Terms and Conditions

Business Classification

Shadow Software LLC is a Florida software development company (Tax ID 35-2760360), headquartered at 7901 4th St N STE 300, Saint Petersburg, FL 33702 and operating since October 2019. Its services map to the following merchant category codes ("MCCs"):

Service	MCC	Category	Description
Software Consultancy & Development	7372	Prepackaged Software	Custom software development, platform builds, integrations, and engineering consulting engagements billed by project or retainer.
Computer Services (General)	7379	Computer Services NEC	Ancillary computer services, automation builds, scripting, and technical work not otherwise classified above.

The Company is a service business; all deliverables are professional services rendered directly by Shadow Software LLC and its retained personnel.

General

By engaging Shadow Software LLC ("we," "us," "our," or "Company") for software development or professional consulting Services — whether through shadowsoftware.com or through traditional invoiced arrangements — you agree to the following terms. Your use of the Services is entirely at your own discretion and subject to these Terms and Conditions.

You may not copy, modify, or attempt to extract the source code of any software, deliverables, or platform components produced by Shadow Software LLC in the course of providing Services, translate the same into other languages, or create derivative works. All trademarks, copyrights, and intellectual property associated with the Company's Services and deliverables belong exclusively to Shadow Software LLC, except where ownership of a specific deliverable has been assigned to the Client in writing under a Statement of Work.

The Company's Services are delivered as professional services. Clients do not have exclusive rights to the Company's design, functionality, methodology, or operating procedures. You may use deliverables for business operations, but no ownership or exclusivity is granted regarding underlying tools, frameworks, or systems used to produce them.

Shadow Software LLC reserves the right to modify its Services, or to adjust pricing, at any time, while maintaining transparency regarding fees.

The Company may collect and process personal data necessary to provide the Services. You are responsible for securing your device and login credentials for any portals the Company provides as part of the Services.

While we strive to keep our Services and any related materials updated and accurate, we rely on third-party information and cannot be held liable for losses — direct or indirect — resulting from reliance on the Services.

Software Consultancy & Development Services

Shadow Software LLC provides custom software development, platform builds, system integrations, automation engineering, and technical advisory work on a per-engagement basis. Pricing is quoted individually and may be structured as a fixed-price project, a monthly retainer, or hourly time-and-materials. Each engagement is documented in a separate Statement of Work.

• Engagement Models: Fixed-price project, monthly retainer, or hourly time-and-materials.
• Billing: Invoiced on Net 15 terms (see Payment, Refunds & Billing).
• Deliverables: Defined per engagement in the applicable Statement of Work.
• Intellectual Property: Ownership of custom-developed deliverables is set out in the applicable Statement of Work; absent contrary written terms, all pre-existing tools, frameworks, and reusable components remain the property of Shadow Software LLC.

Payment, Refunds & Billing

Payment Terms

All payments are due in accordance with the terms set out in the applicable Statement of Work or invoice. Monthly retainer fees are billed in advance on a recurring basis. One-time and project-based fees are charged in accordance with the agreed engagement schedule.

Net 15 Invoice Terms

For clients with approved credit or invoice-based billing arrangements, payment is due within fifteen (15) days from the invoice date ("Net 15"). The invoice date shall be the date the invoice is issued by Shadow Software LLC.

Late Payment Penalties

If payment is not received within the Net 15 period, the following penalties shall apply:

• Late Fee: $25.00 on any invoice not paid within the Net 15 period.
• Interest on Outstanding Balance: 1.5% per month (18% APR), compounded monthly, beginning on the sixteenth (16th) day after the invoice date.
• Accrual: Continues until the balance, late fees, and accumulated interest are paid in full.
• Service Suspension: Shadow Software LLC may suspend or terminate services for any account with an invoice outstanding more than thirty (30) days past due.

By entering into an invoice-based billing arrangement, you acknowledge and agree to these late payment terms and authorize the assessment of late fees and interest as described herein.

No Refund Policy

ALL TRANSACTIONS ARE FINAL AND NON-REFUNDABLE. Work begins immediately upon payment and fees are earned as the work is performed. Shadow Software LLC does not offer refunds for any reason, including but not limited to:

• Change of mind or business direction;
• Dissatisfaction with service results;
• Failure to provide required access or information;
• Early termination of an engagement;
• Unused portions of prepaid retainers or subscription periods;
• Setup or onboarding fees, regardless of whether setup is completed.

