Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Tech Desti LLC ("TechDesti," "Company," "we," "us," or "our"), a Georgia limited liability company, governing your access to and use of our website (techdesti.com), services, and any related products or offerings.

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.

2. Services Description

TechDesti provides AI workflow implementation, automation, consulting, and related technology services ("Services"). Our Services may include, but are not limited to:

• Custom AI agent development
• Workflow automation solutions
• AI integration services
• Enterprise AI solutions
• AI chatbot development
• AI strategy consulting
• Training and support services

The specific scope, deliverables, and terms of any engagement will be detailed in a separate Statement of Work ("SOW") or service agreement.

3. Intellectual Property Rights

3.1 TechDesti's Intellectual Property

All intellectual property rights in our website, branding, proprietary tools, methodologies, frameworks, templates, and pre-existing materials ("TechDesti IP") remain the exclusive property of TechDesti. Nothing in these Terms transfers ownership of TechDesti IP to you.

3.2 Client's Intellectual Property

You retain all rights to your pre-existing intellectual property, data, content, and materials ("Client IP") that you provide to us in connection with our Services. You grant TechDesti a limited, non-exclusive license to use Client IP solely for the purpose of providing the Services.

3.3 Deliverables and Work Product

Unless otherwise agreed in writing in the applicable SOW:

• Custom Deliverables: Upon full payment, you shall own the custom deliverables specifically created for you as outlined in the SOW.
• Pre-existing Materials: TechDesti retains ownership of all pre-existing tools, libraries, frameworks, and methodologies incorporated into deliverables, with a perpetual license granted to you for use with your deliverables.
• General Knowledge: TechDesti retains the right to use general knowledge, skills, experience, and know-how acquired during the engagement.

3.4 Third-Party Components

Deliverables may incorporate third-party software, APIs, or services. Such components remain subject to their respective license terms, and you agree to comply with all applicable third-party licenses.

4. Payment Terms

• Payment terms will be specified in the applicable SOW or invoice.
• All fees are quoted in US Dollars unless otherwise specified.
• Invoices are due within thirty (30) days of the invoice date unless otherwise agreed.
• Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
• You are responsible for all applicable taxes, excluding taxes based on TechDesti's income.
• TechDesti reserves the right to suspend Services for accounts with overdue balances.

5. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the engagement ("Confidential Information"). Confidential Information includes, but is not limited to:

• Business strategies, plans, and operations
• Technical information, algorithms, and source code
• Customer data and lists
• Financial information
• Trade secrets

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law.

6. Data Protection and Privacy

TechDesti will handle any personal data in accordance with our Privacy Policy and applicable data protection laws. If we process personal data on your behalf, we will:

• Process data only as instructed by you and in accordance with applicable laws
• Implement appropriate technical and organizational security measures
• Assist with data subject requests and compliance obligations
• Return or delete data upon termination of services, as directed

A separate Data Processing Agreement may be required for certain engagements.

7. Warranties and Disclaimers

7.1 TechDesti's Warranties

TechDesti warrants that:

• Services will be performed in a professional and workmanlike manner
• Services will materially conform to the specifications in the applicable SOW
• TechDesti has the right to enter into this agreement and provide the Services

7.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, TECHDESTI PROVIDES SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TECHDESTI DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. AI-BASED SOLUTIONS MAY PRODUCE UNEXPECTED RESULTS, AND TECHDESTI IS NOT RESPONSIBLE FOR DECISIONS MADE BASED ON AI OUTPUTS.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• TECHDESTI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL.
• TECHDESTI'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO TECHDESTI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
• THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

9. Indemnification

You agree to indemnify, defend, and hold harmless TechDesti and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of our Services in violation of these Terms
• Your violation of any applicable laws or regulations
• Your infringement of any third-party rights
• Any data or content you provide to TechDesti

10. Term and Termination

10.1 Term

These Terms remain in effect until terminated. Individual service engagements are governed by their respective SOWs.

10.2 Termination for Convenience

Either party may terminate a service engagement with thirty (30) days' written notice, subject to payment for Services rendered through the termination date.

10.3 Termination for Cause

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice.

10.4 Effect of Termination

Upon termination: (a) you shall pay all outstanding fees; (b) each party shall return or destroy the other's Confidential Information; (c) sections relating to intellectual property, confidentiality, limitation of liability, and indemnification shall survive.

11. Non-Solicitation

During the term of any engagement and for twelve (12) months thereafter, neither party shall directly solicit for employment any employee of the other party who was involved in the engagement, without prior written consent.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, government actions, pandemic, or failure of third-party services.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law principles.

Any disputes arising out of or related to these Terms shall be resolved through:

1. Negotiation: The parties shall first attempt to resolve disputes through good-faith negotiation.
2. Mediation: If negotiation fails, the parties agree to attempt mediation before pursuing other remedies.
3. Arbitration or Litigation: Disputes not resolved through mediation may be submitted to binding arbitration or litigated in the state or federal courts located in Fulton County, Georgia.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any applicable SOW and referenced policies, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

14.2 Amendment

TechDesti may update these Terms from time to time. Material changes will be communicated through our website or direct notice. Continued use of Services after changes constitutes acceptance.

14.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it later.

14.5 Assignment

You may not assign these Terms without TechDesti's prior written consent. TechDesti may assign these Terms to an affiliate or successor in connection with a merger or acquisition.

14.6 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.