Terms of Service

Welcome to Softanix LLC. These Terms of Service ("Terms") govern your access to and use of Softanix LLC's website, products, and services ("Services"). Our Services include mobile application development for iOS and Android platforms, website development, UI/UX design, consulting services, and related digital 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, please do not use our Services.

2.1 By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as any additional guidelines, policies, or rules applicable to specific Services.

2.2 You represent and warrant that you have the legal capacity to enter into these Terms. If you are using our Services on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2.3 If you do not agree with any part of these Terms, you must not access or use our Services.

3.1 Softanix LLC provides mobile application development services for iOS and Android platforms, including but not limited to:

• Custom mobile application development
• UI/UX design services
• App maintenance and support
• App store optimization
• Mobile app consulting
• Website development related to mobile applications
• Cross-platform application development

3.2 The specific Services to be provided to you will be detailed in a separate Statement of Work (SOW), Project Proposal, or similar agreement between you and Softanix LLC.

3.3 We reserve the right to modify, suspend, or discontinue any part of our Services at any time, with or without notice to you. We will not be liable to you or any third party for any modification, suspension, or discontinuation of our Services.

4.1 Some of our Services may require you to create an account. When you register for an account, you agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete.

4.2 You are solely responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

4.3 We reserve the right to disable your account at any time, including if we believe that you have violated these Terms or if we believe that your account has been compromised.

5.1 Our Intellectual Property: Unless otherwise specified in a written agreement between you and Softanix LLC, we retain all rights, title, and interest in and to our Services, including all related intellectual property rights. This includes, but is not limited to, our software, code, interfaces, content, logos, and documentation, as well as any derivatives, improvements, or modifications thereof.

5.2 License to Use Our Services: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your personal or internal business purposes.

5.3 Client Materials: You retain all rights to any content, information, or materials you provide to us in connection with our Services ("Client Materials").

5.4 License to Client Materials: You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Materials solely for the purpose of providing the Services to you.

5.5 Developed Work: Unless otherwise specified in a written agreement between you and Softanix LLC:

• Upon full payment for the Services, you will own all rights, title, and interest in and to the custom application or other deliverables specifically developed for you as part of the Services ("Developed Work").
• We retain ownership of all pre-existing materials, tools, libraries, or other intellectual property that we may incorporate into the Developed Work ("Pre-Existing Materials"). For such Pre-Existing Materials, we grant you a non-exclusive, perpetual, worldwide license to use them as part of the Developed Work.
• We reserve the right to use general concepts, algorithms, programming techniques, methodologies, processes, skills, and adaptations used in creating the Developed Work in future engagements.

5.6 Feedback: If you provide any suggestions, ideas, or feedback about our Services ("Feedback"), we may use such Feedback without restriction and without obligation to you.

5.7 Trademarks: The Softanix LLC name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Softanix LLC or its affiliates. You may not use such marks without our prior written permission.

6.1 You are solely responsible for all content, data, information, or materials that you provide to us or upload to our Services ("User Content").

6.2 You represent and warrant that:

• You own or have the necessary rights, licenses, consents, and permissions to use and authorize us to use your User Content;
• Your User Content does not violate the rights of any third party, including intellectual property rights and privacy rights;
• Your User Content complies with all applicable laws and regulations.

6.3 We reserve the right, but not the obligation, to review, monitor, or remove User Content at our sole discretion, without notice to you.

7.1 Fees: The fees for our Services will be specified in a separate Statement of Work (SOW), Project Proposal, or similar agreement between you and Softanix LLC.

7.2 Payment Terms: Unless otherwise specified in a written agreement:

• All payments are due according to the payment schedule outlined in the SOW or Project Proposal;
• All fees are non-refundable unless expressly stated otherwise;
• You are responsible for all taxes associated with your use of the Services, excluding taxes based on our net income.

7.3 Late Payments: If you fail to make any payment when due, we may:

• Charge interest on the overdue amount at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less;
• Suspend performance of the Services until all outstanding amounts are paid in full;
• Retain ownership of and intellectual property rights to any Developed Work until full payment is received.

7.4 Price Changes: We reserve the right to modify our fees and payment terms at any time, provided that such modifications will not apply to Services already contracted for under an existing SOW or Project Proposal.

8.1 Confidential Information: "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), either directly or indirectly, in writing, orally, or by inspection of tangible items, which is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

8.2 Protection of Confidential Information: The Receiving Party agrees to:

• Use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms;
• Protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no case less than reasonable care;
• Not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, and advisors who need to know such information and who are bound by confidentiality obligations at least as restrictive as those in these Terms.

8.3 Exceptions: The obligations in this section do not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party;
• Was known to the Receiving Party prior to disclosure by the Disclosing Party;
• Is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure;
• Is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

8.4 Required Disclosure: If the Receiving Party is required by law or court order to disclose Confidential Information, it will give the Disclosing Party prompt notice of such requirement (to the extent legally permitted) and will provide reasonable assistance if the Disclosing Party wishes to contest the disclosure.

8.5 Duration: The obligations in this section will survive the termination of these Terms for a period of five (5) years, except for trade secrets, which will remain confidential for as long as they qualify as trade secrets under applicable law.

9.1 Our Warranties: We warrant that:

• We will perform the Services in a professional and workmanlike manner consistent with industry standards;
• The Services will substantially conform to the specifications set forth in the applicable SOW or Project Proposal;
• We will comply with all applicable laws and regulations in providing the Services.

9.2 Your Warranties: You warrant that:

• You have the legal right and authority to enter into these Terms;
• You will comply with all applicable laws and regulations in your use of the Services;
• You will provide accurate and complete information as required for the provision of the Services.

9.3 Disclaimer of Warranties: EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.4 No Guarantee of Results: We do not warrant or guarantee any specific results from your use of the Services, including but not limited to app store approvals, download numbers, user engagement, or revenue generation.

10.1 Exclusion of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNT PAID BY YOU TO US FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Essential Purpose: The limitations of liability in this section apply even if any remedy fails of its essential purpose.

10.4 Exceptions: Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages, so some of the above exclusions and limitations may not apply to you.

11.1 Your Indemnification: You agree to indemnify, defend, and hold harmless Softanix LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Your use of the Services;
• Your violation of these Terms;
• Your violation of any third-party right, including without limitation any intellectual property right or privacy right;
• Your User Content;
• Any claim that your User Content caused damage to a third party.

11.2 Our Indemnification: We will indemnify, defend, and hold you harmless from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to any claim that the Services, as provided by us and used in accordance with these Terms, infringe or misappropriate a third party's intellectual property rights. This indemnification obligation does not apply to the extent the alleged infringement arises from:

• Your User Content;
• Modifications to the Services not made by us;
• Combination of the Services with products, services, or materials not provided by us;
• Your continued use of the Services after we have notified you to discontinue such use.

11.3 Indemnification Procedure: The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim without the indemnified party's prior written consent if such settlement would impose any obligation on the indemnified party); and (c) provide the indemnifying party with reasonable assistance in the defense and settlement of the claim at the indemnifying party's expense.

12.1 Term: These Terms will remain in effect until terminated by either you or us as described below.

12.2 Termination by You: You may terminate these Terms at any time by ceasing to use our Services and providing written notice to us. If you have an ongoing project or engagement with us, termination will be governed by the terms of the applicable SOW or Project Proposal.

12.3 Termination by Us: We may terminate these Terms at any time, with or without cause, upon written notice to you. Additionally, we may suspend or terminate your access to our Services immediately without notice if:

• You breach any provision of these Terms;
• We are required to do so by law;
• We believe, in our sole discretion, that your use of the Services poses a risk to the Services or other users;
• You fail to pay any fees when due.

12.4 Effect of Termination: Upon termination of these Terms:

• All licenses and rights granted to you under these Terms will immediately cease;
• You must cease all use of the Services;
• You must pay all outstanding amounts due to us;
• Any provisions of these Terms that by their nature should survive termination will survive, including without limitation provisions relating to intellectual property, confidentiality, warranty disclaimers, limitations of liability, and dispute resolution.

13.1 Governing Law: These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

13.2 Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to these Terms, including the breach, termination, or validity thereof, will be resolved as follows:

• Informal Resolution: Before resorting to formal dispute resolution, the parties agree to attempt to resolve any dispute informally by contacting each other. If a dispute cannot be resolved informally within 30 days, either party may proceed with formal dispute resolution.
• Arbitration: Except for intellectual property disputes and claims for injunctive relief, any dispute that cannot be resolved informally will be resolved through binding arbitration in San Francisco, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be conducted by a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction.
• Intellectual Property and Injunctive Relief: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief for intellectual property infringement or other claims for which monetary damages would be inadequate, in any court of competent jurisdiction.

13.3 Class Action Waiver: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND Softanix LLC AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

13.4 Limitation on Time to File Claims: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

14.1 Modifications: We reserve the right to modify these Terms at any time in our sole discretion. If we make material changes to these Terms, we will provide notice to you by posting the revised Terms on our website with a new "Last Updated" date.

14.2 Continued Use: Your continued use of the Services after the effective date of any modified Terms constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services.

14.3 Material Changes: For material changes to these Terms that significantly reduce your rights or increase your responsibilities, we will make reasonable efforts to notify you directly, such as by email to the email address associated with your account.

15.1 Entire Agreement: These Terms, together with any applicable SOW, Project Proposal, or other written agreement between you and Softanix LLC, constitute the entire agreement between you and Softanix LLC regarding the Services, superseding any prior agreements or communications.

15.2 Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

15.3 No Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by an authorized representative of Softanix LLC.

15.4 Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction.

15.5 Relationship of the Parties: Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Softanix LLC. Neither party has the authority to bind the other in any manner.

15.6 Force Majeure: We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes, or other industrial disturbances, electrical or power outages, utilities or telecommunications failures, earthquakes, storms, or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

15.7 Notices: Any notices or other communications provided by us under these Terms will be given by posting to our website or, if applicable, by sending to the email address associated with your account. Notices to us should be sent to the contact information provided in Section 16.

15.8 Headings: The section titles in these Terms are for convenience only and have no legal or contractual effect.

15.9 No Third-Party Beneficiaries: These Terms do not confer any rights or benefits on any third party.

If you have any questions, concerns, or comments about these Terms, please contact us at:

Softanix LLC

123 Tech Boulevard, Innovation District

San Francisco, CA 94103

Email: legal@Softanixllc.com

Phone: +1 (555) 123-4567