Terms of Service

1. Scope of Agreement

This Master Services Agreement ("Agreement") governs two distinct categories of services provided by Toolcross:

2. SaaS Subscription Terms

2.1 License Grant

Subject to your payment of applicable fees, Toolcross grants you a limited, non-exclusive, non-transferable, revocable right to access and use the subscribed SaaS products for your internal business operations.

2.2 Acceptable Use Policy

• You strictly prohibited from reverse-engineering, decompiling, or attempting to derive the source code of our SaaS platforms.
• You may not use the services to transmit malicious code, spam, or illegal content.
• Health Data: Users of the Health Management System acknowledge they are the Data Controller and are solely responsible for obtaining patient consent in compliance with HIPAA/GDPR.

2.3 Service Level & Availability

While we aim for 99.9% uptime, we do not guarantee uninterrupted access. Scheduled maintenance windows will be communicated in advance via the user dashboard.

3. Professional Services (Development)

3.1 Engagement Process

Services are engaged via a Statement of Work (SOW) or Order Form detailing the deliverables, timeline, and costs. In the event of a conflict between an SOW and these Terms, the SOW shall prevail for that specific project.

3.2 Intellectual Property Rights

Retained IP: Toolcross retains all rights to its background technology, pre-existing code libraries, developer tools, and generic frameworks used to create the deliverables.

3.3 Non-Solicitation

Client agrees not to directly hire, recruit, or contract any Toolcross employee or freelancer involved in the project for a period of 12 months following the conclusion of the services, without written consent.

4. Fees and Payment

• SaaS Billing: Subscription fees are billed in advance (monthly or annually). Failure to pay within 7 days of the due date may result in account suspension.
• Development Services: Invoices are due upon receipt or as defined in the SOW (e.g., 50% upfront, 50% on delivery).
• Taxes: Fees are exclusive of taxes. Client is responsible for all applicable sales, use, or value-added taxes.

5. Confidentiality

Each party agrees to protect the other’s "Confidential Information" (including business logic, code, trade secrets, and customer data) with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

6. Warranties & Limitation of Liability

Disclaimer: ALL SERVICES ARE PROVIDED "AS IS." TOOLCROSS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOOLCROSS'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. General Provisions

• Termination: Either party may terminate for cause if the other materially breaches these Terms and fails to cure such breach within 30 days of notice.
• Force Majeure: Neither party is liable for delays caused by events beyond reasonable control (e.g., acts of God, internet outages).
• Governing Law: These Terms are governed by the laws of the jurisdiction where Toolcross is headquartered. Any disputes shall be resolved in the local courts of that jurisdiction.