of or in connection with these Terms, in contract, tort or otherwise, shall not exceed the total Fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim, or one hundred (100) euros where no Fees have been paid. This limit does not apply to the Customer's obligation to pay the Fees, to its obligations under Section 23, or to its breach of Sections 4.2, 14 or 15.

22.4 In accordance with Article 2254 of the French Civil Code, any claim by either party arising out of these Terms, other than a claim for payment of Fees, must be brought within one (1) year from the date the claimant became aware, or should have become aware, of the event giving rise to it.

22.5 The Customer acknowledges that the Fees reflect the allocation of risk set out in these Terms.

22.6 If Customer Data is lost or corrupted because of Nova, Nova will restore it from its most recent available backup or, for data retrieved from Amazon, retrieve it again where Amazon still makes it available. Any other compensation is subject to Sections 22.2 and 22.3. The Customer should keep its own copy of the Customer Inputs it cannot recreate.

22.7 The limitations in this Section also benefit Nova's officers, employees and subcontractors.

23. Indemnification

23.1 The Customer shall indemnify and hold harmless Nova, its officers and employees against any claim, penalty, loss or cost (including reasonable legal fees) brought or imposed by a third party, including Amazon, a client of an Agency, a buyer or an authority, arising from: (a) Customer Data or Customer Inputs; (b) a breach of these Terms, of the Customer's agreements with Amazon or of Amazon's policies; (c) the connection of an account without the owner's authorisation; (d) Account Actions, including those performed by Automated Features, and content, claims or requests submitted in the Customer's name; or (e) the Customer's use of AI Assistants; except to the extent that the claim results from Nova's breach of these Terms, gross negligence or wilful misconduct.

23.2 Nova will inform the Customer promptly of any such claim, allow it to take part in the defence, and provide reasonable cooperation at the Customer's expense. The Customer shall not settle a claim that involves an admission by Nova without Nova's prior written consent.

24. Suspension

24.1 Nova may immediately suspend all or part of the Services, including API Tokens and Account Actions, if (a) there is a security risk or a suspected unauthorised access; (b) an amount remains unpaid under Section 7.5; (c) the Customer materially breaches these Terms; (d) the use of the Services may harm Nova, Amazon, other customers or third parties; (e) Amazon requests it or suspends Nova's access to its APIs; or (f) the law requires it.

24.2 Nova will inform the Customer of the suspension and its reason as soon as practicable and will restore access once the cause has been resolved. A suspension does not release the Customer from paying Fees, unless it is caused by Nova's own breach.

25. Term and termination

25.1 Term. These Terms apply from their acceptance until the end of the Customer's use of the Services.

25.2 By the Customer. The Customer may end these Terms by cancelling its Subscription under Section 9.

25.3 By the Customer for cause. If Nova materially breaches these Terms and fails to remedy the breach within thirty (30) days of written notice, the Customer may terminate its Subscription and obtain a refund of the prepaid Fees for the remaining period.

25.4 By Nova without cause. Nova may terminate these Terms without cause by giving thirty (30) days' written notice, and will refund the prepaid Fees for the remaining period.

25.5 By Nova for cause. Nova may terminate these Terms and the Customer's access with immediate effect by written notice if: (a) the Customer materially breaches these Terms and fails to remedy the breach within fourteen (14) days of written notice, or immediately where the breach cannot be remedied; (b) an amount remains unpaid thirty (30) days after its due date; (c) the Customer ceases trading or is placed in judicial liquidation, within the limits of mandatory insolvency law; (d) the Customer's use of the Services exposes Nova to a sanction or to the loss of its access to Amazon; or (e) the law or a court order requires it.

25.6 Effects. On termination, access to the Services ends and API Tokens are revoked. Sections 17 and 18 apply to Customer Data. Sections 7, 8, 12.6, 12.8, 12.12, 12.13, 15, 16, 17, 19, 21, 22, 23, 28, 29 and 30.4 survive termination.

26. Communications and notices

26.1 Nova may send communications and notices to the email address of the Customer's account and through notices in the Services. The Customer is responsible for keeping its email address up to date.

26.2 A notice sent by email is deemed received on the next business day after it is sent, unless Nova receives a delivery failure notification.

26.3 The Customer may send notices to Nova at [email protected] or by registered post to Nova Data Analytics, 21 Chemin du Lavoir, 69570 Dardilly, France.

26.4 Nova may send the Customer information about its products and services. The Customer may unsubscribe from marketing emails at any time, as described in the Privacy Policy.

27. Changes to these Terms

27.1 Nova may amend these Terms. For material changes, Nova will inform the Customer at least thirty (30) days before they take effect, by email or through a notice in the Services, and may ask the Customer to accept the new version in the Services. Continued use of the Services after the effective date constitutes acceptance. If the Customer does not accept the changes, it may cancel its Subscription before the effective date, and the previous version applies until the end of its current Billing Period.

27.2 Changes required by law, by Amazon or for security reasons, and changes that only concern new features, may apply sooner.

27.3 Previous versions of these Terms are available on request.

28. Governing law and dispute resolution

28.1 These Terms and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by French law, excluding the United Nations Convention on Contracts for the International Sale of Goods.

28.2 Before starting legal proceedings, the parties shall try to resolve any dispute in good faith through discussions between senior representatives for thirty (30) days following written notice of the dispute. This Section does not apply to claims for payment of Fees or to urgent or interim measures.

28.3 Failing an amicable settlement, the competent commercial court of Paris, currently the Tribunal des activités économiques de Paris, or, where the dispute falls within its exclusive jurisdiction, the Tribunal judiciaire de Paris, shall have exclusive jurisdiction, including in case of multiple defendants or third-party claims. Nova may also bring a claim for payment of Fees before the courts of the place where the Customer is established.

28.4 Nothing in this Section prevents either party from seeking urgent or interim relief from any competent court.

29. General provisions

29.1 Entire agreement and order of precedence. These Terms, their Annex, the Data Processing Agreement and any Custom Agreement form the entire agreement between the parties regarding the Services and supersede any prior agreement or understanding. In case of conflict: (1) the Custom Agreement prevails for the commercial terms it sets; (2) the Data Processing Agreement prevails for the processing of personal data; (3) then these Terms and their Annex apply; (4) then Nova's documentation and pricing page apply.

29.2 Electronic acceptance and records. Acceptance of these Terms by ticking a box, by clicking or by using the Services is binding. Electronic records kept by Nova, including acceptance records, invoices and logs, are admissible as evidence between the parties.

29.3 Subcontracting. Nova may use subcontractors and sub-processors to provide the Services and remains responsible for their performance under these Terms.

29.4 Assignment. The Customer may not assign or transfer these Terms without Nova's prior written consent. Nova may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets, by informing the Customer.

29.5 Force majeure. Neither party is liable for a failure or delay caused by an event beyond its reasonable control within the meaning of Article 1218 of the French Civil Code, including natural disasters, pandemics, government action, cyberattacks, and failures of Amazon's APIs or of third-party infrastructure. The affected party shall inform the other party promptly and use reasonable efforts to limit the consequences. This Section does not apply to payment obligations.

29.6 Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

29.7 No waiver. A failure or delay in exercising a right does not waive that right.

29.8 Severability. If any provision is held invalid or unenforceable, the other provisions remain in full force, and the invalid provision is replaced by a valid provision that is as close as possible to its purpose.

29.9 Third parties. These Terms do not create rights for any third party, except as stated in Section 22.7.

29.10 Language. These Terms are drafted in English. In case of inconsistency with any translation, the English version prevails.

29.11 Change of circumstances. Each party accepts the risk of an unforeseeable change of circumstances and waives the application of Article 1195 of the French Civil Code. This does not affect Section 6.9 or the termination rights provided for in these Terms.

30. Professional Services

30.1 Where Nova agrees to perform services such as onboarding, data migration, custom reports, data pipelines, data warehouse set-up or custom developments ("Professional Services"), their scope, deliverables, timeline and fees are set out in a Custom Agreement, and these Terms apply to them.

30.2 Nova performs Professional Services with reasonable skill and care, under an obligation de moyens, on the basis of the information and access provided by the Customer, which must cooperate in good time.

30.3 Unless the Custom Agreement states otherwise, a deliverable is deemed accepted if the Customer does not report a material non-conformity in writing within ten (10) business days of its delivery. Nova will correct reported non-conformities within a reasonable time.

30.4 Nova retains all intellectual property rights in its software, tools, methods, templates and generic components, including those used or created during Professional Services. Once the related Fees are paid, Nova grants the Customer a non-exclusive licence to use the deliverables for its internal business purposes, unless the Custom Agreement provides otherwise.

31. Contact information

Nova Data Analytics (NDA), SAS

21 Chemin du Lavoir, 69570 Dardilly, France

RCS Lyon 978 950 350 · VAT FR07978950350

Email: [email protected]

Phone: +33 6 71 03 48 97

Website: novadata.io

Annex 1. Pricing Schedule (Usage-Based Pricing)

Applicable from 17 September 2026. Prices in US dollars, per Connected Account, per month, exclusive of taxes.

A. Price per Connected Account by Tier

There is no maximum price. The price of a Connected Account rises with its Billable Volume at every Tier, and the Pricing Schedule sets no ceiling. For a Connected Account in Tier 8, Nova quotes the Fees in writing by reference to the Billable Volume of that account, and the parties record them in a Custom Agreement under Section 6.1(c). Until a Custom Agreement applies to that account, and for no more than two Billing Periods from the date the account enters Tier 8, the account is billed at the Tier 7 price. If no Custom Agreement has been agreed at the end of that period, Nova may disconnect the Connected Account on thirty (30) days' written notice, and the Customer may remove it at any time under Section 6.5(e). The portfolio cap in Section 6.4(b) does not apply to a Connected Account in Tier 8.

B. Volume discount by rank

C. Worked examples

• Single account. 1 Connected Account, 4,000 Order Items and $180,000 of Sales per month on average: Billable Volume 4,000, Tier 3, $99 per month.
• High value per item. 1 Connected Account, 400 Order Items and $300,000 of Sales per month: Billable Volume = $300,000 ÷ 50 = 6,000, Tier 3, $99 per month.
• Portfolio of four Connected Accounts. Billable Volumes of 9,000, 1,000, 1,000 and 1,000 per month: the average Billable Volume is 3,000, so the first account is capped at the Tier 2 price of $79 instead of $129, and the three others pay $49: $226 per month.
• Agency with 20 Connected Accounts that each have a list price of $79: 5 accounts at $79 and 15 accounts at $63.20 (20% discount): $1,343 per month.
• Tier review. A Connected Account in Tier 2 (up to 3,000) reaches 3,100 at the quarterly review: this is less than 10% above the Tier limit, so it stays at $79. At 3,400, it moves to Tier 3 ($99) from the next Billing Period.
• Lower volume. A Connected Account in Tier 3 ($99) falls to 2,000 per month: it stays in Tier 3 and its price remains $99.
• Removal. An Organisation with three Connected Accounts at $79 removes one of them on the 10th of the month: the current month is not refunded, and the next invoice is $158.
• Large account. 1 Connected Account, 310,000 Order Items per month on average: Billable Volume 310,000, Tier 8. Nova quotes the Fees for that account and the parties record them in a Custom Agreement. The portfolio cap does not apply to this account.