Terms & Conditions
Terms & Conditions
Terms & Conditions
Terms and Conditions for Technical and Consulting Services
Effective Date:
November 19, 2025
These Terms and Conditions ("Terms") constitute a legally binding agreement between Palagenix LLC (referred to herein as "Palagenix," "we," "us," or "our") and the client, customer, or entity (referred to herein as "Client," "you," or "your") engaging Palagenix for technical, development, and consulting services (the "Services"). By accepting a Proposal, Statement of Work (SOW), or making any payment for Services, you agree to be bound by these Terms.
These Terms and Conditions ("Terms") constitute a legally binding agreement between Palagenix LLC (referred to herein as "Palagenix," "we," "us," or "our") and the client, customer, or entity (referred to herein as "Client," "you," or "your") engaging Palagenix for technical, development, and consulting services (the "Services"). By accepting a Proposal, Statement of Work (SOW), or making any payment for Services, you agree to be bound by these Terms.
These Terms and Conditions ("Terms") constitute a legally binding agreement between Palagenix LLC (referred to herein as "Palagenix," "we," "us," or "our") and the client, customer, or entity (referred to herein as "Client," "you," or "your") engaging Palagenix for technical, development, and consulting services (the "Services"). By accepting a Proposal, Statement of Work (SOW), or making any payment for Services, you agree to be bound by these Terms.
1. Scope of Services and Agreements
1. Scope of Services and Agreements
1. Scope of Services and Agreements
1.1. Services Defined: The specific services, deliverables, milestones, fees, and timelines will be exclusively defined in a mutually executed, separate document, such as a Proposal or Statement of Work ("SOW").
1.1. Services Defined: The specific services, deliverables, milestones, fees, and timelines will be exclusively defined in a mutually executed, separate document, such as a Proposal or Statement of Work ("SOW").
1.1. Services Defined: The specific services, deliverables, milestones, fees, and timelines will be exclusively defined in a mutually executed, separate document, such as a Proposal or Statement of Work ("SOW").
1.2. Governing Documents: In the event of any conflict between these Terms and the SOW, the terms of the SOW shall prevail concerning the scope, pricing, and specific delivery of the Services. These Terms shall govern all general legal provisions, liability, and intellectual property.
1.2. Governing Documents: In the event of any conflict between these Terms and the SOW, the terms of the SOW shall prevail concerning the scope, pricing, and specific delivery of the Services. These Terms shall govern all general legal provisions, liability, and intellectual property.
1.2. Governing Documents: In the event of any conflict between these Terms and the SOW, the terms of the SOW shall prevail concerning the scope, pricing, and specific delivery of the Services. These Terms shall govern all general legal provisions, liability, and intellectual property.
1.3. Client Cooperation: The Client agrees to provide timely decisions, access to necessary information, systems, and personnel as required for Palagenix to perform the Services. Palagenix shall not be liable for any delays resulting from the Client's failure to cooperate.
1.3. Client Cooperation: The Client agrees to provide timely decisions, access to necessary information, systems, and personnel as required for Palagenix to perform the Services. Palagenix shall not be liable for any delays resulting from the Client's failure to cooperate.
1.3. Client Cooperation: The Client agrees to provide timely decisions, access to necessary information, systems, and personnel as required for Palagenix to perform the Services. Palagenix shall not be liable for any delays resulting from the Client's failure to cooperate.
2. Fees, Invoicing, and Payment
2. Fees, Invoicing, and Payment
2. Fees, Invoicing, and Payment
2.1 Fees: All fees for Services are detailed in the applicable SOW. Unless otherwise stated, all fees are exclusive of any applicable taxes, duties, or other governmental charges, which shall be the sole responsibility of the Client.
2.1 Fees: All fees for Services are detailed in the applicable SOW. Unless otherwise stated, all fees are exclusive of any applicable taxes, duties, or other governmental charges, which shall be the sole responsibility of the Client.
2.1 Fees: All fees for Services are detailed in the applicable SOW. Unless otherwise stated, all fees are exclusive of any applicable taxes, duties, or other governmental charges, which shall be the sole responsibility of the Client.
2.2. Payment Terms: Unless otherwise specified in the SOW, invoices are due and payable within thirty (30) days from the invoice date.
2.2. Payment Terms: Unless otherwise specified in the SOW, invoices are due and payable within thirty (30) days from the invoice date.
2.2. Payment Terms: Unless otherwise specified in the SOW, invoices are due and payable within thirty (30) days from the invoice date.
2.2. Late Payments: Palagenix reserves the right to charge interest on all overdue payments at the maximum rate permitted by applicable law, calculated from the date due until the date paid. Palagenix may suspend Services until all overdue amounts are paid in full.
2.2. Late Payments: Palagenix reserves the right to charge interest on all overdue payments at the maximum rate permitted by applicable law, calculated from the date due until the date paid. Palagenix may suspend Services until all overdue amounts are paid in full.
2.2. Late Payments: Palagenix reserves the right to charge interest on all overdue payments at the maximum rate permitted by applicable law, calculated from the date due until the date paid. Palagenix may suspend Services until all overdue amounts are paid in full.
3. Intellectual Property (IP) Ownership
3. Intellectual Property (IP) Ownership
3. Intellectual Property (IP) Ownership
3.1 Client IP: All Client-provided data, models, software, source code, logos, trademarks, and pre-existing intellectual property remain the sole property of the Client.
3.1 Client IP: All Client-provided data, models, software, source code, logos, trademarks, and pre-existing intellectual property remain the sole property of the Client.
3.1 Client IP: All Client-provided data, models, software, source code, logos, trademarks, and pre-existing intellectual property remain the sole property of the Client.
3.2 Work Product IP: Subject to the Client's timely payment of all fees due under the SOW, Palagenix hereby assigns and transfers to the Client all right, title, and interest in and to the final deliverables ("Work Product") specifically created by Palagenix personnel for the Client under that SOW. This includes all copyrights, patents, trade secrets, and other intellectual property rights in the Work Product.
3.2 Work Product IP: Subject to the Client's timely payment of all fees due under the SOW, Palagenix hereby assigns and transfers to the Client all right, title, and interest in and to the final deliverables ("Work Product") specifically created by Palagenix personnel for the Client under that SOW. This includes all copyrights, patents, trade secrets, and other intellectual property rights in the Work Product.
3.2 Work Product IP: Subject to the Client's timely payment of all fees due under the SOW, Palagenix hereby assigns and transfers to the Client all right, title, and interest in and to the final deliverables ("Work Product") specifically created by Palagenix personnel for the Client under that SOW. This includes all copyrights, patents, trade secrets, and other intellectual property rights in the Work Product.
3.3 Palagenix Background IP: Notwithstanding Section 3.2, Palagenix retains all rights, title, and interest in and to its pre-existing and generally applicable intellectual property, methodologies, tools, software, processes, frameworks, and know-how (collectively, "Background IP"). If any Background IP is incorporated into the Work Product, Palagenix grants the Client a non-exclusive, non-transferable, worldwide, perpetual, royalty-free license to use, reproduce, and create derivative works of that specific Background IP solely to the extent necessary to operate the Work Product.
3.3 Palagenix Background IP: Notwithstanding Section 3.2, Palagenix retains all rights, title, and interest in and to its pre-existing and generally applicable intellectual property, methodologies, tools, software, processes, frameworks, and know-how (collectively, "Background IP"). If any Background IP is incorporated into the Work Product, Palagenix grants the Client a non-exclusive, non-transferable, worldwide, perpetual, royalty-free license to use, reproduce, and create derivative works of that specific Background IP solely to the extent necessary to operate the Work Product.
3.4 AI-Generated Content: The Client acknowledges that, where Services involve the use of Generative AI tools, the ownership and legal protection of the output content may be unsettled or limited under current laws. Palagenix makes no warranty or representation regarding the legal ownership or non-infringement of any content generated by third-party AI models.
3.4 AI-Generated Content: The Client acknowledges that, where Services involve the use of Generative AI tools, the ownership and legal protection of the output content may be unsettled or limited under current laws. Palagenix makes no warranty or representation regarding the legal ownership or non-infringement of any content generated by third-party AI models.
3.4 AI-Generated Content: The Client acknowledges that, where Services involve the use of Generative AI tools, the ownership and legal protection of the output content may be unsettled or limited under current laws. Palagenix makes no warranty or representation regarding the legal ownership or non-infringement of any content generated by third-party AI models.
4. Warranties and Limitation of Liability
4. Warranties and Limitation of Liability
4. Warranties and Limitation of Liability
4.1 Limited Warranty: Palagenix warrants that the Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. If the Services are found to be non-conforming, Palagenix will, as its sole obligation and the Client's exclusive remedy, re-perform the non-conforming Services at no additional charge.
4.1 Limited Warranty: Palagenix warrants that the Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. If the Services are found to be non-conforming, Palagenix will, as its sole obligation and the Client's exclusive remedy, re-perform the non-conforming Services at no additional charge.
4.1 Limited Warranty: Palagenix warrants that the Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. If the Services are found to be non-conforming, Palagenix will, as its sole obligation and the Client's exclusive remedy, re-perform the non-conforming Services at no additional charge.
4.2 Disclaimer: EXCEPT FOR THE LIMITED WARRANTY ABOVE, PALAGENIX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
4.2 Disclaimer: EXCEPT FOR THE LIMITED WARRANTY ABOVE, PALAGENIX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
4.2 Disclaimer: EXCEPT FOR THE LIMITED WARRANTY ABOVE, PALAGENIX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
4.3 Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PALAGENIX BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. PALAGENIX’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO PALAGENIX FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
4.3 Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PALAGENIX BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. PALAGENIX’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO PALAGENIX FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
4.3 Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PALAGENIX BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. PALAGENIX’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO PALAGENIX FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
5. Confidentiality
5. Confidentiality
5. Confidentiality
5.1 Confidential Information: Both parties acknowledge that they may receive confidential information ("Confidential Information"). This includes, but is not limited to, trade secrets, business plans, technical data, pricing, client service data, and proprietary software.
5.1 Confidential Information: Both parties acknowledge that they may receive confidential information ("Confidential Information"). This includes, but is not limited to, trade secrets, business plans, technical data, pricing, client service data, and proprietary software.
5.1 Confidential Information: Both parties acknowledge that they may receive confidential information ("Confidential Information"). This includes, but is not limited to, trade secrets, business plans, technical data, pricing, client service data, and proprietary software.
5.2 Non-Disclosure: The receiving party agrees not to disclose the Confidential Information of the disclosing party to any third party and to use such information only for the purpose of fulfilling the obligations under these Terms and the applicable SOW.
5.2 Non-Disclosure: The receiving party agrees not to disclose the Confidential Information of the disclosing party to any third party and to use such information only for the purpose of fulfilling the obligations under these Terms and the applicable SOW.
5.2 Non-Disclosure: The receiving party agrees not to disclose the Confidential Information of the disclosing party to any third party and to use such information only for the purpose of fulfilling the obligations under these Terms and the applicable SOW.
5.3 Exceptions: The obligation of non-disclosure shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is disclosed to the receiving party by a third party without breach of confidentiality; or (d) is required to be disclosed by law.
5.3 Exceptions: The obligation of non-disclosure shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is disclosed to the receiving party by a third party without breach of confidentiality; or (d) is required to be disclosed by law.
5.3 Exceptions: The obligation of non-disclosure shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is disclosed to the receiving party by a third party without breach of confidentiality; or (d) is required to be disclosed by law.
6. Term and Termination
6. Term and Termination
6. Term and Termination
6.1 Terms: These Terms commence on the Effective Date and remain in effect until terminated by either party as set forth herein.
