Terms of Use

Last Updated: August 2026

1. Acceptance of Terms & Binding Agreement

These Terms of Use ("Terms," "Agreement") constitute a legally binding agreement between you (whether individually or on behalf of an entity, "you," "Client," or "User") and Exquisite Software, Inc. ("Exquisite Software," "we," "us," or "our") concerning your access to and use of the exquisite-software.com website, client portals, quoting systems, APIs, and all associated software engineering and consulting services (collectively, the "Services").

By accessing, browsing, submitting inquiries, or engaging with our digital platforms, you expressly agree to be bound by these Terms. If you do not agree with all of these terms and conditions, you are prohibited from using the website and Services and must discontinue use immediately.

2. Eligibility & Authorized Representatives

By using our Services, you represent and warrant that:

• You have the legal capacity and authority to enter into this binding Agreement.
• If you represent a corporate entity, you have full authority to legally bind that entity to these Terms.
• You are at least eighteen (18) years of age.
• You will not access the Services through automated or non-human means without prior written authorization.
• Your use of the Services will not violate any applicable local, state, national, or international law or regulation.

3. Professional Engineering & Consulting Engagements

Exquisite Software provides enterprise software development, mobile/web engineering, cloud infrastructure architecture, IT consulting, and staff augmentation services. While these Terms govern general website access and preliminary interactions, all formal development engagements, project scopes, milestones, warranties, and service level agreements (SLAs) are governed by executed Master Services Agreements (MSAs), Statements of Work (SOWs), or Task Orders.

In the event of any direct conflict between these Terms of Use and an executed Statement of Work (SOW) or Master Services Agreement (MSA), the terms of the executed MSA/SOW shall prevail with respect to that specific commercial engagement.

4. Intellectual Property Rights & Ownership

A. Exquisite Software Proprietary Assets

Unless otherwise indicated in a written agreement, the website, design systems, visual interfaces, graphics, source code, algorithms, brand logos, technical documentation, and proprietary methodologies (collectively, "Our IP") are the exclusive property of Exquisite Software, protected by United States and international copyright, trademark, patent, trade secret, and intellectual property laws.

B. Client Work Product & Custom Deliverables

Ownership of custom source code, application architectures, and client deliverables created pursuant to an active Statement of Work (SOW) is transferred to the Client upon receipt of full and final payment, subject to any retained core libraries or open-source components expressly identified in the project documentation.

C. Limited License to Users

Subject to your compliance with these Terms, Exquisite Software grants you a non-exclusive, non-transferable, revocable, limited license to access and view content on the website solely for informational and exploratory business purposes. No part of the website or content may be scraped, decompiled, copied, reproduced, aggregated, or commercially exploited without our prior written consent.

5. Acceptable Use Policy & Prohibited Conduct

You agree not to use the website, client portals, or APIs for any unlawful or unauthorized purpose. Specifically, you shall not:

• Systematically retrieve data or content from the website to create or compile a database or directory without written permission.
• Circumvent, disable, or interfere with security-related features of the website, including rate limits or authentication tokens.
• Engage in unauthorized framing, linking, or embedding of the Services.
• Inject viruses, trojans, worms, logic bombs, or other malicious code designed to disrupt or compromise system integrity.
• Attempt to impersonate another user, employee, or representative of Exquisite Software.
• Use any automated script, bot, spider, or crawler to harvest data or send high-frequency requests that impair platform responsiveness.
• Transmit any defamatory, harassing, obscene, or fraudulent communications through our contact or quoting forms.

6. Estimates, Quotes & Commercial Terms

All preliminary project estimates, pricing calculators, and scope assessments provided through the website or automated quoting tools are non-binding budgetary projections. Formal pricing, billing schedules (fixed-fee milestone vs. time and materials), retainers, and payment milestones are finalized through formal Statements of Work.

Invoices issued through the Exquisite Software client billing system are due within thirty (30) days unless otherwise specified in your contract. Late payments may be subject to a finance charge of 1.5% per month (or the maximum allowed by law) on the outstanding balance.

7. Confidentiality & Proprietary Information

During the course of discussions or project execution, parties may exchange proprietary business concepts, trade secrets, software blueprints, or financial information ("Confidential Information"). Both parties agree to protect the confidentiality of such materials with the same degree of care they accord to their own confidential information (and no less than a reasonable standard of care) and not disclose it to third parties except as authorized in writing.

8. Disclaimer of Warranties

THE SERVICES AND ALL WEBSITE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EXQUISITE SOFTWARE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUSES OR INTERRUPTIONS.

WE DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, NOR DO WE MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY OR RELIABILITY OF ANY THIRD-PARTY INFORMATION PRESENTED ON THE SITE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EXQUISITE SOFTWARE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES—INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, REPUTATIONAL HARM, OR BUSINESS INTERRUPTION—ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER SHALL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO EXQUISITE SOFTWARE DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100.00 USD), WHICHEVER IS GREATER.

10. Indemnification

You agree to defend, indemnify, and hold harmless Exquisite Software, its subsidiaries, affiliates, and all of their respective officers, agents, partners, and employees from and against any loss, damage, liability, claim, or demand (including reasonable legal and attorneys' fees) made by any third party due to or arising out of:

• Your breach of these Terms of Use.
• Your violation of any law or the rights of a third party, including intellectual property rights.
• Any harmful, defamatory, or unlawful material you submit through our platforms.
• Your negligent acts or willful misconduct.

11. Third-Party Links & Integrations

The website may include integrations with third-party software, cloud providers, APIs, or links to external websites. Exquisite Software does not monitor or endorse third-party content, and we bear no liability for any transactions, services, or damages arising from your interaction with external providers.

12. Term, Suspension & Termination

These Terms shall remain in full force and effect while you use the website or engage our Services. We reserve the right, in our sole discretion and without notice or liability, to deny access to, block IP addresses from, or terminate accounts for any person or organization that violates these Terms or applicable law.

13. Governing Law & Dispute Resolution

These Terms and your use of the website shall be governed by and construed in accordance with the laws of the State of Arizona, United States, without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in the federal or state courts located in Maricopa County, Arizona, and each party irrevocably submits to the exclusive jurisdiction of such courts.

14. Severability & Entire Agreement

These Terms of Use, along with our Privacy Policy and any executed service contracts, constitute the entire agreement between you and Exquisite Software regarding your use of the Services. If any provision of these Terms is deemed unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

15. Amendments & Revisions

We reserve the right to revise or modify these Terms at any time. Changes will become effective immediately upon posting to this page, with an updated "Last Updated" timestamp. Your continued use of the website following the posting of revised Terms confirms your acceptance of the modifications.

16. Contact & Legal Notices

If you have any questions, concerns, or legal notices concerning these Terms of Use, please reach out to our legal department at: