Terms of Service

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "Client") and TrueCode LLC ("TrueCode," "we," "our," or "us"), governing your access to and use of our website at truecode.dev (the "Site") and our software development services (the "Services").

By accessing our Site or engaging our Services, 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 access the Site or use our Services.

Services Overview

TrueCode provides custom software development services, including but not limited to:

• Web application development
• Mobile application development (iOS and Android)
• Enterprise software engineering
• API design and system integration
• Cloud architecture and DevOps consulting
• UI/UX design and prototyping
• Quality assurance and testing
• Technology consulting and advisory

Specific deliverables, timelines, and pricing for any engagement are governed by a separate Statement of Work ("SOW") or proposal agreed upon by both parties prior to the commencement of work. In the event of a conflict between these Terms and a signed SOW, the SOW shall take precedence with respect to the specific engagement.

Engagement Process

Discovery and Proposals

Initial discovery calls and consultations are provided at no charge. Following a discovery phase, TrueCode will deliver a detailed proposal or SOW outlining the project scope, deliverables, timeline, and pricing. No work will commence until both parties have agreed to and signed the SOW.

Acceptance

By signing a SOW or issuing a purchase order referencing these Terms, you agree to engage TrueCode for the described Services and accept the terms, conditions, and pricing outlined therein.

Payment Terms

Fixed-Price Projects

For fixed-price engagements, payment is structured in milestones as defined in the SOW. A typical structure is:

• 30% due at project kickoff
• 30% due at mid-project milestone
• 30% due upon delivery of final deliverables
• 10% due after a 30-day acceptance period

Time and Materials Projects

For time-and-materials engagements, TrueCode invoices bi-weekly based on actual hours worked at the agreed-upon rates. Payment is due within 15 business days of invoice date (net-15).

Late Payments

Invoices not paid within the specified payment terms are subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is less) on the outstanding balance. TrueCode reserves the right to suspend work on any project with invoices more than 30 days overdue.

Intellectual Property

Client Ownership

Upon full payment of all fees due under the applicable SOW, TrueCode assigns to the Client all rights, title, and interest in the custom code, designs, and deliverables created specifically for the Client's project ("Client Deliverables"). This assignment is effective only upon complete payment.

TrueCode Retained Rights

TrueCode retains all rights to pre-existing intellectual property, tools, frameworks, libraries, and methodologies used in the delivery of Services ("TrueCode IP"). Where TrueCode IP is incorporated into Client Deliverables, TrueCode grants the Client a perpetual, non-exclusive, royalty-free license to use such TrueCode IP solely as part of the Client Deliverables.

Open-Source Components

Client Deliverables may include open-source software components, which remain subject to their respective open-source licenses. TrueCode will document all open-source dependencies and their applicable licenses as part of the project deliverables.

Portfolio Rights

Unless otherwise agreed in writing, TrueCode retains the right to reference the project in its portfolio, case studies, and marketing materials. This includes the right to use the Client's name, logo, and general project descriptions. Confidential information will never be disclosed without explicit written consent.

Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the engagement ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, source code, technical specifications, customer data, financial information, and trade secrets.

The receiving party agrees to:

• Use Confidential Information solely for the purpose of fulfilling obligations under the engagement.
• Not disclose Confidential Information to any third party without prior written consent.
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations survive the termination of any engagement for a period of three (3) years.

Warranties and Representations

TrueCode Warranties

TrueCode warrants that:

• Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
• Deliverables will materially conform to the specifications outlined in the applicable SOW for a period of 30 days following delivery ("Warranty Period").
• TrueCode has the right and authority to enter into the engagement and grant the licenses and assignments described herein.
• To the best of TrueCode's knowledge, the Deliverables will not infringe any third-party intellectual property rights.

Warranty Remedies

During the Warranty Period, TrueCode will correct any defects or non-conformities in the Deliverables at no additional cost to the Client. This is the Client's exclusive remedy for breach of the warranty.

Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, TRUECODE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TRUECODE DOES NOT WARRANT THAT THE DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRUECODE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW, REGARDLESS OF THE THEORY OF LIABILITY.

TRUECODE'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS AND ANY SOW SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO TRUECODE UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

The Client agrees to indemnify, defend, and hold harmless TrueCode, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• The Client's use of the Deliverables in a manner not contemplated by the SOW.
• The Client's violation of any applicable laws or regulations.
• Any content, data, or materials provided by the Client for incorporation into the Deliverables.

Project Changes and Scope

Changes to the project scope, timeline, or deliverables after SOW execution must be documented in a written Change Order signed by both parties. TrueCode will assess the impact of requested changes on timeline and cost and provide a Change Order for Client approval before proceeding.

TrueCode is not obligated to perform work outside the scope defined in the SOW without a signed Change Order.

Termination

Termination for Convenience

Either party may terminate an engagement for convenience by providing 30 days' written notice. Upon termination for convenience, the Client shall pay for all Services rendered and expenses incurred through the effective date of termination.

Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party materially breaches these Terms or the applicable SOW and fails to cure such breach within 15 days of receiving written notice of the breach.

Effect of Termination

Upon termination of any engagement:

• The Client shall pay all outstanding invoices and fees for work completed through the termination date.
• TrueCode will deliver all completed and in-progress Deliverables to the Client (subject to full payment).
• Each party will return or destroy the other party's Confidential Information upon request.
• Provisions regarding intellectual property, confidentiality, limitation of liability, and indemnification shall survive termination.

Website Use

Acceptable Use

You agree to use our Site only for lawful purposes and in a manner that does not infringe the rights of, restrict, or inhibit anyone else's use of the Site. You may not:

• Use the Site in any way that violates applicable local, state, national, or international law.
• Attempt to gain unauthorized access to any part of the Site, other accounts, or computer systems or networks connected to the Site.
• Use any automated means (bots, scrapers, crawlers) to access or collect data from the Site without our express written permission.
• Transmit any viruses, malware, or other harmful code through the Site.

Content Accuracy

While we strive to keep the information on our Site accurate and up-to-date, we make no representations or warranties about the completeness, accuracy, or reliability of any content on the Site. Case studies, project descriptions, and statistics are presented for informational purposes and may be subject to confidentiality agreements that limit the level of detail disclosed.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to natural disasters, pandemic, war, terrorism, government actions, power failures, internet disruptions, or third-party service outages.

Dispute Resolution

Any dispute arising out of or relating to these Terms or any SOW shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may initiate binding arbitration under the rules of the American Arbitration Association (AAA) in Austin, Texas.

Both parties agree that any arbitration shall be conducted on an individual basis and not as a class, consolidated, or representative action.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law provisions. Any legal proceedings not subject to arbitration shall be brought in the state or federal courts located in Travis County, Texas.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

Entire Agreement

These Terms, together with any applicable SOW, constitute the entire agreement between you and TrueCode regarding the subject matter hereof and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

Amendments

TrueCode reserves the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on this page with a revised "Last updated" date. Your continued use of the Site or Services after the effective date of any modifications constitutes your acceptance of the updated Terms.

Contact Information

If you have questions about these Terms of Service, please contact us at:

• Email: info@truecode.africa
• Address: Karen