1. Acceptance
These Marketplace Terms govern your participation as a "Partner" listing or providing a "Listing" — including an app, integration, template, dataset, plugin, or content pack — on the Meridian marketplace operated by Nova System Inc. ("Nova System"). These Terms incorporate the Terms of Service, the Acceptable Use Policy, and the Developer Terms.
2. Eligibility
To list, you must (a) be a legal entity in good standing, (b) have the right to provide everything in your Listing, including all intellectual property, (c) comply with all applicable law, and (d) maintain accurate contact information and a working support address.
3. Listing requirements
- Listings must be clear, accurate, and not misleading.
- Listings must not infringe intellectual property, privacy, publicity, or other rights.
- Listings must not contain malware, telemetry that is not disclosed to users, or hidden functionality.
- If your Listing processes personal information, you must publish a privacy notice and identify the legal basis for processing.
- You must disclose whether your Listing depends on third-party intelligence service providers and describe the user-visible implications.
- You must keep your Listing up to date and respond to support requests within reasonable timeframes.
4. Review
Nova System may review your Listing for compliance with these Terms, the AUP, security expectations, and the Developer Terms. We may approve, request changes, reject, or remove a Listing at any time, with or without cause. Removal does not, by itself, terminate this agreement.
5. Relationship with customers
You enter into a separate agreement with each firm that installs your Listing (your "End-User Agreement"). Your End-User Agreement must not (a) override the firm's MSA with Nova System, (b) grant rights that exceed those Nova System has granted to you, or (c) impose obligations that conflict with Nova System's policies.
6. Data handling
- You may access and process Customer Data only with the firm's authorization and only to deliver the Listing.
- You will implement and maintain reasonable security controls appropriate to the sensitivity of the data.
- You will not use Customer Data to train any model that you or a third party operate.
- You will assist the firm with privacy and security obligations, including responding to data subject requests and incident notifications.
- Where you act as a processor, you will enter into a data processing agreement with the firm and, if required, with Nova System.
7. Fees and payouts
If your Listing is paid, Nova System (or a designated payment processor) may collect fees from firms on your behalf. The revenue share, payout schedule, and fee structure are set out in an Order Form or in the partner portal. Taxes are your responsibility unless otherwise agreed. Chargebacks and refunds may be deducted from payouts.
8. Brand and marketing
Subject to our brand guidelines, you may identify your Listing as available on the Meridian marketplace. You may not imply endorsement, partnership, or co-ownership beyond what is true. Nova System may feature your Listing in marketplace promotions; we will not modify your branding without consent.
9. Intellectual property
You retain ownership of your Listing. You grant Nova System a non-exclusive licence to host, display, and distribute your Listing through the marketplace and to use your name and logo for marketplace purposes. You grant firms who install the Listing the licence described in your End-User Agreement.
10. Security and incident response
You will report any incident affecting your Listing or Customer Data to security@thenovasystem.com without undue delay and assist us in coordinating with affected firms. You will fix vulnerabilities promptly.
11. Acceptable use
The AUP applies to your operation of the Listing. In addition, you must not (a) instrument the Listing to scrape, exfiltrate, or aggregate Customer Data, (b) attempt to bypass marketplace controls, (c) charge firms outside the marketplace for paid functionality made available through the marketplace, or (d) compete with the marketplace using marketplace data.
12. Suspension and termination
We may suspend or remove your Listing for breach of these Terms, the AUP, or law, or where we reasonably believe suspension is necessary to protect firms or the platform. Either party may terminate this agreement on thirty days' notice. We will provide reasonable transition assistance to firms with active installations.
13. Disclaimers and limitation of liability
The marketplace is provided "as is" and "as available". The limitation-of-liability provisions of the Terms of Service and MSA apply. Your liability to firms is governed by your End-User Agreement.
14. Indemnification
You will defend, indemnify, and hold harmless Nova System and its Affiliates against any third-party claim arising from your Listing, your breach of these Terms, your handling of Customer Data, or your End-User Agreement.
15. Governing law
These Terms are governed by the laws of British Columbia, Canada. Disputes are subject to the exclusive jurisdiction of the courts of British Columbia, subject to either party's right to seek equitable relief in any court of competent jurisdiction.
16. Changes
We may update these Terms from time to time. Material changes will be communicated at least thirty days in advance.
17. Contact
Marketplace partnerships: partners@thenovasystem.com. Security: security@thenovasystem.com.