Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and NexaForge Digital LLC ("NexaForge," "Company," "we," "our," or "us"), a Texas limited liability company. These Terms govern your use of our website at nexaforge.com and any services we provide to you.

2. Services

NexaForge provides web design, web development, mobile application development, UI/UX design, SEO, digital marketing, and related digital services. The specific scope, deliverables, timeline, and pricing for any engagement will be defined in a separate Statement of Work (SOW) or Project Agreement signed by both parties.

3. Client Responsibilities

As a client, you agree to:

• Provide timely feedback, approvals, and materials as requested
• Designate a primary point of contact for the project
• Ensure all content and assets you provide are legally owned or licensed by you
• Pay invoices according to the agreed payment schedule
• Not use our services for any illegal, harmful, or deceptive purpose

4. Intellectual Property

4.1 Work Product Ownership

Upon receipt of full payment, NexaForge assigns to Client all rights, title, and interest in the custom deliverables created specifically for that Client under the project agreement. This includes website code, design files, and content created by NexaForge for the project.

4.2 Pre-Existing Materials

NexaForge retains ownership of all pre-existing intellectual property, including proprietary code libraries, frameworks, design systems, and tools developed prior to or independently of the Client engagement. Client receives a non-exclusive license to use such materials as incorporated into their deliverables.

4.3 Third-Party Components

Projects may incorporate open-source software, licensed stock assets, or third-party plugins. Clients are responsible for complying with applicable licenses for such components.

4.4 Portfolio Rights

Unless Client requests otherwise in writing, NexaForge reserves the right to display completed work in its portfolio and marketing materials.

5. Payment Terms

• All prices are in US Dollars unless otherwise specified
• Standard payment structure: 40% at project kickoff, 30% at design approval, 30% at launch
• Invoices are due within 14 days of issuance unless otherwise agreed
• Late payments accrue interest at 1.5% per month
• NexaForge may suspend work on accounts with overdue invoices
• All fees are exclusive of applicable taxes

6. Revisions and Change Orders

Each project package includes a specified number of revision rounds. Additional revisions beyond the included allotment will be billed at our standard hourly rate. Material changes to project scope—including new features, additional pages, or significant design changes—will require a written Change Order with updated pricing and timeline.

7. Confidentiality

Both parties agree to keep confidential any proprietary information, trade secrets, business strategies, or technical data disclosed during the engagement. This obligation survives termination of the agreement for 3 years. NexaForge will sign a mutual NDA upon request.

8. Warranties and Disclaimers

NexaForge warrants that deliverables will substantially conform to the agreed specifications. EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. NEXAFORGE DOES NOT WARRANT THAT DELIVERABLES WILL BE ERROR-FREE OR THAT THEY WILL MEET ALL BUSINESS OBJECTIVES.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXAFORGE'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL NEXAFORGE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

10. Termination

Either party may terminate a project with 30 days written notice. Upon termination:

• Client pays for all work completed to date
• NexaForge delivers all completed work product
• Deposits are non-refundable unless NexaForge terminates without cause
• Both parties remain bound by confidentiality obligations

11. Governing Law

These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles. Any disputes shall be resolved in the state or federal courts located in Travis County, Texas.

12. Dispute Resolution

Before initiating legal action, both parties agree to attempt good-faith negotiation for 30 days. If unresolved, disputes shall be submitted to binding arbitration under the American Arbitration Association Commercial Arbitration Rules.

13. Contact

For questions about these Terms, contact us at legal@nexaforge.com or at our address: 512 Digital Ave, Suite 200, Austin, TX 78701.