Terms of Service

Agreement to Terms

These Terms of Service constitute a legally binding agreement between you and EXQUISITE INK, LLC, doing business as Fine Ink, concerning your access to and use of our website and services.

By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree to these terms, you must not access or use our services.

Services Description

Fine Ink provides professional computer systems design and integrated solutions, including but not limited to:

• System architecture design and consulting
• Computer integrated systems development and implementation
• Cloud solutions and migration services
• Technical consulting and advisory services
• Security and compliance assessments
• Managed IT services and support

The specific scope, deliverables, and terms of any professional services engagement will be defined in a separate written agreement or statement of work.

Eligibility and Account Registration

To use our services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal capacity to enter into binding contracts
• Provide accurate, current, and complete information when requested
• Maintain and promptly update your information to keep it accurate and current

If you are using our services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these terms.

Use of Services

Permitted Use

You may use our services only for lawful purposes and in accordance with these Terms of Service. You agree to use our services in a manner consistent with all applicable laws and regulations.

Prohibited Activities

You agree not to:

• Use our services for any illegal or unauthorized purpose
• Violate any applicable local, state, national, or international law
• Infringe upon or violate our intellectual property rights or the rights of others
• Transmit any viruses, malware, or other malicious code
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the integrity or performance of our services
• Collect or harvest any personally identifiable information from our services
• Impersonate or misrepresent your affiliation with any person or entity
• Engage in any automated use of the system without our express written permission

Intellectual Property Rights

Our Intellectual Property

All content, features, and functionality on our website and in our services, including but not limited to text, graphics, logos, icons, images, audio clips, software, and the compilation thereof, are the exclusive property of EXQUISITE INK, LLC or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our services for your personal or internal business purposes, subject to these Terms of Service.

Client Intellectual Property

Any intellectual property rights in deliverables created specifically for you under a professional services engagement will be governed by the terms of the applicable written agreement or statement of work.

Professional Services Agreements

Specific professional services engagements will be governed by separate written agreements or statements of work that will include:

• Detailed scope of work and deliverables
• Project timelines and milestones
• Fees, payment terms, and expenses
• Acceptance criteria and procedures
• Confidentiality obligations
• Intellectual property ownership and licensing
• Warranties and limitations of liability

In the event of any conflict between these Terms of Service and a specific professional services agreement, the terms of the professional services agreement will prevail with respect to that engagement.

Fees and Payment

Fees for professional services will be specified in the applicable written agreement or statement of work. Unless otherwise specified:

• All fees are quoted in United States Dollars
• Payment is due within 30 days of invoice date unless otherwise agreed
• Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
• You are responsible for all taxes, duties, and assessments (except taxes based on our net income)
• Fees are non-refundable except as expressly provided in a written agreement

Confidentiality

Both parties acknowledge that they may have access to confidential information of the other party. Each party agrees to:

• Maintain the confidentiality of all confidential information received from the other party
• Use confidential information only for the purposes of the business relationship
• Not disclose confidential information to third parties without prior written consent
• Protect confidential information using at least the same degree of care used to protect its own confidential information

These confidentiality obligations will survive termination of any agreement for a period of three years.

Warranties and Disclaimers

Our Warranties

We warrant that we will perform professional services in a professional and workmanlike manner consistent with industry standards. Specific warranties for professional services engagements will be set forth in the applicable written agreement.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT, OUR SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

We do not warrant that our services will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL EXQUISITE INK, LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES
• OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you.

Indemnification

You agree to indemnify, defend, and hold harmless EXQUISITE INK, LLC, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

• Your access to or use of our services
• Your violation of these Terms of Service
• Your violation of any third-party rights, including intellectual property rights
• Any information or content you provide to us

Term and Termination

These Terms of Service remain in effect while you use our services. We may suspend or terminate your access to our services at any time, with or without cause, with or without notice, effective immediately.

Upon termination:

• Your right to use our services will immediately cease
• You must cease all use of our services and destroy any materials obtained from our services
• Provisions that by their nature should survive termination will survive, including confidentiality obligations, intellectual property provisions, warranty disclaimers, and limitations of liability

Dispute Resolution

Governing Law

These Terms of Service and any dispute arising out of or related to these terms or our services shall be governed by and construed in accordance with the laws of the State of Connecticut, United States, without regard to its conflict of law provisions.

Jurisdiction and Venue

You agree that any legal action or proceeding arising out of or related to these Terms of Service or our services shall be brought exclusively in the federal or state courts located in Connecticut, and you consent to the personal jurisdiction of such courts.

Arbitration

For disputes involving claims of less than $10,000, either party may elect to resolve the dispute through binding arbitration in accordance with the rules of the American Arbitration Association.

Modifications to Terms

We reserve the right to modify these Terms of Service at any time. We will provide notice of material changes by posting the updated terms on our website and updating the Last Updated date.

Your continued use of our services after any such changes constitutes your acceptance of the new Terms of Service. If you do not agree to the modified terms, you must stop using our services.

General Provisions

Entire Agreement

These Terms of Service, together with our Privacy Policy and any written agreements for professional services, constitute the entire agreement between you and EXQUISITE INK, LLC regarding our services.

Severability

If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these terms will otherwise remain in full force and effect.

Waiver

No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign or transfer these Terms of Service or your rights hereunder without our prior written consent. We may assign these terms without restriction.

Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.