Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using our Site, or by engaging our services in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. These Terms apply to all visitors, users, and others who access or use our services. We reserve the right to update or modify these Terms at any time without prior notice. Such changes will be effective immediately upon posting. Your continued use of the Site or services following any modifications constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

2. Description of Services

BLACKWELL MIAMI INC. provides computer systems design and related services within the Professional, Scientific, and Technical Services sector, including but not limited to:

• Systems Design: Bespoke computer architectures, requirements gathering, feasibility analysis, prototyping, and performance modeling optimized for scalability, security, and cost efficiency.
• Integration: API development, middleware configuration, legacy system migration, and cross-platform synchronization for streamlined business operations.
• Cloud and DevOps: Cloud-native solutions across AWS, Azure, and GCP, including Kubernetes, serverless computing, CI/CD pipeline setup, and infrastructure-as-code.
• Security: Comprehensive cybersecurity services including vulnerability assessments, penetration testing, compliance audits, and incident response planning.
• Data and Analytics: Robust ETL pipelines, data warehousing, real-time analytics dashboards, and machine learning infrastructure using modern big data technologies.
• Consulting: Strategic digital transformation roadmaps, technology evaluation, IT governance advisory, and operational optimization.

The specific scope, deliverables, timelines, and fees for each project will be defined in separate agreements or statements of work executed between us and the client. No services shall be deemed to include any work not expressly set forth in such agreements.

3. Use of the Website

3.1 Eligibility

You must be at least 16 years of age to use our Site and services. By using our Site, you represent and warrant that you meet this eligibility requirement.

3.2 Permitted Use

You may use our Site and services solely for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Site or services in any way that violates applicable local, state, national, or international law or regulation.
• Engage in any unauthorized access to our systems, networks, or data.
• Attempt to interfere with or compromise the integrity, security, or functionality of the Site.
• Transmit viruses, malware, or other malicious or harmful code.
• Use automated means such as bots, scrapers, or crawlers to access or extract data from the Site without our prior written consent.
• Falsely imply any affiliation with us or misrepresent your identity or relationship with any person or entity.
• Use our Site or services for any unlawful, harmful, fraudulent, or deceptive purpose.

3.3 Account Responsibility

If you create an account or engage us for services, you are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use or security breach.

4. Intellectual Property Rights

All content on our Site, including but not limited to text, graphics, logos, images, audio clips, digital downloads, data compilations, software, and design elements, is the property of BLACKWELL MIAMI INC. or its licensors and is protected by United States and international copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, create derivative works from, publicly display, or exploit any content from our Site without our prior express written consent.

Upon full payment for services, we grant our clients a limited, non-exclusive, non-transferable license to use the deliverables specifically created for them under a signed statement of work. This license does not include the right to sublicense, resell, or distribute the deliverables to third parties without our prior written consent.

5. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary information disclosed during the course of any engagement. Confidential information includes business plans, technical data, source code, trade secrets, client lists, financial information, and any other non-public information designated as confidential. The receiving party shall use such information solely for the purpose of performing obligations under the applicable agreement and shall not disclose it to any third party without the disclosing party's prior written consent. This obligation survives termination of the engagement for a period of five years.

6. Client Responsibilities

Clients engaging our services agree to:

• Provide accurate, complete, and timely information and materials necessary for us to perform the services.
• Designate a representative authorized to make decisions and provide approvals on behalf of the client.
• Provide timely feedback, approvals, and decisions to avoid project delays.
• Grant us the necessary access, permissions, and rights to client systems and data required to perform the services.
• Comply with all applicable laws and regulations in their use of our services and deliverables.
• Pay all fees and expenses in accordance with the payment terms set forth in the applicable agreement.

7. Fees and Payment

Fees for services will be as set forth in each statement of work or service agreement. Payment terms are net 30 days from the date of invoice unless otherwise specified. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. All fees are non-refundable except as expressly provided in the applicable agreement. Client shall be responsible for all applicable taxes, duties, and assessments imposed by any governmental authority related to the services.

8. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall BLACKWELL MIAMI INC., its officers, directors, employees, or agents be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of or in connection with the use of our Site, services, or deliverables, whether based on contract, tort, negligence, strict liability, or otherwise, even if we have been advised of the possibility of such damages.

Our total cumulative liability arising out of or related to these Terms or our services shall not exceed the total fees paid by the client for the specific services giving rise to the claim during the twelve-month period preceding the event giving rise to liability. This limitation applies to all causes of action in the aggregate.

9. Indemnification

You agree to indemnify, defend, and hold harmless BLACKWELL MIAMI INC., its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Your use of or access to our Site or services in violation of these Terms.
• Your violation of any third-party rights, including intellectual property or privacy rights.
• Your violation of any applicable law, regulation, or ordinance.
• Any content or materials you submit, post, or transmit through our Site.

10. Warranties and Disclaimers

Our services will be performed in a professional and workmanlike manner in accordance with industry standards. We warrant that deliverables will conform to the specifications set forth in the applicable statement of work for a period of 90 days following delivery. The exclusive remedy for breach of this warranty shall be, at our option, correction of the non-conforming deliverables or refund of the fees paid for those deliverables.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, OUR SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Termination

Either party may terminate a service agreement for convenience upon 30 days' written notice. Either party may terminate immediately upon written notice if the other party materially breaches any provision of the agreement and fails to cure such breach within 15 days of receiving written notice thereof. Upon termination, the client shall pay for all services rendered through the effective date of termination. Sections 4, 5, 7, 8, 9, 10, 13, and 17 shall survive termination.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemics, strikes, labor disputes, power outages, network failures, or interruption of internet services. The affected party shall provide prompt written notice of the force majeure event and shall use reasonable efforts to resume performance as soon as practicable.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Ohio and the federal laws of the United States, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms or our services shall first be resolved through good-faith negotiations. If the dispute cannot be resolved within 30 days, it shall be submitted to binding arbitration in Miami County, Ohio, in accordance with the rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court having jurisdiction.

14. Entire Agreement

These Terms, together with our Privacy Policy and any applicable statements of work, constitute the entire agreement between you and BLACKWELL MIAMI INC. regarding your use of our Site and services, superseding any prior agreements, communications, or understandings, whether oral or written.

15. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving its intent.

16. Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. All waivers must be in writing and signed by the waiving party.

17. Contact Information

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

BLACKWELL MIAMI INC.
8250 N MIAMI AVE MIAMI, OH 33150
Miami, Ohio, United States
Email: support@blackwellmi.shop
Phone: +1(346)657-6481