Legal
Terms of Service
These Terms of Service ("Terms") govern your access to and use of the Novaclad mobile application, the novaclad.com website, and all related features, tools, and content (together, the "Service"). The Service is operated by Novaclad LLC, a Missouri limited liability company ("Novaclad," "we," "us," "our").
Rock Creek Granite, the countertop fabricator serving the St. Louis region, is a separate company — a trade name of Fourfold Futures LLC — that is under common ownership with Novaclad LLC. Please read Section 2.4; it explains what that means for you.
Please read Section 18 carefully. It requires most disputes to be resolved through individual binding arbitration and waives your right to participate in a class action. You may opt out of arbitration within 30 days.
1. Acceptance of These Terms
By creating an account, tapping "I agree," or otherwise accessing or using the Service, you agree to be bound by these Terms and by the Novaclad Privacy Policy, which is incorporated here by reference. If you do not agree, do not use the Service.
#1.1 Electronic agreement. You consent to receive these Terms, the Privacy Policy, notices, disclosures, and other communications from us electronically, and you agree that your electronic assent has the same legal effect as a handwritten signature under the federal E-SIGN Act and comparable state law. You may withdraw this consent only by closing your account.
#1.2 Capacity. You represent that you are at least 18 years old, that you have the legal capacity to enter into a binding contract, and that if you are agreeing on behalf of a household, business, or property owner, you have authority to bind that party.
#1.3 Changes. We may modify these Terms. We will post the updated version with a new "Last updated" date and, for material changes, give you at least 14 days' notice by email or in-app notice before the change takes effect. Continued use after the effective date constitutes acceptance. If you do not agree, stop using the Service and close your account. Changes will not apply retroactively to a dispute of which we had notice before the change.
2. What Novaclad Is — and What It Is Not
#2.1 Novaclad is a software platform. The Service lets you measure spaces in your home using your device's camera and depth sensors, select materials and design options, view a non-binding cost estimate, and — if you choose — transmit your project to a countertop fabricator or retail partner (each, a "Fabricator") for a consultation.
#2.2 Novaclad does not fabricate, install, or contract for work. Novaclad LLC is not a countertop fabricator, general contractor, home-improvement contractor, plumber, electrician, gas fitter, design professional, surveyor, or licensed measurer. Novaclad does not perform, supervise, warrant, inspect, price, schedule, or guarantee any fabrication, templating, demolition, installation, or related trade work. That work is performed by a Fabricator under a separate written agreement between you and that Fabricator.
#2.3 Fabricators are separate businesses. Each Fabricator is a separate legal entity. No Fabricator is our employee, agent, partner, joint venturer, or franchisee, and we do not control their pricing, scheduling, materials, workmanship, warranties, licensing, insurance, or conduct. Any contract for fabrication or installation work is solely between you and that Fabricator. We are not a party to it and have no liability arising from it. You are responsible for satisfying yourself as to a Fabricator's licensing, insurance, references, and suitability before contracting. Section 2.4 discloses a Fabricator that is separate from us but not unrelated to us — read it before you submit a project.
#2.4 Common-ownership disclosure — please read. Rock Creek Granite, the Fabricator serving the St. Louis region, is a trade name of Fourfold Futures LLC. Fourfold Futures LLC is a separate company from Novaclad LLC, but the two are under common ownership. Rock Creek Granite is therefore not an arm's-length, independently selected fabricator, and we do not present it as one. Accordingly:
(a) we identify this relationship to you in the Service before you submit your project, and again in your project confirmation; (b) our owners have a financial interest in work performed by Rock Creek Granite, in addition to any interest they have in Novaclad; (c) Rock Creek Granite's inclusion in the Service does not reflect a competitive selection, a quality certification, or a comparison against other fabricators, and is not a representation that its pricing or terms are more favorable than another fabricator's; (d) nothing in these Terms — including Sections 2.2, 2.3, 7.2, 15, 16, and 17 — limits any right you have against Rock Creek Granite under the separate written agreement you sign with it, or under any warranty, home-improvement, or consumer-protection law that applies to that agreement; and (e) you are free to obtain quotes from any other fabricator, and nothing in the Service obligates you to contract with Rock Creek Granite.
We will keep this Section current as fabricators are added or removed, so that you can always tell which Fabricators are related to us and which are not.
#2.5 No professional advice. Nothing in the Service is professional design, engineering, architectural, structural, code-compliance, or trade advice. Plumbing, gas, electrical, structural, and cabinetry work must be performed by appropriately licensed professionals in your jurisdiction.
3. Eligibility and Geography
The Service is offered only to individuals located in the United States who are 18 or older. The Service is not directed to children and we do not knowingly collect information from anyone under 18. We make no representation that the Service is appropriate or available outside the United States, and access from other territories is at your own risk and initiative.
4. Accounts and Security
#4.1 Registration. You may create an account with an email address and password, or via Sign in with Apple or Google. You agree to provide accurate, current information and to keep it updated.
#4.2 Your responsibility. You are responsible for all activity under your account and for safeguarding your credentials. Notify us promptly at security@novaclad.com if you suspect unauthorized access.
#4.3 Deletion. You may delete your account at any time from Settings → Delete Account in the app, or by emailing privacy@novaclad.com. Deletion is subject to Section 9.6 (Survival of Derived Data) and to the retention terms in the Privacy Policy.
5. The Service and How It Works
#5.1 Scanning. The Service uses your device's camera, motion sensors, and — on supported devices — LiDAR depth sensing to let you trace and capture the approximate geometry of surfaces in your space. Accuracy depends on your device, lighting, surface reflectivity, obstructions, your own tracing precision, and other conditions outside our control.
#5.2 AI analysis. Images and geometry you capture may be processed by third-party artificial-intelligence services to detect edges and corners, classify features, and generate a written scope-of-work summary. See Section 8.
#5.3 Estimates. The Service applies your captured measurements, material selection, and design options to a pricing model to generate an estimate. See Section 6.
#5.4 Transmission to a Fabricator. If you choose to submit a project, we transmit your project details — including measurements, photographs, design selections, contact information, project location, and any membership or program flags you have declared — to the Fabricator or retail partner you select or that serves your area. See the Privacy Policy for what is shared and with whom.
#5.5 Availability. We may modify, suspend, or discontinue any part of the Service at any time. We are not liable for any modification, suspension, or discontinuation, or for any loss of data resulting from it, except as required by law.
6. Estimates Are Not Quotes — Pricing, Measurement, and Error Correction
This section is central to your use of the Service. Read it in full.
#6.1 Estimates are informational and non-binding. Every price, price range, square footage, slab count, material cost, service charge, subtotal, and total displayed in the Service is a preliminary, non-binding estimate generated by software from information you supplied. It is not an offer, not a quote, not a bid, not a proposal, and not a contract. It creates no obligation on the part of Novaclad, any Fabricator, or any retail partner to perform work or to supply materials or services at the amount displayed.
#6.2 Measurements are approximations, not a template. Measurements captured through the Service are approximations produced by consumer hardware and are not a professional field measurement, survey, or template. Do not use Service measurements to order, cut, purchase, or fabricate material, and do not rely on them for any decision that cannot be reversed. Final dimensions must be established by a physical template performed on site by a qualified professional after cabinetry and substrate are in place. Actual square footage, slab yield, seam placement, and material requirements commonly differ from software estimates. You accept the risk of any decision you make on the basis of a Service measurement before physical templating.
Where the Service displays a measurement variance or confidence indicator, it is a software-generated estimate of uncertainty, is itself approximate, and is not a guarantee that the true dimension falls within the range shown. A narrow variance does not make a measurement suitable for ordering or cutting material.
#6.3 Errors — our right to correct or void. Estimates are generated automatically and may contain errors, including errors in captured or interpreted geometry; square-footage or slab-yield calculation; material, color, or SKU identification; unit pricing, price tables, or rate cards; edge, cutout, splash, or waterfall configuration; service or delivery charges; taxes; discounts or promotional pricing; currency, rounding, or display; and errors caused by data feeds, software defects, or third-party pricing information.
Novaclad and any Fabricator each reserve the right, at any time before a binding written agreement is signed under Section 6.4, to correct, revise, withdraw, or void any estimate, price, or displayed amount that contains a manifest error, typographical error, data error, or software error — even after you have submitted a project and even after you have received a confirmation email. Neither Novaclad nor any Fabricator has any obligation to honor, and neither shall be bound by, any price or estimate that was displayed in error. If an error is discovered, we or the Fabricator will notify you and give you the option to proceed at the corrected amount or to withdraw without charge or penalty. A confirmation email, project summary, saved project, screenshot, or reference number is an acknowledgment of receipt only — it is not an acceptance of an offer and does not create a binding price.
#6.4 When a price becomes binding. A price becomes binding only when all of the following have occurred: (a) a physical template or field measurement has been completed at the project site; (b) the Fabricator has issued a written quote or contract based on that template; and (c) you and the Fabricator have both signed that written agreement. Until then, no binding price exists. Any binding agreement is between you and the Fabricator; Novaclad is not a party to it.
#6.5 What estimates exclude. Unless expressly and separately stated in a signed written agreement, an estimate does not include and does not account for: demolition, disposal, or removal of existing surfaces; plumbing, gas, or electrical disconnection or reconnection; cabinet modification, leveling, or reinforcement; structural support for overhangs; drywall, tile, paint, or backsplash repair; permits or inspections; job-site access, stair, crane, or long-carry conditions; unusual slab, seam, or vein-matching requirements; natural variation in stone color, pattern, thickness, and movement between the sample or rendering you viewed and the material actually installed; material availability, lot variation, and price changes by the quarry, distributor, or manufacturer; and taxes and fees.
#6.6 Availability and substitution. Materials, colors, and finishes shown in the Service may be discontinued, out of stock, or unavailable in your region at any time. Rendered or photographed material images are illustrative only; screen color reproduction varies by device and does not accurately represent natural stone or engineered surfaces.
#6.7 In-app disclosures are incorporated. Additional disclosures displayed within the Service on estimate, quote, and project-summary screens — including those concerning participating-fabricator responsibility, the requirement that plumbing, gas, and electrical work be performed by licensed trades, sink and apron-front caveats, and the dependence of any estimate on confirmation of dimensions and job-site adequacy — form part of these Terms and are incorporated by reference. Where an in-app disclosure and this Section 6 differ, the more protective of Novaclad applies, except where doing so would be unenforceable under applicable consumer-protection law.
#6.8 No reliance. You acknowledge that you have not relied, and will not rely, on any estimate as a representation of final cost, and that you will not commence, schedule, or finance work on the basis of a Service estimate alone.
7. Fabricators, Retail Partners, and Third-Party Services
#7.1 Referral, not endorsement. Presentation of a Fabricator in the Service is not an endorsement, certification, or warranty of that Fabricator's licensing, insurance, qualifications, quality, or fitness. Our owners have a financial interest in projects routed to Rock Creek Granite, which is under common ownership with us (Section 2.4). We may also receive compensation, referral fees, revenue share, or other consideration in connection with connecting you to any Fabricator or retail partner, including Rock Creek Granite. See the Privacy Policy for how this affects your rights under state privacy law.
#7.2 Disputes with Fabricators. Any dispute concerning fabrication, templating, materials, pricing, scheduling, workmanship, damage, warranty, or installation is between you and the Fabricator. You release Novaclad LLC, and our officers, managers, employees, and agents, from all claims, demands, damages, and liabilities of every kind arising out of or connected with any such dispute, and you agree that Novaclad has no obligation to mediate, arbitrate, or resolve it.
This release runs only to Novaclad LLC. It does not release Fourfold Futures LLC or Rock Creek Granite, and it does not limit any right you have against a Fabricator under your agreement with that Fabricator or under applicable law. See Section 2.4(d).
#7.3 Third-party services and links. The Service integrates and links to third-party services. We do not control and are not responsible for third-party content, terms, or practices. Your use of a third-party service is governed by that party's terms.
