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Terms of Service

These Terms of Service govern your use of AFNEXIS LLC services. By accessing our services, you agree to be bound by these terms.

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Table of Contents

1. Agreement to Terms

By accessing and using the services provided by AFNEXIS LLC ("Company," "we," "our," or "us"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and AFNEXIS LLC.

Acceptance of Terms:

  • Your access to and use of our services constitutes acceptance of these Terms
  • If you do not agree to these Terms, you must not access or use our services
  • We reserve the right to refuse service to anyone for any reason at any time

    • Legal Capacity:

  • You must be at least 18 years old and have the legal capacity to enter into binding contracts
  • 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

    • Modifications:

  • We reserve the right to modify these Terms at any time
  • Material changes will be communicated via email or website notification
  • Continued use of our services after changes constitutes acceptance of modified Terms

    • 2. Services Description

    AFNEXIS LLC provides professional software development, engineering, and technology consulting services including but not limited to:

    Core Services:

  • Custom software development and application development
  • Web and mobile application development
  • MVP (Minimum Viable Product) development
  • Product engineering and full-stack development
  • AI/ML solutions and artificial intelligence implementation
  • Cloud infrastructure and DevOps services
  • UI/UX design and user experience optimization
  • Quality assurance and software testing
  • Technology consulting and digital transformation
  • Maintenance and support services

    • Service Scope:

  • Specific services are defined in individual project agreements, statements of work (SOW), or contracts
  • Service deliverables, timelines, and specifications are outlined in project-specific documentation
  • Services may be modified or discontinued at our discretion with reasonable notice

    • Service Availability:

  • We strive to provide uninterrupted access to our services
  • Scheduled maintenance will be communicated in advance when possible
  • We do not guarantee continuous, uninterrupted, or error-free operation

    • 3. User Responsibilities

    As a client or user of our services, you agree to:

    Accurate Information:

  • Provide accurate, current, and complete information during engagement
  • Maintain and promptly update your account information
  • Notify us immediately of any unauthorized use of your account

    • Compliance:

  • Comply with all applicable local, state, national, and international laws and regulations
  • Ensure that your use of our services does not violate any third-party rights
  • Obtain all necessary licenses, permits, and authorizations for your projects

    • Prohibited Activities:

  • Use our services for any illegal, fraudulent, or unauthorized purpose
  • Attempt to gain unauthorized access to our systems or networks
  • Interfere with or disrupt the integrity or performance of our services
  • Transmit viruses, malware, or other harmful code
  • Reverse engineer, decompile, or disassemble our proprietary software
  • Use our services to develop competing products or services
  • Harass, abuse, or harm any person or entity

    • Cooperation:

  • Provide timely feedback, approvals, and necessary information for project completion
  • Designate authorized representatives for project communication
  • Respond to reasonable requests for information within agreed timeframes
  • Participate in scheduled meetings and project reviews

    • 4. Intellectual Property Rights

    Intellectual property rights are fundamental to our services and are governed as follows:

    Client-Owned IP:

  • Upon full payment, you own the custom-developed deliverables specifically created for your project
  • Ownership transfer includes source code, designs, and documentation as specified in the project agreement
  • Ownership is contingent upon full payment of all fees and charges

    • AFNEXIS-Owned IP:

  • We retain ownership of all pre-existing intellectual property, including:
  • - Proprietary frameworks, libraries, and tools
  • - Methodologies and development processes
  • - Templates, boilerplates, and reusable components
  • - Trade secrets and confidential business information

    • Third-Party Components:

  • Open-source software and third-party libraries are governed by their respective licenses
  • You are responsible for compliance with third-party license terms
  • We will identify third-party components and their licenses when applicable

    • License Grants:

  • We grant you a non-exclusive, non-transferable license to use our proprietary tools solely for the project
  • You may not sublicense, sell, or distribute our proprietary components
  • Any modifications to our proprietary code remain our property

    • Trademarks:

  • Our name, logo, and trademarks remain our exclusive property
  • You may not use our trademarks without prior written consent
  • We may use your name and logo as a client reference unless you opt out in writing

    • 5. Payment Terms

    Payment terms and conditions for our services are as follows:

    Fees and Pricing:

  • Service fees are specified in individual project agreements or statements of work
  • Prices are quoted in US Dollars (USD) unless otherwise specified
  • All fees are exclusive of applicable taxes, which are your responsibility

    • Payment Schedule:

  • Payment terms typically include milestone-based payments or monthly retainers
  • Common payment structures:
  • - 50% upfront, 50% upon completion (for fixed-price projects)
  • - Monthly invoicing for retainer-based engagements
  • - Milestone-based payments as defined in the SOW

    • Payment Methods:

  • We accept payments via bank transfer, credit card, PayPal, or other agreed methods
  • Payment processing fees may apply for certain payment methods
  • Cryptocurrency payments may be accepted by special arrangement

    • Late Payments:

  • Invoices are due within 15 days of invoice date unless otherwise specified
  • Late payments may incur interest charges of 1.5% per month (18% annually)
  • We reserve the right to suspend services for accounts more than 30 days overdue
  • Collection costs and legal fees for unpaid invoices are your responsibility

    • Refunds:

  • Payments for completed work are non-refundable
  • Refunds for incomplete projects will be calculated based on work completed
  • Advance payments may be refunded for work not yet performed, minus administrative fees
  • Refund requests must be submitted in writing with justification

    • Expenses:

  • Reasonable project-related expenses may be billed separately with prior approval
  • Travel, hosting, third-party services, and licenses may be pass-through costs
  • All expenses will be documented and itemized on invoices

    • 6. Confidentiality

    Both parties agree to maintain confidentiality of sensitive information:

    Confidential Information:

  • Business plans, financial information, and strategic plans
  • Technical information, source code, and proprietary algorithms
  • Customer data, user information, and business relationships
  • Trade secrets and intellectual property
  • Any information marked as confidential or reasonably understood to be confidential

    • Obligations:

  • Each party agrees to protect confidential information with reasonable care
  • Confidential information may only be disclosed to employees and contractors with a need to know
  • Recipients of confidential information must be bound by similar confidentiality obligations
  • Confidential information may not be used for any purpose other than the project

    • Exceptions:

  • Information that is publicly available or becomes public through no breach of these Terms
  • Information independently developed without use of confidential information
  • Information rightfully received from a third party without confidentiality obligations
  • Information required to be disclosed by law or court order (with notice to the disclosing party)

    • Duration:

  • Confidentiality obligations survive for 5 years after termination of the agreement
  • Trade secrets remain confidential indefinitely
  • Upon request, confidential materials must be returned or destroyed

    • Non-Disclosure Agreements:

  • Separate NDAs may be executed for particularly sensitive projects
  • NDA terms supersede these general confidentiality provisions to the extent of any conflict

    • 7. Warranties and Disclaimers

    The following warranties and disclaimers apply to our services:

    Limited Warranty:

  • We warrant that services will be performed in a professional and workmanlike manner
  • Deliverables will substantially conform to specifications in the project agreement
  • We will correct defects in workmanship reported within 30 days of delivery at no additional charge
  • This warranty does not cover issues caused by modifications, misuse, or third-party components

    • Client Warranties:

  • You warrant that you have the right to use all materials provided to us
  • You warrant that your use of deliverables will not infringe third-party rights
  • You warrant that all information provided is accurate and complete

    • DISCLAIMER OF WARRANTIES:

  • EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND
  • WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT
  • WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE
  • WE DO NOT GUARANTEE SPECIFIC RESULTS, PERFORMANCE METRICS, OR BUSINESS OUTCOMES

    • Third-Party Services:

  • Third-party services and components are provided "as is" under their respective terms
  • We are not responsible for the performance or reliability of third-party services
  • Integration with third-party services may be affected by changes outside our control

    • Testing and Acceptance:

  • You are responsible for thorough testing before deploying deliverables to production
  • Acceptance of deliverables constitutes acknowledgment that they meet specifications
  • Issues discovered after acceptance may be addressed as change requests subject to additional fees

    • 8. Limitation of Liability

    To the maximum extent permitted by law, liability is limited as follows:

    Types of Damages:

  • IN NO EVENT SHALL AFNEXIS BE LIABLE FOR:
  • - INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
  • - LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION
  • - COST OF SUBSTITUTE SERVICES OR TECHNOLOGY
  • - DAMAGES ARISING FROM UNAUTHORIZED ACCESS OR DATA BREACHES
  • - DAMAGES RESULTING FROM THIRD-PARTY SERVICES OR COMPONENTS

    • Cap on Liability:

  • Our total liability for any claim shall not exceed the fees paid by you in the 12 months preceding the claim
  • For projects shorter than 12 months, liability is limited to total project fees paid
  • This cap applies regardless of the form of action, whether in contract, tort, or otherwise

    • Exceptions:

  • These limitations do not apply to:
  • - Willful misconduct or gross negligence
  • - Breach of confidentiality obligations
  • - Infringement of intellectual property rights
  • - Death or bodily injury caused by our negligence
  • - Matters that cannot be excluded by law

    • Allocation of Risk:

  • These limitations reflect an agreed allocation of risk and are an essential basis of our bargain
  • Fees charged reflect these limitations on liability
  • You may obtain additional insurance if greater protection is desired

    • Exclusive Remedy:

  • Your exclusive remedy for any claim is limited to re-performance of defective services or refund of fees paid

    • 9. Indemnification

    Both parties agree to indemnification obligations as follows:

    Your Indemnification:

  • You agree to indemnify, defend, and hold harmless AFNEXIS LLC, its officers, directors, employees, and agents from:
  • - Claims arising from your use of our services
  • - Your violation of these Terms or applicable laws
  • - Infringement of third-party rights by your content or materials
  • - Your breach of representations and warranties
  • - Gross negligence or willful misconduct by you or your representatives

    • Our Indemnification:

  • We agree to indemnify you from third-party claims that our services infringe their intellectual property rights
  • This indemnity is contingent upon:
  • - Prompt written notice of the claim
  • - Sole control of defense and settlement
  • - Reasonable cooperation in the defense

    • Limitations on Indemnity:

  • We are not liable for infringement claims arising from:
  • - Your modifications to deliverables
  • - Combination of deliverables with third-party materials
  • - Use of deliverables in a manner not specified
  • - Continued use after we provided updated non-infringing deliverables

    • Remedies:

  • If deliverables are found to infringe, we may at our option:
  • - Obtain rights for you to continue using the deliverables
  • - Replace the deliverables with non-infringing alternatives
  • - Modify the deliverables to make them non-infringing
  • - Refund fees paid for the infringing deliverables

    • Process:

  • The indemnified party must provide prompt notice of any claim
  • The indemnifying party assumes defense and control of the claim
  • The indemnified party may not settle without the indemnifying party's consent
  • Both parties will cooperate in good faith in the defense

    • 10. Termination

    Either party may terminate the agreement under the following conditions:

    Termination for Convenience:

  • Either party may terminate with 30 days' written notice
  • You are responsible for payment of all work completed up to termination date
  • Early termination may result in forfeiture of advance payments for work not performed
  • We will deliver all completed work upon receipt of payment

    • Termination for Cause:

  • Either party may terminate immediately for material breach if:
  • - The breaching party fails to cure within 15 days of written notice
  • - The breach is not curable or is a repeated breach
  • Non-payment of undisputed invoices for 30+ days constitutes material breach
  • Violation of confidentiality or intellectual property provisions may result in immediate termination

    • Automatic Termination:

  • These Terms terminate automatically upon:
  • - Completion of all services under the project agreement
  • - Mutual written agreement to terminate
  • - Bankruptcy, insolvency, or dissolution of either party

    • Effects of Termination:

  • Upon termination:
  • - All outstanding invoices become immediately due and payable
  • - Each party must return or destroy confidential information
  • - Licenses granted terminate except for delivered and paid-for deliverables
  • - Provisions intended to survive termination remain in effect

    • Surviving Provisions:

  • The following sections survive termination:
  • - Intellectual Property Rights
  • - Payment Terms (for amounts due)
  • - Confidentiality
  • - Warranties and Disclaimers
  • - Limitation of Liability
  • - Indemnification
  • - Dispute Resolution
  • - Governing Law

    • Post-Termination Assistance:

  • Upon request and for reasonable fees, we may provide transition assistance
  • Transition assistance is subject to availability and separate agreement
  • We are not obligated to provide ongoing support after termination

    • 11. Dispute Resolution

    Disputes will be resolved through the following process:

    Informal Resolution:

  • The parties agree to attempt to resolve disputes informally before formal proceedings
  • Either party may initiate by providing written notice describing the dispute
  • Senior representatives will meet within 15 days to negotiate in good faith
  • Informal negotiations will continue for 30 days before escalation

    • Mediation:

