Last Updated: November 29, 2025
Company Name: NY SOFTWARE & IT
Date of Incorporation: November 29, 2025
Primary Jurisdiction: United States of America – State of Florida – Miami

1. General Information and Purpose of This Disclaimer

(a) This Disclaimer (the “Disclaimer”) is issued by NY Software & IT, a company founded on November 29, 2025, in the State of Florida, United States, and is intended to serve as a comprehensive, legally binding limitation of liability, risk allocation instrument, and defensive legal notice governing all access to, use of, reliance upon, or interaction with the Company’s websites, software, platforms, documentation, communications, services, deliverables, and related materials. This Disclaimer is drafted with the express intent of providing the maximum level of legal protection to the Company as permitted under applicable U.S. federal and state law.

This Disclaimer must be read in conjunction with, and is expressly incorporated by reference into, the Company’s Terms & Conditions and Privacy Policy. In the event of any perceived conflict, the provisions most favorable to limiting the Company’s liability and exposure shall control to the fullest extent permitted by law. No interpretation shall be made against the Company as the drafting party.

(b) The purpose of this Disclaimer is to clearly define the boundaries of responsibility, establish that all services and information are provided on an “AS IS,” “AS AVAILABLE,” and “WITH ALL FAULTS” basis, and to expressly disclaim any duty, obligation, guarantee, warranty, or assurance not explicitly required by law or set forth in a separate written agreement signed by an authorized officer of the Company.

This Disclaimer exists to prevent reliance, misinterpretation, assumption of guarantees, or expansion of liability beyond what the Company has knowingly and expressly accepted. Users and clients acknowledge that technology services inherently involve uncertainty, variability, and risk.

(c) By accessing or using any Company service, the user irrevocably agrees that this Disclaimer constitutes a legally enforceable agreement, supported by valid consideration, and that such use constitutes informed consent to all limitations, exclusions, and risk allocations contained herein.

(d) This Disclaimer shall apply regardless of whether a claim arises in contract, tort, negligence, strict liability, statute, equity, or any other legal theory, and regardless of whether the Company has been advised of the possibility of such damages.

(e) No oral statements, marketing materials, proposals, emails, or informal communications shall modify, override, or supersede this Disclaimer unless expressly stated in a written agreement executed by the Company.

2. No Professional Advice Disclaimer

(a) NY Software & IT does not provide legal advice, regulatory advice, compliance certification, medical advice, healthcare advice, financial advice, tax advice, accounting advice, cybersecurity certification, or insurance advice under any circumstances. Any information, guidance, configurations, recommendations, or opinions provided by the Company are strictly technical and informational in nature.

Users acknowledge that laws, regulations, and compliance obligations—including but not limited to HIPAA, GDPR, CCPA/CPRA, FIPA, and industry-specific regulations—are complex, evolving, and highly dependent on individual circumstances. The Company does not assume responsibility for interpreting or ensuring compliance with such laws unless expressly agreed in a separate written contract.

(b) Any statements regarding “best practices,” “security,” “compliance,” “readiness,” or “alignment” are provided solely as general information and shall not be construed as professional assurances, certifications, or guarantees of regulatory compliance.

Reliance on any such information is done entirely at the user’s own risk. The Company expressly disclaims any liability arising from decisions, actions, or omissions taken based on information provided.

(c) Users are solely responsible for engaging qualified attorneys, compliance officers, auditors, healthcare compliance professionals, or other licensed experts to evaluate their legal and regulatory obligations.

(d) No fiduciary relationship, advisory relationship, partnership, joint venture, or agency relationship is created by the provision of services or information.

(e) Any claim that the Company provided professional advice is expressly waived to the maximum extent permitted by law.

3. Technology and IT Services Disclaimer

(a) Information technology systems, networks, software, hardware, and digital infrastructure are inherently complex and subject to risks including failures, defects, incompatibilities, vulnerabilities, outages, cyber incidents, data corruption, and third-party disruptions.

The Company does not warrant or guarantee uninterrupted, error-free, secure, or flawless operation of any IT system, service, or deliverable. Performance may vary based on environment, usage, configuration, third-party dependencies, user behavior, and external factors beyond the Company’s control.

(b) The Company expressly disclaims responsibility for system limitations, legacy infrastructure constraints, third-party software defects, vendor outages, internet service failures, cloud provider interruptions, or force majeure events.

(c) All IT services are provided without any warranty of fitness for a particular purpose, merchantability, non-infringement, or suitability for any specific operational, business, or regulatory requirement.

(d) Users acknowledge that no IT service can eliminate all risks and that residual risk will always remain.

(e) The Company shall not be liable for business interruption, loss of profits, loss of data, reputational harm, or indirect damages arising from IT services.

4. Custom Software Development Disclaimer

(a) All custom software, applications, integrations, and code—including but not limited to solutions developed in C#, web applications, APIs, and internal tools—are developed strictly based on client-provided requirements, specifications, documentation, and approvals.

The Company assumes that all requirements provided by the client are accurate, lawful, complete, and sufficient. The Company does not verify the legal, regulatory, or operational adequacy of such requirements.

(b) Custom software development inherently involves complexity, iterative refinement, and technical trade-offs. The Company does not warrant that custom software will be error-free, fully secure, or capable of meeting all current or future business, compliance, or regulatory needs.

(c) Software may contain bugs, limitations, vulnerabilities, or defects, and the presence of such issues shall not constitute a breach unless expressly stated in a written agreement.

(d) Any post-delivery modification, third-party alteration, reverse engineering, or unauthorized change voids all responsibility and liability.

(e) Maintenance, updates, security patches, and long-term support are not implied and must be expressly contracted.

5. Website and Digital Platform Disclaimer

(a) Websites, web applications, and digital platforms developed or maintained by the Company are provided without any guarantee of performance, uptime, search engine rankings, traffic volume, conversion rates, revenue generation, accessibility compliance, or compatibility with all devices and browsers.

(b) The Company does not guarantee compliance with ADA, WCAG, SEO standards, or platform-specific policies unless expressly agreed in writing.

(c) Websites frequently rely on third-party hosting providers, plugins, frameworks, libraries, APIs, and content delivery networks, all of which operate independently of the Company and may introduce vulnerabilities, outages, or changes.

(d) Client-provided content, images, trademarks, data, and materials are the sole responsibility of the client, and the Company disclaims all liability arising therefrom.

(e) The Company shall not be liable for data loss, hacking incidents, downtime, or user-generated content interactions related to websites or platforms.

6. Cybersecurity and Data Protection Disclaimer

(a) The Company acknowledges the importance of cybersecurity and data protection; however, users expressly understand and agree that no system, network, software, infrastructure, or security control is ever completely secure or immune from cyber threats. Cyber risks evolve continuously and may include, without limitation, malware, ransomware, phishing, zero-day exploits, insider threats, misconfigurations, human error, and sophisticated nation-state or criminal attacks.

The Company implements commercially reasonable administrative, technical, and organizational safeguards consistent with industry standards; however, such measures do not constitute a guarantee, warranty, or assurance that unauthorized access, disclosure, alteration, loss, or destruction of data will not occur.

(b) The Company expressly disclaims any representation that its services will prevent, detect, mitigate, or remediate all cybersecurity incidents. Security outcomes depend on numerous factors beyond the Company’s control, including user behavior, endpoint hygiene, third-party software, cloud providers, internet service providers, and evolving threat landscapes.

Users acknowledge that residual risk remains at all times, regardless of security measures implemented.

(c) The Company shall not be liable for damages arising from cybersecurity incidents, including but not limited to data breaches, service interruptions, system compromises, loss of confidentiality, reputational harm, regulatory investigations, fines, or penalties, except to the extent expressly required by applicable law and only where a written agreement provides otherwise.

(d) Users are solely responsible for implementing appropriate internal security policies, access controls, password management, employee training, incident response planning, and compliance programs.

(e) Any cybersecurity recommendations provided are informational only and do not constitute guarantees of protection or compliance.

7. HIPAA and Healthcare Disclaimer

(a) NY Software & IT is not a “Business Associate” as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) unless and until a separate, written Business Associate Agreement (“BAA”) is executed by an authorized officer of the Company.

Absent an executed BAA, the Company assumes no obligations, responsibilities, or liabilities with respect to Protected Health Information (“PHI”), electronic PHI (“ePHI”), or any healthcare data.

