Pell Software, LLC Terms of Service

Last Modified: February 3, 2021

These terms of service are between Pell Software, LLC, a Colorado entity whose registered address is 1942 Broadway St. STE 314C Boulder, Colorado 80302 ("Pell" or "Pell Software" or "we") and any party who enters into an agreement with Pell Software ("client", "you") via either a written or verbal agreement. Client hereby acknowledges that they have read and understand these terms of service in their entirety and agree to abide by all statements and agreements as defined in this document.

  1. Privacy Policy
    1. Pell Software will not share the client's information with any third party outside of our organization, other than as necessary to fulfill service requests. Unless client asks us not to, Pell Software may contact the client via email, phone or mail in the future to tell the client about specials, new services, or changes to this policy or our business. Client may opt out of any future contacts from us at any time.
    2. While Pell Software uses encryption to protect sensitive information transmitted online, we also protect client's information offline. Only employees who need the information to perform a specific job are granted access to personally identifiable information. The computers/servers in which we store personally identifiable information are kept in a secure environment.
  2. Working Terms
    1. Unless otherwise specified in a written document signed by both parties all work performed by Pell Software, LLC and all agreements entered into are considered "At-Will" and can therefore be terminated by either party at any time and for any reason without penalty.
  3. Intellectual Property Ownership
    1. All digital files, databases, schemas, notes and anything else than can be considered intellectual property related to a project Pell Software, LLC has been hired to complete is the ownership of Pell Software until full payment has been made for the work which resulted in the creation of such property. At the time full payment has been received the property changes ownership and from then on is owned by the client or organization who has paid for the property or commissioned the project.
  4. Support
    1. Unless otherwise agreed to in a written document signed by both parties Pell Software, LLC will not guarantee any functionality, systems free of bugs or errors, or specific period of support or maintenance for any past services rendered. Although Pell Software, LLC will work to address concerns and issues as quickly as possible there are no standard hours or days in which Pell Software, LLC will be required to be available to work on or answer support-related questions or address such issues. All support and maintenance related issues that are addressed by Pell Software, LLC will be billed at Pell Software, LLC's current hourly rate unless otherwise previously agreed to.
  5. Limitations of Liability
    1. Client acknowledges that, under no circumstances will Pell Software, it's licensors, its shareholders, directors, officers or employees be liable to the client for any loss (including but not limited to, damages for loss of business profits, business interruption, loss of business information, failure of security or any or all indirect or consequential damages), arising out of the use of or inability to use the software, systems or applications provided by Pell Software, modules or services whether or not such damages are foreseeable. Client agrees to indemnify and defend Pell Software against any action, claim or threat to the extent that such action, claim or threat is based on, arises from or is connected with, a claim under these Terms of Service. Client will pay the expense of such defense and all damages and attorneys’ fees and costs awarded in arbitration or by a court of competent jurisdiction in a final, nonappealable and binding award or judgment that are attributable to such claim or action.
    2. Client agrees to hold Pell Software not liable for any errors, bugs or issues that arise related or unrelated to systems deployed by Pell Software, LLC whether or not they incur cost, financial or otherwise, or any other type of penalty to the client or consumer of the system/application. The client therefore agrees to indemnify Pell Software, LLC and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by Pell Software, LLC in the execution of the working agreement between the client and Pell Software.
  6. Portfolio Rights
    1. Unless otherwise agreed to in writing by both parties Pell Software reserves the right to include samples of any project/work performed by Pell Software including, but not limited to, images, photos, screen shots and written descriptions of the project/work in Pell Software's portfolio, website, marketing materials and emails. Pell Software agrees to not disclose any sensitive data or personally identifiable information within such portfolios, websites, marketing materials and emails.
  7. Billing and Payments
    1. Client agrees to make timely payment to Pell Software for all services and expenses billed to the client. All hourly invoices will be sent on a monthly basis for the hourly services and expenses accrued in the previous month. Fixed cost invoices will be billed 50% up-front and 50% upon completion of the fixed cost services. Fixed cost services are considered completed as soon as they meet the requirements as defined in the verbal or written agreement between the client and Pell Software. Intellectual property does not transfer ownership from Pell Software the client, until the project is paid for in full.
    2. Accounts not paid within terms are subject to a 3% monthly finance charge.
  8. Surcharges
    1. All requests made by the client that are required to be performed outside of normal operating business hours and all work that falls under the category of "urgent" is subject to a 1.5X (+50%) hourly rate surcharge at the discretion of Pell Software. Any requests from the client that will be billed at a surcharged rate will first be made known to the client prior to any billable work being done by Pell Software so the client may have the opportunity to grant or deny final approval. Any such work that is performed without final approval from the client will be billed at the current hourly rate.
    2. Normal Operating Business Hours. Normal operating business hours are defined as 9AM - 5PM MT, Monday through Friday.
    3. Urgent Requests. Requests categorized as "urgent" include any work that should be performed immediately or as soon as possible per the client's discretion. Upon final approval of such a request Pell Software will begin the work immediately.
  9. Force Majeure
    1. Except for the obligation to pay for services already performed by Pell Software, if either party is prevented from complying, either totally or in part, with any of the terms or provisions of these Terms of Service by documented reason of fire, flood, storm, strike, lockout or other labor trouble, riot, war, rebellion, accident or other acts of God, then upon written notice to the other party, the requirements of these Terms of Service, or the affected provisions hereof to the extent affected, shall be suspended during the period of such disability. The party prevented from complying shall make all reasonable efforts to remove such disability within forty-five (45) days of giving such notice.
  10. Miscellaneous
    1. Partial Invalidity. If any provision of these Terms of Service shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected.
    2. Governing Law; Choice of Forum. These Terms of Service will be construed in accordance with the laws of the State of Colorado.
    3. Headings. The various headings in these Terms of Service are inserted for convenience only, and will not affect the meaning or interpretation of these Terms of Service or any paragraph or provision hereof.
    4. Succession. These Terms of Service will be binding upon, and inure to the benefit of, you, the client, and us, Pell Software, and our respective successors, assigns, distributees and legal representatives, subject to the terms hereof.
    5. Changes to Terms of Service. Pell Software reserves the right to, in Pell Software's sole discretion, amend these Terms of Service. You can determine the date these Terms of Service were last amended and updated by referring to the modification date shown on our website: https://www.pellsoftware.com/terms/. Any amendments to these Terms of Service will apply only work done and agreements enter into after the modification date.
      Client acknowledges that it is the sole responsibility of the Client to ensure they read and understand all Terms of Service and stay up to date with any changes that are made to our Terms of Service. Pell Software will make good faith efforts to ensure our clients are notified when our Terms of Service are updated.
  11. Contact Us For More Information
    1. Email: contact@pellsoftware.com
      Phone: (720) 504-1112
      Mail: 1312 17th Street Suite 585 Denver, CO 80202