Legal - Terms of Service
Last Updated: May 1, 2025
1. Introduction
Welcome to falcani LLC ("falcani," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of falcani's website, products, and services (collectively, the "Services").
By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.
2. Services
falcani is a custom software factory that provides software development, design, consulting, and related services to clients. Our specific services include, but are not limited to:
- Custom software development
- Digital transformation consulting
- Technical support
The specific details, deliverables, timelines, and costs of services will be outlined in separate agreements or statements of work between falcani and the client.The scope of services is strictly limited to what is defined in these separate agreements and statements of work, and does not include anything outside of those documents unless explicitly agreed upon in writing by both parties.
2.1 Third-Party Services Disclaimer
In the course of providing Services, falcani LLC may engage or recommend the use of third-party services, including but not limited to cloud providers (e.g., AWS, Azure, Google Cloud), domain name registrars, hosting providers, and other external vendors. falcani LLC is not responsible for any direct or indirect consequences, damages, losses, or issues arising from the performance, availability, security, or any other aspect of these third-party services. Your use of such third-party services will be governed by their respective terms of service, privacy policies, and other agreements, to which you agree to be bound. falcani LLC acts solely as an intermediary or facilitator for certain third-party services where indicated, and any reliance on the availability or functionality of these services is at your own risk.
3. Client Responsibilities
As a client, you agree to:
- Provide accurate and complete information necessary for the provision of services
- Review and provide feedback on deliverables in a timely manner
- Designate a primary contact person for communication with falcani
- Obtain and maintain all necessary permissions, licenses, and consents required for falcani to perform the services
- Use the services and deliverables in compliance with all applicable laws and regulations
- Promptly respond to all communications from falcani. falcani is not responsible for any consequences resulting from client's failure to receive, review, or respond to communications sent via any contact method.
3.1 Prohibited Uses
You agree not to use the Services or Deliverables for any unlawful purpose or in any way that could harm falcani, its reputation, or other clients. Prohibited uses include, but are not limited to:
- Engaging in any illegal activities or promoting illegal acts.
- Distributing malware, viruses, or any other harmful code.
- Attempting to reverse engineer, decompile, or disassemble any software provided by falcani, unless explicitly permitted by law.
- Interfering with or disrupting the integrity or performance of the Services or third-party data contained therein.
- Using the Services in a manner that infringes upon the intellectual property rights of others.
4. Intellectual Property Rights
4.1 Client Materials
You retain all rights to materials, content, data, and intellectual property that you provide to falcani in connection with the services ("Client Materials").
4.2 Deliverables and falcani Intellectual Property
Unless explicitly stated otherwise in a specific, separate contract agreement, falcani LLC retains all intellectual property rights, title, and interest in and to all software, source code, raw assets, designs, methodologies, and any other materials developed or used in the provision of the Services ("falcani IP"). The client is granted a non-exclusive, worldwide, perpetual license to use the final produced material for its intended business purposes upon full payment for the services. However, the client does not acquire any rights, ownership, or interest in the underlying source code, raw assets, or any other falcani IP.
Any custom software provided by falcani LLC may be subject to its own individual terms of service, which will be communicated separately.
4.3 falcani Materials
falcani retains all rights to pre-existing materials, tools, methodologies, and intellectual property used in the provision of services that were not specifically created for you ("falcani Materials").
This includes all modifications and improvements made to such falcani Materials during the provision of services.
5. Confidentiality
Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the other party in connection with the services. This obligation survives the termination of services. This obligation survives the termination of services for a period of five (5) years from the date of disclosure, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.
6. Payment Terms
6.1 Fees and Expenses
Fees for services will be as specified in the applicable agreement or statement of work. Unless otherwise stated, all fees are quoted in US dollars and do not include applicable taxes, which will be added to invoices where required by law.
6.2 Payment Schedule
Payment schedules will be outlined in the applicable agreement or statement of work. Unless otherwise specified, invoices are due within 15 calendar days of issuance.
6.3 Late Payments
Effective May 1, 2025: Any invoice balance that remains unpaid after its due date will be subject to a simple interest fee of 0.75% per week on the outstanding balance. This interest will be calculated for each full week that passes after the invoice due date and will be added to the invoice. Additionally, falcani reserves the right to suspend services until all outstanding payments, including accrued interest, are received in full.
Example Calculation:
For an invoice of $1,000 that is 4 weeks overdue:
- Principal amount: $1,000
- Weekly interest rate: 0.75% (0.0075)
- Weekly interest amount: $1,000 × 0.0075 = $7.50 per week
- Total interest for 4 weeks: $7.50 × 4 = $30.00
- Total amount due: $1,000 + $30.00 = $1,030.00
6.4 Disputed Invoices
If you dispute any portion of an invoice, you must notify falcani in writing within 10 calendar days of receiving the invoice and provide detailed reasons for the dispute. You must pay the undisputed portion of the invoice according to the payment terms. Failure to timely dispute an invoice shall constitute acceptance of the invoice in its entirety.
7. Term and Termination
7.1 Term
The term of the services will be as specified in the applicable agreement or statement of work.
7.2 Termination for Convenience
Either party may terminate the services for convenience with written notice as specified in the applicable agreement or statement of work. You will be responsible for payment for services performed up to the effective date of termination including any non-cancelable expenses incurred by falcani on your behalf.
7.3 Termination for Cause
Either party may terminate the services immediately if the other party materially breaches these Terms or the applicable agreement and fails to cure such breach within 30 calendar days of receiving written notice.
falcani LLC reserves the right to terminate the services at any moment if the customer fails to comply with any clause of these Terms of Service, including but not limited to failure to make timely payments or engaging in any activity that falcani reasonably believes may harm its business, reputation, or intellectual property rights.
8. Warranties and Disclaimers
8.1 Service Warranty
falcani warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.
8.2 Disclaimer
Except as expressly provided in these Terms, the services are provided "as is" and "as available," without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement. falcani does not warrant that the services will meet all of client's requirements or that the operation of any deliverables will be uninterrupted or error-free.
9. Limitation of Liability
In no event will either party be liable for any indirect, incidental, special, exemplary, or consequential damages, including lost profits, loss of data, or business interruption, arising out of or in connection with these Terms or the services, regardless of the theory of liability even if advised of the possibility of such damages.
Except for your payment obligations, each party's total cumulative liability arising out of or related to these Terms or the services will not exceed the amounts paid by you to falcani for the services during the twelve (12) months preceding the event giving rise to liability.
10. Indemnification
You agree to indemnify, defend, and hold harmless falcani and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in connection with your use of the services, your Client Materials, or your breach of these Terms. falcani reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
11. Changes to Terms
falcani reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website or by other means. Your continued use of the services after such changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue using the services.
12. Governing Law and Dispute Resolution
These Terms will be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the services will first be attempted to be resolved through good-faith negotiation between the parties' senior management. If a resolution is not reached within thirty (30) calendar days, any unresolved dispute will then be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
13. General Provisions
13.1 Entire Agreement
These Terms, together with any applicable agreement or statement of work, constitute the entire agreement between you and falcani regarding the services and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
13.2 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. Specifically, if any part of the intellectual property clauses in Section 4 is deemed unenforceable, the remaining intellectual property reservations and ownership rights of falcani shall remain in full force and effect. The parties agree to replace any unenforceable provision with an enforceable provision that most closely approximates the intent and economic effect of the unenforceable provision.
13.3 No Waiver
falcani's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of falcani.
13.4 Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder without falcani's prior written consent. falcani may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of this section will be null and void. falcani may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets without your consent.
14. Contact Information
If you have any questions about these Terms, please contact us at: