Terms & Conditions

These Terms and Conditions ("Terms") are a binding agreement between you ("you", "Client") and NEXUDEV LLC, a Limited Liability Company organized under the laws of the State of Wyoming, United States ("NEXUDEV", "we", "us", "our"). Our registered office is: 30 N Gould St Ste R Sheridan, WY 82801 US By accessing our website, requesting a proposal, or engaging us for services, you agree to these Terms. If you do not agree, do not use our website or services. If you are entering into these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

NEXUDEV provides digital services including but not limited to: • Web Development (custom websites, web applications, e-commerce) • DevOps & Cloud Services (CI/CD, infrastructure management) • UI/UX Design (user interface, user experience, prototyping) • E-Commerce Solutions (Shopify, WordPress, custom platforms) • AI & Automation (chatbots, workflow automation, data analysis) • AI Agents & Workflows (autonomous agents, multi-agent orchestration, tool integration) • Digital Marketing (SEO, content marketing, social media) • Branding (logo design, brand identity, guidelines) The specific scope of services for any engagement is defined in a separate written proposal, statement of work, or service agreement ("Project Agreement"). Where a Project Agreement conflicts with these Terms, the Project Agreement controls for that engagement.

All projects require a signed agreement or accepted proposal that outlines: • Project scope and deliverables • Timeline and milestones • Pricing and payment terms • Revision policies • Ownership and intellectual property rights Any changes to the agreed scope may result in additional charges and timeline adjustments, which will be documented in writing before the additional work begins.

Unless a Project Agreement states otherwise: • A deposit (typically 50%) is required to begin work • The remaining balance is due upon project completion • Invoices are due within 14 days of receipt • Amounts are stated and payable in U.S. Dollars (USD) • Late balances accrue interest at 1.5% per month, or the maximum permitted by Wyoming law, whichever is lower • We may suspend work on accounts more than 30 days past due • We accept bank transfers, credit cards, and other payment methods as agreed Fees are exclusive of sales, use, VAT, GST, withholding, and similar taxes. You are responsible for all such taxes other than taxes on our net income. Any tax exemption must be supported by a valid certificate provided before invoicing.

Upon our receipt of payment in full for the relevant deliverables: • Client receives full ownership of the custom-developed code and assets created specifically for the Client under the Project Agreement • Third-party and open-source components remain subject to their respective licenses • Pre-existing intellectual property remains with its original owner NEXUDEV retains ownership of its pre-existing materials, tools, frameworks, libraries, and general know-how ("Background IP"). Where Background IP is embedded in a deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use it as part of that deliverable. NEXUDEV retains the right to describe and display the work in portfolios and marketing materials unless the Project Agreement states otherwise. Until payment is received in full, all work product remains the property of NEXUDEV.

Client agrees to: • Provide accurate and timely information, materials, approvals, and feedback • Obtain all necessary rights, licenses, and permissions for any content it provides to us • Ensure its use of the deliverables complies with applicable laws and regulations • Maintain independent backups of important data and content • Make timely payments according to agreed terms Client represents and warrants that materials it supplies do not infringe any third party's rights and do not violate any applicable law.

Each party agrees to protect the other's confidential information, including: • Business information shared during the project • Technical details and proprietary methods • Customer data and personal information • Financial terms and agreements Confidential information excludes information that is or becomes public through no fault of the receiving party, was already known to the receiving party without a duty of confidence, is independently developed without reference to the disclosing party's information, or is rightfully received from a third party. A party may disclose confidential information where required by law, subpoena, or court order, provided it gives reasonable advance notice where legally permitted. These obligations survive for three (3) years after completion or termination of the engagement, and indefinitely for trade secrets.

We warrant that our services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards, and that deliverables will substantially conform to the specifications in the applicable Project Agreement. EXCEPT AS EXPRESSLY STATED ABOVE, THE WEBSITE, SERVICES, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, NEXUDEV LLC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the services or deliverables will be uninterrupted, error-free, or free of harmful components, or that they will produce any particular business, revenue, ranking, or traffic outcome. Third-party products, platforms, hosting, and services are provided under their own terms and warranties, and we are not responsible for them.

TO THE FULLEST EXTENT PERMITTED BY LAW: • NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. • NEXUDEV LLC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO NEXUDEV LLC FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT. These limitations apply regardless of the theory of liability and form an essential basis of the bargain between the parties. They do not apply to a party's fraud, willful misconduct, or liability that cannot be limited under applicable law. Some jurisdictions do not allow certain exclusions or limitations, so parts of this section may not apply to you.

NEXUDEV LLC is a limited liability company formed under the Wyoming Limited Liability Company Act (Wyo. Stat. § 17-29-101 et seq.). Consistent with Wyo. Stat. § 17-29-304, a debt, obligation, or other liability of NEXUDEV LLC is solely the debt, obligation, or liability of the company. No member, manager, officer, employee, or agent of NEXUDEV LLC is personally liable for such obligations solely by reason of acting in that capacity. You agree to bring any claim relating to the services solely against NEXUDEV LLC and not against any individual member, manager, officer, employee, contractor, or agent.

Client agrees to indemnify, defend, and hold harmless NEXUDEV LLC and its members, managers, officers, employees, contractors, and agents from and against any third-party claims, damages, liabilities, costs, and reasonable attorneys' fees arising out of: • Content, data, or materials Client supplied to us • Client's use of the deliverables in violation of law or third-party rights • Client's breach of these Terms or of a Project Agreement NEXUDEV agrees to indemnify Client against third-party claims that a deliverable created by us, as delivered and used as permitted, infringes a U.S. copyright or trade secret, excluding claims arising from Client-supplied materials, third-party components, or modifications not made by us. The indemnified party must promptly notify the indemnifying party, allow it to control the defense, and provide reasonable cooperation.

Either party may terminate a Project Agreement: • For convenience, with the written notice period specified in that agreement (30 days if unspecified) • Immediately, for material breach that remains uncured 15 days after written notice • Immediately, if the other party becomes insolvent or subject to bankruptcy proceedings Upon termination, Client shall pay for all work performed and expenses incurred through the effective date of termination. Deposits covering work already performed are non-refundable. Sections concerning payment, intellectual property, confidentiality, disclaimers, limitation of liability, LLC status, indemnification, and dispute resolution survive termination.

Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including acts of God, natural disaster, fire, flood, war, terrorism, civil unrest, labor disputes, epidemic or pandemic, governmental action, failures of the internet or public telecommunications networks, power failures, or outages of third-party hosting or cloud providers. The affected party shall give prompt notice and use reasonable efforts to resume performance.

These Terms and any dispute arising out of or relating to them or to our services are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Informal resolution. The parties will first attempt in good faith to resolve any dispute through direct negotiation for at least thirty (30) days after written notice of the dispute. Binding arbitration. If the dispute is not resolved, it shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Sheridan County, Wyoming. The arbitrator's award may be entered in any court of competent jurisdiction. This agreement to arbitrate is governed by the Federal Arbitration Act. Exceptions. Either party may bring an action in a court of competent jurisdiction for injunctive or equitable relief to protect its intellectual property or confidential information, and either party may pursue a claim in small claims court where it qualifies. Venue. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Sheridan County, Wyoming, and waive any objection based on inconvenient forum. Class action waiver. To the fullest extent permitted by law, disputes will be resolved on an individual basis only, and not as a plaintiff or class member in any class, collective, or representative proceeding. Time limit. Any claim arising out of these Terms must be brought within one (1) year after the claim accrued, except where a longer period is required by applicable law.

NEXUDEV performs services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party may bind the other or incur obligations on the other's behalf. Personnel used by NEXUDEV to perform services remain solely under our direction and control, and we are responsible for their compensation and applicable taxes.

Entire agreement. These Terms, together with any applicable Project Agreement, constitute the entire agreement between the parties on this subject and supersede all prior discussions and proposals. Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions stay in full force. No waiver. A party's failure to enforce any provision is not a waiver of its right to do so later. Assignment. Client may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets. We may assign to an affiliate or successor. These Terms bind and benefit the parties' permitted successors and assigns. Notices. Notices must be in writing and sent to contact@NEXUDEV.com (for NEXUDEV) or to the email address on file (for Client), and are deemed given on the next business day after transmission. Notices to NEXUDEV may alternatively be delivered to our registered office at 30 N Gould St Ste R, Sheridan, WY, 82801. Electronic acceptance. The parties agree that electronic signatures and records satisfy any legal writing requirement under the federal E-SIGN Act and the Wyoming Uniform Electronic Transactions Act. Export and sanctions. Client represents it is not located in, or a national of, any country subject to U.S. embargo, and is not on any U.S. government restricted-party list. Headings. Section headings are for convenience only and do not affect interpretation. Language. These Terms are drafted in English, which controls in the event of any translation conflict.

NEXUDEV may modify these Terms at any time. Changes take effect when posted to this page, and we will update the "Last updated" date above. Your continued use of our website or services after changes take effect constitutes acceptance of the revised Terms. For engagements already underway, the Terms in effect on the date the applicable Project Agreement was signed continue to govern that engagement unless the parties agree otherwise in writing.

For questions about these Terms and Conditions, please contact us: NEXUDEV LLC 30 N Gould St Ste R Sheridan, WY 82801 US Email: contact@NEXUDEV.com Phone: +1 (917) 730-3672 We aim to respond to all inquiries within 24 business hours.