1. Agreement to Terms
By accessing or using Software Sculptor's website and services (the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these Terms, you may not access the Service.
These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and Software Sculptor ("we," "our," or "us"). By using our Service, you represent that you are at least 18 years old and have the legal capacity to enter into this agreement.
2. Description of Service
Software Sculptor provides software development consulting services, including but not limited to:
- Web application development and engineering
- AI-powered software solutions
- Technical consulting and advisory services
- Custom software development
- Project management and delivery services
We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time without prior notice.
3. User Accounts
To access certain features of our Service, you must create an account. You agree to:
- Provide accurate, current, and complete information during registration
- Maintain and update your account information to keep it accurate
- Maintain the security of your account credentials
- Accept responsibility for all activities that occur under your account
- Notify us immediately of any unauthorized access or security breach
We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent, abusive, or illegal activities.
4. Consulting Services Agreement
Our consulting services are provided pursuant to separate written agreements ("Service Agreements") that detail the scope of work, deliverables, timelines, and fees. These Terms supplement but do not replace Service Agreements. In case of conflict, the Service Agreement shall govern.
Key terms that typically apply to our consulting engagements:
- Scope of Work: Services are defined in the Service Agreement. Any work outside the agreed scope requires a written change order.
- Deliverables: We will deliver work products as specified in the Service Agreement.
- Timeline: We will make reasonable efforts to meet agreed deadlines, but timelines are estimates and may be affected by factors beyond our control.
- Payment: Fees and payment terms are specified in the Service Agreement. Invoices are due as stated therein.
5. Intellectual Property
5.1 Client Content
You retain ownership of any content, data, or materials you provide to us ("Client Content"). You grant us a license to use Client Content solely for the purpose of providing our services to you.
5.2 Deliverables
Ownership of deliverables will be specified in the Service Agreement. Unless otherwise agreed, upon full payment, you will receive ownership of custom-developed deliverables. We retain rights to any pre-existing tools, frameworks, or methodologies used in delivery.
5.3 Our Intellectual Property
Our Service, including software, designs, methodologies, documentation, and trademarks, remains our exclusive property. You may not copy, modify, distribute, or create derivative works without our written permission.
6. Acceptable Use
You agree not to:
- Use the Service for any illegal purpose or in violation of any laws
- Interfere with or disrupt the Service or servers connected to the Service
- Attempt to gain unauthorized access to any portion of the Service
- Upload or transmit viruses, malware, or other harmful code
- Engage in any activity that could harm, disable, or impair our Service
- Use automated systems to access the Service without permission
- Impersonate any person or entity or misrepresent your affiliation
- Harvest or collect information about other users
7. Payment Terms
Payment terms for consulting services are specified in your Service Agreement. General payment principles:
- Invoices are due according to the payment schedule in your Service Agreement
- Late payments may incur interest charges as specified in your agreement
- We reserve the right to suspend services for non-payment
- All fees are non-refundable unless otherwise stated in your Service Agreement
- You are responsible for any taxes applicable to services provided
8. Confidentiality
We understand that you may share confidential information with us. We will:
- Keep confidential information confidential and use it solely for providing services
- Not disclose confidential information to third parties without your consent
- Implement reasonable safeguards to protect confidential information
These obligations do not apply to information that is publicly available, independently developed by us, or required to be disclosed by law.
9. Warranties and Disclaimers
Service Warranties: We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards.
DISCLAIMERS: EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR YOUR SERVICE AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
We do not warrant that the Service will be uninterrupted, error-free, or secure, or that defects will be corrected.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Indemnification
You agree to indemnify, defend, and hold harmless Software Sculptor and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or related to:
- Your use of the Service
- Your violation of these Terms
- Your violation of any rights of another party
- Your Client Content or any content you submit through the Service
12. Termination
Either party may terminate access to the Service at any time, with or without cause, subject to the terms of any active Service Agreement.
We may suspend or terminate your account immediately if you breach these Terms or engage in conduct we deem harmful to us or other users.
Upon termination, your right to use the Service will cease immediately. Provisions that by their nature should survive termination (including intellectual property, confidentiality, and limitation of liability) will survive.
13. Dispute Resolution
Any disputes arising out of or related to these Terms or the Service will be resolved through binding arbitration in accordance with the rules of a recognized arbitration organization, unless both parties agree otherwise in writing.
You waive any right to participate in a class-action lawsuit or class-wide arbitration.
14. Governing Law
These Terms are governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law provisions.
15. Changes to Terms
We reserve the right to modify these Terms at any time. We will notify users of material changes by posting the updated Terms on this page and updating the "Last Updated" date. Your continued use of the Service after such changes constitutes acceptance of the modified Terms.
16. Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
17. Entire Agreement
These Terms, together with any Service Agreements and our Privacy Policy, constitute the entire agreement between you and Software Sculptor regarding the Service, superseding any prior agreements.
18. Contact Information
If you have questions about these Terms, please contact us at:
Software Sculptor
Email: joe@derivativegenius.com
Website: software-sculptor.com