Terms of Service

Welcome to LuaSoft. These Terms of Service ("Terms") govern your use of LuaSoft's services, including our website, custom application development, website development, hosting services, content management, and notification services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

• "LuaSoft," "we," "us," or "our" refers to LuaSoft, its subsidiaries, affiliates, directors, officers, employees, agents, and contractors.
• "Client," "you," or "your" refers to the individual or entity that purchases, accesses, or uses our Services.
• "Content" refers to any text, images, graphics, videos, software, code, data, or other materials that you provide to us or that we create for you as part of the Services.
• "Deliverables" refers to the final products, applications, websites, or other materials we provide to you as a result of our Services.

3.1 Services Description

LuaSoft provides custom application development, website design and development, hosting services, content management, and notification services. The specific details, scope, timeline, and costs of Services will be outlined in a separate agreement or statement of work agreed upon by both parties.

3.2 Service Modifications

LuaSoft reserves the right to modify, suspend, or discontinue any part of the Services at any time with reasonable notice to you. We may also impose limits on certain features or restrict access to parts or all of the Services without notice or liability.

4.1 Cooperation and Materials

You agree to:

• Provide necessary information, materials, and approvals in a timely manner
• Designate a primary contact person with authority to make decisions
• Review and provide feedback on deliverables within agreed-upon timeframes
• Comply with all applicable laws and regulations
• Provide accurate and complete information for the Services

4.2 Access and Security

You are responsible for maintaining the confidentiality of any account credentials provided to you and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account or any other security breach.

5.1 Fees and Invoicing

You agree to pay all fees specified in the applicable statement of work or agreement. Unless otherwise specified:

• Invoices are due upon receipt
• Recurring services will be billed in advance
• Project-based services may require deposits or milestone payments

5.2 Late Payments

Payments not received by the due date may be subject to late fees. LuaSoft reserves the right to suspend or terminate Services if payments are not received within 15 days of the due date.

5.3 Taxes

All fees are exclusive of applicable taxes, which you are responsible for paying.

6.1 Client Content

You retain all ownership rights to your Content. You grant LuaSoft a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display your Content solely for the purpose of providing the Services.

6.2 LuaSoft Materials

LuaSoft retains all ownership rights to any tools, templates, systems, or methodologies used in providing the Services. Upon full payment, LuaSoft grants you a non-exclusive, non-transferable license to use the Deliverables for your internal business purposes.

6.3 Custom Development

Unless otherwise agreed in writing:

• For custom applications and websites, upon full payment, you own the custom code developed specifically for your project
• LuaSoft retains ownership of pre-existing code, frameworks, or tools used in the development process
• LuaSoft may use general concepts, programming techniques, or other non-project-specific knowledge gained during your project for other clients

7.1 Data Storage and Security

LuaSoft will implement reasonable security measures to protect your data. However, no method of transmission or storage is 100% secure, and we cannot guarantee absolute security.

7.2 Data Backup

You are responsible for maintaining your own backups of your data. While LuaSoft may perform regular backups as part of our hosting services, we are not liable for any data loss.

7.3 Service Availability

LuaSoft will make reasonable efforts to ensure service availability, but we do not guarantee uninterrupted or error-free service. Scheduled maintenance will be communicated in advance whenever possible.

8.1 Confidential Information

Each party agrees to maintain the confidentiality of any proprietary or confidential information shared during the course of providing the Services. This includes business strategies, technical information, customer data, and project details.

8.2 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed by the receiving party without use of confidential information
• Is required to be disclosed by law or court order

9.1 Service Warranty

LuaSoft warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. This warranty is valid for 30 days from the delivery date.

9.2 Remedy

Your exclusive remedy for any breach of warranty is, at our option:

• Re-performance of the Services
• Refund of the fees paid for the non-conforming Services

9.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

LUASOFT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. LUASOFT DOES NOT GUARANTEE SPECIFIC RESULTS FROM THE USE OF THE SERVICES.

10.1 Limitation of Damages

IN NO EVENT WILL LUASOFT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

LUASOFT'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

11.1 Client Indemnification

You agree to indemnify, defend, and hold harmless LuaSoft from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your Content
• Your violation of these Terms
• Your violation of any third-party rights
• Your use of the Services in a manner not authorized by these Terms

11.2 LuaSoft Indemnification

LuaSoft agrees to indemnify, defend, and hold you harmless from any third-party claim alleging that the Services as provided by LuaSoft infringe a valid patent, copyright, or trademark. This indemnity does not apply to claims arising from:

• Your Content
• Modifications to the Services not made by LuaSoft
• Combination of the Services with products or services not provided by LuaSoft
• Your continued use of the Services after being notified of potential infringement

12.1 Term

These Terms will remain in effect until terminated in accordance with this section.

12.2 Termination by Client

You may terminate Services at any time with 30 days' written notice, subject to payment of any outstanding fees and early termination fees as specified in your agreement.

12.3 Termination by LuaSoft

LuaSoft may terminate or suspend Services:

• Immediately if you breach any material provision of these Terms
• With 30 days' written notice for any reason
• Immediately if you fail to pay any fees when due
• Immediately if you become insolvent or file for bankruptcy

12.4 Effect of Termination

Upon termination:

• All payments due to LuaSoft become immediately payable
• You must cease using the Services
• LuaSoft will cease providing the Services
• Each party will return or destroy all confidential information of the other party
• Provisions that by their nature should survive termination will survive

13.1 Entire Agreement

These Terms, together with any applicable statement of work or agreement, constitute the entire agreement between you and LuaSoft regarding the Services.

13.2 Governing Law

These Terms will be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of law principles.

13.3 Dispute Resolution

Any disputes arising from these Terms will be resolved through:

• Informal negotiation between the parties (30 days)
• Mediation with a mutually agreed-upon mediator (if negotiation fails)
• Binding arbitration in Maryland (if mediation fails)

13.4 Severability

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

13.5 No Waiver

Failure by either party to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision.

13.6 Assignment

You may not assign or transfer these Terms without LuaSoft's prior written consent. LuaSoft may assign these Terms to any successor to its business.

13.7 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including acts of God, natural disasters, terrorism, riots, or government actions.

13.8 Independent Contractors

The relationship between you and LuaSoft is that of independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship.

13.9 Notices

All notices must be in writing and will be deemed given when delivered personally, sent by confirmed email, or sent by certified mail or courier to the address specified by the recipient.

13.10 Updates to Terms

LuaSoft reserves the right to modify these Terms at any time. Changes will be effective upon posting to our website or direct notification to you. Your continued use of the Services after such changes constitutes your acceptance of the revised Terms.