8. AI-Generated Content
Portions of the Service — including corner and edge detection, feature classification, material suggestions, rendered visualizations, and written scope-of-work summaries — are generated with artificial intelligence. AI output may be incomplete, inaccurate, inconsistent, or wrong, and may misidentify features of your space. AI output is provided for convenience only, is not professional measurement, design, or trade advice, and must be independently verified before you rely on it. Rendered visualizations are artistic approximations and do not depict the material, seams, edges, or finish you will actually receive. You are solely responsible for reviewing AI output for accuracy before submitting a project or making any decision.
9. Your Content, Our Derived Data, and License Grants
#9.1 Definitions. - "User Content" means the photographs, scans, point clouds, depth and geometry captures, project notes, selections, and other material you create, capture, or upload through the Service. - "Derived Data" means measurements, dimensions, polygon and geometry representations, feature labels, classifications, spatial relationships, material and configuration selections, estimates, model inputs and outputs, embeddings, statistics, aggregates, benchmarks, indices, and any other data, insight, or work product that Novaclad generates, computes, extracts, infers, or derives from User Content or from your use of the Service.
#9.2 You keep ownership of your User Content. As between you and Novaclad, you retain all right, title, and interest in your User Content. We claim no ownership of it.
#9.3 License you grant to Novaclad. You grant Novaclad a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to host, store, reproduce, transmit, display, modify, adapt, index, analyze, process, and create derivative works from your User Content for the following purposes: (a) operating, providing, and securing the Service; (b) generating estimates, analyses, visualizations, and scopes of work for you; (c) transmitting your project to a Fabricator you select; (d) developing, testing, evaluating, tuning, and improving Novaclad's products, algorithms, measurement systems, pricing models, and machine-learning models; and (e) creating Derived Data and de-identified and aggregated datasets. This license is perpetual and irrevocable with respect to purposes (d) and (e); for purposes (a) through (c) it terminates when you delete the relevant User Content or your account, subject to Section 9.6.
#9.4 Novaclad owns Derived Data. Novaclad exclusively owns all right, title, and interest, including all intellectual-property rights, in and to Derived Data, and may use, reproduce, modify, commercialize, license, sublicense, publish, sell, and transfer Derived Data for any lawful purpose, including training and improving machine-learning and artificial-intelligence models, building and licensing industry datasets, benchmarks, indices, and analytics products, and supporting Novaclad's commercial partnerships — without further notice to you, without attribution, and without any obligation to compensate you. You assign to Novaclad any right you may have in Derived Data and waive any moral rights in it.
#9.5 De-identification commitment. Before Novaclad uses Derived Data or aggregated datasets for any purpose beyond delivering the Service to you — including model training, benchmarking, research, publication, and any disclosure or licensing to a third party other than a Fabricator handling your project — Novaclad will de-identify that data. Consistent with Cal. Civ. Code § 1798.140(m) and comparable state law, Novaclad:
(a) takes reasonable technical and organizational measures to ensure that de-identified data cannot be used to infer information about, or otherwise be linked to, a particular consumer or household; (b) publicly commits to maintain and use such data in de-identified form and not to attempt to reidentify it, except solely to test the effectiveness of its own de-identification measures; and (c) contractually obligates any recipient of such data to comply with (a) and (b) and to impose the same obligations on its own recipients.
Direct identifiers — name, email address, phone number, street address, and precise geolocation — are removed or replaced before Derived Data is used for the purposes in this Section 9.5. Geographic information is generalized to a region no more specific than a five-digit postal code, and household-level records are aggregated so that no individual property is identifiable.
#9.6 Survival of Derived Data. De-identified Derived Data is not personal information and is not subject to deletion. Deleting your User Content or your account removes your personal information in accordance with the Privacy Policy but does not require Novaclad to delete, retract, or unwind de-identified Derived Data, aggregated datasets, or any model that was trained or improved using such data, and does not terminate Novaclad's rights under Sections 9.3(d)–(e) and 9.4. Novaclad's rights under this Section 9 survive termination of these Terms and are assignable in connection with any financing, merger, acquisition, reorganization, or sale of assets.
#9.7 Your warranties about User Content. You represent and warrant that you own or control the property you scan or have the property owner's permission to scan and share it; that your User Content does not infringe any third party's rights; and that you will not capture, upload, or transmit images of identifiable individuals, children, or any person's face, or any biometric identifier or biometric information as those terms are defined under the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act, or comparable law. Novaclad does not collect, capture, or use biometric identifiers and does not perform facial recognition or facial-geometry analysis. You are responsible for excluding people from photographs and scans and for obtaining any consent required if you do not.
#9.8 Feedback. If you send us suggestions, ideas, or feedback, you grant us an unrestricted, perpetual, irrevocable, royalty-free right to use it for any purpose without obligation to you.
10. Acceptable Use
You will not: use the Service for any unlawful purpose; scan or upload images of property you do not own or have permission to scan; upload unlawful, infringing, or harmful content; reverse engineer, decompile, or attempt to derive the source code, models, pricing logic, or algorithms of the Service, except to the extent this restriction is unenforceable by law; scrape, crawl, harvest, or systematically extract data, pricing, or content from the Service; use automated means to access the Service or create accounts; use the Service to build or train a competing product, dataset, or model; misrepresent your identity, membership status, or eligibility for any program or pricing; interfere with, probe, or overload the Service or its infrastructure; circumvent any access control, rate limit, or security measure; resell, sublicense, or commercially exploit the Service or any estimate, dataset, or output obtained from it; or submit projects you do not intend in good faith to pursue.
We may investigate, suspend, or terminate access for any suspected violation, and may refer suspected criminal activity to law enforcement.
11. Communications and Consent to Contact
#11.1 Service communications. By creating an account you agree to receive transactional and service messages by email, including account, security, project, and estimate messages. These are not marketing and you cannot opt out of them while you hold an account.
#11.2 Consent to be contacted about your project. When you submit a project, you expressly request and consent to be contacted by Novaclad and by the Fabricator or retail partner you selected or that serves your area about that project, by email, telephone call, and text message at the contact information you provide, including by automatic telephone dialing system, artificial or prerecorded voice, and automated text, at the telephone number you provide, even if that number is on a federal or state Do-Not-Call registry. Consent to receive autodialed or prerecorded marketing calls or texts is not a condition of purchase. Message and data rates may apply. Message frequency varies. Reply STOP to any text to opt out of texts from that sender and HELP for help. Opting out of texts does not withdraw your request for a consultation.
#11.3 Marketing. You may opt out of Novaclad marketing email at any time using the unsubscribe link or by emailing privacy@novaclad.com. Opting out of marketing does not stop transactional messages.
#11.4 Recording. Calls with Novaclad or a Fabricator may be monitored or recorded for quality and training where permitted by law and where required consent has been obtained.
12. Intellectual Property
#12.1 Our intellectual property. The Service, including all software, models, algorithms, pricing logic, scanning and measurement technology, user interfaces, text, graphics, renderings, and the Novaclad, Fabrication Cloud, and related names and logos, is owned by Novaclad LLC or its licensors and is protected by copyright, trademark, trade secret, and other laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Service for your own personal, non-commercial use in connection with a countertop or surface project at property you own or occupy. All rights not expressly granted are reserved. You may not use our marks without prior written permission.
#12.2 Third-party trademarks belong to their owners. The Service refers to materials, brands, products, programs, and companies by name so that you can identify the material or program you are considering. All such names, trademarks, service marks, trade names, trade dress, logos, and product designations — including but not limited to Silestone®, Dekton®, Sensa®, Scalea®, and other Cosentino brands (Cosentino S.A.); Costco® and Kirkland Signature® (Costco Wholesale Corporation); Caesarstone®; Cambria®; Corian®; HanStone®; Viatera®; Neolith®; Q Quartz®; Wilsonart®; Daltile®; and the names of quarries, distributors, and manufacturers of natural and engineered stone — are the property of their respective owners. Novaclad claims no ownership of, and asserts no rights in, any third-party mark.
