Terms of Service

Table of Contents

1. Agreement to Terms
2. Services Description
3. Client Responsibilities
4. Payment Terms
5. Intellectual Property
6. Confidentiality
7. App Store & Google Play Compliance
8. Warranties & Disclaimers
9. Limitation of Liability
10. Indemnification
11. Term & Termination
12. Dispute Resolution
13. Governing Law
14. General Provisions
15. Contact Information

Please read these Terms of Service ("Terms") carefully before engaging Softery LLC for any services. By using our website or entering into a service agreement with us, you agree to be bound by these Terms.

1. Agreement to Terms

These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and Softery LLC ("Softery," "we," "us," or "our"), a limited liability company. By accessing our website, requesting a quote, or executing a project agreement, you affirm that you are at least 18 years old, have the legal authority to enter into this agreement, and agree to these Terms in full.

If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

2. Services Description

Softery LLC provides mobile and web application development services, including but not limited to:

• Native iOS application development (Swift/SwiftUI)
• Native Android application development (Kotlin/Jetpack Compose)
• Cross-platform mobile development (React Native, Flutter)
• Web application and Progressive Web App (PWA) development
• UI/UX design, prototyping, and user research
• Backend development, API design, and cloud infrastructure
• App Store and Google Play submission and optimization
• Post-launch maintenance, support, and updates

The specific scope of services, deliverables, timeline, and pricing for each engagement are defined in a separate Statement of Work (SOW) or Project Agreement signed by both parties.

3. Client Responsibilities

To enable successful project delivery, you agree to:

• Provide timely, complete, and accurate project requirements and feedback.
• Make key decision-makers available for scheduled meetings and reviews.
• Supply necessary third-party credentials, API keys, and access in a timely manner.
• Review and approve deliverables within agreed-upon timeframes (default: 5 business days).
• Ensure that any content, assets, or materials you provide do not infringe third-party intellectual property rights.
• Maintain developer accounts with Apple and/or Google as required for app distribution.
• Pay invoices in accordance with Section 4.

Project delays caused by Client's failure to fulfill these responsibilities may result in timeline extensions and additional charges at our standard rates.

4. Payment Terms

4.1 Fees

Fees are specified in the applicable SOW. Unless otherwise agreed, payment is structured as: 40% deposit upon project commencement, 30% at midpoint milestone approval, and 30% upon final delivery and acceptance.

4.2 Invoices

Invoices are due within 15 days of issuance unless otherwise specified. We accept wire transfer, ACH, and major credit cards.

4.3 Late Payments

Overdue invoices accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend services for accounts more than 30 days past due.

4.4 Change Orders

Any scope changes requested after SOW execution must be documented in a written Change Order. Additional work may incur additional fees and timeline adjustments.

4.5 Expenses

Pre-approved third-party costs (fonts, stock assets, APIs, cloud services, Apple/Google developer fees) are billed at cost plus a 10% administrative fee.

5. Intellectual Property

5.1 Client Ownership

Upon receipt of full payment, Softery LLC assigns to you all right, title, and interest (including copyrights) in the custom deliverables created specifically for your project under the applicable SOW.

5.2 Softery's Pre-Existing IP

Softery retains ownership of all pre-existing tools, frameworks, libraries, know-how, methodologies, and generic code components developed prior to or independently of your project. You receive a perpetual, non-exclusive, royalty-free license to use such components as incorporated into your deliverables.

5.3 Open-Source Components

Some deliverables may incorporate open-source software subject to their respective licenses (MIT, Apache 2.0, etc.). We will disclose material open-source dependencies and their licenses upon request.

5.4 Portfolio Rights

Unless you request otherwise in writing, Softery LLC reserves the right to display general project descriptions and non-confidential screenshots in our portfolio and marketing materials.

5.5 Client Content

You grant Softery a limited license to use your content, trademarks, and materials solely for the purpose of performing the Services.

6. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, or is independently developed without reference to the disclosing party's information. Confidentiality obligations survive termination of these Terms for a period of three (3) years.

