The terms and conditions that govern our software development services, client engagements, and the use of our website and platforms.
These Terms of Service (“Terms”) govern your access to and use of the website, services, and software platforms operated by AxiomWeb LLC (“AxiomWeb,” “we,” “our,” or “us”). By accessing our website, engaging our services, or using any software we develop and deploy, you (“Client,” “you,” or “your”) agree to be bound by these Terms in their entirety.
If you do not agree to these Terms, you must not access our website, engage our services, or use any of our software. These Terms constitute a legally binding agreement between you and AxiomWeb.
These Terms apply in addition to any separate service agreement, statement of work (SOW), or master services agreement (MSA) executed between you and AxiomWeb. In the event of a conflict, the executed agreement governs.
AxiomWeb provides the following services:
The specific scope, deliverables, timeline, and cost of any engagement are defined in a separate SOW or service agreement. AxiomWeb does not guarantee results beyond the deliverables explicitly described in such documents.
To enable AxiomWeb to deliver Services effectively, the Client agrees to:
Delays caused by the Client, including failure to provide feedback or materials, may result in adjusted timelines and additional costs.
Upon full payment of all invoices related to an engagement, AxiomWeb assigns to the Client all right, title, and interest in the Deliverables produced specifically for that engagement, including source code, designs, and documentation. The Client receives full ownership of the source code and may modify, extend, or transfer it without restriction.
AxiomWeb retains ownership of:
AxiomWeb does not use proprietary lock-in. All source code is delivered to the Client in full. We do not withhold code, obfuscate, or restrict deployment.
All content on the AxiomWeb website, including text, graphics, logos, and design elements, is the property of AxiomWeb and protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from our website content without prior written consent.
Payment terms for each engagement are specified in the applicable SOW or service agreement. Unless otherwise agreed:
Invoices not paid within 30 days of the due date may incur a late fee of 1.5% per month on the outstanding balance. AxiomWeb reserves the right to suspend Services for accounts more than 30 days past due.
All fees are quoted in US dollars and are exclusive of applicable taxes. The Client is responsible for any sales tax, use tax, or similar charges related to the Services.
Project timelines are estimates based on the scope defined in the SOW. AxiomWeb commits to reasonable best-effort delivery dates but cannot guarantee exact completion dates, as software development is subject to technical complexity, third-party dependencies, and Client feedback cycles.
If Client-requested changes expand the scope of the SOW, the timeline and cost will be adjusted accordingly. AxiomWeb will notify the Client of any such changes in writing before proceeding.
Each SOW includes a defined number of revision rounds for deliverables. Additional revisions or changes outside the original scope are billed at the agreed hourly rate or as a separate change order.
A change order is a written agreement signed by both parties that describes the additional work, adjusted timeline, and added cost. AxiomWeb will not begin work on changes until a change order is approved by the Client.
Both parties agree to maintain the confidentiality of any non-public information shared during the course of an engagement, including business strategies, technical specifications, user data, and financial information.
Confidentiality obligations survive the termination of any engagement and remain in effect for 3 years after the date of last disclosure. AxiomWeb does not share Client data with third parties and does not use Client data for purposes other than providing the contracted Services.
AxiomWeb warrants that deliverables will conform to the specifications in the SOW for a period of 30 days after delivery. During this warranty period, AxiomWeb will correct any defects or non-conformities at no additional cost.
Except as expressly stated, AxiomWeb provides Services and Deliverables “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory. This includes, without limitation, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. AxiomWeb does not warrant that any Platform will operate error-free or without interruption.
The warranty does not cover defects caused by Client modifications, third-party services, hosting environment changes, or use of the Deliverables outside the specifications of the SOW.
To the maximum extent permitted by law, AxiomWeb shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data loss, business interruption, or damage to reputation, arising out of or related to the Services or these Terms.
AxiomWeb’s total aggregate liability for any claim arising out of or related to these Terms or the Services shall not exceed the total amount paid by the Client to AxiomWeb under the applicable SOW during the 12 months preceding the claim.
This limitation applies regardless of the cause of action and even if AxiomWeb has been advised of the possibility of such damages.
The Client agrees to indemnify, defend, and hold harmless AxiomWeb and its employees from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from:
AxiomWeb will notify the Client of any such claim promptly and provide reasonable cooperation in the defense. The Client may not settle any claim without AxiomWeb’s prior written consent.
Either party may terminate an engagement by providing 30 days written notice. Upon termination:
AxiomWeb may terminate an engagement immediately if the Client fails to pay invoices more than 60 days past due, breaches these Terms materially, or engages in unlawful or fraudulent activity.
These Terms are governed by the laws of the Commonwealth of Kentucky and the United States, without regard to conflict-of-law principles. All disputes arising out of or related to these Terms or the Services shall be resolved in the state or federal courts located in Louisville, Kentucky.
Before initiating litigation, the parties agree to attempt good-faith resolution through direct negotiation for a period of 30 days. If the dispute remains unresolved, either party may initiate formal proceedings.
AxiomWeb may update these Terms from time to time. The “Last Revised” date at the top of this page indicates the most recent version. Material changes — those that alter Client obligations, payment terms, or liability — will be communicated to active Clients at least 30 days before taking effect.
For non-material changes (clarifications, formatting, corrections), the updated Terms take effect upon posting. Your continued use of our Services after changes constitutes acceptance of the updated Terms.
Prior versions of these Terms are archived and available upon request.
For questions about these Terms, to request a copy of a prior version, or to discuss a service engagement:
We will respond to inquiries within 3 business days.