Terms of Service

1. Agreement to Terms

By engaging the software development and related services of Elk Falls Software, LLC ("Company," "we," "us," or "our"), you ("Client," "you") agree to be bound by these Terms of Service. These terms govern the relationship between you and the Company concerning the provision of software development, systems integration, automation, data solutions, and related consulting services.

2. Services

The Company agrees to provide the services as described in the mutually agreed‑upon Statement of Work (SOW) or service agreement. The SOW will detail the scope of work, timelines, deliverables, and fees. Any changes to the SOW must be agreed upon in writing (including via email) by both parties.

3. Payment Terms

The Client agrees to pay the fees as outlined in the SOW. Payments may be due on a recurring basis for ongoing services or as per the milestones defined for project‑based work. Invoices are due upon receipt unless otherwise specified in the SOW. Late payments may incur interest charges at a rate permitted by applicable law.

All payments made to Elk Falls Software, LLC are generally non‑refundable. Unless explicitly stated otherwise in the SOW, the Company does not offer refunds for services already rendered or for any portion of a service period that has commenced.

4. Client Obligations

The Client agrees to provide the Company with timely access to necessary materials, information, personnel, and systems required to perform the services. This may include access to existing infrastructure, third‑party platforms, and technical documentation. Delays caused by the Client's failure to provide such access may result in adjustments to project timelines and, where appropriate, fees.

5. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of the engagement. The Company will take reasonable steps to protect the Client's confidential information, including business processes, source code, system credentials, and data.

6. Intellectual Property

Any pre‑existing intellectual property of either party shall remain the property of that party. Unless otherwise specified in the SOW, the Client shall own the bespoke deliverables (such as source code and configuration) created by the Company specifically for the Client under the SOW, provided that all payments have been made in full. The Company retains the right to use the general knowledge, patterns, and experience gained during the project, and may use non‑confidential project details in its portfolio and marketing materials.

7. Limitation of Liability

The Company's liability for any claim arising from the services provided shall be limited to the total fees paid by the Client to the Company in the three (3) months preceding the event giving rise to the claim. In no event shall the Company be liable for any indirect, incidental, special, or consequential damages, including loss of profits, revenue, data, or business opportunities.

8. Term and Termination

The term of the agreement shall be as specified in the SOW. Either party may terminate the agreement with thirty (30) days' written notice, unless the SOW specifies different terms. The Company may terminate the agreement immediately if the Client fails to make payments as required or materially breaches these Terms. Upon termination, the Client is responsible for paying for all services rendered up to the effective date of termination.

9. Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws applicable in the jurisdiction where Elk Falls Software, LLC is organized, without regard to its conflict of law provisions.