Terms and Conditions
1. Acceptance of These Terms
These Terms and Conditions (“Terms”) govern your access to and use of the website operated by Profusion Systems (“Profusion Systems,” “we,” “us,” or “our”), including all content, features, and functionality offered through it (collectively, the “Website”).
By accessing or using the Website, you agree to be bound by these Terms and our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree with any part of these Terms, you must not access or use the Website. If you are using the Website on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case “you” refers to that entity.
2. Definitions
- “Website”: The website operated by Profusion Systems, together with its content, pages, and features.
- “Services”: The professional services offered by Profusion Systems, including custom software development, web and mobile application development, AI development and integration, prompt engineering and LLM integration, UI/UX design, QA and testing, and related consulting and support services.
- “Products”: Any proprietary software, platforms, applications, or tools developed, owned, or licensed by Profusion Systems and offered to clients.
- “Client”: Any individual or entity that enters into a separate written agreement with Profusion Systems for the provision of Services or Products.
- “Content”: All text, graphics, images, logos, designs, software, code, case studies, insights, and other materials available on the Website.
3. About Profusion Systems
Profusion Systems is a technology company headquartered in Naperville, IL, USA, providing software products and engineering services to clients in the United States and internationally, with a focus on fintech, SaaS, e-commerce, enterprise, nonprofit, and other regulated and growth-focused industries.
4. Use of the Website
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for lawful business and informational purposes. You agree to:
- Use the Website only in compliance with these Terms and all applicable laws and regulations.
- Provide accurate, current, and complete information when submitting inquiries, forms, or applications through the Website.
- Not use the Website in any manner that could damage, disable, overburden, or impair it, or interfere with any other party’s use of the Website.
We reserve the right to modify, suspend, or discontinue the Website (or any part of it) at any time, with or without notice, and we will not be liable to you or any third party for any such modification, suspension, or discontinuance.
5. Prohibited Activities
You may not, and may not permit any third party to:
- Copy, reproduce, republish, distribute, sell, or exploit any Content without our prior written consent, except as expressly permitted by these Terms.
- Use automated means (including bots, scrapers, crawlers, or data-mining tools) to access, monitor, or extract data from the Website without our prior written authorization.
- Attempt to gain unauthorized access to the Website, our servers, systems, or networks, or probe, scan, or test their vulnerability.
- Introduce viruses, malware, or any other malicious or technologically harmful code or material.
- Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
- Use the Website to transmit unsolicited advertising, spam, or any unlawful, defamatory, obscene, or infringing material.
- Reverse engineer, decompile, or disassemble any software forming part of the Website, except to the extent such restriction is prohibited by applicable law.
- Use the Website or Content to develop a competing product or service.
We reserve the right to investigate violations, suspend or terminate access, and cooperate with law enforcement authorities in prosecuting users who violate these Terms or applicable law.
6. Intellectual Property Rights
The Website and all Content, including the Profusion Systems name, logo, trademarks, service marks, trade dress, software, designs, methodologies, case studies, and insights, are owned by or licensed to Profusion Systems and are protected by copyright, trademark, and other intellectual property laws of the United States and other countries.
Nothing in these Terms grants you any right, title, or interest in the Website or Content other than the limited license to use the Website described in Section 4. All rights not expressly granted are reserved by Profusion Systems and its licensors. You may not use our name, logo, or trademarks without our prior written consent.
Third-party names, logos, and trademarks appearing on the Website (including client names and technology platforms) are the property of their respective owners and are used for identification purposes only. Their appearance does not imply endorsement.
7. Services, Products, and Client Engagements
Descriptions of our Services and Products on the Website are for general informational purposes only and do not constitute a binding offer. The provision of any Services or Products to a Client is governed exclusively by a separately executed written agreement, such as a master services agreement, statement of work, proposal, purchase order, or license agreement (each, a “Client Agreement”).
In the event of any conflict between these Terms and a Client Agreement, the Client Agreement will control with respect to the Services or Products it covers. Nothing on the Website, including case studies, portfolio items, statistics, or testimonials, constitutes a guarantee of specific results, outcomes, timelines, or performance for any particular engagement.
8. Proposals, Quotations, and Payment
Any estimates, quotations, or proposals provided by Profusion Systems are valid only for the period stated therein (or, if none is stated, for thirty (30) days) and are subject to change based on final scope, requirements, and Client Agreement negotiations. Fees, payment schedules, taxes, invoicing terms, and any late-payment provisions applicable to an engagement will be set out in the applicable Client Agreement. Unless otherwise agreed in writing, all fees are quoted and payable in U.S. dollars and are exclusive of applicable taxes, which are the Client’s responsibility (excluding taxes on our income).
9. Submissions and Feedback
If you submit ideas, suggestions, feedback, or other materials to us through the Website or otherwise (excluding personal information governed by our Privacy Policy and confidential materials governed by a Client Agreement or NDA), you grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, and incorporate such materials for any purpose, without compensation or obligation to you. You represent that you have the right to submit such materials and that they do not infringe the rights of any third party.
10. Third-Party Websites and Services
The Website may contain links to third-party websites, services, or resources, including social media platforms. These links are provided for convenience only. We do not control and are not responsible for the content, products, services, or privacy practices of third-party sites, and a link does not imply our endorsement. Your use of third-party websites is at your own risk and subject to their respective terms and policies.
11. Confidentiality
Any confidential or proprietary information exchanged between Profusion Systems and a Client or prospective Client will be governed by the confidentiality provisions of the applicable Client Agreement or a separately executed non-disclosure agreement. Please do not submit confidential information through public areas of the Website; general inquiries submitted through the Website contact forms are not subject to confidentiality obligations unless and until a written agreement is in place.
12. Disclaimer of Warranties
The website and all content are provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by applicable law, profusion systems disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
We do not warrant that the website will be uninterrupted, timely, secure, or error-free; that defects will be corrected; that the website is free of viruses or other harmful components; or that any content is accurate, complete, or current. Any information on the website is provided for general informational purposes only and does not constitute professional, legal, financial, or technical advice. Warranties, if any, applicable to services or products are solely those expressly set forth in the applicable client agreement.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
13. Limitation of Liability
To the fullest extent permitted by applicable law, in no event will profusion systems or its officers, directors, employees, contractors, agents, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or relating to your access to or use of (or inability to access or use) the website or content, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not we have been advised of the possibility of such damages.
To the fullest extent permitted by applicable law, our total aggregate liability arising out of or relating to the website or these terms will not exceed one hundred u.s. Dollars (us $100). Liability relating to services or products provided under a client agreement is governed exclusively by that agreement.
Some jurisdictions do not allow the limitation or exclusion of liability for certain damages, so some of the above limitations may not apply to you. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.
14. Indemnification
You agree to indemnify, defend, and hold harmless Profusion Systems and its officers, directors, employees, contractors, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use or misuse of the Website; (b) your violation of these Terms; (c) your violation of any applicable law or the rights of any third party; or (d) any material or information you submit through the Website.
15. Privacy and Data Protection
Your use of the Website is also governed by our Privacy Policy, which describes how we collect, use, share, and protect personal information, including in connection with international data transfers. By using the Website, you acknowledge the practices described in the Privacy Policy.
16. Suspension and Termination
We may suspend or terminate your access to the Website at any time, without notice or liability, if we reasonably believe you have violated these Terms or applicable law, or to protect the Website, our systems, or other users. Sections of these Terms that by their nature should survive termination (including intellectual property, disclaimers, limitations of liability, indemnification, and governing law) will survive.
17. Governing Law and Jurisdiction
These Terms and any dispute or claim arising out of or relating to them or the Website (including non-contractual disputes) are governed by the laws of the State of Illinois, USA, without regard to its conflict of laws principles. Subject to Section 18, you agree that the state and federal courts located in DuPage County, Illinois, USA, will have exclusive jurisdiction over any such dispute, and you consent to the personal jurisdiction of and venue in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18. Dispute Resolution
Before initiating any formal proceeding, the parties agree to first attempt in good faith to resolve any dispute informally by contacting the other party and negotiating for a period of at least thirty (30) days. If the dispute is not resolved through negotiation, either party may pursue its remedies in accordance with Section 17 or as otherwise set out in an applicable Client Agreement. To the extent permitted by law, each party waives the right to a jury trial and agrees that any dispute will be brought in an individual capacity and not as a plaintiff or class member in any class or representative action.
19. International Use
The Website is operated from the United States. We make no representation that the Website or Content is appropriate or available for use in all locations. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws, including applicable export control and sanctions laws of the United States and other jurisdictions.
20. General Provisions
- Entire agreement: These Terms, together with the Privacy Policy and any applicable Client Agreement, constitute the entire agreement between you and Profusion Systems regarding the Website and supersede all prior understandings on that subject.
- Severability: If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
- No waiver: Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.
- Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
- Force majeure: We will not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, or failures of the Internet or utilities.
- Headings: Section headings are for convenience only and do not affect interpretation.
21. Changes to These Terms
We may revise these Terms from time to time at our sole discretion. The updated version will be indicated by a revised “Last Updated” date and will be effective when posted on the Website. Your continued use of the Website after any changes become effective constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.
22. Contact Us
If you have any questions about these Terms, please contact us:
Profusion Systems
Naperville, IL USA
Email: info@profusionsystems.com
Phone: (847) 200-0801