IMPORTANT: This is a template. Review and customize with legal counsel.
1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Inverted Software ("Company", "we", "us", "our"), concerning your access to and use of the [Your Website URL] website as well as any related services, including software consulting and outsourcing services ("Services").
You agree that by accessing the Website or using the Services, you have read, understood, and agree to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE WEBSITE AND SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
2. Definitions
- Website: Refers to [Your Website URL] and all its content.
- Services: Refers to the software consulting, development, outsourcing, talent acquisition, and related services provided by Inverted Software.
- User Content: Any content that you submit, post, or transmit via the Website or Services (e.g., information via contact forms).
- Company Content: All content on the Website, including text, graphics, logos, code, etc., owned by or licensed to Inverted Software.
3. Use of Website and Services
- License: We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for your personal or internal business purposes, strictly in accordance with these Terms.
- Service Agreements: The provision of specific Services will be governed by separate agreements (e.g., Master Service Agreement, Statement of Work) between you and Inverted Software. Those agreements will prevail in case of any conflict with these general Terms regarding the specific Services.
- Eligibility: You must be at least [Specify age, e.g., 18] years old to use the Website and Services.
4. User Responsibilities and Conduct
You agree not to use the Website or Services to:
- Violate any applicable local, state, national, or international law.
- Transmit any material that is unlawful, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable.
- Infringe upon the intellectual property rights of others.
- Attempt to gain unauthorized access to our systems or networks.
- Transmit viruses, worms, or any code of a destructive nature.
- Interfere with or disrupt the Website or servers/networks connected to the Website.
- [Add other prohibitions relevant to your services]
You are responsible for any User Content you provide and for maintaining the confidentiality of any account information associated with our Services.
5. Intellectual Property Rights
- Website Content: Unless otherwise indicated, the Website and all Company Content are our proprietary property or licensed to us, protected by copyright and trademark laws. You may not copy, reproduce, distribute, modify, or create derivative works from any Company Content without our express prior written consent.
- Client Project IP: Intellectual property rights for software, code, designs, and other deliverables created specifically for a client as part of the Services will be governed by the terms of the separate service agreement established with that client. Typically, upon full payment, ownership of the custom-developed work product transfers to the client, subject to any retained rights for pre-existing materials or tools used by us. [Review this clause carefully with legal counsel based on your standard client contracts].
- User Content: You grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, adapt, publish, and distribute User Content submitted solely for the purpose of providing and improving the Website and Services (e.g., using feedback submitted via a form).
6. Disclaimers
THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THE WEBSITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE OR SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE.
7. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO [INSERT LIMITATION AMOUNT, E.G., THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR A SPECIFIC DOLLAR AMOUNT LIKE $100. CONSULT LEGAL COUNSEL]. CERTAIN STATE LAWS (E.G., NEW JERSEY) DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
8. Indemnification
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys� fees and expenses, made by any third party due to or arising out of: (1) your use of the Website or Services; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Website or Services with whom you connected via the Website.
9. Term and Termination
These Terms shall remain in full force and effect while you use the Website or Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE AND THE SERVICES OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
10. Governing Law and Dispute Resolution
These Terms and your use of the Website and Services are governed by and construed in accordance with the laws of the State of [Your State, e.g., Nevada], United States, applicable to agreements made and to be entirely performed within the State of [Your State, e.g., Nevada], without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in [Your County, e.g., Clark County], [Your State, e.g., Nevada], and the parties irrevocably consent to the personal jurisdiction and venue therein. [Consider adding an arbitration clause after consulting legal counsel].
11. Modifications and Interruptions
We reserve the right to change, modify, or remove the contents of the Website or these Terms at any time or for any reason at our sole discretion without notice. We will alert you about any changes by updating the "Last Updated" date of these Terms. You waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates.
We cannot guarantee the Website and Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance, resulting in interruptions, delays, or errors.
12. Miscellaneous
These Terms and any policies or operating rules posted by us on the Website constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
13. Contact Us
To resolve a complaint regarding the Website or Services or to receive further information regarding the use of the Website or Services, please contact us at:
- Inverted Software
- [Your Company's Full Address]
- [Your Contact Email, e.g., contact@invertedsoftware.com]
- [Your Contact Phone Number - Optional]