Terms of Service – Qwiq App

Please read these Terms of Service (“Terms”, “Terms of Service”) carefully before using the [QwiqApp.com] website (the “Website”) and the software development services (the “Services”), and Mobile, Desktop & Web Applications (the “Apps”) offered by Qwiq App (“Company”, “Business”, “Developer”, “we”, “us”, “my” or “our”). Your access to and use of the Website, Apps and Services is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, clients, and others who wish to access or use the Website, Apps or Services. By accessing or using the Website or engaging our Services, you agree to be bound by these Terms. If you disagree with any part of the terms, then you do not have permission to access the Website or use the Services.

1. Services

1.1. Scope of Services: The Company provides custom software development, consulting, design, maintenance, and related services as may be more specifically described in a separate Statement of Work (SOW), proposal, user or client agreement (“Client Agreement” or “User Agreement”) entered into between you (the “Client” or “User”) and the Company. The Company provides custom mobile application design, development, testing, deployment, maintenance, and consulting services for various platforms (e.g., iOS, Android), as may be more specifically described in a separate Statement of Work (SOW), proposal, user or client agreement (“Client Agreement” or “User Agreement”) entered into between you (the “Client” or “User”) and the Company.

1.2. Client Agreements: In the event of any conflict between these Terms of Service and a specific Client Agreement executed between the Client and the Company, the terms of the Client Agreement shall prevail with respect to the Services covered by that Client Agreement.

1.3. Changes to Services: We reserve the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, except as may be otherwise stipulated in a Client Agreement.

1.4. App Store Submissions: While the Company may assist with the process of submitting developed mobile applications to app stores (e.g., Apple App Store, Google Play Store), the Client acknowledges that: * The Company does not guarantee acceptance or approval of any application by any app store. * App store review processes, policies, and timelines are determined solely by the respective app store providers and are outside the Company’s control. * The Client is responsible for complying with all app store guidelines, terms, and conditions, and for creating and managing their own developer accounts. * Fees associated with developer accounts or app store submissions are the responsibility of the Client.

2. Client Obligations and Responsibilities

2.1. Information and Access: The Client agrees to provide timely and accurate information, resources, and access to personnel, systems, and materials reasonably required by the Company to perform the Services. Delays by the Client may result in delays in project completion and may incur additional costs. The Client agrees to provide timely and accurate information, specifications, content (text, images, videos, etc.), branding assets, and access to personnel, systems, and materials (e.g., API keys, server access, existing codebases if applicable) reasonably required by the Company to perform the Services. Delays by the Client may result in delays in project completion and may incur additional costs.

2.2. Feedback, Testing, and Approvals: The Client agrees to provide timely feedback, participate in testing phases, and provide necessary approvals as requested by the Company to ensure the project progresses efficiently.

2.3. Compliance and Content: The Client is responsible for ensuring that any materials, data, or specifications provided to the Company for use in the Services do not infringe upon the intellectual property rights or other rights of any third party and comply with all applicable laws and regulations. The Client is solely responsible for ensuring that all content, materials, data, or specifications provided to the Company for use in the Services, and the intended functionality of the mobile application: * Do not infringe upon the intellectual property rights, privacy rights, or other rights of any third party. * Comply with all applicable laws, regulations, and industry standards (including data privacy laws like GDPR, CCPA, COPPA, and app store guidelines). * Are not defamatory, obscene, harassing, or otherwise unlawful.

2.4. Security: If the Services involve access to Client systems, the Client is responsible for maintaining appropriate security measures for such systems.

2.5. Backend and Third-Party Services: If the mobile application requires integration with Client-provided backend systems, APIs, or third-party services, the Client is responsible for the availability, performance, security, and costs associated with such systems and services.

2.6. User Data and Privacy: The Client is responsible for defining and implementing its own privacy policy for the mobile application and for ensuring compliance with all applicable data protection laws regarding the collection, use, and storage of end-user data through the application.

3. Fees and Payment

3.1. Fees: Fees for Services will be set forth in the applicable Client Agreement or proposal. Unless otherwise stated, all fees are quoted in [Your Currency, e.g., USD].

