Terms of Service

1. Agreement to Terms

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and BlueLake Software LLC ("we," "us," or "our"), concerning your access to and use of our website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site").

You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Service. If you do not agree with all of these Terms of Service, then you are expressly prohibited from using the Site and you must discontinue use immediately.

2. Services

BlueLake Software LLC provides custom web and full stack development, mobile application development, cloud solutions, and consulting services. These services are available to clients subject to a separate service agreement which will detail specific terms, project scope, deliverables, timeline, and payment terms.

By engaging our services, you acknowledge that:

• The details of any project will be governed by a separate agreement;
• We will use commercially reasonable efforts to deliver services in accordance with any agreed-upon specifications and timeframes;
• Your timely provision of information, materials, and feedback is essential to our delivery timeline;
• Changes to project requirements may affect the timeline and costs associated with the project.

3. Intellectual Property Rights

Our Content

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights.

The Content and the Marks are provided on the Site "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Service, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Client Content

For client projects, ownership of deliverables and intellectual property rights will be specified in the service agreement. Generally, upon final payment, clients receive ownership of custom code and deliverables created specifically for their project, while we retain ownership of pre-existing code, frameworks, and development tools.

4. User Representations

By using the Site or our services, you represent and warrant that:

• All information you provide to us is true, accurate, current, and complete;
• You have the legal capacity and you agree to comply with these Terms of Service;
• You will not access the Site through automated or non-human means;
• You will not use the Site for any illegal or unauthorized purpose;
• Your use of the Site will not violate any applicable law or regulation.

5. Prohibited Activities

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

• Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
• Circumvent, disable, or otherwise interfere with security-related features of the Site;
• Use any information obtained from the Site in order to harass, abuse, or harm another person;
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming, that interferes with any party's uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

6. Payment Terms

For our services, payment terms will be outlined in the specific service agreement for each project. Generally, we require:

• An initial deposit before project commencement;
• Milestone payments for larger projects;
• Final payment before the transfer of deliverables or release of source code;
• Payment of invoices within the specified timeframe (typically 15-30 days).

Late payments may result in work suspension and/or late fees as specified in the service agreement.

7. Limitation of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES DURING THE PERIOD OF 6 MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.

8. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your use of the Site or services; (2) breach of these Terms of Service; (3) any breach of your representations and warranties set forth in these Terms of Service; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site.

9. Term and Termination

These Terms of Service shall remain in full force and effect while you use the Site. Without limiting any other provision of these Terms of Service, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms of Service or of any applicable law or regulation.

For project-specific service agreements, termination terms will be specified in that agreement.

10. Governing Law

These Terms of Service and your use of the Site are governed by and construed in accordance with the laws of the State of Michigan applicable to agreements made and to be entirely performed within the State of Michigan, without regard to its conflict of law principles.

11. Dispute Resolution

Any legal action of whatever nature brought by either you or us (collectively, the "Parties" and individually, a "Party") shall be commenced or prosecuted in the state and federal courts located in Michigan, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

12. Contact Us

If you have any questions about these Terms of Service, please contact us at: