Terms of Service

1. Acceptance of Terms

By accessing or using the website ulaxis.com(the “Site”) and any services provided by ULAXIS, LLC (“ULAXIS,” “we,” “us,” or “our”), you agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy. If you do not agree, you must not use the Site or our services.

You must be at least 18 years of ageand have the legal capacity to enter into a binding agreement. By clicking “Accept,” purchasing a product, or otherwise using the Site, you acknowledge that you are forming a legally binding electronic agreement with ULAXIS and that your electronic actions constitute your signature.

Intended users. The Site, our products, and our services are offered for professional software development useby businesses, companies, organizations, sole proprietors, freelancers, independent contractors, and individual developers. This includes use for commercial products, client engagements, internal business systems, portfolio or skill-development work, educational self-improvement, and independent or indie product development — whether as current or planned future commercial or professional activity.

By accessing the Site or purchasing a product, you represent and warrant that you are using our products in a professional or developer capacity and notas a consumer for personal, family, or household purposes unrelated to software development. ULAXIS’s products and services are intended for professional and business use, not for personal, family, or household use.

2. Description of Services

ULAXIS builds and delivers production-ready software products and developer tools. Our offerings include but are not limited to:

• Frontend developer kits with full source code
• Backend platforms (CRM, loyalty, SaaS) with full source code for web, iOS, and Android
• Custom software engineering and consulting services

Custom engagements. Any custom software engineering, consulting, or bespoke development work is provided exclusively under a separate written agreement, such as a Statement of Work (SOW) or Master Services Agreement (MSA). These Terms govern your use of the Site and purchases of standard digital products. In the event of any conflict between these Terms and an SOW or MSA executed by both parties, the terms of the SOW or MSA shall prevail for that engagement.

No professional advice. Any guidance, recommendations, or consulting provided by ULAXIS through the Site, documentation, or general correspondence is for informational purposes only and does not constitute professional, legal, financial, tax, or business advice. ULAXIS does not guarantee any specific results or outcomes from the use of our products or services.

3. Intellectual Property

ULAXIS brand

The ULAXIS name, logo, trademarks, and website design are the exclusive property of ULAXIS, LLC. You may not use, reproduce, or distribute any ULAXIS branding without prior written consent.

Website content

All content on this Site — including text, graphics, images, and documentation — is owned by ULAXIS, LLC and protected by applicable intellectual property laws unless otherwise stated.

4. Source Code License

When you purchase a product that includes source code, you receive a non-exclusive, non-transferable license to use, modify, and deploy the code for your own projects, subject to the following conditions:

• You may use and incorporate the source code into your own internal systems, applications, and customer-facing products or services, including commercial products that you offer to your own customers, provided the source code itself is not exposed or distributed as code to any third party.
• You may modify the code to suit your needs.
• You may not resell, redistribute, sublicense, or make the source code itself (modified or unmodified) — or any substantially similar standalone offering — available to third parties as a product, template, kit, library, SaaS boilerplate, developer kit, or competing service.
• You may not claim authorship of the original code or remove any license notices included in the files.

For open-source components included in our products, the respective open-source licenses apply.

No infringement warranty. ULAXIS does not warrant that any product or source code is free from third-party intellectual property claims, and provides no indemnification for third-party IP claims except as expressly set forth in a separately executed written agreement.

5. User Conduct

You agree not to:

• Use the Site or services for any unlawful or unauthorized purpose
• Attempt to gain unauthorized access to our systems, servers, or networks
• Interfere with or disrupt the integrity or performance of the Site
• Transmit any malicious code, viruses, or harmful data through our contact forms or services
• Scrape, crawl, or use automated tools to extract content from the Site without written permission

6. Payments and Refunds

All prices are listed in US Dollars unless stated otherwise. Payment is due at the time of purchase. Due to the digital nature of our products (source code delivery), all sales are final once delivery has occurred. Delivery is deemed to have occurred at the earliest of: (i) the product is made available for download, (ii) access credentials or license keys are issued, or (iii) repository or asset access is granted.

Taxes.Prices are exclusive of taxes unless stated otherwise. You are responsible for any sales, use, VAT, GST, withholding, or similar taxes, duties, or levies arising from your purchase or use of our products, except for taxes imposed on ULAXIS’s net income.

If you experience a technical issue that prevents you from accessing a purchased product, contact us within 14 days of purchase and we will work to resolve the issue or, at our discretion, issue a refund.

Exclusive remedy. If a product is materially defective or not as described, your sole and exclusive remedyshall be, at ULAXIS’s discretion, one of the following: (i) repair of the defect, (ii) replacement of the product, or (iii) refund of the purchase price.

Scope of support.For clarity, ULAXIS is not responsible for installation, integration, configuration, customization, hosting, deployment, third-party dependencies, environment-specific issues, or any customer-specific implementation work, unless expressly agreed in a separate written agreement (such as an SOW or MSA). Our standard products are provided for self-service use; “technical issues” under this Section refer to defects in the product itself, not to setup or environment problems on the purchaser’s side.

Consumers in the European Union and United Kingdom. If, notwithstanding the intended professional and business use of our products under Section 1, you are deemed a consumer residing in the EU or UK under applicable law, the following applies: you normally have a statutory right to withdraw from a purchase of digital content within 14 days. By purchasing and requesting immediate access to or download of digital content (such as source code), you expressly consent to immediate performance and acknowledge that you lose your right of withdrawal once the download or access has begun.

Non-waivable consumer rights. Nothing in these Terms limits or excludes any non-waivable statutory consumer rights that you may have under applicable law, including any rights relating to lack of conformity, defective goods, or mandatory consumer protections in your jurisdiction.

7. Disclaimers

THE SITE AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ULAXIS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

ULAXIS does not warrant that the Site will be uninterrupted, error-free, or free of harmful components. You use the Site and our products at your own risk.

AI disclaimer. Any AI-powered features, tools, or outputs provided through our products or services may be inaccurate, incomplete, biased, or inappropriate for your use case. AI outputs are generated probabilistically and are not guaranteed to be factually correct. You are solely responsible for reviewing, validating, and determining the suitability of any AI-generated output before relying on it or deploying it in production. ULAXIS shall not be liable for any decisions, actions, or damages resulting from reliance on AI-generated output.

Some jurisdictions do not allow the exclusion of certain implied warranties or statutory consumer protections, so some of the above exclusions may not apply to you. In such cases, any implied warranties are limited to the maximum extent permitted by applicable law.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ULAXIS, LLC OR ITS MEMBERS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR OUR SERVICES. ULAXIS’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exceptions. Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for (i) death or personal injury caused by our negligence, (ii) gross negligence or willful misconduct, or (iii) fraud or fraudulent misrepresentation.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you in full.

9. Indemnification

You agree to indemnify, defend, and hold harmless ULAXIS, LLC and its members, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to your use of the Site, your violation of these Terms, or your violation of any third-party rights.

10. Termination

We reserve the right to suspend or terminate your access to the Site and our services at any time, without prior notice, if we reasonably believe that you have violated these Terms or engaged in conduct that may harm ULAXIS or other users.

Upon termination, any licenses granted to you under Section 4 shall survive for products already purchased and delivered, but your right to access the Site and future services may be revoked.

11. Governing Law

ULAXIS, LLC is a limited liability company formed under the laws of the State of Delaware, United States. These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12. Dispute Resolution

Any dispute arising out of or relating to these Terms or our services shall first be attempted to be resolved through good faith negotiation within thirty (30) days.

BINDING ARBITRATION. IF THE DISPUTE CANNOT BE RESOLVED INFORMALLY, IT SHALL BE SUBMITTED TO FINAL AND BINDING ARBITRATION ADMINISTERED UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION (AAA), WITH THE ARBITRATION TAKING PLACE IN NEW YORK, NEW YORK.

CLASS ACTION WAIVER. YOU AGREE THAT ANY CLAIMS WILL BE BROUGHT ON AN INDIVIDUAL BASIS ONLY AND NOT AS PART OF A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

JURY TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ULAXIS EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE OR OUR SERVICES.

Small claims.Notwithstanding the arbitration requirement, either party may bring an individual action in a small claims court of competent jurisdiction, provided the claim remains within that court’s jurisdictional limits and is not removed or appealed to a court of general jurisdiction.

Injunctive relief. Notwithstanding the foregoing, nothing in this Section prevents either party from seeking temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or trade secrets. The arbitration shall be conducted in the English language, and any award may be entered and enforced in any court of competent jurisdiction.

13. Changes to These Terms

We may update these Terms from time to time. Changes will be posted on this page with an updated effective date. Your continued use of the Site after changes are posted constitutes acceptance of the revised Terms. We encourage you to review this page periodically.

14. General Provisions

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the original intent.

Entire Agreement

These Terms, together with our Privacy Policy and any additional terms applicable to a specific product, service, or engagement (such as a Statement of Work or purchase order), constitute the entire agreement between you and ULAXIS regarding your use of the Site and supersede all prior agreements, proposals, and communications, whether written or oral.

No Waiver

Our failure to enforce any right or provision of these Terms on any occasion shall not be deemed a waiver of that right or provision on future occasions. No waiver shall be effective unless made in writing and signed by an authorized representative of ULAXIS.

Assignment

You may not assign or transfer your rights or obligations under these Terms, in whole or in part, without our prior written consent. ULAXIS may assign these Terms in whole or in part at any time, including in connection with a merger, acquisition, reorganization, or sale of assets, without notice to you.

Force Majeure

ULAXIS shall not be liable for any failure or delay in performance caused by events beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, labor disputes, internet or telecommunications outages, hosting provider failures, or the failure of any third-party services we rely on.

Export Controls and Sanctions

You represent and warrant that you are not located in, under the control of, or a national or resident of any country or region subject to comprehensive United States economic sanctions or trade embargoes, and that you are not identified on any U.S. government list of restricted or prohibited parties (including the OFAC Specially Designated Nationals list, the Commerce Department Entity List, or the Treasury Sectoral Sanctions Identifications list). You agree to comply with all applicable U.S. and international export control laws and regulations in connection with your use of the Site and any products purchased from us, and you shall not export, re-export, or transfer our products to any prohibited destination, end user, or end use.

15. Contact Us

If you have questions about these Terms or need to reach us for any reason, contact us at: