Terms of Use

1. Agreement to these Terms

These Terms of Use ("Terms") are a binding agreement between you ("Client," "you") and Novare Media LLC ("Novare Media," "we," "us"). They govern your use of our client portal at portal.novare-media.com (the "Portal"). By accessing the Portal, accepting an estimate, signing a document, or making a payment through it, you agree to these Terms. These Terms work together with any service agreement, statement of work, or estimate you sign with us (each, a "Contract"). If these Terms conflict with a Contract you have signed, the Contract controls.

2. Definitions

• "Portal" means our online client portal, where you view estimates and invoices, make payments, sign agreements, and access reports.
• "Deliverables" means the work product we create for you, such as ad creative, content, and reports.
• "Client Materials" means anything you provide to us, including logos, brand assets, account access, copy, and images.
• "Contract" means the estimate, statement of work, or service agreement that sets the scope and price of our work.

3. The Portal is part of our engagement

The Portal is provided solely to support our working relationship: to help us deliver marketing and advertising services and collaborate with you. It is not offered for sale, subscription, or standalone use, and access to it is not a purchase. We grant you a limited, non-exclusive, non-transferable right to use the Portal only while you have an active Contract with us. Although you may use information and Deliverables in the Portal for your own operations, your access exists to support our engagement and the Contracts you enter into through it.

4. Accounts

If we issue you a Portal login, you are responsible for keeping your credentials confidential and for all activity under your account. Notify us immediately of any unauthorized use. You must be at least 18 and authorized to act for your business.

5. Estimates, invoices, and payment

Fees, billing schedules, deposits, and payment terms are governed by your Contract and the invoices we issue. The Portal is where you review estimates, view and pay invoices, and track those amounts. Accepting an estimate or signing a Contract in the Portal creates a binding agreement on the terms shown.

• Payment methods. Payments are processed through third-party processors (for example Stripe for cards and ACH). By paying, you also agree to the processor's terms. We do not store full card or bank account numbers.
• Late payments. Overdue amounts may accrue a late fee as stated on the invoice and, to the extent permitted by law, interest. We may pause services for non-payment.
• Taxes. Fees exclude taxes; you are responsible for applicable sales, use, or similar taxes.
• Ad spend and third-party costs. Unless stated otherwise, advertising budgets and third-party platform or software costs are separate from our fees and are your responsibility.
• Refunds. Fees for work performed are non-refundable except as expressly stated in a Contract or required by law.

6. Electronic signatures and communications

You consent to do business electronically. Estimates, contracts, and other documents you sign or accept through the Portal are valid electronic signatures under the U.S. E-SIGN Act and Arizona's Uniform Electronic Transactions Act, and carry the same legal effect as handwritten signatures. You may request a paper copy of any signed document.

7. Acceptable use

You agree not to: (a) access accounts or data that are not yours; (b) probe, scan, or breach security; (c) upload malware or unlawful, infringing, or harmful content; (d) scrape, reverse engineer, or copy the Portal; (e) resell or provide access to third parties without our consent; or (f) use the Portal to violate any law or third-party right. We may suspend or revoke access for violations.

8. Client Materials and responsibilities

You are responsible for the accuracy, legality, and rights to all Client Materials, and for timely approvals, access, and information we need to perform. You grant us a limited license to use Client Materials solely to provide the services. Delays caused by missing approvals, access, or content may affect timelines and are not our responsibility.

9. Intellectual property

• Deliverables. Upon our receipt of full payment for the applicable Contract, you own the final Deliverables created specifically for you, except for any third-party or pre-existing materials.
• Our materials. We retain all rights in our own tools, software, the Portal, templates, know-how, and any pre-existing or general-use materials. Your right to use the Portal is the limited license described in Section 3.
• Portfolio. Unless you tell us otherwise in writing, we may reference our work for you and display non-confidential Deliverables in our portfolio and marketing.

10. Third-party platforms and integrations

The Portal may connect to third-party platforms (for example Meta, Google, and others). Your use of those platforms is governed by their terms, and we are not responsible for their availability, changes, data, or actions. You authorize us to access and manage connected accounts on your behalf as needed to perform the services.

11. No guarantee of results

Marketing outcomes depend on many factors outside our control, including platform algorithms, competition, budgets, market conditions, and your own operations. We do not guarantee specific results such as rankings, impressions, leads, sales, revenue, or return on ad spend. Any projections or examples are illustrative, not promises.

12. Confidentiality

Each party will protect the other's non-public business information disclosed in connection with the services and use it only to perform or receive the services. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law.

13. Privacy

Our handling of personal information is described in our Privacy Policy, which is incorporated by reference. When the Portal holds data about your own customers, we handle it on your behalf as described in that policy and in your Contract.

14. Disclaimers

The Portal and services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Portal will be uninterrupted, error-free, or secure.

15. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or related to the Portal or services, even if advised of the possibility. Our total aggregate liability for any claim will not exceed the total Fees you paid to us for the specific Contract giving rise to the claim in the three (3) months before the event giving rise to liability. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

16. Indemnification

You will defend, indemnify, and hold harmless Novare Media and its owners, employees, and contractors from any claims, damages, and expenses (including reasonable attorneys' fees) arising from your Client Materials, your use of the Portal, your violation of these Terms, or your violation of any law or third-party right.

17. Portal access and termination

Your right to use the Portal lasts only while you have an active Contract with us. When our engagement ends, for any reason, your Portal access ends, though we may keep records as required by law or our Contract. We may also suspend or revoke access immediately for non-payment, a security risk, or a breach of these Terms. Fees for work performed remain due. Sections that by their nature should survive (payment, intellectual property, confidentiality, disclaimers, limitation of liability, and indemnification) will survive.

18. Changes to these Terms

We may update these Terms from time to time. Material changes take effect when we post the updated Terms with a new "Last updated" date or otherwise notify you. Your continued use of the Portal after changes take effect means you accept the updated Terms.

19. Governing law and dispute resolution

These Terms are governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules. The parties will first try to resolve any dispute informally. If that fails, the dispute will be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and each party consents to that venue.

20. General

These Terms, together with any Contract and our Privacy Policy, are the entire agreement between us regarding the Portal. If any provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control.

21. Contact

Questions about these Terms: Novare Media, Scottsdale, Arizona, hello@novare-media.com.