Terms and Conditions

Last Updated: December 2025

IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS OF USE & SALE BEFORE ACCESSING, USING, SUBSCRIBING, OR PLACING AN ORDER OVER WWW.NOVARESOLVE.COM OR OTHER OF OUR SITES WHICH LINK TO THESE TERMS.

The use of www.novaresolve.com or other sites to which these Terms are linked (each, a "Website"), owned and maintained by CALYPSO INDUSTRIES LLC d/b/a NovaResolve ("NovaResolve," "we," "our," "us"), are governed by these Terms. We offer the Website, including all information, tools, and services available from the Website to you, the user, conditioned upon your acceptance of all terms and conditions stated herein. By accessing, using, subscribing, placing an order over the Website, or purchasing any NovaResolve services, you and your business (including any sub users you may have) agree to the terms and conditions set forth herein. If you do not agree to these Terms and Conditions in their entirety, you are not authorized to use the Website in any manner or form whatsoever.

THIS IS A BINDING AGREEMENT. THESE TERMS TOGETHER WITH OUR PRIVACY STATEMENT FORM A LEGALLY BINDING AGREEMENT (THE "AGREEMENT") BETWEEN YOU AND YOUR BUSINESS ("YOU") AND NOVARESOLVE. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES PROVIDED BY NOVARESOLVE, ANY ORDER YOU PLACE THROUGH THE WEBSITE, BY TELEPHONE, OR OTHER ACCEPTED METHOD OF PURCHASE AND, AS APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE PRODUCTS OR SERVICES OFFERED ON OR AVAILABLE THROUGH THE WEBSITE. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

SECTION 1 – WEBSITE USE

Your access to and use of this Website is conditioned on your acceptance of these Terms. You agree to use the Website in compliance with all applicable laws and not engage in prohibited behaviors including but not limited to interfering with Website functionality, attempting unauthorized access, sending spam or harmful code, or misrepresenting your identity. The Website and all content are provided "as is" without warranties of any kind.

The Website is intended for businesses operated by adults. If you use the Website, you are affirming that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), operate a business, have the legal capacity to enter into a binding contract with us, and have read this Agreement and understand and agree to its terms.

We recognize in certain instances, the Website may be accessed by youth under the age of 18. In these instances, by accessing the Website, you are affirming that your parent or guardian, of at least 18 years old, has given requisite verifiable consent for you to do so and that they agree to these terms on your behalf.

SECTION 2 – PRIVACY POLICY

We respect the privacy of our service users. Please refer to our Privacy Policy which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Service, you signify your agreement to the Privacy Policy as well as these Terms and Conditions.

SECTION 3 – PURCHASES AND PAYMENT

We accept the following forms of payment: Visa, Mastercard, American Express, Discover, PayPal. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

SECTION 4 – SUBSCRIPTIONS

A. BILLING AND RENEWAL. Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle will depend on the type of subscription plan you choose when you subscribed to the Services.

B. CANCELLATION. You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at [email protected].

C. FEE CHANGES. We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.

SECTION 5 – INTELLECTUAL PROPERTY RIGHTS

OUR INTELLECTUAL PROPERTY

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services "AS IS" for your internal business purpose only.

YOUR USE OF OUR SERVICES

Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:

a. access the Services; and

b. download or print a copy of any portion of the Content to which you have properly gained access,

solely for your internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: [email protected]. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

YOUR SUBMISSIONS AND CONTRIBUTIONS

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material ("Contributions"). Any Submission that is publicly posted shall also be treated as a Contribution.

You understand that Contributions may be viewable by other users of the Services and possibly through third-party websites.

When you post Contributions, you grant us a license (including use of your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels.

This license includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.

You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:

confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;

to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;

warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions; and

warrant and represent that your Submissions and/or Contributions do not constitute confidential information.

You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.

All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties, excluding aggregators and providers of the Text Message services.

COPYRIGHT INFRIGEMENT

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately refer to the "COPYRIGHT INFRIGEMENTS" section below.