(b) Users and clients operating in healthcare or handling PHI are solely responsible for determining their HIPAA status, compliance obligations, and regulatory requirements.

The Company does not warrant or guarantee that its services, systems, or configurations satisfy HIPAA Security Rule, Privacy Rule, or Breach Notification Rule requirements unless expressly agreed in writing.

(c) Any references to “HIPAA-ready,” “HIPAA-aligned,” or similar terminology are descriptive only and shall not be construed as certifications, assurances, or guarantees of compliance.

(d) The Company expressly disclaims liability for HIPAA violations, enforcement actions, audits, penalties, corrective action plans, or breach notifications arising from client use of the services.

(e) Regulatory fines, penalties, remediation costs, and reporting obligations remain solely the responsibility of the client.

8. GDPR and International Privacy Disclaimer

(a) The Company processes personal data in accordance with the General Data Protection Regulation (“GDPR”) only to the extent and in the circumstances required by applicable law.

The Company does not act as a data controller for client data unless expressly stated in a written agreement and typically operates as a data processor or service provider.

(b) GDPR rights, including access, rectification, erasure, restriction, portability, and objection, are subject to statutory limitations, exemptions, identity verification, and lawful bases for processing.

The Company reserves the right to deny or limit requests where permitted by law.

(c) International data transfers may occur, including transfers to the United States or other jurisdictions with different data protection regimes.

Appropriate safeguards may be implemented where required, but no guarantee of regulatory approval is provided.

(d) The Company disclaims liability for GDPR enforcement actions, fines, or penalties arising from client instructions, data misuse, or unlawful processing.

(e) Compliance responsibilities remain primarily with the data controller.

9. CCPA, CPRA, and State Privacy Laws Disclaimer

(a) The Company complies with applicable U.S. state privacy laws, including the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act (“CPRA”), to the extent required by law.

(b) Consumer rights requests are subject to verification, authentication, statutory exceptions, and limitations.

The Company may deny requests where permitted or required by law.

(c) The Company does not sell personal information as defined under applicable statutes unless expressly disclosed.

(d) The Company shall not be liable for state regulatory enforcement actions arising from client-provided data or instructions.

(e) Certain rights may vary by jurisdiction.

10. Third-Party Vendors and Partners Disclaimer

(a) The Company may integrate, resell, recommend, or rely upon third-party products and services, including but not limited to Microsoft, Pax8, NinjaOne, and other vendors.

Such third parties operate independently, and no partnership, joint venture, agency, or endorsement is implied beyond contractual reseller or partner relationships.

(b) The Company does not control third-party systems, security practices, availability, or performance and expressly disclaims liability for their acts, omissions, failures, or breaches.

(c) Users are responsible for reviewing and complying with third-party terms, licenses, and policies.

(d) Any service interruptions, data loss, or damages caused by third parties are not the responsibility of the Company.

(e) Third-party relationships do not expand the Company’s liability or obligations.

11. Cloud Services and Infrastructure Disclaimer

(a) The Company may design, configure, deploy, manage, or support cloud-based environments utilizing third-party infrastructure providers, platforms, and services. Users expressly acknowledge that cloud services are inherently dependent on external vendors and distributed systems that operate outside the Company’s direct control.

Cloud environments may experience outages, latency, degradation, configuration changes, pricing adjustments, service discontinuations, or security incidents arising from actions or omissions of cloud providers.

(b) The Company does not warrant or guarantee availability, durability, redundancy, data persistence, geographic resilience, or fault tolerance of any cloud service unless expressly stated in a written agreement.

(c) Data stored in cloud environments may be subject to jurisdictional, regulatory, and cross-border transfer risks, and the Company disclaims responsibility for regulatory consequences arising from such storage or transfers.

(d) Users are solely responsible for selecting appropriate service tiers, backup strategies, retention policies, and disaster recovery configurations unless expressly contracted otherwise.

(e) The Company shall not be liable for data loss, downtime, service degradation, or damages resulting from cloud provider failures or limitations.

12. Service Availability and Performance Disclaimer

(a) The Company makes no representations or warranties regarding service availability, uptime percentages, response times, resolution times, throughput, or performance outcomes unless expressly agreed in a written service level agreement.

(b) Scheduled maintenance, emergency maintenance, upgrades, patches, or security actions may result in temporary service interruptions without notice.

(c) Performance metrics provided are estimates only and may vary based on system load, usage patterns, third-party dependencies, and external factors.

(d) The Company disclaims liability for damages arising from delays, interruptions, or degraded performance.

(e) No failure or delay shall constitute a breach unless expressly stated in writing.

13. Business Continuity and Disaster Recovery Disclaimer

(a) Business continuity and disaster recovery services, if provided, are designed to mitigate risk but do not guarantee full restoration, zero data loss, or uninterrupted operations.

(b) Recovery outcomes depend on numerous variables, including incident scope, system complexity, data integrity, client cooperation, and third-party availability.

(c) The Company does not warrant that recovery objectives such as RPO or RTO will be met unless expressly agreed in writing.

(d) Clients are responsible for testing, validation, and approval of continuity and recovery plans unless otherwise contracted.

(e) The Company disclaims liability for losses incurred during or after disruptive events.

14. Limitation of Liability

(a) To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages.

(b) This limitation includes loss of profits, loss of data, business interruption, loss of goodwill, and reputational harm.

(c) Liability limitations apply regardless of legal theory, including contract, tort, negligence, strict liability, or statute.

(d) Aggregate liability, if any, shall be limited to amounts paid for the applicable services.

(e) Certain jurisdictions may limit exclusions; in such cases liability is limited to the maximum extent permitted.

15. Indemnification

(a) Users agree to indemnify, defend, and hold harmless the Company from all claims, damages, losses, liabilities, costs, and expenses.

(b) This includes claims arising from misuse of services, violation of law, or infringement of third-party rights.

(c) Indemnification obligations apply regardless of fault.

(d) The Company retains control of defense and settlement.

(e) Indemnification survives termination.

16. Assumption of Risk

(a) Users expressly acknowledge and agree that the use of information technology services, software, cloud systems, cybersecurity tools, websites, and digital platforms inherently involves known and unknown risks. Such risks include, without limitation, data loss, system outages, security incidents, regulatory exposure, operational disruption, and financial loss.

(b) By using the Company’s services, users voluntarily and knowingly assume all risks associated with such use, whether foreseeable or unforeseeable, and regardless of whether such risks arise from technical limitations, third-party dependencies, user actions, or external factors.

(c) Users agree that the Company has not made, and does not make, any representations that the services will eliminate or fully mitigate all risks.

(d) Assumption of risk applies even where the Company has provided recommendations, guidance, or best practices.

(e) Users waive any claims based on inherent or assumed risks to the maximum extent permitted by law.

17. No Guarantees or Warranties

(a) All services, deliverables, and materials are provided strictly on an “AS IS,” “AS AVAILABLE,” and “WITH ALL FAULTS” basis.

(b) The Company expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise.

(c) This includes implied warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and security.

(d) No oral or written statements shall create warranties unless expressly agreed in writing.

(e) Any warranties required by law are limited to the minimum extent permitted.

18. Governing Law and Jurisdiction

(a) This Disclaimer shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to conflict of law principles.

(b) Users consent to the exclusive jurisdiction and venue of state and federal courts located in Florida.

(c) Users waive any objections based on forum non conveniens or lack of personal jurisdiction.

(d) This provision applies to all disputes arising from or relating to the services.

(e) This section survives termination.

19. Severability and Interpretation

(a) If any provision of this Disclaimer is held invalid, illegal, or unenforceable, such provision shall be severed.

(b) The remaining provisions shall remain in full force and effect.

(c) Headings are for convenience only and do not affect interpretation.

(d) This Disclaimer shall be interpreted broadly to protect the Company.

(e) Any ambiguity shall not be construed against the Company.

20. Acceptance and Modifications

(a) Use of the Company’s services constitutes acceptance of this Disclaimer.

(b) The Company may modify this Disclaimer at any time without prior notice where permitted by law.

(c) Continued use after modifications constitutes acceptance.

(d) Users are responsible for reviewing updates.

(e) This Disclaimer constitutes the entire agreement regarding disclaimers.

© 2026 NY SOFTWARE & IT. ALL RIGHTS RESERVED.