#12.3 Nominative use only — no affiliation, endorsement, sponsorship, or partnership. Novaclad uses third-party names solely to describe and identify the actual goods, materials, and programs in question. Such use is nominative and descriptive. Except where Novaclad expressly states in the Service that a specific commercial relationship exists, and only to the extent so stated:
(a) Novaclad is not affiliated with, associated with, authorized by, endorsed by, sponsored by, certified by, approved by, licensed by, a partner of, a joint venturer with, an agent of, or in any way officially connected to any material manufacturer, brand owner, quarry, distributor, retailer, warehouse club, or membership program named in the Service; (b) no such party has reviewed, approved, verified, certified, or endorsed the Service, its measurements, its estimates, its renderings, its AI output, or any Fabricator; (c) reference to a brand is not a representation that Novaclad or any Fabricator is an authorized dealer, authorized fabricator, certified installer, or approved vendor of that brand, or that any brand's authorization, certification, or program requirements have been met; and (d) nothing in the Service grants you, and you receive no, license or right to use any third-party mark.
Where Novaclad or a Fabricator does hold an authorization, dealership, membership, or program relationship with a named third party, Novaclad will say so expressly and will describe the relationship accurately and only as that party's own terms permit. Any program-specific pricing, membership benefit, or fulfillment path shown in the Service is subject to that program's own rules, eligibility requirements, and terms, which control over anything shown here.
#12.4 Manufacturer warranties and material specifications are theirs, not ours. Any manufacturer warranty on a material, and any specification, performance claim, care instruction, certification, or technical datum concerning a material, is the statement of that manufacturer and not of Novaclad. Novaclad does not adopt, extend, guarantee, or assume any manufacturer warranty, and makes no representation that any material is suitable, available, in stock, currently produced, or fit for your particular purpose. Many manufacturer warranties require registration, and installation by a fabricator that the manufacturer has itself authorized or certified; whether those conditions are met in your project is between you, your Fabricator, and the manufacturer. Materials also vary in composition, and some engineered materials carry manufacturer-specified handling, fabrication, and safety requirements directed at fabricators; Novaclad does not perform fabrication and makes no representation about any Fabricator's compliance with them. Consult the manufacturer's current published documentation before relying on any material claim.
#12.5 Reporting a trademark concern. If you are a rights holder and believe the Service uses your mark in a way that exceeds nominative fair use or implies a relationship that does not exist, contact legal@novaclad.com and we will review promptly and, where warranted, correct or remove the usage.
13. Privacy
Our collection and use of personal information is described in the Privacy Policy. By using the Service you acknowledge that your project details, measurements, photographs, and contact information will be shared with the Fabricator or retail partner handling your inquiry, and processed by our service providers, as described there.
14. Term, Suspension, and Termination
These Terms apply while you use the Service. You may stop at any time and delete your account under Section 4.3. We may suspend or terminate your access at any time, with or without notice, for any reason, including suspected violation of these Terms. On termination, your license to use the Service ends immediately. Sections 2, 6, 7, 8, 9, 10, 12, 15, 16, 17, 18, 19, and 21 survive termination.
15. Disclaimer of Warranties
THE SERVICE, INCLUDING ALL MEASUREMENTS, ESTIMATES, RENDERINGS, AI OUTPUT, AND FABRICATOR REFERRALS, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. To the fullest extent permitted by law, Novaclad disclaims all warranties, express, implied, and statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.
Without limiting the foregoing, Novaclad does not warrant that measurements, square footage, slab counts, material identifications, estimates, renderings, or AI output are accurate, complete, current, or reliable; that the Service will be uninterrupted, secure, or error-free; that defects will be corrected; or that any Fabricator will accept, respond to, price, schedule, or complete your project.
Some jurisdictions do not allow the exclusion of certain warranties, so some exclusions may not apply to you. In that case, such warranties are limited to the minimum duration and scope permitted by law.
16. Limitation of Liability
#16.1 Exclusion of indirect damages. To the fullest extent permitted by law, Novaclad and its officers, directors, employees, agents, licensors, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost data, loss of goodwill, cost of substitute services, or property damage, arising out of or relating to the Service or these Terms, whether based in contract, tort (including negligence), strict liability, warranty, or any other theory, and whether or not we were advised of the possibility of such damages.
#16.2 Cap. To the fullest extent permitted by law, Novaclad's total aggregate liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of (a) one hundred U.S. dollars ($100) or (b) the total amount you paid Novaclad in the twelve months preceding the event giving rise to the claim.
#16.3 Specific exclusions. Without limiting Sections 16.1 and 16.2, Novaclad has no liability for: any cost, loss, or damage arising from reliance on a measurement, estimate, square footage, slab count, or rendering, including material ordered, cut, purchased, or wasted in reliance on it; any act, omission, delay, defect, damage, warranty claim, or nonperformance of any Fabricator, retail partner, or trade professional; or any price that was displayed in error and corrected or voided under Section 6.3.
#16.4 Basis of the bargain. You acknowledge that the Service is provided without charge to you, that the limitations in Sections 15 and 16 reflect a reasonable allocation of risk and are a fundamental basis of the bargain, and that Novaclad would not provide the Service without them. These limitations apply even if a limited remedy fails of its essential purpose.
#16.5 Statutory limits. Some jurisdictions do not allow the exclusion or limitation of certain damages. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, or gross negligence where such exclusion is prohibited.
17. Indemnification
You will indemnify, defend, and hold harmless Novaclad and its officers, directors, employees, and agents from and against any claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or related to: your use of the Service; your User Content, including any claim that it infringes a third party's rights or was captured without required permission or consent; your breach of these Terms or of any representation or warranty in them; your violation of any law or of any third party's rights, including privacy, publicity, and biometric-privacy rights; and any dispute between you and a Fabricator, retail partner, or trade professional. We may assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense.
18. Dispute Resolution — Binding Individual Arbitration and Class-Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.
#18.1 Informal resolution first. Before starting an arbitration or a small-claims action, you and Novaclad each agree to try to resolve the dispute informally for 60 days. Send a written Notice of Dispute to legal@novaclad.com and to Novaclad LLC, Attn: Legal, 3118 Allen Avenue, Saint Louis, MO 63104, describing the dispute, the relief sought, and your account email and account name. We will send ours to the email on your account. This informal process is a condition precedent to commencing arbitration, and the applicable statutes of limitations are tolled while it runs.
#18.2 Agreement to arbitrate. If the dispute is not resolved within 60 days, you and Novaclad agree that any dispute, claim, or controversy arising out of or relating to the Service, these Terms, the Privacy Policy, or the relationship between us — including their formation, interpretation, breach, termination, enforceability, and any claim that all or part of this Section is void or voidable — will be resolved by binding individual arbitration and not in court, except as stated in Sections 18.4 and 18.7. This agreement is governed by the Federal Arbitration Act.
#18.3 Rules and forum. Arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules then in effect, as modified by this Section. If the AAA is unavailable or unwilling to administer, the parties will agree on an alternative administrator or a court will appoint one. The arbitration will be conducted by a single arbitrator. If your claim is for $25,000 or less, you may elect to proceed by documents only, by telephone, or by videoconference. Any in-person hearing will take place in the county where you reside or at another mutually agreed location. Novaclad will pay filing, administrative, and arbitrator fees to the extent required by the AAA Consumer Arbitration Rules. The arbitrator may award any relief a court could award to that individual claimant, including statutory damages and attorneys' fees where authorized by statute, and must issue a reasoned written decision. The award is final and binding and may be entered in any court of competent jurisdiction.
#18.4 Exceptions. Either party may (a) bring an individual action in small-claims court if it qualifies and remains there, (b) seek injunctive or other equitable relief in court to prevent actual or threatened infringement or misappropriation of intellectual property or unauthorized access to the Service, and (c) bring an individual action for public injunctive relief where the right to seek such relief in court cannot lawfully be waived.
#18.5 CLASS-ACTION AND JURY WAIVER. YOU AND NOVACLAD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. YOU AND NOVACLAD EACH WAIVE ANY RIGHT TO A TRIAL BY JURY. If this Section 18.5 is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and heard in a court of competent jurisdiction under Section 19, and all other claims will remain in arbitration.
#18.6 Coordinated filings. If 25 or more similar demands for arbitration are filed by or with the assistance of the same counsel or coordinated entities, the parties will proceed in staged batches of no more than 50 demands, each batch heard by a single arbitrator, with the parties selecting up to 5 bellwether cases per batch to be resolved first and then attempting mediation of the remainder before further batches proceed. All applicable limitations periods are tolled for demands in a pending batch. This provision is intended to promote efficiency and is enforceable by either party.
#18.7 30-DAY RIGHT TO OPT OUT. You may opt out of this Section 18 by emailing legal@novaclad.com with the subject line "Arbitration Opt-Out" within 30 days after you first accept these Terms, stating your name and the email address on your account. Opting out does not affect any other part of these Terms and will not disadvantage your use of the Service in any way. If you opt out, Section 19 governs.
#18.8 Survival and changes. This Section survives termination of these Terms and closure of your account. If we materially change this Section, the change will not apply to a dispute of which we had written notice before the change, and you may reject the change by emailing legal@novaclad.com within 30 days of notice, in which case the prior version applies to you.
19. Governing Law and Venue
These Terms and any dispute arising from them are governed by the laws of the State of Missouri, excluding its conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration under Section 18, you and Novaclad consent to the exclusive jurisdiction of the state and federal courts located in St. Louis County, Missouri, and waive any objection to venue or inconvenient forum. Nothing in this Section deprives you of the protection of mandatory consumer-protection provisions of the law of the state where you reside.
20. Force Majeure
Novaclad is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic, labor dispute, material or supply shortage, quarry or manufacturer disruption, utility or telecommunications failure, cyberattack, act of government, or failure of a third-party service provider.
21. General
#21.1 Assignment, reorganization, and successor entities. You may not assign or transfer these Terms or any rights under them.
Novaclad may assign, novate, or transfer these Terms, your account, and all rights, licenses, ownership interests, and data described in Section 9, in whole or in part, without restriction and without your further consent, including in connection with a financing, merger, acquisition, reorganization, entity conversion, change of control, or sale of all or substantially all assets.
You specifically acknowledge and agree that Novaclad LLC may convert, reincorporate, domesticate, or otherwise reorganize into a corporation or other entity form — including in a different state — in connection with a financing or corporate reorganization, and that on any such event these Terms, your account, and all Section 9 rights and data will transfer by operation of this Section to the successor entity, which will thereafter be "Novaclad" for all purposes under these Terms. We will notify you of the successor's name by email or in-app notice within a reasonable time after the transfer, and will update these Terms accordingly. No re-acceptance by you is required for the transfer to be effective, and the transfer will not diminish your rights under these Terms or the Privacy Policy. If you do not wish to continue with the successor entity, your remedy is to delete your account under Section 4.3.
These Terms bind and benefit the parties' permitted successors and assigns.
#21.2 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions will remain in full force, except as stated in Section 18.5.
#21.3 No waiver. No failure or delay in exercising any right is a waiver of it.
#21.4 Entire agreement. These Terms, together with the Privacy Policy and any disclosures incorporated under Section 6.7, are the entire agreement between you and Novaclad regarding the Service and supersede all prior understandings.
#21.5 Notices. We may give notice by email to the address on your account, by in-app notice, or by posting on novaclad.com. Notice is effective when sent or posted. Send notices to us at legal@novaclad.com.
#21.6 Relationship. Nothing creates a partnership, joint venture, employment, agency, or franchise relationship between you and Novaclad.
#21.7 Third-party beneficiaries. Fabricators and retail partners — including Fourfold Futures LLC d/b/a Rock Creek Granite — are intended third-party beneficiaries of Sections 6, 7.1, 11.2, and 18, and may enforce those Sections directly. No Fabricator is a beneficiary of the release in Section 7.2, which runs only to Novaclad LLC.
#21.8 Apple. These Terms are between you and Novaclad, not Apple. Apple is not responsible for the app or its content and has no obligation to provide maintenance or support. Apple is not responsible for any claim relating to the app, including product liability, legal or regulatory noncompliance, or consumer-protection claims. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.
#21.9 Headings. Headings are for convenience only and do not affect interpretation.
22. Contact
Novaclad LLC General: hello@novaclad.com Legal: legal@novaclad.com Privacy: privacy@novaclad.com Security: security@novaclad.com Mailing address: 3118 Allen Avenue, Saint Louis, MO 63104
Novaclad Terms of Service, version 2.0. Draft pending legal review.
Questions about this document? legal@novaclad.com