SECTION 6 – COPYRIGHT INFRIGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.

SECTION 7 – USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

SECTION 8 – USER REGISTRATION

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

SECTION 9 – SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

SECTION 10 – PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

- Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

- Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.

- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.

- Use any information obtained from the Services in order to harass, abuse, or harm another person.

- Make improper use of our support services or submit false reports of abuse or misconduct.

- Use the Services in a manner inconsistent with any applicable laws or regulations.

- Engage in unauthorized framing of or linking to the Services.

- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.

- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

- Delete the copyright or other proprietary rights notice from any Content.

- Attempt to impersonate another user or person or use the username of another user.

- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").

- Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.

- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.

- Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.

- Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.

- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.

- Use a buying agent or purchasing agent to make purchases on the Services.

- Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

- Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

- Sell or otherwise transfer your profile.

SECTION 11 – TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

SECTION 12 – MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

SECTION 13 – GOVERNING LAW

These Terms and any dispute arising out of or related to them shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. You agree to submit to the exclusive jurisdiction of the state and federal courts located in Suffolk County, New York, for the resolution of any disputes.

SECTION 14 – DISPUTE RESOLUTION

These Terms and any dispute arising out of or relating to them or your use of our services shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) do not apply to these Terms. Any legal action of whatever nature brought by either you or NovaResolve (collectively, the "Parties" and individually, a "Party") shall be commenced or prosecuted exclusively in the state and federal courts located in Suffolk County, New York, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, improper venue, and forum non conveniens with respect to venue and jurisdiction in such courts. Each Party also waives any right to a jury trial in any such proceeding. In no event shall any claim, action, or proceeding brought by either Party related in any way to these Terms or the services be commenced more than one (1) year after the cause of action arose.

SECTION 15 – CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

SECTION 16 – WARRANTY DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

SECTION 17 – LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NOVARESOLVE, ITS MEMBERS, MANAGERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF NOVARESOLVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOVARESOLVE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO NOVARESOLVE FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

SECTION 18 – INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

SECTION 19 – USER DATA

NovaResolve collects and processes certain personal information from you, such as your name, email address, payment details, and usage data (e.g., IP address, device info), as necessary to provide our services, process payments, communicate with you, and improve our platform. We use this data solely for these business purposes and do not sell it to third parties. ​We implement reasonable administrative, technical, and physical safeguards to protect your data from unauthorized access, loss, or misuse, but no system is completely secure, and we cannot guarantee absolute protection. You are responsible for maintaining the confidentiality of your account credentials. ​For full details on our data practices, including your rights to access, correct, or delete your information (subject to applicable law), please see our Privacy Policy. These Terms incorporate the Privacy Policy by reference.

SECTION 20 – ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

SECTION 21 – CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

SECTION 22 – NOVARESOLVE SMS MESSAGING TERMS AND COMPLIANCE

By opting in to receive SMS messages from NovaResolve, you can expect to receive text messages related to account updates, service notifications, appointment reminders, support communications, and other service-related information from NovaResolve. Opt-in is collected via web forms with a dedicated checkbox for SMS consent.

OPT-OUT AND CANCELLATION INSTRUCTIONS: If at any time you wish to stop receiving SMS messages from us, simply text "STOP" to the same number that we sent you messages from. Upon sending "STOP," we will confirm your unsubscribe status via SMS. Following this confirmation, you will no longer receive SMS messages from us.

REJOINING INSTRUCTIONS: If you have previously opted out of our SMS messaging program and would like to resume receiving messages, you may rejoin by submitting a new opt-in form on our website and checking the SMS consent checkbox associated with your phone number. By rejoining, you confirm that you are the authorized user of the phone number provided and that you again consent to receive recurring SMS messages from NovaResolve. Message frequency may vary. Message and data rates may apply. You can opt out at any time by replying "STOP" to any message.

MESSAGE AND DATA RATES: Message and data rates may apply for messages sent to you from us and to us from you. The rates are determined by your carrier and the specifics of your mobile plan. For questions about your text plan or data plan, contact your wireless provider.

