Terms of Service - Embedded Software Resources, LLC

Please read these Terms of Service ("Terms") carefully before using the services provided by Embedded Software Resources, LLC ("us", "we", or "our"). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms.

1. Services

Embedded Software Resources, LLC provides a range of embedded software engineering services, including but not limited to embedded systems architecture, firmware and driver development, RTOS integration, connectivity/IoT integration, and related consulting and support. The specific scope of services, deliverables, and timelines for each client ("Client") will be detailed in a separate Statement of Work (SOW) or service agreement, which will be incorporated into these Terms by reference.

2. Client Obligations

The Client agrees to provide Embedded Software Resources, LLC with all necessary access to information, data, and digital assets required to perform the agreed-upon services. This includes access to websites, analytics platforms, advertising accounts, and other relevant resources. The Client is responsible for the accuracy and legality of all materials provided to us.

3. Payment Terms

Payment for services will be governed by the terms outlined in the SOW or service agreement. Services may be billed on a fixed‑fee, time‑and‑materials, or retainer basis, as specified in the agreement. Invoices are due upon receipt. Failure to make timely payments may result in the suspension or termination of services. All payments are non-refundable.

4. Timelines and Deliverables

Embedded Software Resources, LLC will make every reasonable effort to meet the project timelines and deliverables specified in the SOW. However, these timelines are estimates and are contingent upon the Client's timely provision of necessary information and feedback. We are not liable for delays caused by the Client or by third-party platform issues beyond our control (e.g., search engine algorithm changes, social media platform outages).

5. Confidentiality

Both parties agree to keep confidential all non-public information obtained from the other party during the course of the service agreement. This includes business strategies, financial information, client lists, and campaign data. This obligation of confidentiality will survive the termination of the service agreement.

6. Intellectual Property

Any pre-existing intellectual property of either party will remain the sole property of that party. The Client will own the rights to all final, client-facing software and documentation deliverables created by Embedded Software Resources, LLC specifically for the Client upon full payment for the services. Embedded Software Resources, LLC retains the right to use the work for its portfolio and for marketing purposes, unless otherwise agreed in writing.

7. Limitation of Liability

Embedded Software Resources, LLC provides services to the best of its ability and in accordance with industry best practices. However, we do not guarantee specific results, such as particular performance metrics, regulatory approvals, or commercial success, as these are subject to factors beyond our direct control. In no event shall Embedded Software Resources, LLC be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with our services.

8. Term and Termination

The term of the service agreement will be specified in the SOW. Either party may terminate the agreement with 30 days' written notice. Embedded Software Resources, LLC reserves the right to terminate the agreement immediately if the Client breaches any material term of this agreement, including payment obligations.

9. Governing Law

These Terms shall be governed and construed in accordance with the laws of the jurisdiction in which Embedded Software Resources, LLC is registered, without regard to its conflict of law provisions.

10. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will provide notice of any significant changes. By continuing to use our services after those revisions become effective, you agree to be bound by the revised terms.

11. Contact Us

If you have any questions about these Terms, please contact us.