Terms of Service

Agreement to Terms

By accessing or using the services provided by ELMIR SOFTWARE LLC ("Company," "we," "our," or "us"), you agree to be bound by these Terms of Service. If you do not agree to these terms, please do not use our services.

Services

ELMIR SOFTWARE LLC provides custom software development, consulting, and related technology services. The specific scope, deliverables, timeline, and pricing for each project will be outlined in a separate Statement of Work (SOW) or service agreement.

Client Responsibilities

As a client, you agree to:

• Provide accurate and complete information necessary for project completion
• Respond to requests for feedback and approvals in a timely manner
• Provide access to necessary systems, data, and personnel
• Pay all fees according to the agreed payment terms
• Comply with all applicable laws and regulations

Intellectual Property

Client-Owned IP

Upon full payment, you will own the custom code and deliverables created specifically for your project, as outlined in the SOW.

Company-Owned IP

We retain ownership of:

• Pre-existing code, frameworks, and tools
• Methodologies and processes
• General knowledge and experience gained
• Any code or materials not specifically created for your project

Third-Party Components

Projects may include third-party libraries, frameworks, or services subject to their own licenses. You are responsible for complying with these licenses.

Payment Terms

• Payment terms will be specified in the SOW or service agreement
• Invoices are typically due within 30 days of receipt
• Late payments may incur interest charges and suspension of services
• All fees are non-refundable unless otherwise specified

Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the engagement. This obligation survives the termination of the agreement.

Warranties and Disclaimers

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to specifications in the SOW
• We have the right to provide the services

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

Termination

Either party may terminate the agreement:

• For convenience with 30 days written notice
• Immediately for material breach that remains uncured for 15 days after notice
• Immediately if the other party becomes insolvent or files for bankruptcy

Upon termination, you must pay for all work completed up to the termination date.

Indemnification

You agree to indemnify and hold us harmless from any claims arising from your use of our services, your violation of these terms, or your violation of any third-party rights.

Dispute Resolution

Any disputes will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in court.

Governing Law

These terms are governed by the laws of the State of [Your State], without regard to conflict of law principles.

Changes to Terms

We reserve the right to modify these terms at any time. Changes will be effective upon posting to our website. Continued use of our services constitutes acceptance of modified terms.

Contact Information

For questions about these Terms of Service, contact us at:

ELMIR SOFTWARE LLC
Email: contact@elmirsoftware.com
Phone: +1 (407) 203-7272
Address: 155 S Court Ave #2202, Orlando, FL 32801