TERMS OF SERVICE

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Codessome, LLC ("Codessome," "we," "us," or "our") regarding your use of our website, services, and products.

By accessing our website, engaging our services, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.

These Terms apply to all users, clients, and visitors of our services, including but not limited to software development, consulting, maintenance, and support services.

2. Description of Services

2.1 Software Development Services

Codessome provides comprehensive software development services including:

• Custom web application development
• Mobile application development (iOS and Android)
• API development and integration
• Database design and optimization
• Cloud infrastructure setup and management
• DevOps and continuous integration/deployment
• Software architecture and technical consulting
• Code review and optimization services

2.2 Consulting and Advisory Services

• Technical architecture review and recommendations
• Technology stack selection and migration planning
• Performance optimization and scalability analysis
• Security audits and compliance assessments
• Team training and knowledge transfer
• Project management and delivery optimization

2.3 Maintenance and Support

• Ongoing software maintenance and updates
• Bug fixes and performance improvements
• Security patches and vulnerability remediation
• Technical support and troubleshooting
• Monitoring and alerting services
• Backup and disaster recovery solutions

2.4 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time with reasonable notice to clients. We will work with affected clients to ensure smooth transitions and minimal disruption.

3. Client Responsibilities and Obligations

3.1 Project Requirements and Specifications

• Provide accurate, complete, and timely project requirements
• Participate actively in project planning and requirement gathering
• Designate authorized representatives for decision-making
• Provide timely feedback and approvals as requested
• Communicate changes to requirements promptly

3.2 Access and Resources

• Provide necessary access to systems, data, and personnel
• Ensure availability of key stakeholders for meetings and reviews
• Provide required third-party licenses and credentials
• Maintain appropriate development and testing environments
• Ensure compliance with your organization's security policies

3.3 Payment Obligations

• Pay all fees according to the agreed payment schedule
• Provide accurate billing and contact information
• Notify us promptly of any billing disputes
• Maintain current payment methods and authorization
• Pay applicable taxes and fees as required by law

3.4 Legal and Compliance

• Comply with all applicable laws and regulations
• Ensure you have rights to all provided materials and data
• Obtain necessary approvals and licenses for your use case
• Indemnify us against claims arising from your use of our services
• Maintain appropriate insurance coverage for your business

4. Intellectual Property Rights

4.1 Client-Owned Intellectual Property

Upon full payment of all fees, you will own all custom-developed software, code, and documentation created specifically for your project ("Deliverables"). This includes:

• Source code written specifically for your project
• Custom databases and data structures
• Project-specific documentation and specifications
• Custom graphics, designs, and user interfaces
• Configuration files and deployment scripts

4.2 Codessome-Retained Rights

Codessome retains ownership of:

• Pre-existing intellectual property and proprietary methodologies
• General knowledge, skills, and experience gained during projects
• Reusable code libraries, frameworks, and tools
• Development processes and best practices
• Non-project-specific documentation and templates

4.3 Third-Party Components

Projects may incorporate third-party software, libraries, or services subject to their respective licenses. We will:

• Identify all third-party components and their licenses
• Ensure compliance with open-source license requirements
• Provide documentation of all dependencies
• Assist with license compliance and attribution

4.4 License Grants

We grant you a perpetual, non-exclusive license to use any Codessome-owned components incorporated into your project. You grant us a license to use your feedback and suggestions for service improvements.

5. Payment Terms and Billing

5.1 Fees and Payment Schedule

• Fees are specified in individual service agreements or statements of work
• Payment terms are typically Net 30 days from invoice date
• Projects may require upfront deposits or milestone-based payments
• Recurring services are billed monthly or annually as agreed
• All fees are in US Dollars unless otherwise specified

5.2 Late Payments and Interest

• Late payments may incur interest charges of 1.5% per month
• Services may be suspended for accounts more than 30 days overdue
• Collection costs and legal fees may be added to overdue amounts
• We reserve the right to require advance payment for future services

5.3 Expenses and Additional Costs

• Third-party software licenses and subscriptions
• Cloud hosting and infrastructure costs
• Travel expenses for on-site work (if applicable)
• Specialized tools or equipment required for your project
• External contractor or consultant fees

5.4 Taxes

Fees are exclusive of all taxes, duties, and assessments. You are responsible for all applicable taxes except those based on our net income.

6. Confidentiality and Non-Disclosure

6.1 Confidential Information

Both parties acknowledge they may receive confidential information including:

• Business strategies, plans, and financial information
• Technical specifications, source code, and algorithms
• Customer lists, pricing, and market research
• Trade secrets and proprietary methodologies
• Personal data and sensitive business information

6.2 Confidentiality Obligations

• Maintain strict confidentiality of all confidential information
• Use confidential information solely for the purpose of providing services
• Implement appropriate security measures to protect confidential information
• Limit access to confidential information to authorized personnel only
• Return or destroy confidential information upon request or termination

6.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of these Terms
• Was known prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law or court order

6.4 Duration

Confidentiality obligations survive termination of these Terms and continue for five (5) years or until the information becomes publicly available.

7. Warranties and Disclaimers

7.1 Service Warranties

We warrant that our services will:

• Be performed in a professional and workmanlike manner
• Conform to agreed specifications and requirements
• Be free from material defects for 90 days after delivery
• Comply with applicable industry standards and best practices

7.2 Mutual Warranties

Each party warrants that:

• It has the authority to enter into these Terms
• Its performance will not violate any other agreements
• It will comply with all applicable laws and regulations
• All information provided is accurate and complete

7.3 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

7.4 Third-Party Services

We disclaim all warranties for third-party services, software, or platforms integrated into your project. Your use of such services is subject to their respective terms and conditions.

8. Limitation of Liability

8.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8.2 Exclusion of Consequential Damages

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Exceptions

The limitations in this section do not apply to:

• Breaches of confidentiality obligations
• Intellectual property infringement claims
• Gross negligence or willful misconduct
• Death or personal injury caused by our negligence
• Liabilities that cannot be limited by applicable law

8.4 Mitigation

You agree to take reasonable steps to mitigate any damages and to notify us promptly of any issues that may result in claims or damages.

9. Indemnification

9.1 Client Indemnification

You agree to indemnify, defend, and hold harmless Codessome from and against any claims, damages, losses, and expenses arising from:

• Your use of our services in violation of these Terms
• Your violation of applicable laws or regulations
• Infringement claims related to your content, data, or requirements
• Your breach of confidentiality or security obligations
• Claims by your employees, contractors, or third parties

9.2 Codessome Indemnification

We agree to indemnify you against claims that our services infringe third-party intellectual property rights, provided you:

• Promptly notify us of any such claims
• Grant us sole control of the defense and settlement
• Provide reasonable cooperation in the defense
• Do not make any admissions or settlements without our consent

9.3 Remedies

If our services are found to infringe, we may, at our option:

• Obtain a license for your continued use
• Replace the infringing components with non-infringing alternatives
• Modify the services to avoid infringement
• Terminate the affected services and refund prepaid fees

10. Termination

10.1 Termination for Convenience

• Either party may terminate ongoing services with 30 days' written notice
• Project-based work may be terminated upon completion of current milestones
• You remain responsible for payment of all work completed through termination
• We will provide reasonable transition assistance

10.2 Termination for Cause

Either party may terminate immediately upon:

• Material breach that remains uncured after 30 days' written notice
• Insolvency, bankruptcy, or assignment for benefit of creditors
• Violation of confidentiality or security obligations
• Failure to pay undisputed amounts when due

10.3 Effect of Termination

Upon termination:

• All rights and obligations cease except those that survive termination
• You must pay all outstanding fees and expenses
• We will return or destroy your confidential information
• Each party will return the other's property
• Accrued rights and obligations remain enforceable

10.4 Survival

The following sections survive termination: Intellectual Property Rights, Payment Terms, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, and Governing Law.

11. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to:

• Acts of God, natural disasters, or extreme weather
• War, terrorism, civil unrest, or government actions
• Pandemics, epidemics, or public health emergencies
• Labor strikes, lockouts, or other labor disputes
• Internet outages, cyber attacks, or infrastructure failures
• Supplier failures or material shortages

The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate the affected services.

12. Dispute Resolution

12.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt good faith negotiations to resolve any disputes. Senior executives from each party will meet within 30 days to discuss resolution.

12.2 Mediation

If informal negotiations fail, disputes will be submitted to binding mediation under the Commercial Mediation Procedures of the American Arbitration Association.

12.3 Arbitration

If mediation fails, disputes will be resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration will be conducted in San Francisco, California.

12.4 Exceptions

Either party may seek injunctive relief in court for breaches of confidentiality or intellectual property rights without first pursuing arbitration.

13. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of California, without regard to conflict of law principles. Any legal proceedings not subject to arbitration will be conducted in the state or federal courts located in San Francisco County, California.

Both parties consent to the personal jurisdiction of such courts and waive any objection to venue or inconvenient forum.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any executed service agreements, statements of work, and privacy policies, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.

14.2 Amendments

These Terms may only be modified by written agreement signed by both parties or by posting updated terms on our website with 30 days' notice for material changes.

14.3 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets with notice to you.

14.4 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force and effect.

14.5 Waiver

No waiver of any provision will be effective unless in writing. No failure to exercise or delay in exercising any right constitutes a waiver.

14.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.