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. INTRODUCTION, LEGAL SCOPE, AND BINDING EFFECT

These Terms and Conditions of Use (the “Terms”, “Agreement”, or “T&C”) constitute a legally binding, enforceable, and comprehensive agreement between NY SOFTWARE & IT, including all of its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, contractors, licensors, successors, and assigns (collectively, the “Company”), and any individual or legal entity accessing, using, purchasing, contracting, or otherwise interacting with any service, product, platform, system, software, hardware solution, infrastructure, or digital property operated or provided by the Company (the “User” or “Client”).

This Agreement is drafted with the express and deliberate intent of providing the maximum level of legal protection, liability limitation, risk allocation, and defensive positioning permitted under applicable law. These Terms govern all present and future interactions, transactions, communications, and relationships between the User and the Company, regardless of whether such interactions are formal, informal, written, oral, electronic, implied, direct, indirect, paid, unpaid, experimental, beta-based, or otherwise.

By accessing or using any portion of the Company’s services, the User irrevocably acknowledges, represents, and warrants that they have the legal capacity to enter into this Agreement and that they agree to be bound by these Terms in their entirety. The User expressly waives any claim based on lack of notice, lack of understanding, or failure to review these Terms.

If the User does not agree to any provision of this Agreement, the User’s sole and exclusive remedy is to immediately discontinue all use of the Company’s services. Any additional or conflicting terms proposed by the User are hereby expressly rejected and shall be of no force or effect unless expressly accepted in writing by an authorized executive officer of the Company.

2. CORPORATE IDENTITY, AUTHORITY, AND OPERATIONAL STRUCTURE

NY SOFTWARE & IT is a technology and information services company organized under the laws of the United States of America, with its principal place of business in Miami, Florida. The Company operates within the United States and internationally, subject to applicable local, state, federal, and international laws and regulations.

The Company is managed and represented by its Chief Executive Officer, Nelson Garcia Miranda, who holds full authority to bind the Company contractually. The Company may delegate authority internally without notice to Users, and no User may rely on representations made by unauthorized personnel.

The Company reserves the unrestricted right to modify its operational structure, service offerings, geographic presence, corporate form, ownership, branding, and internal policies at any time, without notice, and without liability to Users or third parties.

Nothing in these Terms shall be construed as creating any partnership, joint venture, fiduciary duty, agency relationship, or employment relationship between the User and the Company.

3. TECHNOLOGY PARTNERS, VENDORS, AND THIRD-PARTY DEPENDENCIES

NY SOFTWARE & IT maintains commercial, technical, and strategic relationships with third-party technology providers, including but not limited to Microsoft, Pax8, and NinjaOne. These relationships may involve licensing, resale, integration, support, automation, or managed services.

The Company does not control, warrant, or assume responsibility for third-party products, platforms, services, outages, security practices, data handling, licensing terms, or regulatory compliance. All third-party offerings remain subject to their own terms and conditions.

No partnership, joint venture, or legal agency is created between the Company and any third party. The Company expressly disclaims all liability arising from third-party failures, changes, discontinuations, breaches, pricing modifications, or policy updates.

Users acknowledge that reliance on third-party technologies is inherent in modern IT environments and expressly assume all associated risks.

4. SCOPE OF SERVICES – COMPREHENSIVE IT SOLUTIONS

NY SOFTWARE & IT provides comprehensive information technology solutions designed to address a wide range of technical challenges, including software, hardware, infrastructure, networking, cybersecurity, cloud computing, automation, and systems integration.

Services may be provided on a managed, project-based, subscription, time-and-materials, or advisory basis. The Company does not guarantee specific outcomes, performance metrics, uptime levels, or business results unless expressly stated in a written agreement.

The Company reserves the right to modify, suspend, discontinue, or limit any service offering at its sole discretion, without liability, and without obligation to provide substitutes or refunds.

All services are provided on a “best efforts” basis consistent with industry standards, and the User acknowledges that technology services inherently involve risks, uncertainties, and potential failures.

