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Terms & Conditions

The rules and agreements that govern your use of AgzyTech LLC services.

Last updated: June 15, 2026

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "User," or "you") and AgzyTech LLC ("AgzyTech," "we," "us," or "our"). These Terms apply to all clients, customers, and users who access our website at https://agzytech.com, engage us for custom software development, subscribe to our SaaS products, or otherwise use our services (collectively, the "Services"), regardless of where you are located. By using the Services, you agree to be bound by these Terms and our Privacy Policy.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you may not access or use the Services.

2. Definitions

  • "Services" means our website, custom software development, consulting, SaaS products, mobile applications, and any related support or maintenance we provide.
  • "Deliverables" means software, documentation, designs, and other work product created by us under a Statement of Work (SOW) or project agreement.
  • "Scope of Work" (SOW) means the written document, proposal, or agreement that defines the specific features, timeline, deliverables, and fees for a project or engagement.
  • "Implementation Phase" means the period during which we are actively building, configuring, and deploying the Deliverables as defined in the SOW, prior to final acceptance by the Client.

3. Services

AgzyTech provides custom software development, SaaS product subscriptions, mobile application development, and related technology services. The specific scope, timeline, and fees for each engagement are defined in a separate SOW, proposal, or subscription agreement. These Terms apply to all engagements unless superseded by a signed agreement that explicitly overrides a provision herein.

4. Accounts and Eligibility

You must be at least 18 years old and capable of forming a binding contract to use our Services. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account.

5. Scope of Work and Change Requests

Each project or engagement is governed by a defined Scope of Work (SOW) that outlines the specific deliverables, features, timeline, and fees agreed upon by both parties.

5.1 During the Implementation Phase

During the setup and implementation phase, it is the Client's responsibility to review deliverables, provide timely feedback, and request any changes that fall within the agreed scope of work. We will make reasonable efforts to accommodate change requests that are within scope during this phase. Delays in Client feedback or approvals may extend project timelines accordingly.

5.2 After Implementation Completion

Once implementation is completed and accepted by the Client (or deemed accepted after the review period specified in the SOW), any features, revisions, modifications, or additions requested by the Client are considered out of scope. Such post-completion requests will be handled as a new scope of work requiring a separate written proposal with associated charges. No out-of-scope work will begin until the Client has reviewed and agreed to the new proposal in writing.

5.3 Acceptance

Unless otherwise specified in the SOW, Deliverables are deemed accepted if the Client does not provide written notice of material defects within ten (10) business days of delivery. Acceptance does not waive the Client's right to report defects covered under any applicable warranty period.

6. Fees, Payment, and Late Charges

Fees for Services are as specified in the applicable SOW, proposal, or subscription plan. Unless otherwise agreed:

  • Custom development projects may require a deposit before work begins, with remaining fees due according to the payment schedule in the SOW;
  • SaaS subscriptions are billed in advance on a recurring basis (monthly or annually as selected);
  • Invoices are due within thirty (30) days of receipt unless otherwise stated;
  • Late payments may incur interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) and may result in suspension of Services until payment is received;
  • All fees are non-refundable except as expressly stated in the SOW or required by applicable law.

7. Client Responsibilities

The Client agrees to:

  • Provide timely access to necessary information, content, credentials, and personnel required for us to perform the Services;
  • Review and approve deliverables within the timeframes specified in the SOW;
  • Designate a primary point of contact with authority to make project decisions;
  • Ensure that any content, data, or materials provided to us do not infringe third-party rights or violate applicable laws;
  • Maintain appropriate backups of Client-provided data and content.

Failure to fulfill these responsibilities may result in project delays, additional charges, or termination of the engagement as described in Section 15.

8. Intellectual Property and License

8.1 Custom development

Upon full payment of all fees due under the applicable SOW, we grant the Client ownership of the custom Deliverables created specifically for the Client, excluding our pre-existing tools, frameworks, libraries, and general-purpose code ("Background IP"). We retain all rights to our Background IP and grant the Client a perpetual, non-exclusive license to use Background IP embedded in the Deliverables as necessary to operate the Deliverables.

8.2 SaaS products

Our SaaS products remain the property of AgzyTech. Subscription grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the SaaS product during the subscription term, subject to these Terms and the applicable subscription plan.

8.3 Client materials

The Client retains ownership of all content, data, and materials provided to us. The Client grants us a limited license to use such materials solely for the purpose of delivering the Services.

9. Acceptable Use

You agree not to:

  • Use the Services for any unlawful purpose or in violation of any applicable law or regulation;
  • Attempt to gain unauthorized access to our systems, other users' accounts, or any connected networks;
  • Reverse engineer, decompile, or disassemble any software provided as part of the Services, except as permitted by applicable law;
  • Transmit viruses, malware, or other harmful code through the Services;
  • Resell, sublicense, or redistribute our SaaS products without written authorization;
  • Use the Services in a manner that could damage, disable, or impair our infrastructure or interfere with other users.

10. Third-Party Services

Our Services may integrate with or depend on third-party platforms, APIs, and services (e.g., payment processors, cloud providers, mapping services). We are not responsible for the availability, performance, or terms of third-party services. Your use of third-party services is governed by their respective terms and policies.

11. Warranties and Disclaimer

We warrant that Deliverables will substantially conform to the specifications in the applicable SOW for a period of thirty (30) days following acceptance ("Warranty Period"). During the Warranty Period, we will, at our option, repair or replace non-conforming Deliverables at no additional charge.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Nothing in these Terms excludes or limits warranties that cannot be excluded or limited under applicable law in your jurisdiction.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AgzyTech, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

The limitations in this section do not apply to liability arising from our gross negligence, willful misconduct, or fraud, or to any liability that cannot be limited under applicable law in your jurisdiction. Our liability shall be limited to the fullest extent permitted by applicable law.

13. Indemnification

You agree to indemnify, defend, and hold harmless AgzyTech and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) content or materials you provide to us.

14. Confidentiality and Data Protection

Each party agrees to protect the other party's confidential information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

We handle personal information in accordance with our Privacy Policy and our Written Information Security Program (WISP). Both parties agree to comply with applicable data protection laws in the performance of their obligations under these Terms.

15. Term and Termination

These Terms remain in effect for as long as you use the Services. Either party may terminate a custom development engagement in accordance with the termination provisions in the applicable SOW. For SaaS subscriptions, either party may cancel with thirty (30) days' written notice before the next billing cycle.

We may suspend or terminate your access to the Services immediately if you breach these Terms, fail to pay fees when due, or engage in conduct that we reasonably believe may harm us or other users.

Upon termination, your right to use the Services ceases immediately. Sections that by their nature should survive termination (including Sections 8, 11, 12, 13, 14, 16, and 17) will survive.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemics, power failures, internet outages, or third-party service disruptions.

17. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-law principles. Any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in Massachusetts, and each party irrevocably submits to the personal jurisdiction of such courts.

Nothing in these Terms limits any rights you may have under applicable consumer protection or privacy laws in your jurisdiction that cannot be waived by agreement.

Before initiating formal legal proceedings, both parties agree to attempt to resolve disputes in good faith through direct negotiation for a period of at least thirty (30) days.

18. Miscellaneous

  • Entire agreement — These Terms, together with any applicable SOW, proposal, or subscription agreement and our Privacy Policy, constitute the entire agreement between the parties;
  • Severability — If any provision is found unenforceable, the remaining provisions remain in full force and effect;
  • Assignment — You may not assign these Terms without our prior written consent. We may assign our rights and obligations in connection with a merger, acquisition, or sale of assets;
  • Waiver — Failure to enforce any provision does not constitute a waiver of that provision or any other provision;
  • Amendments — We may modify these Terms at any time by posting the updated version on this page. Material changes will be communicated via email or a notice on our website. Continued use after changes constitutes acceptance.

19. Contact Us

If you have questions about these Terms, please contact us: