TPLEX — Terms & Conditi...
1. Acceptance of Terms
By accessing TPLEX's website, engaging services, signing a Statement of Work, or entering into any service agreement with Technology Plex Inc., clients agree to be bound by these Terms and Conditions. Those acting on behalf of entities represent they have authority to bind such organizations. These Terms apply to all engagement types including dedicated development teams, IT staff augmentation, software outsourcing, SIS/LMS development, and AI-powered platform development.
2. Description of Services
TPLEX provides technology services including custom software development, Student Information Systems and Learning Management Systems design, AI and machine learning platform development, IT staff augmentation, cloud engineering, DevOps, infrastructure management, quality assurance, technology consulting, healthcare software (EMR, telemedicine, HIPAA-compliant systems), and fintech platform development.
Specific deliverables, timelines, team structures, and pricing are governed by individual Statements of Work or Master Service Agreements. In case of conflict between an SOW/MSA and these Terms, the SOW/MSA shall prevail for that specific engagement.
3. Eligibility & Client Representations
Clients represent and warrant they are at least 18 years old with legal capacity to enter binding agreements, are duly authorized if acting for entities, provide accurate information, ensure their intended use complies with applicable laws, and are not located in jurisdictions subject to U.S. trade sanctions or export restrictions. TPLEX reserves the right to refuse service at its sole discretion.
4. Accounts, Access & Security
Clients are solely responsible for maintaining credential confidentiality, all account activities, promptly notifying TPLEX of unauthorized access at [email protected], and ensuring only authorized personnel access shared environments. TPLEX will not be liable for losses arising from unauthorized account use. TPLEX reserves the right to suspend or terminate access upon suspected security incidents or material breaches.
5. Intellectual Property
Upon full payment, TPLEX assigns all right, title, and interest in custom-developed deliverables to clients, excluding Pre-existing IP or Third-Party Components. TPLEX retains exclusive ownership of proprietary tools, frameworks, libraries, methodologies, and platforms developed independently, granting clients a non-exclusive, non-transferable, perpetual license to use Pre-existing IP solely as embedded within delivered work product.
Deliverables may incorporate open-source or third-party licensed components; clients must comply with applicable licenses. TPLEX retains all rights in its brand, trademarks, trade names, and website content. Marketing use of the TPLEX name or logo requires prior written consent.
6. Confidentiality
Both parties may receive confidential and proprietary information including business strategies, product roadmaps, financial data, student data, patient records, technical specifications, and personnel information. Each party agrees to hold such information in strict confidence using at least the same degree of care as used to protect its own confidential information (but no less than reasonable care), use it solely for performing agreement obligations, disclose only to those with need-to-know bound by equivalent obligations, and promptly notify of unauthorized disclosure.
Confidentiality obligations do not apply to publicly known information, independently developed information, or legally required disclosures (with prior notice where permissible).
7. Data Protection & Privacy
TPLEX adheres to applicable data protection regulations including GDPR, HIPAA, FERPA, CCPA, and PCI-DSS standards. Where TPLEX processes personal data on behalf of clients, parties shall execute a Data Processing Agreement as required by law. The Privacy Policy at www.tplex.com governs personal data collection and use. Clients bear primary responsibility for ensuring that the applications, platforms, or systems they commission from TPLEX are deployed, configured, and maintained in compliance with all applicable data protection laws in their respective jurisdictions.
8. Payment Terms & Billing
All fees, rates, payment schedules, and billing milestones appear in applicable SOW or MSA. Unless otherwise specified: invoices are due within thirty (30) days of the invoice date; payments must be in U.S. Dollars unless otherwise agreed; late payments accrue interest at 1.5% monthly (or maximum permitted rate); TPLEX reserves the right to suspend services where invoices remain unpaid beyond sixty (60) days; all fees exclude applicable taxes; team scaling reflects in subsequent billing cycles.
Invoice disputes must be raised in writing within fifteen (15) days of receipt. Undisputed invoice portions remain payable by the original due date.
9. Warranties & Representations
TPLEX warrants that services will be performed professionally consistent with industry standards, assigned personnel possess represented skills and qualifications, delivered work product will materially conform to SOW specifications for ninety (90) days following delivery, TPLEX has authority to enter into these Terms and grant described rights, and deliverables will not infringe third-party intellectual property rights at delivery time.
Except as expressly stated, TPLEX provides services “as is” and disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. TPLEX does not warrant uninterrupted or error-free services.
10. Limitation of Liability
To the maximum extent permitted by law, TPLEX's total cumulative liability shall not exceed total fees paid in the three (3) months immediately preceding the event giving rise to the claim. In no event shall TPLEX be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages, including loss of profits, loss of data, loss of goodwill, business interruption, or cost of substitute services.
These limitations apply regardless of liability theory and even if TPLEX was advised of damage possibilities. In jurisdictions prohibiting such exclusions, liability is limited to the maximum extent permitted. Nothing limits TPLEX's liability for fraud, gross negligence, or willful misconduct.
11. Indemnification
Clients indemnify, defend, and hold harmless TPLEX and its officers, directors, employees, contractors, and agents from claims, damages, losses, liabilities, costs, and expenses arising from client's breach of Terms or SOW/MSA, misuse of deliverables, violation of applicable law, third-party claims from end products incorporating TPLEX deliverables, or client-provided content infringing third-party intellectual property rights.
TPLEX will promptly notify clients of indemnification claims, cooperate reasonably in defense, and permit client control of defense at client's expense. No settlement may impose TPLEX obligations without prior written consent.
12. Term & Termination
Engagements commence on the SOW start date and continue until completion or termination. Either party may terminate: for Cause immediately upon written notice if the other party materially breaches and fails to cure within thirty (30) days (or immediately for data breaches or serious legal violations); for Convenience upon thirty (30) days' prior written notice, subject to payment for work performed; upon Insolvency immediately if the other party becomes insolvent or ceases operations.
Upon termination, clients promptly pay outstanding fees. TPLEX delivers completed work product and client-owned materials. Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law provisions survive termination.
13. Governing Law & Dispute Resolution
These Terms and disputes shall be governed by California law without regard to conflict of law provisions. Parties agree to attempt good-faith resolution for thirty (30) days before formal proceedings. Unresolved disputes shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Los Angeles, California.
The arbitral award is final, binding, and enforceable in any competent jurisdiction. Nothing prevents seeking urgent injunctive or equitable relief from courts to prevent irreparable harm pending arbitration outcomes, particularly involving confidentiality or intellectual property.
14. Modifications to These Terms
TPLEX reserves the right to modify Terms at any time. For material changes, TPLEX will update the “Last Revised” date, notify existing Clients by email at the address on file at least thirty (30) days before the revised Terms take effect for ongoing engagements, and post updated Terms prominently on www.tplex.com.
Continued service use after revised Terms' effective date constitutes acceptance. Objecting clients' sole remedy is termination per Section 12. Changes do not affect rights or obligations accrued before the effective date.
15. Contact Us
Registered Entity: Technology Plex Inc. (TPLEX)
7225 Crescent Park W, Los Angeles, CA 90094, United States
General Inquiries: [email protected] | +1 (941) 203-9819 | www.tplex.com
Legal & Compliance: [email protected] (5 business day response)
Data Protection & Security: [email protected] (breach reports and DPA requests)
TPLEX maintains regional offices in Dubai (UAE) and serves clients across North America, Europe, the Middle East, and beyond. Regional inquiries may be directed to the above contacts.
© 2026 Technology Plex Inc. (TPLEX). All rights reserved. Last revised May 1, 2025.