Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement 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 https://www.invertedsoftware.com (the "Website") and any related services, including software consulting, development, artificial intelligence, outsourcing, and talent acquisition 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: https://www.invertedsoftware.com and all of its content.
• Services: The software consulting, development, artificial intelligence and machine learning, embedded systems, cloud and DevOps, quality assurance, outsourcing, talent acquisition, and related services provided by Inverted Software.
• Service Agreement: Any separately executed written agreement between you and Inverted Software governing the delivery of Services, including a Master Services Agreement ("MSA"), Statement of Work ("SOW"), Data Processing Agreement ("DPA"), or non-disclosure agreement ("NDA").
• User Content: Any content you submit, post, or transmit via the Website or Services, including information provided through contact forms, email, or support requests.
• Company Content: All content on the Website, including text, graphics, logos, code, and design elements, owned by or licensed to Inverted Software.

3. Use of the 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 and Order of Precedence: The provision of specific Services is governed by a separate Service Agreement between you and Inverted Software. In the event of any conflict between these Terms and a Service Agreement, the order of precedence is: (1) the applicable SOW, (2) the MSA or other master agreement, (3) any DPA or NDA, and (4) these Terms. These Terms govern your use of the Website in all cases.
• Eligibility: You must be at least 18 years old to use the Website and Services. The Website and Services are directed to businesses and are not intended for children.
• No Professional Advice: Content published on the Website, including articles, technical write-ups, code samples, and reference architectures, is provided for general informational purposes. It does not constitute legal, financial, security, regulatory, or professional engineering advice, and it does not create a consulting relationship. Do not rely on it as a substitute for an engagement under a Service Agreement.

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.
• Conduct penetration testing, vulnerability scanning, load testing, or any other security assessment of the Website or our infrastructure without our express prior written authorization.
• Transmit viruses, worms, or any code of a destructive nature.
• Interfere with or disrupt the Website or the servers and networks connected to it.
• Scrape, crawl, harvest, or use automated means to extract Company Content or contact information, except by a search engine operating in accordance with our robots.txt.
• Use Company Content to train, fine-tune, evaluate, or ground any machine learning model or artificial intelligence system without our express prior written consent.
• Reverse engineer, decompile, or disassemble any software, tool, or demonstration made available through the Website, except to the extent that restriction is prohibited by applicable law.
• Misrepresent your identity, your authority to act for an entity, or any affiliation with Inverted Software or its clients.
• Submit personal data, confidential information, protected health information, cardholder data, or government-classified information belonging to a third party without the legal right and authority to do so.
• Send unsolicited commercial email, recruiting solicitations, or bulk messages to us or to our personnel.

You are responsible for any User Content you provide and for maintaining the confidentiality of any account or access credentials associated with our Services.

5. Submissions and Confidentiality of Inquiries

• Our Use of Your Inquiry: You grant us a non-exclusive, royalty-free license to use, reproduce, and store User Content solely to respond to your inquiry, to evaluate and scope a potential engagement, to deliver and support the Services, and to meet our legal obligations. We do not publish, distribute, or use your project information for marketing without your express written permission.
• Confidential Treatment: We treat non-public business and technical information you provide through the Website as confidential and disclose it only to personnel and subcontractors who need it to respond to you, under obligations of confidentiality at least as protective as those in this section.
• Sensitive Material: The Website contact form is not a secure channel. Do not submit credentials, source code, personal data, regulated data, or trade secrets through it. Contact us to execute an NDA and to arrange a secure transfer method before sending sensitive material.
• Unsolicited Ideas: We do not accept unsolicited product ideas, business proposals, or invention disclosures. If you send them anyway, you agree we are under no obligation of confidentiality or compensation with respect to that material, and you acknowledge we may already be developing something similar.
• Feedback: If you send us suggestions or feedback about the Website or the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it without restriction or compensation. This applies only to feedback about our own offerings, not to your project information.

6. 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: Ownership of software, code, designs, documentation, and other deliverables created specifically for a client is governed by the applicable Service Agreement. Absent a written agreement to the contrary, and conditioned on payment in full of all amounts due, we assign to the client all right, title, and interest in the custom deliverables produced for that client under the applicable SOW.
• Retained Materials: We retain all right, title, and interest in our pre-existing materials, internal tools, libraries, frameworks, templates, methodologies, know-how, and general skills and experience, including any of the foregoing developed or improved during an engagement and not specific to the client. To the extent retained materials are embedded in a deliverable, we grant the client a perpetual, worldwide, non-exclusive, royalty-free license to use, modify, and distribute them as part of that deliverable.
• Third-Party and Open-Source Components: Deliverables may incorporate third-party or open-source components, which are licensed under their own terms rather than assigned. Material components and their licenses are identified in the applicable SOW or in accompanying documentation.
• No Transfer via the Website: Nothing on the Website, and no communication through it, transfers or licenses any intellectual property. Rights transfer only under an executed Service Agreement.

7. Artificial Intelligence and Machine Learning Services

• No Training on Your Data: We do not use client data, client source code, or content submitted through the Website to train, fine-tune, or otherwise improve any machine learning model, except with the client's express written authorization in a Service Agreement.
• Third-Party Model Providers: AI Services may route data to third-party model providers, hosting platforms, or vector and search infrastructure. The providers used for an engagement are identified in the applicable SOW. Where a provider offers a zero-retention or no-training configuration, we contract for it by default and confirm the setting in writing on request.
• Nature of AI Output: Artificial intelligence systems are probabilistic. Output may be inaccurate, incomplete, biased, outdated, or unsuitable for a given purpose, and identical inputs may produce different results. Output is not a substitute for human review or professional judgment. You are responsible for reviewing, validating, and approving AI output before relying on it, and for implementing appropriate human oversight in any production deployment.
• Regulated and High-Risk Use: You are responsible for determining whether your use case is subject to sector-specific or AI-specific regulation, and for any resulting obligations regarding disclosure, human review, impact assessment, record-keeping, or non-discrimination. We will support compliance requirements agreed in writing in a SOW, but we do not act as your compliance authority.
• Your Data and Legal Basis: You represent that you have the rights, consents, and lawful basis necessary for us to process any data you supply for an AI engagement, and that the data does not infringe third-party rights.
• Rights in Output: Rights in AI-generated output are governed by the applicable SOW and by the terms of the model provider used. The legal status of AI-generated material is unsettled in some jurisdictions, and we make no representation that any particular output is protectable or free of third-party claims.
• Website Visitors: We do not use content submitted by Website visitors to train models.

8. Service Delivery, Personnel, and Subcontractors

• Personnel: We may perform Services through our employees, independent contractors, and subcontractors, including personnel located outside the United States. We remain responsible for their performance and bind them to confidentiality and intellectual property obligations at least as protective as those we owe you.
• Locations: The jurisdictions in which assigned personnel are located, and in which client data is processed or stored, are disclosed in the applicable SOW or on written request. Where an engagement requires personnel or data to remain within a specified jurisdiction, that restriction must be stated in the SOW.
• Independent Contractor: We provide Services as an independent contractor. Nothing in these Terms or any Service Agreement creates a partnership, joint venture, employment, or agency relationship. For talent acquisition Services, candidates we present are not our employees or yours unless a separate written agreement states otherwise.
• Non-Solicitation: During an engagement and for twelve (12) months after its completion, you agree not to directly solicit for employment or engagement any of our personnel who performed Services for you, except through a general advertisement not targeted at them. This does not restrict candidates presented to you under a talent acquisition SOW, which is governed by that SOW.

9. Export Control and Sanctions

You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive United States sanctions, and that you are not identified on any restricted or denied party list maintained by the United States government or by any other applicable authority. You agree not to use, export, re-export, or transfer the Services, deliverables, or any related technical data in violation of applicable export control, sanctions, or anti-corruption laws, and to notify us before an engagement if any deliverable, technology, or data involved is subject to export licensing or controlled technical data restrictions.

10. Disclaimers

THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THE WEBSITE 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 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, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY 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.

WARRANTIES APPLICABLE TO THE SERVICES ARE SET FORTH EXCLUSIVELY IN THE APPLICABLE SERVICE AGREEMENT. THIS SECTION DOES NOT DISCLAIM ANY WARRANTY EXPRESSLY GIVEN IN A SIGNED SERVICE AGREEMENT.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING FROM YOUR USE OF THE WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THE WEBSITE, FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO US, IF ANY, DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

WHERE SERVICES ARE PROVIDED UNDER A SERVICE AGREEMENT, THE LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES SET FORTH IN THAT SERVICE AGREEMENT GOVERN CLAIMS ARISING FROM THOSE SERVICES AND SUPERSEDE THIS SECTION AS TO THOSE CLAIMS.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THOSE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

12. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, directors, 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; (2) your 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 intellectual property rights and privacy rights; (5) your submission of data you did not have the right to provide; or (6) any overt harmful act toward any other user of the Website with whom you connected via the Website.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of those claims. You will not settle any matter affecting us without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

13. Term and Termination

These Terms remain in full force and effect while you use the Website. 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 (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR ANY 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 REMOVE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

Termination of your access to the Website does not terminate any Service Agreement in effect between you and Inverted Software. Termination of Services is governed exclusively by the applicable Service Agreement.

14. Governing Law and Dispute Resolution

These Terms and your use of the Website are governed by and construed in accordance with the laws of the State of Nevada, United States, applicable to agreements made and to be entirely performed within the State of Nevada, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal Resolution. Before filing a claim, you agree to attempt to resolve the dispute informally by sending written notice of the dispute to the address in Section 21. The parties will attempt in good faith to resolve the matter within thirty (30) days of that notice.

Venue. Any legal action or proceeding arising under these Terms that is not resolved informally will be brought exclusively in the state or federal courts located in Clark County, Nevada, and the parties irrevocably consent to personal jurisdiction and venue in those courts.

Precedence. If a Service Agreement between the parties contains a dispute resolution, arbitration, or venue provision, that provision governs disputes arising under that Service Agreement.

15. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Website or these Terms at any time and at our sole discretion. We will indicate any changes by updating the "Last Updated" date of these Terms, and your continued use of the Website after that date constitutes acceptance of the revised Terms. It is your responsibility to periodically review these Terms.

No modification to these Terms alters, amends, or supersedes the terms of any Service Agreement executed before the modification.

We cannot guarantee the Website 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. Availability commitments for the Services, if any, are set forth exclusively in the applicable Service Agreement.

16. Force Majeure

Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labor dispute, government action, embargo, failure of public utilities or telecommunications, widespread internet or cloud infrastructure outage, or third-party service provider failure. The affected party will notify the other promptly and will use reasonable efforts to resume performance.

17. Assignment

You may not assign or transfer these Terms, or any rights or obligations under them, without our prior written consent. Any attempted assignment in violation of this section is void. We may assign these Terms without restriction to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. These Terms bind and benefit the parties and their permitted successors and assigns.

18. Notices

Legal notices to us must be in writing and sent to the postal address in Section 21, with a copy by email to contact@invertedsoftware.com. Notice is effective upon documented delivery. We may provide notice to you by email to any address you have supplied, or by posting to the Website. You consent to receive communications from us electronically, and you agree that electronic communications satisfy any legal requirement that a communication be in writing.

19. Survival

Sections 5 (Submissions and Confidentiality of Inquiries), 6 (Intellectual Property Rights), 8 (Non-Solicitation only), 9 (Export Control and Sanctions), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 14 (Governing Law and Dispute Resolution), 18 (Notices), and 20 (Miscellaneous) survive any termination or expiration of these Terms.

20. Miscellaneous

These Terms, together with any policies posted by us on the Website, constitute the entire agreement between you and us regarding your use of the Website, and supersede all prior understandings on that subject. This section does not supersede, merge, or limit any Service Agreement. A Service Agreement constitutes the entire agreement between the parties as to the Services it covers and controls in the event of any conflict with these Terms, in the order of precedence set out in Section 3.

Our failure to exercise or enforce any right or provision of these Terms does not operate as a waiver of that right or provision, and no waiver is effective unless in writing and signed by an authorized representative. If any provision or part of a provision is determined to be unlawful, void, or unenforceable, that provision or part is deemed severable and does not affect the validity and enforceability of the remaining provisions. These Terms do not create any third-party beneficiary rights. Section headings are for convenience only and do not affect interpretation. These Terms do not create a partnership, joint venture, employment, or agency relationship between the parties.

21. Contact Us

To resolve a complaint regarding the Website or Services, to send a legal notice, or to receive further information regarding the use of the Website or Services, please contact us at:

• Inverted Software
• 1100 Caraway Ln., Las Vegas, NV 89144, United States
• contact@invertedsoftware.com
• +1 (818) 262-8552

For privacy requests and data protection inquiries, see our Privacy Policy.