Terms of Service

Effective Date: July 26, 2026

Acceptance of Terms

By accessing or using the website located at https://www.poinsettiacircle.lat or any of its subdomains, or by requesting, receiving, or using any services provided by Poinsettia Circle LLC, you agree to be bound by these Terms of Service. If you do not agree with any provision of these terms, you must discontinue use of our website and services immediately. These terms constitute a legally binding agreement between you and Poinsettia Circle LLC governing your use of our digital platforms and professional services.

Poinsettia Circle LLC reserves the right to modify, update, or replace these Terms of Service at any time. Changes become effective immediately upon posting to our website. Your continued access to or use of our website or services after any changes are posted constitutes your acceptance of the modified terms. We encourage you to review these terms periodically.

If you are accessing our website or services on behalf of a company, partnership, or other legal entity, you represent and warrant that you have full power and authority to bind that entity to these Terms of Service. References to you in these terms refer to both the individual user and the entity on whose behalf you are acting.

Services Description

Poinsettia Circle LLC provides professional computer systems design and related technical services within the Professional, Scientific, and Technical Services sector. Our service offerings include systems architecture planning, software development, cloud infrastructure engineering, cybersecurity assessment, data management solutions, technology advisory, and related professional services.

The specific scope, deliverables, timeline, and fees for each engagement are defined in separate written service agreements signed by both parties before work commences. These Terms of Service govern general interactions with our website, while project-specific terms are detailed in individual service agreements. In the event of any conflict, the signed service agreement shall prevail.

All services are provided subject to availability of qualified personnel and resources. Poinsettia Circle LLC reserves the right to modify, suspend, or discontinue any aspect of its services with reasonable notice to affected clients when feasible.

User Responsibilities

You agree to use our website and services in full compliance with all applicable local, state, national, and international laws, regulations, and ordinances. You are solely responsible for maintaining the confidentiality and security of any account credentials, passwords, access tokens, or other authentication mechanisms provided in connection with your use of our services. You accept full responsibility for all activities that occur under your account or using your credentials, whether authorized by you or not.

Prohibited activities include transmitting or introducing viruses, worms, Trojan horses, ransomware, or other malicious code; attempting to gain unauthorized access to our systems, networks, servers, or data; interfering with or disrupting the proper functioning of our website or services; collecting or harvesting information about other users or visitors without their express consent; impersonating any person or entity; and engaging in any activity that could damage, disable, overburden, or impair our infrastructure or violate applicable law.

You represent and warrant that all information you provide to Poinsettia Circle LLC in connection with your use of our website or services is true, accurate, current, and complete. You agree to maintain and promptly update any information that becomes inaccurate, incomplete, or outdated. You must notify us immediately of any known or suspected unauthorized use of your account, any compromise of your login credentials, or any other breach of security related to our services.

Intellectual Property Rights

All content, materials, information, software, code, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and other materials made available on or through our website or created in connection with our services are the exclusive property of Poinsettia Circle LLC, its affiliates, or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. All rights not expressly granted to you are reserved by Poinsettia Circle LLC.

You receive a limited, non-exclusive, non-transferable, revocable license to access and use our website and its content for your personal or internal business purposes. You may download or print copies of content for such purposes provided you retain all copyright, trademark, and other proprietary notices contained in the original content. Any other reproduction, distribution, modification, transmission, republication, display, or performance of our content without our prior written consent is strictly prohibited. Unauthorized use may violate copyright, trademark, and other applicable laws and may result in legal action.

Upon full and timely payment of all fees due under a signed service agreement, and subject to your compliance with all terms and conditions of that agreement, we assign to you ownership of the specific work product and deliverables expressly identified as deliverables in the applicable service agreement. Poinsettia Circle LLC retains all right, title, and interest in and to its pre-existing intellectual property, methodologies, tools, frameworks, libraries, templates, and know-how, whether or not incorporated into deliverables, and grants you a perpetual, non-exclusive, royalty-free license to use such items solely as incorporated into and as necessary to use the deliverables for their intended purpose.

Confidentiality

During the course of our business relationship, both parties may have access to or be exposed to confidential information of the other party. Confidential information includes but is not limited to non-public technical data, system architectures, source code, business plans and strategies, financial information and projections, client lists and contact information, trade secrets, proprietary software and algorithms, product roadmaps, marketing plans, personnel information, and any other information that is either marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Each party agrees to hold the other party confidential information in strict confidence, to use it solely for the purposes of performing obligations under any applicable service agreement, to disclose it only to those employees, contractors, and advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those contained in this section, and to protect it using at least the same degree of care used to protect its own confidential information but in no event less than reasonable care.

Confidentiality obligations survive the termination of any service agreement and shall continue for a period of three years from the date of disclosure. These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, that was already in the receiving party possession prior to disclosure as demonstrated by written records, that is independently developed by the receiving party without use of or reference to the disclosing party confidential information, or that is required to be disclosed by applicable law or court order provided that the receiving party gives the disclosing party prompt notice of such requirement so that the disclosing party may seek a protective order or other appropriate relief.

Disclaimer of Warranties

OUR WEBSITE AND SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT ANY WARRANTIES OF ANY KIND. POINSETTIA CIRCLE LLC DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OBTAINED FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS; IN SUCH CASES, WARRANTIES ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, POINSETTIA CIRCLE LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. OUR TOTAL LIABILITY IS LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS OR THE FEES PAID FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM.

THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF CONSEQUENTIAL DAMAGES, SO THIS MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold harmless Poinsettia Circle LLC from claims arising from your use of our website or services, violation of these terms, violation of law, or infringement of third-party rights. We reserve the right to assume defense of any matter subject to indemnification, and you agree to cooperate with us.

Termination

These terms remain effective until terminated. Poinsettia Circle LLC may terminate or suspend your access for breach of terms, violation of law, or conduct harmful to our business. Provisions that by their nature should survive termination will survive, including intellectual property, disclaimers, liability limitations, and indemnification.

Governing Law and Dispute Resolution

These terms are governed by the laws of the State of California. Any dispute shall first be resolved through good faith negotiations. If unresolved within thirty days, the parties agree to binding arbitration in San Francisco, California under American Arbitration Association rules.

The prevailing party shall be entitled to recover reasonable attorneys fees and costs. Any claim must be commenced within one year after the cause of action accrues.

Dispute Resolution

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 addressed through good faith negotiations between the parties. If the parties cannot resolve the dispute within thirty calendar days of the commencement of negotiations, the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Rules.

The arbitration shall be conducted by a single neutral arbitrator selected in accordance with American Arbitration Association rules. The arbitration hearing shall take place in San Francisco, California, unless the parties mutually agree to a different location or virtual proceeding. The arbitrator decision shall be final and binding on both parties, and judgment on the arbitration award may be entered in any court having jurisdiction. The prevailing party in any arbitration or legal proceeding shall be entitled to recover its reasonable attorneys fees and costs from the other party.

Notwithstanding the foregoing, Poinsettia Circle LLC may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or other proprietary interests without waiving its right to arbitration of the underlying dispute. Any claim or cause of action arising out of or related to these terms must be commenced within one year after the cause of action accrues; otherwise, such cause of action is permanently barred.

General Provisions

These Terms of Service constitute the entire agreement between you and Poinsettia Circle LLC regarding your use of our website and services, superseding any prior agreements or understandings. If any provision of these terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

Our failure to enforce any right or provision of these terms shall not constitute a waiver of such right or provision. You may not assign your rights under these terms without our prior written consent, but we may assign our rights without restriction. Nothing in these terms shall create a partnership, joint venture, agency, or employment relationship between the parties.

Poinsettia Circle LLC shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of materials. Notices under these terms shall be sent to the addresses provided by each party or to mail@poinsettiacircle.lat.