Terms and Conditions

Effective Date: July 30, 2023

Welcome to Smart Software Solutions, LLC ("Company," "we," "our," or "us"). By engaging with our software development services, you ("Client," "you," or "your") agree to be bound by the following terms and conditions. These terms govern the use of our services and form a legally binding agreement between you and the Company. Please read these terms carefully before proceeding.


• "Client Content": Any materials, data, information, or content provided by the Client to the Company for use in the development process.
• "Intellectual Property Rights": Any patents, copyrights, trademarks, trade secrets, or other intellectual property rights owned by either party.
• "Project": The specific software development work to be performed by the Company for the Client, as outlined in the project scope.


2.1 Scope of Work: The Company will provide software development services as described in the project scope. Any changes to the scope must be agreed upon in writing by both parties.
2.2 Client Responsibilities: The Client shall cooperate with the Company and provide all necessary information and materials, including Client Content, required for the successful completion of the Project. The Client is responsible for obtaining any necessary licenses, permissions, or approvals for the use of third-party materials.
2.3 Delivery Schedule: The Company will make reasonable efforts to adhere to the agreed-upon delivery schedule. However, we are not liable for delays caused by circumstances beyond our control.

Fees and Payments

3.1 Project Fees: The Client agrees to pay the Company the agreed-upon fees for the software development services. The fees shall be outlined in the project proposal or agreement.
3.2 Payment Terms: Payments shall be made according to the schedule specified in the project proposal or agreement. The Client shall make payments promptly, and any overdue payments may result in delays in the Project.
3.3 Additional Expenses: The Client shall reimburse the Company for any reasonable and pre-approved expenses incurred during the Project, such as software licenses or third-party services.

Intellectual Property

4.1 Ownership: The Client retains ownership of any pre-existing intellectual property rights in the Client Content. Upon completion of the Project and full payment of fees, the Company assigns all rights to the software developed during the Project to the Client.
4.2 Company Intellectual Property: The Company retains ownership of any pre-existing intellectual property rights, methodologies, tools, or technologies used in the software development process, not including Client Content.


5.1 Confidential Information: Both parties agree to keep confidential any non-public information disclosed during the Project, including but not limited to trade secrets, financial information, and proprietary data.
5.2 Exceptions: Confidentiality obligations do not apply to information that is publicly available, known prior to disclosure, or independently developed by either party.

Warranties and Limitation of Liability

6.1 Warranty: The Company warrants that the software developed will conform to the agreed-upon specifications. However, the Client acknowledges that software development involves uncertainties, and the Company cannot guarantee a bug-free product.
6.2 Limitation of Liability: The Company's liability, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client for the Project. In no event shall either party be liable for any indirect, incidental, consequential, or special damages.


7.1 Termination for Convenience: Either party may terminate the Project for any reason by providing written notice to the other party. The Client shall pay for the services rendered up to the termination date.
7.2 Termination for Cause: Either party may terminate the Project for a material breach of these terms and conditions by the other party, provided a written notice of the breach is given and the breaching party fails to cure the breach within 30 days.

Governing Law and Jurisdiction

These terms and conditions shall be governed by the laws of the State of Illinois. Any disputes arising under these terms shall be subject to the exclusive jurisdiction of the courts of Cook County, Illinois.
By engaging with our software development services, you acknowledge that you have read, understood, and agreed to these terms and conditions.

Smart Software Solutions, LLC

Hoffman Estates, IL