Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Technova LLC ("Technova," "we," "us," or "our"), a limited liability company registered in the State of New Mexico, United States, with its principal office at 1209 Mountain Road Pl NE, Ste R, Albuquerque, NM 87110.

By accessing our website, engaging our services, or entering into a service agreement with Technova, you agree to be bound by these Terms. 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 must not use our website or services.

2. About Technova

Technova is a global digital systems engineering organization specializing in enterprise-grade software architecture, data infrastructure, cloud-native solutions, automation platforms, and technology consulting. We operate internationally from the following locations:

• United States — Albuquerque, NM (Registered Office & Corporate Headquarters)
• Vietnam — Ho Chi Minh City (Southeast Asia Headquarters)
• Germany — Berlin (European Operations Node)
• Thailand — Chiang Mai (Engineering & Innovation Lab)

Our services are available to clients globally, and these Terms apply to all engagements regardless of the location of delivery.

3. Services

3.1 Scope

Technova provides digital systems engineering services including but not limited to:

• Custom software design, development, and deployment
• Enterprise data architecture and data pipeline engineering
• Cloud infrastructure design, migration, and managed operations
• System integration and API development
• Automation and intelligent workflow engineering
• Technology consulting and digital transformation advisory
• Ongoing maintenance, support, and performance optimization

3.2 Service Agreements

The specific scope, deliverables, timelines, fees, and terms for each engagement are defined in a separate Statement of Work ("SOW"), Master Services Agreement ("MSA"), or equivalent written agreement executed between Technova and the Client. In the event of a conflict between these Terms and a signed SOW or MSA, the SOW or MSA shall prevail with respect to the specific engagement.

3.3 Changes to Services

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time with reasonable notice. Material changes to ongoing engagements will be communicated in writing and, where applicable, subject to mutual agreement.

4. Client Obligations

As a client of Technova, you agree to:

• Provide accurate, complete, and timely information necessary for the performance of our services.
• Designate authorized points of contact with decision-making authority for project-related matters.
• Provide reasonable access to systems, environments, and resources required for service delivery.
• Review and provide feedback on deliverables within agreed-upon timeframes.
• Comply with all applicable laws, regulations, and industry standards relevant to your use of our services and deliverables.
• Ensure that any data, content, or materials provided to Technova do not infringe upon third-party intellectual property rights.

5. Fees and Payment

5.1 Pricing

Fees for our services are outlined in the applicable SOW or MSA and may be structured as fixed-price, time-and-materials, retainer, or milestone-based, depending on the nature of the engagement. All fees are quoted in U.S. Dollars (USD) unless otherwise specified in writing.

5.2 Invoicing

Invoices are issued in accordance with the payment schedule specified in the applicable agreement. Unless otherwise agreed, payment is due within thirty (30) days of the invoice date.

5.3 Late Payments

Overdue payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Technova reserves the right to suspend services if payments remain outstanding more than fifteen (15) days past the due date, upon written notice to the Client.

5.4 Taxes

All fees are exclusive of applicable taxes, duties, and government levies. The Client is responsible for all taxes arising from the engagement, except for taxes based on Technova's net income.

6. Intellectual Property

6.1 Client Deliverables

Upon full payment of all applicable fees, Technova assigns to the Client all rights, title, and interest in the custom deliverables specifically created for the Client as defined in the applicable SOW ("Client Deliverables"), except as otherwise specified in writing.

6.2 Technova IP

Technova retains all rights, title, and interest in its pre-existing intellectual property, proprietary tools, frameworks, methodologies, libraries, and general know-how ("Technova IP"), including any enhancements or modifications made during an engagement. Where Technova IP is incorporated into Client Deliverables, the Client is granted a non-exclusive, perpetual, worldwide license to use such Technova IP solely as part of the delivered solution.

6.3 Third-Party Components

Deliverables may incorporate open-source software or third-party components subject to their respective licenses. Technova will disclose material third-party dependencies and their applicable license terms upon request.

6.4 Feedback

Any suggestions, ideas, or feedback you provide regarding our services may be used by Technova without restriction or obligation to you.

7. Confidentiality

Each party agrees to hold in confidence all non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information shall not be disclosed to third parties without the disclosing party's prior written consent, except:

• To employees, contractors, or agents who need access to perform obligations under the agreement and are bound by confidentiality obligations at least as protective as these Terms.
• As required by law, regulation, or court order, provided the receiving party gives prompt notice where legally permitted.

Confidentiality obligations survive for three (3) years following the termination of the applicable engagement, except for trade secrets which remain protected indefinitely.

8. Warranties and Disclaimers

8.1 Service Warranty

Technova warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If deliverables contain material defects that do not conform to the agreed specifications, Technova will, at its sole discretion, re- perform the defective services or remedy the non-conformity at no additional cost, provided that the Client notifies Technova within thirty (30) days of delivery.

8.2 Disclaimer

9. Limitation of Liability

10. Indemnification

10.1 By Technova

Technova shall defend, indemnify, and hold harmless the Client from and against any third-party claims alleging that the Client Deliverables, as delivered by Technova, infringe upon the intellectual property rights of a third party, provided the Client promptly notifies Technova, grants Technova sole control of the defense, and cooperates reasonably.

10.2 By Client

The Client shall defend, indemnify, and hold harmless Technova from and against any third-party claims arising from (a) the Client's use of deliverables in a manner not contemplated by the agreement, (b) Client-provided materials or data that infringe upon third-party rights, or (c) the Client's breach of these Terms.

11. Term and Termination

11.1 Term

These Terms are effective from the date you first access our website or engage our services and remain in effect until terminated. Individual engagement terms are governed by the applicable SOW or MSA.

11.2 Termination for Convenience

Either party may terminate an engagement by providing thirty (30) days' written notice to the other party, unless a different notice period is specified in the applicable SOW or MSA.

11.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party (a) materially breaches these Terms or the applicable agreement and fails to cure the breach within fifteen (15) days of written notice, or (b) becomes insolvent, files for bankruptcy, or ceases normal business operations.

11.4 Effects of Termination

Upon termination: (a) the Client shall pay for all services performed and expenses incurred up to the effective date of termination; (b) each party shall return or destroy the other party's Confidential Information upon request; (c) provisions that by their nature should survive termination shall survive, including Sections 6 (Intellectual Property), 7 (Confidentiality), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 14 (Governing Law).

12. Website Use

12.1 Permitted Use

You may access and use our website for lawful purposes only. You agree not to:

• Use the website in any way that violates applicable local, national, or international law or regulation.
• Attempt to gain unauthorized access to any part of the website, server, or connected systems or databases.
• Use automated systems (bots, scrapers, crawlers) to access or collect data from the website without our express written permission.
• Interfere with or disrupt the integrity or performance of the website or its underlying infrastructure.
• Transmit any material that is defamatory, offensive, or otherwise objectionable.

12.2 Website Content

All content on the Technova website — including text, graphics, logos, images, and software — is the property of Technova or its licensors and is protected by intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from any website content without our prior written consent.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) if such delay or failure results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, acts of government, war, terrorism, pandemics, epidemics, civil unrest, labor disputes, power failures, internet disruptions, or cyberattacks. The affected party shall use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, United States, without regard to its conflict of law provisions. For engagements where the Client is domiciled in the European Union, mandatory consumer protection provisions of the Client's jurisdiction shall apply to the extent required by law.

14.2 Dispute Resolution

The parties shall first attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiation. If the dispute is not resolved within thirty (30) days of written notice, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English and held in Albuquerque, New Mexico, or at a mutually agreed location.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any applicable SOW, MSA, and Privacy Policy, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, or representations.

15.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

15.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without Technova's prior written consent. Technova may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.5 Independent Contractors

The relationship between Technova and the Client is that of independent contractors. Nothing in these Terms shall be construed as creating a partnership, joint venture, employment, or agency relationship.

15.6 Notices

All notices under these Terms shall be in writing and delivered by email (with confirmed receipt), recognized overnight courier, or registered mail to the addresses specified in the applicable agreement.

16. Changes to These Terms

Technova reserves the right to update or modify these Terms at any time. Material changes will be communicated by updating the "Effective Date" at the top of this page and, where applicable, through direct written notice. Continued use of our website or services after such changes constitutes your acceptance of the revised Terms.

17. Contact Information

For questions or concerns about these Terms of Service, please contact us: