Terms of Service

1. Acceptance of Terms

By accessing the NVXA LLC website at www.nvxa.buzz or by engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are accessing or using the website or services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms, and the term you shall refer to both you individually and your organization.

If you do not agree with any part of these Terms of Service, you must immediately discontinue use of our website and services. We reserve the right to update or modify these terms at any time, with updated terms posted on this page. Your continued use of the website or services after changes become effective constitutes your acceptance of the revised terms.

2. Description of Services

NVXA LLC provides professional services within the Computer Systems Design and Related Services industry and the broader Professional, Scientific, and Technical Services sector. Our services include, but are not limited to:

• Computer systems design and architecture
• Enterprise architecture strategy and blueprinting
• Cloud infrastructure design, migration, and management
• Systems integration and interoperability solutions
• Professional technical consulting and advisory
• Any other services described in a Statement of Work executed between NVXA LLC and the client

All services are delivered pursuant to a written engagement letter, Statement of Work, or service agreement executed by both parties. The specific scope, deliverables, timelines, fees, acceptance criteria, and other terms of each engagement are defined in the applicable Statement of Work. Nothing on this website constitutes a binding offer, representation, or warranty to perform services or deliver results.

3. User Obligations and Acceptable Use

3.1 Website Use

You may browse and use our website for informational purposes and to learn about our services. When using our website, you agree to comply with all applicable laws and regulations, and you agree not to:

• Use the website in any manner that could damage, disable, overburden, or impair the website or interfere with any other party use of the website.
• Attempt to gain unauthorized access to any portion of the website, other accounts, computer systems, or networks connected to the website, through hacking, password mining, or any other means.
• Use any automated means, including robots, spiders, scrapers, or data mining tools, to access, monitor, or copy any content from the website without our prior written consent.
• Transmit any viruses, worms, Trojan horses, malware, or other harmful or disruptive code.
• Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity.
• Use the website for any unlawful purpose or in violation of any applicable federal, state, local, or international law or regulation.

3.2 Client Obligations

When engaging our services, the client agrees to cooperate in good faith, provide timely access to necessary information, systems, personnel, and facilities, and make available qualified personnel to review and approve deliverables within agreed timelines. Failure by the client to provide required cooperation may impact timelines, costs, and deliverable acceptance.

4. Intellectual Property

4.1 Our IP

All content on the NVXA LLC website, including text, graphics, logos, images, designs, software, and the compilation thereof, is the property of NVXA LLC or its content suppliers and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. The NVXA name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of NVXA LLC. You may not use such marks without our prior written permission.

4.2 Work Product and Deliverables

Unless otherwise agreed in writing, upon full payment for services rendered, NVXA LLC assigns to the client all right, title, and interest in and to the deliverables created specifically for that client under the applicable Statement of Work. NVXA LLC retains ownership of all pre-existing tools, libraries, frameworks, methodologies, know-how, techniques, concepts, and intellectual property that were developed prior to or independently of the engagement, even if incorporated into client deliverables. NVXA LLC retains a non-exclusive, royalty-free license to use such retained intellectual property for its own business purposes.

4.3 Client Materials

The client retains ownership of all materials, data, and intellectual property provided to NVXA LLC for the purpose of the engagement. The client grants NVXA LLC a non-exclusive, limited license to use such materials solely as necessary to perform the services under the applicable Statement of Work.

5. Confidentiality

Each party acknowledges that in the course of their business relationship, it may receive or have access to confidential and proprietary information of the other party, including trade secrets, technical data, business plans, client lists, and financial information. Confidential Information does not include information that is publicly known, was rightfully in the receiving party possession prior to disclosure, was independently developed without use of the disclosing party Confidential Information, or was rightfully received from a third party without restriction on disclosure.

Each party agrees to protect the other Confidential Information using the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care. Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to perform obligations under an executed Statement of Work.

6. Fees and Payment

Fees for services are as set forth in the applicable Statement of work or engagement letter. Unless otherwise specified, all fees are in United States dollars and are due within 30 days of the invoice date. Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less. The client is responsible for all applicable taxes, duties, and levies arising from the engagement, excluding taxes based on NVXA LLC net income.

7. Disclaimer of Warranties

The NVXA LLC website and its content are provided on an as-is and as-available basis without any warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, NVXA LLC disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

NVXA LLC does not warrant that the website will be uninterrupted, secure, or error-free, that defects will be corrected, or that the website or the servers that make it available are free of viruses or other harmful components. NVXA LLC does not make any representations or warranties regarding the use or the results of the use of the website in terms of its correctness, accuracy, reliability, or otherwise.

Service deliverables are subject only to the express warranties set forth in the applicable Statement of Work and are not subject to any additional warranties by implication or otherwise.

8. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall NVXA LLC, its officers, directors, employees, agents, contractors, or affiliates be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, goodwill, data, use, or other intangible losses, arising out of or in connection with your use of this website or your engagement of our services.

NVXA LLC total cumulative liability for any and all claims arising out of or related to a specific service engagement shall not exceed the total fees actually paid by the client to NVXA LLC under the applicable Statement of Work during the 12-month period immediately preceding the event giving rise to the claim.

These limitations apply regardless of the legal theory upon which the claim is based, whether in contract, tort, strict liability, or otherwise, and even if NVXA LLC has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, the liability of NVXA LLC shall be limited to the fullest extent permitted by law.

9. Indemnification

You agree to indemnify, defend, and hold harmless NVXA LLC, its officers, directors, employees, contractors, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys fees) arising out of or in connection with your breach of these Terms of Service, your violation of any applicable law or regulation, or your use of the website or services in a manner not authorized by these terms or any applicable Statement of Work.

10. Termination

NVXA LLC reserves the right to restrict, suspend, or terminate your access to the website and services at any time, with or without cause, and with or without notice, in its sole discretion. Either party may terminate a service engagement in accordance with the termination provisions set forth in the applicable Statement of Work or engagement letter. Upon termination, the client shall pay all fees for services rendered and expenses incurred through the effective date of termination. Provisions relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law shall survive termination.

11. Governing Law and Dispute Resolution

Any legal action, suit, or proceeding arising out of or relating to these Terms of Service shall be instituted exclusively in the federal courts of the United States sitting in the District of Utah or the state courts located in Utah County, Utah. Each party waives any objection to jurisdiction, venue, or inconvenient forum with respect to such courts, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action, suit, or proceeding.

Prior to commencing any formal legal proceedings, the parties agree to first attempt to resolve any dispute through good-faith negotiation. If the dispute cannot be resolved through negotiation within 30 days, either party may proceed to litigation as set forth above.

12. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms of Service if such failure or delay results from circumstances beyond the reasonable control of the affected party, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, power outages, internet or telecommunications failures, or any other event beyond the reasonable control of such party. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the effects of the force majeure event.

13. General Provisions

13.1 Severability

If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision, and these Terms of Service shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

13.2 Waiver

The failure of NVXA LLC to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Service shall be effective only if in writing and signed by an authorized representative of NVXA LLC.

13.3 Entire Agreement

These Terms of Service, together with the Privacy Policy and any applicable Statement of Work or engagement letter, constitute the entire agreement between you and NVXA LLC regarding the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

13.4 Assignment

You may not assign or transfer these Terms of Service or any rights or obligations hereunder without the prior written consent of NVXA LLC. NVXA LLC may assign these Terms of Service without restriction. Any attempted assignment in violation of this section shall be void.

13.5 Notices

Any notices or communications required under these Terms of Service shall be in writing and delivered by email to mail@nvxa.buzz or by certified mail to the address set forth below. Notices shall be deemed received upon actual receipt or upon confirmation of delivery.

14. Contact Information

For questions regarding these Terms of Service, contact: