Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Lince Software LLC ("Lince Software," "we," "us," or "our"), a limited liability company registered in the State of Delaware, with its principal address at 1401 Pennsylvania Ave, Ste 105 #3214, Wilmington, DE 19806, United States.
By accessing our website, engaging our services, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not use our website or services.
These Terms apply to general use of our website and services. Individual projects may be governed by separate service agreements, statements of work, or contracts that supplement and, where applicable, take precedence over these Terms.
Description of Services
Lince Software provides professional software development services, including but not limited to:
- SaaS product development: full-cycle design, development, and deployment of multi-tenant software-as-a-service platforms.
- Custom web applications: tailored web-based software solutions built around specific business requirements and workflows.
- Internal tools and portals: custom admin panels, client portals, dashboards, and operational platforms for internal business use.
- Workflow automation: design and implementation of automated business processes, data pipelines, integrations, and system orchestrations.
- MVP design and launch: rapid development of minimum viable products to validate business concepts and enter market.
- Ongoing product iteration: continuous feature development, performance optimization, maintenance, and technical debt reduction for live software products.
The specific scope, deliverables, timeline, and pricing for each project are defined in a separate service agreement or statement of work mutually agreed upon by both parties before work commences.
Client Obligations
By engaging our services, you agree to:
- Provide accurate information: supply complete and accurate project requirements, business context, access credentials, content, and other materials necessary for the performance of our services in a timely manner.
- Timely feedback: review deliverables and provide clear, constructive feedback within the timeframes specified in the service agreement. Delays in feedback may impact project timelines and delivery dates.
- Designate a point of contact: appoint a representative with sufficient authority to make decisions, approve deliverables, and communicate on behalf of your organization.
- Comply with laws: ensure that the intended use of the software we develop complies with all applicable local, state, federal, and international laws and regulations.
- Respect intellectual property: ensure that any content, materials, data, or third-party assets you provide to us for use in the project do not infringe upon the intellectual property rights of any third party.
- Maintain security: safeguard any access credentials, API keys, or sensitive information shared during the course of the project and promptly notify us of any unauthorized access or security concerns.
Project Engagement and Scope
All projects are initiated through a discovery and scoping process. Upon mutual agreement, a service agreement or statement of work will be prepared outlining:
- Project scope and deliverables
- Technical specifications and architecture decisions
- Timeline and milestones
- Pricing and payment schedule
- Acceptance criteria
- Any additional terms specific to the engagement
Changes to the agreed-upon scope ("change requests") must be submitted in writing and are subject to review, re-estimation, and mutual approval before implementation. Change requests may affect project timeline and cost.
Payment Terms
Payment terms are specified in the individual service agreement for each project. The following general terms apply unless otherwise stated:
- Invoicing: invoices are issued according to the schedule defined in the service agreement, typically on a milestone basis or at regular intervals for ongoing engagements.
- Payment due date: payments are due within fifteen (15) days of the invoice date unless otherwise agreed in writing.
- Accepted methods: we accept payment via bank transfer (ACH or wire), credit card, or other methods specified in your service agreement.
- Late payments: overdue payments may accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend work on any project with outstanding overdue payments.
- Taxes: all fees are exclusive of applicable taxes. You are responsible for any sales tax, VAT, or other taxes applicable to the services, except for taxes based on our net income.
- Deposits: certain projects may require a non-refundable deposit before work begins, as specified in the service agreement.
Intellectual Property Rights
Client Ownership
Upon full payment of all fees associated with a project, you will own the rights to the custom software, source code, and deliverables created specifically for you as part of the engagement, except as noted below. Ownership transfer is effective only upon receipt of complete payment.
Lince Software Retained Rights
We retain ownership of:
- Pre-existing materials: any tools, frameworks, libraries, code, methodologies, or intellectual property that existed prior to the engagement or were developed independently outside the scope of your project.
- Reusable components: generic, non-client-specific components, utilities, patterns, and architectural approaches that may be incorporated into your project. We grant you a perpetual, non-exclusive, royalty-free license to use these components within the delivered project.
- Third-party software: any open-source or third-party libraries, frameworks, and tools integrated into the project remain subject to their respective licenses.
Portfolio and Reference Rights
Unless otherwise agreed in writing, we reserve the right to reference the general nature of the work performed (e.g., "SaaS platform for the logistics industry") in our portfolio, marketing materials, and case studies. We will not disclose confidential information, proprietary business logic, or sensitive details without your prior written consent.
Confidentiality
Both parties agree to maintain the confidentiality of any proprietary, sensitive, or non-public information shared during the course of the engagement ("Confidential Information"). Confidential Information includes, but is not limited to:
- Business strategies, plans, and financial information
- Technical specifications, source code, and architecture details
- User data, customer lists, and proprietary datasets
- Trade secrets, processes, and methodologies
- Terms of the service agreement, including pricing
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or legal process, provided that the receiving party gives prompt notice to the disclosing party.
Confidentiality obligations survive the termination of the engagement for a period of three (3) years unless a longer period is specified in the service agreement.
Warranties and Disclaimers
Our Warranties
We warrant that:
- Our services will be performed in a professional and workmanlike manner consistent with industry standards.
- Deliverables will materially conform to the specifications outlined in the agreed-upon service agreement.
- We will use commercially reasonable efforts to deliver projects within the agreed-upon timeline, subject to timely performance of your obligations.
Disclaimers
Except as expressly set forth in these Terms or in a separate service agreement, our services and website are provided "as is" and "as available" without warranties of any kind, either express or implied. To the maximum extent permitted by applicable law, we disclaim all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.
We do not warrant that:
- Our website will be uninterrupted, error-free, or completely secure.
- Software delivered will be entirely free of bugs or defects, though we will address material defects reported during any agreed-upon warranty period.
- Our services will achieve specific business results or outcomes, as these depend on factors beyond our control.
Limitation of Liability
To the maximum extent permitted by applicable law:
- Indirect damages: in no event shall Lince Software be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, arising out of or related to our services, even if we have been advised of the possibility of such damages.
- Aggregate liability: our total aggregate liability arising out of or related to a project or engagement shall not exceed the total fees paid by you to us for the specific project giving rise to the claim during the twelve (12) months preceding the event.
- Third-party services: we are not liable for the actions, failures, or outages of third-party services, hosting providers, APIs, or platforms integrated into or used in connection with the delivered software.
Indemnification
You agree to indemnify, defend, and hold harmless Lince Software, its members, employees, and contractors from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:
- Your use of the delivered software in a manner not contemplated by the service agreement.
- Your violation of these Terms or any applicable law or regulation.
- Any content, data, or materials you provide that infringe upon the intellectual property or other rights of a third party.
- Any claims brought by your end users or customers related to the software, except to the extent such claims arise directly from our gross negligence or willful misconduct.
Termination
Termination for Convenience
Either party may terminate the engagement by providing written notice as specified in the service agreement. If no termination notice period is specified, thirty (30) days' written notice is required.
Termination for Cause
Either party may terminate the engagement immediately upon written notice if the other party:
- Materially breaches these Terms or the service agreement and fails to cure such breach within fifteen (15) days of receiving written notice.
- Becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.
Effect of Termination
Upon termination:
- You will pay for all services rendered and expenses incurred up to the effective date of termination.
- Upon receipt of all outstanding payments, we will deliver any completed or in-progress deliverables and provide reasonable transition assistance.
- Each party will return or destroy the other party's Confidential Information upon request.
- Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination.
Dispute Resolution
In the event of any dispute, claim, or controversy arising out of or relating to these Terms or our services, the parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.
The arbitration shall take place in Wilmington, Delaware, or at another location mutually agreed upon. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any legal proceedings not subject to arbitration shall be brought exclusively in the state or federal courts located in Delaware, and both parties consent to the personal jurisdiction of such courts.
Website Use
In addition to the service-related terms above, the following terms apply to your use of our website:
- You may not use our website for any unlawful purpose or in a way that could damage, disable, or impair the website's functionality.
- You may not attempt to gain unauthorized access to any part of our website, server, or connected systems.
- Content on our website, including text, graphics, logos, and design elements, is our intellectual property and may not be reproduced, distributed, or used without our prior written consent.
- We reserve the right to modify, suspend, or discontinue any aspect of our website at any time without notice.
Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemic, internet or infrastructure outages, cyberattacks, war, terrorism, labor disputes, or supply chain disruptions. The affected party shall promptly notify the other party and make reasonable efforts to mitigate the impact.
Modifications to These Terms
We reserve the right to update or modify these Terms at any time. Material changes will be reflected by updating the "Last updated" date at the top of this page. Your continued use of our website or services after any modifications constitutes acceptance of the updated Terms. For active engagements, changes to Terms will not affect existing service agreements unless mutually agreed upon in writing.
Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
Entire Agreement
These Terms, together with any applicable service agreement, statement of work, and privacy policy, constitute the entire agreement between you and Lince Software with respect to the subject matter herein and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.
Contact Us
If you have any questions about these Terms of Service, please contact us at:
Lince Software LLC
1401 Pennsylvania Ave
Ste 105 #3214
Wilmington, DE 19806
United States
You may also reach us through the contact form on our website or by booking a call through our scheduling page.