Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Vivid Verde Digital LLC ("Company," "we," "us," or "our"), a Wyoming limited liability company. By engaging our services, accessing our website, or executing any Statement of Work or Service Agreement referencing these Terms, you agree to be bound by these Terms in their entirety.

If you do not agree to these Terms, do not access our website or engage our services. We reserve the right to modify these Terms at any time; material changes will be communicated via our website.

Vivid Verde Digital LLC provides software development, digital strategy, automation engineering, API integration, data engineering, and related professional technology services ("Services"). The specific scope, deliverables, timeline, and compensation for each engagement are defined in a mutually executed Statement of Work ("SOW") or Service Agreement.

We reserve the right to decline or discontinue services at our discretion, subject to any obligations set forth in a fully executed agreement.

Upon full payment of all fees under a SOW, the Company assigns to Client all right, title, and interest in custom deliverables created specifically for Client under that SOW, excluding:

• ›Pre-existing intellectual property, tools, frameworks, libraries, or methodologies owned by the Company or third parties
• ›General-purpose components, utilities, or architectural patterns developed independently of the Client engagement
• ›Any open-source software governed by separate license terms

The Company retains a perpetual, royalty-free license to use non-proprietary deliverables and methodologies in future engagements.

Fees are as specified in each SOW. Unless otherwise agreed, payment terms are net fifteen (15) days from invoice date. Late payments accrue interest at the rate of one and one-half percent (1.5%) per month. The Company reserves the right to suspend services for accounts more than thirty (30) days past due.

All fees are non-refundable except as expressly provided in the applicable SOW or required by applicable law.

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law. "Confidential Information" means any non-public technical, business, or financial information disclosed in connection with the engagement.

Obligations of confidentiality survive termination of any engagement for a period of three (3) years, except with respect to trade secrets, which are protected indefinitely.

The Company warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Software deliverables are provided "as-is" upon acceptance by Client. The Company does not warrant that deliverables will be error-free or operate without interruption.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO THE COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Client agrees to indemnify, defend, and hold harmless the Company and its members, managers, officers, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's use of deliverables; (b) Client's breach of these Terms; or (c) any Client-provided materials that infringe third-party intellectual property rights.

Either party may terminate an engagement for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within fourteen (14) days of written notice. The Company may terminate for convenience upon thirty (30) days written notice, subject to payment for all work completed through the termination date.

Upon termination, each party shall promptly return or destroy the other's Confidential Information, and all provisions that by their nature should survive termination shall do so.

These Terms and all engagements hereunder are governed by the laws of the State of Wyoming, USA, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms shall first be addressed through good-faith negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association, with proceedings conducted in Wyoming.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect confidential information or intellectual property rights.