Terms of Service

1. Agreement to Terms

By engaging Nexlifa for services including SEO Integration, Custom Tools, AI Integration, Workflow Automation, Website Development, or Offer Creation ("Services"), you accept and agree to be bound by these terms and conditions. If you do not agree to abide by these terms, do not engage Nexlifa for any services. Nexlifa reserves the right to update these terms at any time, and your continued use of the Services constitutes acceptance of any changes.

2. Service Delivery and Client Responsibilities

Nexlifa will provide the Services as described in the agreed-upon project scope and proposal. The Client agrees to provide necessary information, access, and cooperation required for Nexlifa to deliver the Services effectively. The Client is responsible for ensuring that all information, content, and materials provided to Nexlifa do not violate any third-party rights, applicable laws, or regulations. Delays in providing required information or access may extend project timelines and incur additional costs.

3. Intellectual Property and Ownership

Upon full payment of invoices, the Client receives ownership of deliverables specifically created for the Client as part of the Services (including custom tools, website code, SEO strategies implemented on the Client's properties, and strategic recommendations). All pre-existing tools, methodologies, templates, frameworks, and intellectual property owned or developed by Nexlifa remain Nexlifa's exclusive property and are licensed to the Client for use only in connection with the Services provided. The Client may not sell, redistribute, or repurpose Nexlifa's pre-existing tools or intellectual property for third-party use.

4. Payment Terms

All fees are as specified in the project proposal or invoice. Payment is due upon invoice unless otherwise agreed in writing. Late payments may incur a late fee of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower. Nexlifa reserves the right to suspend Services until payment is received in full. If the Client disputes any charges, written notice must be provided within 30 days of the invoice date.

5. Disclaimer of Warranties

While Nexlifa uses industry best practices, results are not guaranteed. The Services are provided on an "as-is" basis. Nexlifa makes no warranties, express or implied, regarding specific results, revenue growth, rankings, or outcomes from SEO, Custom Tools, AI Integration, Workflow Automation, Website Development, or Offer Creation services. Success depends on multiple factors beyond Nexlifa's control, including Client implementation, market conditions, and third-party platforms. Nexlifa does not guarantee error-free deliverables, though reasonable quality standards will be maintained.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXLIFA'S TOTAL LIABILITY FOR ANY CLAIMS RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE 12 MONTHS PRECEDING THE CLAIM. NEXLIFA SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF NEXLIFA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Indemnification

The Client agrees to indemnify, defend, and hold harmless Nexlifa, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from: (a) the Client's use of the Services or deliverables; (b) violation of these terms; (c) infringement of third-party rights by content or materials provided by the Client; (d) the Client's implementation or misuse of recommendations provided by Nexlifa; or (e) any claims related to the Client's business, products, or services.

8. Confidentiality

Both parties agree to keep confidential all non-public information disclosed during the engagement, including business strategies, pricing, and proprietary methods. This obligation does not apply to information that is publicly available, already known, or required to be disclosed by law. Nexlifa may reference the Client as a past client for portfolio and marketing purposes unless the Client explicitly requests otherwise in writing.

9. Termination and Cancellation

Either party may terminate an ongoing engagement with written notice. If the Client terminates before project completion, payment for work completed to date remains due. If Nexlifa terminates due to the Client's breach, non-payment, or violation of these terms, all outstanding invoices are immediately due. Upon termination, the Client retains ownership of deliverables only for work fully paid.

10. Changes to Scope of Work

Any changes to the agreed-upon scope of work must be documented in writing and may result in additional fees or extended timelines. Nexlifa is not responsible for delays or additional costs resulting from scope changes, unclear requirements, or late provision of necessary information by the Client.

11. Third-Party Platforms and Services

The Services may involve integration with or use of third-party platforms (Google, Facebook, AI providers, etc.). Nexlifa is not responsible for changes, outages, policy updates, or actions by third-party platforms. The Client is responsible for maintaining accounts and compliance with all third-party platform terms and policies. Any fees charged by third-party platforms are the Client's responsibility.

12. Dispute Resolution and Arbitration

Any disputes arising from these terms or the Services shall be resolved as follows:

• For US-based clients: Disputes shall be resolved through binding arbitration under the American Arbitration Association (AAA) rules. Arbitration shall be conducted on an individual basis (no class actions), in English, with each party bearing its own costs.
• For EU-based clients: Disputes shall be resolved through Lithuanian courts or through mediation under applicable EU law. Either party may initiate proceedings in Lithuanian courts or seek mediation before pursuing litigation.
• For all clients: This provision does not prevent Nexlifa from seeking injunctive relief for breach of confidentiality or intellectual property violations.

13. Governing Law

These terms are governed by the laws of the Republic of Lithuania, without regard to conflict of law principles. For clients based in the United States, both parties agree to resolve disputes under the American Arbitration Association (AAA) arbitration rules as outlined in Section 12 above, rather than through Lithuanian courts. All other clients consent to the jurisdiction of Lithuanian courts for any legal proceedings not subject to arbitration.

14. Severability

If any provision of these terms is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, or if not possible, severed. Remaining provisions continue in full force and effect.

15. Entire Agreement

These terms, together with the project proposal, invoice, and Nexlifa's Privacy Policy, constitute the entire agreement and supersede all prior communications, proposals, and agreements, whether oral or written. No modifications are valid unless in writing and signed by both parties.

16. Contact Information

For questions regarding these terms, contact us at contact@nexlifa.com.