By completing a purchase or accepting an invoice, you acknowledge and accept this no-refund policy and confirm that you understand work begins immediately upon payment.

Cancellation

Recurring retainers and subscriptions renew automatically each billing period until cancelled. You may cancel at any time to stop future renewals; the current paid period continues until its end and is not pro-rated, and amounts already paid are not refunded.

Billing Disputes

Any billing disputes must be raised within thirty (30) days of the charge date. Initiating a chargeback or payment dispute without first attempting to resolve the issue directly with Shadow Software LLC may result in immediate suspension of services and collection action for any outstanding amounts.

Limitation of Liability

Shadow Software LLC is not liable for any direct, indirect, incidental, consequential, or punitive damages — including lost profits, lost data, or business interruption — arising from the use of, or inability to use, the Services.

Indemnification

You agree to indemnify and hold Shadow Software LLC harmless from all claims, losses, damages, liabilities, costs, and expenses (including attorney fees) arising from your use of the Services, or any violation of these Terms and Conditions.

Service Interruptions

Shadow Software LLC does not guarantee uninterrupted availability of the Services or of shadowsoftware.com, and is not liable for downtime or service interruptions.

No Warranties

The Services, and any software or deliverables produced by Shadow Software LLC in the course of providing them, are provided "as is" and "as available." Shadow Software LLC disclaims all express or implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. No guarantees are made regarding accuracy, reliability, or performance.

Compliance with Laws

You agree to use the Services in full compliance with all applicable laws and regulations. You are solely responsible for any legal consequences resulting from your use of the Services.

Termination

Shadow Software LLC reserves the right to suspend or terminate your access to the Services for any reason, including non-payment or violation of these Terms and Conditions.

Governing Law

These Terms and Conditions are governed by the laws of the State of Florida, USA, without regard to conflict-of-law rules.

Entire Agreement

These Terms and Conditions, together with any applicable Statement of Work, represent the entire agreement between you and Shadow Software LLC concerning your use of the Services, and supersede all prior agreements or understandings.

Changes to These Terms and Conditions

Shadow Software LLC may update these Terms at any time. You are responsible for reviewing the updated version posted on this page.

Contact Us

For questions or suggestions regarding these Terms, contact us through shadowsoftware.com/contact or email legal@shadowsoftware.com.

Definitions

• "Services": All software development and consulting services offered by Shadow Software LLC — whether engaged through shadowsoftware.com or through traditional invoiced arrangements — including custom software development, platform builds, system integrations, automation engineering, and technical advisory work.
• "Software Consultancy & Development" or "Consultancy Services": Custom software development, platform builds, integrations, automation engineering, and technical advisory work delivered under a Statement of Work.
• "MCC": Merchant Category Code, the four-digit classification assigned by payment card networks to identify the nature of a merchant's business. The MCCs applicable to the Company are listed in the Business Classification section above.
• "Software Services": Services classified under MCC 7372 and MCC 7379, including software development, prepackaged software offerings, and ancillary computer services.
• "Statement of Work" or "SOW": A separate written document executed alongside these Terms that defines scope, deliverables, pricing, and timeline for a specific Software Consultancy & Development engagement.
• "Setup Fee": One-time, non-refundable fees charged at the commencement of Services for initial configuration, environment setup, or other preparatory work, where defined in a Statement of Work.
• "Net 15": Payment terms requiring full payment within fifteen (15) days from the invoice date. Failure to pay within this period will result in late fees and interest charges as specified in the Payment, Refunds & Billing section.
• "Late Fee": A flat fee of $25.00 assessed on any invoice not paid within the applicable payment term period.
• "Interest Rate": The rate of 1.5% per month (18% APR) charged on unpaid balances beginning on the sixteenth (16th) day after the invoice date.
• "Client" or "User": Any individual or entity purchasing Services from Shadow Software LLC, whether engaged online or by invoice.
• "Platform": shadowsoftware.com and the technologies used to deliver the Services, whether accessed online or supplied to a Client as part of an invoiced engagement.
• "Account": A user account created to access services provided by Shadow Software LLC.
• "Third-Party Partners": Independent businesses, contractors, or service providers utilized by Shadow Software LLC in the delivery of Services, including but not limited to hosting services and software technology providers.

Related document: Privacy Policy