Terms of Service

Effective Date: January 1, 2025

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and React Tech Solutions LLC ("React Tech Solutions," "we," "us," or "our"), a limited liability company organized under the laws of the State of Texas. By accessing or using our website at reacttechsolution.com, engaging our services, or entering into a project agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

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 such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not access or use our website or services. We reserve the right to refuse service to anyone for any reason at any time.

2. Description of Services

React Tech Solutions provides a comprehensive range of technology services designed to help businesses innovate, optimize, and grow. Our services include, but are not limited to, IT consulting and strategic technology advisory, custom software development for web and mobile platforms, cloud infrastructure design, migration, and management, cybersecurity assessments, penetration testing, and compliance consulting, digital transformation strategy and implementation, user experience design and interface development, application maintenance and ongoing technical support, and systems integration and API development.

The specific scope, deliverables, timeline, and pricing for any engagement will be defined in a separate Statement of Work (SOW) or project agreement mutually agreed upon by both parties. These Terms govern the overall relationship between you and React Tech Solutions, while individual SOWs address the specifics of each project.

3. Client Responsibilities

To ensure the successful delivery of our services, you agree to the following responsibilities. You will provide accurate, complete, and timely information necessary for us to perform our services, including business requirements, technical specifications, brand guidelines, content, and access credentials for relevant systems. You will designate a primary point of contact who has the authority to make decisions, provide approvals, and communicate on behalf of your organization throughout the duration of the engagement.

You will provide timely feedback and approvals at each project milestone as outlined in the SOW. Delays in providing feedback or approvals may result in corresponding delays to the project timeline and potential additional costs. You will ensure that any materials, data, or content you provide to us do not infringe upon the intellectual property rights of any third party. You will maintain adequate backups of your own data and systems before granting us access for development, migration, or integration work. You will cooperate with our team in good faith and provide reasonable access to your systems, stakeholders, and subject matter experts as needed.

4. Project Agreements

All technology service engagements with React Tech Solutions are governed by individual Statements of Work (SOWs) that are executed in writing by authorized representatives of both parties. Each SOW will detail the project scope and objectives, specific deliverables and acceptance criteria, project timeline and milestone schedule, pricing structure and payment schedule, resource allocation and team composition, assumptions and dependencies, and any project-specific terms that supplement these general Terms.

Any changes to the scope, timeline, or budget of an active project must be documented through a formal change order process. Change orders require written agreement from both parties before additional work begins. We will provide a written estimate for any change order, including the impact on timeline and cost, before proceeding. Verbal agreements or informal communications do not constitute binding change orders.

5. Intellectual Property

5.1 Client Ownership of Deliverables

Upon receipt of full payment for all services rendered under an SOW, the Client shall own all rights, title, and interest in the custom deliverables created specifically for the Client as part of that engagement. This includes custom code, designs, documentation, and other original work product created exclusively for the Client's project.

5.2 Pre-Existing Materials

React Tech Solutions retains all rights, title, and interest in its pre-existing tools, libraries, frameworks, methodologies, templates, processes, and know-how that existed prior to the engagement or were developed independently outside the scope of the Client's project. Where such pre-existing materials are incorporated into Client deliverables, we grant the Client a non-exclusive, perpetual, royalty-free license to use those materials solely as part of the delivered solution.

5.3 Open Source Components

Our solutions may incorporate open source software components that are subject to their own license terms. We will identify any open source components used in your project and ensure compliance with their respective licenses. You agree to comply with the terms of any applicable open source licenses for components included in your deliverables.

5.4 Portfolio Rights

Unless otherwise agreed in writing or prohibited by a Non-Disclosure Agreement, React Tech Solutions may reference the Client's project in its portfolio, case studies, and marketing materials, including general descriptions of the work performed, technologies used, and results achieved. We will not disclose confidential business information or proprietary details without the Client's prior written consent.

6. Payment Terms

Payment terms for each engagement will be specified in the applicable SOW. Unless otherwise agreed, the following general payment terms apply. All invoices are due within thirty (30) days of the invoice date (NET 30). All amounts are stated and payable in United States Dollars (USD). We may require an upfront deposit, typically ranging from 25% to 50% of the total project value, before commencing work on a new engagement.

Late payments will accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the due date until the date of full payment. If payment is more than thirty (30) days overdue, we reserve the right to suspend work on the project until all outstanding balances are paid in full. The Client is responsible for all costs of collection, including reasonable attorneys' fees, incurred by React Tech Solutions in collecting overdue payments. All fees are non-refundable once services have been rendered, except as expressly provided in the applicable SOW.

7. Confidentiality

Both parties acknowledge that during the course of the engagement, each party may disclose or make available to the other party confidential and proprietary information ("Confidential Information"). Confidential Information includes, without limitation, business plans, financial data, customer lists, technical specifications, source code, trade secrets, pricing information, and any other information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to hold the other party's Confidential Information in strict confidence, use it only for the purposes of performing its obligations under these Terms and the applicable SOW, not disclose it to any third party without the prior written consent of the disclosing party, and protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. These confidentiality obligations shall survive the termination of these Terms for a period of three (3) years, except for trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

8. Warranties and Representations

8.1 Our Warranties

React Tech Solutions warrants that all services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. We further warrant that our team members possess the qualifications, skills, and experience necessary to perform the services described in each SOW. We provide a thirty (30) day warranty period following delivery and acceptance of each deliverable, during which we will correct any defects or errors in the deliverables that are attributable to our work at no additional cost to the Client.

8.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT OUR SERVICES WILL ACHIEVE SPECIFIC BUSINESS OUTCOMES, REVENUE TARGETS, OR PERFORMANCE METRICS, AS SUCH RESULTS DEPEND ON NUMEROUS FACTORS BEYOND OUR CONTROL.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF REACT TECH SOLUTIONS FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO REACT TECH SOLUTIONS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL REACT TECH SOLUTIONS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF REACT TECH SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. Indemnification

Each party ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, and affiliates ("Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the Indemnifying Party's breach of these Terms, negligence or willful misconduct, violation of applicable law, or infringement of any third-party intellectual property rights in connection with materials provided by the Indemnifying Party.

11. Term and Termination

These Terms are effective as of the date you first access our website or engage our services and will remain in effect until terminated. Either party may terminate these Terms or any individual SOW by providing thirty (30) days' written notice to the other party. We may terminate these Terms immediately upon written notice if you breach any material provision of these Terms and fail to cure such breach within fifteen (15) days of receiving written notice of the breach, or if you fail to make payment when due and such failure continues for more than thirty (30) days after written notice.

Upon termination, you shall pay for all services performed and expenses incurred through the effective date of termination. Any deliverables for which full payment has been received will be transferred to the Client. Deliverables for which payment has not been received in full remain the property of React Tech Solutions until such payment is made. The following sections shall survive termination: Intellectual Property, Payment Terms, Confidentiality, Warranties and Representations, Limitation of Liability, Indemnification, and Dispute Resolution.

12. Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. In the event of any dispute arising out of or relating to these Terms, the parties agree to first attempt to resolve the dispute through good-faith negotiations. If the dispute cannot be resolved through negotiations within thirty (30) days, the parties agree to submit the dispute to mediation administered by a mutually agreed-upon mediator in Austin, Texas, before pursuing any litigation.

If the dispute is not resolved through mediation within sixty (60) days of the initial mediation session, either party may pursue litigation. Both parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas, for any litigation arising out of or relating to these Terms. Each party waives any objection to such jurisdiction and venue.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond the reasonable control of the affected party. Such circumstances include, but are not limited to, acts of God, natural disasters, epidemics or pandemics, war or terrorism, government actions or regulations, power failures, internet or telecommunications outages, cyberattacks, labor disputes, and supply chain disruptions. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact of the force majeure event. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected SOW without liability.

14. Website Use Terms

In addition to the terms governing our professional services, the following terms apply to your use of our website. You agree to use our website only for lawful purposes and in a manner that does not infringe upon the rights of others or restrict their use and enjoyment of the website. You shall not attempt to gain unauthorized access to any portion of the website, its servers, or any systems connected to the website. You shall not use automated tools, bots, or scrapers to access, collect, or extract content from the website without our prior written consent. You shall not upload, transmit, or distribute any viruses, malware, or other harmful code through the website. You shall not use the website to transmit unsolicited commercial communications or spam. Any user accounts created on our website are for your personal use only, and you are responsible for maintaining the confidentiality of your account credentials.

15. Modifications to Terms

React Tech Solutions reserves the right to modify these Terms at any time. We will post the revised Terms on our website with an updated effective date. For material changes that affect active client engagements, we will provide direct notice via email at least thirty (30) days before the changes take effect. Your continued use of our website or services after the revised Terms become effective constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must discontinue use of our website and services.

16. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, the provision shall be severed from these Terms. The invalidity of any provision shall not affect the validity and enforceability of the remaining provisions, which shall continue in full force and effect.

17. Entire Agreement

These Terms, together with any SOWs, change orders, and other documents expressly incorporated by reference, constitute the entire agreement between you and React Tech Solutions with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No waiver of any term or condition shall be effective unless made in writing and signed by the waiving party. A waiver of any breach shall not constitute a waiver of any subsequent breach.

18. Contact Information

If you have any questions or concerns about these Terms of Service, please contact us at:

React Tech Solutions LLC
2400 Technology Drive, Suite 350
Austin, TX 78701
Email: [email protected]
Phone: (512) 843-7920