TERMS OF USE
Effective Date: August 6, 2025
Last Updated: August 29, 2025
Business Name: Apex Interactive Solutions ("Company")
Website: www.apexinteractivesolutions.com

These Terms of Use ("Agreement") constitute a legally binding agreement between the client ("the Client") and Apex Interactive Solutions ("the Company"), governing the use of all services provided by the Company. By engaging the Company for any service, signing a proposal, submitting payment, or accessing the  Company’s website or portal, the Client agrees to be fully bound by all terms set forth in this Agreement. This Agreement contains a binding arbitration provision, class action waiver, and jury trial waiver. Any claim or cause of action arising from or related to the services must be filed within one (1) year after such claim or cause of action arose, or be permanently barred. If the Client does not agree to any portion of this Agreement, the Client must not engage with the Company's services or website.

1. Scope of Services
   The Company agrees to provide website design, marketing, and/or related digital services as outlined in the signed proposal or service agreement. All timelines, milestones, or delivery dates provided by the Company are non-binding estimates and do not constitute guarantees. The Company shall have no liability for delays caused by factors outside its reasonable control, including but not limited to the Client’s failure to provide required materials, approvals, or timely communication. No obligations, warranties, or deliverables shall be implied beyond those expressly stated in this Agreement or the applicable service agreement.
2. Client Responsibilities
   The Client shall provide accurate, timely, and complete materials, information, and approvals necessary for the Company to perform its services.
   The Client shall maintain clear, prompt communication throughout the project duration and submit all revision and support requests through the Company’s designated channels. The Client represents and warrants that all content, materials, and information provided to the Company are owned by the Client or properly licensed for use, and do not infringe upon any third-party rights. The Client is solely responsible for the accuracy, legality, and appropriateness of all materials provided to the Company. The Client warrants that all such materials are free from third-party copyright or trademark infringement. The Client shall indemnify, defend, and hold harmless the Company from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from any allegation that materials provided by the Client infringe or misappropriate any third-party intellectual property rights or otherwise violate applicable laws. Failure to fulfill these responsibilities may result in project delays and additional fees at the discretion of the Company.
3. Fees, Payment Terms, and Billing Cycle

1. Billing and Payment Schedule
   The Client agrees to pay a one-time, non-refundable setup fee prior to the commencement of any work by the Company. Thereafter, services shall be billed on a monthly basis. The initial monthly payment shall become due and payable on the same calendar day of the month immediately following the date on which the Client’s website is published. If the publication date falls on the 29th, 30th, or 31st day of any month, subsequent monthly payments shall be due on the first (1st) day of each following month.
   The Client shall maintain valid payment information on file at all times. The Client may not withhold, offset, or reduce any payment due under this Agreement for any reason without the Company’s prior written consent. All setup fees are non-cancelable and non-refundable. Payments must be received in full on or before the applicable due date. Payments not received by the due date shall constitute a material breach of this Agreement, and the Company shall have the right to suspend or withhold all services, deliverables, and access to any related platforms until all outstanding amounts, including any applicable late fees, have been paid in full. The Company’s obligation to perform services is expressly conditioned upon receipt of all payments when due. In the event of non-payment, the Client shall be responsible for all reasonable attorneys’ fees, court costs, and collection agency fees incurred by the Company in recovering any amounts owed.
2. Pricing Adjustments
   The Company, in its sole and absolute discretion, reserves the right to modify, increase, or otherwise adjust the pricing of any plan tier or service at any time and without prior notice. Any change in pricing shall be effective immediately upon publication by the Company and shall apply to the Client’s next billing cycle. Continued use of the Company’s services following any such pricing modification shall constitute the Client’s full acceptance of the new pricing. Under no circumstances shall the Client have any right to dispute, withhold payment for, or retroactively challenge any such adjustment in pricing. The Client further waives any and all claims arising from or relating to such changes, provided the Company applies the revised pricing prospectively and not retroactively to amounts already paid.

