Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Contaura LLC ("Contaura," "we," "us," or "our"), a New York limited liability company, governing your use of our website and software development services.

By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use our website or services.

2. Services

2.1 Description of Services

Contaura provides custom software development, web development, mobile application development, UI/UX design, and related digital services. The specific scope, deliverables, timeline, and pricing for each project will be defined in a separate Statement of Work (SOW) or service agreement.

2.2 Project Agreements

For all service engagements, we will provide a detailed proposal or Statement of Work that outlines:

• Project scope and deliverables
• Timeline and milestones
• Pricing and payment terms
• Technical specifications
• Acceptance criteria

Work will commence only upon written approval of the proposal and receipt of any required deposits.

3. Intellectual Property

3.1 Client Materials

You retain all rights to materials, content, data, and intellectual property you provide to us ("Client Materials"). You grant us a limited license to use Client Materials solely for the purpose of providing the agreed-upon services.

3.2 Deliverables

Upon full payment, you will own the custom code, designs, and other deliverables created specifically for your project ("Deliverables"), except for:

• Pre-Existing Materials: Code, tools, libraries, or frameworks we owned prior to the project
• Third-Party Components: Open-source software, licensed libraries, or third-party assets
• General Knowledge: Skills, techniques, and general know-how developed during the project

3.3 Portfolio Rights

Unless otherwise agreed in writing, we reserve the right to display completed work in our portfolio, marketing materials, and case studies. If confidentiality is required, please notify us in advance.

4. Payment Terms

4.1 Fees and Deposits

Project fees will be specified in the applicable proposal or SOW. We typically require:

• A deposit (usually 30-50%) before work begins
• Milestone payments during the project
• Final payment upon delivery

4.2 Payment Methods

We accept payment via bank transfer, credit card, or other methods specified in your invoice. All fees are in U.S. dollars unless otherwise stated.

4.3 Late Payments

Invoices are due within 15 days of receipt unless otherwise specified. Late payments may incur interest at 1.5% per month. We reserve the right to suspend work on accounts with overdue balances.

4.4 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying any sales tax, VAT, or other taxes required by law.

5. Project Process

5.1 Collaboration

Successful projects require collaboration. You agree to:

• Provide timely feedback and approvals
• Supply required content, assets, and information
• Designate a primary point of contact
• Participate in scheduled meetings and reviews

5.2 Change Requests

Changes to project scope, requirements, or specifications after approval may result in additional fees and timeline adjustments. All change requests must be submitted in writing and approved by both parties.

5.3 Delays

We are not responsible for delays caused by:

• Late or incomplete feedback from you
• Delayed provision of required materials
• Scope changes or additional requests
• Third-party dependencies beyond our control

6. Warranties and Disclaimers

6.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to agreed specifications
• We have the right to provide the services offered

6.2 Warranty Period

We provide a 30-day warranty period after delivery during which we will fix bugs or defects in our work at no additional cost. This warranty does not cover:

• Issues caused by modifications made by you or third parties
• Problems with third-party software or services
• Features or functionality not specified in the SOW
• Changes to external APIs or platforms

6.3 Disclaimer

EXCEPT AS EXPRESSLY STATED, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM.
• WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.

8. Indemnification

You agree to indemnify, defend, and hold harmless Contaura LLC, its officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms
• Your use of the Deliverables
• Client Materials that infringe third-party rights
• Your violation of any applicable laws

9. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement. This obligation survives termination of these Terms for a period of three (3) years.

10. Termination

10.1 Termination for Convenience

Either party may terminate a project with 30 days' written notice. Upon termination:

• You will pay for all work completed to date
• We will deliver all completed work and work-in-progress
• Any deposits for unperformed work will be refunded, less reasonable costs incurred

10.2 Termination for Cause

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure the breach within 15 days of written notice.

11. Website Use

11.1 Acceptable Use

When using our website, you agree not to:

• Violate any applicable laws or regulations
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt the website's operation
• Collect user information without consent
• Upload malicious code or content

11.2 Website Availability

We strive to maintain website availability but do not guarantee uninterrupted access. We may modify or discontinue website features without notice.

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles.

12.2 Arbitration

Any disputes arising from these Terms shall be resolved through binding arbitration in New York, NY, in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding.

12.3 Class Action Waiver

You agree to resolve any disputes individually and waive any right to participate in class actions or class-wide arbitration.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any applicable SOW or service agreement, constitute the entire agreement between you and Contaura regarding the subject matter herein.

13.2 Amendments

We may update these Terms from time to time. Continued use of our services after changes constitutes acceptance of the updated Terms.

13.3 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.

13.4 Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

13.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.

14. Contact Information

For questions about these Terms of Service, please contact us:

Contaura LLC
New York, USA
Email: legal@contaura.com
Phone: +1 (347) 201-8958