  • If informal resolution fails, disputes will be submitted to mediation
  • Mediation will be conducted by a mutually agreed mediator or through the American Arbitration Association (AAA)
  • Each party bears their own costs; mediator fees are split equally
  • Mediation must conclude within 60 days of initiation

    • Arbitration:

  • If mediation fails, disputes will be resolved by binding arbitration under AAA Commercial Arbitration Rules
  • Arbitration will be conducted in Missouri, USA unless otherwise agreed
  • A single arbitrator will be selected according to AAA procedures
  • The arbitrator's decision is final and binding; judgment may be entered in any court of competent jurisdiction
  • Each party bears their own attorney fees unless the arbitrator awards otherwise

    • Exceptions to Arbitration:

  • Either party may seek injunctive relief in court for:
  • - Intellectual property infringement
  • - Breach of confidentiality
  • - Unauthorized use of services
  • - Collection of unpaid fees

    • Class Action Waiver:

  • You agree to bring claims only in your individual capacity
  • You waive the right to participate in class actions, class arbitrations, or representative actions
  • Claims may not be consolidated without written consent of all parties

    • Jurisdiction and Venue:

  • For matters not subject to arbitration, courts of Missouri, USA have exclusive jurisdiction
  • Both parties consent to personal jurisdiction in Missouri

    • 12. Governing Law

    These Terms are governed by applicable laws as follows:

    Applicable Law:

  • These Terms are governed by the laws of the State of Missouri, United States
  • Federal law applies where federal jurisdiction exists
  • The United Nations Convention on Contracts for the International Sale of Goods does not apply

    • Jurisdiction:

  • AFNEXIS LLC is located in Missouri, United States
  • Missouri courts have jurisdiction over disputes not subject to arbitration
  • You consent to personal jurisdiction in Missouri for legal proceedings

    • International Clients:

  • International clients are subject to Missouri law for these Terms
  • Local laws may apply to specific aspects of the relationship
  • In case of conflict, Missouri law prevails to the extent permitted

    • Compliance:

  • Both parties agree to comply with all applicable export control laws
  • You may not export or re-export deliverables in violation of U.S. law
  • You represent that you are not on any U.S. government prohibited parties list

    • Language:

  • These Terms are drafted in English
  • In case of translation, the English version prevails

    • 13. Changes to Terms

    We may modify these Terms as our business evolves:

    Modification Rights:

  • We reserve the right to modify these Terms at any time
  • Modifications are effective upon posting to our website or notification to you
  • Material changes will be communicated via email to your registered email address
  • Continued use after modifications constitutes acceptance

    • Notification:

  • We will provide at least 15 days' notice for material changes
  • Notice will be sent to the email address associated with your account
  • It is your responsibility to maintain a current email address

    • Review Responsibility:

  • You are responsible for reviewing Terms periodically
  • The "Last Updated" date indicates when Terms were last modified
  • We recommend reviewing Terms before each new project engagement

    • Disagreement with Changes:

  • If you disagree with modified Terms, you may:
  • - Discontinue use of our services
  • - Provide written notice of termination within 15 days
  • - Complete ongoing projects under previous Terms by mutual agreement

    • Version Control:

  • Previous versions of Terms are available upon request
  • Project agreements reference the version of Terms in effect at signing
  • Amendments to project agreements require written mutual consent

    • 14. Contact Information

    For questions about these Terms or our services, contact us:

    AFNEXIS LLC

    Email: legal@afnexis.com

    General Inquiries: info@afnexis.com

    Phone: [Contact phone number]

    Mailing Address:

    AFNEXIS LLC

    [Street Address]

    Missouri, United States

    [ZIP Code]

    Business Hours:

  • Monday - Friday: 9:00 AM - 6:00 PM CST
  • Response time: 1-2 business days for email inquiries

    • Legal Notices:

  • Legal notices must be sent via email to legal@afnexis.com and certified mail
  • Notices are effective upon receipt or 3 business days after mailing
  • We will acknowledge receipt of legal notices

    • Project Inquiries:

  • New project inquiries: info@afnexis.com
  • Existing project questions: Contact your project manager directly

    • Support:

  • Technical support: support@afnexis.com
  • Billing questions: billing@afnexis.com

    • By using AFNEXIS services, you agree to these Terms of Service.

    Governed by the laws of Missouri, United States. These terms constitute a binding legal agreement.