These Terms of Service ("Agreement") govern the provision of technology services by ShoeSavvyv LLC ("Company," "we," "our") to clients ("Client," "you"). By engaging our services or executing a service agreement, you accept and agree to be bound by this Agreement.

1. Services

ShoeSavvyv LLC provides information technology services including, but not limited to: custom software development, enterprise infrastructure implementation, network solutions, SEO automation services, software licensing, cloud infrastructure management, and technical support. Specific deliverables, timelines, and scope are defined in individual project proposals and service agreements ("Statement of Work" or "SOW").

2. Service Delivery

All services are delivered remotely unless otherwise agreed in writing. Delivery is structured around project milestones as defined in the applicable SOW. The Company will use commercially reasonable efforts to meet agreed timelines, subject to Client cooperation and timely provision of required access, information, and approvals. For phased projects, each phase is considered delivered upon written acceptance by the Client or upon expiry of a 5-business-day review period without written objection.

3. Payment Terms

Fees are invoiced according to the milestone schedule specified in the SOW. Payment is due within fifteen (15) days of invoice date. Overdue balances may accrue interest at 1.5% per month. The Company reserves the right to suspend services for accounts overdue by more than 30 days. All fees are in U.S. Dollars unless otherwise specified.

4. Intellectual Property

Client-Owned Work Product: Upon receipt of full payment for a project, the Company assigns to the Client all intellectual property rights in the custom deliverables created specifically for that project, as identified in the SOW.

Company IP: The Company retains all rights to its pre-existing tools, frameworks, libraries, and methodologies. Any third-party components remain subject to their respective licenses.

License: To the extent any Company IP is embedded in deliverables, the Company grants Client a perpetual, non-exclusive, worldwide license to use such IP solely in connection with the delivered product.

5. Confidentiality

Each party agrees to hold in confidence any non-public information disclosed by the other party in connection with the services ("Confidential Information") and not to disclose such information to third parties without prior written consent. This obligation survives termination of this Agreement for a period of three (3) years.

6. Warranties and Disclaimers

The Company warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Custom software deliverables carry a 30-day warranty period from delivery, during which the Company will address documented defects at no additional charge. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

8. Termination

Either party may terminate this Agreement with 30 days written notice. Upon termination, Client shall pay for all services rendered through the termination date. Sections 4, 5, 6, 7, and 9 survive termination.

9. Governing Law

This Agreement is governed by the laws of the State of Illinois, United States. Disputes shall be resolved by binding arbitration in Cook County, Illinois, under the rules of the American Arbitration Association.

10. Modifications

The Company reserves the right to update these Terms. Clients will be notified of material changes by email. Continued engagement following notification constitutes acceptance of the updated Terms.

11. Contact

For questions regarding these Terms, contact us at:
ShoeSavvyv LLC
9016 Samoset Trail, Skokie, IL 60076
jerry@shoesavvyv.com