Effective Date: October 1, 2025

Last Updated: October 1, 2025

1. Agreement to Terms

Welcome to Novara Solutions (“Novara Solutions,” “we,” “us,” or “our”), a Virginia corporation. These Terms of Service (“Terms”) govern your access to and use of our website, IT consulting services, professional services, applications, and related products (collectively, the “Services”).

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services.

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the “Last Updated” date. Your continued use of the Services after such changes constitutes your acceptance of the modified Terms.

2. Eligibility and Account Registration

2.1 Eligibility

You must be at least 18 years of age (or the age of majority in your jurisdiction) to use our Services. By using our Services, you represent and warrant that you meet this age requirement and have the legal capacity to enter into these Terms.

2.2 Account Creation

To access certain features of our Services, you may need to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your account credentials confidential and secure
• Immediately notify us of any unauthorized access or security breach
• Accept responsibility for all activities under your account

2.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials. Novara Solutions will not be liable for any loss or damage arising from your failure to protect your account information.

2.4 Business Accounts and Corporate Clients

If you register an account or engage our Services on behalf of a company or organization, you represent and warrant that you have the authority to bind that entity to these Terms and any related service agreements or statements of work.

3. IT Consulting and Professional Services

3.1 Scope of Services

Novara Solutions provides IT consulting and professional services, including but not limited to:

• IT strategy and planning
• Software development and implementation
• Systems integration and architecture
• Technology assessments and audits
• Project management and oversight
• Technical training and support
• Cloud services and infrastructure consulting
• Cybersecurity consulting
• Other technology consulting services as agreed upon

3.2 Service Agreements

Specific consulting engagements will be governed by individual service agreements, statements of work (SOW), or project proposals that supplement these Terms. In the event of a conflict between these Terms and a specific service agreement, the service agreement will control with respect to that engagement.

3.3 Client Responsibilities

When engaging our consulting services, you agree to:

• Provide timely access to personnel, facilities, systems, and information necessary for service delivery
• Designate authorized representatives to make decisions and provide approvals
• Review and provide feedback on deliverables within agreed-upon timeframes
• Maintain appropriate backup systems and disaster recovery procedures
• Comply with our reasonable security and access requirements
• Provide a safe working environment for our personnel when on-site services are required

3.4 Professional Standards

We will provide Services in a professional and workmanlike manner consistent with industry standards. Our consultants will exercise reasonable skill, care, and diligence in performing the Services.

4. Acceptable Use Policy

4.1 Permitted Use

You may use our Services only for lawful purposes and in accordance with these Terms. You agree to use our Services in a professional and respectful manner.

4.2 Prohibited Activities

You agree NOT to:

Legal Violations

• Violate any applicable local, state, national, or international law
• Infringe upon intellectual property rights of others
• Engage in any fraudulent, deceptive, or misleading activities

Security and Technical Restrictions

• Attempt to gain unauthorized access to our systems, networks, or client systems beyond authorized scope
• Use automated systems (bots, scrapers, etc.) without our written permission
• Introduce viruses, malware, or any harmful code
• Reverse engineer, decompile, or disassemble any part of our Services or deliverables
• Circumvent or disable any security features or access controls

Content Restrictions

• Upload, post, or transmit illegal, harmful, or offensive content
• Impersonate any person or entity
• Collect or harvest personal information from other users without authorization
• Post spam, unsolicited communications, or advertisements

Service Interference

• Interfere with or disrupt the Services or servers
• Impose an unreasonable load on our infrastructure
• Use the Services in any way that could damage or impair availability

4.3 Enforcement

We reserve the right to investigate and take appropriate action against anyone who violates this Acceptable Use Policy, including suspending or terminating services and accounts without notice.

5. Intellectual Property Rights

5.1 Our Intellectual Property

The Services, including all content, features, functionality, software, methodologies, frameworks, text, images, graphics, logos, trademarks, and other materials, are owned by Novara Solutions or our licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Our trademarks and trade dress may not be used without our prior written consent. All other trademarks, service marks, and logos used on our Services are the property of their respective owners.

5.2 Pre-Existing Intellectual Property

Novara Solutions retains all rights to our pre-existing intellectual property, including methodologies, frameworks, tools, templates, and know-how developed prior to or independent of any engagement with you.

5.3 Work Product and Deliverables

Ownership of work product and deliverables created during consulting engagements will be specified in the applicable service agreement or statement of work. Unless otherwise specified:

• Custom deliverables created specifically for you will be owned by you upon full payment
• We retain ownership of our general methodologies, frameworks, and tools
• We may retain and reuse general knowledge, skills, and experience gained during the engagement

5.4 License to Use Our Tools

We may provide you with access to proprietary tools, software, or platforms during the engagement. You are granted a limited, non-exclusive, non-transferable license to use such tools solely for the purposes of the engagement and as specified in the service agreement.

5.5 Client Materials

You retain ownership of all data, content, materials, and intellectual property you provide to us (“Client Materials”). You grant us a limited license to use Client Materials solely for the purpose of providing Services to you.

5.6 Feedback and Suggestions

If you provide us with feedback, suggestions, or ideas about our Services, you grant us a perpetual, worldwide, royalty-free license to use, incorporate, and commercialize such feedback without any obligation to you.

6. Confidentiality

6.1 Confidential Information

During the course of our engagement, each party may have access to confidential information of the other party. “Confidential Information” includes business plans, technical data, customer information, financial information, and any other non-public information marked as confidential or that should reasonably be considered confidential.

6.2 Protection of Confidential Information

Each party agrees to:

• Maintain confidential information in strict confidence
• Use confidential information only for purposes of the engagement
• Not disclose confidential information to third parties without prior written consent
• Protect confidential information using at least the same degree of care used to protect its own confidential information

6.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known prior to disclosure
• Is independently developed without use of confidential information
• Is rightfully received from a third party without confidentiality obligations

6.4 Required Disclosure

A party may disclose confidential information if required by law, court order, or government regulation, provided that the disclosing party gives reasonable advance notice and assists in obtaining protective orders where possible.

7. Payment and Billing

7.1 Fees and Payment Terms

Fees for consulting services will be specified in the applicable service agreement, statement of work, or proposal. Payment terms, including rates, project fees, expenses, and payment schedules, will be detailed in such agreements.

7.2 Invoicing

Unless otherwise specified, we will invoice you according to the payment schedule in the service agreement. Invoices are due within thirty (30) days of the invoice date unless otherwise agreed.

7.3 Late Payment

If payment is not received by the due date:

• A late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) may be charged on overdue amounts
• We may suspend Services until payment is received
• You will be responsible for all collection costs, including reasonable attorneys’ fees

7.4 Expenses

Unless otherwise specified in the service agreement, you will reimburse us for reasonable out-of-pocket expenses incurred in connection with providing Services, including travel, lodging, and materials, upon presentation of supporting documentation.

7.5 Taxes

Fees do not include applicable sales, use, value-added, or other taxes. You are responsible for all taxes except those based on our net income.

7.6 Disputes

If you dispute any invoice, you must notify us in writing within ten (10) days of the invoice date, specifying the disputed amount and basis for the dispute. Undisputed amounts remain due and payable.

8. Project Changes and Change Orders

8.1 Scope Changes

Any changes to the scope of services described in a service agreement or statement of work must be documented in a written change order signed by both parties.

8.2 Impact on Timeline and Fees

Changes to scope may result in adjustments to project timelines, deliverables, and fees. We will provide a written estimate of such impacts before proceeding with changed work.

8.3 Client-Requested Delays

If you request delays or suspensions of work, we reserve the right to adjust timelines and may charge fees for resources held in reserve or costs incurred due to the delay.

9. Warranties and Disclaimers

9.1 Professional Services Warranty

We warrant that our consulting services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is valid for thirty (30) days from delivery of the applicable deliverable or completion of services.

9.2 Remedy for Breach

Your exclusive remedy for breach of the professional services warranty is for us to re-perform the non-conforming services at no additional charge. If we cannot cure the breach after a reasonable opportunity, you may terminate the affected engagement and receive a pro-rata refund of fees paid for the non-conforming portion.

9.3 Technology and Third-Party Products

We make no warranties regarding third-party products, software, or services that we may recommend or integrate. Such products are subject to their own warranties and terms of use.

9.4 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the fullest extent permitted by law, Novara Solutions disclaims all other warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties regarding accuracy, reliability, or completeness of recommendations
• Warranties that the Services will meet your specific requirements or achieve specific results
• Warranties regarding uninterrupted or error-free performance

9.5 No Guarantee of Results

We do not guarantee any specific business results, cost savings, or return on investment from implementation of our recommendations. Results depend on various factors beyond our control.

9.6 Advisory Nature

Our consulting services are advisory in nature. You are solely responsible for all decisions regarding implementation of our recommendations and operation of your business and systems.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

10.1 Exclusion of Consequential Damages

NOVARA SOLUTIONS, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUBCONTRACTORS WILL NOT BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Business interruption or system downtime
• Loss of use or cost of substitute services
• Damage to reputation or goodwill

10.2 Limitation of Liability Cap

IN NO EVENT SHALL NOVARA SOLUTIONS TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO ANY ENGAGEMENT OR THESE TERMS EXCEED THE LESSER OF:

• The total fees paid to Novara Solutions under the applicable service agreement in the twelve (12) months preceding the claim
• Fifty thousand dollars ($50,000)

10.3 Basis of Bargain

You acknowledge that the fees charged by Novara Solutions reflect the allocation of risk set forth in these Terms and that Novara Solutions would not enter into service agreements without these limitations on liability.

10.4 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, our liability will be limited to the maximum extent permitted by law. Nothing in these Terms limits liability for gross negligence, willful misconduct, or fraud.

11. Indemnification

11.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Novara Solutions, its affiliates, and their respective directors, officers, employees, agents, subcontractors, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your use or misuse of the Services
• Your violation of these Terms or any service agreement
• Your Client Materials or data
• Your violation of any rights of another party
• Your violation of any applicable laws or regulations
• Your implementation of our recommendations

11.2 Our Indemnification

We will indemnify you against third-party claims that deliverables we create specifically for you infringe a U.S. patent, copyright, or trademark, provided that you:

• Promptly notify us in writing of the claim
• Give us sole control of the defense and settlement
• Provide reasonable cooperation in the defense

Our indemnification obligation does not apply to claims arising from:

• Modifications you make to deliverables
• Your combination of deliverables with other products or services
• Use of deliverables in ways not authorized in the service agreement
• Your continued use after we notify you of infringement and provide alternatives

12. Insurance

Novara Solutions maintains appropriate professional liability insurance, commercial general liability insurance, and workers’ compensation insurance as required by law. Upon request, we will provide certificates of insurance.

13. Independent Contractor Relationship

13.1 No Employment Relationship

Novara Solutions is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between you and Novara Solutions or our personnel.

13.2 Personnel

We have sole discretion over the selection and assignment of personnel to perform Services. Our personnel remain our employees or contractors, and you will not supervise, direct, or control them as if they were your employees.

13.3 No Benefits

You are not required to provide our personnel with any employment benefits, including health insurance, paid leave, or retirement benefits.

14. Term and Termination

14.1 Term

These Terms remain in effect while you use our Services. Individual consulting engagements will have terms specified in their respective service agreements.

14.2 Termination for Convenience

Either party may terminate a consulting engagement for convenience with thirty (30) days’ prior written notice, unless otherwise specified in the service agreement. You will pay for all services performed and expenses incurred through the effective termination date.

14.3 Termination for Cause

Either party may terminate immediately for cause if the other party:

• Materially breaches these Terms or a service agreement and fails to cure within fifteen (15) days of written notice
• Becomes insolvent or files for bankruptcy
• Ceases business operations

14.4 Effect of Termination

Upon termination:

• Your right to use our proprietary tools and access to our systems immediately ceases
• We will deliver all completed deliverables and Client Materials in our possession
• You will pay all outstanding invoices for services performed
• Confidentiality obligations continue for three (3) years
• Sections that by their nature should survive termination will continue to apply

14.5 Return of Materials

Within ten (10) days of termination, each party will return or destroy all confidential information of the other party, except as required for legal or regulatory compliance.

15. Dispute Resolution

15.1 Informal Resolution

Before filing a claim, you agree to contact us at  [email protected] to attempt to resolve the dispute informally. We will attempt to resolve the dispute informally by contacting you via email. Both parties agree to negotiate in good faith for at least thirty (30) days.

15.2 Mediation

If informal negotiations fail, the parties agree to submit the dispute to non-binding mediation before a mutually agreed upon mediator in Virginia before pursuing other remedies.

15.3 Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

If mediation is unsuccessful, you and Novara Solutions agree that any dispute, claim, or controversy will be resolved through binding arbitration, except that either party may bring an action in court for:

• Infringement of intellectual property rights
• Breach of confidentiality obligations
• Collection of unpaid fees
• Issues related to small claims court jurisdiction (up to $25,000)

Arbitration Procedures:

• Arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules
• The arbitration will be conducted in Virginia
• The arbitrator’s decision will be final and binding
• Judgment on the award may be entered in any court of competent jurisdiction
• Each party will bear its own attorneys’ fees and costs unless the arbitrator awards fees to the prevailing party

15.4 Class Action Waiver

YOU AND NOVARA SOLUTIONS AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. Neither you nor Novara Solutions may bring a claim as a plaintiff or class member in any class, consolidated, or representative action.

15.5 Opt-Out

You may opt out of the arbitration agreement by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of the arbitration agreement.

16. Governing Law and Jurisdiction

16.1 Governing Law

These Terms and any service agreements are governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without regard to its conflict of law principles.

16.2 Jurisdiction

Subject to the arbitration provisions above, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Virginia for resolution of any disputes not subject to arbitration.

16.3 International Users

If you access our Services from outside the United States, you are responsible for compliance with local laws. We make no representation that the Services are appropriate or available for use in other locations.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any service agreements, statements of work, our Privacy Policy, and any other legal notices or agreements published on our Services, constitute the entire agreement between you and Novara Solutions regarding the Services and supersede all prior agreements and understandings.

17.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

17.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by Novara Solutions.

17.4 Assignment

You may not assign or transfer these Terms, any service agreement, or your rights under them without our prior written consent. We may assign these Terms without restriction to any affiliate or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.

17.5 Force Majeure

Neither party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

17.6 Export Controls

You agree to comply with all applicable export and import control laws and regulations. You represent that you are not located in a country subject to U.S. government embargo or designated as a “terrorist supporting” country.

17.7 Government Contracts

If you are a U.S. government entity, the Services are “commercial items” as defined in FAR 2.101, and you receive only the rights granted to all other users under these Terms unless otherwise specified in a separate government contract.

17.8 Notice

We may provide notices to you via email, regular mail, or postings on our Services. Notices are effective when sent or posted. You agree that any notices you send to us must be sent to [email protected] or to our mailing address provided below.

17.9 Amendments

We reserve the right to modify these Terms at any time. Material changes to service agreements or statements of work require written amendments signed by both parties.

17.10 No Third-Party Beneficiaries

These Terms and any service agreements are for the sole benefit of the parties and do not confer any rights on third parties.

17.11 Equitable Relief

You acknowledge that a breach of confidentiality or intellectual property provisions may cause irreparable harm to Novara Solutions for which monetary damages would be inadequate, and you agree that we may seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

17.12 Survival

The following sections survive termination or expiration of these Terms: Intellectual Property Rights, Confidentiality, Payment obligations for services rendered, Warranties and Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, Governing Law, and this Survival clause.

18. Contact Information

If you have questions, concerns, or complaints about these Terms, please contact us:

Novarallc

Email: [email protected]
Phone: +1 (703) 340-6445