Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your use of nSquare.dev's website, services, and products. By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our services.

2. Description of Services

nSquare.dev provides custom software development and IT services, including but not limited to:

• Custom web and mobile application development
• Software architecture and system design
• Database design and implementation
• API development and integration
• IT consulting and technical advisory services
• Maintenance and support services
• Cloud infrastructure setup and management
• Security assessments and implementations

3. Service Agreements

3.1 Project Scope

All services will be provided according to a Statement of Work (SOW) or Service Agreement that outlines project scope, deliverables, timelines, and compensation. Any changes to the scope require written agreement from both parties.

3.2 Client Responsibilities

Clients agree to:

• Provide accurate and complete project requirements
• Supply necessary access, credentials, and resources
• Respond promptly to requests for feedback and approvals
• Make timely payments according to agreed terms
• Maintain appropriate backup systems for critical data

3.3 Delivery and Acceptance

Deliverables will be provided according to the agreed timeline. Client acceptance of deliverables must be provided within [X] business days, or deliverables will be deemed accepted.

4. Payment Terms

4.1 Fees and Payment

Payment terms will be specified in each Service Agreement. Unless otherwise agreed, invoices are due within 30 days of receipt. Late payments may incur interest charges of 1.5% per month.

4.2 Expenses

Client is responsible for reimbursing pre-approved expenses related to project delivery, including third-party software licenses, cloud services, and travel expenses.

4.3 Suspension of Services

We reserve the right to suspend services for non-payment after 30 days past due, with written notice to the client.

5. Intellectual Property

5.1 Client Ownership

Upon full payment, client owns all custom-developed software, code, and deliverables created specifically for their project, subject to any third-party components and our retained rights.

5.2 Our Retained Rights

We retain rights to:

• General methodologies, processes, and know-how
• Reusable components and frameworks we developed
• Use project experience for reference and portfolio purposes

5.3 Third-Party Components

Any third-party software, libraries, or components remain subject to their respective licenses. We will identify such components and their licensing terms.

6. Confidentiality

We agree to maintain confidentiality of all client proprietary information and will not disclose such information to third parties without written consent, except as required by law or as necessary to provide services.

7. Warranties and Disclaimers

7.1 Service Warranty

We warrant that services will be performed in a professional manner consistent with industry standards. We will correct any defects in our work at no charge for [90 days] after delivery.

7.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SERVICES ARE PROVIDED "AS IS."

8. Limitation of Liability

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM. WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9. Indemnification

Client agrees to indemnify and hold us harmless from claims arising from: (a) Client's use of deliverables in a manner not contemplated by the Service Agreement, (b) Client's violation of these Terms, or (c) Client's negligent acts or omissions.

10. Termination

10.1 Termination for Convenience

Either party may terminate a Service Agreement with 30 days written notice. Client will pay for all work completed through the termination date.

10.2 Termination for Cause

Either party may terminate immediately for material breach that remains uncured after 15 days written notice.

10.3 Effect of Termination

Upon termination, we will provide client with all work product completed through the termination date, subject to payment of all outstanding fees.

11. Force Majeure

Neither party will be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, government actions, or other unforeseeable events.

12. Dispute Resolution

Any disputes will first be addressed through good faith negotiations. If unresolved, disputes will be settled through binding arbitration in California under the rules of the American Arbitration Association.

13. General Provisions

13.1 Governing Law

These Terms are governed by the laws of California, without regard to conflict of law principles.

13.2 Entire Agreement

These Terms, together with any Service Agreement, constitute the entire agreement between the parties and supersede all prior understandings.

13.3 Amendments

We may update these Terms from time to time. Continued use of our services after changes constitutes acceptance of the updated Terms.

13.4 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.

14. Contact Information

Questions about these Terms should be directed to:

nSquare.dev
Email: info@nsquare.dev
Phone: 408-614-9166
Address: Los Angeles, CA