Terms of Service

Botta Services LLC provides custom technology services including, without limitation, mobile and web applications, websites, backend systems, point-of-sale integrations, custom PC builds, home and business automation, and related consulting, design, development, deployment, and support work (collectively, the "Services").

Unless expressly set forth in a written statement of work, proposal, or invoice signed or accepted by both parties (each, an "SOW"), Services are provided on a project-by-project basis. Website copy, marketing materials, and verbal discussions are illustrative only and do not constitute binding commitments, warranties, or guarantees.

We may use subcontractors, employees, or affiliated entities to perform portions of the Services. We retain sole discretion over staffing, methods, tools, schedules, and technical approaches unless an SOW states otherwise.

Access to the client portal is limited to individuals and organizations that have completed our registration and deposit flow or been expressly invited by Botta Services. You may not create an account through unauthorized means, share credentials, or permit unauthorized access.

You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. You must provide accurate contact information and promptly notify us of unauthorized use.

We may suspend or terminate portal access at any time for non-payment, suspected abuse, security risk, violation of these Terms, or any reason in our sole discretion.

Portal features—including messaging, file uploads, invoices, and project status—are provided for convenience. Displayed timelines, progress indicators, and messages do not modify an SOW and are not guarantees of delivery dates or outcomes.

Consultation deposits (including the standard $100 deposit) reserve time for discovery and are not payment in full for any project. Deposits may be credited toward project fees if you proceed with an engagement under an SOW, as stated in that SOW or invoice.

Except where prohibited by applicable law, consultation deposits are non-refundable once paid. Deposits may be forfeited for late cancellation, no-show, failure to provide required information, abusive conduct, or if you elect not to proceed after the consultation. Any refund or credit is at our sole discretion unless expressly required by law or agreed in writing.

Rescheduling is subject to availability. We may cancel or reschedule consultations for operational, safety, or business reasons.

Payment processing is handled by third-party providers (such as Square). Your use of payment features is also subject to their terms.

Delays caused by Client inaction, incomplete inputs, or third-party dependencies extend schedules and may result in additional fees.

• Provide timely feedback, approvals, credentials, content, and access necessary for us to perform the Services.
• Ensure you have all rights, licenses, and permissions for materials, trademarks, data, and instructions you supply.
• Designate a single primary point of contact authorized to approve scope, change requests, and deliverables unless an SOW specifies otherwise.
• Review deliverables promptly and report issues within any review period stated in an SOW, or within ten (10) business days if none is stated.
• Maintain backups of your data. We are not responsible for loss of Client data except as expressly stated in an SOW.

Fees are due as stated in invoices or an SOW. Unless otherwise agreed in writing, invoices are due upon receipt. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

We may pause work, withhold deliverables, revoke licenses, or terminate Services for overdue amounts. All fees are exclusive of taxes, which Client shall pay where applicable.

Chargebacks or payment reversals without good faith dispute resolution constitute a material breach. You agree to contact us before initiating a chargeback relating to authorized Services.

Estimates and quotes are not binding unless identified as fixed-price in a signed or accepted SOW. Scope changes require written change orders and may increase fees and timelines.

Botta Services retains all right, title, and interest in its pre-existing tools, libraries, frameworks, templates, know-how, methodologies, and general skills, even if incorporated into deliverables ("Background IP").

Until all amounts due for the applicable project are paid in full, deliverables and project-specific work product remain the property of Botta Services. Upon full payment, Client receives the ownership or license rights expressly stated in the applicable SOW. If no license is stated, Client receives a non-exclusive, non-transferable, perpetual license to use deliverables solely for Client's internal business purposes.

We may display non-confidential work in portfolios, case studies, and marketing unless an executed NDA or SOW prohibits it.

Client grants us a limited license to use Client-provided materials solely to perform the Services.

Each party may receive non-public information from the other. The receiving party will use reasonable care to protect confidential information and use it only for the engagement. Confidentiality obligations do not apply to information that is public through no fault of the receiving party, independently developed, rightfully received from a third party, or required to be disclosed by law (with notice where permitted).

We may store project communications, files, and account data in secure cloud infrastructure as described in our Privacy Policy.

EXCEPT AS EXPRESSLY SET FORTH IN A WRITTEN SOW SIGNED BY BOTH PARTIES, THE SERVICES, PORTAL, WEBSITE, AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED AVAILABILITY.

We do not warrant that software will be error-free, secure against all threats, compatible with every device or platform, or suitable for regulated industries (including HIPAA, PCI-DSS, or financial compliance) unless explicitly scoped and contracted.

Client is solely responsible for production deployment decisions, backups, monitoring, and compliance obligations in Client's business.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOTTA SERVICES AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY SERVICE, DEPOSIT, PORTAL USE, OR THESE TERMS EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO BOTTA SERVICES FOR THE SPECIFIC PROJECT OR SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow certain limitations; in those cases, our liability is limited to the fullest extent permitted by law.

You will defend, indemnify, and hold harmless Botta Services and its personnel from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client materials or instructions; (b) Client's use of deliverables in violation of law or these Terms; (c) Client's breach of these Terms or an SOW; (d) disputes between Client and Client's customers, users, or employees; or (e) allegations that Client-supplied content infringes third-party rights.

We will promptly notify you of claims subject to indemnification and cooperate at your expense. We may participate with our own counsel at our expense.

We may suspend or terminate Services or portal access immediately for non-payment, breach, conduct we deem harmful, or convenience upon notice where permitted.

Upon termination, amounts due for work performed, committed resources, non-cancelable expenses, and scheduled consultations become immediately payable. Sections intended to survive (including payment, IP, confidentiality, disclaimers, limitation of liability, indemnity, and dispute resolution) survive termination.

Before filing arbitration or court action, the parties will attempt in good faith to resolve disputes informally by contacting Stephen@BottaServices.com and allowing thirty (30) days for discussion.

Except for qualifying small-claims matters or requests for injunctive relief to protect intellectual property, confidentiality, or unauthorized access, any dispute arising out of or relating to these Terms, deposits, portal use, or Services will be resolved by binding, individual arbitration administered by the American Arbitration Association (AAA) under its AAA Commercial Arbitration Rules. The seat and venue of arbitration will be Atlanta, Georgia. The arbitrator may award the same damages and relief that a court could award, subject to these Terms.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. Judgment on the award may be entered in any court of competent jurisdiction in Fulton County, Georgia.

Each party bears its own attorneys' fees and costs unless the arbitrator awards fees to the prevailing party as permitted by law and these Terms. Botta Services may seek recovery of unpaid fees, chargebacks, and collection costs.

YOU AND BOTTA SERVICES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

TO THE EXTENT A DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

These Terms are governed by the laws of the State of Georgia, United States, without regard to conflict-of-law rules. Subject to the arbitration section, exclusive jurisdiction for permitted court proceedings lies in state or federal courts located in Fulton County, Georgia, and you consent to personal jurisdiction there.

We may update these Terms at any time by posting a revised version with a new effective date. Material changes may also be communicated through the portal or email where practicable. Continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Services and portal.

For active SOWs, changes apply to portal and general engagement terms unless an executed SOW expressly overrides them.

• Entire Agreement: These Terms, together with applicable SOWs, invoices, and our Privacy Policy, constitute the entire agreement regarding portal and general Services engagement unless superseded by a signed written agreement.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.
• Force Majeure: We are not liable for delays or failures caused by events beyond our reasonable control.
• Severability: If any provision is unenforceable, the remainder remains in effect and the invalid provision is modified to the minimum extent necessary.
• No Waiver: Failure to enforce a provision is not a waiver of future enforcement.
• Notices: We may provide notices via email, portal message, or website posting to the contact information associated with your account.

Questions about these Terms: Stephen@BottaServices.com. Mailing address available upon request.