Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Techifive ("Company," "we," "us," or "our") governing your access to and use of our website (www.techifive.com) and all related services, software development, and digital solutions.

By accessing or using our website and services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our services.

We reserve the right to modify these Terms at any time. Material changes will be communicated through our website or via email. Your continued use of our services after such modifications constitutes acceptance of the updated Terms.

2. Definitions

• "Services" refers to all software development, web development, mobile application development, consulting, and related digital services provided by Techifive.
• "Deliverables" means any software, code, designs, documentation, or other materials created or delivered as part of our Services.
• "Client" refers to any individual or entity that engages Techifive for Services.
• "Content" includes all text, graphics, images, software, and other materials on our website.
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

3. Eligibility

To use our Services, you must:

• Be at least 18 years of age or the legal age of majority in your jurisdiction
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using our Services under applicable laws
• If acting on behalf of an organization, have the authority to bind that organization to these Terms

4. Our Services

4.1 Scope of Services

Techifive provides software development services including but not limited to:

• Custom software development
• Web application development
• Mobile application development
• UI/UX design
• Software consulting and architecture
• API development and integration
• Maintenance and support services

4.2 Service Agreements

Specific project terms, deliverables, timelines, and pricing shall be governed by separate Service Agreements or Statements of Work (SOW) entered into between Techifive and the Client. In case of conflict between these Terms and a Service Agreement, the Service Agreement shall prevail.

4.3 Changes to Services

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time. We will provide reasonable notice for material changes affecting ongoing projects.

5. Client Responsibilities

As a Client, you agree to:

• Provide accurate, complete, and timely information necessary for project execution
• Respond to requests for feedback, approvals, and decisions within reasonable timeframes
• Ensure you have all necessary rights to materials provided to us
• Make payments in accordance with agreed payment terms
• Comply with all applicable laws in your use of our Services and Deliverables
• Maintain confidentiality of any access credentials provided
• Not use our Services for any unlawful or prohibited purpose

6. Payment Terms

6.1 Fees and Payment

Fees for Services shall be as specified in the applicable Service Agreement. Unless otherwise agreed:

• All fees are quoted in US Dollars (USD)
• Payment is due within 15 days of invoice date unless otherwise specified
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law

6.2 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all taxes associated with your purchases, except for taxes based on our income.

6.3 Refunds

Refund policies are determined on a project-by-project basis and specified in the applicable Service Agreement. Generally, fees for completed work are non-refundable.

7. Intellectual Property Rights

7.1 Client Deliverables

Upon full payment of all applicable fees, Client shall own all rights to custom Deliverables created specifically for the Client, except for Pre-Existing Materials and Third-Party Materials as defined below.

7.2 Pre-Existing Materials

Techifive retains ownership of all pre-existing intellectual property, including but not limited to frameworks, libraries, tools, methodologies, and general knowledge developed prior to or independently of the project. We grant Client a non-exclusive, perpetual license to use such materials as incorporated into the Deliverables.

7.3 Third-Party Materials

Deliverables may include third-party software, libraries, or components subject to their own license terms. Client agrees to comply with all applicable third-party licenses.

7.4 Website Content

All content on the Techifive website, including text, graphics, logos, images, and software, is the property of Techifive and is protected by copyright and other intellectual property laws. You may not reproduce, distribute, or create derivative works without our express written permission.

8. Confidentiality

Both parties agree to maintain the confidentiality of any confidential information received from the other party. Confidential information includes, but is not limited to:

• Business strategies and plans
• Technical specifications and source code
• Customer data and personal information
• Financial information
• Any information marked as confidential or that a reasonable person would understand to be confidential

This obligation survives termination of these Terms and any Service Agreement for a period of three (3) years.

9. Warranties and Disclaimers

9.1 Our Warranties

Techifive warrants that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to agreed specifications for a period of 30 days following delivery
• We have the right to provide the Services and grant the licenses contemplated herein

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, OUR SERVICES AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TECHIFIVE, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE 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 OUR SERVICES.

Our total liability for any claims arising under these Terms shall not exceed the amounts paid by you to Techifive in the twelve (12) months preceding the claim.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Techifive and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of our Services
• Your violation of these Terms
• Your violation of any third-party rights
• Any content or materials you provide to us that infringe third-party rights

12. Termination

12.1 Termination by Either Party

Either party may terminate a Service Agreement with 30 days' written notice. Termination of website access may occur at any time at our discretion for violations of these Terms.

12.2 Effect of Termination

Upon termination:

• Client shall pay for all Services rendered up to the termination date
• Each party shall return or destroy confidential information of the other party
• Licenses granted herein shall survive only to the extent payment has been made
• Provisions that by their nature should survive termination shall remain in effect

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, United States, without regard to its conflict of law provisions.

13.2 Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiations. If the dispute cannot be resolved within 30 days, either party may initiate binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Chicago, Illinois.

13.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any Service Agreements, constitute the entire agreement between you and Techifive regarding the subject matter hereof and supersede all prior agreements and understandings.

14.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

14.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

14.5 Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

15. Acceptable Use Policy

You agree not to use our website or Services to:

• Violate any applicable laws, regulations, or third-party rights
• Upload or transmit viruses, malware, or other malicious code
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the integrity or performance of our Services
• Engage in any activity that could damage, disable, or impair our website
• Use automated systems to access our website without permission
• Collect or harvest personal information of other users
• Impersonate any person or entity or misrepresent your affiliation