This Master Terms of Service ("TOS") governs the relationship between Parabolic Software Solutions LLC
("Provider") and the entity or individual ("Client") identified in any corresponding Order Form, Statement
of Work, or Service Agreement.
IMPORTANT NOTICE: These Terms of Service are a framework agreement. Provider does not
offer a "one-size-fits-all" service. All specific services, pricing, timelines, and deliverables are
agreed upon on an individual business basis through a separate signed document (the
"Individual Agreement").
1. Individual Business Basis Agreement
1.1. Specificity of Terms. Client acknowledges and agrees that the specific scope of services,
compensation, and specialized performance obligations are unique to each engagement. No legal
relationship is formed solely by the review of these terms; an agreement is only finalized upon the
execution of an Individual Agreement (e.g., a Statement of Work or Order Form) signed by authorized
representatives of both parties.
1.2. Priority of Documents. In the event of a conflict between these Master Terms of Service and any
Individual Agreement, the terms of the Individual Agreement shall prevail specifically regarding the
services described therein.
2. Provision of Services
2.1. Engagement. Provider agrees to perform the services described in the applicable Individual
Agreement. Any changes to the scope must be agreed upon in writing via a formal Change Order.
2.2. Standard of Conduct. Provider will perform services in a professional and workmanlike manner
consistent with industry standards. However, specific Key Performance Indicators (KPIs) or Service
Level Agreements (SLAs) must be defined within the Individual Agreement to be binding.
3. Fees and Payment
3.1. Individual Pricing. Pricing is determined on a client-by-client basis based on resource allocation,
project complexity, and duration. Fees will be set forth in the Individual Agreement.
3.2. Payment Terms. Unless otherwise specified in the Individual Agreement, all invoices are due
within thirty (30) days of the invoice date. Late payments may be subject to a late fee of 1.5% per month
or the maximum rate permitted by law.
4. Confidentiality and Intellectual Property
4.1. Confidential Information. Both parties agree to protect the other party’s proprietary information
with the same degree of care used for their own information. This includes trade secrets, client lists, and
technical data.
4.2. Ownership. Unless the Individual Agreement explicitly states "Work Made for Hire," Provider
retains all rights to its pre-existing materials, methodologies, and general expertise used in performing
the services.
5. Term and Termination
5.1. Duration. These Master Terms remain in effect as long as there is an active Individual Agreement.
Each Individual Agreement will specify its own commencement and expiration dates.
5.2. Termination for Convenience. Termination rights are governed by the specific provisions found in
the Individual Agreement. If the Individual Agreement is silent, either party may terminate with sixty (60)
days' written notice.
6. Limitation of Liability
To the maximum extent permitted by law, Provider’s total liability for any claim arising out of an
Individual Agreement shall not exceed the total amount paid by Client to Provider under that specific
Individual Agreement during the twelve (12) months preceding the claim.
7. Governing Law
These Terms and all Individual Agreements shall be governed by the laws of the State of Wyoming, without regard to its conflict of law principles.