Terms of Service

Overview

These Terms of Service ("Terms") govern access to and use of the Website, Software, Services, Deliverables, and other offerings made available by Krifian LLC, a Wyoming limited liability company ("Company," "Krifian," "we," "us," or "our"). These Terms supplement and should be read together with any applicable Master Services Agreement, Statement of Work, proposal, quote, invoice, order form, non-disclosure agreement, service agreement, or other written or electronic ordering document between Company and Client.

By accessing or using the Website, requesting or receiving Services, accepting an SOW, MSA, proposal, quote, invoice, or order form, clicking to accept these Terms, paying an invoice, or otherwise engaging Company, Client agrees to be bound by these Terms. If Client does not agree, Client must not access or use the Website or Services.

Definitions

"Client" means the individual or entity that accesses the Website, requests, purchases, receives, or uses any Services, including its employees, contractors, agents, and representatives.

"Company" means Krifian LLC, together with its affiliates, personnel, subcontractors, licensors, and service providers, as applicable.

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or reasonably should be understood as confidential, including business plans, pricing, proposals, source code, website code, themes, plugins, custom functionality, technical information, data, processes, customer information, trade secrets, APIs, system architecture, documentation, and methodologies. Confidential Information does not include information that is publicly available without breach, already lawfully known, lawfully received from a third party without restriction, or independently developed without use of the disclosing party's Confidential Information.

"Deliverables" means work product, reports, configurations, implementations, software code, websites, WooCommerce stores, themes, plugins, custom functionality, integrations, documentation, designs, specifications, or other materials expressly identified as deliverables in an applicable SOW, MSA, proposal, quote, order form, or other written agreement.

"Services" means services, products, subscriptions, support, Deliverables, hosted offerings, managed services, consulting, advisory work, website development, WordPress development, WooCommerce development, custom web development, website maintenance, optimization, technical consulting, third-party integrations, hosting-related implementation, and related web services.

"Software" means any software, source code, object code, scripts, applications, platforms, tools, dashboards, libraries, connectors, plugins, themes, APIs, custom functionality, website components, or related technology made available by Company as part of the Services.

"Website" means any website, portal, application, dashboard, hosted environment, or online interface operated by or on behalf of Company.

Scope of Services

Company may provide WordPress website development, WooCommerce store development and customization, custom website design and implementation, website migration, optimization and maintenance, custom plugin and theme development, third-party and API integrations, technical consulting, support, updates, troubleshooting, security services, and related web development services.

Company may use employees, contractors, subcontractors, hosting providers, cloud providers, software vendors, and other third-party service providers in performing the Services.

Order Documents

The specific scope, deliverables, timeline, commercial terms, service levels, and project requirements may be set out in one or more Statements of Work, Master Services Agreements, proposals, order forms, quotes, invoices, change orders, or other ordering documents (each, an "Order Document").

If these Terms conflict with an executed MSA or SOW signed by both parties, the executed MSA or SOW will control for its subject matter. If another executed Order Document conflicts with these Terms, the order of precedence is: (a) MSA; (b) SOW; (c) accepted order form or proposal; (d) accepted or paid quote or invoice; and (e) these Terms, unless the parties agree otherwise in writing.

Client Responsibilities

Client will provide complete and accurate information, timely decisions, approvals, access, materials, feedback, and cooperation reasonably needed for Company to perform the Services. Client will use the Website, Software, Services, and Deliverables only for lawful purposes and in compliance with applicable laws, regulations, industry standards, and third-party terms.

Client is responsible for maintaining the security and confidentiality of account credentials, access keys, administrator credentials, authentication methods, and devices under Client's control, and must promptly notify Company of any actual or suspected unauthorized access or security incident.

Client is responsible for obtaining and maintaining all necessary rights, consents, licenses, approvals, and permissions for any data, content, systems, materials, personal information, instructions, media, or third-party resources provided to Company or used with the Services.

Client must independently review, test, validate, and approve all Deliverables, websites, code, themes, plugins, integrations, configurations, and custom functionality before deployment, publication, use, or reliance. Client remains solely responsible for its business decisions, operations, compliance obligations, customer communications, and use of the Services and Deliverables.

Company is not responsible for delays, defects, or additional costs caused by Client's failure to meet these responsibilities.

No Professional Advice

Company does not provide legal, tax, accounting, audit, investment, medical, clinical, regulatory, compliance, or other licensed professional advice unless expressly stated in a separate written agreement signed by an authorized officer of Company. The Website, Services, Software, Deliverables, recommendations, documentation, and communications are provided for general informational, technical, web development, and operational purposes only.

Client is responsible for obtaining advice from qualified professional advisors before relying on any recommendation, code, website, Deliverable, or information provided through the Services.

Fees and Payment

Client will pay all fees, charges, and expenses set out in the applicable Order Document or, if not specified, at Company's then-current rates. Unless otherwise stated in an Order Document, Company may invoice upon issuance, monthly in arrears, upon milestone completion, upon project commencement, or as otherwise determined by Company based on the nature of the Services.

Unless otherwise stated, invoices are due within fifteen (15) days after the invoice date, without setoff, deduction, counterclaim, or withholding. If Client fails to pay an undisputed amount when due, Company may charge interest at the lesser of 1.5% per month or the maximum rate permitted by law, suspend or restrict access to Services or Deliverables, withhold work product, require advance payment or revised payment terms, and pursue collection of all amounts due, including reasonable attorneys' fees, court costs, arbitration costs, and collection expenses.

Client will reimburse Company for reasonable pre-approved travel, lodging, third-party pass-through charges, usage fees, API fees, cloud expenses, software license fees, and out-of-pocket expenses incurred in connection with the Services, if applicable and as stated in an Order Document or otherwise approved by Client.

All fees are non-refundable except as expressly provided in a written agreement signed by Company. Client is responsible for all applicable taxes, duties, levies, and governmental assessments, excluding taxes based on Company's net income.

Intellectual Property

Company retains all right, title, and interest in the Services, Software, Website, Company technology, development tools, utilities, scripts, connectors, APIs, frameworks, templates, themes, plugins, website components, custom functionality, processes, methods, know-how, documentation, trade secrets, inventions, improvements, and related intellectual property rights, including modifications, enhancements, derivatives, and learnings ("Company IP"). No rights are granted to Client except as expressly set out in a written agreement.

Client retains all right, title, and interest in Client's pre-existing materials, data, content, trademarks, systems, business records, proprietary information, and other materials provided to Company ("Client Materials"). Client grants Company a non-exclusive, worldwide, royalty-free license during the term to use, host, copy, process, modify, transmit, display, and create derivative works of Client Materials solely as necessary to provide the Services and perform Company's obligations.

Ownership of Deliverables is governed by the applicable MSA, SOW, or other executed Order Document. If the applicable Order Document does not expressly address ownership, then, subject to full payment of all amounts due, Company grants Client a non-exclusive, non-transferable, non-sublicensable, internal business-use license to use the Deliverables for Client's own lawful business purposes, and Company retains ownership of the Deliverables and all embedded Company IP.

If a Deliverable includes Company IP, third-party materials, open-source software, pre-existing code, templates, themes, plugins, frameworks, modules, connectors, libraries, website components, or tools, Company retains ownership of those items, and Client's rights are limited to the license expressly granted in the applicable Order Document or these Terms.

No implied license is granted. Client may not copy, modify, distribute, reverse engineer, decompile, disassemble, scrape, reproduce, repurpose, resell, sublicense, or create derivative works from Company IP except as expressly permitted in a written agreement.

Unless otherwise agreed in writing or prohibited by a confidentiality agreement, Company may identify Client as a client and may include Client's name, logo, project descriptions, publicly available project information, and non-confidential work samples in Company's portfolio, website, marketing materials, case studies, proposals, and promotional materials. Company will not disclose Confidential Information in connection with such use.

Client may not use, copy, extract, reproduce, analyze, reverse engineer, benchmark, modify, develop, or create any competing product or service using Company IP, Deliverables, proprietary code, themes, plugins, frameworks, documentation, methodologies, or other proprietary materials without Company's prior written consent.

Confidentiality

Each party receiving Confidential Information will use it only as necessary to exercise rights or perform obligations under these Terms, protect it using at least reasonable care, and not disclose it to third parties except to employees, contractors, professional advisors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as these Terms.

A party may disclose Confidential Information to the extent required by law, regulation, subpoena, court order, or governmental process, provided that, to the extent legally permitted, it gives prompt notice and reasonably cooperates in seeking confidential treatment or a protective order.

Upon written request after termination or expiration of the applicable Services, each party will return or destroy the other party's Confidential Information, except where retention is required by law, backup processes, insurance requirements, record retention policies, or internal compliance obligations. Retained Confidential Information remains subject to these Terms.

Third-Party Services

The Services may depend on or use third-party products, infrastructure, APIs, platforms, hosting providers, cloud providers, payment processors, telecommunications providers, code repositories, integrations, and software vendors, including OpenAI, Anthropic, Google, Microsoft, Amazon Web Services (AWS), hosting providers, analytics vendors, communication tools, and other third-party services ("Third-Party Services").

Company does not own or control Third-Party Services and is not responsible for any failure, outage, delay, degradation, interruption, policy change, suspension, deprecation, pricing change, access restriction, model update, content moderation action, security incident, data loss, output change, service discontinuation, incompatibility, or other act or omission of any Third-Party Service.

Client's use of Third-Party Services may be subject to separate third-party terms, privacy policies, acceptable use policies, usage limits, and fees. Client is responsible for reviewing and complying with those terms and maintaining required accounts, licenses, or approvals unless otherwise agreed in writing.

Service Availability and Changes

Company may modify, enhance, update, patch, reconfigure, suspend, limit, replace, or discontinue any portion of the Website, Software, features, functionality, integrations, or Services at any time and without liability. Company does not guarantee that any Service or feature will remain available, compatible, or supported for any period unless expressly stated in an executed written agreement.

Maintenance, upgrades, emergency changes, security measures, vendor issues, infrastructure limitations, and other events may cause downtime, reduced functionality, or changes to the Services. Company has no obligation to continue offering any specific technology, integration, model, or feature.

Warranty Disclaimer

To the fullest extent permitted by applicable law, the Website, Software, Services, Deliverables, and related materials are provided "as is" and "as available," with all faults and without warranties of any kind.

Company disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, system integration, accuracy, completeness, results, availability, security, error-free operation, uninterrupted access, and correction of defects.

Company does not warrant that the Services will meet Client's requirements or expectations, achieve any business result, increase revenue, reduce costs, remain continuously available, be compatible with any particular system, or comply with any law, regulation, standard, or industry guidance applicable to Client's business or use case.

Limitation of Liability

To the fullest extent permitted by law, Company and its affiliates, members, managers, officers, directors, employees, contractors, agents, licensors, subprocessors, and service providers will not be liable for indirect, incidental, special, exemplary, consequential, or punitive damages, or for loss of profits, revenue, business opportunity, goodwill, use, data, business interruption, or cost of substitute services, even if advised of the possibility of such damages.

To the fullest extent permitted by law, Company's total aggregate liability arising out of or relating to the Website, Software, Services, Deliverables, or these Terms will not exceed the total amount of fees actually paid by Client to Company for the applicable Services during the twelve (12) months immediately preceding the event giving rise to the claim.

These limitations apply whether the claim is based in contract, tort, negligence, strict liability, statute, equity, or otherwise, and whether or not any remedy fails of its essential purpose.

Indemnification

Client will defend, indemnify, and hold harmless Company and its affiliates, members, managers, officers, directors, employees, contractors, subcontractors, licensors, agents, successors, and assigns from and against claims, demands, actions, investigations, liabilities, damages, losses, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or relating to:

• Client's access to or use of the Website, Software, Services, or Deliverables;
• Client Materials, data, content, prompts, instructions, or information provided by or on behalf of Client;
• Client's misuse of Deliverables, websites, software, code, themes, plugins, integrations, recommendations, or custom functionality;
• Decisions, communications, transactions, publications, representations, omissions, or actions taken by Client or any third party in reliance on the Services, Deliverables, recommendations, or information provided by Company;
• Client's actual or alleged violation of law, regulation, rule, order, or third-party rights, including intellectual property, privacy, publicity, confidentiality, consumer protection, employment, export, anti-discrimination, or data protection requirements;
• Client's breach of these Terms or any applicable Order Document; or
• Client's fraud, gross negligence, willful misconduct, or unlawful activity.

Company may participate in the defense of any claim with counsel of its choice at Client's expense if Company reasonably determines that its interests may be adversely affected. Client may not settle any claim in a manner that imposes liability, admissions, or obligations on Company without Company's prior written consent.

Force Majeure

Company will not be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, weather events, fire, flood, epidemic, pandemic, labor dispute, war, terrorism, civil unrest, governmental action, embargo, sanctions, supplier failure, internet or telecommunications failure, cyberattack, denial-of-service event, utility interruption, hosting failure, cloud outage, model provider outage, third-party platform failure, transportation interruption, or shortage of materials or services.

Company's time for performance will be extended for the duration of the force majeure event and a reasonable recovery period. If a force majeure event materially prevents performance for more than thirty (30) days, Company may suspend or terminate the affected Services upon written notice without liability other than for Services properly performed before termination.

Suspension and Termination

Company may immediately suspend, restrict, or terminate access to any Website, Software, hosted environment, account, Deliverable, or Service, in whole or in part, with or without notice, if Company reasonably believes that Client has failed to pay when due, breached these Terms or an Order Document, created a security risk, harmed or may harm Company, the Services, any Third-Party Service, or any other person or system, engaged in abuse, fraud, unlawful activity, infringing activity, prohibited use, harassment, or misuse, or if suspension is needed to comply with law, court order, governmental request, third-party provider requirements, or to reduce legal, reputational, or operational risk.

Client may terminate ongoing Services only as permitted in the applicable Order Document. If no termination provision is stated, either party may terminate ongoing Services for material breach if the breach remains uncured for fifteen (15) days after written notice describing the breach in reasonable detail.

Termination or suspension does not relieve Client of obligations to pay amounts accrued or payable for Services performed, expenses incurred, committed charges, third-party pass-through costs, or non-cancelable obligations incurred before the effective date of termination or suspension.

Upon termination, Client's rights to access and use affected Services will cease except as otherwise stated in a written agreement. Provisions that by their nature should survive termination will survive, including payment, intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, attorneys' fees, and general provisions.

Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Website, Software, Services, Deliverables, or the relationship of the parties will be governed by the laws of the State of Wyoming, without regard to conflict of laws principles.

Dispute Resolution

The parties will first attempt in good faith to resolve any dispute through informal discussions between authorized representatives. If the dispute is not resolved within thirty (30) days after written notice, either party may submit the dispute to non-binding mediation administered by the American Arbitration Association ("AAA") in Sheridan County, Wyoming, or remotely by mutual agreement or as determined by the mediator.

If the dispute is not resolved through mediation within sixty (60) days after the mediator is appointed, the dispute will be finally resolved by binding arbitration administered by the AAA under its applicable commercial arbitration rules. The arbitration will be conducted by one arbitrator unless AAA rules require otherwise. The seat and venue of arbitration will be Sheridan County, Wyoming, although hearings and proceedings may be conducted remotely as determined by the arbitrator.

The arbitrator may award remedies available at law or in equity on an individual basis, but may not conduct any class, collective, consolidated, or representative proceeding. Judgment on the award may be entered in any court having jurisdiction.

Nothing prevents either party from seeking temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in a court of competent jurisdiction to protect Confidential Information, intellectual property, data security, or other proprietary rights pending final resolution.

Attorneys' Fees

In any action, proceeding, arbitration, mediation, or dispute arising out of or relating to these Terms or the Services, the prevailing party will be entitled to recover reasonable attorneys' fees, expert fees, costs, and expenses from the non-prevailing party, in addition to any other relief awarded.

Electronic Signatures and Records

Client agrees that electronic signatures, electronic acceptances, click-through agreements, electronic records, email approvals, online confirmations, and electronically transmitted documents are legally binding and enforceable to the fullest extent permitted by applicable law. Any agreement, consent, notice, approval, amendment, or acceptance may be executed or delivered electronically and will be deemed an original.

Entire Agreement; Updates

These Terms, together with any applicable NDA, MSA, SOW, proposal, quote, invoice, order form, or other executed Order Document, constitute the entire agreement between the parties for the subject matter addressed and supersede prior or contemporaneous discussions, understandings, or agreements, except as expressly stated in a written agreement signed by both parties.

Company may update these Terms from time to time by posting a revised version on the Website or otherwise providing notice. Updated Terms become effective as of the stated effective date. Client's continued use of the Website or Services after the effective date constitutes acceptance of the updated Terms, except to the extent a separate executed agreement limits such modification rights.

General Provisions

Client may not assign or transfer these Terms without Company's prior written consent, and any attempted assignment in violation of this restriction is void. Company may assign these Terms without restriction in connection with a merger, acquisition, internal restructuring, financing, or sale of assets.

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in effect, and the invalid provision will be enforced to the maximum extent permitted by law to reflect the parties' original intent as closely as possible.

No waiver will be effective unless in writing and signed by the waiving party. A failure or delay in exercising any right or remedy will not operate as a waiver.

Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, employment, or exclusive relationship between the parties. Company is an independent contractor.

Notices must be in writing and will be deemed given when delivered personally, sent by nationally recognized courier, or sent by email to the recipient's designated notice address, provided that notices to Company must also be sent to the physical address below.