Terms & Conditions

1. Definitions

In these Terms and Conditions:

• “Company,” “we,” “us,” or “our” refers to Marzical Productions LLC, doing business as AppUp Solutions.
• “Client,” “you,” or “your” refers to the individual or entity using our website, requesting information, or engaging our services.
• “Services” refers to software development, product strategy, design, consulting, integrations, support, and related services we provide.
• “Deliverables” refers to work product created under a Project Agreement, including software, source code, documentation, designs, configurations, and other materials.
• “Project Agreement” refers to a separate written agreement, proposal, statement of work, or order form that defines a specific engagement.
• “Confidential Information” refers to non-public information disclosed by either party that is confidential by nature or designation.

2. Acceptance of Terms

By accessing this website, submitting an inquiry, or engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you act on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

These terms govern general website use and serve as baseline terms. Specific Services will be governed by a Project Agreement, which may incorporate these terms by reference and may modify them. When a signed Project Agreement conflicts with these terms, the Project Agreement controls for that engagement.

Consultation requests. Submitting the website consultation form requests contact and scheduling. It does not confirm an appointment, create a paid engagement, obligate either party to proceed, or replace a signed project agreement or statement of work.

3. Services Overview

3.1 Scope of Services

AppUp Solutions may provide services including:

• Business analysis, discovery, requirements gathering, and workflow mapping.
• Software architecture, product design, user-experience design, and prototyping.
• Custom web, SaaS, internal-system, mobile-interface, and application development.
• System integrations, data movement, APIs, workflow automation, and AI-assisted workflows.
• Cloud configuration, deployment, maintenance, support, and product improvement.

3.2 Project Agreements

Each service engagement should be described in a written Project Agreement specifying, as applicable:

• Scope, assumptions, exclusions, requirements, and Deliverables.
• Timeline, phases, dependencies, milestones, and client responsibilities.
• Pricing, deposits, recurring fees, expenses, and payment schedule.
• Review periods, acceptance criteria, warranties, support, and change control.
• Project-specific intellectual-property, hosting, security, privacy, or data terms.

4. Intellectual Property Rights

Intellectual-property ownership is an important part of software development. The following applies unless a Project Agreement clearly states otherwise.

4.1 Client Materials

You retain rights to materials, data, content, trademarks, processes, and other intellectual property you provide (“Client Materials”). You grant us a limited, non-exclusive right to use Client Materials solely as reasonably necessary to perform the Services.

4.2 Company Pre-Existing IP

We retain rights to our pre-existing and independently developed intellectual property, including frameworks, libraries, utilities, methods, generic modules, reusable components, product know-how, templates, and tools (“Company Pre-Existing IP”).

When Company Pre-Existing IP is incorporated into Deliverables, we grant you a perpetual, non-exclusive, royalty-free license to use that Company Pre-Existing IP solely as part of and as necessary to use the applicable Deliverables, unless a Project Agreement states otherwise.

4.3 Custom Deliverables

Subject to full payment of all amounts due, ownership of custom Deliverables created specifically for your project will transfer to you upon delivery and acceptance, excluding:

• Company Pre-Existing IP.
• Third-party and open-source components governed by their own terms.
• Generic or reusable code, concepts, techniques, and components not unique to your business.
• Items expressly licensed rather than assigned under the Project Agreement.

4.4 Third-Party Components

Deliverables may use third-party services, APIs, libraries, open-source software, software-development kits, fonts, media, or other components. Those items remain governed by their own licenses, pricing, availability, and provider terms. We will identify material third-party dependencies where reasonably practical.

4.5 Portfolio Rights

Unless otherwise agreed in writing, we may identify you as a client, provide a high-level description of the Services, and display non-confidential portions of completed work in our portfolio or marketing. We will not intentionally disclose Confidential Information or proprietary business details without authorization.

5. Confidentiality

5.1 Confidential Information

Each party agrees to protect Confidential Information received from the other party, use it only for the authorized relationship, and disclose it only to personnel or providers who need it and are subject to appropriate obligations. Confidential Information may include:

• Business plans, strategies, pricing, financial information, and non-public operations.
• Technical data, trade secrets, source code, architecture, credentials, and proprietary methods.
• Customer, employee, supplier, and vendor information.
• Project specifications, designs, prototypes, requirements, and security information.
• Information marked confidential or reasonably understood to be confidential.

5.2 Exclusions

Confidentiality obligations do not apply to information that the receiving party can demonstrate:

• Is or becomes public through no breach of an obligation.
• Was lawfully known without restriction before disclosure.
• Was independently developed without use of the other party’s Confidential Information.
• Was rightfully received from a third party without a confidentiality obligation.
• Must be disclosed by law, provided reasonable notice is given where legally permitted.

5.3 Duration

Confidentiality obligations survive termination and continue for five years from disclosure, except trade-secret obligations continue for as long as the information remains a trade secret under applicable law.

6. Payment Terms

6.1 Fees and Estimates

Fees and billing arrangements will be stated in the Project Agreement. Unless otherwise stated:

• Estimates are good-faith projections, not guarantees, unless expressly identified as fixed-price commitments.
• Fixed-price work may require a deposit, commonly 25%–50%, before work begins.
• Time-and-materials work is billed based on actual time and agreed rates, commonly monthly in arrears.
• Fees exclude sales, use, withholding, or similar taxes for which you are responsible, other than taxes on our income.

6.2 Payment Schedule

Invoices are due within 30 days of the invoice date unless the Project Agreement states a different due date. Accepted payment methods will be identified on the invoice or in the Project Agreement.

6.3 Late Payments

To the extent permitted by law, overdue amounts may result in interest of 1.5% per month or the maximum lawful rate, suspension of Services, withholding of Deliverables or access, and recovery of reasonable collection costs and legal fees.

6.4 Expenses and Third-Party Costs

Approved travel, software, hosting, licensing, data, infrastructure, payment-processing, and other third-party costs incurred for your project may be billed as stated in the Project Agreement. You remain responsible for provider charges tied to accounts you own or control.

7. Project Execution

7.1 Client Responsibilities

Successful delivery requires timely participation. You agree to:

• Provide accurate information, content, data, access, credentials, systems, and personnel reasonably needed for the project.
• Respond to questions, approvals, and requests within agreed timeframes.
• Review work and provide specific, consolidated feedback promptly.
• Make decisions necessary to keep the project moving and designate an authorized point of contact.
• Confirm that you have rights and permissions needed for Client Materials and requested integrations.

Delays in client responsibilities may reasonably extend the schedule and may affect cost or resource availability.

7.2 Change Requests

Changes to scope, requirements, assumptions, timeline, or Deliverables after approval require written agreement. We may provide an assessment of cost, timing, and technical impact. Work on a change begins after approval through a change order, revised Project Agreement, or other written authorization.

7.3 Acceptance Testing

After delivery, you will have the acceptance period stated in the Project Agreement, or 14 days if none is stated, to test the Deliverables. Deliverables may be deemed accepted if you provide written acceptance, use them in production, or do not provide a written rejection identifying material, reproducible failure to meet agreed acceptance criteria within the review period.

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that Services will be performed in a professional and workmanlike manner and that custom Deliverables will substantially conform to written specifications for 60 days after acceptance, unless the Project Agreement states a different warranty period.

8.2 Warranty Remedy

If a covered Deliverable materially fails to conform during the warranty period and you provide timely, sufficient notice, we may, at our option, correct or replace the non-conforming portion or refund the fees paid specifically for that non-conforming portion. This is the exclusive remedy for covered warranty claims.

8.3 Exclusions

The warranty does not cover issues caused by unauthorized changes, misuse, unsupported environments, client or third-party systems, provider outages or changes, inaccurate data, failure to follow instructions, or use outside the agreed scope.

8.4 Disclaimer

EXCEPT AS EXPRESSLY STATED IN A PROJECT AGREEMENT OR THESE TERMS, THE WEBSITE, SERVICES, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, IMMUNE FROM ALL SECURITY RISKS, OR COMPATIBLE WITH EVERY FUTURE THIRD-PARTY CHANGE.

9. Limitation of Liability

9.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, OR DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

9.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO A PROJECT, THESE TERMS, OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID TO US FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

9.3 Exceptions

Limitations apply to the fullest extent permitted by applicable law. A Project Agreement may identify specific exceptions, and limitations may not apply where prohibited by law, including for certain gross negligence, willful misconduct, payment obligations, or liabilities that cannot lawfully be limited.

10. Indemnification

10.1 Your Indemnification

You agree to defend, indemnify, and hold harmless Marzical Productions LLC, AppUp Solutions, and their officers, members, employees, contractors, and agents from third-party claims, damages, liabilities, losses, and reasonable expenses arising from:

• Your material breach of these terms or a Project Agreement.
• Your unlawful, unauthorized, or out-of-scope use of Deliverables.
• Client Materials, instructions, data, or content that infringe or violate third-party rights.
• Your violation of applicable laws or obligations to users, employees, customers, or third parties.

10.2 Our Indemnification

Subject to the Project Agreement and limitations in these terms, we will defend and indemnify you against a third-party claim that a custom Deliverable created solely by us directly infringes a United States intellectual-property right, excluding claims arising from Client Materials, third-party components, required specifications, combinations not supplied by us, or unauthorized modifications or use. You must promptly notify us, allow us to control the defense and settlement, and provide reasonable cooperation.

11. Termination

11.1 Termination for Convenience

Either party may terminate a Project Agreement with 30 days’ written notice unless the Project Agreement states otherwise. Upon termination for convenience, you must pay for Services performed, completed milestones, committed non-cancelable costs, and approved expenses through the effective termination date.

11.2 Termination for Cause

Either party may terminate for a material breach that remains uncured 15 days after written notice, or immediately where the other party becomes insolvent, ceases business, engages in illegal conduct materially affecting the relationship, or creates a serious and immediate security or legal risk.

11.3 Effect of Termination

Upon termination, outstanding amounts become due, access may end, each party will return or destroy the other party’s Confidential Information as reasonably required, and we will deliver paid-for work as provided in the Project Agreement. Provisions concerning payment, intellectual property, confidentiality, warranties, liability, indemnification, dispute resolution, and other terms that by nature should survive will remain effective.

12. Dispute Resolution

12.1 Good-Faith Negotiation

The parties will first attempt in good faith to resolve disputes through direct discussions between authorized representatives.

12.2 Mediation

If direct negotiation does not resolve the dispute, the parties agree to attempt mediation with a mutually acceptable mediator before filing litigation, unless emergency injunctive relief or a filing deadline makes mediation impractical. Each party bears its own expenses, and mediator fees are divided equally unless otherwise agreed.

12.3 Governing Law and Jurisdiction

These terms and related disputes are governed by North Carolina law, without regard to conflict-of-law principles. Unless a Project Agreement states otherwise, litigation must be brought in the state or federal courts located in Wake County, North Carolina, and each party consents to personal jurisdiction and venue there.

13. General Provisions

13.1 Independent Contractor

We are an independent contractor. Nothing creates an employment, partnership, franchise, fiduciary, agency, or joint-venture relationship.

13.2 Assignment

Neither party may assign a Project Agreement without the other party’s written consent, except in connection with a merger, reorganization, financing, or sale of substantially all relevant assets, provided the assignee assumes the applicable obligations.

13.3 Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, terrorism, civil disturbance, labor actions, epidemics, government action, utility failure, provider outages, or widespread Internet or infrastructure disruption. Payment obligations for completed work are not excused.

13.4 Entire Agreement

These terms, together with the applicable Project Agreement and expressly incorporated documents, constitute the agreement concerning their subject matter and supersede prior proposals, representations, and discussions on that subject.

13.5 Amendments

Project-specific changes must be agreed in writing. We may update website terms from time to time by posting the revised version and changing the update date. Changes do not retroactively alter a signed Project Agreement unless agreed in writing.

13.6 Severability

If a provision is found unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions remain effective.

13.7 Waiver

Failure to enforce a provision is not a waiver of that provision or a future breach. A waiver must be written and signed by the waiving party.

13.8 Notices

Formal notices must be in writing and delivered through the method and addresses stated in the Project Agreement, or by email with confirmation, certified mail, or recognized courier to the most recent business contact information provided by the receiving party.

14. Website Terms of Use

14.1 Permitted Use

You may use this website for lawful informational and business purposes. You agree not to:

• Attempt to gain unauthorized access to systems, accounts, data, or infrastructure.
• Probe, scan, disrupt, overload, or circumvent security or access controls.
• Transmit malicious code, abusive content, spam, or fraudulent submissions.
• Impersonate a person or entity or misrepresent authority or affiliation.
• Scrape, copy, or exploit website content in violation of law or our rights.
• Use the website or Services to facilitate unlawful activity.

14.2 Content Accuracy and Availability

Website content is general information and may not reflect every current service, price, technology, or project term. We may modify or remove content and may suspend website availability without notice. A website statement does not replace a signed Project Agreement.

14.3 Third-Party Links

The website may link to products, providers, or third-party sites. We do not control third-party content, privacy practices, security, availability, or terms, and a link does not necessarily constitute endorsement.

15. Contact Information

Questions about these Terms and Conditions may be directed to: