Terms & Conditions – elvanforge.com

Last Updated: July 28, 2025

These Terms and Conditions (“Agreement”) govern your use of the services provided by Elvan Forge LLC (“Elvan Forge,” “we,” “us,” or “our”). By engaging Elvan Forge LLC for any software development services, you (“Client,” “you,” or “your”) agree to be bound by these Terms and Conditions. Please read them carefully.

1. Services Provided

Elvan Forge LLC specializes in custom software development, including but not limited to:

Web application development
Mobile application development
Custom software solutions
System integrations
Consulting and advisory services related to software engineering
Maintenance and support services

The specific details, scope, deliverables, timelines, and pricing for each project will be outlined in a separate Statement of Work (“SOW”) or Project Agreement, which, once signed by both parties, will become an integral part of this Agreement. In case of any conflict between this Agreement and an SOW, the terms of the SOW shall prevail for that specific project.

2. Client Obligations

You agree to: a. Provide Timely Information: Furnish all necessary information, content, data, and access (e.g., to servers, APIs, third-party accounts) required for the project in a timely manner. Delays caused by late provision of information may impact project timelines and costs. b. Provide Timely Feedback and Approvals: Provide prompt feedback, review deliverables, and grant approvals as requested by Elvan Forge LLC to keep the project on schedule. c. Ensure Accuracy of Information: Warrant that all information provided to Elvan Forge LLC is accurate, complete, and does not infringe on the rights of any third party. d. Cooperation: Cooperate fully with Elvan Forge LLC to facilitate the successful completion of the services. e. Payment: Adhere to the payment terms as outlined in Section 4 and the respective SOW.

3. Project Management & Communication

a. Communication Channels: All formal communication regarding the project scope, changes, and approvals should be conducted via [specify preferred method, e.g., email to designated contacts, project management software]. b. Change Requests: Any changes to the agreed-upon scope of work, deliverables, or timelines must be submitted in writing. Elvan Forge LLC will provide a written assessment of the impact on project cost and timeline. Work on changes will only commence upon mutual written agreement. c. Acceptance Criteria: Deliverables will be subject to your review and acceptance based on the criteria specified in the SOW. You will have a defined period (e.g., 5 business days) to review and provide feedback or acceptance. Failure to provide feedback within the specified period may be deemed as acceptance.

4. Payment Terms

a. Fees: Fees for services will be as specified in the applicable SOW. b. Payment Schedule: Payments are typically structured as follows [Choose one or adapt, e.g., upfront deposit, milestone-based, hourly, or fixed-price]: * Upfront Deposit: An initial deposit of [e.g., 25-50]% of the estimated project cost is required before project commencement. This deposit is non-refundable once work has begun. * Milestone Payments: Subsequent payments will be due upon the completion and acceptance of defined project milestones, as detailed in the SOW. * Time & Materials: For projects billed on a time and materials basis, invoices will be issued [e.g., bi-weekly/monthly] for hours worked and pre-approved expenses. c. Invoicing: Invoices will be submitted [e.g., upon milestone completion, bi-weekly, monthly]. d. Due Date: All invoices are due for payment within [e.g., 15, 30] calendar days of the invoice date. e. Late Payments: Payments not received by the due date may be subject to a late fee of [e.g., 1.5]% per month or the maximum permissible by law, whichever is less. Elvan Forge LLC reserves the right to suspend work on any project until outstanding payments are received. f. Expenses: Any out-of-pocket expenses incurred by Elvan Forge LLC on your behalf (e.g., third-party software licenses, stock photos, specialized hardware) will be billed separately and require prior written approval from you. g. Taxes: All fees are exclusive of applicable taxes, duties, or levies, which will be added to the invoice where required by law.

5. Intellectual Property (IP) Rights

a. Client Ownership: Upon full and final payment for the services rendered as per the SOW, Elvan Forge LLC will assign all intellectual property rights, including copyrights and ownership of the custom-developed software and associated source code, exclusively to the Client. b. Elvan Forge LLC Background IP: Notwithstanding the above, Elvan Forge LLC retains all rights to any pre-existing software, libraries, tools, frameworks, methodologies, or general know-how developed or acquired prior to or independently of this Agreement (“Background IP”) that may be incorporated into the deliverables. Elvan Forge LLC grants you a perpetual, non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Background IP solely as integrated into the final deliverables provided under this Agreement. c. Third-Party Components: The deliverables may include third-party open-source or commercial components, each governed by their respective licenses. Elvan Forge LLC will disclose any such components and their licenses in the SOW or documentation. You are responsible for complying with these third-party licenses. d. Portfolio Use: You grant Elvan Forge LLC the right to display the completed work in our portfolio and marketing materials (e.g., website, case studies), provided that any confidential information is appropriately redacted or removed.

6. Confidentiality

Both parties agree to keep confidential all non-public information received from the other party during the course of the engagement, including but not limited to business plans, technical data, pricing, and project details (“Confidential Information”). Confidential Information shall not be disclosed to any third party without the express written consent of the disclosing party, except as required by law. This obligation shall survive the termination of this Agreement.

7. Warranties and Disclaimers

a. Elvan Forge LLC Warranty: Elvan Forge LLC warrants that the services will be performed in a professional and workmanlike manner, conforming to generally accepted industry standards. For custom software development, we warrant that the delivered software will substantially conform to the specifications outlined in the signed SOW for a period of [e.g., 30 days] after final acceptance (“Warranty Period”). During this Warranty Period, Elvan Forge LLC will rectify any bugs or defects that prevent the software from meeting the SOW specifications, at no additional charge. This warranty does not cover issues arising from: * Modifications made by parties other than Elvan Forge LLC. * Incorrect use or operation of the software. * Issues with third-party software, hardware, or services not provided by Elvan Forge LLC. * Changes in operating environments or platforms not agreed upon in the SOW. b. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ELVAN FORGE LLC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES OR DELIVERABLES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ELVAN FORGE 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, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ELVAN FORGE LLC EXCEED THE TOTAL FEES PAID BY YOU TO ELVAN FORGE LLC FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Indemnification

You agree to indemnify, defend, and hold harmless Elvan Forge LLC, its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney’s fees) arising from: a. Your use of and access to the services; b. Your violation of any term of this Agreement; c. Your violation of any third-party right, including without limitation any copyright, property, or privacy right; or d. Any claim that your content or any information you provided caused damage to a third party.

10. Termination

a. By Mutual Agreement: This Agreement and any SOW may be terminated by mutual written agreement of both parties. b. For Cause: Either party may terminate this Agreement immediately if the other party commits a material breach of its obligations hereunder and fails to cure such breach within [e.g., 15] days after receiving written notice of the breach. c. Payment Upon Termination: Upon termination, you will be obligated to pay for all services rendered and expenses incurred up to the date of termination, as outlined in the Cancellation Policy. Elvan Forge LLC will deliver all completed work for which payment has been received. d. Survival: Sections concerning Intellectual Property, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution shall survive any termination of this Agreement.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State] and the United States, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in [Your City, Your State].

12. Dispute Resolution

In the event of any dispute arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved through negotiation within [e.g., 30] days, the parties agree to consider [e.g., mediation or binding arbitration] as a means of dispute resolution, with the costs to be shared equally, before resorting to litigation.

13. Miscellaneous

a. Entire Agreement: This Agreement, together with any signed SOWs, constitutes the entire agreement between you and Elvan Forge LLC concerning the services. b. Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. c. Waiver: No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Elvan Forge LLC’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. d. Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations hereunder if such delay or failure is caused by acts of God, war, terrorism, strikes, riots, natural disasters, or any other cause beyond its reasonable control.

14. Contact Information

If you have any questions about these Terms and Conditions, please contact us at:

Elvan Forge LLC

Email: david@elvanforge.com

Phone: (865) 239-9392