5. CUSTOM SOFTWARE DEVELOPMENT AND ENGINEERING SERVICES

NY SOFTWARE & IT designs and develops custom software solutions, including applications built using C#, .NET, and related technologies, as well as web-based, cloud-native, desktop, and hybrid systems.

Unless expressly agreed otherwise in writing, all underlying code libraries, frameworks, development methodologies, architectural patterns, tools, and reusable components remain the exclusive intellectual property of the Company.

Custom software is provided without warranty of fitness for a particular purpose unless expressly stated. The Company does not guarantee that custom software will be error-free, uninterrupted, or immune from future incompatibilities.

The Client assumes full responsibility for validating requirements, testing deliverables, and ensuring regulatory compliance of deployed software.

6. WEB DEVELOPMENT, DIGITAL PLATFORMS, AND ONLINE SERVICES

The Company designs and develops modern websites, web platforms, and digital experiences of any style, scale, or complexity, including enterprise systems and consumer-facing applications.

The Company does not guarantee browser compatibility, third-party plugin support, hosting performance, SEO results, accessibility compliance, or long-term operability unless expressly agreed in writing.

Web technologies evolve rapidly, and the Client acknowledges that future updates, maintenance, and security hardening may be required at additional cost.

7. UNIVERSAL TECHNOLOGY COMPATIBILITY AND SUPPORT DISCLAIMER

The Company may work with virtually any software, hardware, operating system, or technology stack, including legacy and proprietary systems. However, compatibility does not imply warranty, certification, or endorsement.

The Client remains solely responsible for third-party licensing, compliance, and vendor agreements. The Company disclaims liability for incompatibilities, vendor discontinuations, or licensing disputes.

8. USER OBLIGATIONS, ACCEPTABLE USE, AND RISK ASSUMPTION

The User agrees to comply with all applicable laws and regulations and to use the services only for lawful purposes. The User shall not engage in misuse, abuse, unauthorized access, reverse engineering, or malicious activity.

The User expressly assumes all risks associated with use of the services, including risks related to data loss, system downtime, security incidents, and business interruption.

9. DATA PROTECTION, PRIVACY, AND REGULATORY COMPLIANCE (GDPR, HIPAA, CCPA/CPRA, FIPA)

NY SOFTWARE & IT implements administrative, technical, and physical safeguards designed to protect personal data, sensitive data, and regulated information in compliance with GDPR, HIPAA, CCPA/CPRA, FIPA, and other applicable laws.

For GDPR purposes, the Company may act as a Data Controller or Processor depending on the engagement. Processing is limited to documented instructions and legitimate business purposes.

HIPAA obligations apply only where a valid Business Associate Agreement (BAA) is executed. Absent a BAA, the Company expressly disclaims HIPAA liability to the maximum extent permitted by law.

The Company does not guarantee absolute security and shall not be liable for breaches caused by factors beyond reasonable control, including sophisticated cyberattacks or third-party failures.

10. CONFIDENTIALITY AND INFORMATION SECURITY

All non-public, proprietary, confidential, or sensitive information disclosed by either party, whether in written, oral, electronic, visual, or any other form, including but not limited to technical data, business strategies, system architectures, credentials, financial information, personal data, and regulated data, shall be deemed strictly confidential (“Confidential Information”). The User acknowledges that unauthorized disclosure or misuse of such Confidential Information may cause irreparable harm to the Company.

The User agrees to protect all Confidential Information using at least the same degree of care as it uses to protect its own confidential information, but in no event less than a commercially reasonable standard of care consistent with U.S. industry practices. Confidential Information shall be used solely for purposes directly related to the authorized use of the Company’s services and for no other purpose whatsoever.

The Company reserves the right to disclose Confidential Information if required by applicable law, regulation, subpoena, court order, or governmental authority, without liability to the User. Confidentiality obligations shall survive termination of this Agreement indefinitely.

11. INTELLECTUAL PROPERTY, OWNERSHIP, AND RESERVATION OF RIGHTS

All intellectual property rights of any kind, including but not limited to copyrights, trademarks, service marks, trade secrets, patents, moral rights, and proprietary rights, in and to all software, code, documentation, designs, methodologies, frameworks, architectures, workflows, platforms, and deliverables are and shall remain the exclusive property of NY SOFTWARE & IT unless expressly transferred in a written agreement signed by an authorized officer of the Company.

Nothing in this Agreement shall be construed as granting the User any ownership interest in any intellectual property of the Company. Any rights not expressly granted herein are expressly reserved. The User expressly waives any claim to joint ownership, work-made-for-hire status, or implied license.

Unauthorized reproduction, modification, distribution, reverse engineering, decompilation, disassembly, resale, sublicensing, or exploitation of the Company’s intellectual property is strictly prohibited and may result in immediate termination, injunctive relief, and damages to the fullest extent permitted by U.S. law.

12. LICENSE GRANTS, RESTRICTIONS, AND REVOCATION

Subject to full compliance with this Agreement, the Company grants the User a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the services solely for their intended business purpose.

The Company may revoke, suspend, or modify any license at any time, with or without cause, and without liability, including in the event of suspected misuse, non-compliance, security risk, or legal exposure.

Upon termination or revocation, all licenses immediately cease, and the User must immediately discontinue all use of the services and destroy any Company materials in its possession.

13. FEES, PAYMENTS, TAXES, AND BILLING DISPUTES

All fees, charges, and costs are stated in U.S. Dollars unless otherwise specified and are exclusive of taxes, duties, or governmental assessments. The User is solely responsible for all applicable taxes, including sales, use, value-added, withholding, or similar taxes.

All payments are final and non-refundable except where required by applicable law or expressly agreed in writing. Failure to timely pay any amount due may result in immediate suspension or termination of services without notice or liability.

Billing disputes must be submitted in writing within thirty (30) days of the invoice date. Failure to timely dispute constitutes irrevocable acceptance of the charges.

14. DISCLAIMER OF WARRANTIES AND CONDITIONS

ALL SERVICES, SOFTWARE, AND DELIVERABLES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET THE USER’S REQUIREMENTS OR EXPECTATIONS. THE USER ASSUMES ALL RISK ARISING FROM USE OF THE SERVICES.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NY SOFTWARE & IT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS INTERRUPTION, OR REPUTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE USER TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE USER EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING LIMITATIONS ARE A FUNDAMENTAL BASIS OF THE BARGAIN AND SHALL APPLY REGARDLESS OF THE LEGAL THEORY ASSERTED.

16. INDEMNIFICATION, DEFENSE, AND HOLD HARMLESS

The User agrees to indemnify, defend, and hold harmless NY SOFTWARE & IT, its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to the User’s use of the services, violation of this Agreement, or violation of applicable law.

The Company reserves the right to assume exclusive control of the defense of any matter subject to indemnification, at the User’s expense. The User shall fully cooperate with such defense.

Indemnification obligations shall survive termination of this Agreement without limitation.

17. FORCE MAJEURE

The Company shall not be liable for any failure or delay in performance resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, labor disputes, governmental actions, power failures, internet outages, or cyber incidents.

Performance timelines shall be extended for the duration of the force majeure event. The Company shall have no obligation to provide refunds or compensation due to such events.

18. TERMINATION, SUSPENSION, AND SURVIVAL

The Company may suspend or terminate the User’s access to services at any time, with or without cause, and without notice or liability. The User may terminate services subject to payment of all outstanding fees.

Upon termination, all licenses immediately terminate, and the User must cease all use of the services. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, governing law, and survival shall survive termination.

19. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION

This Agreement shall be governed exclusively by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles.

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and the parties irrevocably consent to such jurisdiction and venue.

20. ENTIRE AGREEMENT, SEVERABILITY, WAIVER, AND ASSIGNMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral.

If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure by the Company to enforce any provision shall not constitute a waiver.

The Company may assign or transfer this Agreement, in whole or in part, without restriction. The User may not assign this Agreement without the Company’s prior written consent.

© 2026 NY SOFTWARE & IT. ALL RIGHTS RESERVED.