1. Agreement to Terms and Binding Authority
These Terms and Conditions (“Terms”, “Agreement”) constitute a legally binding contractual agreement between Elegensoft (“Company”, “we”, “our”, or “us”) and the corporate entity, institutional partner, or individual user (“Client”, “Licensee”, “you”) accessing our digital platforms, software repositories, API interfaces, software-as-a-service (SaaS) products, and custom engineering services. By accessing, downloading, installing, licensing, or executing agreements for any Elegensoft technology product, you represent and warrant that you possess full legal authority to bind your organization to these Terms.
2. Intellectual Property Rights & Software Ownership
A. Proprietary Technology & Core Frameworks
Unless explicitly conveyed under an executed Master Services Agreement (MSA) with bespoke assignment provisions, all software source code, pre-built components, architectural designs, algorithms, neural network weights, UI/UX assets, documentation, and database schemas remain the exclusive intellectual property of Elegensoft. All rights not expressly granted to the Client are strictly reserved.
B. Commercial Product Licenses
When you purchase or license a proprietary Elegensoft software product (such as our AI Smart Attendance System, ERP modules, or Financial Reconciliation tools), Elegensoft grants you a non-exclusive, non-transferable, revocable, worldwide commercial license to deploy and execute the binary or source distribution solely for your internal business operations, subject to the license tier specified in your purchase order.
C. Prohibited Activities
Licensees and users shall not: (i) reverse engineer, decompile, or disassemble proprietary binary distributions; (ii) resell, sub-license, rent, or lease our software to third parties without prior written commercial partnership authorization; (iii) remove, alter, or obscure any proprietary copyright notices, trademark marks, or digital watermarks; or (iv) utilize our APIs or platforms to construct a directly competing commercial product or benchmarking publication without express consent.
3. Professional Engineering Services & Delivery Milestones
For bespoke software engineering engagements, project scope, technical specifications, acceptance criteria, and delivery timelines are formally documented in Statements of Work (SOWs) executed by both parties. Delivery milestones are subject to iterative quality assurance testing and formal Client sign-off within ten (10) business days of milestone presentation. Failure to reject a deliverable with specific defect documentation within this window constitutes formal milestone acceptance.
4. Fees, Invoicing, and Payment Terms
- Currency and Invoicing: All fees are quoted and payable in United States Dollars (USD) or the contractually agreed local currency. Invoices are issued electronically upon milestone completion or subscription anniversary.
- Payment Schedules: Standard net payment terms are net-15 or net-30 days as detailed in the applicable invoice. Late payments are subject to a statutory interest charge of 1.5% per month or the maximum rate permissible by law.
- Taxes: All quoted prices are exclusive of applicable value-added tax (VAT), sales taxes, withholding taxes, or customs duties imposed by relevant governmental jurisdictions, which remain the sole obligation of the Client.
5. Service Level Agreement (SLA) & Technical Maintenance
Enterprise SaaS solutions and active maintenance contracts are backed by our 99.9% monthly uptime guarantee. Scheduled infrastructure maintenance windows are communicated at least seventy-two (72) hours in advance and executed during off-peak weekend hours. Critical security patches and zero-day mitigations are deployed immediately upon verification under our rapid incident response protocol.
6. Confidentiality and Non-Disclosure
Each party agrees to hold the other party’s proprietary information, technical architecture, business strategies, and customer data in strict confidence. Neither party shall disclose confidential information to any third party without prior written consent, except to employees, contractors, and legal advisors who have a verifiable need-to-know and are bound by confidentiality obligations at least as restrictive as those contained herein.
7. Warranties and Disclaimers
Elegensoft warrants that all bespoke software engineering services will be performed in a professional, workmanlike manner conforming to prevailing industry software engineering standards. EXCEPT AS EXPRESSLY PROVIDED IN A DEDICATED MASTER SERVICES AGREEMENT, ALL SOFTWARE PRODUCTS AND DIGITAL ASSETS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ELEGENSOFT, ITS DIRECTORS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE OUR SOFTWARE PRODUCTS OR SERVICES. ELEGENSOFT’S AGGREGATE LIABILITY UNDER ANY CONTRACT CLAIM, TORT, OR STATUTORY BREACH SHALL BE STRICTLY CAPPED AT THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT TO ELEGENSOFT IN THE SIX (6) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
9. Termination and Suspension
Either party may terminate an active agreement for cause if the other party breaches any material term and fails to remedy such breach within thirty (30) days of receiving written notice. Upon termination, all outstanding unpaid invoices become immediately due, and the Client shall discontinue all use of licensed intellectual property and return or certify destruction of all confidential assets.
10. Governing Law and Dispute Resolution
These Terms shall be governed by, construed, and enforced in accordance with the substantive laws of the agreed corporate jurisdiction specified in your contract schedule, without regard to conflict of law principles. Any dispute, controversy, or claim arising out of this Agreement shall first be submitted to good-faith executive mediation. In the event mediation fails within forty-five (45) days, the dispute shall be resolved through binding international commercial arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC).