These Terms of Service ("Terms") govern your use of services provided by Ezumyn Corp ("Ezumyn," "we," "our," or "us"), including our website, consulting services, custom software development, and automation solutions.
By engaging our services or using our website, you agree to these Terms. If you do not agree, do not use our services.
1. Services Description
What We Provide
Ezumyn Corp provides:
- Custom software development: Automation tools, workflows, integrations, APIs, and internal systems
- Consulting services: Technical guidance, architecture design, workflow analysis
- Implementation support: Deployment, training, documentation, maintenance
- Ongoing support: Technical support, bug fixes, updates (as specified in project agreements)
What We Don't Provide
- Off-the-shelf software products or SaaS platforms
- 24/7 emergency support (unless specifically contracted)
- Hosting or infrastructure management (unless explicitly included in project scope)
- Generic or template-based solutions
2. Project Agreements
Engagement Process
- Discovery: Initial consultation to understand requirements
- Proposal: Written proposal with scope, timeline, deliverables, and pricing
- Agreement: Formal contract or statement of work
- Execution: Development, testing, and delivery per agreed timeline
Project-Specific Terms
Individual projects are governed by signed agreements that include:
- Detailed scope of work and deliverables
- Timeline and milestones
- Payment terms and pricing
- Intellectual property ownership
- Support and maintenance terms
- Confidentiality and data handling requirements
Project agreements supplement and may override portions of these general Terms where specific project requirements differ.
3. Client Responsibilities
Clients are responsible for:
- Accurate information: Providing complete and accurate requirements, data, and access
- Timely feedback: Responding to questions and reviewing deliverables within agreed timeframes
- Access: Providing necessary system access, credentials, documentation, and test environments
- Decision-making: Designating authorized representatives for approvals and decisions
- Data backup: Maintaining independent backups of critical data
- Compliance: Ensuring your use of delivered solutions complies with applicable laws and regulations
Client Delays
Timeline delays caused by client actions (late feedback, unavailable resources, scope changes) may result in adjusted delivery dates and additional charges for extended engagement.
4. Payment Terms
Pricing and Invoicing
- Projects typically structured as fixed-price or phased milestones
- Invoices issued per payment schedule in project agreement
- Payment due within 30 days unless otherwise specified
- Accepted payment methods: ACH transfer, wire, check
Late Payment
- Late fees: 1.5% per month on overdue balances (or maximum allowed by law)
- Work may be suspended if payment is more than 15 days overdue
- Client responsible for collection costs if account sent to collections
Expenses
Project pricing excludes third-party services (hosting, APIs, licenses) unless specified. Client typically pays these directly or reimburses documented expenses.
5. Intellectual Property
Custom Development Work
For custom software projects:
- Client ownership: Upon full payment, client owns custom code and deliverables created specifically for their project
- Pre-existing materials: Ezumyn retains ownership of pre-existing code, libraries, frameworks, and methodologies
- Reusable components: Ezumyn retains rights to general-purpose utilities and non-client-specific code for use in future projects
- Third-party components: Open-source and third-party code subject to their respective licenses
License Grants
- Client receives perpetual license to use, modify, and deploy delivered custom code
- Ezumyn retains right to showcase non-confidential aspects of work (with client approval)
- Specific IP terms documented in project agreements
Ezumyn Property
Our website, branding, methodologies, documentation templates, and internal tools remain our exclusive property.
6. Confidentiality
We protect client confidential information:
- Non-disclosure of client business information, data, and proprietary systems
- Secure handling of credentials, access keys, and sensitive data
- Formal NDAs available upon request
- Team members bound by confidentiality obligations
Exceptions: Information that is public knowledge, independently developed, or required to be disclosed by law.
7. Warranties and Disclaimers
Our Warranties
We warrant that:
- Services will be performed in a professional manner consistent with industry standards
- Custom software will substantially conform to documented specifications
- We have the right to provide the services and grant licenses as described
- We will not knowingly introduce malicious code
Warranty Period
Defects in delivered software will be corrected at no charge for 90 days post-delivery (or as specified in project agreement). This covers bugs, not changes to requirements or new features.
Disclaimers
Except as expressly stated above, services are provided "as is" without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
We do not warrant that:
- Software will be error-free or operate without interruption
- Software will meet requirements not specified in project agreement
- All bugs or issues will be discovered during testing
- Third-party services integrated into solutions will continue to function as currently designed
8. Limitation of Liability
To the maximum extent permitted by law:
- Our total liability for any claim arising from services will not exceed the amount paid by client in the 12 months preceding the claim
- We are not liable for indirect, incidental, consequential, special, or punitive damages including lost profits, lost data, or business interruption
- We are not liable for issues caused by client's misuse, third-party services, or factors outside our reasonable control
Exceptions
Liability limitations do not apply to:
- Gross negligence or willful misconduct
- Violations of confidentiality obligations
- Claims that cannot be limited under applicable law
9. Indemnification
Each party agrees to indemnify the other for claims arising from:
- Breach of these Terms or project agreements
- Violation of laws or third-party rights
- Negligent or wrongful acts
Client specifically indemnifies Ezumyn for claims arising from client's use of delivered software in violation of laws, regulations, or third-party rights.
10. Termination
Project Termination
Either party may terminate a project with written notice:
- For convenience: 30 days written notice; client pays for work completed
- For cause: Immediate termination if other party materially breaches terms and fails to cure within 15 days of notice
Effects of Termination
- Client pays for all work completed to date
- Ezumyn delivers work-in-progress in current state
- Licenses granted for work not fully paid are revoked
- Confidentiality obligations survive termination
11. Force Majeure
Neither party is liable for delays or failures due to circumstances beyond reasonable control including natural disasters, war, terrorism, labor disputes, government actions, pandemics, or infrastructure failures.
12. Changes to Terms
We may update these Terms to reflect changes in our practices or legal requirements. Material changes will be posted on our website with updated "Last updated" date. Continued use of services after changes constitutes acceptance.
Existing projects continue under terms agreed at project start unless parties agree otherwise.
13. Dispute Resolution
Governing Law
These Terms are governed by the laws of the State of Florida, USA, without regard to conflict of law principles.
Resolution Process
- Negotiation: Parties will attempt to resolve disputes through good-faith negotiation
- Mediation: If negotiation fails, parties may agree to non-binding mediation
- Litigation: Disputes will be resolved in state or federal courts in Florida
Legal Fees
In any legal action, prevailing party may recover reasonable attorney fees and costs.
14. General Provisions
Entire Agreement
Project agreements together with these Terms constitute the entire agreement between parties and supersede all prior discussions and agreements.
Assignment
Neither party may assign rights or obligations without written consent, except Ezumyn may assign to successor entity in merger or acquisition.
Severability
If any provision is found unenforceable, remaining provisions remain in effect.
Waiver
Failure to enforce any right does not waive that right or others.
15. Contact
Questions about these Terms: