Terms & Conditions

1. Definitions

1.1. “ABSOVANA“, “we”, “us”, or “our” refers to ABSOVANA, the provider of the Services.

1.2. “Client“, “you”, or ““your” refers to any individual or entity using our Services.

1.3. “Services” refers to all services provided by ABSOVANA, including but not limited to Custom Web & Web Application Development, Frontend & Backend Development, Cloud & SaaS Development, QuickBooks & Payment Services Integration, WordPress & Shopify Development, and Custom API and Webhook Integrations.

2. Services

2.1. ABSOVANA agrees to provide the Services as described on our website and in our service agreements. All Services are provided based on the scope and specifications mutually agreed upon by ABSOVANA and the Client.

2.2. The scope, features, and functionality of the Services are described in our service descriptions, proposals, and contracts. We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Services.

3. Client Responsibilities

3.1. Provision of Information: The Client agrees to provide accurate, complete, and timely information as requested by ABSOVANA to perform the Services.

3.2. Compliance: The Client agree to comply with all applicable laws, regulations, and third-party rights in connection with your use of the Services.

3.3. Copyright and Trademarks: The Client is responsible for ensuring that all data and materials provided to ABSOVANA do not infringe on any third-party intellectual property rights.

3.4. Account Security: The Client is responsible for maintaining the confidentiality of your account information 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.

4. Fees and Payment

4.1. Fees: The Client agrees to pay all fees and charges for the Services in accordance with the pricing terms specified in the service agreement. Fees for the Services are specified in the applicable proposal or contract. ABSOVANA reserves the right to modify its fees at any time, upon reasonable notice to you.

4.2. Change orders: Client are charged at an hourly rate. The Client agrees to pay all fees and charges for the Change Order Services in accordance with the pricing terms specified in the service agreement.

4.3. Payment Terms: Payment terms are specified in the applicable proposal or contract. You agree to pay all fees in accordance with the agreed terms. Late payments may incur 15% interest and collection and attorney costs.

4.4. Taxes: All fees are exclusive of any taxes, levies, or duties imposed by taxing authorities. You are responsible for paying any applicable taxes.

5. Intellectual Property

5.1. Ownership: All intellectual property rights in the materials, software, and content provided by ABSOVANA remain the property of ABSOVANA or its licensors. The Client is granted a non-exclusive, nontransferable license to use such materials solely for the purposes outlined in the service agreement.

5.2. Client Ownership: The Client retains ownership of all intellectual property rights in any data or materials provided to ABSOVANA for the performance of the Services.

5.3. License: Subject to your compliance with these Terms, ABSOVANA grants you a limited, non-exclusive, non-transferable, revocable license to use the Services for your internal business purposes.

6. Confidentiality

6.1. Confidential Information: “Confidential Information” includes any business, technical, or financial information disclosed by one party to the other. Both parties agree to maintain the confidentiality of such information and not to disclose it to any third party without the other party’s prior written consent.

6.2. Exceptions: Confidential Information does not include information that is (a) publicly available, (b) already in the receiving party’s possession, (c) independently developed, or (d) rightfully obtained from third parties.

7. Warranties and Disclaimers

7.1. Warranties: ABSOVANA warrants that the Services will be provided in a professional and workmanlike manner.

7.2. Disclaimers: Except as expressly provided herein, the Services are provided “as is” and “as available,” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

8. Limitation of Liability

8.1. To the maximum extent permitted by law, ABSOVANA shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from

(i) your use of the Services;

(ii) any unauthorized access to or use of our servers and/or any personal information stored therein;

(iii) any interruption or cessation of transmission to or from the Services;

(iv) any bugs, viruses,
trojan horses, or the like that may be transmitted to or through our Services by any third party;

(v) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted,
emailed, transmitted, or otherwise made available through the Services; and/or

(vi) the defamatory, offensive, or illegal conduct of any third party.

9. Indemnification

9.1. The Client agrees to indemnify, defend, and hold harmless ABSOVANA, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to

(i) the Client’s use of the Services;

(ii) any breach of these Terms by the Client;

(iii) any violation of applicable law by the Client; or

10. Termination

10.1. Termination by You: You may terminate your use of the Services at any time by notifying ABSOVANA and ceasing all use of the Services.

10.2. Termination by ABSOVANA: ABSOVANA may terminate or suspend your access to the Services at any time, with or without cause, with or without notice. Upon termination, your right to use the Services will immediately cease.

11. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or related to them, or the Services will be governed by and construed in
accordance with the laws of the state where ABSOVANA is headquartered, without regard to its conflict of law
principles. Any disputes arising out of or related to these Terms, or the Services shall be resolved exclusively in the
state or federal courts located in Texas, Houston, and you and ABSOVANA consent to personal jurisdiction and venue
in these courts.

12. Miscellaneous

12.1. Entire Agreement: These Terms constitute the entire agreement between you and ABSOVANA and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

12.2. Amendments: ABSOVANA may update these Terms from time to time. We will notify you of any changes by posting the new Terms on our website. Your continued use of the Services after the changes take effect constitutes your acceptance of the revised Terms.

12.3. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.

12.4. Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and ABSOVANA’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

12.5. Assignment: You may not assign or transfer any of your rights or obligations under these Terms without ABSOVANA’s prior written consent. ABSOVANA may assign or transfer any or all of its rights under these Terms, in whole or in part, without your consent.

12.6. Force Majeure: ABSOVANA shall not be liable for any failure or delay in performing its obligations under these Terms due to any cause beyond its reasonable control, including but not limited to acts of God, war, strikes, labor disputes, governmental orders, or any other force majeure event.

13. Acceptance of Terms

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and any additional terms and conditions referenced herein or available by hyperlink. If you do not agree to all of these terms, do not use our Services.

14. Contact Information

If you have any questions about these Terms, please contact us at: [email protected]