Legal

Terms and Conditions

NuvoTech, Inc. ("AthenaHQ")

Last updated July 27, 2026

These Terms and Conditions ("Terms") govern access to AthenaHQ websites and self-service products and services (collectively, the "Services") provided by NuvoTech, Inc. ("AthenaHQ," "we," "us," or "our").

If you use the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms. If your organization has signed an Order Form, Master Service Agreement, Enterprise Terms, or another written agreement with AthenaHQ, that agreement governs to the extent of any conflict with these Terms.

By accessing or using the Services, you agree to these Terms. If you do not agree, do not access or use the Services.

1. Eligibility and authority

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Services. If you use the Services for an organization, "you" and "your" refer to both you and that organization.

2. Accounts and use of the Services

You must provide accurate, current, and complete account information. You are responsible for protecting your credentials and for activity under your account. Notify us promptly if you believe your account has been compromised.

Subject to these Terms, AthenaHQ grants you a limited, non-exclusive, non-transferable, and revocable right to access and use the Services for your internal business purposes.

You may not:

  • Use the Services unlawfully or violate the rights of another person or organization.
  • Upload malicious code, interfere with the Services, evade access controls, or attempt unauthorized access to accounts, systems, or networks.
  • Reverse engineer, decompile, disassemble, or attempt to discover non-public source code or underlying components of the Services, except where applicable law does not permit this restriction.
  • Use automated means to scrape or extract non-public portions of the Services except through an AthenaHQ-provided API or with our written permission.
  • Use non-public portions of the Services to build, train, market, or operate a product or service that competes with AthenaHQ.
  • Publish benchmarks based on non-public Services without our written approval.
  • Record or redistribute substantial non-public portions of the Services, except as reasonably necessary for your internal records, support requests, security review, or legal compliance.
  • Impersonate another person, misrepresent your affiliation, facilitate fraud, or collect personal information without a lawful basis.

3. Customer content and data

"Customer Content" means information, prompts, files, data, text, graphics, and other material that you submit to the Services. You retain your ownership rights in Customer Content.

You grant AthenaHQ a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Content only as reasonably necessary to provide, secure, support, and improve the Services, comply with law, and exercise our rights under these Terms.

You represent that you have all rights and permissions needed to provide Customer Content and to authorize its processing under these Terms. You are responsible for Customer Content and for configuring the Services appropriately for your use.

4. AthenaHQ property and feedback

The Services, including their software, interfaces, documentation, designs, and content provided by AthenaHQ, are owned by AthenaHQ or its licensors and are protected by intellectual property laws. Except for the limited right to use the Services under these Terms, no rights are granted to you.

If you provide feedback or suggestions, you grant AthenaHQ a worldwide, perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free license to use that feedback for any lawful purpose. You are not required to provide feedback, and this license does not transfer ownership of your other intellectual property or Customer Content.

5. AI-generated results and analytics

The Services may use artificial intelligence and machine learning systems to generate analyses, recommendations, summaries, rankings, or other results ("Results"). Results may be incomplete, inaccurate, or outdated and may differ for similar inputs.

You are responsible for reviewing Results before relying on, publishing, or acting on them. Results are not legal, financial, medical, or other professional advice, and AthenaHQ does not guarantee that using Results will produce any particular business, search, or marketing outcome.

6. Third-party services

The Services may interoperate with third-party products, websites, models, APIs, or data sources. Third-party services are governed by their own terms and privacy policies, and AthenaHQ is not responsible for third-party services or changes to their availability or functionality.

Certain features use YouTube API Services. When you use those features, you also agree to the YouTube Terms of Service:

YouTube Terms of Service

7. Publicity

AthenaHQ will not use your organization name, trademarks, or logo in public marketing materials without permission in an Order Form, another written agreement, or separate written approval. You may withdraw a separate marketing approval by contacting us, but withdrawal does not require us to recall materials that were already distributed.

8. Fees, renewals, cancellation, and refunds

Prices, billing frequency, usage limits, and other plan terms are shown when you subscribe or in an applicable Order Form. Fees are exclusive of taxes unless stated otherwise. You authorize AthenaHQ and its payment processor to charge your selected payment method for fees and applicable taxes.

Unless otherwise stated when you subscribe, paid subscriptions automatically renew for successive periods equal to the initial billing period until canceled. If a subscription includes a trial, the trial length, price after the trial, and deadline to avoid a charge will be shown before you enroll.

You may cancel a self-service subscription through your account settings or another cancellation method we make available. Unless stated otherwise when you cancel, cancellation stops future renewals and takes effect at the end of the current paid billing period, and you may continue using the paid Services until then.

Payments are non-refundable except as required by law, stated in an applicable Order Form, or expressly offered by AthenaHQ. This does not limit any non-waivable rights or remedies.

We may change fees prospectively. We will provide advance notice of fee changes and other material renewal changes as required by applicable law, together with instructions for canceling before the change takes effect.

9. Privacy and data processing

Our Privacy Policy explains how AthenaHQ collects, uses, and shares personal information. Where AthenaHQ processes personal data on behalf of a customer, the Data Processing Agreement applies to that processing unless the parties have signed a different data processing agreement.

Privacy Policy

Data Processing Agreement

10. Suspension and termination

You may stop using the Services at any time. We may suspend or terminate access if you materially breach these Terms, fail to pay amounts due, create a security or legal risk, use the Services fraudulently, or if continued provision of the Services would violate law.

When reasonably practicable, we will give notice and an opportunity to cure before suspending or terminating a paid account. We may act immediately when necessary to prevent harm, address fraud or security risk, comply with law, or respond to repeated or material violations.

After termination, your right to use the Services ends. Provisions that by their nature should survive—including payment obligations, intellectual property provisions, warranty disclaimers, liability limitations, indemnification, and dispute terms—will remain in effect. Data retrieval and deletion are governed by the applicable product functionality, Privacy Policy, DPA, and any controlling written agreement.

11. Disclaimers

To the maximum extent permitted by law, the Services and Results are provided "as is" and "as available." AthenaHQ disclaims all express, implied, and statutory warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

AthenaHQ does not warrant that the Services will be uninterrupted, error-free, secure, or free of harmful components, or that Results will be accurate, complete, or suitable for your purposes. These disclaimers do not limit warranties or rights that cannot lawfully be disclaimed.

12. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, business opportunities, or data, arising out of or relating to the Services or these Terms, even if advised that such damages were possible.

To the maximum extent permitted by law, AthenaHQ's total liability arising out of or relating to the Services or these Terms will not exceed the greater of (a) the fees you paid to AthenaHQ for the Services during the 12 months before the event giving rise to the claim or (b) $100.

The limitations in this section do not apply to liability that cannot be limited by law. A controlling written agreement may provide different liability terms.

13. Indemnification

You will defend and indemnify AthenaHQ and its affiliates, officers, directors, employees, and agents against third-party claims, damages, losses, and reasonable expenses arising from your Customer Content, your material breach of these Terms, or your violation of law or third-party rights.

AthenaHQ will promptly notify you of a covered claim, provide reasonable cooperation at your expense, and allow you to control the defense and settlement. You may not settle a claim in a way that admits fault by AthenaHQ, imposes obligations on AthenaHQ, or does not fully release AthenaHQ without our written consent. AthenaHQ may participate with counsel at its own expense.

14. Governing law and dispute resolution

Before filing a claim, each party will give the other written notice describing the dispute and requested relief and will attempt in good faith to resolve it for at least 30 days.

Except for an eligible individual claim in small claims court or a request for temporary or injunctive relief relating to unauthorized access, security, or intellectual property, any dispute arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by JAMS under its applicable rules.

The arbitration agreement is mutual. For a consumer arbitration, the JAMS Consumer Minimum Standards apply, the consumer may choose a reasonably accessible location or remote proceeding, and fees will be allocated as required by those standards and applicable law. The arbitrator may award any individual remedy available in court.

To the maximum extent permitted by law, each party may bring claims only in its individual capacity and not as a plaintiff or class member in a class, collective, consolidated, or representative proceeding. If this waiver is found unenforceable for a particular claim, that claim will proceed in a court of competent jurisdiction rather than arbitration.

You may opt out of arbitration by emailing legal@athenahq.ai within 30 days after first accepting these Terms. Your notice must identify your account and state that you opt out of arbitration. Opting out will not affect your access to the Services.

These Terms are governed by California law, excluding its conflict-of-laws rules, except that the Federal Arbitration Act governs the arbitration provisions. Claims not subject to arbitration will be brought in the state or federal courts located in San Francisco County, California, unless applicable law requires another forum. Nothing in these Terms waives rights or remedies that cannot be waived under applicable law.

15. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms and revise the "Last updated" date. We will provide advance notice of material changes when required by law or when the changes materially reduce your rights or increase your obligations.

Material changes will apply prospectively from the stated effective date. If you do not agree to a material change, you may stop using the Services and cancel your subscription before the change takes effect. Changes to renewal terms and fees are also subject to the notice requirements in Section 8.

16. General terms

16.1 Agreement priority

If you have a signed agreement with AthenaHQ, the following order of priority applies to a conflict: (1) the applicable Order Form, (2) the Master Service Agreement or Enterprise Terms, (3) a signed or applicable Data Processing Agreement for data-processing matters, and (4) these Terms. The Privacy Policy describes personal-information practices and is not intended to expand commercial obligations.

16.2 Assignment

You may not assign these Terms without AthenaHQ's prior written consent, except in connection with a merger, reorganization, or sale of substantially all your assets where the successor is not a direct competitor of AthenaHQ and agrees in writing to these Terms. AthenaHQ may assign these Terms in connection with a merger, reorganization, sale of assets, or change of control, or to an affiliate.

16.3 Waiver and severability

A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be limited or removed only to the minimum extent necessary, and the remaining provisions will continue in effect.

16.4 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet or utility failures, government action, or failures of third-party infrastructure, except that this provision does not excuse payment obligations.

16.5 Export compliance

You may not access or use the Services in violation of U.S. export-control or sanctions laws. You represent that you are not located in an embargoed jurisdiction and are not a prohibited or restricted party under applicable U.S. government lists.

16.6 Electronic communications

You agree that AthenaHQ may send account, billing, security, and legal notices electronically to the email address associated with your account. Electronic notices satisfy written-notice requirements to the extent permitted by law.

16.7 Entire agreement

These Terms, together with the documents identified in Section 16.1, are the entire agreement concerning their subject matter and supersede prior or contemporaneous discussions about that subject matter.

17. Contact information

Questions about these Terms may be sent to: