Terms of Service

These Terms of Service constitute a legally binding agreement between you, the user or client, and EDWALLA LLC, a limited liability company registered in the United States with its principal place of business at 722 Forestview Dr, Sarasota, FL 34232-2456. The developer of this website and the services offered herein is Edwalla.

By accessing our website, submitting an inquiry, requesting a consultation, or entering into a service agreement with us, you represent that you are at least 18 years of age and have the legal capacity to enter into a binding contract. If you are using our services on behalf of an organization, you represent that you have the authority to bind that organization to these terms, and in such case the terms you and your shall refer to that organization.

These terms apply to all visitors, users, clients, and any other party who accesses or uses our website or services. Additional terms, such as a Statement of Work or Master Services Agreement, may apply to specific engagements and will supplement, but not replace, these Terms of Service unless explicitly stated otherwise in a signed written agreement.

EDWALLA LLC provides professional services in the field of computer systems design and related services, operating within the Professional, Scientific, and Technical Services sector. Our core offerings include but are not limited to:

• Infrastructure Architecture: Design and planning of scalable server environments, network topologies, data center layouts, and hardware specification for enterprise-grade deployments.
• Cloud and Hybrid Orchestration: Architecture, deployment, and management of multi-cloud and hybrid infrastructure environments including automated provisioning, container orchestration, and seamless on-premise integration.
• Custom Systems Integration: Development of middleware layers, API gateways, and data pipelines that unify disparate enterprise platforms into a cohesive operational fabric.
• Edge Computing Solutions: Deployment of distributed compute resources at the network edge to reduce latency for IoT ecosystems, real-time analytics, and geographically distributed operations.
• Performance Optimization: Systematic analysis of existing systems to identify bottlenecks, improve throughput, reduce latency, and optimize resource utilization.
• Security and Compliance Engineering: Integration of threat modeling, zero-trust architectures, vulnerability management, and automated compliance monitoring into system designs.

The specific scope, deliverables, timeline, and acceptance criteria for any project shall be defined in a separate written agreement, proposal, or Statement of Work executed by both parties. EDWALLA LLC reserves the right to modify, suspend, or discontinue any aspect of its service offerings at its discretion, provided that such changes shall not affect ongoing engagements governed by an active written agreement.

When using the Edwalla website and services, you agree to comply with all applicable local, state, national, and international laws and regulations. You further agree that you will not:

• Use our website or services for any unlawful purpose or in violation of any applicable law or regulation.
• Attempt to gain unauthorized access to any part of our systems, networks, or servers, or interfere with the proper functioning of our infrastructure through denial-of-service attacks, vulnerability probing, or similar activities.
• Transmit any viruses, malware, ransomware, worms, Trojan horses, or any other code of a destructive or disruptive nature through our website or communication channels.
• Engage in any activity that imposes an unreasonable or disproportionately large load on our infrastructure, as determined by us in our reasonable discretion.
• Scrape, crawl, or employ any automated means to extract data from our website without our prior written consent.
• Misrepresent your identity, impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Use our services to develop, deploy, or maintain systems that infringe upon the intellectual property rights or privacy rights of any third party.

All content, design elements, graphics, logos, text, images, software code, documentation, and other materials displayed on the Edwalla website at https://www.edwalla.buzz are the exclusive property of EDWALLA LLC or its licensors and are protected by United States and international copyright, trademark, and other intellectual property laws.

The name Edwalla, the Edwalla logo, and all related names, marks, and symbols are trademarks of EDWALLA LLC. You may not use, reproduce, or display these trademarks without our prior written permission. Nothing in these Terms of Service grants you any right, title, or interest in our intellectual property except the limited right to access and use our website for its intended purpose.

With respect to deliverables created during a service engagement, intellectual property ownership shall be governed by the terms of the applicable Statement of Work or Master Services Agreement. In the absence of specific contractual provisions to the contrary, EDWALLA LLC retains ownership of all pre-existing tools, frameworks, methodologies, and code libraries used in the delivery of services (our Background IP), while the client retains ownership of all deliverables specifically created for them, subject to our continuing right to use Background IP in our business.

Any feedback, suggestions, or ideas you provide to us regarding our services or website may be used by us without restriction or obligation to compensate you, and you grant us a perpetual, irrevocable, worldwide, royalty-free license to incorporate such feedback into our services.

The fees for our professional services are determined on a per-engagement basis and will be specified in the applicable proposal, Statement of Work, or service agreement. Unless otherwise stated in writing, all fees are quoted in United States Dollars and are exclusive of applicable taxes, which shall be the responsibility of the client.

Payment terms, including invoicing schedules, due dates, accepted payment methods, and any applicable late payment penalties, shall be set forth in the governing service agreement. EDWALLA LLC reserves the right to suspend or terminate services if payment is not received within the agreed-upon timeframe after written notice to the client and a reasonable cure period.

For any services provided on a time-and-materials basis, you acknowledge that cost estimates are non-binding approximations and that actual costs may vary based on project complexity, scope changes, and unforeseen technical requirements discovered during the course of the engagement. We will communicate any material changes to estimated costs before incurring additional charges.

In the course of providing services, EDWALLA LLC may receive or have access to confidential information belonging to you, including technical specifications, business plans, trade secrets, system architectures, proprietary data, and other non-public information. We agree to hold all such confidential information in strict confidence and to use it solely for the purpose of performing our obligations under the applicable service agreement.

Confidential information does not include information that is publicly available through no breach of these terms by the receiving party, was independently developed without reference to the disclosing party's confidential information, was rightfully received from a third party without confidentiality obligations, or is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt notice to the disclosing party to allow for protective measures.

Our confidentiality obligations shall survive the termination of any service agreement and these Terms of Service for a period of three years, or indefinitely with respect to trade secrets as defined by applicable law.

To the fullest extent permitted by applicable law, EDWALLA LLC, its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, business interruption, or loss of goodwill, arising out of or in connection with these Terms of Service, the use of our website, or the provision of our services, regardless of the legal theory under which such damages are sought and even if we have been advised of the possibility of such damages.

The aggregate liability of EDWALLA LLC for any and all claims arising out of or relating to these Terms of Service or the services provided hereunder shall not exceed the total amount of fees actually paid by you to EDWALLA LLC during the twelve-month period immediately preceding the event giving rise to the claim. In the case of claims relating to a specific project engagement, liability shall be capped at the total fees paid for that specific engagement.

The Edwalla website and all services provided by EDWALLA LLC are provided on an as is and as available basis, without warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, EDWALLA LLC expressly disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from course of dealing, course of performance, or usage of trade.

Without limiting the foregoing, EDWALLA LLC does not warrant that the website will be uninterrupted, error-free, secure, or free from viruses or other harmful components; that any defects or errors will be corrected; or that the results obtained from the use of our services will be accurate, reliable, or meet your expectations. We make no representations or warranties regarding the accuracy, completeness, or timeliness of any information provided on the website.

For professional services engagements, any warranties regarding deliverables, performance standards, or service levels shall be set forth exclusively in the governing Statement of Work or services agreement and shall not be implied from these general Terms of Service.

You agree to indemnify, defend, and hold harmless EDWALLA LLC, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses, including reasonable attorneys fees, arising out of or related to your use of our website or services, your violation of these Terms of Service, your violation of any applicable law or regulation, or your infringement of any third-party rights, including intellectual property and privacy rights.

EDWALLA LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate fully with us in asserting any available defenses. You shall not settle any claim that imposes any obligation, liability, or admission of fault on EDWALLA LLC without our prior written consent.

These Terms of Service remain in effect until terminated by either party. You may terminate these terms at any time by ceasing all use of our website and notifying us in writing at feedback@edwalla.buzz. EDWALLA LLC may terminate or suspend your access to our website and services, in whole or in part, at any time and for any reason, with or without notice, including but not limited to a breach of these terms.

Termination of these Terms of Service does not automatically terminate any active service engagements, which shall be governed by their own termination provisions. Upon termination of these terms for any reason, all rights and licenses granted to you hereunder shall immediately cease, and you shall promptly destroy all copies of any materials obtained from our website in your possession or control.

The provisions of these Terms of Service that by their nature should survive termination shall so survive, including but not limited to provisions concerning intellectual property, confidentiality, limitation of liability, disclaimer of warranties, indemnification, dispute resolution, and governing law.

Our website may contain links to third-party websites, services, or resources that are not owned or controlled by EDWALLA LLC. We have no control over and assume no responsibility for the content, privacy policies, practices, or availability of any third-party websites or services. You acknowledge and agree that EDWALLA LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party content, goods, or services.

We strongly encourage you to review the terms of service and privacy policies of any third-party websites or services that you visit. The inclusion of any link on our website does not imply our endorsement, sponsorship, or recommendation of the linked website or its operator.

These Terms of Service and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Florida, United States, without giving effect to any principles of conflicts of law that would result in the application of the laws of another jurisdiction.

Any dispute, claim, or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation, or validity thereof shall first be attempted to be resolved through good-faith informal negotiations between the parties. If the dispute cannot be resolved informally within 30 days of written notice from one party to the other, the dispute shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, with the arbitration to take place in Sarasota County, Florida.

Notwithstanding the foregoing, EDWALLA LLC may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or to prevent irreparable harm. You agree to submit to the personal jurisdiction of the state and federal courts located in Sarasota County, Florida, for such purposes.

You agree that any claim or cause of action arising out of or related to these Terms of Service or the use of our website must be filed within one year after such claim or cause of action arose, or it shall be permanently barred. To the fullest extent permitted by law, you waive any right to participate in a class action or class-wide arbitration against EDWALLA LLC.

EDWALLA LLC reserves the right to modify, amend, or replace these Terms of Service at any time at its sole discretion. When we make material changes, we will post the updated terms on this page with a revised effective date and, where reasonably practicable, provide notice through our website or via email to clients with whom we have an active business relationship.

Your continued use of our website or services following the posting of revised Terms of Service constitutes your acceptance of the changes. If you do not agree to the modified terms, you must discontinue use of our website and services. We encourage you to review these Terms of Service periodically to stay informed of any updates.

Changes to these terms shall not apply retroactively to disputes that arose before the effective date of the change. No modification, amendment, or waiver of any provision of these Terms of Service shall be effective unless in writing and signed by an authorized representative of EDWALLA LLC.