These Terms of Service govern your use of services provided by CB Investment Holdings, LLC, operating as CB Strategic Advisors (consulting and advisory) and Novix IQ (software and data services). This document has two clearly separated parts. Part A applies to advisory engagements. Part B applies to Novix IQ software subscriptions. General terms in Part C apply to both.
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1. Parties and Acceptance
These Terms are a binding agreement between you (or the business you represent) and CB Investment Holdings, LLC, a Texas limited liability company with its principal place of business in Brownsville, Cameron County, Texas ("Company," "we," "us," or "our"). By engaging our advisory services, subscribing to a Novix IQ application, or otherwise using our services, you accept these Terms. If you accept on behalf of a business, you represent that you are authorized to bind that business.
Where a separate signed engagement letter, order form, or subscription agreement exists, that document controls if it conflicts with these Terms.
A1. Scope of Services
We provide business advisory, financial, and operational consulting services. The specific scope, deliverables, fees, and timeline of any engagement are set out in a written engagement letter or proposal. We perform services as an independent contractor, not as an employee, partner, or agent of the client.
A2. Not Legal, Tax, Audit, or Investment Advice
Our advisory services are professional consulting. They do not constitute legal advice, an audit or attestation engagement, a tax return preparation or filing service, securities or investment advice, or a fiduciary relationship, unless a separate written agreement expressly says so. We may recommend that you engage qualified attorneys, certified public accountants, tax professionals, or licensed advisors for matters requiring them, and you remain responsible for those decisions.
A3. Client Responsibilities
You agree to provide accurate, complete, and timely information. The quality of our work depends on the quality of the information you give us. We are not responsible for outcomes resulting from incomplete, inaccurate, or withheld information. Final business decisions, and their implementation, remain yours.
A4. Fees and Payment
Fees, retainers, and payment terms are stated in the applicable engagement letter or proposal. Unless otherwise stated, invoices are due within the period specified on the invoice. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Texas law. Out-of-pocket expenses are billed as agreed.
A5. Confidentiality
Information exchanged during an advisory relationship is governed by our Mutual Non-Disclosure and Confidentiality Agreement, which is incorporated by reference.
A6. Termination of an Engagement
Either party may terminate an advisory engagement on written notice as provided in the engagement letter, or with reasonable notice if the engagement letter is silent. You remain responsible for fees and expenses incurred through the effective date of termination.
B1. The Service
Novix IQ provides hosted software applications ("the Service") on a subscription basis. The specific application, modules, user limits, term, and fees are set out in an order form or subscription plan. We may update, improve, and modify the Service over time, and will not materially reduce core functionality of a paid subscription during its term without notice.
B2. Subscription, Fees, and Renewal
Subscriptions are billed in advance for the term selected (for example, monthly or annually). Unless an order form states otherwise, subscriptions renew automatically for successive terms until cancelled, and fees for the renewal term are those in effect at renewal. Usage-based charges (for example, optional artificial intelligence usage beyond an included allowance, or metered storage) are billed as described in the applicable plan. Fees are non-refundable except as required by law or expressly stated in an order form.
B3. License and Acceptable Use
Subject to these Terms and payment of fees, we grant the customer a non-exclusive, non-transferable, revocable right to access and use the Service during the subscription term for its internal business purposes. You agree not to:
- copy, modify, reverse engineer, decompile, or create derivative works of the Service, except as permitted by law;
- resell, sublicense, or provide the Service to third parties as a service bureau, except as expressly authorized;
- upload unlawful, infringing, or malicious content, or use the Service to violate any law or third-party right;
- attempt to gain unauthorized access to the Service or interfere with its operation or security;
- exceed the user, volume, or usage limits of the subscribed plan without upgrading.
B4. Customer Data and Data Processing
As between the parties, the customer owns the data it and its users submit to the Service ("Customer Data"). The customer is the controller of Customer Data, and we process it as a processor on the customer's behalf and under its instructions. That processing is governed by our Data Processing Addendum, which is incorporated by reference. The customer is responsible for the accuracy and lawfulness of Customer Data and for obtaining any consents needed to collect and submit it, including for photographs, identification images, location data, and compliance records.
B5. Customer Responsibilities and Accounts
The customer is responsible for configuring the Service, managing its users and their access, maintaining the confidentiality of account credentials, and the activity that occurs under its account. The customer must notify us promptly of any unauthorized use.
B6. Service Availability and Support
We aim to provide reliable access to the Service but do not guarantee uninterrupted or error-free operation. The Service may be unavailable during maintenance, updates, or events beyond our reasonable control. Support is provided as described in the applicable plan. Questions can be sent to support@novix-iq.com.
B7. Third-Party Services
The Service relies on third-party providers (for example, hosting, database, email, electronic signature, and artificial intelligence providers) listed in our Privacy Policy and Data Processing Addendum. Their availability and terms are outside our control.
B8. Suspension and Termination
We may suspend or terminate access for non-payment, breach of these Terms, or use that threatens the security or integrity of the Service, with notice where practicable. On termination, the customer's right to use the Service ends. Customer Data is handled (returned or deleted) as set out in the Data Processing Addendum, subject to any legally mandated retention periods for compliance records.
C1. Intellectual Property
We retain all rights in our methodologies, templates, software, documentation, and other materials we own or develop, except for work product expressly assigned to a client in a written agreement. The customer retains all rights in its own data and pre-existing materials.
C2. Disclaimer of Warranties
Except as expressly stated in a signed agreement, our services and the Service are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement, to the maximum extent permitted by law.
C3. Limitation of Liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising from or related to the services. Our total aggregate liability arising from or related to the services will not exceed the amounts paid by you to us for the specific services giving rise to the claim during the twelve (12) months preceding the event that gave rise to the claim. These limits do not apply to a party's liability for fraud, willful misconduct, or other liability that cannot be limited under applicable law.
C4. Indemnification
You agree to indemnify and hold us harmless from third-party claims arising out of your breach of these Terms, your violation of law, or the data or content you provide to us or submit to the Service, except to the extent caused by our willful misconduct.
C5. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Texas, without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Cameron County, Texas. Either party may instead elect to resolve a dispute by binding arbitration administered by the American Arbitration Association (AAA) or JAMS, seated in Brownsville, Texas, with each party bearing its own fees unless the arbitrator awards otherwise.
C6. Changes to These Terms
We may update these Terms from time to time. For material changes affecting an active subscription or engagement, we will provide notice. Continued use of our services after an update constitutes acceptance of the revised Terms.
C7. Miscellaneous
If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. These Terms, together with any signed engagement letter, order form, the Privacy Policy, the DPA, and the confidentiality agreement, are the entire agreement between the parties on their subject matter and supersede prior understandings.
C8. Contact
CB Investment Holdings, LLC
dba CB Strategic Advisors and Novix IQ
Brownsville, Texas
Advisory: cbuentello@cbstrategicadvisors.com
Software: support@novix-iq.com
(956) 708-6776
Note: These Terms are a professional template and not legal advice. They should be reviewed by qualified counsel before any product launch.