Terms & Conditions

1. Agreement to Terms

Please read these Terms & Conditions ("Terms") carefully before using the Quick Comet website or engaging our services. These Terms are operated by Viminto LLC ("Agency," "we," "us," or "our"), a California limited liability company doing business as Quick Comet.

These Terms constitute a legally binding agreement between you, whether personally or on behalf of an entity ("Client," "you"), and Viminto LLC, concerning your access to and use of our services and website. By accessing our website, submitting a project inquiry, signing a Statement of Work, or otherwise engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you do not agree with any part of these Terms, you must discontinue use of our services immediately.

2. Services and Scope

Quick Comet provides software development, AI solutions, design, and consulting services ("Services") as described in individual Statements of Work (SOW), Project Proposals, or Service Agreements. The specific scope, deliverables, timelines, and fees for each engagement are defined in the applicable SOW.

A. Scope Changes

Any changes to the agreed scope of work must be documented in a written Change Order signed by both parties. Scope changes may result in adjustments to fees, timelines, and deliverables. We reserve the right to decline scope changes that fundamentally alter the nature of the project.

B. Project Timelines

Estimated timelines provided in proposals and SOWs are good-faith estimates based on the information available at the time of agreement. Actual timelines may vary based on scope complexity, client responsiveness, third-party dependencies, and unforeseen technical requirements. Delays caused by the Client (including late feedback, delayed content delivery, or unavailability for required approvals) will extend project timelines accordingly and do not constitute a breach by the Agency.

3. Client Responsibilities

To ensure successful project delivery, the Client agrees to:

• Timely Feedback: Provide feedback, approvals, and decisions within the timeframes specified in the SOW, or within five (5) business days if not specified.
• Content & Assets: Supply all required content, images, branding materials, copy, and other assets in a timely manner and in the formats reasonably requested by the Agency.
• Access & Credentials: Provide necessary access to systems, accounts, hosting environments, APIs, and other third-party services required for project delivery.
• Designated Contact: Appoint a single point of contact with decision-making authority to streamline communication and approvals.
• Accurate Information: Ensure that all information, requirements, and materials provided to the Agency are accurate, complete, and do not infringe on any third-party rights.
• Legal Compliance: Ensure that the intended use of deliverables complies with all applicable laws and regulations in the Client's jurisdiction.

4. Intellectual Property Rights

A. Work Product

Upon full payment of all fees due, the Agency assigns to the Client all right, title, and interest in and to the custom deliverables created specifically for the Client under this Agreement ("Work Product"). Until full payment is received, the Agency retains ownership of all Work Product.

B. Background IP

The Agency retains all rights to its pre-existing proprietary tools, libraries, frameworks, boilerplate code, design systems, and methodologies ("Background IP") used in creating the Work Product. The Agency grants the Client a perpetual, non-exclusive, non-transferable, royalty-free license to use such Background IP solely as integrated into the delivered Work Product.

C. Open-Source Components

The Work Product may incorporate open-source software components. Such components remain subject to their respective open-source licenses. The Agency will provide a list of material open-source dependencies upon request.

D. Portfolio Rights

Unless otherwise agreed in writing, the Agency retains the right to display the Work Product (or representative screenshots, descriptions, and case studies) in its portfolio, website, marketing materials, and award submissions. The Client may request exclusion from public portfolio display, which must be specified in the SOW.

5. Revisions and Acceptance

A. Revision Rounds

Each project phase includes the number of revision rounds specified in the SOW. If no number is specified, two (2) rounds of revisions are included per milestone. Additional revisions beyond the included rounds will be billed at the Agency's then-current hourly rate.

B. Acceptance

Upon delivery of each milestone or the final deliverable, the Client has seven (7) business days to review and provide written acceptance or a detailed list of required changes. If no response is received within this period, the deliverable is deemed accepted.

C. Final Delivery

Final project files, source code, and deployment credentials will be transferred to the Client upon receipt of final payment and written acceptance of all deliverables.

6. Fees and Payment

• Payment Schedule: Fees are due in accordance with the schedule outlined in the SOW. Unless otherwise specified, a 50% deposit is required before work begins, with the remaining balance due upon project completion.
• Payment Methods: We accept payments via Stripe, bank transfer (ACH/Wire), and other methods specified in invoices. All payments are processed in USD unless otherwise agreed.
• Late Payments: Invoices not paid within thirty (30) days of the due date will incur a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance.
• Suspension of Services: We reserve the right to suspend all work on active projects if payments are more than fifteen (15) days overdue. Work will resume upon receipt of all outstanding payments.
• Taxes: All fees are exclusive of taxes. The Client is responsible for all applicable sales tax, VAT, withholding tax, or other taxes imposed by any jurisdiction.
• Refunds: Deposits and payments for completed work are non-refundable. For product subscriptions, refund terms are specified in the applicable product terms.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information ("Confidential Information") disclosed during the engagement. Confidential Information includes, but is not limited to: business plans, trade secrets, technical specifications, client lists, financial data, user data, source code, and any information marked as confidential.

Each party agrees to: (a) use Confidential Information solely for the purposes of this Agreement; (b) not disclose Confidential Information to any third party without prior written consent; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information.

These confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets which are protected indefinitely.

8. AI and Machine Learning Deliverables

For projects involving artificial intelligence, machine learning models, AI agents, or automated decision-making systems, the following additional terms apply:

• AI Output Disclaimer: AI systems may produce unexpected, inaccurate, or biased outputs. The Agency makes no guarantees regarding the accuracy, completeness, or reliability of AI-generated content or decisions. The Client is responsible for implementing appropriate human oversight and validation processes.
• Training Data: The Client is responsible for ensuring that any data provided for model training or fine-tuning complies with all applicable laws, including data protection regulations and intellectual property rights.
• Third-Party AI Services: AI deliverables may rely on third-party APIs and services (e.g., OpenAI, Anthropic, Google Cloud AI). These services are subject to their own terms, pricing changes, rate limits, and availability, which are outside the Agency's control.
• Ongoing Costs: AI solutions typically incur ongoing API usage costs, hosting fees, and maintenance expenses. The Client is responsible for all such recurring costs after project handoff unless a separate maintenance agreement is in place.
• Compliance: The Client is solely responsible for ensuring that the deployed AI solution complies with all applicable regulations in their jurisdiction, including but not limited to the EU AI Act, state-level AI legislation, and industry-specific requirements.

9. Third-Party Services

Our deliverables may integrate with or depend on third-party services including but not limited to: cloud hosting providers (Vercel, AWS, Google Cloud), database services (Supabase, Firebase), payment processors (Stripe), analytics platforms, and AI/ML APIs. The Agency is not responsible for:

• Service outages, downtime, or performance degradation of third-party services.
• Changes to third-party APIs, pricing, terms of service, or deprecation of features.
• Security breaches or data incidents originating from third-party services.
• Any fees, charges, or costs imposed by third-party service providers.

The Client is responsible for maintaining their own accounts with third-party services and complying with the applicable terms of service for each provider.

10. Warranties and Disclaimers

A. Agency Warranty

The Agency warrants that: (a) Services will be performed in a professional and workmanlike manner consistent with industry standards; (b) deliverables will substantially conform to the specifications in the SOW for a period of thirty (30) days following acceptance ("Warranty Period"); and (c) the Agency has the authority to enter into this Agreement.

B. Bug Fix Warranty

During the Warranty Period, the Agency will fix, at no additional cost, any bugs or defects in the delivered software that cause it to fail to conform to the agreed specifications. This warranty does not cover issues caused by: Client modifications, unauthorized use, third-party service changes, or requirements not included in the original SOW.

C. Disclaimer

EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE AGENCY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE AGENCY DOES NOT WARRANT THAT THE DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET THE CLIENT'S BUSINESS OBJECTIVES.

11. Limitation of Liability

IN NO EVENT SHALL QUICKCOMET, VIMINTO LLC, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.

MAXIMUM LIABILITY: OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US UNDER THE APPLICABLE SOW DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of whether the Agency has been advised of the possibility of such damages and notwithstanding the failure of any remedy of its essential purpose.

12. Indemnification

The Client agrees to defend, indemnify, and hold harmless the Agency, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's use of the deliverables; (b) the Client's breach of these Terms; (c) content, data, or materials provided by the Client; (d) the Client's violation of any applicable law or regulation; or (e) any claim that materials provided by the Client infringe on the intellectual property rights of a third party.

13. Non-Solicitation

During the term of any active engagement and for twelve (12) months following its completion, neither party shall directly solicit, recruit, or hire any employee or contractor of the other party who was involved in the engagement, without the prior written consent of the other party. This restriction does not apply to general job postings or unsolicited applications.

14. Term and Termination

A. Term

This Agreement remains in effect for the duration of the applicable SOW or until terminated as provided herein.

B. Termination for Convenience

Either party may terminate this Agreement with thirty (30) days' written notice. Upon such termination, the Client shall pay for all work completed and expenses incurred up to the effective date of termination.

C. Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

D. Effect of Termination

Upon termination: (a) the Client shall pay all outstanding fees for work performed; (b) each party shall return or destroy the other party's Confidential Information; (c) IP rights transfer only for fully paid deliverables; and (d) Sections 4 (IP), 7 (Confidentiality), 10 (Warranties), 11 (Liability), 12 (Indemnification), and 15 (Governing Law) survive termination.

15. Governing Law and Dispute Resolution

A. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

B. Informal Resolution

Before initiating any formal dispute resolution, both parties agree to first attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days.

C. Jurisdiction

If informal resolution fails, both parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Sacramento County, California for the resolution of any disputes arising under this Agreement.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to: natural disasters, pandemics, acts of war or terrorism, government actions, power outages, internet or telecommunications failures, cyberattacks, or failures of third-party services. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.

17. General Provisions

• Entire Agreement: These Terms, together with any SOW and Change Orders, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and negotiations.
• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
• Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment: The Client may not assign or transfer this Agreement without the Agency's prior written consent. The Agency may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Amendments: We reserve the right to modify these Terms at any time. Material changes will be posted on our website with an updated "Last Updated" date. Continued use of our services after changes constitutes acceptance of the modified Terms.
• Notices: All formal notices under this Agreement shall be in writing and sent to the email addresses specified in the SOW or to the addresses listed below.

18. Contact Us

For questions about these Terms or to resolve a complaint, please contact us at: