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PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING, USING, OR PAYING FOR ANY SERVICES PROVIDED BY WESTMOUNT SOLUTIONS, INC. BY ACCESSING, USING, OR PAYING FOR OUR SERVICES, YOU (“CLIENT,” “YOU,” OR “YOUR”) AGREE TO BE BOUND BY THESE TERMS OF SERVICE (“AGREEMENT”). IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE OUR SERVICES.

1. DEFINITIONS

1.1 “Agreement” refers to these Terms of Service, including any policies, guidelines, or amendments incorporated herein.

1.2 “Client” means any individual or entity that accesses, uses, or pays for the Services provided by Westmount Solutions, Inc.

1.3 “Services” include all websites, applications, platforms, custom software development services, custom applications, proprietary frameworks, and any other applications offered by the Company, whether on a subscription basis or otherwise.

1.4 “Custom Software Development Services” means software design, development, and delivery services provided by the Company to the Client based on specific requirements.

1.5 “Custom Applications” refers to proprietary software applications developed and owned by the Company, provided to the Client on a subscription or other basis.

1.6 “Proprietary Framework” means the software frameworks, methodologies, designs, tools, and technologies developed and owned by the Company used in providing the Services.

1.7 “Subscription Services” collectively refers to the Custom Applications, Proprietary Framework, and any other applications offered by the Company on a subscription model.

1.8 “Third-Party Services” denotes any software, platforms, integrations, applications, or resources not owned or operated by the Company but which may interact with or be used in conjunction with the Services.

1.9 “Content Uploaders” refers to third parties who upload content to the Services at your direction or through functionalities provided by the Services.

1.10 “Uploaded Content” means any material uploaded by Content Uploaders, including but not limited to text, images, videos, and other media.

1.11 “Force Majeure Event” encompasses any event beyond the reasonable control of the Company, including but not limited to acts of God, natural disasters, pandemics, terrorism, war, governmental actions, labor disputes, utility failures, and interruptions of Third-Party Services.

1.12 “Fees” means any and all fees payable by the Client to the Company for the Services.

1.13 “Deliverables” refers to any software, code, documentation, reports, or other materials delivered to the Client as a result of the Services.

2. ACCEPTANCE OF TERMS

2.1 Binding Agreement

By accessing, using, or paying for the Services, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement. It is your responsibility to review these terms periodically for any changes.

2.2 Electronic Acceptance

This Agreement is effective without the necessity of a physical signature. Your use of the Services constitutes explicit acceptance of these terms, and you are legally bound by them.

3. USE OF SERVICES

3.1 License Grant

Subject to your compliance with this Agreement and payment of all applicable Fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your internal business purposes.

3.2 Restrictions

You shall not:

• (a) Copy, modify, or create derivative works of the Services or any part thereof.
• (b) Reverse engineer, decompile, or attempt to extract the source code of the Services.
• (c) Rent, lease, sell, sublicense, or transfer the Services to any third party.
• (d) Remove, alter, or obscure any proprietary notices.

3.3 Compliance with Laws

You agree to use the Services in compliance with all applicable local, state, national, and international laws and regulations.

4. PAYMENT TERMS

4.1 Fees and Payment

• (a) Retainer Basis: Payment for Custom Software Development Services is based on a retainer model. You are required to pay a retainer fee for each phase of the project before any work is performed.
• (b) Non-Refundable Retainer: All retainer fees are non-refundable once received. Under no circumstances will refunds be provided after a retainer payment has been made.
• (c) Hours Never Expire: The hours purchased through the retainer never expire and remain available for future phases or projects.
• (d) Payment Methods: Accepted payment methods include Visa, MasterCard, American Express (AMEX), and wire transfer. Wire transfers may be eligible for a 4% discount on the total Fees due.
• (e) Invoice Validity: All invoices and associated pricing are valid for seven (7) business days from the date of issuance. After this period, you must contact the Company to review and validate the proposed solutions and pricing.

4.2 Project Phases and Estimates

• (a) Phased Approach: Projects will be divided into phases, with each phase estimated for the level of effort required.
• (b) Estimates and Invoices: An estimate and invoice for each phase will be provided, detailing the scope of work, estimated hours, and Fees.
• (c) Payment Before Work Commences: Payment for each phase must be received on a retainer basis before any work is performed.
• (d) Completion Dates: Estimated completion dates for each phase will be evaluated and communicated on the invoice for that phase.
• (e) Delays in Payment Processing: Delays in payment processing and receipt by the Company may result in corresponding delays in project commencement and completion. The Company is not liable for any delays caused by late payments.

4.3 Refund Policy

• (a) Retainer Refunds: Once a retainer is received, no refunds will be issued. The hours purchased remain available for future phases or projects.

5. CUSTOM SOFTWARE DEVELOPMENT SERVICES

5.1 Scope of Services

• (a) Defined Functionality: The Company commits to providing all functionality explicitly listed in the project estimate and associated documentation.
• (b) Excluded Functionality: Features or functionality not specified will not be provided. If additional features are desired, you must request a review for potential inclusion, which may result in additional Fees.

5.2 Changes and Revisions

• (a) Unforeseen Variables: If unforeseen variables not discovered during the estimation process lead to additional work, you agree to have the work reviewed. An additional estimate and invoice will be provided for the extra work required.
• (b) Scope Variations: Minimal variations from the original scope (1-2 hours) may be accommodated within reason. Significant modifications to specifications, mockups, or functionality will require additional Fees.

5.3 Estimated Delivery Time

• (a) Subject to Clarifications: Estimated delivery times may be extended due to the need for clarifications, revisions, or additional information.
• (b) Notification of Extensions: The Company will notify you of any anticipated delays as soon as possible.

5.4 Post-Delivery Support

• (a) Included Support: For every twenty (20) hours of development work, you are entitled to one (1) hour of post-delivery support to address unexpected issues identified within ten (10) business days following the release for user acceptance testing.
• (b) Expiration of Support Time: This additional support time expires ten (10) business days after the release.
• (c) Additional Support: Any support exceeding the included time or requested after ten (10) business days will be billed separately.

5.5 Third-Party Services and Configuration

• (a) Separate Billing: Configuration, support, or changes required due to Third-Party Services will be billed separately on an hourly basis.
• (b) No Liability: The Company is not liable for any issues arising from Third-Party Services, including but not limited to servers, software, services, failures, interruptions, lack of support, delays, code, software, or hardware.

5.6 Features Not Specified

• (a) Default Functionality: Features not explicitly detailed in the project estimate or during the mockups and wireframes phase will not be customized and will function with the default capabilities of the Proprietary Framework or any Third-Party Services used.
• (b) Implementation Scope: Only features specified in detail during the mockups process will be implemented.

5.7 Access to Project Management Portal

• (a) Client Access: You will be provided access to our project management portal to monitor project progress.
• (b) Status Updates: Daily project status updates will be provided via any of the following communication methods: our project management portal, email, video conferencing, or phone.

5.8 Acceptance of Terms

• (a) Implied Acceptance: Payment of any invoice implies acceptance of these Terms of Service.
• (b) Validity of Estimates: All estimates and associated pricing are valid for seven (7) business days. Contact the Company after this period to review and validate solutions and pricing.

5.9 Additional Time Due to Unexpected Issues

• (a) Potential Additional Fees: Additional time required due to unexpected, non-evaluated, or under-estimated issues—whether caused by Third-Party Services or not—may incur additional billable time.
• (b) Notification: The Company will notify you as soon as possible if such issues are encountered during project execution.

5.10 Hosting and Maintenance Fees

• (a) Framework Usage Fee: Where applicable, the use of the Proprietary Framework will incur a minimum fee of USD $299 per month for hosting and maintenance.
• (b) Variable Pricing: The monthly fee may vary depending on the specific application and your needs.

6. SUBSCRIPTION SERVICES (CUSTOM APPLICATIONS, PROPRIETARY FRAMEWORK, AND OTHER APPLICATIONS)

6.1 Access and Use

Subject to your compliance with this Agreement and payment of all applicable Fees, the Company grants you a limited, non-exclusive, non-transferable license to access and use the Subscription Services during the subscription term solely for your internal business purposes.

6.2 Included Services

Your subscription may include up to two (2) hours per month of monitoring and maintenance services to ensure proper functioning of the Subscription Services. Any additional services will be billed separately.

6.3 Subscription Terms

• (a) Automatic Renewal: Subscriptions may automatically renew for successive periods unless canceled in accordance with Section 4.3.
• (b) No Refunds: All subscription Fees are non-refundable. Under no circumstances will refunds be provided after a subscription payment has been made.

6.4 Client Environment Changes

You acknowledge and agree that any changes in your environment, use of Third-Party Services, or any other modifications can cause disruptions in the Subscription Services. It is your sole responsibility to:

• (a) Notification: Promptly notify the Company in writing of any changes to your environment, systems, or use of Third-Party Services that may affect the Subscription Services.
• (b) Estimates for Continuity: Obtain an estimate from the Company for any work required to ensure that the Subscription Services continue to function as initially intended.
• (c) Assumption of Responsibility: Assume full responsibility for any disruptions or issues arising from changes in your environment or use of Third-Party Services without proper notification to the Company.

