Terms of Service

1. Acceptance of Terms

By accessing or using the Prime Fare Destination website ("Site") and services ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use our Site or Services.

These Terms constitute a legally binding agreement between you ("Client," "User," or "You") and Prime Fare Destination LLC ("Company," "We," or "Us"), a Delaware limited liability company.

Eligibility: You must be at least 18 years old and have the legal capacity to enter into contracts. By using our Services, you represent and warrant that you meet these requirements.

2. Definitions

• "Deliverables" means all software, documentation, designs, and other materials created by us for you under a Statement of Work.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.
• "Statement of Work" (SOW) means a written document specifying project scope, timeline, deliverables, and fees.
• "Confidential Information" means non-public, proprietary, or confidential information disclosed by either party.
• "Force Majeure" means events beyond reasonable control, including natural disasters, wars, strikes, and internet failures.

3. Description of Services

Prime Fare Destination provides the following IT solutions and software development services:

• Custom software application development
• Web and mobile application development
• Cloud infrastructure and DevOps services
• Artificial intelligence and machine learning solutions
• IT consulting and digital transformation
• Quality assurance and testing services
• Maintenance and support services

Service Level Agreements (SLAs): Specific performance metrics, response times, and uptime guarantees will be defined in individual SOWs or Master Service Agreements (MSAs).

Third-Party Services: We may integrate with or recommend third-party services (AWS, Azure, Stripe, etc.). Your use of such services is governed by their respective terms.

4. User Accounts

To access certain features, you may need to create an account:

• Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.
• Accurate Information: You agree to provide accurate, current, and complete information during registration.
• Prohibited Activities: You may not use our Services for illegal purposes, to transmit malware, or to infringe on others' rights.
• Account Termination: We reserve the right to suspend or terminate accounts that violate these Terms.

5. Intellectual Property

5.1 Our Intellectual Property

All content on our Site, including text, graphics, logos, and software, is our property or licensed to us and is protected by US and international copyright laws. You may not reproduce, distribute, or create derivative works without our express written permission.

5.2 Client Intellectual Property

You retain all rights to your pre-existing intellectual property provided to us for project use.

5.3 Work-for-Hire and Assignment

Unless otherwise specified in the SOW:

• Custom software and deliverables created specifically for you will be assigned to you upon full payment.
• We retain rights to general methodologies, frameworks, and reusable code components.
• Open-source components used in projects are subject to their respective licenses (MIT, Apache 2.0, etc.).

6. Payment Terms

• Fees: Project fees are specified in the SOW. All fees are in USD unless otherwise stated.
• Payment Schedule: Typically 50% upfront, 25% at milestone, 25% upon completion, unless otherwise agreed.
• Late Payments: Invoices unpaid after 30 days incur a 1.5% monthly service charge.
• Refunds: Refund policies are specified in individual SOWs. Generally, no refunds for work already performed.
• Taxes: You are responsible for all applicable taxes, except those based on our net income.

7. Confidentiality

Both parties agree to:

• Protect each other's Confidential Information with the same care as their own
• Use Confidential Information solely for the purpose of performing the Services
• Not disclose Confidential Information to third parties without prior written consent
• Return or destroy Confidential Information upon request or termination

This obligation survives termination of these Terms for a period of 5 years (or indefinitely for trade secrets).

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• We are not liable for indirect, incidental, special, consequential, or punitive damages.
• Our total liability for any claim arising from these Terms shall not exceed the total amount paid by you to us in the 12 months preceding the claim.
• We are not liable for damages resulting from your use of third-party services or unauthorized modifications to Deliverables.

Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, so the above may not apply to you.

9. Indemnification

You agree to indemnify, defend, and hold harmless Prime Fare Destination and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services in violation of these Terms
• Your violation of any third-party rights, including intellectual property or privacy rights
• Your violation of applicable laws or regulations
• Any content or data you provide to us

10. Termination

By You: You may terminate services by providing 30 days written notice. You remain liable for all fees incurred prior to termination.

By Us: We may terminate or suspend services immediately if you breach these Terms, fail to pay fees, or engage in fraudulent activity.

Effect of Termination: Upon termination, all licenses granted by us terminate, and you must cease using our intellectual property. Provisions regarding confidentiality, intellectual property, liability, and indemnification survive termination.

11. Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12. Dispute Resolution

Informal Resolution: We encourage you to contact us first to resolve any disputes informally.

Arbitration: Any dispute arising from these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Arbitration Location: Arbitration shall take place in San Francisco, California, unless otherwise agreed.

Class Action Waiver: You agree to resolve disputes on an individual basis and waive any right to participate in class actions.

Injunctive Relief: Either party may seek injunctive relief in court for intellectual property violations.

13. Modifications

We reserve the right to modify these Terms at any time. Material changes will be effective 30 days after posting the updated Terms. Your continued use of the Services after changes constitutes acceptance.