Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Client") and Tenacity ("Company," "we," "us," or "our"), governing your access to and use of our website, services, and software development solutions.

By accessing our website, engaging our services, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.

2. Services Provided

Tenacity provides custom software development services, including but not limited to:

• Web application development
• Mobile application development
• UI/UX design and consultation
• Software architecture and consultation
• Quality assurance and testing
• Maintenance and support services
• Technical consulting and strategy

Specific services will be detailed in individual project proposals, statements of work, or service agreements.

3. Service Agreements and Project Scope

All projects commence upon execution of a mutually agreed Statement of Work (SOW) or Service Agreement that outlines project scope, deliverables, timelines, and compensation terms.

Changes to project scope must be requested in writing and will be subject to change order procedures, which may affect project timelines and costs.

The Client agrees to provide timely feedback, necessary materials, and access to resources as outlined in the SOW to facilitate project completion.

4. Payment Terms

Unless otherwise specified in a separate agreement:

• Payment terms will be specified in each project agreement or SOW
• Invoices are due within 30 days of issuance unless otherwise agreed
• Late payments may incur a monthly interest charge of 1.5% or the maximum allowed by law
• We reserve the right to suspend services for accounts with overdue balances
• All fees are exclusive of applicable taxes, which are the Client's responsibility

5. Intellectual Property Rights

Client-Owned IP: Upon full payment, the Client will own all custom-developed deliverables specifically created for the Client as outlined in the SOW, excluding pre-existing materials and third-party components.

Company-Owned IP: We retain ownership of all pre-existing intellectual property, proprietary tools, frameworks, methodologies, and general knowledge developed prior to or independent of the engagement.

Third-Party Components: Any third-party software, libraries, or components incorporated into deliverables remain subject to their respective licenses.

Portfolio Rights: We reserve the right to use project work in our portfolio, case studies, and marketing materials unless otherwise agreed in writing.

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the course of the engagement. This obligation continues for three (3) years following project completion or termination of services.

Confidential information does not include information that: (a) is or becomes publicly available through no breach of this agreement, (b) was rightfully known prior to disclosure, (c) is rightfully obtained from a third party, or (d) is independently developed.

7. Warranties and Representations

Our Warranties: We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. Any warranty claims must be made within 30 days of delivery.

Client Warranties: Client warrants that: (a) they have the authority to enter into this agreement, (b) materials provided to us do not infringe on third-party rights, and (c) they will comply with all applicable laws.

Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TENACITY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION.

OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY PROJECT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THAT SPECIFIC PROJECT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Indemnification

Client agrees to indemnify, defend, and hold harmless Tenacity from any claims, damages, losses, and expenses (including reasonable attorney fees) arising from: (a) Client's use of deliverables, (b) breach of these Terms, (c) violation of applicable laws, or (d) infringement claims related to Client-provided materials.

10. Term and Termination

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

• Client shall pay for all services performed up to the termination date
• We will deliver all completed work and work-in-progress
• IP ownership transfers only for fully paid deliverables
• Confidentiality obligations survive termination

11. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet/utility failures.

12. Dispute Resolution

Any disputes arising from these Terms or our services shall first be subject to good-faith negotiation between the parties for 30 days.

If negotiation fails, disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, with the prevailing party entitled to reasonable attorney fees and costs.

13. General Provisions

Governing Law: These Terms are governed by the laws of the jurisdiction in which Tenacity is registered, without regard to conflict of law principles.

Entire Agreement: These Terms, together with any SOW or service agreement, constitute the entire agreement between the parties and supersede all prior agreements.

Severability: If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

Waiver: Failure to enforce any provision does not constitute a waiver of future enforcement.

Assignment: Client may not assign these Terms without our written consent. We may assign to affiliates or in connection with a merger or sale.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website. Continued use of our services after changes constitutes acceptance of modified Terms. Material changes will be communicated to active clients via email.

15. Contact Information

For questions regarding these Terms of Service, please contact us through our form.