TERMS & CONDITIONSBRAXXWOOD ESTATES – SERVICE TERMS & CONDITIONSGENERAL TERMS AND CONDITIONSThis Service Agreement (the "Agreement") is entered into by and between the entity or individual named as the "Service Client" in the Agreement and BraxxWood Capital LLC dba BraxxWood Estates, a limited liability company, together with its affiliated entities (collectively, "BraxxWood Estates" or "Company"). This Agreement is subject to the following general terms and conditions ("Terms and Conditions"). These Terms and Conditions take absolute precedence over any terms and conditions of the Service Client. Execution of the Agreement by the Service Client and/or any acceptance by the Service Client of services constitutes assent by the Service Client to these Terms and Conditions. The Service Client acknowledges that they have read, understand, and agree to be bound by these Terms and Conditions. In the event of any inconsistencies between the Agreement (or any ancillary document) and these Terms and Conditions, these Terms and Conditions shall control. BraxxWood Estates and the Service Client expressly agree that BraxxWood Estates may modify these Terms and Conditions from time to time, and such modifications shall be binding upon the Service Client as of the date of such modifications.

1.0 DEFINITIONSCapitalized terms not otherwise defined in these Terms and Conditions shall have the meanings ascribed to them in the Agreement.1.1.
Affiliate: Any entity that controls, is controlled by, or is under common control with BraxxWood Estates or the Service Client.1.2.
BraxxWood Estates: BraxxWood Capital LLC dba BraxxWood Estates, together with its Affiliates.1.3.
Confidential Information: Includes trade secrets, proprietary information, and all business, financial, and operational data shared between the parties.1.4.
Derivative: Any modifications, enhancements, or improvements made to the services or materials provided under this Agreement.1.5.
Documentation: Any instructional, operational, or reference materials provided by BraxxWood Estates.1.6.
Enhancement: Any change or addition that improves functionality or performance.1.7.
Intellectual Property: Includes patents, copyrights, trademarks, trade secrets, proprietary software, and other proprietary materials developed by or licensed to BraxxWood Estates.1.8.
Open Source Materials: Open-source code or software that may be included in the services.1.9.
Proprietary Information: Includes Confidential Information, Trade Secrets, and Intellectual Property.1.10.
Service Client: The person, firm, corporation, or entity receiving services under the Agreement.1.11.
Services: The services and/or deliverables provided by BraxxWood Estates under the Agreement.1.12.
Trade Secrets: Confidential business information that provides a competitive advantage.

2.0 SERVICES AND LIMITATIONS2.1
Provision and Availability: BraxxWood Estates will provide the Service Client with services as described in the Agreement. Delivery dates are approximate, and BraxxWood Estates is not liable for any delay in performance or delivery.2.2
Right to Suspend Services: BraxxWood Estates may suspend or discontinue services if the Service Client misuses services, violates the Agreement, engages in unauthorized use, or fails to make payments.

3.0 WARRANTIES AND LIABILITY3.1
Disclaimer of Warranties: Services are provided "as-is" without any warranties. BraxxWood Estates disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.3.2
Limitations on Liability: BraxxWood Estates is not liable for indirect, incidental, or consequential damages. In any case, maximum liability shall not exceed $1,000.3.3
Third-Party Services: BraxxWood Estates does not endorse or guarantee third-party service providers and is not responsible for their performance.

4.0 SERVICE CLIENT OBLIGATIONS4.1
Compliance: The Service Client must comply with all laws and regulations applicable to the use of services.4.2
Confidentiality: The Service Client agrees to maintain the confidentiality of all Proprietary Information shared by BraxxWood Estates.4.3
Intellectual Property: The Service Client agrees not to reverse engineer, copy, modify, or distribute any Intellectual Property owned by BraxxWood Estates.4.4
Payment Obligations: The Service Client must pay all fees and charges as outlined in the Agreement.

5.0 BILLING AND PAYMENT5.1
Payment Terms: Invoices are due within fifteen (15) days of the invoice date unless otherwise agreed in writing.5.2
Taxes: The Service Client is responsible for any applicable sales taxes, duties, or tariffs.5.3
Late Fees: Any overdue payments shall bear interest at a rate of 1.5% per month.5.4
Collection Costs: The Service Client is responsible for any costs incurred in collecting unpaid balances, including attorney’s fees.

6.0 TERMINATION6.1
Termination for Cause: Either party may terminate the Agreement for material breach with thirty (30) days’ written notice, except for non-payment, which allows only five (5) days’ notice.6.2
Effects of Termination: Termination does not affect obligations related to unpaid invoices, confidentiality, intellectual property, or indemnification.

7.0 MISCELLANEOUS7.1
Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.7.2
Dispute Resolution: Any disputes shall be resolved in Miami-Dade County, Florida courts.7.3
No Waiver: Failure to enforce any provision does not constitute a waiver of rights.7.4
Amendments: No modifications shall be valid unless agreed upon in writing by both parties.7.5
Assignment: The Service Client may not assign rights or obligations without prior written consent from BraxxWood Estates.7.6
Notices: All communications must be in writing and sent to the address specified in the Agreement.By agreeing to receive services from BraxxWood Estates, the Service Client acknowledges and accepts these Terms and Conditions.