Terms of Service
These terms govern your use of Convergent Software's services and website. Please read them carefully.
Effective Date: January 23, 2025
Last Updated: January 23, 2025
Agreement to Terms
By accessing or using our website and services, you agree to be bound by these Terms of Service and our Privacy Policy.
These terms constitute a legal agreement between you and:
- Legal Entity: Convergent Studios LLC
- Business Name: Convergent Software
- Location: Maury County, Tennessee, United States
- Contact: contact@convergent-software.com | (615) 492-0053
Our Services
Convergent Studios LLC provides enterprise software development services including:
Artificial Intelligence
- • Custom AI solutions
- • Machine learning models
- • Process automation
- • Data integration & APIs
Healthcare Solutions
- • FHIR R4 compliance
- • EHR integrations
- • HIPAA-compliant systems
- • Clinical data platforms
Business Solutions
- • Web applications
- • Mobile applications
- • E-commerce platforms
- • Enterprise websites
Account Terms and User Responsibilities
Account Registration
- You must provide accurate, complete, and current information
- You are responsible for maintaining the confidentiality of your account credentials
- You must be at least 18 years old and have legal capacity to enter contracts
- Business accounts must be authorized by someone with legal authority to bind the organization
Acceptable Use
You agree to use our services only for legitimate business purposes.
Prohibited activities include, but are not limited to:
- Violating any applicable laws or regulations
- Infringing on intellectual property rights
- Transmitting malicious code, viruses, or harmful content
- Attempting to gain unauthorized access to our systems
- Using our services to compete directly with our business
- Reverse engineering or attempting to extract source code
Service Terms and Delivery
Project Agreements
All software development projects are governed by separate written agreements that include:
- Detailed project scope, timeline, and deliverables
- Payment terms, milestones, and pricing
- Intellectual property ownership and licensing
- Confidentiality and non-disclosure provisions
- Support and maintenance terms
Service Level Commitments
Development Services
- • Agile methodology with bi-weekly sprints
- • Regular progress updates and demos
- • SOC 2 compliant development processes
- • Full source code ownership transferred
Support Services
- • 24/7 emergency response available
- • Guaranteed response times by plan tier
- • System monitoring and maintenance
- • Performance optimization
Payment Terms
Billing and Payment
- Payment terms are specified in individual project agreements
- Invoices are typically due within 30 days of receipt
- Late payments may incur interest charges as permitted by Tennessee law
- We accept ACH transfers, wire transfers, and credit cards
- All fees are exclusive of applicable taxes
Refunds and Cancellations
Refund policies vary by service type:
- Development Projects: Refunds for undelivered work phases, subject to contract terms
- Consulting Services: No refunds for completed consultation sessions
- Support Plans: Pro-rated refunds for early cancellation with 30-day notice
- Emergency Services: Non-refundable once response is initiated
Intellectual Property
Client Ownership
You own the custom software we develop for you.
Upon final payment, all custom code, designs, and deliverables created specifically for your project become your intellectual property, with full source code and documentation transferred.
Our Retained Rights
- Pre-existing Tools: We retain ownership of our proprietary frameworks, tools, and methodologies
- General Knowledge: We retain the right to use general knowledge, skills, and experience gained
- Open Source: Third-party open source components remain subject to their original licenses
- Confidential Information: We maintain confidentiality of your proprietary business information
Trademark and Brand Usage
Subject to your written consent:
- We may reference your company as a client in our marketing materials
- We may display your logo on our website client showcase
- We may create case studies highlighting our work (with confidential details removed)
Limitation of Liability
IMPORTANT LEGAL NOTICE:
Please read this section carefully as it limits our liability to you.
Service Limitations
- Best Efforts: We provide services using reasonable professional skill and care
- No Warranties: Services are provided "as is" without warranties beyond those required by law
- Performance: We do not guarantee specific business outcomes or performance metrics
- Third-Party Services: We are not liable for failures of third-party services or integrations
Damages Limitation
To the maximum extent permitted by Tennessee law:
- Our total liability for any claim shall not exceed the amount paid by you for the specific service that gave rise to the claim
- We shall not be liable for indirect, incidental, special, consequential, or punitive damages
- This includes lost profits, lost data, business interruption, or loss of goodwill
- These limitations apply regardless of the theory of liability (contract, tort, negligence, etc.)
Exceptions to Limitations
These limitations do not apply to:
- Death or personal injury caused by our negligence
- Fraud or fraudulent misrepresentation
- Breach of confidentiality obligations
- Violations of intellectual property rights
- Other matters that cannot be limited by Tennessee law
Indemnification
Client Indemnification
You agree to indemnify and hold us harmless from claims arising from:
- Your use of our services in violation of these terms
- Your violation of applicable laws or third-party rights
- Content or data you provide to us that infringes third-party rights
- Your breach of confidentiality or misuse of our proprietary information
Our Indemnification
We will indemnify you against claims that our custom software infringes third-party intellectual property rights, subject to:
- Prompt written notice of the claim
- Our exclusive control of the defense and settlement
- Your reasonable cooperation in the defense
- Limitations for modifications you make to our deliverables
Confidentiality
Mutual Confidentiality
We take confidentiality seriously and maintain strict information security practices.
Your Information
We protect:
- • Business strategies and plans
- • Technical specifications
- • Financial information
- • Customer and user data
- • Any information marked confidential
Our Information
You protect:
- • Proprietary methodologies
- • Source code of our tools
- • Business processes
- • Pricing information
- • Other clients' information
Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including:
- Natural disasters or severe weather
- War, terrorism, or civil unrest
- Government actions or regulations
- Internet or telecommunications failures
- Power outages or infrastructure failures
- Pandemics or public health emergencies
- Labor strikes or disputes
- Cyberattacks on critical infrastructure
During force majeure events, we will use reasonable efforts to minimize delays and provide alternative solutions where possible.
Dispute Resolution
Governing Law
These terms are governed by the laws of the State of Tennessee, without regard to conflict of law principles. The exclusive jurisdiction for any disputes shall be the state and federal courts located in Maury County, Tennessee.
Resolution Process
- Direct Communication: We encourage direct communication to resolve issues promptly and professionally
- Formal Notice: Written notice describing the dispute must be provided with 30 days to cure
- Mediation: If unresolved, disputes may be submitted to binding mediation in Tennessee
- Litigation: As a last resort, disputes will be resolved in Tennessee courts
Class Action Waiver
You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
Termination
Termination Rights
- Either Party: May terminate ongoing services with 30 days written notice
- For Cause: Immediate termination for material breach, fraud, or illegal activity
- Convenience: Project-based work continues until completion unless mutually agreed otherwise
Effects of Termination
- Payment obligations survive for work completed before termination
- Confidentiality obligations continue indefinitely
- You retain ownership of custom work delivered and paid for
- We will provide reasonable transition assistance (fees may apply)
- Data return or destruction will be handled per our Privacy Policy
General Provisions
Entire Agreement
These terms, together with our Privacy Policy and any written project agreements, constitute the entire agreement between us.
Severability
If any provision is found unenforceable, the remaining terms will continue in full force and effect.
Assignment
You may not assign these terms without our written consent. We may assign our rights and obligations with notice.
Waiver
Failure to enforce any provision does not constitute a waiver of our rights to enforce it later.
Modifications
We may update these terms from time to time. When we make material changes:
- We will update the "Last Updated" date
- We will provide notice via email or website announcement
- Continued use constitutes acceptance of updated terms
- Existing project contracts are not affected unless separately amended
Questions About These Terms?
If you have questions about these Terms of Service or need clarification about our services, please contact us:
Legal Contact
Convergent Studios LLC
Maury County, Tennessee 38401
Email: contact@convergent-software.com
Phone: (615) 492-0053
Business Hours
Monday - Friday: 8:00 AM - 6:00 PM CT
Emergency Support: 24/7 for enterprise clients
Response Time: Within 2 business days
Legal Matters: Within 5 business days