Terms of Service

1. Acceptance of these terms

These Terms of Service ("Terms") form a binding agreement between you and Emcee IT Solutions LLC, a Texas limited liability company ("Emcee", "we", "us"). By accessing the Emcee marketing site, engaging us for services, or using any Emcee-owned SaaS product, you agree to these Terms. If you do not agree, do not use the services.

2. Definitions

• Marketing Site: the public website at emcee.it and related landing pages.
• Client Services: custom software development and SaaS development we deliver under contract to client organizations.
• SaaS Products: software products owned and operated by Emcee.
• SOW / MSA: a separately signed Statement of Work or Master Services Agreement governing a specific Client Services engagement.
• Customer Data: data you submit to or generate within an Emcee SaaS Product.

3. Marketing Site

3.1 Acceptable use

You agree not to scrape the site at scale, attempt to bypass security controls, submit false or misleading information through forms, or use the site in any way that could damage, disable, or impair its operation.

3.2 Site content

All text, graphics, logos, code, and other content on the Marketing Site are owned by Emcee or its licensors and are protected by intellectual-property laws. You may not copy, redistribute, or create derivative works without prior written consent, except for personal, non-commercial reference.

4. Client Services

Client Services are governed primarily by the SOW or MSA signed for that engagement. These Terms fill gaps where the SOW or MSA is silent, and the SOW or MSA controls in the event of a conflict.

4.1 Scope and change orders

Each engagement begins with a defined scope. Material changes to scope, timeline, or budget require a written change order signed by both parties.

4.2 Payment

• Engagements typically begin with a deposit and proceed on milestone or monthly billing as set out in the SOW.
• Invoices are due net 15 unless stated otherwise. Late balances accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
• We may suspend work on overdue accounts after written notice.

4.3 Intellectual property

• Upon full payment of all amounts due for an engagement, ownership of the bespoke deliverables produced specifically for you transfers to you.
• Emcee retains all rights to its pre-existing tooling, frameworks, internal libraries, methodologies, and general know-how, and grants you a perpetual, royalty-free license to use such pre-existing materials solely as embedded in the deliverables.
• Open-source components remain governed by their respective licenses.
• Emcee may reference the engagement and use non-confidential screenshots in its portfolio unless your SOW restricts this.

4.4 Confidentiality

Each party will protect the other's confidential information with at least the same degree of care it uses for its own confidential information, and not less than reasonable care, and use it only for purposes of the engagement.

4.5 Acceptance and warranty

Deliverables are deemed accepted if you do not raise written objections within 10 business days of delivery. We warrant that services will be performed in a professional and workmanlike manner and that deliverables will materially conform to the agreed specifications for 30 days after acceptance. Your sole remedy for breach of this warranty is for us to re-perform the affected work.

EXCEPT AS EXPRESSLY STATED, CLIENT SERVICES ARE PROVIDED "AS IS" AND EMCEE DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

5. Emcee SaaS Products

5.1 Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately of any unauthorized use.

5.2 Subscription, billing, and refunds

• Subscription fees, billing frequency, and trial terms are presented at sign-up and on each product's pricing page.
• Subscriptions auto-renew at the end of each billing period unless cancelled before renewal.
• Fees are non-refundable except where required by law or expressly stated in a product-specific refund policy.
• We may change pricing with at least 30 days' notice; price changes apply to renewals after the notice period.

5.3 Acceptable use

You agree not to use any SaaS Product to:

• Violate law or third-party rights.
• Send spam or unsolicited communications.
• Upload malware or attempt to compromise the service or other users.
• Reverse-engineer, resell, or sublicense the service except as expressly permitted.
• Use the service to build a directly competing product.

5.4 Customer Data

As between you and Emcee, you own all Customer Data. You grant Emcee a worldwide, non-exclusive license to host, copy, transmit, and display Customer Data solely as needed to provide and improve the service, prevent abuse, and comply with law. You are responsible for the legality of Customer Data and for obtaining required consents.

5.5 Service availability

We aim for high availability but do not guarantee uninterrupted service. Scheduled maintenance windows will be communicated in advance where practical.

5.6 Suspension and termination

We may suspend or terminate your account for material breach, non-payment, or activity that endangers the service or other users. You may cancel at any time; cancellation takes effect at the end of the then-current billing period.

5.7 Data export and deletion

For 30 days after termination, you may export Customer Data through the in-product tools. After 30 days, we will delete Customer Data within 90 days, except as required by law or retained in routine backups that are rotated within 90 days.

6. Third-party services

Our services may integrate with or link to third-party services. Emcee is not responsible for the availability, content, or practices of those third parties, and your use of them is governed by their own terms.

7. Indemnification

Each party will defend, indemnify, and hold the other harmless from third-party claims arising from (a) breach of these Terms, (b) violation of law, or (c) infringement of intellectual-property rights. The indemnified party must promptly notify the indemnifying party of the claim and reasonably cooperate in the defense.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO EMCEE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply to a party's indemnification obligations, breach of confidentiality, gross negligence, or willful misconduct.

9. Force majeure

Neither party is liable for failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, internet or utility outages, or pandemic.

10. Governing law and disputes

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Dallas County, Texas. Each party waives any right to a jury trial.

Before filing suit, the parties will attempt in good faith to resolve any dispute through executive-level negotiation for at least 30 days. Disputes under USD 75,000 (excluding claims for injunctive or equitable relief and intellectual-property claims) will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Dallas, Texas. The prevailing party is entitled to recover its reasonable attorneys' fees and costs.

11. General

• Assignment: you may not assign these Terms without our written consent. We may assign in connection with a merger, acquisition, or sale of assets.
• Severability: if any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver: failure to enforce any provision is not a waiver of future enforcement.
• Entire agreement: these Terms, together with any signed SOW/MSA and product-specific terms, constitute the entire agreement and supersede prior discussions.
• Notices: legal notices to Emcee must be sent to c​o​n​t​a​c​t​@​e​m​c​e​e​.​i​t.

12. Changes to these Terms

We may revise these Terms from time to time. Material changes will be communicated via the site or, for SaaS subscribers, by email. Continued use after the effective date of a revision constitutes acceptance of the revised Terms.

13. Contact

Questions? Email c​o​n​t​a​c​t​@​e​m​c​e​e​.​i​t or call (​4​6​9​)​ ​4​3​1​-​2​8​1​4.