Terms of Service

Effective Date: 1/24/2025

These Terms and Conditions (“Terms”) govern the use of the software development services (“Services”) provided by IMPAXIT LLC (“Company,” “we,” “us,” or “our”) to you, the client (“Client,” “you,” or “your”). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree with these Terms, you should not use our Services.

1. Definitions

"Services" refers to all software development and related services provided by the Company, including but not limited to custom software development, application development, system integration, consulting, and other professional services.
"Deliverables" refers to the final work product (e.g., software code, documentation) provided to the Client as part of the Services.
"Agreement" refers to the contract or project agreement entered into between the Company and the Client, which governs the scope of Services provided.

2. Scope of Services

The Company agrees to provide software development services as described in the individual project agreements or contracts with the Client. These services may include:

Development of custom software solutions, applications, websites, or systems.
Ongoing support, maintenance, and updates as agreed upon.
Consultation or training services related to the software delivered.

The specific scope, timeline, and milestones of the Services will be outlined in the Project Agreement provided to the Client.

3. Client Responsibilities

The Client agrees to:

Provide the Company with all necessary information, materials, and access to systems to facilitate the development of the Services.
Provide timely feedback and approval on project milestones to avoid delays.
Ensure that any third-party licenses or intellectual property needed for the project are obtained.
Be responsible for testing the Deliverables and ensuring that they meet the Client's requirements.

4. Payment Terms

Fees: The Client agrees to pay the Company the agreed-upon fees for Services as specified in the Project Agreement. Fees may be based on hourly rates, fixed price, or milestones, depending on the nature of the project.
Invoicing: The Company will issue invoices to the Client based on the agreed payment schedule. Invoices are payable within [X] days of the invoice date.
Late Payments: Late payments are subject to a [X]% late fee per month on the outstanding balance. The Company reserves the right to suspend Services if payment is not received within [X] days of the due date.
Expenses: The Client is responsible for reimbursing the Company for any pre-approved out-of-pocket expenses incurred during the course of the project (e.g., software licenses, travel).

5. Intellectual Property

Ownership: Upon full payment for the Services, the Client will own the final Deliverables, including the source code and design, unless otherwise specified in the Project Agreement. However, the Company retains ownership of any pre-existing tools, libraries, frameworks, or code used in the development process.
Licensing: If the Company retains ownership of certain components of the software, the Client will be granted a non-exclusive, perpetual license to use those components as part of the software developed.
Third-Party Licenses: If third-party software or libraries are incorporated into the project, the Client will be responsible for complying with the relevant licensing terms.

6. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information exchanged during the course of the project. This includes, but is not limited to, business strategies, technical designs, and client data. This confidentiality obligation will survive the termination of this Agreement.

7. Warranties and Liabilities

Warranty: The Company warrants that the Deliverables will substantially conform to the specifications outlined in the Project Agreement for a period of [30] days following delivery. If defects are identified within this period, the Company will correct them at no additional charge.
Limitation of Liability: The Company’s liability to the Client for any claims arising out of the Agreement shall be limited to the amount paid by the Client for the Services. The Company shall not be liable for any indirect, incidental, or consequential damages, including loss of profit or data.
Indemnification: The Client agrees to indemnify and hold harmless the Company from any claims, losses, or damages arising from the Client’s use of the software, including but not limited to claims of intellectual property infringement or violations of law.

8. Term and Termination

Term: The Agreement will commence on the effective date specified in the Project Agreement and will continue until the Services are completed, unless terminated earlier in accordance with this section.
Termination for Convenience: Either party may terminate the Agreement with [X] days' written notice. If terminated, the Client shall pay for all Services rendered up to the termination date.
Termination for Cause: Either party may terminate the Agreement if the other party breaches a material term and fails to cure the breach within [X] days of receiving written notice of the breach.

9. Dispute Resolution

In the event of a dispute, the parties agree to first attempt to resolve the dispute through informal negotiation. If the dispute cannot be resolved informally, the parties agree to attempt mediation. If mediation is unsuccessful, the dispute will be resolved by binding arbitration in accordance with the rules of [Arbitration Organization]. The decision of the arbitrator shall be final and binding.

10. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under this Agreement due to circumstances beyond their control, including but not limited to acts of nature, government regulations, pandemics, strikes, or failures of telecommunications or internet services.

11. Amendments

These Terms and Conditions may be amended or modified by the Company at any time. Any changes will be communicated to the Client, and continued use of the Services after such changes constitutes acceptance of the updated Terms.

12. Governing Law

These Terms and the Agreement shall be governed by and construed in accordance with the laws of the [State/Country], without regard to its conflict of law principles.

13. Miscellaneous

Severability: If any provision of these Terms is found to be unenforceable, the remainder of the provisions shall remain in effect.
Assignment: The Company may assign its rights and obligations under these Terms to any successor or affiliate, but the Client may not assign its rights or obligations without the prior written consent of the Company.
Entire Agreement: These Terms, along with any specific Project Agreement, constitute the entire agreement between the parties with respect to the subject matter herein.

Contact Information:

For any questions or concerns regarding these Terms, please contact us at:

IMPAXIT
Email: info@impaxit.com
Address: 110 Walter Way Unit 586 Stockbridge Georgia