Terms of Service & Commercial Standards

These Terms of Service (“Terms”) govern your access to and use of the Mindvrix Inc. (“Mindvrix,” “we,” “us,” or “our”) website, and, where you engage us for engineering or creative services, your relationship with us as an enterprise client. By accessing our site, executing a proposal, or signing a Statement of Work, you agree to be bound by these Terms.

Mindvrix provides bespoke software engineering, autonomous AI agent integration, distributed cloud systems, video and digital creative production, and digital marketing systems delivered under individually scoped engagements. The precise specifications of any project — milestones, deliverables, acceptance criteria, timelines, and investment schedules — are codified in an executed Statement of Work (SOW) or Service Agreement.

Where an executed Service Agreement or Statement of Work contains terms that directly conflict with these general Terms of Service, the provisions of the specific Service Agreement govern for that engagement. In the absence of a conflicting provision, these Terms apply concurrently.

Engineering fees, milestone tranches, and recurring maintenance retainers are defined in each SOW. Unless otherwise negotiated, milestone invoices are payable net-15. Overdue balances may accrue statutory interest at 1.5% per month (or the maximum permitted by law), and Mindvrix reserves the right to pause deployment pipelines until accounts are brought current.

Each party agrees to hold the other's proprietary information, technical architecture diagrams, and business data in strict confidence, exercising no less than reasonable commercial care. This obligation survives contract termination and operates in harmony with any bilateral Non-Disclosure Agreement (NDA) executed between the parties.

Visitors agree not to utilize Mindvrix digital surfaces to introduce malicious software, conduct unauthorized penetration audits without prior written consent, scrape proprietary editorial perspectives, or interfere with system uptime.

Client systems frequently leverage third-party APIs (e.g., AWS, OpenAI, Stripe). While Mindvrix applies rigorous integration engineering, Mindvrix is not liable for upstream service degradation, pricing changes, or downtime caused by independent third-party vendors.

Mindvrix warrants that all services are performed with professional skill, diligence, and in alignment with recognized software engineering standards. Except as explicitly stated in a signed SOW, deliverables are provided “as is” without implied warranties of merchantability or fitness for a specific commercial objective.

To the maximum extent permitted under applicable statute, neither party shall be liable for consequential, special, indirect, or punitive damages, or loss of profits. Mindvrix's aggregate liability arising from any engagement is strictly capped at the total fees paid by the client under the applicable SOW during the 12 months preceding the claim.

Each party agrees to indemnify and defend the other against third-party claims arising from gross negligence, willful misconduct, or infringement claims stemming from materials provided by that party for inclusion in the engagement deliverables.

These Terms persist throughout your engagement with Mindvrix. Either party may terminate an active Service Agreement for material breach following a 30-day cure period, or as stipulated in the SOW. Provisions covering IP ownership, confidentiality, limitation of liability, and dispute resolution survive termination.

These Terms are construed under the laws designated in the relevant Service Agreement, or the State of Delaware without regard to conflict-of-law principles. The parties agree to submit any unresolved dispute to binding arbitration before initiating courtroom litigation.

We reserve the right to amend these Terms. Revised versions take effect upon publication on this URL. Amendments do not apply retroactively to already executed, active client statements of work unless mutually agreed in a formal contract amendment.