Terms of Service
Terms and conditions for using Senpai Software services.
Agreement to Terms
By accessing or using the services of SENPAI SOFTWARE, LLC ("Senpai Software," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use our services.
Services
Senpai Software provides custom software development, cloud infrastructure management, AI integration, systems integration, and ongoing maintenance and support services. Specific services, deliverables, timelines, and pricing are defined in individual Statements of Work (SOW) or service agreements.
Client Responsibilities
As a client, you agree to:
- Provide accurate and timely information, requirements, and feedback
- Grant necessary access to systems, accounts, and resources
- Designate a point of contact for project communications
- Review and approve deliverables within agreed timelines
- Make timely payments according to the agreed payment schedule
Payment Terms
Payment terms are specified in the SOW or service agreement. Invoices are typically due within 15 days of receipt. Late payments may incur interest charges of 1.5% per month or the maximum rate permitted by law. We reserve the right to suspend services for non-payment.
Intellectual Property
Client Ownership
Upon full payment, you own all custom code, designs, and deliverables created specifically for your project, excluding pre-existing materials and open-source components.
Senpai Software Ownership
We retain ownership of our tools, frameworks, methodologies, and any pre-existing intellectual property. We may reuse general techniques, concepts, and non-confidential knowledge gained from projects.
Confidentiality
We will protect the confidentiality of your proprietary information and not disclose it to third parties without your consent, except as required by law. Confidential information does not include publicly available information or information independently developed by us.
Warranties and Disclaimers
We warrant that our services will be performed in a professional and workmanlike manner. However, we do not guarantee that our services will be error-free, uninterrupted, or meet all of your requirements. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
Limitation of Liability
To the maximum extent permitted by law, our total liability for any claims arising from our services shall not exceed the fees paid by you in the 12 months preceding the claim. We are not liable for indirect, incidental, consequential, or punitive damages, including lost profits or data.
Termination
Either party may terminate a project or service agreement with written notice as specified in the SOW. Upon termination, you will pay for all work completed and expenses incurred up to the termination date. We will deliver all work-in-progress and provide reasonable assistance with transition.
Indemnification
You agree to indemnify and hold harmless Senpai Software from any claims, damages, or expenses arising from your use of our services, breach of these Terms, or violation of any law or third-party rights.
Governing Law
These Terms are governed by the laws of the State of Florida, USA, without regard to conflict of law principles. Any disputes shall be resolved in the courts of Florida.
Changes to Terms
We may update these Terms from time to time. Changes will be posted on this page with an updated "Last Updated" date. Continued use of our services after changes constitutes acceptance of the new Terms.
Contact Us
If you have questions about these Terms, please contact us:
SENPAI SOFTWARE, LLC