Terms of Service

1. Acceptance of Terms

By accessing novalyxweb.com (the "Site"), submitting an inquiry, or entering into a service agreement with Novalyx Web, you confirm that you accept these Terms and agree to comply with them.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, in which case "you" refers to that entity.

2. Services

Novalyx Web provides B2B digital services including, but not limited to:

• Custom web design and B2B web development (React, PHP, Python, Next.js)
• Shopify web development and e-commerce solutions
• Web app development and SaaS platform builds
• AI automation and n8n workflow development
• Smart chatbot development and deployment
• Search engine optimization (SEO) including HVAC SEO services
• UI/UX design and graphic design
• Video editing and production

The specific scope, deliverables, timelines, and pricing for any engagement are governed by a separate written Statement of Work (SOW) or Project Agreement agreed upon between the parties. In the event of a conflict between these Terms and a signed SOW, the SOW shall prevail.

3. Eligibility

Our Site and services are intended exclusively for individuals and businesses aged 18 years or older. By using our Site or engaging our services, you represent that you are at least 18 years of age and have the legal capacity to enter into binding contracts.

Our services are intended primarily for business use ("B2B"). Novalyx Web reserves the right to decline any engagement at our sole discretion.

4. Project Engagement

All client projects begin with a formal discovery process. A project is considered engaged only upon:

• Execution of a signed Statement of Work (SOW) or Project Agreement; and
• Receipt of any agreed deposit or first payment milestone

Verbal agreements, email discussions, or form submissions alone do not constitute a binding project engagement. We reserve the right to modify our process, pricing structure, or availability at any time prior to execution of a formal agreement.

Client Responsibilities

You agree to provide accurate, complete, and timely information, materials, and feedback required for us to deliver the agreed services. Delays caused by late client approvals, missing assets, or unclear feedback that extend project timelines are not the responsibility of Novalyx Web.

5. Payment & Fees

Pricing

All fees are specified in the applicable SOW or Project Agreement. Prices are quoted in United States Dollars (USD) unless otherwise stated. Novalyx Web reserves the right to adjust pricing for new engagements at any time.

Payment Terms

• Deposits are non-refundable unless otherwise specified in the SOW
• Invoices are due upon receipt unless a payment schedule is agreed in writing
• Late payments (beyond 7 days of the due date) may incur a late fee of 1.5% per month on the outstanding balance
• Work may be paused or withheld until overdue invoices are settled

Refunds

Refunds are handled on a case-by-case basis and are at the sole discretion of Novalyx Web. Work completed and delivered in accordance with the agreed SOW is generally non-refundable. If you have a concern about deliverables, contact us promptly and we will work in good faith to resolve the issue.

6. Intellectual Property

Ownership Upon Full Payment

Upon receipt of full and final payment for a project, Novalyx Web assigns to you all rights, title, and interest in the custom deliverables created specifically for your project (the "Work Product"), including any copyrights therein, to the extent permitted by law.

Retained Rights

Novalyx Web retains the right to:

• Use open-source components, licensed third-party tools, and pre-existing code libraries ("Background IP") that are incorporated into your project — these remain the property of their respective owners or Novalyx Web
• Display your completed project as part of our portfolio and case studies, unless you request otherwise in writing prior to project completion
• Retain and reuse general methodologies, know-how, and non-client-specific processes developed during the engagement

Prior to Full Payment

Until all outstanding invoices are fully paid, all Work Product remains the property of Novalyx Web. You may not publish, distribute, or use any deliverables until payment is received in full.

Third-Party Licenses

Certain deliverables may incorporate third-party software, fonts, plugins, stock imagery, or APIs that carry their own license terms. You are responsible for maintaining any required licenses for continued use of such components after project handoff.

7. Client Content

You retain full ownership of all content, data, images, copy, trademarks, and materials you provide to us ("Client Content"). By providing Client Content, you grant Novalyx Web a limited, non-exclusive license to use such content solely for the purpose of delivering the agreed services.

You represent and warrant that you have all necessary rights to provide Client Content to us and that its use in the project does not infringe any third-party intellectual property rights, privacy rights, or applicable laws. You agree to indemnify Novalyx Web against any claims arising from Client Content.

8. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement ("Confidential Information"), including business strategies, technical specifications, pricing, and client data. Neither party will disclose Confidential Information to third parties without prior written consent, except as required by law.

This confidentiality obligation does not apply to information that: (a) is or becomes publicly known through no breach of this agreement; (b) was already known to the receiving party; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law or court order.

9. Prohibited Uses

You agree not to use our Site or services to:

• Engage in any unlawful activity or violate any applicable local, state, national, or international law
• Transmit unsolicited commercial communications (spam)
• Impersonate any person or entity, or misrepresent your affiliation
• Upload, transmit, or distribute malware, viruses, or malicious code
• Attempt to gain unauthorized access to our systems or networks
• Collect or harvest personal data from our Site without consent
• Use our services to create content that is defamatory, obscene, or infringes third-party rights
• Reverse engineer, decompile, or disassemble any software we provide

Novalyx Web reserves the right to immediately terminate any engagement where prohibited use is suspected, without liability and without refund of fees paid.

10. Disclaimers

Our Site and services are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Novalyx Web does not warrant that:

• The Site will be uninterrupted, error-free, or free from viruses or harmful components
• Results from SEO, advertising, or digital marketing services will achieve any specific ranking, traffic, or revenue target — search engine algorithms are beyond our control
• Third-party platforms (e.g., Shopify, n8n, Google, Meta) will function as expected or maintain their current features

Any case study results, statistics, or performance metrics described on our Site represent past client outcomes and are not guarantees of future results.

11. Limitation of Liability

To the fullest extent permitted by applicable law, Novalyx Web and its owners, employees, contractors, and agents shall not be liable for any:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, business, or goodwill
• Damages arising from your reliance on information on our Site
• Damages resulting from unauthorized access to or use of our servers

In no event shall our total liability to you for all claims arising out of or relating to these Terms or any services exceed the total fees paid by you to Novalyx Web in the three (3) months preceding the claim.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless Novalyx Web and its officers, directors, employees, agents, and contractors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of our Site or services
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property or privacy rights
• Client Content you provide that causes harm or infringement

13. Termination

Either party may terminate an active project engagement by providing written notice as specified in the applicable SOW. Upon termination:

• You remain liable for all fees for work completed up to the date of termination
• Non-refundable deposits are forfeited
• Novalyx Web will provide all completed Work Product upon receipt of outstanding payment
• Both parties remain bound by confidentiality obligations

Novalyx Web reserves the right to immediately suspend or terminate access to our Site or services — without notice or liability — for any violation of these Terms or for any conduct that we, in our sole discretion, determine to be harmful to other users, us, or third parties.

14. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or our services shall first be attempted to be resolved through good-faith negotiation between the parties. If negotiation fails, the parties agree to submit to binding arbitration in Duval County, Florida, under the rules of the American Arbitration Association, before pursuing any litigation.

You waive any right to participate in a class-action lawsuit or class-wide arbitration against Novalyx Web.

15. Changes to These Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting the revised Terms to this page with an updated "Last Updated" date. It is your responsibility to review these Terms periodically.

Your continued use of our Site or services after changes are posted constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of our Site and services.

16. Contact Us

If you have any questions about these Terms of Service, please contact us:

• Email: contact@novalyxweb.com
• Website: novalyxweb.com

We aim to respond to all legal inquiries within 5 business days.