Terms of Service

2.1 Engagement

Client hereby engages Company, and Company hereby accepts such engagement, to provide Services as described herein or as otherwise requested by Client from time to time and described in one or more Statements of Work, all on the terms and conditions set forth in these Terms and such Statements of Work.

2.2 Performance Standard

Company shall provide all Services and Work Product in a timely, professional, and workmanlike manner and in accordance with the terms, conditions, and specifications set forth in these Terms and each Statement of Work.

2.3 Scope of Services

All specific work for Client shall be detailed in one or more Statements of Work. The Services may include, but are not limited to:

• Product Development
• Product Design
• Motion Design
• Graphical Design
• 3D Design
• Software Testing

3.1 Obligation to Perform

Company shall only be obligated to provide Services and Work Product pursuant to one or more Statements of Work entered into in accordance with these Terms.

3.2 SOW Requirements

Each Statement of Work shall include:

• A detailed description of the Services and Work Product to be provided;
• If deemed necessary by Company, an implementation plan including deliverables, milestones, corresponding dates, and each party’s respective responsibilities;
• The Fees payable and the billing method; and
• Such other information as the parties deem necessary.

3.3 Changes to Statements of Work

Client may submit a Change Request at any time in writing. Upon receipt, Company shall provide a Change Proposal setting forth a description of the proposed changes and, if necessary, an amended implementation plan reflecting revised schedules and any impact on other deliverables.

Within two (2) business days following receipt of a Change Proposal, Client shall approve, reject, or propose modifications. If Client proposes modifications, the parties shall negotiate in good faith. Upon Client’s approval (a “Change Agreement”), the Change Agreement shall amend the applicable Statement of Work. If the parties cannot agree, Client may require Company to perform under the unchanged Statement of Work.

4.1 Resources and Cooperation

Client shall be responsible, on a timely basis in accordance with each Statement of Work, for:

• Performing all obligations identified as “Client Responsibilities” in the applicable SOW;
• Ensuring that Client’s APIs and backend systems function throughout the term of any SOW and granting Company staff access to Client’s operating environments as necessary;
• Providing all Client Materials, consents, approvals, and other communications required under these Terms or the applicable SOW; and
• Participating with suitably qualified and authorized personnel in all scheduled meetings.

4.2 Effect of Client Delays

If Client fails to perform its obligations under Section 4.1 on a timely basis, and such failure prevents Company from meeting milestone dates set forth in a Statement of Work, Company may extend such milestone dates. If Client disputes any extension, the parties shall negotiate in good faith. Notwithstanding the foregoing, Company shall use commercially reasonable efforts to meet milestones without extension.

4.3 Task Pipeline Discipline

To maintain delivery quality and focus, Client shall not require Company to work on more than one (1) active design task and one (1) active development task at a time, in addition to ongoing bug fixes. Client shall not introduce new parallel tasks outside the agreed pipeline. Task switches or additional requests must be planned and reprioritized through regular alignment calls.

4.4 Alignment Calls

Unless otherwise agreed by Company, Client shall host at least one (1) dedicated alignment call per week to confirm ongoing priorities, restructure and revalidate the task timeline, and ensure clarity around active features, pending dependencies, and upcoming releases. Client is expected to actively participate and provide clear priority guidance.

4.5 API Documentation

If applicable, and before any development task begins, Client shall provide complete API specification documentation in Swagger format (https://swagger.io/), including all relevant parameters, endpoints, and conditions necessary to build the approved feature design. Client shall proactively communicate any planned or ongoing backend changes that may impact frontend development. If Company recommends backend adjustments that reduce frontend complexity and such recommendations are not accepted in a timely manner, Client acknowledges that delivery timelines may be extended and Company shall not be liable for resulting delays.

If required documentation or communication is delayed, the affected task may be blocked or moved to a “Pending” state, delaying delivery.

4.6 Feedback Scope

Feedback rounds shall remain relevant to the current task scope. Design-related feedback shall be submitted directly on the applicable Figma file. Out-of-scope suggestions must be documented and handled in future iterations, not during active delivery or development.

4.7 Production and Staging Environments

Client acknowledges the separation of Staging and Production environments and agrees to provide, maintain, and manage the necessary infrastructure for each:

• PR Preview Environments. Client shall activate Pull Request (PR) Preview environments to allow Company to conduct isolated testing prior to merging into the staging branch. Failure to provide or maintain such environments shall relieve Company of responsibility for testing shortfalls, including bugs appearing in staging.
• Production Environment. Client is solely responsible for setting up and managing the Production environment, including all infrastructure, configurations, and release procedures. Company’s role is limited to preparing and queuing releases. Company shall not be liable for delays or issues arising from misconfigured or failed Production setups.
• Staging Access. Client shall ensure Company’s management, including its lead engineer, is granted sufficient access to the Staging environment for debugging, log reviews, environment variable updates, and other diagnostics. Lack of access may result in delays for which Company shall not be responsible.

4.8 Responsiveness and Decision Making

Client acknowledges that Company relies on timely decisions to avoid production delays (“blockers”). Client agrees to provide required documentation, feedback, and approvals within agreed timeframes, and to assign a clear point of contact empowered to make product decisions.

4.9 Single Point of Contact

Client shall designate one (1) Point of Contact (“POC”) to streamline communication and maintain alignment. All internal questions, concerns, and information shall be consolidated and relayed through this single POC, who is responsible for internal coordination on Client’s side.

4.10 Urgent Blocker Resolution

When a blocker is identified it must be addressed immediately by Client with top priority. Any blocker that remains unresolved for a period exceeding two (2) weeks shall be deemed the sole responsibility of Client, transferred to Client, and permanently removed from Company’s tracking database.

5.1 Non-Solicitation Obligation

During the term of these Terms and for three (3) years following termination, Client agrees not to directly or indirectly solicit, hire, contract with, or attempt to induce any employee, contractor, or subcontractor of Company to leave their engagement with Company.

5.2 Penalty for Violation

If Client breaches this provision, Client shall pay Company the greater of:

• A lump-sum penalty of One Hundred Thousand U.S. Dollars ($100,000); or
• An amount equivalent to twelve (12) months’ salary or compensation of the solicited individual.

This penalty is in addition to (not in lieu of) any injunctive relief or other legal remedies available to Company.

5.3 Exceptions

This provision does not apply to general job postings not targeted at Company personnel or hiring resulting from independent recruitment efforts (e.g., unsolicited applications through public job boards) without direct solicitation.

6.1 Term

These Terms shall commence on the Effective Date and continue for the initial term specified in the applicable Statement of Work (“Initial Term”). Thereafter, the engagement will automatically renew for successive periods of equal duration (each a “Renewal Term”), unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

6.2 End-of-Term Termination

Either party may terminate these Terms for any reason by providing written notice to the other party at least two (2) weeks prior to the expiration of the then-current Term. Sections that by their nature should survive termination (including but not limited to payment obligations, confidentiality, non-solicitation, and limitations of liability) shall remain in effect.

6.3 Early Termination by Client

Client may terminate these Terms before the end of the then-current Term by providing written notice to Company. In such event:

• Client shall not be entitled to any refund, reimbursement, or prorated credit for Fees already paid, including prepaid subscription periods; and
• All unpaid Fees and Reimbursable Expenses for the remainder of the Term shall become immediately due and payable.

Cooling-Off Period: Notwithstanding the above, Client may terminate these Terms by written notice within seven (7) days of the Effective Date and receive a full refund of any amounts paid, minus any non-refundable deposits.

6.4 Early Termination by Company

Company may terminate these Terms early for any reason, provided Company remains obligated to complete any work already paid for by Client. Company shall provide at least five (5) business days’ notice of such early termination.

6.5 Insolvency

Either party may terminate these Terms immediately if the other party: becomes insolvent or admits inability to pay its debts as they become due; becomes subject to any bankruptcy or insolvency proceeding; is dissolved or liquidated; makes a general assignment for the benefit of creditors; or has a receiver, trustee, or similar agent appointed by court order.

6.6 Rights upon Termination

Upon termination:

• All intellectual property owned or developed by Company prior to or independently of these Terms shall remain Company’s exclusive property.
• Client retains all rights in Client Data. Upon request, Company shall return or provide a copy of Client Data in a standard format within thirty (30) days, or permanently delete it (except as required by law).
• Work Product shall vest in Client only upon full payment. Improvements, modifications, or derivative works made to any IP (including feedback-based enhancements) shall remain Company’s property.
• Except as stated above, Client shall have no rights to use, reproduce, or reference Company’s IP after termination, including proprietary systems, processes, or workflows.

7.1 Fees

Client shall pay Company the Fees in advance as set forth on the Portal and/or in the applicable Statement of Work. Company is not obligated to begin work until applicable Fees have been received.

7.2 Reimbursable Expenses

In addition to Fees, Client shall reimburse Company for direct, documented out-of-pocket expenses (“Reimbursable Expenses”) incurred in performing Services. Any individual expense item of Three Hundred U.S. Dollars ($300) or more shall require Client’s prior written approval.

7.3 Taxes

All Fees are exclusive of taxes. Client shall be responsible for all sales, use, excise, and similar taxes imposed by any governmental entity on amounts payable hereunder, other than taxes on Company’s income or assets.

7.4 Invoices

Company shall invoice Client for Fees and Reimbursable Expenses in accordance with the applicable Statement of Work. Invoices shall be submitted electronically to the address specified by Client.

7.5 Payment Methods

Client shall make all payments via immediately available funds, including wire transfer, electronic funds transfer (“EFT”), or stablecoin transfer to an account or address specified by Company.

7.6 Late Payment

Overdue amounts shall accrue interest at three percent (3%) per month, or the maximum rate permitted by applicable law, whichever is lower. Company may suspend access to Services if payment is delayed by more than ten (10) business days.

7.7 Fee Modifications

Except as agreed in writing by the parties, Fees shall not be modified during the term of a Statement of Work.

8.1 Ownership

All intellectual property (“IP”) created under these Terms shall belong to Client upon full payment of all Fees. Prior to full payment, all rights, title, and interest in any IP shall remain with Company.

8.2 Open-Source Components

Any approved open-source components used by Client will be governed by, and subject to, the applicable open-source licenses.

8.3 No Assumption of Liability

Company shall not be liable for any liabilities associated with intellectual property provided by Client. It is Client’s sole responsibility to obtain the rights to any IP Client provides to Company.

9.1 Confidential Information

“Confidential Information” means information in any form or medium that the disclosing party considers confidential or proprietary. The financial terms of these Terms are the Confidential Information of both parties.

9.2 Exclusions

Confidential Information does not include information that: (a) was rightfully known to the receiving party without restriction prior to disclosure; (b) becomes publicly known other than through the receiving party’s breach; (c) was received from a third party not under a confidentiality obligation; or (d) was independently developed without reference to Confidential Information.

9.3 Protection

For the term of these Terms plus five (5) years, the receiving party shall: use Confidential Information only as necessary to perform its obligations; disclose it only to representatives with a need to know who are bound by confidentiality obligations; safeguard it with at least a reasonable degree of care; and be responsible for its representatives’ compliance.

9.4 Compelled Disclosures

If compelled by law to disclose Confidential Information, the receiving party shall, to the extent permitted, promptly notify the disclosing party and provide reasonable assistance in seeking a protective order or other limitations on disclosure.

10.1 Mutual Representations

Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under applicable law; (b) it has full authority to enter into these Terms and perform its obligations; and (c) these Terms constitute a legal, valid, and binding obligation enforceable against such party.

10.2 Company Representations

Company represents and warrants that: (a) it will perform Services in a professional and workmanlike manner using qualified personnel; and (b) no Work Product, when delivered, will contain any virus, malware, backdoor, time bomb, or similar harmful code.

10.3 Client Representations

Client represents, warrants, and acknowledges that:

• Company shall not be liable for any delays, missed deadlines, defects, or reduced quality of deliverables resulting from Client-side issues, including poor or delayed feedback, untimely communication, API or backend delays under Client’s responsibility, failure to provide necessary documentation or approvals, or failure to resolve identified blockers;
• Such Client-side delays shall automatically extend Company’s delivery timelines; and
• Company’s ability to meet deadlines and quality standards is expressly conditioned upon Client’s timely performance of its responsibilities.

11.1 Good Faith

In the performance of Services, Company shall be obligated to act only in good faith and shall not be liable to Client for errors in judgment that are not the result of wilful misconduct.

11.2 Mutual Indemnification

Each party shall indemnify, defend, and hold the other party harmless from all liabilities, costs, and expenses (including reasonable attorneys’ fees) resulting from any misrepresentation, breach of warranty, or the indemnifying party’s gross negligence or wilful misconduct in performance of its obligations.

11.3 Limitation

Neither party shall indemnify the other for losses arising from the other party’s wilful misconduct, fraud, or material breach of these Terms.

12.1 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship.

12.2 Public Announcements

Either party may issue announcements relating to the existence of this engagement. No financial information may be disclosed in any such announcement.

12.3 Communications

All notices and communications under these Terms shall be in writing and delivered by electronic means (email or designated platform). A communication shall be deemed received upon delivery confirmation or, absent confirmation, at 5:00 PM recipient’s local time on the second business day after sending. Electronic communications have the same legal effect as physical signed documents.

12.4 Entire Agreement

These Terms, together with any Statements of Work and documents incorporated by reference, constitute the sole and entire agreement of the parties and supersede all prior understandings, agreements, and representations.

12.5 Assignment

Neither party shall assign or transfer any rights or obligations under these Terms without the other party’s prior written consent.

12.6 Force Majeure

Neither party shall be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, significant hacking events, war, terrorism, riots, or civil unrest, provided the affected party gives prompt notice and uses diligent efforts to minimize the impact. Client may terminate these Terms if a Force Majeure Event affecting Company continues substantially uninterrupted for thirty (30) days or more.

12.7 Severability

If any provision of these Terms is found invalid or unenforceable, such invalidity shall not affect any other provision.

12.8 Amendment and Waiver

No amendment to these Terms is effective unless in writing and agreed to by both parties. Company reserves the right to update these Terms by posting a revised version on the Portal, with such changes becoming effective upon Client’s next payment of Fees. No failure to exercise any right shall constitute a waiver thereof.

12.9 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the District of Columbia, Washington, DC, USA, without regard to conflict of law principles.

12.10 Arbitration

Any dispute arising out of or relating to these Terms shall be resolved exclusively by binding arbitration in accordance with the rules of the American Arbitration Association (AAA), conducted before a single arbitrator in the British Virgin Islands. The arbitrator’s decision shall be final and binding.

WAIVER OF JURY TRIAL AND CLASS ACTIONS: BOTH PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY AND AGREE THAT DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS, NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Each party shall bear its own arbitration costs and attorney’s fees, unless the arbitrator awards fees to the prevailing party. Either party may seek injunctive relief in court for disputes involving intellectual property, confidentiality, or other claims requiring equitable remedies.