Last Updated: February 17, 2025
Please read these Terms and Conditions ("Terms") carefully before engaging nfty for any services. By accessing our website, submitting a project inquiry, executing a Statement of Work, or using any software or platform delivered by nfty ("Company," "we," "us," or "our"), you ("Client" or "you") agree to be bound by these Terms.
1. Acceptance of Terms
These Terms constitute a legally binding agreement between you and nfty. 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, do not use our services or website.
2. Description of Services
nfty provides custom software development and related technology services, including but not limited to:
- Custom web and mobile application development
- Powerless POS systems (QR/NFC-based, hardware-free checkout)
- HIPAA-compliant AI applications for healthcare practices
- API design, integration, and automation
- Database architecture and cloud infrastructure
- Ongoing maintenance, support, and enhancement retainers
The specific scope, deliverables, timeline, and fees for each engagement are defined in a separate Statement of Work ("SOW") or project agreement signed by both parties. In the event of any conflict between these Terms and an SOW, the SOW shall control with respect to that engagement.
3. Project Engagements & Statements of Work
3.1 Scope. All work performed by nfty will be governed by a mutually agreed-upon SOW that defines deliverables, milestones, acceptance criteria, and fees. Any work outside the agreed scope ("Change Requests") must be documented in writing and may result in additional charges and timeline adjustments.
3.2 Client Responsibilities. You agree to provide timely access to necessary systems, personnel, content, and feedback. Delays caused by your failure to provide required inputs may result in revised timelines and additional fees at our standard rates.
3.3 Acceptance. Upon delivery of a milestone or final deliverable, you have the number of business days specified in the SOW (default: 10 business days) to review and provide written acceptance or a detailed list of defects. Silence after the review period constitutes acceptance.
4. Fees, Payment & Billing
4.1 Fees. Fees are set forth in the applicable SOW. We reserve the right to adjust our standard rates with 30 days' written notice for ongoing retainer engagements.
4.2 Invoicing. Invoices are issued per the schedule in the SOW (e.g., upon milestone completion, monthly, or upfront). Payment is due within 15 days of invoice date unless otherwise agreed in writing.
4.3 Late Payments. Overdue balances accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). nfty reserves the right to suspend work on any active project until all overdue amounts are paid in full.
4.4 Expenses. Pre-approved third-party costs (e.g., hosting, licenses, APIs, travel) will be billed at cost plus a 10% administrative fee unless otherwise agreed.
4.5 Taxes. All fees are exclusive of applicable taxes. You are responsible for all sales, use, VAT, or similar taxes imposed by any governmental authority.
5. Intellectual Property
5.1 Client-Owned Deliverables. Upon receipt of full payment for an engagement, nfty assigns to you all right, title, and interest in the custom code, designs, and documentation created specifically for you under that SOW ("Custom Deliverables"), excluding any Pre-Existing IP or Third-Party Components.
5.2 Pre-Existing IP. nfty retains all ownership of tools, frameworks, libraries, methodologies, know-how, and reusable components developed prior to or independently of your engagement ("Pre-Existing IP"). To the extent any Pre-Existing IP is incorporated into your deliverables, nfty grants you a perpetual, non-exclusive, royalty-free license to use it solely as part of the delivered solution.
5.3 Third-Party Components. Certain deliverables may incorporate open-source software or third-party libraries. Your use of such components is subject to their respective licenses, which nfty will identify in the SOW or project documentation.
5.4 Portfolio Rights. Unless you request otherwise in writing, nfty reserves the right to reference your company name and a general description of the project in our portfolio and marketing materials. We will never disclose confidential business logic or proprietary data.
6. Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Neither party will disclose Confidential Information to third parties or use it for any purpose other than performing obligations under these Terms, without prior written consent. This obligation survives termination for a period of three (3) years. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known before disclosure; or (c) is required to be disclosed by law or court order.
7. HIPAA & Regulated Data
Where nfty develops or operates software that handles Protected Health Information ("PHI") as defined under HIPAA, the parties will execute a separate Business Associate Agreement ("BAA") prior to any PHI being processed. nfty will implement and maintain reasonable and appropriate administrative, physical, and technical safeguards as required by applicable law. You are solely responsible for ensuring your use of nfty-developed software complies with all applicable regulations governing your industry.
8. Warranties & Disclaimers
8.1 nfty Warranty. nfty warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. For a period of 90 days following final delivery of a project ("Warranty Period"), nfty will, at no additional charge, correct any material defects in the Custom Deliverables that cause them to fail to conform to the accepted specifications.
8.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." NFTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NFTY DOES NOT WARRANT THAT SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NFTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NFTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO ANY ENGAGEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO NFTY UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10. Indemnification
You agree to indemnify, defend, and hold harmless nfty and its officers, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the deliverables in violation of these Terms or applicable law; (b) your breach of any representation or warranty; (c) content, data, or materials you provide to nfty; or (d) your violation of any third-party rights.
11. Term & Termination
11.1 Term. These Terms remain in effect for the duration of any active SOW and any post-project warranty or support period.
11.2 Termination for Convenience. Either party may terminate an SOW with 30 days' written notice. Upon termination, you will pay for all work completed and non-cancellable expenses incurred through the termination date. nfty will deliver all completed work product upon receipt of final payment.
11.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days of receiving written notice of the breach.
11.4 Effect of Termination. Sections 5, 6, 8.2, 9, 10, and 13 survive any termination or expiration of these Terms.
12. Dispute Resolution
The parties will attempt to resolve any dispute informally by escalating to senior representatives within 15 days of written notice of a dispute. If unresolved, disputes will be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in Nashville, Tennessee. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information.
13. General Provisions
Governing Law. These Terms are governed by the laws of the State of Tennessee, without regard to its conflict-of-law provisions.
Entire Agreement. These Terms, together with any executed SOW and BAA, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior agreements and understandings.
Amendments. nfty may update these Terms from time to time. Material changes will be posted on our website with an updated "Last Updated" date. Continued use of our services after such changes constitutes acceptance.
Severability. If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.
Waiver. Failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that provision.
Assignment. You may not assign your rights or obligations under these Terms without nfty's prior written consent. nfty may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
Force Majeure. Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, or internet outages.
14. Contact Information
For questions about these Terms and Conditions, please contact us at:
nfty
Nashville, Tennessee
Email: legal@thatsnfty.com
Phone: (615) 249-8008