HELP AND SUPPORT INSTRUCTIONS: For assistance, support, or if you experience any issues with our messaging program, reply with the keyword "HELP" to the number from which you received the message or you can get help directly at [email protected].

CARRIER LIABILITY: Carriers are not liable for delayed or undelivered messages.

SUPPORTED CARRIERS: Our SMS program works with all major U.S. wireless carriers, including AT&T, T-Mobile, Verizon, Sprint, and most regional carriers.

AGE RESTRICTION: You must be 18 years or older to participate in our SMS program.

PRIVACY POLICY: For privacy-related inquiries, please refer to our Privacy Policy.

SECTION 23 – CLIENT RESPONSIBILITIES

The Client agrees to the following responsibilities and obligations to ensure that the use of the Services is lawful and effective: Obtain and Maintain Consent: You must have explicit permission from each End Customer before NovaResolve sends them any SMS or email. Prior to uploading or providing any End Customer’s contact information to the Service, you will have obtained all necessary and legally-required consents to contact that End Customer via the intended communication method (text message, email, etc.). This means, for example, compliance with opt-in requirements under the Telephone Consumer Protection Act (TCPA) for U.S. text messages, and compliance with email consent requirements under laws like the CAN-SPAM Act. You should only send review requests to individuals who have agreed to receive such communications from you. If an End Customer revokes consent or opts out of receiving communications, you are responsible for updating your settings or notifying NovaResolve to cease messages to that End Customer. Compliance with Data Privacy Laws: You are responsible for adhering to all applicable data protection and privacy laws in relation to the End Customer data and communications. This includes, without limitation, ensuring compliance with regulations such as the EU General Data Protection Regulation (GDPR) (if you handle data of EU residents, even if the service is not yet actively offered in the EU), the California Consumer Privacy Act (CCPA) for personal data of California residents, Canada’s Anti-Spam Legislation (CASL) for messages sent to Canadian recipients, and any other international, federal, or state laws regarding personal data, privacy, or electronic communications. You, as the data controller/business, must provide any required privacy notices to your End Customers and, where required, obtain explicit consent for the collection and use of their data (including sharing it with service providers like NovaResolve for the purpose of sending review requests). If you expand or use the Services in new jurisdictions, you must ensure you meet all local requirements (such as consent and opt-out rules) in those areas. Accurate Data and Lawful Use: You are responsible for the accuracy, quality, and legality of the End Customer contact information and any other data you provide to NovaResolve. This means you will only upload or provide data that has been collected lawfully and is up-to-date. You must not use the Services to send messages to any phone number or email address that is on any do-not-contact list or to individuals who have not consented, as doing so could violate spam or privacy laws. Furthermore, you agree not to use the Services for any unlawful, misleading, or abusive purposes – for example, you will not include any fraudulent content in review requests, and you will not attempt to use the Service to send non-review-related marketing without proper consent. Maintain Integrations and Access: If you choose to integrate third-party accounts or systems with the NovaResolve Services (such as linking a Google Business Profile, Facebook page, or connecting a CRM via API), you are responsible for maintaining the continuity and validity of those integrations. This includes keeping login credentials, API keys, and tokens up to date, and promptly reconnecting or updating them if they change or expire. For instance, if your Google or social media password changes or if your CRM API token expires, you must update the integration settings so that the Services can continue to function. NovaResolve is not responsible for any failure to send review requests or any other service downtime to the extent caused by disconnected or broken integrations due to the Client’s action or inaction. Regulatory Compliance: It is the Client’s duty to ensure that its use of the Services (including the content and timing of messages sent to End Customers) complies with all Applicable Laws (defined above). While NovaResolve provides the tools and default templates, the Client must ensure that the actual use of those tools meets legal standards (for example, including any required disclaimers or opt-out instructions in messages if mandated by law). The Client is strongly encouraged to consult its own legal counsel to ensure that its use of the Services is compliant with laws relevant to its specific industry and jurisdiction. The Client will be solely responsible for any legal consequences arising from improper use of the Services or failure to comply with applicable laws, and agrees to indemnify NovaResolve for any loss or damage resulting from such misuse or non-compliance (as detailed in the Indemnification section of these Terms).

