Software Advisory Services Agreement

Agreement to Terms

This Software Advisory Services Agreement (the "Agreement") constitutes a legally binding agreement between you, the Client, and Development Seed, the Service Provider.

Services

1.1 Scope of Services:

Service Provider agrees to provide software advisory services as described in the Service Order, which may include:

• Technical Advisory: A detailed analysis or recommendation on a specific technical issue. (1 hour minimum)
• Small Feature: A focused feature or functionality enhancement. (4 hour minimum)
• Medium Feature: A more substantial feature or functionality addition. (8 hour minimum)

The Service Order is incorporated into and is an integral part of this Software Advisory Services Agreement.

1.2 Confidentiality

Service Provider agrees to maintain the confidentiality of all Confidential Information received from Client and shall not disclose, distribute, reproduce, copy, publish, or use such Confidential Information for any purpose other than as expressly authorized by Client. "Confidential Information" means any proprietary or non-public information disclosed by Client, including but not limited to trade secrets, technical data, product plans, customer information, and business strategies, regardless of form or medium. This obligation of confidentiality shall survive termination of this Agreement for a period of two (2) years.

1.3 Intellectual Property

• Work Product Ownership: Upon completion of the Services, all deliverables, including delivered features, documentation, and reports (the "Work Product"), shall be owned by the Client.
• Underlying Code: Service Provider retains ownership of any underlying open-source code used in the Work Product.
• License Grant: Service Provider grants the Client a worldwide, royalty-free, non-exclusive, non-transferable license to use the Work Product.

Fees and Payment

2.1 Fees

The fees for the Services shall be $300 per hour, total amount to be agreed upon by Service Provider and Client in advance and outlined in a Service Order.

2.2 Payment

Payment shall be made by credit card through Stripe. Payment is due upon purchase of the Services and is non-refundable.

Term and Termination

3.1 Term

The term of this Agreement shall commence upon your acceptance of these terms and conditions and shall continue until the Services are completed.

3.2 Termination

This Agreement cannot be terminated by either party after Services have commenced.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) THE USE OR INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written, with respect to the subject matter hereof.