These Terms of Service ("Terms") govern your access to and use of Excality's website, services, and products (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.
By accessing or using Excality's Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. These Terms constitute a legally binding agreement between you and Excality.
If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and your acceptance constitutes the organization's acceptance of these Terms.
Excality provides AI-powered software development services, including but not limited to:
We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice, and without liability to you.
To access certain features of our Services, you may need to create an account or engage with us through our contact forms. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate and current.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.
We reserve the right to suspend or terminate your account and access to our Services at our sole discretion, without notice, for conduct that we believe violates these Terms or is harmful to our interests, other users, or third parties.
Specific development projects and consulting engagements are governed by separate written agreements ("Project Agreements") that detail scope, deliverables, timelines, and pricing. These Terms supplement and are incorporated into all Project Agreements.
Changes to project scope, deliverables, or timelines require mutual written agreement. Additional work beyond the agreed scope may result in additional fees and timeline adjustments.
Clients are responsible for:
Fees for our Services are specified in Project Agreements or invoices. All fees are exclusive of applicable taxes, which you are responsible for paying.
Payment terms are specified in each Project Agreement. Typical payment structures include upfront deposits, milestone-based payments, or monthly retainers. Payment is due within the timeframe specified in the invoice.
Late payments may incur interest charges at the rate of 1.5% per month (or the maximum allowed by law, whichever is lower). We reserve the right to suspend Services for accounts with overdue payments.
Refund policies are specified in individual Project Agreements. Generally, fees for completed work are non-refundable. Deposits may be non-refundable once work has commenced.
You retain all rights to content, data, and materials you provide to us ("Client Content"). By providing Client Content, you grant us a license to use, reproduce, and modify it as necessary to perform our Services.
Upon full payment, you receive ownership of custom code and deliverables created specifically for your project ("Work Product"), as specified in the Project Agreement. This ownership transfer excludes:
All rights, title, and interest in our methodologies, processes, tools, branding, and proprietary technologies remain our exclusive property. You may not use our intellectual property without our prior written consent.
Unless otherwise agreed in writing, we reserve the right to use project information in our portfolio, case studies, and marketing materials. We will respect any confidentiality agreements and seek your approval before publishing detailed case studies.
Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our engagement. Confidential information includes business plans, technical data, customer information, and any information marked as confidential.
Confidentiality obligations do not apply to information that:
Confidentiality obligations survive termination of these Terms and continue for three (3) years from the date of disclosure, or as specified in a separate Non-Disclosure Agreement.
We warrant that our Services will be performed in a professional and workmanlike manner consistent with industry standards. For a period specified in the Project Agreement (typically 30-90 days), we will correct defects or errors in delivered Work Product at no additional charge.
EXCEPT AS EXPRESSLY PROVIDED IN PROJECT AGREEMENTS, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION.
We may utilize third-party AI services, APIs, cloud platforms, and tools in delivering our Services. We do not warrant or guarantee the availability, performance, or results of third-party services.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Excality BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR $10,000, WHICHEVER IS GREATER.
These limitations do not apply to liability arising from gross negligence, willful misconduct, fraud, or breaches of confidentiality obligations where such limitations are prohibited by applicable law.
You agree to indemnify, defend, and hold harmless Excality and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:
We will indemnify you against third-party claims that Work Product we create for you infringes that third party's intellectual property rights, provided you notify us promptly of the claim and allow us to control the defense.
You agree not to use our Services to:
These Terms commence when you first access our Services and continue until terminated in accordance with this section.
You may terminate an engagement by providing written notice as specified in the Project Agreement. You remain responsible for payment of all fees for work completed through the termination date.
We may terminate our Services immediately if you breach these Terms, fail to pay amounts due, or if continuing the engagement would cause legal or reputational harm.
Upon termination, you must pay all outstanding fees for work completed. We will provide work product completed through the termination date. Sections of these Terms that by their nature should survive termination will survive, including intellectual property rights, confidentiality, warranties, liability limitations, and dispute resolution provisions.
In the event of any dispute, claim, or controversy, the parties agree to first attempt to resolve the matter through good-faith negotiations.
If informal negotiations fail, disputes will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, unless otherwise agreed in a Project Agreement.
You agree that disputes will be resolved on an individual basis and waive any right to bring claims as a class action or representative proceeding.
These Terms are governed by the laws of the jurisdiction where Excality is registered, without regard to conflict of law principles.
These Terms, together with any Project Agreements and Privacy Policy, constitute the entire agreement between you and Excality regarding our Services and supersede all prior agreements and understandings.
We reserve the right to modify these Terms at any time. Material changes will be communicated via email or prominent website notice. Continued use of our Services after changes constitutes acceptance of modified Terms.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms to any affiliate or successor entity.
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, war, terrorism, labor disputes, or failures of third-party services.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
If you have any questions about these Terms or wish to discuss a project engagement, please contact us:
General Inquiries: contact@excality.com
Legal Questions: legal@excality.com
Website: https://excality.com