Terms of Service

1. Acceptance of Terms

By accessing our website, engaging our services, or entering into a service agreement with AddrReach, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, you must not access or use our services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Services Description

AddrReach provides application development services, including but not limited to:

• Mobile Application Development: Native and cross-platform mobile applications for iOS and Android
• Web Application Development: Custom web applications, progressive web apps (PWAs), and web platforms
• Global Launch Services: Localization, internationalization, market research, and deployment assistance
• Consulting Services: Technical consulting, architecture design, and strategic planning
• Maintenance and Support: Ongoing maintenance, updates, and technical support services

Specific services, deliverables, timelines, and fees will be detailed in individual service agreements, statements of work (SOW), or project proposals executed between you and AddrReach.

3. Eligibility and Account Registration

3.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our services. By using our services, you represent and warrant that you meet these requirements.

3.2 Account Information

If you create an account with us, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your password and account credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized access or security breach

4. Service Agreements and Project Scope

4.1 Engagement Process

All projects will be governed by a written agreement that includes:

• Detailed project scope and specifications
• Deliverables and milestones
• Timeline and schedule
• Fees, payment terms, and expenses
• Acceptance criteria and testing procedures
• Warranties and support terms

4.2 Scope Changes

Any changes to the agreed project scope must be documented in writing through a formal change request process. Additional fees and timeline adjustments may apply for scope changes.

4.3 Client Responsibilities

You agree to:

• Provide timely access to necessary information, assets, and personnel
• Respond to our requests for information within agreed timeframes
• Review and approve deliverables in a timely manner
• Provide accurate and complete requirements and specifications
• Ensure you have the rights to any materials provided to us

5. Fees and Payment Terms

5.1 Fees

Fees for our services will be specified in your service agreement. Unless otherwise stated, all fees are:

• Quoted in United States Dollars (USD)
• Exclusive of applicable taxes, duties, or government charges
• Non-refundable once services have commenced

5.2 Payment Terms

• Invoicing: Invoices will be issued according to the payment schedule in your service agreement
• Payment Due: Payment is due within 30 days of invoice date unless otherwise specified
• Late Payments: Late payments may incur interest charges of 1.5% per month (or the maximum allowed by law)
• Payment Methods: We accept wire transfers, ACH, credit cards, and other methods as agreed

5.3 Expenses

Unless otherwise agreed, you will reimburse reasonable expenses incurred in connection with your project, including third-party services, licenses, hosting, and other direct costs.

5.4 Suspension for Non-Payment

We reserve the right to suspend services if payment is more than 15 days overdue. We may also pursue collection remedies and charge reasonable collection costs.

6. Intellectual Property Rights

6.1 Client-Provided Materials

You retain all rights to materials, content, trademarks, and intellectual property you provide to us. By providing such materials, you grant us a non-exclusive license to use them solely for the purpose of performing services under your agreement.

6.2 AddrReach Intellectual Property

We retain all rights to:

• Our proprietary tools, frameworks, libraries, and methodologies
• Pre-existing intellectual property and code developed prior to your engagement
• General knowledge, skills, and experience gained during the project
• Reusable components, templates, and utilities we developed independently

6.3 Work Product Ownership

Upon full payment of all fees:

• You will own the custom code and designs created specifically for your project (as defined in the service agreement)
• We retain ownership of our underlying tools, frameworks, and reusable components
• Third-party components remain subject to their respective licenses

6.4 Portfolio Rights

Unless you specifically object in writing, we may use your project in our portfolio, case studies, and marketing materials, including screenshots and descriptions of the work performed.

7. Confidentiality

7.1 Confidential Information

Both parties agree to protect each other's confidential information, which includes:

• Business strategies, financial information, and trade secrets
• Technical data, designs, and proprietary methods
• Customer lists and business relationships
• Any information marked as "Confidential" or reasonably understood to be confidential

7.2 Obligations

Each party agrees to:

• Not disclose confidential information to third parties without written consent
• Use confidential information only for the purposes of the engagement
• Protect confidential information with the same care used for their own confidential information
• Return or destroy confidential information upon request or termination

7.3 Exceptions

Confidentiality obligations do not apply to information that:

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

8. Warranties and Disclaimers

8.1 Limited Warranty

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to the specifications in the service agreement
• We have the right to provide the services and grant the licenses described herein
• Our work will not infringe on the intellectual property rights of third parties

8.2 Warranty Period

Unless otherwise specified in your service agreement, warranty coverage for defects in deliverables is limited to 90 days from acceptance. Your exclusive remedy for warranty breaches is correction of defects or, at our option, refund of fees paid for the defective deliverable.

