These Terms of Service ("Terms") govern your access to and use of the website, services, and products provided by NM LAKE MARY LLC, a Florida limited liability company ("Company," "we," "our," or "us"), including our website at nmlakemary.buzz (the "Site") and the IT consulting, system integration, cloud solutions, and related services we provide (collectively, the "Services").
By accessing our Site or engaging our Services, you agree to be bound by these Terms. If you do not agree, do not use our Site or Services.
1. Definitions
- "Client" or "you" means the individual or entity engaging our Services
- "Services" means IT consulting, computer systems design, system integration, cloud solutions, and any related deliverables
- "Statement of Work" or "SOW" means a written agreement describing the specific Services to be provided for a particular engagement
- "Deliverables" means the work product, designs, code, documentation, or other output produced as part of the Services
2. Services and Engagement
2.1 Scope of Services
The specific scope, timeline, and deliverables for each engagement will be defined in a separate Statement of Work (SOW) signed by both parties. Each SOW is governed by these Terms unless the SOW expressly states otherwise. In the event of a conflict between these Terms and a SOW, the SOW will control.
2.2 Client Responsibilities
Client agrees to:
- Provide timely access to systems, data, and personnel reasonably required for us to perform the Services
- Designate a point of contact with authority to make decisions regarding the engagement
- Review and respond to our inquiries, deliverables, and requests for approval within agreed timeframes
- Maintain appropriate backups of data and systems before we commence work
2.3 Changes to Scope
Any changes to the scope, timeline, or deliverables described in a SOW must be agreed upon in writing (email accepted) by both parties. Additional work outside the original scope may result in additional fees.
3. Fees and Payment
3.1 Fees
Fees for Services will be specified in the applicable SOW. Fees may be structured as fixed-price, hourly/time-and-materials, retainer, or milestone-based, as agreed between the parties.
3.2 Invoicing and Payment Terms
Unless otherwise stated in the SOW:
- Invoices are issued upon completion of milestones or on a monthly basis for ongoing engagements
- Payment is due within thirty (30) calendar days of the invoice date
- Late payments accrue interest at the rate of 1.5% per month (or the maximum rate permitted by Florida law, whichever is lower)
- Client is responsible for any applicable sales tax, use tax, or similar levies
3.3 Suspension of Services
If payment is not received within fifteen (15) days after the due date, we reserve the right to suspend Services until the outstanding balance is paid in full. Suspension does not relieve Client of payment obligations for Services already performed.
4. Intellectual Property
4.1 Pre-Existing Materials
Each party retains ownership of its pre-existing intellectual property. Any tools, frameworks, methodologies, or know-how that we developed prior to or independently of the engagement remain our exclusive property.
4.2 Deliverables
Upon full payment for the applicable Services, we assign to Client all right, title, and interest in the Deliverables created specifically for Client under the SOW, subject to our right to retain and reuse general knowledge, skills, and experience gained during the engagement, and subject to our continuing rights in any pre-existing materials incorporated into the Deliverables.
4.3 License for Pre-Existing Materials
To the extent any of our pre-existing materials are incorporated into Deliverables provided to Client, we grant Client a perpetual, non-exclusive, non-transferable, royalty-free license to use such materials solely as part of the Deliverables.
5. Confidentiality
Each party agrees to maintain the confidentiality of the other party's confidential information. "Confidential Information" includes, but is not limited to: business plans, trade secrets, technical specifications, customer data, financial information, source code, and security practices. These obligations survive termination of the engagement for a period of three (3) years, or indefinitely for trade secrets.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was independently developed by the receiving party without use of the disclosing party's confidential information; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law or court order (provided the receiving party gives prompt notice to the disclosing party).
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
- In no event shall NM LAKE MARY LLC, its members, officers, employees, or contractors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, data, use, goodwill, or other intangible losses, arising out of or in connection with the Services or these Terms.
- Our total aggregate liability for any claims arising out of or relating to the Services or these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by Client to us in the twelve (12) months preceding the event giving rise to the claim.
- These limitations apply even if we have been advised of the possibility of such damages and notwithstanding the failure of any essential purpose of any limited remedy.
7. Disclaimer of Warranties
THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
We do not warrant that the Services will be uninterrupted, error-free, or completely secure, or that any recommendations or Deliverables will achieve specific business outcomes. Client acknowledges that technology consulting involves inherent uncertainty and that results may vary.
8. Indemnification
Client agrees to indemnify, defend, and hold harmless NM LAKE MARY LLC and its members, officers, employees, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- Client's use of the Services or Deliverables in a manner not contemplated by the SOW
- Client's breach of these Terms or a SOW
- Client's violation of applicable laws or third-party rights
9. Termination
9.1 Termination for Convenience
Either party may terminate a SOW at any time by providing thirty (30) days' written notice to the other party. Client remains obligated to pay for all Services performed through the effective date of termination.
9.2 Termination for Cause
Either party may terminate a SOW immediately upon written notice if the other party materially breaches these Terms or the SOW and fails to cure the breach within fifteen (15) days of receiving written notice describing the breach.
9.3 Effect of Termination
Upon termination: (a) Client shall pay all outstanding fees for Services performed up to the termination date; (b) each party shall return or destroy the other party's confidential information; and (c) provisions that by their nature should survive termination will survive, including provisions relating to payment, intellectual property, confidentiality, limitation of liability, and dispute resolution.
10. Dispute Resolution and Governing Law
10.1 Governing Law
These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.
10.2 Informal Resolution
Before initiating any formal legal proceeding, the parties agree to attempt to resolve any dispute informally. Each party shall designate a representative with settlement authority to meet (in person or via videoconference) and negotiate in good faith for a period of at least thirty (30) days.
10.3 Venue and Jurisdiction
Any legal action arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Seminole County, Florida. Each party irrevocably consents to the personal jurisdiction and venue of such courts.
10.4 Attorney's Fees
In any action to enforce or interpret these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
11. Use of the Site
By using our Site, you agree not to:
- Violate any applicable laws or regulations
- Attempt to gain unauthorized access to our systems or networks
- Interfere with or disrupt the Site or its underlying infrastructure
- Transmit viruses, malware, or other harmful code
- Scrape, data-mine, or otherwise extract data from the Site without our written permission
- Use the Site to send unsolicited communications or spam
We reserve the right to terminate or restrict access to the Site for any violation of these Terms, without prior notice.
12. Third-Party Services
Our Services may involve the use of, integration with, or recommendations regarding third-party products, platforms, or services. We make no representations or warranties regarding third-party services, and we are not responsible for their performance, security, or availability. Client's use of third-party services is governed by the applicable third-party terms.
13. General Provisions
13.1 Entire Agreement
These Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.
13.2 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
13.3 Waiver
No waiver of any term or condition shall be deemed a continuing waiver. Any failure to enforce a provision shall not constitute a waiver of the right to enforce it in the future.
13.4 Assignment
Client may not assign or transfer its rights or obligations under these Terms without our prior written consent. We may assign or transfer these Terms in connection with a merger, acquisition, or sale of assets.
13.5 Force Majeure
Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government orders, pandemic or epidemic events, internet or utility outages, and labor disputes.
13.6 Notices
All notices under these Terms must be in writing and delivered by email or certified mail. Notices to us should be sent to info@nmlakemary.buzz or to our physical address listed below. Notices to Client will be sent to the contact information provided during engagement.
13.7 Relationship of the Parties
NM LAKE MARY LLC is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
14. Contact Information
For questions about these Terms of Service, please contact:
NM LAKE MARY LLC
100 International Parkway, Suite 200
Lake Mary, FL 32746
Phone: (407) 555-0199
Email: info@nmlakemary.buzz