Terms and Conditions
Welcome to Nexus API Solutions Inc. These Terms and Conditions ("Terms") govern your use of our services, including API strategy and consulting, custom API development, API integration, API management and security, scalable backend solutions, data synchronization and migration, third-party API integration, custom software development, and mobile application backend APIs ("Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our Services.
1. Acceptance of Terms
By engaging Nexus API Solutions Inc. for any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as any specific agreements or statements of work ("SOW") executed between Nexus API Solutions Inc. and you. In the event of any conflict between these Terms and an SOW, the SOW shall prevail regarding the specific services outlined therein.
2. Services Provided
Nexus API Solutions Inc. offers a range of software development and API-related services. The specific scope, deliverables, timelines, and fees for each service engagement will be defined in a separate SOW or project agreement. We reserve the right to modify or discontinue any aspect of our Services at any time without prior notice, although we will endeavor to provide notice for significant changes impacting existing projects.
3. Client Responsibilities
Clients are responsible for providing timely and accurate information, data, and access necessary for Nexus API Solutions Inc. to perform the Services. Delays caused by the client's failure to provide necessary resources or information may impact project timelines and costs. Clients are also responsible for reviewing deliverables and providing feedback within agreed-upon timeframes.
4. Intellectual Property
- Unless otherwise specified in an SOW, upon full payment for the Services, any custom code, APIs, or software specifically developed by Nexus API Solutions Inc. for the client as part of the Services shall be owned by the client.
- Nexus API Solutions Inc. retains ownership of its pre-existing intellectual property, methodologies, tools, and general knowledge used in performing the Services.
- Clients represent and warrant that they have all necessary rights to any data, information, or materials provided to Nexus API Solutions Inc. for the purpose of the Services.
5. Confidentiality
Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the course of the engagement, subject to any separate non-disclosure agreements (NDAs) that may be in place. This obligation excludes information that is publicly known, independently developed, or rightfully obtained from a third party without restriction.
6. Payment Terms
Payment terms, including pricing, billing schedules, and acceptable payment methods, will be detailed in each SOW or project agreement. Unless otherwise specified, invoices are due within [Number] days of issuance. Late payments may be subject to interest charges as mutually agreed upon or as permitted by law.
7. Warranties and Disclaimers
Nexus API Solutions Inc. warrants that the Services will be performed in a professional and workmanlike manner, consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEXUS API SOLUTIONS INC. MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We do not warrant that the Services will be uninterrupted or error-free.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXUS API SOLUTIONS INC. BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEXUS API SOLUTIONS INC.'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO NEXUS API SOLUTIONS INC. FOR THE SPECIFIC SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. Indemnification
You agree to indemnify, defend, and hold harmless Nexus API Solutions Inc. and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from your use of the Services, your violation of these Terms, or your infringement of any rights of a third party, including intellectual property rights.
10. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, USA, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in Denver, Colorado, USA, and both parties consent to the jurisdiction of such courts.
11. Termination
Either party may terminate a specific SOW or the overall engagement as specified in the SOW or upon material breach of these Terms, subject to any cure periods. Upon termination, client shall pay for all Services rendered up to the termination date. Provisions concerning intellectual property, confidentiality, warranties, limitation of liability, indemnification, and governing law shall survive termination.
12. Miscellaneous
- Entire Agreement: These Terms, together with any applicable SOWs, constitute the entire agreement between you and Nexus API Solutions Inc. regarding the Services.
- Amendments: Nexus API Solutions Inc. reserves the right to amend these Terms at any time. We will notify you of significant changes by posting the updated Terms on our website or through other reasonable means. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.
- 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 so that these Terms will otherwise remain in full force and effect.
- Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.
- Assignment: You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without our prior written consent. Nexus API Solutions Inc. may assign these Terms without your consent.
Contact Information
For any questions regarding these Terms or our Services, please contact us at:
Nexus API Solutions Inc.
1910 S. University Blvd., Suite 400,
Denver, Colorado, 80210
USA