Terms and Conditions

CODE AUTOMATION.AI LLC SERVICES AGREEMENT

This Services Agreement ("Agreement") is entered into by and between:

CodeAutomation.ai LLC ("Service Provider")
AND
The Buyer ("CodeAutomation Clients/Customers")

1. Introduction

This Agreement governs the terms and conditions under which CodeAutomation.ai LLC (the "Service Provider") provides software development and automation services to the Buyer. By engaging with our services, the Buyer agrees to the terms outlined in this Agreement. This Agreement is subject to change, and the Buyer should review it periodically for updates.

2. Scope of Services

The Service Provider shall deliver software development and automation services as described in the attached Scope of Work document. This includes but is not limited to:

• Software development, including custom-built solutions for automation.
• Application design, programming, testing, and deployment.
• Continuous support and maintenance for the services delivered.

Service Delivery:

• Services will primarily be delivered remotely unless otherwise agreed upon in writing.
• The start and completion dates for each project will be mutually agreed upon based on the scope of work.

3. Payment Terms

Pricing and Fees:

• The Buyer agrees to pay the Service Provider for the services as outlined in the proposal or project estimate provided.
• The payment terms are as follows:
  • Monthly or project-based billing (as mutually agreed).
  • Payments are due in advance for monthly services, and invoices will be sent on the 1st of each month.
  • Late payments will incur a 5% monthly late fee.

Payment Methods:

• Payments can be made via Stripe or Bank Transfer.
• Any other out-of-pocket expenses (e.g., hosting fees, third-party services, travel) will be billed separately and require prior approval from the Buyer.

4. Intellectual Property

Ownership:

• All intellectual property created for the Buyer under this Agreement will be owned by the Buyer upon full payment of all outstanding invoices. This includes all software, code, designs, and related materials developed as part of the services.

License:

• The Service Provider grants the Buyer a non-exclusive, royalty-free license to use any pre-existing intellectual property utilized in the delivery of services, subject to the terms of this Agreement.

5. Confidentiality

Both parties agree to keep all confidential information received from the other party during the course of this Agreement confidential. Confidential information does not include information that:

• Was already known to the receiving party prior to the disclosure.
• Is or becomes publicly available without fault of the receiving party.
• Is independently developed by the receiving party without reference to the disclosed confidential information.

6. Non-Solicitation Clause

The Buyer agrees that during the term of this Agreement and for five (5) years following its termination, the Buyer will not:

• Directly or indirectly solicit or hire any employees, contractors, or consultants of the Service Provider for the purpose of providing similar services or employment. This applies to current and former employees/contractors of CodeAutomation.
• Engage in business with the Service Provider's existing clients. The Buyer agrees not to contact or offer services to clients or engage in any business relationship with them during the course of this Agreement and for five (5) years after its termination.

Penalties for Violation:

• If the Buyer breaches this non-solicitation provision, they will be liable for a penalty fee of $150,000 to compensate the Service Provider for the damages incurred as a result of the breach.

7. Liability Limitation

The liability of the Service Provider under this Agreement shall be limited to the amount paid by the Buyer for the services rendered under this Agreement. The Service Provider shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of business, data, or profits.

8. Termination

This Agreement may be terminated by either party under the following conditions:

• For Cause: If either party breaches any material provision of this Agreement and fails to remedy the breach within 30 days of written notice.
• Without Cause: Either party may terminate the Agreement with written notice, provided the termination notice period is respected:
  • For monthly services, a 2-month notice is required after 1 month of service consumption.
  • After 6 months of service consumption, the notice period increases to 3 months.

9. Dispute Resolution

In the event of a dispute, both parties agree to first attempt to resolve the issue through mediation. If mediation fails, the dispute will be resolved through binding arbitration in the jurisdiction where the Service Provider is located.

10. General Provisions

Governing Law:
This Agreement will be governed by the laws of the state where the Service Provider’s headquarters are located.

Force Majeure:
Neither party shall be liable for any failure to perform their obligations under this Agreement if such failure is due to causes beyond their reasonable control, including but not limited to acts of God, war, or government actions.

Amendments:
This Agreement may only be amended or modified by a written document signed by both parties.

11. Acceptance of Terms

By engaging with our services, the Buyer agrees to the terms outlined in this Agreement. The Buyer acknowledges that they have read, understood, and accepted the terms set forth herein.

Service Provider
Company: CodeAutomation.ai LLC
Name: Adnan Ghaffar
Position: CEO/Founder
Email: adnan@codeautomation.ai
Email: adnan@codeautomation.dev