4. Plan Tier Changes
   The Client may request to upgrade or downgrade service tiers. Any such change shall require the execution of a new service agreement  signed by both the Client and the Company, which will outline the adjusted services, fees, and revised delivery timelines. The new pricing shall take effect at the commencement of the Client’s next billing cycle. Services shall remain in accordance with the Client’s current tier until the effective date of the updated service agreement.
5. Revisions and Additional Work
   All revision requests must be submitted through the Company’s official Revision Request Form. Upon receipt, the Client shall be invoiced based on the selected revision tier. Work on revisions shall commence only upon full receipt of payment. Any revision requests sent via text, direct message, or informal methods shall not be recognized until submitted through the designated system.
6. Content Generation
   Unless explicitly stated otherwise, all project content shall be generated by the Company’s design and content team using internal tools, stock media, templates, artificial intelligence, or other means deemed suitable. Upon full payment of setup fee and publishing of the website, the Client is granted usage rights to final deliverables as outlined in Section 8.
7. Third-Party Services and Integrations
   The Company may utilize third-party tools, services, platforms, software or integrations in providing services to the Client. All such third-party services are provided “as is” and without warranty of any kind. The Company shall have no responsibility or liability for the availability, performance, accuracy, or security of any third-party services or integrations.
8. Intellectual Property
   Ownership of all original design work and custom assets shall transfer to the Client only upon website publishing and full payment. The Company retains the right to display any completed work in its portfolio, promotional materials, or advertising unless the Client submits a written request for exemption. All code snippets, templates, internal tools, and proprietary resources used in project development shall remain the intellectual property of the Company.
9. Hosting and Domains
   The Company shall not be liable for hosting-related outages, data loss, or downtime. In regard to domain names, the Client may either: (1) provide access to an already-owned domain, in which case the Client retains all rights and ownership of the domain, and the Company assumes no responsibility for renewal, maintenance, or management of any domain following termination unless expressly agreed upon in writing; or (2) the Company shall present domain name options that align with the Client’s business. The Client shall select an option, and the Company shall handle the purchase, setup, and associated responsibilities. If the domain is acquired through the Company, it shall be held in the Company’s account. In the event of termination of services, the Company retains ownership of the domain or the Client may request transfer of ownership. If a transfer of ownership is requested, the Client shall be invoiced for a domain release fee based on current domain value and administrative costs. Upon receipt of full payment, the domain shall be transferred to the Client, who shall assume all responsibilities for renewal, DNS settings, and associated maintenance. The Company reserves the right to retain domain ownership if no arrangement is made.
10. Warranties and Disclaimers
    The services are provided on an “as is” and “as available” basis. The Company makes no warranties, express or implied, regarding the services, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted service, or error-free operation. All implied warranties are expressly disclaimed to the maximum extent permitted by law. Use of services is solely at the Client’s risk.
11. Limitation of Liability
    In no event shall the Company’s total aggregate liability for any claim under this Agreement exceed the total fees actually paid by the Client to the Company in the three (3) months immediately preceding the event giving rise to the claim. The Company shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, business interruption, reputational harm, or anticipated savings, even if advised of the possibility of such damages.
12. Indemnification
    The Client agrees to indemnify, defend, and hold harmless the Company and its employees, contractors, and affiliates from any claims, damages, or legal expenses resulting from the Client’s breach of this Agreement, misuse of services, or violation of applicable laws.
13. Termination
    Either party may terminate this Agreement upon written notice if the other party materially breaches any term of this Agreement and fails to remedy such breach within seven (7) calendar days after written notice.
    The Company may, at its sole and absolute discretion, suspend or terminate this Agreement immediately, without liability, and without prior notice for non-payment, fraudulent activity, violation of applicable laws, abusive conduct, or any actions, omissions, or conduct that the Company determines may damage, impair, or otherwise harm the Company’s reputation, business operations, or relationships.
    Upon termination for any reason, all fees, charges, and other amounts owed by the Client shall become immediately due and payable, without setoff or deduction, and the Client shall remain liable for all such amounts.
    All termination requests by the Client must be submitted in writing via email and shall be effective only upon confirmation of receipt by the Company.
    Clients on a monthly billing cycle must provide written notice of termination at least three (3) calendar days prior to the next scheduled billing date to avoid being charged for the subsequent month. No refunds, credits, or prorated adjustments shall be issued for any partial billing periods, unused services, or setup fees, and the Client expressly waives any claim to the contrary.
14. Non-Disclosure and Confidentiality
    The Company shall treat all Client data and project information as confidential. The Client agrees not to disclose or distribute proprietary methods, processes, documents, or trade secrets of the Company.
15. Non-Solicitation
    The Client agrees not to solicit, hire, or contract with any employee, contractor, or affiliate of the Company during the service term and for a period of twelve (12) months following project completion.
16. Force Majeure
    The Company shall not be liable or responsible for any delay, interruption, or failure in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, third-party service disruptions, pandemics, epidemics, governmental actions, labor disputes, cyberattacks, denial-of-service attacks, utility failures, or supply chain disruptions.
17. Governing Law and Jurisdiction
    This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration in Brevard County, Florida, administered by the American Arbitration Association under its Commercial Arbitration Rules. The parties expressly waive the right to a trial by jury and to participate in any class action, class arbitration, or representative action.
18. Entire Agreement
    This Agreement, together with any signed proposals or service agreements, constitutes the entire understanding between the parties and supersedes all prior agreements, understandings, or representations, whether oral or written. This Agreement may not be modified except in writing, signed by both parties.
19. Amendments
    The Company reserves the right to update or modify these Terms at any time without prior notice. The updated Terms shall be posted on the Company website. Continued use of services constitutes acceptance of the revised Terms.
20. Contact Information
    For questions regarding this Agreement, the Client may contact:
    
    Apex Interactive Solutions
    Email: [email protected]
    Phone: 407-307-5345
    Website: www.apexinteractivesolutions.com