Terms and Conditions

1.0 Introduction and Agreement to Terms

These Terms and Conditions (the “Terms” or “Agreement”) govern your access to the website nexatechs.us (the “Website”) and any custom software, cloud development, or technical consulting services (the “Services”) provided by NexaTech (“the Company,” “We,” “Us,” or “Our”).

By browsing this Website, initiating a project inquiry, or executing a Statement of Work (SOW) that references these Terms, you agree to be bound by this Agreement. You represent that you are at least 18 years old and have the legal authority to bind yourself or the corporate entity on whose behalf you are acting. If you do not agree to these Terms, you must immediately cease accessing the Website and using our Services.

2.0 Definitions

• “Company” refers to NexaTech, located at 522 W Riverside Ave, Suite N, Spokane, WA 99201, USA.

• “Client” refers to any corporate entity, business, or individual that contracts NexaTech to build, migrate, or optimize software architectures.

• “Deliverables” refers to the custom source code, cloud configurations, API integrations, and database structures designed and built by the Company for the Client under a signed Statement of Work (SOW).

• “Third-Party Software” refers to any external cloud platforms, APIs, open-source libraries, or developer tools integrated into the deliverables (such as AWS, Azure, Google Cloud, or OpenAI).

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3.0 Engineering Services and SOW Execution

• Statement of Work: The specific scope of work, technical requirements, delivery milestones, and payment terms for any software build will be defined in a separate, written Statement of Work signed by both parties.

• Client Cooperation: The Client agrees to provide the Company with the necessary API tokens, cloud server access, and timely milestone feedback. The Company is not liable for project delays caused by the Client’s failure to provide required project assets.

 

4.0 Intellectual Property and Code Ownership

• Pre-Existing Company IP: The Company retains sole ownership of all pre-existing code libraries, proprietary frameworks, developer templates, and modular tools utilized during development (the “Company IP”). The Client is granted a non-exclusive, perpetual, royalty-free license to use any Company IP embedded in their deliverables solely to operate the custom software.

• Custom Deliverables Transfer: Subject to full, final payment of all outstanding invoices, the Company hereby transfers all right, title, and interest in and to the custom source code, databases, and assets built specifically for the Client under a signed SOW (the “Custom IP”).

• Ownership Trigger Protection: All custom code and Deliverables remain the intellectual property of the Company until all payment milestones associated with the SOW have been paid in full.

 

5.0 Cloud Performance and SLA Standard

• Uptime Commitment: When the Company is engaged to engineer and deploy custom cloud environments, our builds are designed and optimized to meet a 99.9% Uptime SLA Target.

• Third-Party Hosting Exclusion: The Client acknowledges that the actual ongoing runtime of deployed systems is dependent on their third-party cloud infrastructure hosts (such as Amazon Web Services or Microsoft Azure). The Company disclaims all liability for service outages, database breaches, or hosting failures originating from third-party hosting providers.

 

6.0 Technology and Integration Disclaimers

• AI Integration Disclaimer: The Company integrates artificial intelligence modeling, neural processing endpoints, and automation APIs into its builds. The Client acknowledges that artificial intelligence systems can generate unexpected, unverified, or incorrect outputs (commonly referred to as “hallucinations”). The Company is not liable for operational errors or financial losses resulting from unverified automated AI calculations or decisions.

• Standard Software Warranty: The Company warrants that custom code will perform substantially in accordance with the SOW specifications for a period of 90 days post-deployment. This warranty does not cover issues caused by third-party software updates, Client misconfigurations, or external hosting modifications.

 

7.0 Payment and Financial Provisions

• Billing Schedule: Unless otherwise specified in a signed SOW, the Client agrees to make milestone-based payments (typically structured as a 30% upfront deposit, 40% at beta delivery, and 30% upon final acceptance).

• Invoicing: Invoices are billed in USD and are payable within 30 days of receipt.

• Late Fees and Suspension: Overdue payments are subject to a late charge of 1.5% per month. The Company reserves the right to suspend development services, withhold staging deployments, and delay source-code handovers if invoices remain unpaid.

 

8.0 Limitation of Liability and Indemnification

• Limitation of Indirect Damages: To the maximum extent permitted by law, the Company is not liable to the Client for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to loss of profits, revenue, or business data, even if advised of the possibility of such damages.

• Liability Cap: The total cumulative liability of the Company for all claims arising out of this Agreement or any signed SOW shall not exceed the actual fees paid by the Client to the Company under that specific SOW during the six months preceding the event giving rise to the claim.

• Client Indemnification: The Client agrees to defend, indemnify, and hold harmless the Company and its engineers from any third-party claims, liabilities, or legal expenses (including attorney’s fees) arising out of the Client’s breach of this Agreement, or claims that Client-provided project materials infringe third-party intellectual property or privacy rights.

 

9.0 Termination

• Termination for Convenience: Either party may terminate an active project for convenience by providing 30 days’ written notice, subject to full payment for all engineering milestones completed up to the date of termination.

• Termination for Cause: Either party may terminate this Agreement immediately if the other party commits a material breach and fails to cure such breach within 15 days of receiving written notice.

• Survival: Intellectual property allocations, technical disclaimers, liability caps, and dispute clauses survive the termination of this Agreement.

 

10.0 Governing Law and Dispute Resolution

• Governing Law: This Agreement is governed by and construed in accordance with the laws of the State of Washington, USA, without regard to its conflict of law principles.

• Informal Resolution: If any dispute arises, the parties agree to first attempt to resolve the matter through good-faith informal negotiations.

• Jurisdiction: If informal negotiations fail, all legal actions, arbitration proceedings, or lawsuits must be filed in the state or federal courts located in Spokane, Washington, and both parties consent to the personal jurisdiction of those courts.

 

11.0 Contact Information

For any legal notices, questions, or updates regarding this Agreement, please contact our team at:

NexaTech

Attn: Legal Department

522 W Riverside Ave, Suite N, Spokane, WA 99201

Email: service@nexatechs.us