7. App Store & Google Play Compliance

7.1 Our Compliance Commitment

Softery LLC builds applications designed to comply with:

• Apple App Store Review Guidelines (current version at time of submission)
• Apple Human Interface Guidelines (HIG)
• Google Play Developer Program Policies
• Google Play Developer Distribution Agreement
• All applicable platform-specific technical requirements

7.2 Client Content Responsibility

You are solely responsible for ensuring that your app's content, functionality, business model, and third-party integrations comply with Apple's and Google's guidelines. Softery will inform you of known compliance concerns but bears no liability for rejections arising from Client-provided content or business requirements.

7.3 Submission Services

If contracted, Softery will manage App Store and/or Google Play submissions on your behalf. You must provide and maintain valid developer accounts. We will make reasonable efforts to address rejection feedback, which may constitute additional scope.

7.4 Policy Changes

Apple and Google may change their guidelines at any time. Updates required to maintain compliance after delivery may require a separate support engagement.

7.5 In-App Purchases

Apps incorporating in-app purchases must comply with Apple's and Google's respective IAP policies. Softery will implement IAP flows as specified, but Client is responsible for configuring pricing, managing entitlements, and handling refunds per each platform's policies.

7.6 Privacy & Data Requirements

Clients must provide accurate information to complete Apple's App Privacy Nutrition Labels and Google Play's Data Safety section. Softery will assist in identifying data flows, but final accuracy and legal responsibility rest with the Client as the data controller.

8. Warranties & Disclaimers

8.1 Softery's Warranty

Softery warrants that: (a) the Services will be performed in a professional and workmanlike manner; (b) deliverables will substantially conform to the specifications in the SOW; and (c) we have the authority to enter into and perform this agreement. We provide a 90-day warranty on delivered work, during which we will fix defects (bugs) at no additional charge. This warranty does not cover issues arising from Client modifications, third-party service changes, or new feature requests.

8.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SOFTERY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOFTERY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT APP STORE OR PLAY STORE APPROVAL WILL BE OBTAINED.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOFTERY LLC'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SOFTERY IN THE THREE (3) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL SOFTERY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification

You agree to indemnify, defend, and hold harmless Softery LLC, its members, officers, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms; (b) your Content or materials; (c) your use of the deliverables in violation of applicable law or third-party rights; or (d) your violation of Apple's or Google's developer program policies attributable to your content or business requirements.

11. Term & Termination

11.1 Term

These Terms remain in effect for the duration of each project engagement and any ongoing maintenance or support arrangement.

11.2 Termination for Convenience

Either party may terminate a project upon 30 days' written notice. You will be responsible for payment of all work completed through the termination date, plus a termination fee equal to 20% of the remaining SOW value.

11.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days of receiving notice. In the event of Client's material breach, all outstanding invoices become immediately due.

11.4 Effect of Termination

Upon termination, Softery will deliver all completed work product to you (conditioned on payment of outstanding fees). Sections 5, 6, 9, 10, 12, and 13 survive termination.

12. Dispute Resolution

The parties agree to first attempt to resolve any dispute through good-faith negotiation. If negotiation fails within 30 days, disputes shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in English. The arbitrator's award shall be final and binding, and judgment may be entered in any court of competent jurisdiction. Nothing herein prevents either party from seeking emergency injunctive relief in a court of law.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United States and the state in which Softery LLC is registered, without regard to its conflict of law provisions. Any court action permitted under Section 12 shall be brought exclusively in the federal or state courts located in that jurisdiction.

14. General Provisions

• Entire Agreement: These Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter herein.
• Amendments: We may update these Terms at any time by posting a revised version on our website. Continued engagement after changes constitutes acceptance.
• Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
• Severability: If any provision is found unenforceable, the remaining provisions shall remain in full force.
• Force Majeure: Neither party shall be liable for delays caused by events beyond reasonable control (natural disasters, pandemics, internet outages, government actions).
• No Agency: The parties are independent contractors. Nothing herein creates a partnership, joint venture, or employment relationship.
• Notices: All notices must be in writing and sent to the contact information specified herein or in the applicable SOW.
• Assignment: You may not assign your rights under these Terms without our prior written consent.