6.1 Terms: These Terms commence on the Effective Date and remain in effect until terminated by either party as set forth herein.
6.1 Terms: These Terms commence on the Effective Date and remain in effect until terminated by either party as set forth herein.
6.2 Termination for Cause: Either party may terminate these Terms or any active SOW immediately upon written notice if the other party materially breaches any provision of these Terms or the SOW and fails to cure such breach within thirty (30) days of receiving written notice.
6.2 Termination for Cause: Either party may terminate these Terms or any active SOW immediately upon written notice if the other party materially breaches any provision of these Terms or the SOW and fails to cure such breach within thirty (30) days of receiving written notice.
6.2 Termination for Cause: Either party may terminate these Terms or any active SOW immediately upon written notice if the other party materially breaches any provision of these Terms or the SOW and fails to cure such breach within thirty (30) days of receiving written notice.
6.3 Effect of Termination: Upon termination, the Client shall immediately pay Palagenix for all Services rendered up to the date of termination. Sections related to Fees, IP Ownership, Warranties, Limitation of Liability, Confidentiality, and Governing Law shall survive termination.
6.3 Effect of Termination: Upon termination, the Client shall immediately pay Palagenix for all Services rendered up to the date of termination. Sections related to Fees, IP Ownership, Warranties, Limitation of Liability, Confidentiality, and Governing Law shall survive termination.
6.3 Effect of Termination: Upon termination, the Client shall immediately pay Palagenix for all Services rendered up to the date of termination. Sections related to Fees, IP Ownership, Warranties, Limitation of Liability, Confidentiality, and Governing Law shall survive termination.
7. Governing Law and Dispute Resolution
7. Governing Law and Dispute Resolution
7. Governing Law and Dispute Resolution
7.1 Governing Low: These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of Delaware, USA, without regard to its conflict of laws principles.
7.1 Governing Low: These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of Delaware, USA, without regard to its conflict of laws principles.
7.1 Governing Low: These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of Delaware, USA, without regard to its conflict of laws principles.
7.2 Dispute Resolution: In the event of any dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute cannot be resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration in Delaware under the rules of the American Arbitration Association (AAA) or a mutually agreeable arbitration body.
7.2 Dispute Resolution: In the event of any dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute cannot be resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration in Delaware under the rules of the American Arbitration Association (AAA) or a mutually agreeable arbitration body.
7.2 Dispute Resolution: In the event of any dispute, the parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute cannot be resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration in Delaware under the rules of the American Arbitration Association (AAA) or a mutually agreeable arbitration body.
8. General Provisions
8. General Provisions
8. General Provisions
8.1 Relationship of Parties: Palagenix is an independent contractor, and nothing in these Terms shall be construed to create a partnership, joint venture, or employer-employee relationship.
8.1 Relationship of Parties: Palagenix is an independent contractor, and nothing in these Terms shall be construed to create a partnership, joint venture, or employer-employee relationship.
8.1 Relationship of Parties: Palagenix is an independent contractor, and nothing in these Terms shall be construed to create a partnership, joint venture, or employer-employee relationship.
8.2 Entire Agreement: These Terms, together with the applicable SOW, constitute the entire agreement between the parties concerning the Services.
8.2 Entire Agreement: These Terms, together with the applicable SOW, constitute the entire agreement between the parties concerning the Services.
8.2 Entire Agreement: These Terms, together with the applicable SOW, constitute the entire agreement between the parties concerning the Services.
8.3 Amendments: These Terms may only be amended by a written agreement signed by authorized representatives of both parties
8.3 Amendments: These Terms may only be amended by a written agreement signed by authorized representatives of both parties
8.3 Amendments: These Terms may only be amended by a written agreement signed by authorized representatives of both parties
Contact Information for Notices: Palagenix LLC
Contact Information for Notices: Palagenix LLC
Contact Information for Notices: Palagenix LLC
Email: contact@palagenix.com
Email: contact@palagenix.com
Email: contact@palagenix.com
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