These Terms of Service (“Terms”) govern your access to and use of the website, products, and services provided by NexaCore Sol (“Company,” “we,” “our,” or “us”). By using our services, you (“Client,” “you,” or “your”) agree to be legally bound by these Terms.
Summary (not a substitute for the full Terms): You agree to use our services lawfully, pay agreed fees on time, provide necessary access/information, and acknowledge that third-party platforms (e.g., Amazon, Walmart, Stripe) have their own rules outside our control. Our liability is limited as described below.
1. Scope of Services
- AI & Automation solutions, integrations, and consulting.
- WordPress & eCommerce development (e.g., WooCommerce), theme/plugin setup and customization.
- Amazon/Walmart/Marketplace store setup, cataloging, and ongoing account management.
- Business formation support (e.g., LLC registration, EIN facilitation, documentation guidance).
- Related digital services as mutually agreed in proposals, statements of work (“SOW”), or invoices.
Specific deliverables, timelines, and pricing will be defined in a written SOW, estimate, or invoice (collectively, “Order”). In the event of conflict, the Order prevails over these Terms.
2. Eligibility & Accounts
- You must be at least the age of majority in your jurisdiction and have authority to bind the entity you represent.
- You are responsible for safeguarding credentials and for all activity under your account.
- Provide accurate, complete, and current information and update it as necessary.
3. Client Responsibilities
- Provide timely access to accounts, APIs, product data, brand assets, and any required third-party approvals.
- Ensure that materials you supply do not infringe third-party rights and comply with applicable laws.
- Designate a responsible point of contact and respond to information requests without undue delay.
4. Fees, Invoicing, and Taxes
| Item | Term |
|---|---|
| Billing & Payment | Fees are as set out in the Order and payable upon invoice. Accepted methods may include card (via Stripe), bank transfer, or other processors listed on the invoice. |
| Late Payment | Overdue balances may incur a late fee of the lesser of 1.5% per month or the maximum allowed by law, plus recovery costs. |
| Expenses | Pre-approved out-of-pocket expenses (e.g., ads, subscriptions, shipping labels) are billable to Client. |
| Taxes | Fees are exclusive of taxes. Client is responsible for applicable taxes, duties, and withholdings. |
| Refunds | As described in our Refund & Cancellation Policy. |
5. Changes & Project Management
- Change requests may adjust scope, timeline, and fees. We will confirm changes in writing before proceeding.
- Client delays (e.g., missing data, approvals) extend delivery timelines accordingly.
6. Third-Party Platforms & Dependencies
- You acknowledge that marketplaces and service providers (Amazon, Walmart, Meta, Google, Stripe, hosting, etc.) operate under their own policies, which may change without notice.
- We are not responsible for outages, suspensions, rejections, or policy changes by third parties.
7. Intellectual Property
- Pre-existing IP: Each party retains ownership of its pre-existing materials, tools, templates, and know-how.
- Deliverables: Upon full payment, Client receives a worldwide, non-exclusive, non-transferable license to use deliverables for internal business purposes. If an Order states “work-for-hire” or assigns IP, such assignment is effective upon full payment.
- Open-Source / Third-Party Assets: May be used under their respective licenses.
- Portfolio Use: We may reference non-confidential project elements in our portfolio unless you object in writing.
8. Confidentiality
- “Confidential Information” means non-public information disclosed by either party. The receiving party must protect it using reasonable care and may use it only to perform the Order.
- Exclusions: information that is public, independently developed, or rightfully received from a third party.
- Compelled disclosure is permitted if legally required, with prompt notice where lawful.
9. Data Protection & Security
- We apply reasonable technical and organizational security measures (e.g., encryption in transit, least-privilege access).
- Where applicable, our Data Processing Addendum (GDPR) forms part of these Terms.
- Client must implement reasonable security on its systems and promptly notify us of suspected incidents affecting shared credentials or data.
10. Warranties & Disclaimers
- We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards.
- EXCEPT AS EXPRESSLY STATED, THE SERVICES AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT).
- No guarantee of specific marketplace approvals, rankings, sales volumes, or third-party outcomes.
11. Limitation of Liability
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/GOODWILL.
- OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO US UNDER THE APPLICABLE ORDER IN THE 3 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
12. Indemnification
- Client will indemnify and hold us harmless from claims, damages, and costs arising out of (a) Client content or data; (b) Client’s misuse of the services; or (c) Client’s violation of laws or third-party rights.
13. Term, Suspension, and Termination
- These Terms apply from first use of our site/services and continue until terminated as described here or in an Order.
- Either party may terminate an Order for material breach not cured within 10 days of written notice.
- We may suspend or terminate for unlawful activity, security risks, non-payment, or policy violations.
- Effect of Termination: Client pays for services rendered and approved expenses through the termination date. Certain sections (e.g., IP, confidentiality, limitations) survive termination.
14. Service Levels & Response Targets (Non-Binding)
| Ticket Priority | Examples | Target First Response | Target Resolution |
|---|---|---|---|
| Critical | Site down, critical checkout/API failure | 4 business hours | 1–2 business days or best effort |
| High | Listing suspension, major bug, ad delivery halted | 1 business day | 2–5 business days |
| Normal | Feature requests, catalog updates, optimizations | 2 business days | As scheduled per roadmap |
15. Compliance & Export
- You represent that you are not located in a sanctioned jurisdiction and are not a prohibited party under applicable sanctions laws.
- You will comply with all applicable laws (consumer protection, privacy, IP, taxation, platform policies).
16. Force Majeure
Neither party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, war, labor disputes, government actions, utility or internet failures, and third-party platform outages.
17. Governing Law; Dispute Resolution
- Unless otherwise stated in the Order, these Terms are governed by the laws of Illinois, USA, without regard to conflict of laws principles.
- Disputes will be subject to the exclusive jurisdiction of the courts located in Cook County, Illinois, USA. For Clients served from Pakistan operations, we may alternatively agree to the courts of Lahore, Punjab, Pakistan.
18. Notices
| To NexaCore Sol | Email: support@nexacoresol.com Address: NexaCore Sol, 460 Main St, Middlefield, CT 06455, USA |
|---|---|
| To Client | To the email and address provided in your Order or account profile. |
19. Miscellaneous
- Entire Agreement: These Terms + applicable Orders constitute the entire agreement and supersede prior understandings.
- Severability: If any provision is found unenforceable, the remainder remains in effect.
- Assignment: You may not assign without our prior written consent; we may assign to an affiliate or in a merger/sale.
- Updates: We may update these Terms by posting a revised version with a new effective date. Continued use constitutes acceptance.
