Terms of Service

By accessing or using the website located at subsource.org (the "Site") and any services provided by Subsource Software LLC ("Company," "we," "us," or "our"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not access or use our Site or services. These Terms constitute a legally binding agreement between you and Subsource Software LLC. We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to this page with an updated "Last Modified" date. Your continued use of the Site or services after any changes constitutes acceptance of the revised Terms.

Subsource Software provides custom software development services, including but not limited to: web application development, mobile application development, artificial intelligence and automation solutions, system integrations, software consulting, and ongoing maintenance and support (collectively, the "Services"). The specific scope, deliverables, timeline, and pricing for any project will be defined in a separate Statement of Work ("SOW") or project proposal mutually agreed upon by both parties. These Terms govern the general relationship between you and Subsource Software; in the event of a conflict between these Terms and a signed SOW, the SOW shall prevail with respect to that specific engagement.

You agree to: (a) Provide accurate, complete, and timely information, content, and materials as reasonably required for us to perform the Services; (b) Designate a primary point of contact with decision-making authority to facilitate communication and approvals; (c) Review and provide feedback on deliverables within the timeframes specified in the applicable SOW, or within seven (7) business days if no timeframe is specified; (d) Ensure that any materials, data, or content you provide do not infringe upon the intellectual property rights, privacy rights, or other legal rights of any third party; (e) Maintain the confidentiality of any account credentials, staging environments, or access permissions provided to you during the project; (f) Comply with all applicable laws and regulations in connection with your use of the Services and any software developed thereunder.

(a) Client Ownership. Upon full payment of all fees due under the applicable SOW, you shall own all rights, title, and interest in and to the custom software, designs, and deliverables created specifically for you ("Client Deliverables"), excluding any Pre-Existing IP (defined below). (b) Pre-Existing IP. We retain all rights to any tools, frameworks, libraries, methodologies, code snippets, or other intellectual property that existed prior to or were developed independently of your engagement ("Pre-Existing IP"). To the extent any Pre-Existing IP is incorporated into Client Deliverables, we grant you a perpetual, non-exclusive, royalty-free, worldwide license to use such Pre-Existing IP solely as part of the Client Deliverables. (c) Third-Party Components. Certain deliverables may incorporate open-source software or third-party components. Such components remain subject to their respective licenses, and we will disclose the use of any such components upon request. (d) Portfolio Rights. Unless otherwise agreed in writing, we retain the right to display and reference the project in our portfolio, marketing materials, and case studies, provided that we do not disclose any Confidential Information (as defined in Section 8).

(a) Fees. Fees for the Services will be set forth in the applicable SOW or project proposal. Unless otherwise specified, all fees are quoted in United States Dollars (USD). (b) Payment Schedule. Payment schedules will be defined in each SOW. A typical engagement requires a non-refundable deposit of thirty percent (30%) of the total project fee prior to commencement of work, with remaining payments tied to agreed-upon milestones. (c) Late Payments. Invoices are due within fifteen (15) days of the invoice date unless otherwise specified. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. We reserve the right to suspend work on any project for which payment is overdue by more than fifteen (15) days. (d) Taxes. All fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, and other taxes imposed on the Services, excluding taxes based on our net income. (e) Expenses. Any out-of-pocket expenses (e.g., third-party software licenses, hosting fees, stock assets) will be pre-approved by you and billed at cost.

(a) Estimated timelines provided in any SOW are good-faith estimates and are not guaranteed unless explicitly stated otherwise. (b) Delays caused by your failure to provide required information, feedback, approvals, or materials within the agreed timeframes may result in corresponding delays to the project timeline and may incur additional fees. (c) We will promptly notify you of any anticipated delays on our end and will work in good faith to mitigate the impact on the overall project schedule. (d) Neither party shall be liable for delays caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, labor disputes, or failures of third-party services ("Force Majeure Events").

(a) Our Warranty. We warrant that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For a period of thirty (30) days following delivery of each deliverable (the "Warranty Period"), we will correct any material defects or bugs at no additional charge, provided that you notify us in writing during the Warranty Period. (b) Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7(a), THE SERVICES AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. (c) No Guarantee of Results. We do not warrant that any software or deliverable will be error-free, uninterrupted, or free of vulnerabilities after the Warranty Period, or that the Services will achieve any particular business outcome or result.

(a) Definition. "Confidential Information" means any non-public information disclosed by either party to the other in connection with the Services, including but not limited to business plans, technical data, trade secrets, customer information, financial information, and proprietary methodologies. (b) Obligations. Each party agrees to: (i) hold the other party's Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party without prior written consent; and (iii) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms. (c) Exceptions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice of such requirement. (d) Duration. The obligations of confidentiality shall survive the termination of these Terms and any SOW for a period of three (3) years.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. (c) The limitations in this Section 9 shall not apply to: (i) either party's indemnification obligations; (ii) breaches of Section 8 (Confidentiality); or (iii) liability arising from willful misconduct or gross negligence.

(a) By Us. We shall indemnify, defend, and hold you harmless from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from our breach of these Terms or any allegation that the Services or Deliverables infringe upon the intellectual property rights of a third party, provided that such infringement is not caused by your materials, instructions, or modifications. (b) By You. You shall indemnify, defend, and hold us harmless from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (i) your breach of these Terms; (ii) any materials, data, or content you provide to us; or (iii) your use of the Deliverables in a manner not authorized by these Terms or the applicable SOW.

(a) Termination for Convenience. Either party may terminate an SOW upon thirty (30) days' written notice to the other party. Upon such termination, you shall pay for all Services performed and expenses incurred through the effective date of termination. (b) Termination for Cause. Either party may terminate these Terms or any SOW immediately upon written notice if the other party: (i) commits a material breach of these Terms and fails to cure such breach within fifteen (15) days of receiving written notice; or (ii) becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets. (c) Effect of Termination. Upon termination: (i) we will deliver all completed and in-progress work product to you, subject to payment of all outstanding fees; (ii) each party shall return or destroy the other party's Confidential Information; and (iii) Sections 4, 5, 7(b), 8, 9, 10, and 13 shall survive termination.

(a) You may use the Site for lawful purposes only. You agree not to: (i) use the Site in any way that violates applicable law or regulation; (ii) attempt to gain unauthorized access to any part of the Site or its systems; (iii) use automated means (bots, scrapers, etc.) to access the Site without our prior written consent; or (iv) transmit any malicious code, viruses, or harmful content. (b) The content on the Site, including text, graphics, logos, and images, is the property of Subsource Software and is protected by copyright and other intellectual property laws. You may not reproduce, distribute, or create derivative works from Site content without our prior written consent.

(a) These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws provisions. (b) Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, and the arbitrator's decision shall be final and binding. (c) Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information. (d) Each party waives its right to a jury trial in any proceeding arising out of or related to these Terms.

(a) Entire Agreement. These Terms, together with any applicable SOW and any documents incorporated by reference, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications, whether written or oral. (b) Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. (c) Waiver. No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy. (d) Assignment. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets. (e) Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. (f) Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed delivered when sent to the email address on file for the receiving party, or when delivered by certified mail or recognized courier service.

If you have any questions about these Terms of Service, please contact us at: Subsource Software LLC Email: legal@subsource.org Phone: (801) 793-5456