Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using this website, or by engaging our services in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and all applicable laws and regulations. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

We reserve the right to update, modify, or replace any part of these Terms at our sole discretion. Changes will be effective immediately upon posting to this page, with the "Last Updated" date revised accordingly. Your continued use of the Services following any changes constitutes your acceptance of the modified Terms. We encourage you to review this page periodically.

2. Definitions

The following definitions apply throughout these Terms of Service:

• "Company," "we," "us," "our" — TUA-CASA, LLC, a limited liability company organized under the laws of the State of Ohio, with its principal place of business at 716 MOUNT AIRYSHIRE BLVD STE 100, COLUMBUS, OH 43235.
• "Client," "you," "your" — The individual or entity accessing or using the Services, or on whose behalf the Services are accessed or used.
• "Services" — All professional services, products, software, systems design, technical consulting, integration, support, and any other deliverables provided by TUA-CASA, LLC, including but not limited to those accessible via our website or through a separate service agreement.
• "Website" — The TUA-CASA, LLC website located at the domain operated by the Company, including all subdomains, pages, features, and content.
• "Content" — All text, images, data, software, code, documentation, designs, graphics, audio, video, and other materials displayed, transmitted, or available through the Services.
• "Service Agreement" — A separate written agreement executed between the Company and a Client that governs the provision of specific professional services and supplements these Terms.
• "Confidential Information" — Any non-public information, technical data, trade secrets, business strategies, client lists, financial information, and proprietary materials disclosed by one party to the other, whether orally or in writing, and whether before or after the effective date of these Terms.
• "Intellectual Property Rights" — All patents, copyrights, trademarks, trade secrets, moral rights, and any other proprietary rights recognized in any jurisdiction worldwide.

3. Use of the Website

3.1 Eligibility

By using the Website, you represent and warrant that: (a) you are at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; (b) you have the legal capacity to enter into a binding agreement; (c) you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist-supporting" country; and (d) you are not listed on any U.S. government list of prohibited or restricted parties.

3.2 Permitted Use

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Website for lawful purposes only. You agree not to:

• Use the Website in any way that violates any applicable federal, state, local, or international law or regulation;
• Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm TUA-CASA, LLC or users of the Website;
• Use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission;
• Introduce any viruses, Trojan horses, worms, logic bombs, or other malicious or technologically harmful material;
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website;
• Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Website without our prior written consent;
• Use the Website to transmit any unsolicited or unauthorized advertising, promotional materials, spam, or any other form of solicitation.

3.3 Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement thereof) are owned by TUA-CASA, LLC, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The TUA-CASA, LLC name, the company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of TUA-CASA, LLC or its affiliates or licensors. You must not use such marks without the prior written permission of TUA-CASA, LLC. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by TUA-CASA, LLC. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

4. Services and Engagements

4.1 Service Agreements

For engagements involving the provision of professional services beyond general website access, TUA-CASA, LLC and the Client will enter into a separate Service Agreement. Each Service Agreement will define the specific scope of work, deliverables, timelines, fees, payment terms, and any project-specific terms. The Service Agreement will incorporate these Terms by reference. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement will control with respect to the subject matter of that specific engagement.

4.2 Proposals

Proposals submitted by TUA-CASA, LLC to prospective Clients are valid for the period stated therein. Any acceptance of a proposal must be in writing and signed by an authorized representative of both parties. TUA-CASA, LLC reserves the right to modify, withdraw, or revoke any proposal at any time prior to the execution of a Service Agreement. Proposal documents, including all specifications, pricing, and methodologies, constitute Confidential Information of TUA-CASA, LLC and may not be disclosed to any third party without our prior written consent.

4.3 Client Responsibilities

To enable TUA-CASA, LLC to perform the Services effectively, the Client agrees to:

• Provide timely access to relevant personnel, information, systems, facilities, and data reasonably necessary for the performance of the Services;
• Designate a point of contact authorized to make decisions and provide approvals on behalf of the Client;
• Make timely decisions and provide feedback as required to maintain project schedules;
• Ensure that all information, materials, and data provided to TUA-CASA, LLC are accurate, complete, and do not infringe upon the rights of any third party;
• Comply with all applicable laws, regulations, and industry standards in connection with the use of the Services and deliverables;
• Provide a safe and accessible work environment for TUA-CASA, LLC personnel when on-site work is required.

Any delays or increased costs resulting from the Client's failure to fulfill these responsibilities may result in adjustments to project timelines and fees, as reasonably determined by TUA-CASA, LLC.

4.4 Confidentiality

Both parties acknowledge that during the course of any engagement, they may receive Confidential Information from the other party. The receiving party agrees to:

• Maintain the confidentiality of all Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than a reasonable standard of care;
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party;
• Use Confidential Information solely for the purpose of performing or receiving the Services, as applicable;
• Limit access to Confidential Information to those employees, contractors, and advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided the receiving party gives prompt notice to the disclosing party to allow for a protective order or other appropriate relief.

The confidentiality obligations set forth in this Section 4.4 will survive the termination or expiration of these Terms and any Service Agreement for a period of five (5) years, or indefinitely for trade secrets.

5. Fees and Payment

Fees for professional services will be as set forth in the applicable Service Agreement or as otherwise mutually agreed upon in writing. Unless otherwise stated, all fees are quoted and payable in United States Dollars (USD).

