Terms of Service

1. Acceptance of Terms

Welcome to Reaxiom Solutions LLC ("Company," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our website, services, and products. By accessing or using our website or services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

2. Services Description

Reaxiom Solutions LLC provides software development, consulting, cloud solutions, AI integration, and related technology services. Our services include but are not limited to custom software development, SaaS platforms, enterprise application development, system modernization, and technology consulting. Specific services will be detailed in individual service agreements or statements of work.

3. User Accounts and Registration

3.1 Account Creation

Some features of our services may require you to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and update your information to keep it accurate
• Maintain the security of your account credentials
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized use

3.2 Account Termination

We reserve the right to suspend or terminate your account if you violate these Terms or engage in conduct that we deem inappropriate or harmful to our business or other users.

4. Acceptable Use Policy

You agree not to use our services to:

• Violate any applicable laws or regulations
• Infringe on the intellectual property rights of others
• Transmit harmful code, viruses, or malware
• Engage in unauthorized access or security breaches
• Harass, abuse, or harm others
• Distribute spam or unsolicited communications
• Impersonate any person or entity
• Interfere with or disrupt our services or servers
• Collect or harvest user data without consent
• Use our services for any unlawful or fraudulent purpose

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content, features, and functionality on our website and in our services, including but not limited to text, graphics, logos, software, and design, are owned by Reaxiom Solutions LLC or our licensors and are protected by copyright, trademark, and other intellectual property laws.

5.2 Client Intellectual Property

For custom development projects, intellectual property ownership will be specified in the applicable service agreement or statement of work. Generally, clients retain ownership of their proprietary business information, while we retain ownership of our pre-existing tools, frameworks, and methodologies.

5.3 License Grant

We grant you a limited, non-exclusive, non-transferable license to access and use our services for their intended purpose, subject to these Terms.

6. Service Agreements and Statements of Work

Specific projects and services will be governed by separate service agreements or statements of work that detail:

• Scope of work and deliverables
• Project timelines and milestones
• Pricing and payment terms
• Intellectual property ownership
• Confidentiality obligations
• Support and maintenance terms

In the event of any conflict between these Terms and a specific service agreement, the service agreement will govern.

7. Payment Terms

7.1 Fees and Billing

Fees for our services will be specified in the applicable service agreement. Unless otherwise stated, all fees are in U.S. dollars and are non-refundable. Payment terms, schedules, and methods will be outlined in your service agreement.

7.2 Late Payments

Late payments may be subject to interest charges and may result in suspension of services until payment is received.

7.3 Taxes

You are responsible for all applicable taxes related to your use of our services, except for taxes based on our net income.

8. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our business relationship. Confidential information includes business plans, technical data, customer information, and any information marked as confidential. This obligation survives the termination of our relationship.

9. Warranties and Disclaimers

9.1 Service Warranties

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. Specific warranties for delivered software or solutions will be outlined in your service agreement.

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN A SERVICE AGREEMENT, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Implied warranties of merchantability
• Fitness for a particular purpose
• Non-infringement
• Uninterrupted or error-free operation

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REAXIOM SOLUTIONS LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your use or inability to use our services
• Any unauthorized access to or alteration of your data
• Any interruption or cessation of services
• Any bugs, viruses, or other harmful code
• Any errors or omissions in content

OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR $1,000, WHICHEVER IS GREATER.

11. Indemnification

You agree to indemnify, defend, and hold harmless Reaxiom Solutions LLC, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from your use of our services, violation of these Terms, or infringement of any third-party rights.

12. Term and Termination

12.1 Term

These Terms remain in effect while you use our services. Service agreements will specify their own terms and duration.

12.2 Termination

Either party may terminate a service agreement as specified in that agreement. We reserve the right to suspend or terminate your access to our services immediately if you violate these Terms.

12.3 Effect of Termination

Upon termination, your right to use our services will immediately cease. Provisions that by their nature should survive termination will survive, including confidentiality, intellectual property, indemnification, and limitation of liability.

13. Dispute Resolution

13.1 Informal Resolution

In the event of any dispute, both parties agree to first attempt to resolve the matter informally through good faith negotiations.

13.2 Governing Law

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

13.3 Jurisdiction

Any legal action or proceeding relating to these Terms shall be brought exclusively in the state or federal courts located in Oakland County, Michigan, and both parties consent to the jurisdiction of such courts.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website with a new "Last Updated" date. Your continued use of our services after such changes constitutes your acceptance of the modified Terms. We encourage you to review these Terms periodically.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any applicable service agreements, constitute the entire agreement between you and Reaxiom Solutions LLC regarding our services.

15.2 Severability

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

15.3 Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term.

15.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

15.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

16. Contact Information

If you have questions about these Terms of Service, please contact us: