These terms govern your use of our website and services. Please read them carefully before engaging with Nimbus Solutions Provider.
Last updated: January 1, 2025 · Effective for all engagements initiated after this date
Plain-language summary
By using our website or services: you agree to provide accurate information, use services lawfully, and pay for work delivered. We retain our pre-existing IP; you own the custom work we build for you after full payment. Disputes are handled through good-faith negotiation, then arbitration in DC. We've kept the legalese as light as possible — if something is unclear, just ask.
By accessing or using the website at nimbussp.com, requesting a consultation, or engaging Nimbus Solutions Provider for any services, you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these terms, please do not use our website or services.
By accepting these terms, you represent that you are at least 18 years of age and have the legal authority to enter into this agreement on behalf of yourself or the organization you represent.
Nimbus Solutions Provider offers custom software development, technology consulting, cloud architecture, AI and machine learning solutions, and related professional services. The specific scope of any engagement is defined in a separate Statement of Work (SOW) or service agreement executed between the parties.
Access to PerceptiveAI, our enterprise AI platform (available on AWS Marketplace), is governed by separate End User License Agreement (EULA) terms presented at the time of subscription. Those terms supplement and take precedence over these general Terms where they conflict.
We reserve the right to modify, suspend, or discontinue any aspect of our services or website at any time. We will provide reasonable notice of material changes to active clients. Nimbus is not liable to you or any third party for any modification, suspension, or discontinuance of services.
You agree to provide accurate, current, and complete information when engaging our services or contacting us. You are responsible for keeping any account information up to date and for notifying us promptly of changes.
Client engagements require your active participation. You agree to respond to requests for information, provide necessary access credentials through secure channels, make key stakeholders available for meetings, and review and approve deliverables within agreed timelines. Delays caused by client non-cooperation may affect project timelines and costs.
You agree to use our services only for lawful purposes and in compliance with all applicable laws and regulations. You may not use our services to develop software intended for illegal activity, to infringe third-party intellectual property rights, or in any manner that violates applicable laws.
Unless otherwise specified in a signed Statement of Work, upon full payment of all fees, Nimbus assigns to Client all right, title, and interest in custom-developed deliverables specifically created for that Client's engagement. This includes custom source code, designs, and documentation produced solely for Client.
Nimbus retains all ownership of its pre-existing intellectual property, proprietary tools, frameworks, methodologies, libraries, and know-how used in delivering services. Client receives a limited license to use such components as incorporated into deliverables, but does not acquire ownership of Nimbus's underlying IP.
All content on nimbussp.com — including text, graphics, logos, images, and software — is the property of Nimbus Solutions Provider and is protected by applicable copyright and trademark laws. You may not reproduce, distribute, or create derivative works without our express written permission.
Services may incorporate open-source software or third-party components. Such components are provided under their respective licenses, which will be disclosed in project documentation where applicable.
Fees for services are set forth in the applicable Statement of Work or service agreement. All fees are in US Dollars unless otherwise specified. Quotes are valid for 30 days from the date of issuance.
Unless otherwise agreed in writing, invoices are due within 30 days of the invoice date. Project engagements may require an upfront deposit as specified in the SOW. Nimbus reserves the right to pause work on accounts that are more than 30 days past due.
Overdue invoices will accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid. You agree to reimburse Nimbus for reasonable costs of collection, including attorney's fees, for accounts requiring legal action.
Unless included in a fixed-fee engagement, pre-approved out-of-pocket expenses (travel, software licenses, third-party services) will be billed at cost with appropriate documentation.
Both parties agree to maintain the confidentiality of the other party's non-public business information, technical data, trade secrets, and proprietary information disclosed during the engagement. This obligation survives termination of the engagement for a period of three (3) years.
Confidentiality obligations do not apply to information that: (a) was already publicly known; (b) becomes publicly known through no fault of the receiving party; (c) was independently developed without reference to the disclosing party's information; or (d) must be disclosed pursuant to law or court order.
Nimbus warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. For defects reported within 60 days of final delivery, Nimbus will correct material defects at no additional charge as our sole obligation under this warranty.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, NIMBUS PROVIDES THE WEBSITE AND SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Nimbus does not guarantee specific business outcomes, revenue increases, or performance improvements from the use of our services. Results depend on many factors outside our control including client implementation, market conditions, and third-party platforms.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NIMBUS'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO NIMBUS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
IN NO EVENT SHALL NIMBUS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, REVENUE, GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations above do not apply to liability arising from (a) fraud or willful misconduct, (b) breach of confidentiality obligations, (c) infringement of intellectual property rights, or (d) any liability that cannot be excluded by applicable law.
You agree to indemnify, defend, and hold harmless Nimbus Solutions Provider and its officers, employees, and agents from any claims, damages, or expenses (including reasonable attorney's fees) arising out of: (a) your use of our services in violation of these Terms; (b) your breach of any representation or warranty; (c) content or materials you provide to us; or (d) your violation of any applicable law or third-party rights.
These general Terms remain effective for as long as you use our website or have an active engagement with Nimbus. Project-specific engagements are governed by the term specified in the applicable SOW.
Either party may terminate a project engagement with 30 days' written notice. Upon termination, Client is responsible for payment for all work completed and expenses incurred through the termination date. Nimbus will deliver all completed work product upon receipt of final payment.
Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days of written notice. Nimbus may immediately suspend or terminate services for non-payment.
Provisions regarding intellectual property, confidentiality, payment obligations for work performed, indemnification, limitation of liability, and governing law survive termination.
These Terms are governed by and construed in accordance with the laws of the District of Columbia, United States, without regard to its conflict of law principles.
The parties agree to first attempt good-faith negotiation to resolve any disputes. If a dispute cannot be resolved within 30 days of written notice, the parties agree to submit to binding arbitration in Washington, DC, under the rules of the American Arbitration Association. Judgment upon the arbitration award may be entered in any court of competent jurisdiction.
You agree to resolve disputes with Nimbus on an individual basis and waive any right to participate in class action lawsuits or class-wide arbitration.
These Terms, together with any applicable SOW, NDA, or service agreement, constitute the entire agreement between you and Nimbus regarding the subject matter herein and supersede all prior agreements, representations, and understandings.
If any provision of these Terms is found to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
Nimbus's failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce such provision in the future.
You may not assign your rights or obligations under these Terms without our prior written consent. Nimbus may assign these Terms in connection with a merger, acquisition, or sale of assets.
We reserve the right to update these Terms at any time. Material changes will be communicated to active clients via email. Continued use of our website or services after changes are posted constitutes acceptance of the updated Terms.
For questions about these Terms of Service or to report a violation, contact us at legal@nimbussp.com. For general inquiries, visit our Contact page. Nimbus Solutions Provider is headquartered in Washington, DC, United States.
These Terms of Service are effective as of January 1, 2025. By engaging Nimbus Solutions Provider, you confirm that you have read, understood, and agree to these terms.