Payment terms are as specified in the applicable Service Agreement. Invoices are due and payable within thirty (30) days of the invoice date, unless otherwise agreed in writing. TUA-CASA, LLC reserves the right to charge interest on overdue amounts at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the due date until the date of payment.

The Client shall reimburse TUA-CASA, LLC for all reasonable out-of-pocket expenses incurred in connection with the performance of the Services, including but not limited to travel, lodging, meals, software licenses, third-party services, and material costs, unless otherwise specified in the Service Agreement.

All fees are exclusive of all federal, state, local, or foreign taxes, duties, levies, or similar assessments (collectively, "Taxes"). The Client is responsible for paying all Taxes associated with its use of the Services and purchases hereunder, excluding taxes based on TUA-CASA, LLC's net income. If TUA-CASA, LLC is required to collect or pay any Taxes, such Taxes will be invoiced to the Client, unless the Client provides a valid tax exemption certificate.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TUA-CASA, LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TUA-CASA, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TUA-CASA, LLC'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO TUA-CASA, LLC DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000.00).

The limitations set forth in this Section 6 will apply even if any remedy fails of its essential purpose and notwithstanding any contrary provision in these Terms.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above exclusions or limitations may not apply to you. In such jurisdictions, TUA-CASA, LLC's liability will be limited to the greatest extent permitted by applicable law.

7. Indemnification

The Client agrees to defend, indemnify, and hold harmless TUA-CASA, LLC, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to reasonable attorneys' fees) arising from:

• The Client's use of and access to the Services;
• The Client's violation of any term of these Terms;
• The Client's violation of any third-party right, including any intellectual property right, privacy right, or proprietary right;
• The Client's violation of any applicable law, regulation, or ordinance;
• Any content, data, or materials provided, uploaded, or transmitted by the Client through the Services or to TUA-CASA, LLC in connection with an engagement;
• Any negligent or wrongful act or omission by the Client or its employees, agents, contractors, or representatives.

TUA-CASA, LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Client, in which event the Client will cooperate with TUA-CASA, LLC in asserting any available defenses. The Client shall not settle any claim subject to indemnification under this Section without the prior written consent of TUA-CASA, LLC.

8. Disclaimer of Warranties

THE SERVICES AND ALL CONTENT PROVIDED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TUA-CASA, LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

TUA-CASA, LLC does not warrant that: (a) the Services will function uninterrupted, secure, or available at any particular time or location; (b) any errors or defects will be corrected; (c) the Services are free of viruses or other harmful components; or (d) the results of using the Services will meet your requirements.

No advice or information, whether oral or written, obtained by you from TUA-CASA, LLC or through the Services shall create any warranty not expressly stated in these Terms.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In such jurisdictions, TUA-CASA, LLC's warranties will be limited to the greatest extent permitted by applicable law.

9. Termination

These Terms remain in full force and effect while you use the Services. TUA-CASA, LLC may terminate or suspend your access to the Services at any time, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

For Services provided under a separate Service Agreement, termination rights and obligations will be as set forth in that Service Agreement. In the absence of such provisions, either party may terminate a Service Agreement upon thirty (30) days' written notice to the other party. Upon termination of a Service Agreement, the Client shall pay TUA-CASA, LLC for all Services rendered and expenses incurred up to the effective date of termination, plus reasonable termination-related costs.

10. Governing Law and Dispute Resolution

Governing Law: These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction).

Venue: Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal or state courts located in Franklin County, Ohio, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Informal Resolution: Before initiating any formal dispute resolution proceeding, the parties agree to attempt to resolve any dispute informally by contacting the other party in writing. Each party agrees to engage in good faith negotiations for a period of thirty (30) days before initiating any arbitration or court proceeding.

Arbitration: Any dispute arising out of or relating to these Terms that cannot be resolved through informal negotiation shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Columbus, Ohio, before a single arbitrator. The arbitrator's decision shall be final and binding and may be entered in any court having jurisdiction thereof.

Class Action Waiver: Any proceedings to resolve disputes in any forum will be conducted on an individual basis. Neither party will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding may be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

11. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (except for payment obligations) if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, pandemics, epidemics, government actions or orders, strikes, labor disputes, fire, flood, earthquake, power outages, telecommunications failures, internet service disruptions, cyberattacks, or the failure of third-party suppliers or subcontractors.

The affected party shall promptly notify the other party in writing of the nature and expected duration of the force majeure event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable. If the force majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected Service Agreement without further liability, except that the Client shall pay for all Services rendered prior to the force majeure event.

12. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if it cannot be so modified, it shall be severed. The validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such remaining provisions shall continue in full force and effect.

The parties further agree to replace any invalid, illegal, or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the original provision.

13. Entire Agreement

These Terms, together with any Service Agreements, exhibits, schedules, and other documents incorporated by reference, constitute the entire and exclusive agreement between you and TUA-CASA, LLC with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to such subject matter.

The parties acknowledge that they have not relied upon any statement, representation, warranty, or assurance (whether negligently or innocently made) other than those expressly set forth in these Terms and any applicable Service Agreement.

14. Waiver

No waiver by either party of any term or condition set forth in these Terms or of any breach or default by the other party shall be deemed a waiver of any other term, condition, breach, or default, whether of a similar or different nature, nor shall any waiver constitute a continuing waiver. No waiver shall be effective unless made in writing and signed by the waiving party.

The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any single or partial exercise of any right or remedy shall not preclude or restrict the further exercise of any such right or remedy.

15. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us using the information below: