Terms of Service

1. Scope of These Terms

These Terms of Service (“Terms”) are between you or the organization you represent (“you”) and Hidden Point Studio, Inc. (“Hidden Point Studio,” “HPS,” “we,” “us,” or “our”).

These Terms apply to applicable Hidden Point Studio online products and services, including:

• Novenect hosted services and capabilities;
• customer and account portals;
• TokenFlow hosted services;
• websites and online account systems;
• APIs, webhooks, integrations, and developer services;
• software licensing and entitlement services;
• support and customer-service workflows;
• Early Access, private beta, Developer Beta, preview, and pre-release programs; and
• other online services that reference these Terms.

Downloadable or locally installed software may also be governed by the Hidden Point Studio End User License Agreement.

2. Authority to Accept These Terms

If you use a service on behalf of a company, organization, government entity, agency, or other legal entity, you represent that you have authority to accept these Terms on that entity’s behalf.

If you do not have that authority, you may not bind that organization to these Terms.

3. Accounts and Registration

Certain services require an account. You agree to provide accurate information reasonably necessary to create and maintain your account and to keep relevant account information current.

You are responsible for activity occurring through credentials, accounts, users, API credentials, service accounts, devices, or other access methods under your control.

You must take reasonable steps to protect passwords, authentication factors, API secrets, private keys, service credentials, and other sensitive access information.

You should notify Hidden Point Studio promptly if you become aware of unauthorized access to an HPS account or service.

4. Organizations, Users, and Administrators

Novenect and other HPS services may permit organizations to create multiple users, roles, administrators, service accounts, or delegated access relationships.

The organization controlling an account is responsible for determining who should receive access and what permissions those users should have.

Authorized administrators may have the ability to configure the service, manage users, assign permissions, access organization data, modify settings, or perform other administrative actions.

5. Acceptable Use

You may not use HPS services to:

• violate applicable law;
• engage in fraud, deception, theft, or other unlawful activity;
• attempt unauthorized access to accounts, systems, networks, data, or infrastructure;
• bypass authentication, authorization, licensing, entitlement, rate-limit, security, or usage controls;
• interfere with or disrupt the integrity or performance of HPS services;
• intentionally overload systems or conduct denial-of-service activity;
• introduce malware, malicious code, or harmful payloads;
• use services to attack, compromise, scan, or exploit systems without authorization;
• impersonate another person or organization without authorization;
• misuse another customer’s information;
• engage in unauthorized redistribution or resale of HPS software or services; or
• use a service in a way that creates material legal, security, operational, or technical risk to HPS, its customers, or connected infrastructure.

6. Customer Responsibilities

You are responsible for your own use of HPS services and for the actions of users you authorize.

This includes responsibility for:

• determining appropriate access permissions;
• maintaining appropriate account security;
• configuring your environment;
• maintaining customer-controlled systems and infrastructure;
• determining what data you may lawfully process;
• obtaining required permissions or notices for data you submit;
• maintaining appropriate backups of customer-controlled systems and data;
• reviewing relevant service configuration; and
• complying with laws and regulatory obligations applicable to your own business.

7. Customer Data

As between you and Hidden Point Studio, you retain your rights in information, records, files, and other content that you submit to HPS services or cause the services to process on your behalf (“Customer Data”).

You grant HPS the rights reasonably necessary to host, process, transmit, reproduce, back up, display, transform, or otherwise handle Customer Data as needed to provide, secure, support, and operate the applicable service.

HPS does not acquire ownership of Customer Data merely because it is processed through Novenect or another HPS service.

8. Privacy and Data Processing

Hidden Point Studio’s handling of personal information is described in the Privacy Policy .

Where HPS processes Customer Data on behalf of a customer, additional contractual data-processing terms may apply.

9. Novenect Capabilities and Service Boundaries

Novenect is composed of focused capabilities and services that may be independently deployed, configured, licensed, or operated.

Different capabilities may have different availability, configuration requirements, storage models, dependencies, limits, release schedules, or operational characteristics.

Access to one Novenect capability does not automatically include access to every current or future capability.

10. APIs, Integrations, and Developer Access

HPS may provide APIs, webhooks, SDKs, developer credentials, sandboxes, integration interfaces, or related development tools.

Developer access may be subject to authentication, rate limits, quotas, entitlements, approved use cases, environment restrictions, or other technical controls.

You may not use developer access to circumvent service limits, impersonate other customers, access data without authorization, or materially interfere with HPS systems.

11. Service Availability

Hidden Point Studio works to provide dependable services, but unless a separate written agreement provides a specific service-level commitment, HPS does not guarantee:

• uninterrupted availability;
• continuous uptime;
• error-free operation;
• that every defect will be corrected;
• compatibility with every external product or service; or
• that a particular feature will remain unchanged indefinitely.

12. Maintenance and Service Changes

HPS may perform maintenance, security work, upgrades, migrations, deployments, configuration changes, infrastructure changes, or other operational work that temporarily affects service availability.

We may modify services as products, customer needs, security requirements, infrastructure, technologies, or legal obligations evolve.