6.5 Content Uploaders and Uploaded Content

6.5.1 Responsibility for Uploaded Content

• (a) Client’s Responsibility: You acknowledge that you are solely responsible for any Uploaded Content provided by Content Uploaders. The Company has no legal relationship with Content Uploaders and is not responsible for the Uploaded Content or any related matters.
• (b) Indemnification: You agree to indemnify and hold harmless the Company and its affiliates from any losses or damages arising from Uploaded Content or actions of Content Uploaders.

6.5.2 License Grant

You grant the Company a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, and perpetual license to use, display, edit, modify, reproduce, distribute, store, and create derivative works of the Uploaded Content as necessary to provide and promote the Services. You represent and warrant that you have obtained all necessary permissions and rights from Content Uploaders to grant this license.

6.5.3 Compliance and Warranties

• (a) Rights Assurance: You represent and warrant that Content Uploaders have all necessary rights, including intellectual property rights, to upload the Uploaded Content and to allow you to use it in connection with the Services.
• (b) Compliance with Laws: You are responsible for ensuring that all Uploaded Content complies with this Agreement and all applicable laws and regulations.

6.5.4 No Company Liability

The Company does not review Uploaded Content and is not liable for any issues arising from it. Any losses or damages resulting from Uploaded Content or Content Uploaders are solely your responsibility.

6.6 Third-Party Services and Content

6.6.1 No Liability for Third Parties

• (a) Third-Party Interactions: The Company is not a party to any relationship between you and any third parties, including your eCommerce platforms or your customers. You acknowledge that any interactions with third parties are entirely at your own risk.
• (b) No Responsibility: The Company is not responsible for any acts or omissions of third parties or for any reliance you place on Third-Party Services or Third-Party Content.

6.6.2 Third-Party Services

• (a) Dependency: Your use of the Services may rely on Third-Party Services. The Company makes no warranties or guarantees regarding these services.
• (b) Third-Party Terms: Your use of Third-Party Services may be subject to additional terms and conditions set by those third parties.

6.6.3 Third-Party Content

• (a) No Endorsement: The Company may provide access to Third-Party Content but does not endorse or recommend it.
• (b) No Liability: The Company is not liable for any Third-Party Content or for any reliance you may place on it.

6.6.4 Release of Claims

You agree that the Company has no liability for any disputes, damages, or losses arising from your interactions with third parties, Third-Party Services, or Third-Party Content. You release the Company from any claims related to such disputes.

6.7 Modification of Services

• (a) Right to Modify: The Company reserves the right to modify, update, remove, or disable access to any Services without notice.
• (b) No Liability: The Company will not be liable for any modifications or discontinuation of Services.
• (c) No Obligation for Updates: Purchasing a Service does not entitle you to updates, upgrades, or future versions, though the Company may provide them at its discretion.

6.8 Acceptable Use

6.8.1 Prohibited Activities

You agree not to use the Services in any way that:

• (a) Causes damage or impairment to the Services or their availability.
• (b) Is unlawful, illegal, fraudulent, or harmful.
• (c) Involves transmitting harmful or malicious content, such as viruses or malware.
• (d) Violates any intellectual property rights or privacy rights.
• (e) Engages in spamming, data scraping, or unauthorized data collection.
• (f) Attempts unauthorized access to any part of the Services.
• (g) Is disrespectful or harassing toward Company employees.

6.8.2 Compliance with Laws

Your use of the Services must comply with all local, state, provincial, national, and international laws applicable to you.

6.8.3 Age Restrictions

• (a) Age of Majority: The Services are intended for users who are of the age of majority in their jurisdiction.
• (b) Underage Users: Persons under the age of majority may only use the Services under the supervision of a parent or legal guardian. Use by anyone under 13 years of age is strictly prohibited.

6.8.4 Consequences of Violation

Any use of the Services contrary to this Agreement may result in immediate termination of your access to the Services.

6.9 Internet and System Requirements

• (a) Connectivity: The availability and functionality of the Services depend on the availability of an internet connection and compatible hardware and software.
• (b) No Responsibility for Interruptions: The Company is not responsible for any interruptions or delays in the Services due to factors beyond its control, including internet connectivity issues or system incompatibilities.
• (c) Data Backup: It is your responsibility to back up your data. The Company is not liable for any loss of data.

6.10 Third-Party Websites and Links

• (a) No Control Over Third Parties: The Company is not responsible for the content or availability of third-party websites or services linked from the Services.
• (b) No Endorsement: Links to third-party websites do not imply endorsement or responsibility for their content.
• (c) Privacy Practices: The Company is not responsible for the privacy practices of third-party websites. You should review the terms and privacy policies of any third-party sites you visit.

6.11 Publicity

You grant the Company a non-exclusive, transferable, sublicensable, and royalty-free right to use your name(s), logo(s), and trademark(s) to identify you as a client in marketing materials and on the Company’s website. Such usage will comply with any usage guidelines you provide in writing.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Ownership

The Company retains all right, title, and interest in and to the Services, including all related intellectual property rights. Nothing in this Agreement shall be construed as transferring any ownership rights to you.

7.2 License for Deliverables

Upon full payment of all Fees due, the Company grants you a limited, non-exclusive, non-transferable license to use the Deliverables solely for your internal business purposes.

7.3 Restrictions

You shall not:

• (a) Sell, sublicense, or distribute the Deliverables or Subscription Services to any third party.
• (b) Use the Deliverables or Subscription Services to develop a competing product or service.
• (c) Infringe upon any intellectual property rights associated with the Deliverables or Subscription Services.

7.4 Feedback

Any suggestions, ideas, or feedback you provide to the Company may be used by the Company without any obligation to you. You grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate your feedback into the Services.

8. LIMITATION OF LIABILITY

8.1 No Liability for Damages

To the maximum extent permitted by law, the Company shall not be liable for any damages of any kind arising from or related to your use of the Services, Deliverables, or Subscription Services, including but not limited to direct, indirect, incidental, punitive, and consequential damages.

8.2 Assumption of Risk

You acknowledge and agree that you assume all risks associated with the use of the Services, Deliverables, and Subscription Services. The Company shall not be responsible for any loss or damage resulting from your use.

8.3 Third-Party Services

The Company shall not be liable for any issues arising from or related to Third-Party Services, including any interruptions, errors, or omissions.

9. DISCLAIMER OF WARRANTIES

9.1 “As-Is” Basis

The Services, Deliverables, and Subscription Services are provided on an “as is” and “as available” basis, without warranties of any kind.

9.2 Disclaimer

The Company expressly disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

10. INDEMNIFICATION

10.1 Your Indemnity

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising from:

• (a) Your use of the Services, Deliverables, or Subscription Services.
• (b) Your violation of this Agreement.
• (c) Your violation of any rights of a third party.
• (d) Your violation of any applicable laws or regulations.
• (e) Any changes made by you to your environment or use of Third-Party Services that affect the Services or Subscription Services.
• (f) Any issues arising from Uploaded Content or Content Uploaders.

10.2 No Company Indemnity

The Company has no obligation to indemnify you for any claims arising out of or related to this Agreement, the Services, Deliverables, or Subscription Services.

11. TERMINATION

11.1 Termination by Company

The Company may terminate or suspend your access to the Services, Deliverables, or Subscription Services immediately, without prior notice or liability, for any reason whatsoever, including but not limited to your breach of this Agreement.

11.2 Effect of Termination

Upon termination, your right to use the Services, Deliverables, and Subscription Services will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12. FORCE MAJEURE

The Company shall not be liable for any failure or delay in performance due to a Force Majeure Event. In such circumstances, the Company’s obligations will be suspended for the duration of the event.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

13.2 Jurisdiction

Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York.

13.3 Waiver of Jury Trial

You hereby waive any right to a trial by jury in any proceeding arising out of or related to this Agreement.

13.4 Class Action Waiver

You agree to waive any right to participate in any class action against the Company related to your use of the Services or this Agreement.

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14. MISCELLANEOUS

14.1 Entire Agreement

This Agreement constitutes the entire agreement between you and the Company regarding the Services and supersedes all prior agreements and understandings.

14.2 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.3 No Waiver

The Company’s failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights.

14.4 Assignment

You may not assign or transfer your rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign its rights and obligations without restriction.

14.5 Notices

All notices required under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified or registered mail, or sent by recognized courier service to the addresses provided.

14.6 Language

The parties acknowledge that they have required that this Agreement and all related documents be drawn up in English. Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

14.7 Force Majeure

The Company will not be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of God, failures or disruptions in communications, or other events of force majeure.

15. RESPONSIBILITY TO READ

It is your responsibility to read and understand this Agreement before using the Services. By accessing, using, or paying for the Services, you acknowledge that you have read this Agreement and agree to be legally bound by its terms and conditions.

16. CONTACT INFORMATION

For any questions or concerns regarding this Agreement, the Services, Deliverables, or Subscription Services, please contact us at:

Westmount Solutions, Inc.
276 Fifth Avenue, Suite 704
New York, NY 10001
Email: support@westmountsolutions.com
Phone: 646-561-9785

Effective as of December 3, 2024.

This Agreement is displayed on our website and does not require a physical signature. By using our Services, including Custom Software Development Services and Subscription Services (Custom Applications, Proprietary Framework, and any other applications offered on a subscription model), you explicitly accept these terms and acknowledge that you are legally bound by them.

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