Last updated: July 16, 2026
Please read these Terms of Service ("Terms") carefully before using the FICAT website or engaging our services. These Terms govern your access to and use of our website, services, and products.
By accessing our website, using our services, or engaging with FICAT TRANSIT INC ("FICAT," "we," "us," or "our"), you agree to be bound by these Terms of Service. If you do not agree with any part of these Terms, you must not access our website or use our services.
These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and FICAT. We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to this page, with the "Last updated" date being revised accordingly. Your continued use of our services after any modifications indicates your acceptance of the updated Terms. It is your responsibility to review these Terms periodically.
FICAT provides a comprehensive range of technology services, including but not limited to:
The specific scope, deliverables, timelines, and fees for each engagement will be defined in a separate Statement of Work (SOW) or Service Agreement executed by both parties. In the event of any conflict between these Terms and a specific SOW, the SOW shall prevail with respect to the specific engagement.
You agree to use our website only for lawful purposes and in a manner that does not infringe the rights of, restrict, or inhibit anyone else's use of the website. Prohibited conduct includes, but is not limited to:
All content, materials, designs, graphics, logos, software, documentation, and other intellectual property displayed on our website or delivered as part of our services (collectively, "Materials") are owned by FICAT or our licensors and are protected by applicable intellectual property laws, including copyright, trademark, and patent laws.
Upon full payment for services rendered, we grant you a non-exclusive, non-transferable, perpetual license to use the custom software and deliverables specifically developed for you under a signed SOW. This license does not include the right to sublicense, distribute, or create derivative works without our prior written consent. Our pre-existing intellectual property, methodologies, frameworks, and tools remain our exclusive property, and nothing in these Terms shall be construed as transferring ownership of such intellectual property to you.
Both parties agree to maintain the confidentiality of all proprietary information disclosed during the course of the business relationship. "Confidential Information" includes, but is not limited to, technical data, business plans, client lists, financial information, source code, algorithms, trade secrets, and any information that a reasonable person would understand to be confidential.
The receiving party shall: (a) hold all Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information; (b) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to employees or contractors who have a legitimate need to know and are bound by confidentiality obligations; and (c) use Confidential Information solely for the purpose of performing obligations under the applicable SOW. These confidentiality obligations shall survive termination of these Terms and any SOW for a period of five (5) years.
As a client of FICAT, you agree to:
Failure to fulfil these responsibilities may result in project delays, additional costs, or termination of services, for which FICAT shall not be held liable.
Fees for services will be as set forth in the applicable SOW or as otherwise agreed in writing. Payment terms include:
To the maximum extent permitted by applicable law, FICAT and its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or loss of business opportunity, arising out of or in connection with these Terms or the services provided, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if we have been advised of the possibility of such damages.
Our total aggregate liability arising out of or relating to these Terms or the services provided shall not exceed the total fees paid by you to us during the twelve (12) month period immediately preceding the event giving rise to the claim. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you.
You agree to indemnify, defend, and hold harmless FICAT, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
We warrant that our services will be performed in a professional and workmanlike manner in accordance with industry standards. We further warrant that any custom software deliverables will conform to the specifications outlined in the applicable SOW for a period of ninety (90) days following delivery.
Except as expressly stated in these Terms or any SOW, our website, services, and deliverables are provided "as is" and "as available," without any warranties of any kind, whether express, implied, or statutory. To the maximum extent permitted by law, we disclaim all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and course of performance. We do not warrant that our services will be uninterrupted, error-free, or completely secure, or that all defects will be corrected.
Either party may terminate these Terms or any SOW for convenience upon thirty (30) days prior written notice to the other party. In the event of termination for convenience, Client shall pay for all services rendered and expenses incurred up to the effective date of termination.
Either party may terminate these Terms or any SOW immediately upon written notice if the other party materially breaches any provision of these Terms and fails to cure such breach within fifteen (15) days after receiving written notice thereof. Upon termination for cause by Client, we will refund any prepaid fees for services not yet rendered. Upon termination for cause by us, Client shall pay all fees due for services rendered up to the date of termination.
Neither party shall be liable for any failure or delay in performing its obligations under these Terms (except for payment obligations) where such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemic, epidemic, labor disputes, supply chain disruptions, telecommunications failures, or failure of third-party service providers. The affected party shall provide prompt notice of the force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable.
These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
Any dispute arising out of or relating to these Terms or our services shall first be attempted to be resolved through good-faith negotiations between the parties. If the dispute cannot be resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in New York, New York, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and legal fees, unless the arbitrator determines that a party has acted in bad faith or in violation of these Terms.
These Terms, together with any applicable SOW, exhibits, and appendices referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No modification of these Terms shall be effective unless in writing and signed by both parties.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
No waiver of any term, provision, or condition of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision, or condition (whether or not the same) on any future occasion. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
If you have any questions, concerns, or requests regarding these Terms, please contact us: