Terms of Service

1. Introduction

These Terms of Service (“Terms”) govern your access to and use of the website and services provided by Pixelate Solutions (“we,” “us,” or “our”). By visiting our website or engaging our custom development services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not access or use our services.

Pixelate Solutions provides custom software development, web development, AI integration, and consulting services. We deliver final products, perform partial work, or provide contracted hours on development projects as requested by our clients.

2. Services and Engagement

We offer a range of services including, but not limited to:

• Custom Web Development and Design
• AI Strategy, Integration, and Custom Solutions
• Partial Development Work or Hourly Contracting
• Ongoing Maintenance, Support, and Consulting

Prior to beginning any work, we will provide a written proposal or statement of work (“SOW”) outlining project scope, deliverables, timeline, and fees. Once you accept the SOW, we will commence services in accordance with that agreement.

3. Client Obligations

To facilitate our work, you agree to:

• Provide accurate and complete information, specifications, and materials in a timely manner;
• Grant necessary access to systems, repositories, or platforms as required for development;
• Review and approve deliverables or provide feedback promptly to avoid delays;
• Maintain responsibility for any third-party licensing, hosting, or subscription costs unless otherwise specified in the SOW;
• Ensure your personnel comply with any security or access protocols we establish.

Failure to meet client obligations may result in project delays, additional fees, or suspension of services until the issue is resolved.

4. Payment Terms

Unless otherwise stated in the SOW, all fees are due within thirty (30) days of the invoice date. We may require an initial deposit (typically 50%) before commencing work. Remaining balances are due upon delivery of milestones or final deliverables, as outlined in the SOW.

• Invoices not paid within thirty (30) days are subject to a late fee of 1.5% per month;
• Payments shall be made via credit card, bank transfer, or another method explicitly approved by Pixelate Solutions;
• All fees are exclusive of applicable taxes; you are responsible for any sales, VAT, or other taxes imposed by governmental authorities.

If you fail to make any payment when due, we may suspend work or terminate the agreement after providing fifteen (15) days’ written notice.

5. Intellectual Property

5.1 Ownership of Deliverables:Upon final payment, all deliverables (code, designs, documentation) created specifically for your project (“Work Product”) will be deemedwork made for hire and you will own all rights, title, and interest, subject to our rights in any pre-existing materials.

5.2 Pre-existing Materials:We retain ownership of any intellectual property, tools, libraries, frameworks, or templates that existed prior to or were developed outside the scope of your project (“Pre-existing Materials”). We grant you a perpetual, non-exclusive, worldwide, royalty-free license to use Pre-existing Materials as incorporated into the Work Product.

5.3 Third-Party Components:If the Work Product includes third-party software or components, you must comply with any separate license terms associated with those components. We will notify you in advance if any third-party licenses apply.

6. Confidentiality

Each party acknowledges that it may receive or have access to confidential information of the other party. “Confidential Information” includes non-public business information, trade secrets, technical data, and project details. Both parties agree to:

• Maintain confidentiality and not disclose Confidential Information to any third party without prior written consent;
• Use Confidential Information solely for the purpose of fulfilling obligations under these Terms;
• Take reasonable measures to protect Confidential Information from unauthorized access.

Confidential Information does not include information that is publicly known, independently developed, or rightfully obtained from a third party without restriction.

7. Warranties & Disclaimers

7.1 Our Warranties:We warrant that the services will be performed in a professional and workmanlike manner consistent with industry standards. For ninety (90) days after delivery, we will address any material defects in the Work Product at no additional cost, provided such defects are not caused by misuse or unauthorized modifications.

7.2 Disclaimers:Except as expressly set forth in these Terms, we disclaim all other warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

You acknowledge that technology products may have unknown vulnerabilities, and we do not guarantee uninterrupted or error-free performance.

8. Limitation of Liability

To the maximum extent permitted by law, in no event shall Pixelate Solutions and its officers, directors, employees, or agents be liable for:

• Any indirect, incidental, special, consequential, or punitive damages;
• Any loss of profits, revenue, data, or business opportunities;
• Any claim arising from third-party actions or services not under our control.

Our total aggregate liability for any claim arising out of or related to these Terms or the services shall not exceed the total fees paid by you to Pixelate Solutions under the applicable SOW in the twelve (12) months preceding the claim.

9. Indemnification

You agree to indemnify, defend, and hold harmless Pixelate Solutions and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorney’s fees) arising out of or relating to:

• Your breach of these Terms;
• Your violation of any applicable laws or regulations;
• Your infringement of any third-party intellectual property or privacy rights.

We will promptly notify you in writing of any claim for which indemnification is sought and give you an opportunity to control the defense and settlement.

10. Termination

Either party may terminate the SOW upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice.

Upon termination:

• You will pay for all work completed up to the termination date;
• We will deliver any partially completed Work Product, subject to payment;
• Licenses granted for any Pre-existing Materials will survive termination as set forth in Section 5.2;
• Sections regarding Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law will survive termination.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles. Any dispute arising under or related to these Terms shall be resolved in the state or federal courts located in Ingham County, Michigan, and both parties consent to the exclusive jurisdiction of such courts.

12. Changes to These Terms

We may modify these Terms from time to time. When we do, we will post the updated version on this page and update the “Last updated” date. Your continued use of our services after any changes indicates your acceptance of the new Terms. If you do not agree to the changes, you must stop using our services.

13. Contact Us

If you have questions or concerns about these Terms, please contact us:

• Email: legal@pixelate.solutions
• Address:
  

  Pixelate Solutions
  221 West Lake Lansing Road
  Suite 200
  East Lansing, MI 48823 USA

• Phone: +1 (616) 320-1776