9. Limitation of Liability

10. Indemnification

10.1 Client Indemnification

You agree to indemnify, defend, and hold harmless AddrReach and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms or your service agreement
• Your violation of any law or regulation
• Infringement of third-party rights by materials you provide to us
• Your use of deliverables in a manner not authorized by your service agreement
• Any representation or warranty you make that is false or misleading

10.2 AddrReach Indemnification

We agree to indemnify you from claims that our deliverables (excluding third-party components and client-provided materials) infringe the intellectual property rights of third parties, provided you:

• Promptly notify us in writing of any such claim
• Give us sole control of the defense and settlement
• Provide reasonable assistance in the defense

11. Term and Termination

11.1 Term

These Terms remain in effect while you use our services or until terminated as described below.

11.2 Termination for Convenience

Either party may terminate a service agreement for convenience by providing written notice as specified in the agreement. You will pay for all services performed and expenses incurred up to the termination date.

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 within 15 days of notice
• The other party becomes insolvent, files for bankruptcy, or ceases business operations
• Continuing performance would violate applicable law

11.4 Effects of Termination

Upon termination:

• You must pay all outstanding fees and expenses
• We will deliver completed work products (upon full payment)
• Each party will return or destroy the other's confidential information
• Provisions that by their nature should survive will continue (including confidentiality, intellectual property, indemnification, and limitation of liability)

12. Third-Party Services and Components

Our deliverables may include or rely on third-party services, APIs, libraries, and components, which are subject to their respective terms and licenses. We are not responsible for:

• Changes, discontinuation, or failure of third-party services
• Costs associated with third-party services (unless explicitly included in your agreement)
• Compliance with third-party terms of service and licenses
• Availability, reliability, or security of third-party components

You are responsible for obtaining and maintaining any necessary third-party licenses and ensuring compliance with third-party terms.

13. Acceptable Use Policy

You agree not to use our services or deliverables to:

• Violate any applicable laws, regulations, or third-party rights
• Distribute malware, viruses, or other harmful code
• Engage in fraudulent, deceptive, or misleading activities
• Harass, abuse, or harm others
• Interfere with or disrupt our services or systems
• Attempt to gain unauthorized access to our systems or networks
• Reverse engineer, decompile, or disassemble our proprietary tools (unless legally permitted)
• Remove or obscure proprietary notices or labels

14. Data Protection and Privacy

Our collection and use of personal data is governed by our Privacy Policy. When we process personal data on your behalf:

• You are the data controller and we are the data processor
• We will process data only according to your documented instructions
• We will implement appropriate technical and organizational security measures
• We will assist you in complying with data protection obligations
• We will execute a Data Processing Agreement if required by applicable law

15. Export Compliance

Our services and deliverables may be subject to export control laws and regulations. You agree to comply with all applicable export and import laws, including U.S. Export Administration Regulations and International Traffic in Arms Regulations. You represent that you are not:

• Located in a country subject to U.S. embargo
• Listed on any U.S. government list of prohibited or restricted parties
• Subject to any restrictions that would prohibit use of our services

16. Dispute Resolution

16.1 Negotiation

In the event of any dispute, the parties agree to first attempt to resolve the matter through good faith negotiation.

16.2 Mediation

If negotiation fails to resolve the dispute within 30 days, the parties agree to attempt resolution through mediation before a mutually acceptable mediator.

16.3 Arbitration

If mediation does not resolve the dispute within 60 days, any remaining disputes will be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will be conducted in English and located in a mutually agreeable location or virtually.

16.4 Exceptions

Either party may seek injunctive relief in court to prevent irreparable harm, protect intellectual property rights, or collect outstanding payments.

17. Governing Law and Jurisdiction

These Terms and any disputes arising from or relating to them will be governed by the laws of the United States and the state where AddrReach is incorporated, without regard to conflict of law principles.

To the extent arbitration does not apply, you consent to the exclusive jurisdiction of the courts located in the jurisdiction where AddrReach is incorporated.

18. Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond their reasonable control, including:

• Acts of God, natural disasters, and severe weather
• War, terrorism, civil unrest, and government actions
• Epidemics, pandemics, and public health emergencies
• Labor disputes, strikes, and lockouts
• Utility failures and telecommunications outages
• Cyber attacks and security incidents

The affected party must provide prompt notice 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 service agreement.

19. General Provisions

19.1 Entire Agreement

These Terms, together with your service agreement and any referenced documents, constitute the entire agreement between you and AddrReach regarding the subject matter and supersede all prior agreements and understandings.

19.2 Amendments

We may update these Terms from time to time. Changes will be effective upon posting to our website with an updated "Last Updated" date. Material changes will be communicated via email or prominent notice. Your continued use of our services after changes constitutes acceptance.

19.3 Waiver

No waiver of any provision of these Terms will be deemed a further or continuing waiver of such provision or any other provision.

19.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

19.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any successor or affiliate without restriction.

19.6 No Third-Party Beneficiaries

These Terms are for the benefit of the parties only and do not create any rights for third parties.

19.7 Independent Contractors

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

19.8 Notices

All notices must be in writing and sent to the addresses specified in your service agreement or to the contact information below. Notices are deemed received when delivered personally, sent by confirmed email, or three days after mailing.

20. Contact Information