Terms of Service

1. Acceptance of Terms

By accessing the website at condedigitalsolutions.com (the "Site") or engaging Conde Digital Solutions LLC ("Company," "we," "us," or "our") for consulting services, you ("Client" or "you") agree to be bound by these Terms of Service. If you do not agree to all of these terms, do not use the Site or engage our services.

These Terms of Service, together with any applicable Statement of Work (SOW) or Service Agreement, constitute the entire agreement between you and the Company regarding the subject matter herein.

2. Scope of Services

Conde Digital Solutions LLC is a veteran-owned small business providing professional consulting services including, but not limited to:

• Software architecture and custom application development
• Frontend and full-stack engineering
• Digital transformation and system modernization strategy
• Technology implementation and optimization
• Government technology solutions and federal compliance consulting

The specific scope, deliverables, timelines, and fees for any engagement will be detailed in a separate, written Statement of Work (SOW) or Service Agreement executed by both parties. In the event of a conflict between these Terms and an executed SOW, the SOW shall govern for that specific engagement.

3. Client Responsibilities

To enable successful project delivery, Clients agree to:

• Provide timely access to necessary information, systems, and personnel
• Designate an authorized representative with decision-making authority
• Review and provide feedback on deliverables within agreed timeframes
• Ensure accuracy of information and materials provided to us
• Comply with all applicable laws regarding the use of deliverables

Delays caused by Client's failure to fulfill these responsibilities may result in adjusted timelines and additional fees.

4. Intellectual Property

Unless otherwise specified in an executed SOW or Service Agreement:

• Client Materials: The Client retains all rights to their pre-existing data, content, and proprietary information provided to us during the engagement.
• Deliverables: Upon full and final payment for services, all custom-developed software, code, and work products specifically created for the Client ("Deliverables") shall become the exclusive property of the Client.
• Company Materials: We retain all rights to our pre-existing tools, methodologies, frameworks, and general know-how ("Company Materials"). Where Company Materials are incorporated into Deliverables, Client receives a perpetual, non-exclusive license to use such materials as part of the Deliverables.

5. Confidentiality

Each party agrees to hold in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information").

Confidential Information shall not be disclosed to any third party without express written consent, except:

• To employees or contractors with a need to know, bound by confidentiality obligations
• As required by law, regulation, or court order
• Information that becomes publicly available through no fault of the receiving party

Confidentiality obligations shall survive termination of any engagement for a period of three (3) years.

6. Payment Terms

Payment schedules, rates, and terms will be defined in each SOW or Service Agreement. Unless otherwise specified:

• Invoices are due within thirty (30) days of the invoice date
• Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less
• We reserve the right to suspend services if payment is more than thirty (30) days overdue
• Client is responsible for all taxes, except for taxes on Company's net income

7. Term and Termination

The term of each engagement shall be as specified in the applicable SOW or Service Agreement. Either party may terminate an engagement:

• For Convenience: With thirty (30) days written notice to the other party
• For Cause: Immediately upon written notice if the other party materially breaches these Terms or the SOW and fails to cure such breach within fifteen (15) days of receiving written notice

Upon termination:

• Client shall pay for all services performed and expenses incurred through the termination date
• Each party shall return or destroy the other party's Confidential Information
• Provisions regarding Intellectual Property, Confidentiality, Limitation of Liability, and Indemnification shall survive termination

8. Warranties and Disclaimers

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

The Site and its content are provided "as is" without warranty of any kind. We do not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Our total liability arising out of or related to any engagement shall not exceed the total fees paid by Client for the specific services from which the claim arises during the twelve (12) months preceding the claim.
• IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification

Client agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Client's breach of these Terms or any applicable SOW
• Client's use of Deliverables in violation of applicable law
• Any claim that Client Materials infringe third-party intellectual property rights

11. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, government actions, labor disputes, internet or telecommunications failures, or cyberattacks. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or our services shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, either party may initiate legal proceedings in the state or federal courts located in Texas, and both parties consent to the exclusive jurisdiction and venue of such courts.

The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs.

13. General Provisions

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force. Failure to enforce any provision shall not constitute a waiver. Client may not assign these Terms without our prior written consent. We reserve the right to modify these Terms at any time; material changes will be posted with an updated Effective Date.

14. Contact Information

For questions about these Terms or to discuss service agreements, please contact us: