Terms of Service

1. Acceptance of Terms

By accessing and using DevAO's website, services, or engaging with us for software development, consulting, or other professional services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our services.

These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and DevAO ("we," "us," or "our").

2. Description of Services

DevAO provides professional software development, consulting, and technology services including but not limited to:

• Custom software development and application modernization
• Cloud migration and infrastructure services
• AI integration and enablement services
• Legacy system modernization
• Technical consulting and architecture design
• Project management and technical support

3. Service Agreements

Specific project terms, deliverables, timelines, and pricing will be outlined in separate Service Agreements or Statements of Work (SOW). In case of conflict between these Terms and a Service Agreement, the Service Agreement will take precedence for that specific project.

4. Client Responsibilities

You agree to:

• Provide accurate and complete information necessary for service delivery
• Respond promptly to requests for feedback, approvals, and clarifications
• Provide timely access to systems, data, and personnel as needed
• Make payments according to agreed terms
• Comply with all applicable laws and regulations
• Use our services only for lawful purposes

5. Payment Terms

Unless otherwise specified in a Service Agreement:

• Payment terms are Net 30 days from invoice date
• Late payments may incur interest charges of 1.5% per month
• Work may be suspended for accounts more than 60 days past due
• Client is responsible for all collection costs and legal fees

6. Intellectual Property

Client-Owned IP

Upon full payment, Client will own all custom-developed software, code, and deliverables specifically created for Client, except for DevAO's pre-existing intellectual property and general methodologies.

DevAO IP

DevAO retains ownership of all pre-existing intellectual property, tools, frameworks, methodologies, and know-how. Client receives a license to use DevAO IP incorporated into deliverables.

7. Confidentiality

Both parties agree to maintain confidentiality of proprietary information shared during the engagement. This obligation survives termination of services and continues for a period of 5 years.

8. Warranties and Disclaimers

Limited Warranty

We warrant that our services will be performed in a professional manner consistent with industry standards. Any warranty claims must be reported within 90 days of delivery.

Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

IN NO EVENT SHALL DEVAO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.

10. Indemnification

Client agrees to indemnify and hold DevAO harmless from claims arising from: (a) Client's use of deliverables, (b) Client's breach of these Terms, (c) Client's violation of applicable laws, or (d) any content or data provided by Client.

11. Termination

Either party may terminate services with 30 days written notice. DevAO may terminate immediately for non-payment or material breach. Upon termination, Client must pay for all services performed through the termination date.

12. Force Majeure

Neither party shall be liable for delays or failures in performance due to circumstances beyond their reasonable control, including acts of God, government actions, pandemics, or other unforeseeable events.

13. Dispute Resolution

Any disputes arising from these Terms or our services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in the jurisdiction where DevAO's principal office is located.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction where DevAO is incorporated, without regard to conflict of law principles.

15. Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website. Your continued use of our services after changes are posted constitutes acceptance of the modified Terms.

16. Severability

If any provision of these Terms is found to be unenforceable, the remainder of the Terms will remain in full force and effect, and the unenforceable provision will be replaced with an enforceable provision that best reflects the original intent.

17. Entire Agreement

These Terms, together with any applicable Service Agreements, constitute the entire agreement between the parties and supersede all prior agreements and understandings, whether written or oral.

18. Contact Information

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