Terms and Conditions
Version 1.0 – Effective from December 1, 2024
These Standard Terms and Conditions ("Terms") govern the Services provided by Trailmix Labs LLC ("Trailmix") to the Customer identified on an executed Order Form ("Order Form"). Capitalized terms not defined herein have the meanings assigned in the Order Form. Together, the Order Form and these Terms form the parties' "Agreement".
1. Services
Trailmix will provide the consulting, software development, maintenance, and support services ("Services") described in the applicable Order Form. Trailmix may use subcontractors, provided Trailmix remains responsible for compliance with this Agreement.
2. Fees & Payment
Fees.
Customer will pay the fees set forth in the Order Form.
Invoices.
Unless the Order Form states otherwise, Trailmix will invoice Fees in advance.
Payment Terms.
Except as otherwise specified in the Order Form, invoices are due NET 30 from invoice date.
Late Payments.
Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower).
Taxes.
Fees exclude, and Customer is responsible for, all applicable taxes, duties, and government charges (other than Trailmix's income taxes).
3. Term & Termination
Term.
These Terms remain in effect for as long as an Order Form is in force.
Termination for Cause.
Either party may terminate an Order Form for material breach if the breach is not cured within 30 days of written notice.
Termination for Convenience (Monthly Agreements).
Either party may terminate an Order Form with month‑to‑month or other monthly‑renewal terms at any time upon thirty (30) days' written notice to the other party.
Effect of Termination.
Upon termination, Customer will pay all Fees accrued through the termination date. Sections 2–10 survive termination.
4. Intellectual Property
Pre‑Existing IP.
Each party retains ownership of its pre‑existing IP.
Deliverables.
Upon full payment of Fees, Trailmix grants Customer a worldwide, royalty‑free, non‑transferable license to use Deliverables for Customer's internal business purposes.
Tools.
Trailmix retains all rights to its underlying tooling, templates, and know‑how, including improvements developed while performing the Services.
5. Confidentiality
Each party agrees to protect the other's non‑public information with the same degree of care it uses to protect its own confidential information (but no less than reasonable care) and to use such information solely to fulfill this Agreement.
6. Warranties & Disclaimers
Trailmix warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE CLAIM. NEITHER PARTY IS LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
8. Data Protection & Security
Trailmix will implement commercially reasonable technical and organizational measures to protect Customer data processed during the performance of the Services.
9. Compliance with Laws
Each party will comply with all laws and regulations applicable to its performance under this Agreement, including export control and anti‑corruption laws.
10. Miscellaneous
Governing Law.
This Agreement is governed by the laws of the State of Maine, without regard to conflict of laws principles.
Assignment.
Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
Entire Agreement.
This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior proposals or agreements.
Amendments.
Any amendment must be in writing and signed by both parties.
Notices.
Legal notices must be sent to the addresses set forth in the Order Form and are deemed delivered when received.
Contact Information
If you have any questions about these Terms, please contact us at hello@trailmixlabs.com.