Terms of Service for Eagle Peak USA LLC (NUVEXN)Terms of Service
Effective Date: August 6, 2025
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. This Terms of Service agreement (the “Agreement” or “Terms”) is a legally binding contract between Eagle Peak USA LLC, an Arizona limited liability company doing business as NUVEXN (referred to as the “Company,” “we,” “us,” or “our”), and you (the “Client,” “you,” or “your”) governing your access to and use of the NUVEXN website (nuvexn.com) and related services (collectively, the “Platform”). By placing an order for services or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company or other entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you must not place an order or use the Platform.
1. Definitions
- For purposes of this Agreement, the following terms have the meanings set forth below. Other capitalized terms used in these Terms shall have the meanings given when first defined.
Client: The individual or legal entity that purchases or uses the Services from the Company. “Client” also includes any authorized representatives of the purchasing entity.
Company: Eagle Peak USA LLC, an outsourcing services provider based in Tucson, Arizona, operating the Platform under the brand name “NUVEXN.” The terms “Company,” “we,” “us,” or “our” refer to Eagle Peak USA LLC and its employees and authorized agents.
Platform: The Company’s website (nuvexn.com) and any associated online applications, portals, or communication systems used to provide the Services and facilitate orders.
Services: All digital creative services and product procurement services offered by the Company through the Platform. This includes, but is not limited to, graphic design, software or website development, digital marketing, content writing and translation, video and animation production, data processing, Supply Services (product sourcing and supply chain management), and any other professional or creative work the Company agrees to perform for the Client. Services encompass the full project execution and quality control management performed by the Company on the Client’s behalf.
Deliverables: The work product, files, materials, goods, or other results of the Services to be delivered to the Client by the Company. Deliverables may include digital files (e.g. designs, code, documents, graphics, videos) or physical products/samples in the case of product sourcing, as specified in the order.
Outsourcing Members: The Company’s internal team members, employees, and any third-party contractors, suppliers, or service providers engaged by the Company to fulfill or assist in providing the Services. These individuals or entities work under the Company’s direction or partnership. Outsourcing Members are not parties to this Agreement; the Company remains responsible for delivering the Services to the Client.
Intellectual Property (IP): All intellectual property rights and proprietary rights worldwide, whether registered or unregistered, associated with creative works or inventions. This includes copyrights, trademarks, service marks, trade secrets, patents, moral rights, and any other ownership rights in creative content, designs, software code, documentation, or other materials. “Intellectual Property” also refers to the tangible and intangible results of the Services (the Deliverables) and any related materials.
2. Scope of Services
2.1 Services Provided: The Company offers a range of global digital creative services and product procurement services to Clients, as described on the Platform and in individual order specifications. These Services may include graphic and web design, software development, writing and translation, video production and animation, digital marketing campaigns, data analysis, product sourcing and supply chain assistance, and other professional creative or technical tasks. The exact scope of work for each project will be defined in the Client’s order or project proposal.
2.2 Managed Outsourcing: The Company will fully manage the execution of each project. This means the Company will assign tasks to its qualified in-house personnel or vetted Outsourcing Members, oversee and coordinate the work, and implement quality control measures to ensure the Deliverables meet the agreed requirements. The Company acts not as a freelance marketplace or mere intermediary, but as the provider of Services to the Client. While the Company may delegate or subcontract portions of the work to Outsourcing Members (e.g. specialized freelancers or partner firms), such delegation will be under the Company’s supervision and responsibility. The Client’s contract and legal relationship remain with the Company alone.
2.3 No Endorsement of Third Parties: The Company may from time to time recommend or utilize certain third-party tools, platforms, or content (for example, use of stock images, software libraries, or suppliers in product sourcing). The Company will exercise due diligence in selecting Outsourcing Members and third-party resources, but the Company does not separately warrant or guarantee any third-party product or service outside the scope of the Company’s direct Services. All work and Deliverables provided to Client will be subject to the Company’s quality standards and this Agreement, regardless of which Outsourcing Members or third-party resources were employed in delivering the project.
3. Orders and Payment
3.1 Placing Orders – Binding Contract: When the Client submits an order for Services through the Platform (for example, by completing an order form, selecting a service package, or requesting a custom quote and then making payment), that order constitutes an offer to purchase the specified Services from the Company under these Terms. The Company reserves the right to accept or decline any order in its discretion (for example, if a project request is outside our expertise or capacity). An order is deemed accepted and a binding contract is formed once the Company confirms acceptance of the order by sending a confirmation email or other written notice to the Client. Email shall be the primary method of confirming orders and communicating acceptance of this Agreement. By placing an order, the Client acknowledges and agrees that they are entering into a legally binding contract with the Company, even if the Platform does not require the Client to check a box affirming acceptance of these Terms during the checkout process. If you do not agree to these Terms, do not place an order.
3.2 Upfront Payment Requirement: All Services must be paid in full upfront at the time of order placement, unless otherwise expressly agreed by the Company in writing. The Company does not offer installment payment plans, credit terms, or “pay later” arrangements. The applicable fees for the Services (and any applicable taxes or transaction charges) will be clearly indicated on the Platform or in your custom quote/invoice. By submitting an order, the Client agrees to pay the total amount due for the ordered Services. The Company will not commence work on any project until full payment has been received and confirmed. Time for payment is of the essence; failure to timely pay may result in order cancellation or delays.
3.3 Pricing and Changes: All prices for Services are as listed on the Platform for standard offerings or as negotiated in a custom proposal. The Company reserves the right to modify its pricing or service offerings at any time, but no price change will affect an already-confirmed order. If the Client requests any changes to the scope of an ongoing project that impact the cost (e.g. additional features or deliverables not agreed initially), any additional fees will be discussed and must be agreed in writing (email is sufficient) before the extra work is done.
3.4 Order Confirmation & Communication: The Company will send an order confirmation via email to the Client after payment is received. This confirmation will outline the project details, expected timeline, and next steps. The Client is responsible for providing a valid email address and checking for communications. Email communication from the Company (including order confirmations, project updates, revision requests, and notices under this Agreement) shall be deemed received by the Client on the day sent, regardless of whether the Client affirmatively replies. The Client agrees that email communications satisfy any legal requirement that such communications be in writing.
3.5 No Chargebacks or Illegitimate Payment Disputes: By purchasing Services, the Client agrees that all charges are valid and authorized. The Client shall not initiate a chargeback, reversal, or payment dispute with their bank or payment provider without first providing the Company an opportunity to resolve the issue in accordance with these Terms. Any chargeback or payment reversal initiated by the Client in bad faith, or in violation of this Agreement (for example, attempting to avoid the no-refund policy after Deliverables have been provided), will be considered a material breach of this Agreement. In such cases, the Company reserves the right to suspend further services, retain or revoke the Client’s access to any Deliverables, and/or pursue legal action and collection efforts to recover owed amounts, including attorneys’ fees and costs.
3.6 Taxes: The Client is responsible for any sales, use, value-added, or other taxes or governmental charges on the Services as applicable by law. Unless otherwise stated, the fees quoted for Services include any applicable taxes the Company is required to collect. If any taxes are not included or assessed at checkout but are later determined to apply to your purchase, the Company reserves the right to invoice you for such amounts.
3.7 Non-Refundability of Payments: Except as expressly provided in Section 4 (Refund Policy) of these Terms or required by applicable law, all payments are non-refundable. The Client acknowledges that the Company allocates resources and begins project planning and execution upon order confirmation, and thus refunds are limited to the conditions outlined below.
4. Revision and Refund Policy
The Company is committed to delivering high-quality work and ensuring Client satisfaction. However, to protect both parties, the following revision and refund policies apply:
4.1 Revisions Included: Each project order includes a limited number of free revision rounds as part of the Service. The specific number of included revisions (e.g., a certain number of design revisions or draft reviews) will be defined in the service description or project proposal. These revisions allow the Client to request reasonable changes or tweaks to the Deliverables to better meet the agreed requirements. Included revisions must remain within the original project scope – they are intended to refine or correct the agreed-upon Deliverables, not to introduce new unrelated requests. If the Client exhausts the included revision rounds or requests changes that deviate from the original scope, the Company may, at its discretion, either accommodate the request with an added fee or treat it as a request for additional services which will require a separate order or change order. The Company will always seek the Client’s approval on any additional costs before proceeding with out-of-scope revisions.
4.2 Revision Process and Timelines: To ensure an efficient workflow, the Client should submit revision requests or feedback within any timeframe specified by the Company (or, if no specific timeframe is given, within seven (7) days of receiving the Deliverable or draft in question). The Client’s feedback should be clear and consolidated – the Company may ask for clarification if needed. The Company will address revision requests as promptly as possible and return updated Deliverables for the Client’s review. The Client and Company shall cooperate in good faith during the revision process to finalize the Deliverables in a timely manner. Delays in the Client’s feedback or approval may result in corresponding delays in project completion, for which the Company is not responsible.
4.3 Refund Requests (Initial Cancellation Window): The Company understands that a Client may occasionally need to cancel an order shortly after placement. The Client may request a cancellation and refund within twenty-four (24) hours of the Company’s order confirmation, provided that work on the project has not yet commenced or significant resources allocated. To request a cancellation, the Client must contact the Company in writing (via email) within this 24-hour window and provide the reason for the cancellation request. The Company will review the request and, in its sole discretion, decide whether to approve the refund. Approval of a refund at this stage will generally require a valid and genuine reason (for example, an accidental duplicate order or an immediate change in business needs). If the refund is approved, the Company will cancel the project and refund the Client’s payment in full (or in part, if only a partial cancellation is requested), usually via the original payment method.
4.4 No Refunds After Project Start (Production Phase): After the initial 24-hour window has passed, or once the Company has begun substantive work on the project (whichever occurs first), the order is deemed to have entered the “production phase” and is no longer eligible for cancellation with a refund. The Client understands that once our team starts working and resources are committed to a project, the fees for Services become earned and non-refundable. This policy is necessary because the Services involve the investment of time and labor that cannot be “returned.” Except for the limited circumstances described in Section 4.5 below, the Company will not issue refunds after the production phase has started.
4.5 Quality Assurance and Remedy for Unsatisfactory Deliverables: The Company’s goal is to deliver Deliverables that meet the agreed specifications and quality standards. If the Client, upon receiving the final Deliverables, is genuinely unsatisfied with the quality or believes the Deliverables do not conform to the agreed requirements, the Client must notify the Company in writing, detailing the specific issues. In such cases, the Client’s sole and exclusive remedy is as follows: the Company will, at its own cost, rework or correct the Deliverables to address the issues, or assign a new team or Outsourcing Member to redo or improve the work, as necessary to achieve the initial project scope and requirements. The Client shall allow the Company a reasonable opportunity to cure any deficiency in the Services. The Company will prioritize remedial work and continue to work in good faith until the Deliverables meet the specifications or the Client expresses satisfaction, subject to the limits of the agreed scope. If after multiple attempts the Deliverables still do not meet the defined requirements, the Company may, at its discretion, offer a goodwill refund or credit not exceeding the amount paid for the Service, but is not obligated to do so. Outside of the explicit refund window in Section 4.3, rework and revision is the Client’s exclusive remedy for dissatisfaction; refunds will not normally be provided once work has been performed.
4.6 No Charge for Approved Warranty Rework: Any rework of Deliverables performed under the quality assurance guarantee in section 4.5 will be provided at no additional charge to the Client, so long as the Client’s complaints are made in good faith and concern deviations from the original requirements or substandard quality relative to what was promised. However, if the Client requests modifications that are new or additional to the original scope (not corrections of a deficiency), such requests will be handled as new work (see Section 4.1 regarding out-of-scope revisions).
4.7 Final Approval of Deliverables: Once the Company has delivered the final Deliverables and the Client either (a) expressly indicates satisfaction/acceptance in writing (including by email) or via the Platform, or (b) fails to provide any feedback, revision request, or rejection of the Deliverables within a reasonable time (no more than 14 days after delivery, absent other agreement), then the Deliverables shall be deemed accepted. After acceptance, any further changes will be treated as a new service request. Upon acceptance (or deemed acceptance), the project is considered complete and the Company will have fulfilled its obligations for that order (subject to transferring IP as described below). Minor fixes for issues discovered shortly after acceptance may be addressed as a courtesy, but the Company is not obligated to extensive further work beyond the agreed scope once a project is accepted and closed.
5. Deliverables and Intellectual Property Rights
5.1 Ownership of Deliverables: The Company agrees that, upon the Client’s payment in full for the Services and project Deliverables, the ownership of all Intellectual Property rights in the final Deliverables will be transferred to the Client. In other words, the Deliverables are considered a “work made for hire” for the Client to the extent allowed by law, and otherwise the Company hereby assigns to the Client all right, title, and interest in and to the Deliverables once the project has been fully paid and completed. This transfer of rights includes any copyrights, design rights, or other IP in the materials created specifically for the Client as part of the Services. The Client will then own the Deliverables and may use them for any legitimate purposes in accordance with this Agreement.
5.2 Pre-Existing and Third-Party Materials: Any pre-existing intellectual property of the Company (such as proprietary methods, templates, tools, or know-how that the Company uses to produce the Deliverables) is not deemed part of the Deliverables. The Company retains all rights to its pre-existing materials, but grants the Client a non-exclusive, royalty-free license to use any such material as incorporated in the Deliverables for their intended purpose. Similarly, if the Deliverables include or depend on third-party materials (for example, stock images, open-source libraries, or manufacturer’s products in the case of sourcing), the relevant third-party licenses or terms may apply to those components. The Company will inform the Client of any such third-party components and ensure the Client either receives a license or ownership as needed to fully enjoy the Deliverables. The Company warrants that it will not knowingly incorporate any third-party content into the Deliverables unless it has the right to do so or has obtained appropriate permissions.
5.3 License for Commercial Use; Restrictions: Upon transfer of ownership to the Client, the Client has the right to use the Deliverables for its personal, internal, or commercial use without further payment to the Company (except as otherwise set forth in Section 5.2 for certain third-party materials). However, the Client’s use of the Deliverables must be lawful and in compliance with any applicable regulations. The Client is expressly prohibited from using the Deliverables for any illegal or unauthorized purpose, or in a manner that infringes any third party’s rights. Additionally, unless explicitly agreed otherwise, the Client shall not resell, redistribute, or sublicense the Deliverables to any third party as a stand-alone product or service. In other words, the Deliverables are for the Client’s use (e.g., in the Client’s business or marketing), and the Client may not simply repackage and sell the creative work product as its own commercial offering to others. Example: If the Company designs a logo or produces content for the Client, the Client may use that logo or content in its business and advertising (commercial use is allowed), but the Client may not resell the logo design or content file to another company or client as a product. Any resale or distribution of Deliverables outside the Client’s own use requires the prior written consent of the Company or a separate agreement.
5.4 Company’s Use of Deliverables (Limited License Back): The Client retains ownership of the Deliverables, but the Client grants the Company a limited, non-exclusive, royalty-free license to use, display, or reference the Deliverables for the purpose of showcasing the Company’s work (such as in the Company’s portfolio, marketing materials, case studies, or on the Platform), subject to the conditions in Section 8 (Showcasing Rights). This license is granted only for promotional purposes and does not permit the Company to sell or license the Deliverables to others. If the Client opts out of allowing such use per Section 8, the Company will cease any display of the Deliverables in future marketing or portfolio publications.
5.5 Retention of Rights Until Payment: Notwithstanding the foregoing, the Client acknowledges that full ownership of Deliverables is contingent on full payment. Until the Company has received all fees due for the project, the Company retains all intellectual property and ownership rights in the Deliverables. If the Client fails to pay or if the Agreement is terminated before completion, the Company may refuse to deliver final Deliverables or may revoke any preliminary license to use them. Any use by the Client of unpaid-for Deliverables is strictly prohibited and may infringe the Company’s rights. Once full payment is made, ownership transfers as described above.
5.6 Moral Rights and Credit: Where applicable, the Company waives any moral rights in the Deliverables to the extent necessary to allow the Client full use of the Deliverables (meaning the Company will not assert rights of attribution or integrity to prevent modifications by the Client). However, the Company reserves the right to identify itself as the service provider for reference or portfolio purposes. The Client is not required to credit the Company publicly, but where credits are customary (for example, in a video’s acknowledgments or website source code comments), the Client will credit the Company if it does not negatively impact the Client.
5.7 Company Warranties on IP: The Company represents and warrants that the Deliverables delivered to the Client will be original or appropriately licensed, and that to the best of the Company’s knowledge, the Deliverables will not infringe the intellectual property rights of any third party. In the event that any portion of the Deliverables is alleged to infringe a third party’s IP rights, the Company will either (a) secure the rights for the Client to continue using that portion, (b) replace or modify the infringing portion to make it non-infringing while still meeting the project requirements, or (c) if neither of the foregoing is feasible, refund the portion of fees attributable to the infringing part and reasonably cooperate with the Client to address the matter. The foregoing IP warranty is the Company’s only obligation and the Client’s sole remedy regarding intellectual property infringement by the Deliverables.
6. Client Responsibilities and Obligations
- The Client agrees to fulfill the following responsibilities to enable the Company to successfully provide the Services. Failure by the Client to meet these obligations may result in project delays, additional costs, or, in severe cases, suspension or termination of the project by the Company (with no liability for any resulting delays or costs):
6.1 Provide Accurate Information: The Client must provide timely, accurate, and complete information, materials, and instructions for the project. This includes responding to the Company’s requests for information, furnishing any content or assets the Client is responsible for (e.g., logos, text, images, product specifications), and ensuring that any such Client materials are correct and finalized. The Client represents and warrants that all information and materials provided to the Company are truthful, legal to use, and that the Client has all necessary rights or licenses to use them and allow the Company to use them for the project. The Client will not provide any content or request any work that is unlawful, defamatory, obscene, or that violates any third-party rights. The Client shall indemnify and hold the Company harmless from any claims, losses, or damages arising from the Company’s use of materials supplied by the Client or following the Client’s directions if those materials or directions are infringing, illegal, or harmful.
6.2 Timely Cooperation: The Client must cooperate with the Company in good faith and in a timely manner. This includes being available for communications, clarifying project requirements, and reviewing Deliverables or drafts when provided. The Client should endeavor to provide feedback and approvals within the requested timelines so as not to stall the project. If the Client anticipates any significant delay in their availability (for example, key personnel being on vacation or other business priorities), the Client should inform the Company as early as possible and work out a revised schedule if needed. The Client acknowledges that any delays in providing required information, assets, or approvals will proportionally extend the timeline for the Company’s performance, and the Company will not be liable for any missed deadlines or delays caused by the Client’s inaction or slow response.
6.3 Revisions and Scope Management: The Client is responsible for reviewing interim results and final Deliverables and providing clear, consolidated feedback for revisions in line with Section 4 (Revision Policy). The Client should ensure that revision requests are within the agreed scope. If the Client repeatedly changes the project requirements or requests substantial modifications beyond the original scope, the Company reserves the right to require a change order (with possible fee adjustments) or to consider the project completed per the original scope. The Client’s cooperation in managing scope and expectations is essential to project success.
6.4 Payment and Financial Obligations: The Client must pay all fees as required under Section 3 (Payment) and adhere to the no-chargeback policy. The Client is also responsible for any costs it incurs on its own (for example, purchasing third-party software licenses for use of the Deliverables, or shipping costs if not included in the Service). The Client will not knowingly attempt to circumvent the payment of fees to the Company by entering into separate arrangements with any Outsourcing Member or otherwise exploiting any portion of the Services without paying the appropriate fees.
6.5 Use of Platform and Communication Tools: If the Platform provides communication or project management tools (such as messaging systems, dashboards, or file sharing), the Client agrees to use these tools in a professional and respectful manner. The Client will not use the Platform to engage in harassment, spam, or to solicit business outside of the Platform in a way that bypasses the Agreement. The Client is responsible for maintaining the confidentiality of their login credentials and account, and for all activities under their account. Any suspected unauthorized use of the account must be reported to the Company promptly.
6.6 Project Delays and Inactivity: The Client acknowledges that the Company’s ability to meet deadlines and deliver high-quality results depends on active participation from the Client. If the Client becomes unresponsive or delays the project for an extended period, the Company may choose to put the project on hold. Specifically, if the Company does not receive a required response, materials, or approval from the Client for a period of 14 days or more, the Company may deem the project “on hold”. In such case, the schedule may be adjusted when the Client re-engages, subject to resource availability. If the Client remains unresponsive or inactive for 30 days or more, the Company may treat it as a project cancellation by the Client. The Company will make attempts to contact the Client before taking such action. In the event of cancellation due to Client inaction, the Company is entitled to retain any payments already made to cover work performed up to that point, and no refund will be due for incomplete portions caused by the Client’s lack of response. The Company will deliver any work completed up to the break in communication, as-is, without further obligation.
6.7 Non-Solicitation of Personnel: The Client agrees that during the term of any project and for a period of one (1) year after its completion, the Client will not, without the Company’s prior written consent, directly solicit or hire for employment or independent contract any person who is or was an employee, contractor, or Outsourcing Member of the Company and who was involved in providing Services to the Client. This restriction is necessary to protect the Company’s business and contractual relationships. General job postings or solicitations not specifically directed at the Company’s personnel shall not be deemed a breach of this clause. If the Client violates this non-solicitation provision and hires or engages an aforementioned person, the Client agrees that the Company shall be entitled to claim liquidated damages equal to 50% of that person’s projected annual compensation with the Client (or the actual compensation paid by the Client during the first year, if ascertainable), as a reasonable estimate of the costs to the Company from the loss of its trained resource. This provision does not prohibit the Client from hiring any person who independently responds to general public job advertisements, provided the Client did not specifically target that person through knowledge gained from the project with the Company.
6.8 Compliance with Law: The Client is responsible for ensuring that its use of the Services and Deliverables, and any business or projects it applies them to, comply with all applicable laws, regulations, and industry standards. The Company will not be responsible for advising on legal/regulatory compliance specific to the Client’s industry (e.g. data privacy laws for the Client’s end-users, advertising regulations, etc.) unless expressly included in the scope of Services. The Client should seek independent legal advice if needed. The Client shall not request the Company to perform any task or produce any Deliverable that would violate any law or regulation. If such a request is made (even unintentionally), the Company may decline or suspend the work and will not be in breach for doing so.
7. Data Privacy and Use of Client Data
7.1 Collection of Data: In the course of providing Services, the Company may collect or have access to certain data from the Client, which can include personal information (such as contact details, employee or customer information), project materials, and other business data (collectively, “Client Data”). By providing Client Data to the Company, the Client consents to the Company’s use of that data for the purposes of fulfilling the Services and as otherwise described in this Agreement. The Client also agrees to the terms of the Company’s Privacy Policy (if one is posted on the Platform), which is incorporated herein by reference, for details on how we handle personal information.
7.2 Data Use and Purpose Limitation: The Company will use Client Data only as necessary to deliver the Services, to improve or enhance our service processes, and for other internal business purposes (such as maintaining records, preventing fraud, or analyzing the performance of our team). The Company will not sell, rent, or share the Client’s personal information or project-specific data with third parties for marketing or commercial purposes without the Client’s explicit consent. The only third parties who may receive Client Data are those directly involved in the Service delivery (for example, an Outsourcing Member working on the project, or a third-party tool that is integral to the project and requires certain data) or as required to process payments (e.g. payment processors), or as required by law (e.g. if a court order demands certain data).
7.3 Confidentiality and Safeguards: The Company understands that Client Data may be confidential or sensitive. The Company will implement reasonable administrative, technical, and physical safeguards to protect Client Data against unauthorized access, disclosure, or alteration. Our staff and Outsourcing Members are bound by confidentiality obligations. Any Outsourcing Members or contractors who need access to Client Data to perform the Services will be subject to confidentiality agreements or duties that are no less stringent than those the Company maintains. However, the Client should not share any highly sensitive personal information (like passwords, financial account details, health information) unless it is absolutely necessary for the project. In the event that such sensitive data must be shared, the Client should inform the Company so that appropriate enhanced security measures can be taken.
7.4 Data Storage and Retention: Client Data that is uploaded or provided to the Company will be stored on secure servers or cloud services under the control of the Company or its infrastructure providers. The Company does not guarantee to hold or archive Client Data for any specific period of time, and there is no fixed retention period for project files. The Company may retain project files, communications, and Client Data for as long as needed to fulfill the purpose for which it was collected and for the Company’s legitimate business needs (such as recordkeeping, portfolio evidence, or legal compliance). The Company reserves the right to delete or anonymize Client Data at its discretion when it is no longer required. The Client is responsible for downloading and backing up any Deliverables or project materials after project completion. The Company shall not be liable for any loss of data that occurs after the project is completed and a reasonable time has passed or that results from the Client’s failure to secure their own copies.
7.5 Data Deletion and Requests: If the Client wishes the Company to delete or return certain personal data after a project is completed, the Client may submit a written request. The Company will make commercially reasonable efforts to comply with such deletion requests, provided that the data is not required to be retained for legal, regulatory, or internal archival purposes. Some residual copies of data (e.g. in backup storage) might remain for a period of time before they are overwritten, but they will not be used actively. The Company’s Privacy Policy may provide additional rights to individuals (for example, if subject to certain jurisdictions’ laws like the GDPR or CCPA); this Agreement should be read in conjunction with those rights where applicable.
7.6 No Data Selling: In alignment with the Company’s commitment to privacy, the Company confirms that it does not and will not sell personal information of the Client or the Client’s customers. If the Client is located in certain jurisdictions (e.g. California) that grant a right to opt out of the sale of personal data, the Client can rest assured that such an “opt-out” is the default—Client Data is used strictly for the purposes of delivering services, not for resale or sharing with data brokers.
7.7 Aggregated Data: The Company may anonymize and aggregate data related to the use of the Services (for example, general project metrics or performance statistics) in such a way that neither the Client nor any data subjects are identifiable. The Company reserves the right to use such aggregated, non-identifiable data to analyze and improve its services, or to compile statistics (e.g. average project turnaround times) for marketing and insight purposes.
8. Portfolio Display and Showcasing Rights
8.1 Rights to Showcase Work: The Client agrees that the Company has the right to publicly display, publish, or showcase the general results of the Services provided to the Client as part of the Company’s portfolio and marketing materials, with the aim of demonstrating the Company’s capabilities and past work. This may include using anonymized or non-confidential elements of the Deliverables (such as screenshots of a completed design, excerpts of content, or descriptions of the project) on the Company’s website, in case studies, presentations, or other promotional media.
8.2 Anonymization and Confidential Information: In exercising the showcasing rights, the Company will not disclose any of the Client’s confidential information, sensitive data, or any personal identifying details without the Client’s consent. By default, the Company will anonymize or generalize any reference to the Client (e.g., using industry or project descriptions rather than the Client’s name or brand) unless the Client has given permission to attribute the work to them. For example, the Company might display an image of a website design created for a client in the retail sector and label it “E-commerce Website Design for a U.S. Retail Business” without naming the Client, unless the Client has allowed the use of their name and logo.
8.3 Opt-Out by Client: The Client has the right to opt out of allowing the Company to use its Deliverables or project information for portfolio or marketing purposes. If the Client does not wish their project to be used in this manner, the Client must notify the Company in writing (e.g., via email to the Company’s contact address) either at the time of ordering the Services or at any time thereafter. Upon such written request, the Company will refrain from any future use of the Client’s project details or Deliverables in its public portfolio, and will promptly remove any references or images that uniquely identify the Client or the Deliverables from any online portfolio or marketing materials within a reasonable time. (The Company may retain non-public examples internally for record-keeping and skill development purposes, but those will not be shared publicly after an opt-out.) Opting out will have no effect on the Client’s rights in the Deliverables or the Services.
8.4 Publicity and Mutual Marketing: If the Client is satisfied with the Services, the Company would appreciate (but does not require) a testimonial, endorsement, or permission to list the Client as a customer. Any such arrangement would be separately discussed and agreed. Likewise, if the Client wishes to publicly endorse or feature the Company (for instance, in a “success story” or press release), the Client agrees to seek the Company’s consent for any use of the Company’s name, logo, or quotes from Company representatives. Both parties agree not to release any press statement or formal public announcement about the collaboration without mutual approval.
8.5 No Compensation for Portfolio Use: The Client understands that the consideration for allowing the Company’s limited showcasing rights is the exposure and demonstration of the Company’s expertise; the Client shall not be entitled to any compensation for the Company’s portfolio or marketing use of delivered work, beyond the benefits of any cross-promotion if mutually agreed.
9. Service Quality Guarantee, Disclaimers, and Limitation of Liability
9.1 Our Service Commitment: The Company guarantees that it will perform the Services in a professional and workmanlike manner, with reasonable care, skill, and diligence, consistent with industry standards and as outlined in the project specifications. The Company’s primary goal is the Client’s satisfaction with the completed project. As stated in Section 4, the Company is committed to working with the Client through revisions to ensure the final Deliverables substantially meet the agreed requirements. However, beyond the commitments expressly set forth in this Agreement, the Client understands that the Company cannot guarantee specific outcomes or business results from the Deliverables. For example, the Company cannot guarantee that a new website will achieve a certain amount of traffic or that a design will lead to increased sales – those ultimate outcomes depend on many factors beyond the Company’s control.
9.2 No Guarantee of Business Results: Except for the promise to revise or correct work as described in these Terms, the Company makes no guarantee or warranty that the Services or Deliverables will accomplish any particular outcome or goal for the Client’s business. The Client’s success may depend on how Deliverables are used, market conditions, and other variables. The Client acknowledges that any figures or examples provided by the Company (such as potential improvements, time savings, or ROI estimates) are illustrative and not guarantees. The Client is responsible for evaluating the fitness of the Services for their intended purposes.
9.3 Disclaimer of Warranties: To the fullest extent permitted by law, the Company disclaims all warranties, whether express, implied, or statutory, other than those explicitly set forth in this Agreement. This includes, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or that the Services or Deliverables will meet any of the Client’s specific expectations not expressly stated in the project scope. The Services and any materials or advice provided are delivered “as is” and “as available”. While the Company strives for perfection, it does not warrant that the operation of the Platform or any deliverable files will be uninterrupted or error-free, or that all errors can or will be corrected. The Company does not guarantee any uptime or specific availability of the Platform, but will make commercially reasonable efforts to ensure the Platform’s reliability and security.
9.4 Limitation of Liability: In no event will the Company’s total liability to the Client for any and all claims, losses, or damages arising out of or relating to this Agreement, the Services, or the Deliverables (whether in contract, tort (including negligence), strict liability or otherwise) exceed the total amount of fees actually paid by the Client to the Company for the specific project or order that is the subject of the claim. If a claim relates not to a specific project but to this Agreement as a whole or to the Platform generally, the Company’s total liability for all claims in the aggregate shall not exceed the amount the Client paid to the Company in the twelve (12) months immediately preceding the event giving rise to the claim. This limitation is a core part of the bargain and reflects the agreed allocation of risk between the parties.
9.5 Exclusion of Certain Damages: To the maximum extent permitted by applicable law, in no case shall the Company or its officers, members, employees, or agents be liable to the Client for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind, or any loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of data, loss of goodwill, or business interruption, arising out of or in connection with this Agreement or the Services, even if the Company has been advised of the possibility of such damages. The exclusion of consequential damages applies regardless of whether such damages are characterized as arising under contract, warranty, tort, strict liability, or any other theory of liability.
9.6 Exceptions: Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above exclusions or limitations may not fully apply to the Client. In such jurisdictions, the Company’s liability is limited to the greatest extent permitted by law. Nothing in this Agreement is intended to exclude or limit liability that cannot be excluded under law – for example, neither party excludes liability for death or personal injury caused by its negligence or for its fraudulent misrepresentations. Additionally, any specific remedy provided in this Agreement (such as the obligation to re-perform Services or provide a refund in certain circumstances) is intended as the sole remedy for the event described, and all other remedies at law or equity that are not expressly provided for are, to the extent allowed, excluded or waived.
9.7 Indemnification by Client: To the extent allowed by law, the Client agrees to indemnify, defend, and hold harmless the Company and its affiliates, and their respective owners, officers, employees, contractors, and agents (the “Indemnified Parties”), from and against any and all third-party claims, liabilities, losses, damages, judgments, awards, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Client’s misuse of the Deliverables or Services; (b) the Client’s breach of any provision of this Agreement (including any representation or warranty in Section 6.1 regarding materials provided by Client); (c) any content or materials the Client provided to the Company for use in the project (for example, if the Client provides images or text that infringe someone’s copyright or trademark, or personal data that violates privacy laws); or (d) the Client’s violation of any applicable law or regulation in the course of its business relationship with the Company. The Company will promptly notify the Client of any such claim and reasonably cooperate in its defense. The Client will have the right to control the defense and settlement of any indemnified claim, provided that no settlement may be entered that imposes any liability or admission of fault on an Indemnified Party without that party’s written consent. The Indemnified Parties reserve the right to participate in the defense with counsel of their choice at their own expense. This indemnity obligation shall survive termination or expiration of this Agreement.
9.8 Release: To the extent permitted by law, the Client releases the Company and the Indemnified Parties from all liability arising from or relating to the Client’s use of the Services or Deliverables after delivery and acceptance. For example, if the Client makes further modifications to delivered content or uses it in a context not contemplated by the original project, the Company will not be liable for issues arising from those modifications or uses.
10. Governing Law, Force Majeure, and Dispute Resolution
10.1 Governing Law: This Agreement and any dispute, claim, or controversy arising out of or relating to it, its subject matter, or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Arizona, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement. If the Client is accessing the Services from outside the United States, the Client is responsible for complying with any local laws.
10.2 Force Majeure: Neither party shall be liable for any delay or failure in performing its obligations (except payment obligations) under this Agreement if such delay or failure is caused by an event beyond that party’s reasonable control. This includes, but is not limited to, acts of God, natural disasters (e.g., earthquakes, hurricanes, floods), fire, epidemics or pandemics, war, terrorism, civil unrest, strikes or labor disputes, embargoes, government orders or regulations, Internet or power outages, or the failure of third-party service providers (e.g., hosting providers, communications networks) (each, a “Force Majeure” event). The party affected by a Force Majeure event shall give prompt notice to the other party, stating the period of time the occurrence is expected to continue. The obligations of the affected party shall be suspended for the duration of the Force Majeure condition. The affected party shall use diligent efforts to mitigate the impact of the Force Majeure on its performance and resume full performance as soon as reasonably possible. If a Force Majeure event continues for an extended period (e.g., more than 30 days), either party may have the right to terminate the affected project or this Agreement upon written notice, without liability, provided that if Services have been partially performed, the Client will pay for the performed portion (and receive any work completed).
10.3 Internal Dispute Resolution: In the event of any dispute, claim, or disagreement between the Client and the Company arising out of or relating to this Agreement or the Services (“Dispute”), the parties agree to first attempt to resolve the Dispute informally. The complaining party shall notify the other party in writing of the nature of the Dispute, including relevant facts and requested remedies. Both parties shall engage in good-faith negotiations to resolve the matter. The Client agrees to contact the Company at the contact email or address provided in Section 11.8 (Notices) to discuss any issue before taking any formal legal action. Similarly, the Company will contact the Client’s designated email or address on file to discuss any issues. If the parties are unable to resolve the Dispute within thirty (30) days of the initial notice (or a longer period, if mutually agreed), then either party may proceed to seek resolution through arbitration as set forth below.
10.4 Binding Arbitration: *Any Dispute that is not resolved informally as set forth above shall be resolved by final and binding arbitration. By agreeing to arbitration, both the Client and the Company understand that they are waiving their right to sue in court (except for the limited circumstances outlined below in Section 10.6) or to have the Dispute decided by a judge or jury. The arbitration will be administered by the American Arbitration Association (AAA) (or another reputable arbitration organization mutually agreed by the parties) under its Commercial Arbitration Rules and, if applicable, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If there is a conflict between the AAA rules and this arbitration agreement, the terms of this arbitration agreement shall govern. The arbitration shall take place in Tucson, Arizona, USA, or at another mutually agreed location. If the Client and Company agree, the arbitration may be conducted remotely or via written submissions. The arbitration shall be conducted in the English language by a single arbitrator selected jointly by the parties (or appointed by AAA if the parties cannot agree on an arbitrator). The arbitrator must be an attorney or retired judge with experience in commercial contract disputes. The arbitrator’s award shall be accompanied by a reasoned written statement of the basis for the decision. Judgment on the arbitration award may be entered in any court having jurisdiction.
10.5 Arbitration Fees and Costs: Each party shall bear its own attorneys’ fees and costs in the arbitration, but if any administrative or arbitrator fees are required to initiate the process, the parties agree to split those fees, or, in the case of a consumer Client, the Company will follow the AAA Consumer Rules which may cap the Client’s filing fees. The arbitrator may, in the award, allocate the costs and fees of arbitration and the reasonable attorneys’ fees of the prevailing party, if such allocation is allowed by law and the AAA rules. The arbitrator’s award shall be final and binding, and not subject to appeal, except as permitted by U.S. federal arbitration law (e.g., for fraud or misuse of power by the arbitrator).
10.6 Exceptions to Arbitration: Notwithstanding the above, the parties agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to: (a) file an individual claim in a small claims court of competent jurisdiction (if the claim fits within the small claims court’s jurisdictional limits and does not seek any form of equitable relief beyond monetary damages); (b) seek injunctive relief in a court of law to prevent or stop unauthorized use or abuse of the Services or infringement of intellectual property rights (for example, if the Client were to violate the Company’s IP rights or vice versa, either party may seek an injunction); or (c) pursue enforcement of an arbitration award in any court of competent jurisdiction.
10.7 Waiver of Class Actions: The Client and the Company agree that all Disputes are personal to the parties and will be resolved solely on an individual basis. You and the Company hereby waive the right to file a class action, participate in a class action, or join or consolidate your dispute with those of any other person or entity. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any class, collective, or representative arbitration. The arbitrator shall only have authority to resolve the individual Dispute between the Client and the Company. If this class action waiver is found to be unenforceable, then the entirety of the agreement to arbitrate in this Section 10 (except for this sentence) shall be null and void and the Dispute may be brought in court, subject to the other provisions of this Section 10.
10.8 Venue for Litigation: In the event that the arbitration provision is held unenforceable or a Dispute proceeds in court for any reason consistent with this Section, such action shall be brought exclusively in the state or federal courts located in Pima County, Arizona, USA. Each party irrevocably submits to the personal jurisdiction of those courts and waives any objection to the laying of venue in such courts (including any claim that a suit has been brought in an inconvenient forum). However, the parties encourage resolution through arbitration and intend for this arbitration agreement to be broadly interpreted in favor of arbitration.
10.9 Time Limit to Raise Disputes: To further promote timely resolution, the Client agrees that any Dispute must be raised within one (1) year from the date the cause of action accrued. Otherwise, the claim is permanently barred. (This does not apply to collection of owed fees by the Company, nor to enforcement of intellectual property rights, which may be brought within the applicable statute of limitations under law.)
10.10 Survival: This Section 10 (Dispute Resolution and Governing Law) shall survive any termination or expiration of this Agreement.
11. Miscellaneous Provisions
11.1 Entire Agreement: This Terms of Service Agreement, along with any specific order details, statements of work, or additional policies expressly referenced herein (such as the Privacy Policy or any project-specific addendum signed by both parties), constitutes the entire agreement between the Client and the Company with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, regarding such subject matter. Each party confirms that in entering into this Agreement, it has not relied upon any prior or contemporaneous oral or written representations or agreements not expressly included in this Agreement. In case of any conflict between these Terms and any other document (for example, an order form or SOW), the terms of this Agreement shall govern unless the other document specifically and expressly states an intent to override the Terms for that particular project (and is agreed by the Company in writing).
11.2 Amendments: The Company reserves the right to modify or update these Terms from time to time. If the Company makes a material change to the Terms, it will notify Clients by posting the updated version on the Platform and updating the “Effective Date” at the top, or by sending an email to Clients for whom the Company has contact information. Any changes will not apply retroactively to projects already in progress at the time of the update; such projects will be governed by the Terms in effect at the time of order unless the Client consents to the new Terms. For any new or further orders or use of the Platform, the then-current Terms will apply. If the Client does not agree to the revised Terms, the Client should discontinue use of the Services. Continued use of the Platform or placing new orders after updated Terms are posted constitutes acceptance of those changes.
11.3 No Waiver: No waiver by either party of any breach or default or exercise of a right under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default or a waiver of the right itself. A party’s failure or delay to enforce any term or exercise any right under this Agreement shall not be construed as a waiver of that term or right. Any waiver must be in writing and signed by the waiving party to be effective, and will be effective only for the specific instance and purpose stated.
11.4 Severability: If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect. It is the intent of the parties that the Agreement be enforced to the maximum extent permitted by law, and a court or arbitrator may reform or modify any invalid provision to the extent necessary to render it enforceable and consistent with the parties’ intent.
11.5 Assignment: The Client may not assign or transfer this Agreement, in whole or in part, or delegate any of its obligations hereunder, to any other person or entity without the prior written consent of the Company. Any attempt to assign in violation of this section will be null and void. The Company may assign, transfer, or subcontract any of its rights or obligations under this Agreement at its discretion, including to any successor in interest (for example, if the Company undergoes a merger, acquisition, or sale of assets) or to an affiliate or subcontractor as needed to carry out the Services. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
11.6 Relationship of Parties: The relationship between the Company and the Client is that of independent contractors. Nothing in this Agreement shall be construed as creating any partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has the authority to act for or bind the other in any manner. The Client also acknowledges that there is no contractual relationship between the Client and any Outsourcing Member individually; all Services are provided solely by the Company as the contracting party.
11.7 No Third-Party Beneficiaries: This Agreement is for the sole benefit of the Company and the Client and their respective permitted successors and assigns. Except as expressly provided herein (for example, the Company’s Indemnified Parties under Section 9.7), nothing in this Agreement is intended to confer any rights or remedies on any third party, whether as a third-party beneficiary or otherwise. In particular, Outsourcing Members do not have standing to enforce any terms of this Agreement directly, nor does the Client have direct obligations or liability to those third parties under this Agreement.
11.8 Notices: Except as otherwise specified in these Terms, all notices, consents, or communications required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by verified email to the designated email address of the party (for the Company, use nuvexngx@gmail.com or an official contact email provided on the Platform; for the Client, use the email provided during ordering or account registration); (c) one business day after being sent by reputable overnight courier with tracking; or (d) three business days after being deposited in the U.S. mail, postage prepaid, certified or registered, and addressed to the party’s address as provided in the order or as updated by written notice. It is the Client’s responsibility to keep their contact information current with the Company.
11.9 Headings and Interpretation: The section headings and titles in this Agreement are for convenience only and have no legal or contractual effect. Words in the singular include the plural and vice versa. The words “including” or “include” mean “including without limitation.” Any ambiguity in this Agreement shall not be construed against either party as the drafter.
11.10 Electronic Signatures and Counterparts: The Client acknowledges and agrees that by clicking “Place Order,” “I Agree,” or similar on the Platform, or by sending an email expressing agreement to a proposal, the Client is submitting an electronic signature and entering into a legally binding contract. This Agreement and any related order or document may be executed or agreed in one or more counterparts (including via electronic means), each of which will be deemed an original and all of which together will constitute one instrument.
11.11 Authority: If you are an individual accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity to this Agreement. If you do not have such authority, you will be held personally liable for all obligations under this Agreement.
11.12 Survival: Any provisions of this Agreement which by their nature should survive termination or expiration (including but not limited to clauses regarding payments, intellectual property rights, confidentiality, limitations of liability, indemnities, and dispute resolution) shall survive the termination or expiration of this Agreement and remain in effect.
11.13 Execution and Acceptance: By using the Platform or placing an order for Services, the Client acknowledges that they have read, understood, and agree to all of the terms and conditions contained in this Agreement. The Client further agrees that this Agreement, together with any applicable order form or project proposal, is the complete and exclusive statement of the mutual understanding of the parties and that it supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.
If you have any questions about these Terms of Service or need to communicate with Eagle Peak USA LLC (NUVEXN) regarding any aspect of this Agreement, please contact us at nuvexngx@gmail.com or via the contact information provided on our website.