Important: These terms govern your use of our website and form the basis for any service engagement. By using our website or engaging our services, you agree to these terms.
In these Terms and Conditions:
By accessing our website, submitting inquiries, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you are entering into these terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.
These Terms and Conditions apply to website usage. Specific services will be governed by a separate Project Agreement, which will incorporate these terms by reference unless explicitly stated otherwise.
AppUp Solutions provides custom software development services, including but not limited to:
All service engagements require a written Project Agreement that specifies:
Note: Intellectual property ownership is a critical aspect of software development. The following terms apply unless explicitly modified in a Project Agreement.
You retain all rights to materials, data, content, and intellectual property you provide to us ("Client Materials"). You grant us a limited, non-exclusive license to use Client Materials solely for the purpose of performing the Services.
We retain all rights to our pre-existing intellectual property, including but not limited to:
Where our pre-existing IP is incorporated into Deliverables, we grant you a perpetual, non-exclusive, royalty-free license to use such IP solely as part of the Deliverables.
Subject to full payment of all fees, ownership of custom Deliverables specifically created for your project shall transfer to you upon delivery and acceptance, excluding:
Deliverables may include open-source or third-party components. Such components remain subject to their original licenses. We will provide documentation of all third-party components and their applicable licenses.
Unless otherwise agreed in writing, we reserve the right to:
We will not disclose confidential business information or proprietary details without your consent.
Both parties agree to maintain the confidentiality of Confidential Information received from the other party. Confidential Information includes:
Confidentiality obligations do not apply to information that:
Confidentiality obligations survive termination of any agreement and continue for five (5) years from the date of disclosure, or indefinitely for trade secrets.
Project fees, payment schedules, and billing arrangements will be specified in the Project Agreement. Unless otherwise stated:
Invoices are due within thirty (30) days of the invoice date unless otherwise agreed. We accept payment via bank transfer, credit card, or other methods specified in the Project Agreement.
Late payments may incur:
Pre-approved expenses (travel, software licenses, hosting costs, etc.) incurred on your behalf will be billed at cost plus any applicable handling fees as specified in the Project Agreement.
Successful project delivery requires your active participation. You agree to:
Changes to project scope, timeline, or requirements after Project Agreement execution require a written Change Order. We will provide impact assessments for proposed changes, including effects on timeline and cost. Work on changes begins only after Change Order approval.
Upon delivery of Deliverables, you will have a specified period (typically 14 days) to conduct acceptance testing. Deliverables are deemed accepted if:
We warrant that:
If Deliverables fail to conform to specifications during the warranty period, we will, at our option:
This constitutes your exclusive remedy for warranty claims.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET ALL OF YOUR REQUIREMENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
This limitation applies regardless of the cause of action or theory of liability, even if advised of the possibility of such damages.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY PROJECT OR THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
The limitations in this section do not apply to:
You agree to indemnify, defend, and hold harmless Marzical Productions LLC (d/b/a AppUp Solutions) and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising from:
We agree to indemnify, defend, and hold harmless you from claims that Deliverables (excluding Client Materials and third-party components) infringe any third-party intellectual property rights, provided that:
Either party may terminate a Project Agreement with thirty (30) days' written notice. Upon termination for convenience:
Either party may terminate immediately upon written notice if the other party:
Upon termination:
The parties agree to attempt in good faith to resolve any dispute through direct negotiation before pursuing other remedies.
If negotiation fails, disputes shall be submitted to mediation before a mutually agreed mediator. Each party bears its own costs, with mediation fees split equally.
These Terms are governed by the laws of the State of North Carolina. Any litigation shall be brought exclusively in the state or federal courts located in Wake County, North Carolina, and both parties consent to personal jurisdiction in such courts.
We are an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.
Neither party may assign these Terms or any Project Agreement without the other party's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
Neither party is liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or infrastructure failures.
These Terms, together with any Project Agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.
We may update these Terms from time to time. Material changes will be communicated via our website. Continued use of our services after changes constitutes acceptance.
If any provision is found unenforceable, the remaining provisions continue in full force and effect.
Failure to enforce any provision does not constitute a waiver of future enforcement.
All notices must be in writing and delivered via email with confirmation, certified mail, or recognized courier service to the addresses specified in the Project Agreement.
You may use our website for lawful purposes only. You agree not to:
While we strive for accuracy, website content is provided for general information only and may not reflect current offerings. We reserve the right to modify content at any time without notice.
For questions about these Terms and Conditions:
AppUp Solutions
A DBA of Marzical Productions LLC
Email: [email protected]
Address: 4030 Wake Forest Road Ste 349, Raleigh, NC 27609