13. Third-Party Services and Dependencies

HPS services may depend on or integrate with third-party providers, including:

• cloud and infrastructure providers;
• payment processors;
• email providers;
• identity providers;
• external APIs;
• databases;
• operating systems;
• browsers;
• customer infrastructure; and
• other third-party products or services.

Hidden Point Studio is not responsible for outages, defects, restrictions, pricing changes, compatibility changes, discontinuation, or other failures caused by third-party services outside HPS’s reasonable control.

14. Purchases, Fees, and Billing

Certain services require payment. You agree to pay the fees disclosed during checkout, in an order form, or in another applicable agreement.

Fees may include subscriptions, one-time purchases, implementation, usage, credits, overages, infrastructure, managed services, reserved capacity, or other charges associated with the service you purchase.

Taxes may be added where required by law.

15. Subscriptions and Renewals

A recurring subscription may renew automatically according to the billing interval disclosed during purchase or in the applicable agreement unless canceled before the applicable renewal.

Cancellation stops future renewals as provided by the applicable subscription terms but does not necessarily create a refund for a charge already incurred.

16. Usage-Based Services

Some services may be priced or limited according to usage, consumption, credits, API requests, infrastructure, seats, records, environments, storage, or another measurable unit.

You are responsible for monitoring use within your organization and for charges properly incurred by authorized users or systems under your account.

HPS may enforce purchased limits, block growth-creating operations, reduce access, require additional capacity, or charge applicable overages according to the relevant plan or agreement.

17. Refunds

Refund eligibility is governed by the Hidden Point Studio Refund Policy together with any product-specific, program-specific, or negotiated refund terms.

18. Payment Disputes and Chargebacks

If you believe a charge is incorrect, you should contact HPS when practical so we can investigate the matter.

A chargeback, payment reversal, or payment dispute may result in the associated transaction being treated as unpaid while the dispute is pending.

HPS may temporarily suspend licenses, entitlements, subscriptions, or paid services associated with a disputed payment where reasonably necessary to prevent unpaid use, fraud, or additional loss.

19. Suspension

Hidden Point Studio may suspend access to all or part of a service when reasonably necessary because of:

• non-payment;
• suspected fraud;
• material abuse;
• unauthorized access;
• a significant security threat;
• unlawful activity;
• material violation of these Terms;
• licensing or entitlement violations;
• activity that materially threatens service stability; or
• a legal requirement.

Where circumstances reasonably permit, HPS may provide notice or an opportunity to correct the issue before permanent termination.

20. Termination

You may stop using a service or terminate an applicable account or subscription according to the cancellation methods made available for that service.

HPS may terminate access for material or repeated violations, fraud, unlawful activity, unauthorized redistribution, significant security threats, or other circumstances that reasonably justify termination.

Provisions that by their nature should survive termination, including payment obligations, ownership, confidentiality, disclaimers, limitations of liability, indemnification, and dispute terms, will survive as appropriate.

21. Data Following Termination

Customer Data may be deleted, returned, exported, retained for a limited period, or otherwise handled according to the applicable service, agreement, retention policy, and legal requirements.

You are responsible for retrieving information you need before service access ends where export functionality is available.

Some information may be retained where reasonably necessary for security, billing, fraud prevention, audit evidence, backup lifecycle, dispute resolution, or legal compliance.

22. Early Access, Beta, and Preview Services

Services identified as alpha, preview, Early Access, Developer Beta, private beta, experimental, or pre-release are provided for evaluation and validation.

These services may:

• contain defects;
• have incomplete workflows;
• change without ordinary release stability;
• have limited support;
• have different data restrictions;
• be unavailable at times;
• be capacity-limited; or
• be discontinued before general availability.

Participation in a beta or Early Access program does not guarantee general availability of a feature or service.

23. Feedback

If you voluntarily provide product suggestions, issue reports, comments, ideas, workflow recommendations, feature requests, or other feedback, you grant HPS permission to use that feedback without restriction or payment to improve, develop, operate, or commercialize its products and services.

This does not transfer ownership of your separate confidential materials or Customer Data.

24. Hidden Point Studio Intellectual Property

Hidden Point Studio retains all right, title, and interest in its services, software, source code, interfaces, designs, documentation, trademarks, brand assets, architecture, proprietary technology, and other intellectual property.

These Terms do not grant you rights to HPS intellectual property except for the limited rights required to use the purchased or authorized service.

25. Confidential Information

Non-public source code, unpublished product details, credentials, security information, private APIs, beta materials, and other information identified as confidential or reasonably understood to be confidential must be protected from unauthorized use or disclosure.

26. Security

Hidden Point Studio uses reasonable administrative, technical, and organizational measures designed to protect its systems and services.

No system can be guaranteed to be completely secure.

You are responsible for security within customer-controlled environments, including user access, credentials, networks, devices, backups, local services, and systems under your control.

27. Regulatory and Compliance Features

HPS services may provide workflows, evidence, records, controls, reporting, security features, or tools that assist organizations with governance or compliance.

Unless expressly stated in a separate written agreement, HPS does not represent that use of a particular product automatically makes an organization compliant with a law, regulation, standard, contractual obligation, or certification framework.

Customers remain responsible for determining their own compliance obligations.

28. Professional Advice Disclaimer

HPS products may provide business, operational, technical, accounting, security, compliance, workflow, or similar information.

Unless expressly agreed otherwise, HPS services are software tools and do not constitute legal, tax, accounting, investment, medical, or other regulated professional advice.

29. Disclaimer of Warranties

To the maximum extent permitted by applicable law, HPS services are provided “as is” and “as available.”

Hidden Point Studio disclaims warranties that may otherwise be implied by law, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted service, or error-free operation, except where such disclaimers are prohibited.

30. Limitation of Liability

To the maximum extent permitted by applicable law, Hidden Point Studio will not be liable for indirect, incidental, special, punitive, exemplary, or consequential damages, including:

• lost profits;
• lost revenue;
• business interruption;
• lost opportunities;
• loss of goodwill; or
• loss of data.

Except where prohibited by law or changed by a separate written agreement, Hidden Point Studio’s aggregate liability arising from the affected service will not exceed the amount paid by you to Hidden Point Studio for that service during the twelve months preceding the event giving rise to the claim.

31. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Hidden Point Studio, its officers, employees, contractors, affiliates, and licensors from third-party claims, losses, liabilities, damages, and reasonable expenses arising from:

• your unlawful use of an HPS service;
• your material breach of these Terms;
• Customer Data or content under your control;
• your infringement of another party’s rights; or
• your use of an HPS service in violation of applicable law.

32. Force Majeure

Hidden Point Studio is not responsible for failure or delay caused by circumstances beyond its reasonable control, including:

• natural disasters;
• widespread internet outages;
• utility failures;
• cloud-provider failures;
• telecommunications failures;
• labor disruptions;
• war or civil disturbance;
• government action;
• cyberattacks;
• widespread software vulnerabilities; or
• other events outside HPS’s reasonable control.

33. Governing Law

Unless another written agreement specifies otherwise, these Terms are governed by the laws of the State of Florida, United States, without regard to conflict-of-law principles.

34. Informal Dispute Resolution

Before initiating formal dispute proceedings, the parties should make a reasonable attempt to resolve the dispute informally.

A notice concerning a dispute may be sent to: contact@hiddenpointstudio.com .

35. Arbitration

To the maximum extent permitted by applicable law, a dispute arising from these Terms or an HPS service that cannot be resolved informally may be resolved through binding individual arbitration in Florida, United States, rather than through a jury trial.

Nothing in this section prevents either party from seeking temporary or injunctive relief where reasonably necessary to protect intellectual property, confidential information, security, systems, accounts, or data.

36. Class and Representative Action Waiver

To the maximum extent permitted by applicable law, disputes must be brought on an individual basis and not as a plaintiff or class member in a purported class, collective, consolidated, or representative action.

37. Limitation Period for Claims

To the extent permitted by applicable law, a claim arising from these Terms or an HPS service must be brought within one year after the claim arose unless applicable law requires a longer period.

38. Export and Sanctions Compliance

You may not access, use, export, re-export, transfer, or provide HPS products or services in violation of applicable export controls, sanctions, trade restrictions, or other laws.

39. Government and Regulated Use

Government entities, government contractors, regulated organizations, or other customers with specialized procurement, security, privacy, data, certification, or contractual requirements may require additional written terms.

General availability of an HPS service does not by itself constitute acceptance of government-specific or regulated contractual requirements.

40. Changes to These Terms

Hidden Point Studio may update these Terms as its services, products, business practices, technologies, or legal obligations evolve.

The current published version will identify its last-updated date.

Where required by applicable law or contract, material changes may be communicated by email, account notice, service notification, or another appropriate method.

41. Order of Precedence

A specific service may also be governed by an order form, subscription agreement, enterprise agreement, Early Access agreement, implementation agreement, EULA, data-processing agreement, or other written terms.

If a signed or product-specific agreement expressly conflicts with these general Terms, the more specific agreement controls to the extent of the conflict.

42. Assignment

You may not assign these Terms or transfer your account or service rights without Hidden Point Studio’s prior written consent, except where applicable law provides otherwise.

Hidden Point Studio may assign these Terms in connection with a merger, acquisition, reorganization, corporate restructuring, sale of assets, or transfer of the applicable business or product.

43. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in effect to the maximum extent permitted by law.

44. No Waiver

A failure by either party to enforce a provision on one occasion does not waive that party’s right to enforce the provision or another provision later.

45. Entire Agreement

These Terms, together with any applicable order form, EULA, Privacy Policy, Refund Policy, product-specific terms, program terms, and other agreements expressly incorporated by reference, constitute the agreement governing the applicable HPS service.

46. Contact

Questions concerning these Terms or an HPS service may be directed to:

47. Related Legal Documents

These Terms should be read together with the other policies applicable to your use of Hidden Point Studio products and services.