SECTION 24 – SERVICE LIMITATIONS AND NO GUARANTEES

No Guarantee of Results. NovaResolve provides its services on an "as is" and "as available" basis without any warranties, representations, or guarantees of any kind, express or implied, regarding the results, outcomes, performance, or effectiveness of the services. Without limiting the foregoing, NovaResolve does not guarantee, warrant, or make any representations concerning: (a) any specific level of performance, success, or achievement; (b) the achievement of any particular business objectives or results; (c) the accuracy, completeness, or reliability of any information, data, reports, or analytics provided through the services; or (d) the suitability of the services for any particular purpose. Actual results will vary based on numerous factors beyond NovaResolve's control, including market conditions, third-party actions, client materials and inputs, regulatory changes, and external technological limitations. Third-Party Dependencies. NovaResolve may rely on third-party providers, platforms, networks, and services to deliver certain aspects of the services. NovaResolve has no control over such third parties and disclaims all liability for their acts, omissions, interruptions, or performance. You acknowledge that service interruptions or limitations caused by third parties are not breaches of these Terms. Compliance Responsibility. You are solely responsible for ensuring that your use of the services, including all content, materials, and data you provide or generate, complies with all applicable laws, regulations, industry standards, and third-party terms of service. NovaResolve reserves the right, in its sole discretion, to suspend, terminate, or limit your access to the services at any time if it reasonably believes you have violated these Terms, applicable law, or third-party requirements, without notice or liability.

SECTION 25 – NO REFUND POLICY

All sales and payments for services are final and non-refundable, except as expressly required by applicable law. NovaResolve does not provide refunds, credits, or prorated billing for any reason, including but not limited to dissatisfaction with services, non-use of services, termination (by either party), suspension, or cancellation of subscriptions or accounts. In the event of service interruptions caused solely by NovaResolve (and not due to third-party issues, client error, force majeure, or scheduled maintenance), service credits may be issued at NovaResolve's sole discretion, but such credits shall not exceed the amount paid for the affected period and are not transferable or redeemable for cash. You acknowledge that by making payment, you waive any right to chargeback, reversal, or dispute transactions through your payment provider, and agree to resolve any issues directly with NovaResolve. Any chargebacks may result in immediate account suspension and collection efforts for associated fees.

SECTION 26 – TERMINATION AND SUSPENSION

Termination by You. You may terminate your use of the services at any time by ceasing access and notifying NOVARESOLVE in writing. Upon termination, you remain liable for all unpaid fees and obligations accrued prior to termination.

Termination or Suspension by NOVARESOLVE. NOVARESOLVE may, in its sole discretion, suspend or terminate your access to the services, your account, or any portion thereof, immediately and without notice or liability, for any reason, including if NOVARESOLVE suspects or determines that: (a) you have violated these Terms, applicable law, or third-party terms; (b) your use poses a security risk or undue burden on the services; (c) you fail to pay any amounts due; (d) you engage in fraudulent or illegal activity; or (e) it is otherwise necessary to protect the integrity, security, or operation of the services.

Effect of Termination. Upon any termination or suspension: (a) all rights granted to you under these Terms will immediately cease; (b) you must immediately cease all use of the services; (c) NOVARESOLVE may delete any data associated with your account after 30 days, subject to applicable law; and (d) all accrued payment obligations become immediately due. NOVARESOLVE has no obligation to provide.

No Refunds on Termination for Cause: If the Client’s account is terminated by NovaResolve due to a violation of these Terms or unlawful conduct, the Client will not be entitled to any refund of fees paid for the remaining period of any subscription or prepaid service. For example, if the Client paid for a year in advance and is terminated in month 6 for cause, the Client forfeits any fees for the unused months. This forfeiture is in addition to any other remedies that NovaResolve may have against the Client. Reactivation: If a Client’s account was suspended (but not fully terminated) for reasons such as non-payment or a remediable breach, the Client may contact NovaResolve to discuss reactivation once the issue is resolved (e.g., payment is made, or the breach is cured). Reactivation may be subject to a reactivation fee at NovaResolve’s discretion, and the Client may be required to agree to updated Terms if the Terms have changed during the suspension period. NovaResolve is under no obligation to reactivate an account if it deems that doing so could result in further violations or risks. Termination for Convenience by Company: While it is not common, NovaResolve reserves the right to terminate the agreement and cease providing Services to the Client for convenience (for example, if the Company decides to discontinue the Service or a portion of it, or to exit a certain market). In such cases, the Company will provide at least 30 days’ advance notice to the Client and will refund any prepaid fees covering the period after the termination effective date. This kind of termination is not due to any fault of the Client, and the refund will be the sole remedy to which the Client is entitled in that event.

Survival. Provisions that by their nature should survive termination, including Governing Law, Limitation of Liability, No Warranties, Service Limitations, Indemnification, and any accrued payment obligations will continue in full force.

SECTION 27 – INDEMNIFICATION CLAUSE

You represent and warrant that you will only upload, import, or otherwise provide to NovaResolve (or grant NovaResolve access to) contact information of individuals who have given their explicit prior consent to receive communications through the NovaResolve service. Such communications may include, without limitation, SMS text messages, MMS messages, emails, in-app messages, or other forms of electronic communication. You are solely responsible for ensuring that all individuals on any contact or customer list you provide have validly consented and have not withdrawn consent or opted out of receiving such communications. You agree to defend, indemnify, and hold harmless NovaResolve, its affiliates, and each of their respective officers, directors, employees, and agents (the “Indemnified Parties”) to the fullest extent permitted by law, from and against any and all claims, actions, liabilities, losses, damages, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any breach of the foregoing obligations or other improper use of the service by you or by any third party using your account or acting on your behalf (including your employees, contractors, clients, or customers). This indemnification includes, but is not limited to, any claims or proceedings arising from: Lack of Consent: Uploading, importing, or providing access to any contact or personal data without first obtaining all necessary explicit consents from those individuals to receive marketing or other electronic communications. Unauthorized Data Sharing: Emailing, transmitting, or otherwise disclosing any contact information to NovaResolve (including via CRM integrations or data imports) that includes individuals who have not provided the required consent. Opt-Out Violations: Initiating or sending any SMS, MMS, email, in-app message, or other electronic message via the NovaResolve platform to an individual who has opted out of, withdrawn consent for, or otherwise stated refusal to receive such communications. Legal Compliance Breaches: Any allegation that communications sent via the service by you (or at your direction) violate applicable laws or regulations – including, without limitation, the U.S. Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, or any similar federal, state, or international laws governing privacy, data protection, or electronic communications. This indemnity extends to acts or omissions of your customers or clients to the extent such acts or omissions (if committed by you) would constitute a breach of your obligations hereunder. The indemnification obligations hereunder are intended to apply regardless of the theory of liability or cause of action alleged, and shall survive any termination or expiration of this Agreement.

SECTION 28 – MODIFICATION OF THESE TERMS AND CONDITIONS

NovaResolve reserves the right to modify, update, or revise these Terms at any time in its sole discretion. The modified Terms will be effective immediately upon posting the updated version on our website or through notification via email or within the services (e.g., dashboard notice), whichever occurs first. Your continued use of the services following any such modification constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically for changes. If you do not agree to the modified Terms, you must immediately cease using the services and terminate your account. NovaResolve will endeavor to provide advance notice of material changes (e.g., via email for registered users), but such notice is not required, and failure to receive notice does not excuse compliance.

SECTION 29 – CONTACT US

We encourage our customers to contact us with questions or comments about our products and services. Please feel free to do so by sending an email to [email protected].

 

If you have any questions or inquiries concerning these Terms and Services, you may contact NovaResolve by email at [email protected], or by regular mail at 107 Miller Ave, North Babylon, NY 11703. 

For additional inquiries, please feel free to send an email to [email protected].

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