Terms of Service

1. Agreement to Terms

Welcome to NovaMerch. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and NovaMerch ("we," "us," or "our") regarding your use of our e-commerce support services.

By engaging our services, accessing our website, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

2. Services Provided

NovaMerch provides professional e-commerce support services, including:

• Content Preparation: Creation and optimization of product descriptions, titles, images, and other content for online stores
• Catalog Organization: Structuring and organizing product catalogs, categories, collections, and inventory management
• Platform Setup: Configuration and setup of e-commerce platforms including Shopify, WooCommerce, Etsy, and other platforms
• Product Visualization: Basic product image editing, enhancement, and presentation assistance
• Consulting Services: Strategic advice and guidance on e-commerce best practices

2.1 Service Scope

The specific scope of services will be outlined in individual service agreements, proposals, or statements of work. We reserve the right to decline services that fall outside our expertise or capabilities.

3. Client Responsibilities

To ensure successful service delivery, you agree to:

• Provide Accurate Information: Supply complete, accurate, and timely information, materials, and access necessary for service completion
• Timely Communication: Respond to our requests for information, feedback, or approvals within agreed-upon timeframes
• Platform Access: Provide necessary login credentials, permissions, and access to relevant platforms and tools
• Content Rights: Ensure you have the legal right to use all materials, images, text, and content provided to us
• Payment Obligations: Make timely payments according to the agreed-upon payment terms
• Compliance: Ensure your business operations comply with all applicable laws and regulations

4. Payment Terms

4.1 Pricing and Fees

Service fees will be outlined in your service agreement, proposal, or invoice. All prices are in USD unless otherwise specified.

4.2 Payment Schedule

• Project-Based Services: Typically require a deposit (25-50%) before work begins, with the balance due upon completion
• Hourly Services: Billed weekly or bi-weekly based on time tracked
• Retainer Services: Billed monthly in advance
• Subscription Services: Automatically charged on the recurring billing date

4.3 Payment Methods

We accept payment via credit card, debit card, PayPal, bank transfer, and other methods as agreed upon.

4.4 Late Payments

Invoices are due within the timeframe specified (typically 7-14 days). Late payments may incur:

• Late fees of 1.5% per month (or the maximum allowed by law)
• Suspension of services until payment is received
• Withholding of deliverables until full payment is made

4.5 Refunds

Refund requests are subject to our Refund Policy. Please review our separate Refund Policy document for complete details.

5. Intellectual Property Rights

5.1 Client-Provided Materials

You retain all ownership rights to materials, content, and information you provide to us. By providing these materials, you grant us a limited license to use them solely for the purpose of delivering our services.

5.2 Work Product Ownership

Upon full payment, you will own the final deliverables created specifically for you, including:

• Custom product descriptions and content
• Edited product images (excluding stock images with separate licenses)
• Catalog structures and organization systems
• Custom configurations and setups

5.3 NovaMerch Property

We retain ownership of:

• Our proprietary processes, methodologies, and tools
• Templates, frameworks, and reusable components
• Pre-existing intellectual property and work products
• Knowledge and expertise gained during service delivery

5.4 Third-Party Materials

Stock images, fonts, plugins, themes, or other third-party materials are subject to their respective licenses. You are responsible for obtaining and maintaining appropriate licenses for any third-party materials used in your project.

6. Confidentiality

We respect the confidentiality of your business information and agree to:

• Keep all client information, data, and materials confidential
• Not disclose sensitive business information to third parties without your consent
• Use client information solely for the purpose of providing services
• Implement reasonable security measures to protect your data

This obligation does not apply to information that:

• Is publicly available or becomes public through no fault of ours
• Was already in our possession prior to engagement
• Is required to be disclosed by law or legal process

7. Project Timelines and Deliverables

7.1 Estimated Timelines

Project timelines are estimates based on the information available at the time of agreement. Actual completion times may vary based on:

• Project complexity and scope changes
• Client response times and feedback cycles
• Availability of required information and materials
• Third-party platform limitations or issues

7.2 Revisions

Most service packages include a specified number of revision rounds. Additional revisions beyond the agreed-upon number may incur additional fees.

7.3 Approval and Sign-Off

You are responsible for reviewing and approving deliverables within the specified timeframe. Failure to provide feedback within the agreed-upon period will be considered acceptance of the work.

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that:

• Services will be performed with professional care and expertise
• Work will substantially conform to the specifications in your service agreement
• We have the right and authority to provide the services

8.2 Disclaimers

We do not guarantee or warrant:

• Business Results: Specific sales, revenue, traffic, or conversion outcomes
• Platform Performance: Uninterrupted operation of third-party platforms (Shopify, WooCommerce, Etsy, etc.)
• Search Rankings: Specific SEO rankings or search engine placement
• Third-Party Services: Functionality or availability of third-party tools, plugins, or integrations
• Market Conditions: Changes in market trends, consumer behavior, or competitive landscape

9. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability for any claims arising from our services shall not exceed the total amount paid by you for the specific services giving rise to the claim
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or lost data
• We are not responsible for damages caused by your misuse of deliverables, third-party actions, or factors beyond our reasonable control

10. Indemnification

You agree to indemnify, defend, and hold harmless NovaMerch, its officers, employees, and contractors from any claims, damages, losses, or expenses (including legal fees) arising from:

• Your use of our services or deliverables
• Your violation of these Terms or applicable laws
• Infringement of third-party rights by materials you provided
• Your business operations or products/services sold

11. Termination

11.1 Termination by Client

You may terminate services at any time by providing written notice. Upon termination:

• You will be charged for all work completed up to the termination date
• Any deposits or prepaid fees are subject to our Refund Policy
• We will provide deliverables for completed work upon full payment

11.2 Termination by NovaMerch

We reserve the right to terminate services if:

• You fail to make timely payments
• You breach these Terms or your service agreement
• You engage in abusive, threatening, or inappropriate behavior
• Continuing the relationship is not feasible or advisable

11.3 Effect of Termination

Upon termination, all outstanding invoices become immediately due and payable. Provisions regarding confidentiality, intellectual property, and limitation of liability survive termination.

12. Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or utility failures, or pandemics.

13. Independent Contractor Relationship

NovaMerch is an independent contractor, not an employee, agent, or partner of your business. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website. We will make reasonable efforts to notify clients of material changes. Your continued use of our services after changes are posted constitutes acceptance of the modified Terms.

15. Governing Law and Dispute Resolution

15.1 Governing Law

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

15.2 Dispute Resolution

In the event of any dispute arising from these Terms or our services:

• Negotiation: Parties agree to first attempt to resolve disputes through good-faith negotiation
• Mediation: If negotiation fails, parties agree to attempt mediation before pursuing litigation
• Jurisdiction: Any legal action shall be brought in the courts of Daviess County, Kentucky

16. General Provisions

16.1 Entire Agreement

These Terms, together with any service agreements, proposals, or statements of work, constitute the entire agreement between you and NovaMerch regarding our services.

16.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign our rights and obligations without restriction.

16.5 Notices

All notices under these Terms shall be in writing and sent to the contact information provided by each party. Email notices are acceptable and considered received when sent.

17. Acceptance of Terms

By using our services, you acknowledge that you have read these Terms of Service, understand them, and agree to be bound by them. If you are entering into these Terms on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.