These Terms of Use govern the provision of Cuevasoft software development and related professional services. They define how we engage, what you can expect, and where responsibilities rest.
Cuevasoft provides software design, engineering, quality assurance, and related advisory services (“Services”) under a professional services model. Each engagement is governed by these Terms of Use and any mutually executed statements of work, proposals, or order forms (“SOWs”). If a conflict exists, the SOW controls, followed by these Terms, and then any ancillary documentation.
Cuevasoft’s Services are limited to software product research, design, development, integration, testing, deployment support, and related technical advisory. We do not:
Clients represent and warrant that they will:
Unless otherwise specified in an SOW, all client-provided materials remain the client’s property. Upon full payment of fees and expenses, Cuevasoft assigns to the client all rights, title, and interest in custom software, documentation, and deliverables produced specifically for the client, excluding any pre-existing IP, accelerators, libraries, frameworks, or tools developed or owned by Cuevasoft (“Cuevasoft IP”). Cuevasoft retains exclusive ownership of Cuevasoft IP and grants the client a non-exclusive, non-transferable license to use Cuevasoft IP solely as embedded in the deliverables.
Fees, billing milestones, expense policies, and payment terms are detailed in the applicable SOW. Unless stated otherwise, invoices are due within fifteen (15) days of receipt. Late payments may accrue interest at the lesser of 1.5% per month or the maximum allowed by law. Cuevasoft may suspend Services for accounts more than fifteen (15) days past due.
Each party agrees to keep confidential all non-public information disclosed in connection with the Services. Confidential information shall be used solely for performance of obligations under the SOW and these Terms, protected with reasonable care, and disclosed only to personnel or subcontractors with a legitimate need to know and subject to confidentiality obligations no less protective than those herein.
Cuevasoft represents that it will perform the Services in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” CUEVASOFT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CLIENT ACKNOWLEDGES THAT CUEVASOFT DOES NOT GUARANTEE LEGAL COMPLIANCE, BUSINESS VIABILITY, MARKET ACCEPTANCE, OR REVENUE OUTCOMES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUEVASOFT’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE SOW DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL CUEVASOFT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Cuevasoft acts solely as an independent contractor. These Terms do not create a partnership, joint venture, fiduciary duty, or employment relationship between Cuevasoft and the client. Neither party has authority to bind the other except as expressly set forth in the SOW.
Client acknowledges that Cuevasoft does not evaluate market entry requirements, licensing obligations, gambling or gaming approvals, financial regulatory compliance, or any jurisdiction-specific legality for the client’s products or services. The client is solely responsible for securing all approvals, licenses, and permissions required to conduct its business and to deploy or operate the deliverables in any territory. Cuevasoft shall have no liability for the client’s failure to obtain such approvals or for any enforcement actions, penalties, or damages arising from the client’s business operations.
Each SOW commences on its effective date and continues until completion or termination. Either party may terminate an SOW for material breach not cured within ten (10) days of written notice, or for insolvency or cessation of business by the other party. Cuevasoft may suspend Services immediately for non-payment or if continued work would expose Cuevasoft to legal or reputational risk. Upon termination, the client shall pay for Services rendered and expenses incurred through the effective termination date.
These Terms and any disputes arising out of or relating to the Services shall be governed by the laws of the jurisdiction specified in the applicable SOW, without regard to conflict-of-law rules. The parties agree to attempt in good faith to resolve disputes through executive-level negotiations. If unresolved, disputes shall be submitted to binding arbitration or litigation as designated in the SOW. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.
Neither party may assign its rights or obligations under these Terms or any SOW without the other party’s prior written consent, except that Cuevasoft may assign to an affiliate or successor in interest. Notices must be in writing and delivered by hand, courier, or email with confirmation of receipt. If any provision is held unenforceable, it shall be deemed modified to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force. These Terms, together with any SOWs, constitute the entire agreement between the parties regarding the Services and supersede prior proposals or representations relating thereto.
Cuevasoft may update these Terms from time to time. Material changes will be communicated via email or through our client portals. Continued engagement following notice of updated Terms constitutes acceptance of the revised Terms.
To discuss these Terms or request modifications in an SOW, contact your Cuevasoft engagement lead or email [email protected].
