Terms of Service

These Terms of Service ("Agreement") constitute a legally binding contract between Novalyra LLC, doing business as Novalyra Group ("Novalyra," "we," "us," or "our"), a Wyoming limited liability company, and the individual or entity ("Client," "you," or "your") engaging our digital marketing and brand strategy consulting services. By signing a Statement of Work, submitting a project inquiry, or using any of our services, you agree to be bound by this Agreement.

1. Acceptance of Terms

By accessing our website at novalyragroup.com, executing a Statement of Work (SOW), or engaging Novalyra for any service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy, which is incorporated herein by reference. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind that entity.

We reserve the right to modify these Terms at any time. We will notify active clients of material changes via email at least 14 days before the changes take effect. Continued use of our services after the effective date of any modification constitutes your acceptance of the revised Terms.

2. Description of Services

Novalyra Group provides professional digital marketing and brand strategy consulting services. Our service offerings include, but are not limited to:

• Marketing Consulting: Strategic advisory, go-to-market planning, competitive analysis, and marketing roadmap development.
• Brand Strategy: Brand positioning, brand identity development, messaging architecture, and brand guidelines.
• Social Media Management: Content strategy, content creation, posting schedules, community engagement, and performance reporting.
• Search Engine Optimization (SEO): On-page optimization, technical SEO audits, link building strategy, and keyword research.
• Paid Advertising: Campaign setup, management, and optimization across Google Ads, Meta Ads, LinkedIn, and other relevant paid media platforms.
• Content Marketing: Blog content, email campaigns, landing page copy, and other written or multimedia marketing assets.
• Marketing Analytics: Dashboard setup, performance reporting, attribution modeling, and data interpretation.

The specific scope, deliverables, timelines, and fees for each engagement are defined in a mutually executed Statement of Work.

3. Client Responsibilities

The success of your marketing engagement depends on active participation from your side. As a Client, you agree to:

• Provide timely access to necessary accounts, platforms, brand assets, data, and personnel as reasonably required for Novalyra to perform the services.
• Provide timely, substantive feedback on deliverables within the timeframe specified in the applicable SOW. Delayed feedback may extend project timelines without constituting a breach by Novalyra.
• Ensure that all information, materials, and content you provide to Novalyra is accurate, complete, and does not infringe upon any third-party rights.
• Comply with all applicable laws and regulations in connection with your marketing activities, including advertising regulations, consumer protection laws, and industry-specific compliance requirements.
• Designate a primary point of contact who has authority to approve deliverables and make decisions on your behalf.
• Maintain the security of any login credentials shared with Novalyra and notify us immediately of any unauthorized access.

4. Project Agreements and Scope

All engagements are governed by a Statement of Work (SOW) that specifies the scope of services, deliverables, timelines, milestones, and fees. The SOW, together with this Agreement, constitutes the entire agreement between the parties for that engagement.

Change Requests: Any request to add, remove, or modify the scope of work after the SOW has been executed must be submitted as a formal Change Request. We will provide a written estimate of any additional time and fees before proceeding. Work on scope changes will not commence until both parties have signed the Change Request.

Additional Fees: Work performed outside the agreed scope, including additional revision rounds beyond those specified in the SOW or the Delivery Policy, will be billed at our then-current hourly rate.

5. Payment Terms

All fees are stated in U.S. dollars unless otherwise specified in the SOW.

• Invoicing: Invoices are issued on a schedule defined in the applicable SOW (e.g., monthly for retainers, milestone-based for projects).
• Payment Methods: We accept payment via credit card, debit card, and ACH bank transfer, processed through Stripe.
• Due Date: All invoices are due within 15 days of the invoice date unless otherwise stated in the SOW.
• Late Payment: Invoices not paid by the due date will accrue interest at a rate of 1.5% per month (18% per annum) on the outstanding balance, beginning on the day after the due date.
• Deposits: Project-based engagements require a deposit of 25% to 50% of the total project fee, as specified in the SOW, before work commences. Deposits are credited against the final invoice.
• Suspension of Services: We reserve the right to suspend services if an invoice remains unpaid for more than 30 days. Services will resume upon payment of all outstanding amounts, including any accrued interest.
• Advertising Spend: Any third-party advertising spend (e.g., Google Ads, Meta Ads budgets) is separate from our management fees and must be funded directly by the Client or reimbursed to Novalyra as specified in the SOW.

6. Intellectual Property Rights

Intellectual property rights in the context of a marketing consulting engagement are allocated as follows:

• Client-Owned Deliverables: Upon receipt of full payment of all amounts due, Novalyra assigns to Client all rights, title, and interest in the final deliverables specifically created for Client under the applicable SOW (e.g., custom ad copy, brand identity files, content assets).
• Pre-Existing IP: Each party retains ownership of any intellectual property developed independently of this Agreement and in existence prior to the engagement.
• Novalyra Methodologies and Tools: Novalyra retains all rights to its proprietary methodologies, frameworks, processes, templates, tools, software, know-how, and general knowledge developed in connection with this or any other engagement. These are not transferred to Client.
• Portfolio Rights: Unless otherwise agreed in writing, Novalyra reserves the right to include general descriptions of the engagement and anonymized results in our portfolio, case studies, and marketing materials.

7. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law or as necessary to perform obligations under this Agreement. "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to business strategies, financial data, customer lists, marketing plans, and technical information.

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law, court order, or government authority, provided that the receiving party provides prompt written notice to allow the disclosing party to seek a protective order.

These obligations of confidentiality survive termination of this Agreement for a period of three (3) years.

8. Representations and Warranties

Novalyra represents and warrants that: (a) we have the right to enter into this Agreement; (b) services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) to our knowledge, deliverables created by Novalyra will not infringe any third-party intellectual property rights.

Client represents and warrants that: (a) you have the right to enter into this Agreement; (b) all materials, data, and information provided to Novalyra are accurate and do not infringe third-party rights; and (c) you will comply with all applicable laws in your use of our deliverables and in your marketing activities.

No Guarantee of Results: Novalyra makes no guarantee, warranty, or representation regarding specific marketing outcomes, including but not limited to increases in website traffic, search engine rankings, social media followers, leads generated, revenue, or return on advertising spend. Digital marketing results depend on many factors outside our control, including market conditions, platform algorithm changes, competition, and the quality of the client's underlying product or service.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOVALYRA'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO NOVALYRA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL NOVALYRA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF NOVALYRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply even if any remedy fails of its essential purpose and reflect the allocation of risk between the parties, which is a material basis for this Agreement.

10. Indemnification

Client agrees to indemnify, defend, and hold harmless Novalyra LLC, its members, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of this Agreement; (b) your use or misuse of our deliverables; (c) your violation of any applicable law or regulation; (d) any claim that materials or information you provided to Novalyra infringe a third party's intellectual property rights; or (e) your marketing activities, advertising content, or business operations.

11. Term and Termination

This Agreement commences on the date the SOW is executed and continues until all services under all active SOWs have been completed or the Agreement is otherwise terminated.

• Termination for Convenience: Either party may terminate an ongoing retainer engagement by providing 30 days written notice. Client remains responsible for payment of all fees for services rendered through the end of the notice period.
• Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within 10 days of receiving written notice of the breach.
• Effect of Termination: Upon termination, Client shall pay all outstanding fees for work performed through the termination date. Novalyra will deliver all completed or substantially completed deliverables upon receipt of final payment.

Survival: The following sections survive termination of this Agreement: Intellectual Property Rights, Confidentiality, Limitation of Liability, Indemnification, Dispute Resolution, Non-Solicitation, and Governing Law.

12. Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following its termination, neither party shall, directly or indirectly, solicit, recruit, hire, or attempt to hire any employee, contractor, or consultant of the other party who was involved in the performance of services under this Agreement, without the prior written consent of the other party.

This restriction does not apply to general public job postings that are not specifically targeted at the other party's personnel.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, platform outages (e.g., Google, Meta, or other third-party platform disruptions), strikes, or internet or telecommunications failures. The affected party shall provide prompt written notice and shall use commercially reasonable efforts to resume performance as soon as practicable.

14. Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, the parties agree to first attempt to resolve the matter through good-faith negotiation by senior representatives of each party.

If the dispute is not resolved through negotiation within 30 days (or such longer period as the parties may agree in writing), the parties shall submit the dispute to non-binding mediation in Sheridan County, Wyoming, before a mutually agreed-upon mediator.

If mediation fails to resolve the dispute within 60 days of commencement, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Sheridan, Wyoming. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the resolution of any dispute.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. To the extent that any matter requires judicial resolution outside of arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming.

16. Chargebacks and Payment Disputes

Before initiating any chargeback or payment dispute with your bank or credit card issuer, you agree to contact us first at support@novalyragroup.com to allow us the opportunity to resolve the issue directly. We will make reasonable efforts to address all legitimate billing concerns within 5 business days.

Unauthorized or fraudulent chargebacks for services that were provided as agreed may result in: (a) suspension or termination of your service engagement; (b) referral to collections; (c) reporting to credit bureaus; and (d) legal action to recover amounts owed, including attorneys' fees and any chargeback-related fees imposed by our payment processor.

17. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect.

18. Entire Agreement

This Agreement, together with any executed Statement of Work and our Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, and agreements, whether written or oral, relating to such subject matter. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

19. Contact Information

For questions or concerns regarding these Terms of Service, please contact us: