LEGAL AGREEMENT & TERMS

Terms of Service

Last Updated: August 16, 2026 • Effective Date: January 1, 2026

1. Engineering Engagement Scope

These Terms of Service ("Terms") govern all software engineering services, technical consultations, code audits, and custom development projects provided by BrainXelerator Inc. ("BrainXelerator"):

  • Statements of Work (SOW): Each project engagement is executed under an agreed Statement of Work outlining technical specifications, milestone deliverables, and target completion dates.
  • Agile Sprint Delivery: Engineering work is conducted in bi-weekly iterative sprints with progress demos and continuous repository code pushes.

2. Intellectual Property (IP) Ownership

We believe in total client software autonomy and complete IP transfer:

Upon full payment of invoice milestones, 100% of all intellectual property, custom source code repositories, database schemas, API architecture, design tokens, and documentation created under the engagement are assigned directly to the Client.

BrainXelerator retains no residual rights or proprietary locks on custom code developed for your application.

3. Payment Terms & Invoicing

  • Milestone Invoicing: Fixed-scope projects (such as 14-Day Rapid MVP Launches) are billed in milestone installments via Stripe electronic invoicing.
  • Retainer Engagements: Monthly engineering retainer contracts are invoiced on the 1st of each month with Net-15 payment terms.
  • Late Payments: Unpaid balances past Net-30 days may incur a 1.5% monthly service charge and temporary suspension of active sprint deployments.

4. 30-Day Post-Launch Bug Warranty & SLA

Every project delivery includes a contractually backed 30-day post-launch warranty:

  • BrainXelerator will fix any software defects, runtime exceptions, or layout bugs introduced during the project sprint at zero additional cost.
  • Warranty coverage excludes defects caused by third-party API breaking changes, client infrastructure misconfigurations, or unauthorized code edits by external developers.

5. Limitation of Liability

To the maximum extent permitted by law, BrainXelerator Inc. shall not be liable for indirect, incidental, special, or consequential damages resulting from lost business profits or operational downtime. In no event shall BrainXelerator total liability exceed the aggregate fees paid by the Client under the applicable Statement of Work.

6. Contact Legal Counsel

For questions or formal legal notices regarding these Terms of Service, contact:
naim@brainxelerator.com