3.2. Payment Terms: Payment terms (e.g., milestones, hourly rates, retainers) will be specified in the Client Agreement. Invoices are due upon receipt or as otherwise stated. Late payments may be subject to interest charges at a rate of [e.g., 1.5%] per month or the maximum rate permitted by law, whichever is lower. The Company reserves the right to suspend Services for overdue accounts.

3.3. Expenses: The Client agrees to reimburse the Company for reasonable pre-approved out-of-pocket expenses (e.g., specific software licenses for the project, app store submission fees if paid by the Company on behalf of the Client) incurred in connection with the provision of Services, as detailed in the Client Agreement.

3.4. Taxes: All fees are exclusive of applicable taxes (e.g., sales tax, GST, VAT). The Client shall be responsible for all such taxes, excluding taxes based on the Company’s net income.

4. Intellectual Property Rights

4.1. Pre-Existing IP: Each party shall retain all right, title, and interest in and to its own pre-existing intellectual property (“Pre-Existing IP”).

4.2. Developed IP (Client Projects): Unless otherwise explicitly agreed in a Client Agreement: * Upon full and final payment for the services related to a specific project deliverable, the Company grants to the Client a [non-exclusive, worldwide, perpetual, royalty-free license OR exclusive ownership – THIS IS A CRITICAL POINT TO DEFINE CLEARLY IN CLIENT AGREEMENTS] to use, reproduce, modify, display, and distribute the custom software, code, designs, and other deliverables specifically created by the Company for the Client as part of that project (“Developed IP”). * The Company may retain the right to use its general know-how, skills, tools, and non-client-specific, reusable components developed during the course of providing services, provided such use does not infringe upon the Client’s confidential information or specific Developed IP rights granted to the Client.

4.3. Company Tools and Materials: The Company may use its own proprietary tools, libraries, frameworks, or other materials (“Company Materials”) in performing the Services. The Client is granted a limited, non-exclusive, non-transferable license to use such Company Materials solely to the extent they are embedded in or necessary for the use of the Developed IP, and only in conjunction with such Developed IP. The Company retains all ownership rights in its Company Materials.

4.4. Website Content: All content on the Website, including text, graphics, logos, icons, images, audio clips, digital downloads, and software, is the property of the Company or its content suppliers and is protected by international copyright and other intellectual property laws.

5. Confidentiality

5.1. Definition: “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of the Client includes project-specific data and business plans. Confidential Information of the Company includes its proprietary methodologies, tools, and non-public financial information.

5.2. Obligations: The Receiving Party agrees to: * Use Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms or any Client Agreement. * Maintain the Confidential Information in strict confidence and take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials). * Not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except to its employees, contractors, or agents who have a need to know such information for purposes of these Terms or any Client Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein.

5.3. Exclusions: Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

5.4. Compelled Disclosure: If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

6. Warranties and Disclaimers

6.1. Company Warranty (Services): The Company warrants that the Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards. The Client’s sole and exclusive remedy for a breach of this warranty will be, at the Company’s option, either (a) re-performance of the non-conforming Services or (b) a refund of the fees paid for the non-conforming Services. If you notify us in writing of any non-conformance with this warranty within [e.g., 30, 60 days] following completion/delivery of the specific Service, deliverable, specific build or milestone (the “Warranty Period”), our sole and exclusive obligation, and your sole and exclusive remedy, will be for me to use reasonable efforts to correct such substantiated non-conforming Services. This warranty does not cover defects caused by: * Modifications made by you or any third party not authorized by me. * Misuse or improper operation of the application. * Integration with systems or software not specified or approved in the Project Agreement. * Changes in operating

6.2. Disclaimer of Other Warranties: EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 6.1, THE WEBSITE AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

6.3. No Guarantee of Results: While the Company strives for excellence, we do not guarantee that the Services will be error-free, uninterrupted, or that they will meet all the Client’s specific requirements or achieve any particular business outcomes. The nature of software development involves inherent complexities and potential for unforeseen issues.

6.4. Third-Party Services/Software: The Company is not responsible for the performance, availability, or security of any third-party services, software, platforms, or APIs that may be integrated with or used in conjunction with the Services, unless explicitly stated otherwise in a Client Agreement.

7. Limitation of Liability

7.1. NO INDIRECT DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES