Terms of Service

These Terms govern your use of the Nova Gov platform and the operational applications offered by Zentarai Labs (LFGTTM LLC, Florida). By accessing or using the platform, you agree to be bound by these Terms. Where a separate written services agreement is executed with your Local Government Unit or organization, that agreement controls and supplements these Terms.

Definitions

For purposes of these Terms:

• "Nova Gov" or "the platform" means the software-as-a-service platform operated at novagov.ph and its subdomains, including all Operational Applications.
• "Zentarai Labs", "we", "us", or "our" means Zentarai Labs, the operating name of LFGTTM LLC, a limited liability company organized under the laws of the State of Florida, USA.
• "Customer", "you", or "your" means the Local Government Unit, partner agency, or other organization that has signed up for or is using the platform.
• "Authorized Users" means staff and officials of the Customer who are granted access to the platform under the Customer's account.
• "Customer Data" means all data, content, and information uploaded by or generated on behalf of the Customer through the platform — including CLUP documents, citizen reports, compliance records, and any personal data subject to RA 10173.
• "Operational Applications" means individual workflow products running on the platform, such as Urban Planning Command Center, Document Digitization, CLUP Compliance Monitor, and others published at novagov.ph/services/.

Acceptance of these Terms

By accessing or using Nova Gov, you confirm that you have authority to bind your LGU or organization, you accept these Terms, and you have read our Privacy Policy. Where a Founding Partner Agreement or other written services contract exists between us, that agreement governs over these Terms in the event of conflict.

Accounts and authorized users

• You are responsible for safeguarding access credentials issued to your Authorized Users.
• You will promptly notify us of any unauthorized access or suspected compromise via landon@zentarailabs.com.
• You are responsible for the acts and omissions of Authorized Users with respect to the platform.
• We may reasonably require multi-factor authentication or other security controls for accounts handling sensitive data.

License grant and platform access

Subject to your compliance with these Terms and any executed services agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the platform for your LGU's or organization's internal government and public-service operations. You may not sublicense the platform or use it on behalf of a third party LGU without our written consent.

Customer data ownership

• You own your Customer Data. We claim no ownership of CLUP documents, citizen records, or any other content you put into the platform.
• You grant us a limited license to process Customer Data solely for the purpose of providing, securing, and improving the platform — and for compliance reporting we are required to perform on your behalf.
• We will not sell Customer Data. We will not use Customer Data to train AI models for unrelated customers.
• Upon termination of your services agreement, you may export your Customer Data in a standard structured format; we will then delete it from production systems per our retention schedule (backups may persist up to 12 months, encrypted).

Acceptable use

You agree not to use the platform to:

• Violate any Philippine law (including but not limited to RA 10173, RA 10175, RA 8484, RA 9470, RA 12254)
• Process personal data outside the lawful bases set out in our Privacy Policy or your Data Processing Agreement
• Reverse-engineer, decompile, or attempt to derive source code from the platform
• Probe, scan, or test for vulnerabilities without our prior written consent
• Use the platform to send unsolicited communications or to harass any person
• Misrepresent your identity or your affiliation with any LGU or agency
• Use the platform in a way that interferes with other Customers' use
• Bypass any access control, including Cloudflare Access gates on production surfaces

Intellectual property

The platform — including its software, design, copy, trademarks, and documentation — is owned by Zentarai Labs (LFGTTM LLC) or its licensors and is protected by Philippine and international intellectual-property laws. We grant no rights other than those expressly stated in these Terms or your services agreement. Feedback you provide may be used by us without obligation, though we will not attribute feedback to you publicly without consent.

Fees and payment

Fees, payment schedule, and currency are set out in your services agreement or order form. For Founding Partner LGUs, Year 1 is free as documented in the Founding Partner program. Pricing for subsequent years is established before Year 1 ends. We invoice in Philippine Pesos for PH LGUs unless otherwise agreed.

Taxes are exclusive of fees and the Customer is responsible for any applicable taxes other than those based on our net income.

Confidentiality

• Each party will protect the other party's Confidential Information using at least the same care it uses to protect its own confidential information of like importance, and in no event less than reasonable care.
• "Confidential Information" includes the platform's non-public design, pricing terms, and any information designated as confidential.
• Confidentiality survives termination for five (5) years, except trade secrets which remain protected for as long as they remain trade secrets under applicable law.

Warranties and disclaimers

We warrant that the platform will materially conform to its published documentation during a paid subscription term and that we will provide services with reasonable skill and care. Our sole obligation for breach of this warranty is to use commercially reasonable efforts to correct the non-conformity or, if we are unable to do so, to terminate the relevant Operational Application and refund any pre-paid unused fees for that application.

OTHER THAN AS EXPRESSLY STATED IN THESE TERMS, THE PLATFORM IS PROVIDED "AS IS" and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by Philippine law. We do not warrant that the platform will be uninterrupted or error-free.

Limitation of liability

To the maximum extent permitted by Philippine law, neither party will be liable for any indirect, incidental, consequential, special, or exemplary damages — including loss of revenue, loss of data (other than as specifically covered by our security obligations), or business interruption — arising out of or in connection with these Terms, even if advised of the possibility of such damages.

Each party's aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by the Customer in the twelve (12) months preceding the event giving rise to the claim. This limitation does not apply to (a) breaches of confidentiality, (b) breaches of the data-protection obligations, (c) indemnification obligations, or (d) any liability that cannot be excluded or limited under Philippine law.

Indemnification

We will defend you against any third-party claim that your authorized use of the platform infringes the intellectual-property rights of that third party, and will pay damages finally awarded by a court of competent jurisdiction or amounts agreed in a settlement we approve.

You will defend us against any third-party claim arising from (a) your violation of these Terms, (b) your Customer Data and how it was collected, (c) your use of the platform in violation of applicable law.

Each indemnified party will provide prompt notice and reasonable cooperation, and the indemnifying party will have sole control of defense and settlement (subject to the indemnified party's consent to settlements that admit liability or impose non-monetary obligations).

Term and termination

• These Terms remain in effect for as long as you use the platform.
• Your services agreement (Founding Partner or otherwise) sets the subscription term.
• Either party may terminate for material breach if uncured 30 days after written notice.
• We may terminate immediately if your use of the platform violates Philippine law or these Acceptable Use provisions.
• Upon termination, your right to access the platform ends. You may export your data within 60 days; thereafter, deletion proceeds per Privacy Policy retention rules.

Suspension

We may temporarily suspend your access to the platform if we reasonably believe (a) there is a security threat to other Customers or the platform, (b) you have materially breached Acceptable Use, or (c) suspension is required by law or court order. We will notify you of the reason and work to restore access promptly upon resolution.

Governing law and venue

These Terms are governed by the laws of the Republic of the Philippines, without regard to conflict-of-laws principles. Disputes will be submitted to the proper courts of Makati City, Metro Manila, unless a separate executed services agreement specifies a different venue (including arbitration). Nothing in this section prevents either party from seeking injunctive relief in any competent court for breach of confidentiality or IP rights.

Changes to these Terms

We may update these Terms from time to time. Material changes affecting paying Customers will be communicated by email at least 30 days before they take effect. Continued use of the platform after the effective date constitutes acceptance. If you do not accept a material change, your remedy is to terminate per Section 13.

Notice and contact

Notices to us must be in writing to landon@zentarailabs.com with a courtesy copy to support@zentarailabs.com. Notices to you may be sent to the email address associated with your Customer account or, for Founding Partners, the contact set out in your services agreement.

Miscellaneous

• Entire agreement: These Terms (plus any executed services agreement, Privacy Policy, and Data Processing Agreement) constitute the complete agreement between the parties.
• Severability: If any provision is held unenforceable, the remainder remains in effect.
• Waiver: Failure to enforce a provision is not a waiver of future enforcement.
• Assignment: Neither party may assign these Terms without consent, except to a successor in interest by merger or acquisition.
• Force majeure: Neither party is liable for delay or failure due to causes beyond reasonable control.
• Independent contractors: The parties are independent contractors; nothing creates a partnership, agency, or employment relationship.
• Language: The English version of these Terms controls. Translations are for convenience only.