Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website and services provided by NoelX LLC (“Veridian,” “we,” “us,” or “our”). By using the site or engaging us, you agree to these Terms.

Service Description

Veridian builds and operates tailor-made software for small businesses. Each engagement is scoped to a specific KPI agreed during the discovery call. The site is the umbrella surface; specific engagement terms are governed by a separate written agreement signed at the start of each engagement.

Eligibility

You may use the site and engage Veridian only if you are at least 18 years old, authorized to enter binding agreements on behalf of the business you represent, and not prohibited by applicable law from receiving the services.

User Responsibilities

When using the site or engaging Veridian, you agree to:

• Provide accurate information. Information you provide in forms, on calls, or in engagement materials must be truthful and complete to the best of your knowledge.
• Use the site lawfully. Do not use the site to violate any law or third-party right, attempt to interfere with the site’s operation, or attempt unauthorized access.
• Honor engagement obligations. Where engaged, perform the obligations specified in your engagement agreement, including timely access to systems, data, and decision-makers needed for delivery.
• Maintain confidentiality. Treat materials, methods, and pricing shared by Veridian as confidential, except as expressly authorized in writing.

The KPI-Tied Guarantee

Veridian offers a conditional KPI-tied guarantee on engaged work. Each engagement specifies a target KPI, a target movement amount, a measurement window, and the client obligations required for the guarantee to apply (“Client Conditions”).

If, at the end of the measurement window, the target KPI has not moved by the agreed amount, and the client has met all Client Conditions, the engagement-specific remedy specified in the engagement agreement applies. Failure to meet Client Conditions voids the guarantee. The guarantee structure for a given engagement is set in writing and signed before the engagement begins.

Intellectual Property

Software built specifically for a client during an engagement, including code, configurations, integrations, and documentation, is delivered to the client and becomes the client's property upon full payment of the engagement fees, except for components Veridian uses across multiple engagements (“Reused Infrastructure”). Reused Infrastructure remains Veridian's property and is licensed to the client for use within their delivered system. Veridian's trademarks, branding, and methodologies remain Veridian's property.

Fees and Payment

Engagement fees consist of a one-time build fee and a recurring monthly retainer, both specified in the engagement agreement. Fees are payable per the schedule in the engagement agreement. Retainers are billed monthly and continue until terminated.

Late payments may result in suspension of services. Continued non-payment may result in engagement termination and revocation of access to delivered systems pending resolution.

Termination

After the first month, engagements are month-to-month. Either party may terminate with 15 days’ written notice. Upon termination: outstanding fees through the notice period remain due; the client retains ownership of delivered software and data per Section 6; Veridian will provide reasonable handoff documentation.

Veridian may terminate immediately for material breach, including non-payment, violation of these Terms, or violation of the engagement agreement. See our Privacy Policy for how data is handled at termination.

Limitation of Liability

To the fullest extent permitted by law:

• Veridian provides services on an “as is” and “as available” basis. Except as expressly stated in an engagement agreement, no other warranties are made.
• Veridian is not liable for indirect, incidental, special, consequential, or punitive damages.
• Veridian is not liable for losses caused by client actions, third-party services, or matters outside Veridian's reasonable control.
• The KPI-tied guarantee, where applicable, is the exclusive remedy for KPI non-movement and is governed by the engagement agreement.

Veridian's total aggregate liability under any engagement is capped at the fees paid by the client to Veridian under that engagement in the twelve (12) months preceding the event giving rise to the liability.

Indemnification

You agree to indemnify and hold Veridian harmless from claims arising out of your breach of these Terms, your violation of law, or your misuse of delivered software.

Governing Law

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles. Disputes are subject to the exclusive jurisdiction of the state and federal courts located in Texas.

Changes to These Terms

We may update these Terms from time to time. The “Last updated” date above reflects the most recent change. Continued use of the site or services after changes constitutes acceptance.

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Questions about these Terms?