Software & Development Agreement

1. Agreement Structure & Order of Priority

This Software & Development Agreement ("Agreement") is between SmartChat Innovations LLC ("SmartChat Innovations," "Company," "we," "us," or "our") and the person or entity purchasing development services ("Client," "you," or "your").

The complete agreement for a project may include this Agreement together with an accepted proposal, SOW, quote, order form, invoice, change order, support agreement, confidentiality agreement, or other written document expressly incorporated into the project.

If a project-specific written term conflicts with this Agreement, the more specific project term controls for that subject. A later signed or expressly accepted change order controls over an earlier inconsistent project term for the approved change.

2. Project Scope & Deliverables

The project scope, deliverables, supported platforms, major features, integrations, design requirements, exclusions, assumptions, pricing, and any target dates will be described in the applicable proposal or SOW.

Items not reasonably included in the written scope are not included merely because they would be useful, related, technically possible, or customary in another project. Examples may include additional screens, features, integrations, migrations, content entry, hosting, app-store work, analytics, accessibility remediation, copywriting, legal compliance reviews, security audits, data cleanup, or ongoing support unless the applicable project terms include them.

3. Client Responsibilities

The Client agrees to provide, when reasonably needed:

• Accurate project requirements, goals, business rules, and requested priorities.
• Timely access to content, branding, accounts, APIs, credentials, documentation, test data, devices, systems, or personnel required for the work.
• Timely review, testing, approvals, and feedback.
• Materials the Client has the legal right to provide and authorize us to use.
• Decisions regarding Client-controlled legal, regulatory, business, content, privacy, tax, accessibility, industry-specific, or policy requirements.

SmartChat Innovations may reasonably rely on information and approvals provided by the Client or the Client's authorized representatives.

4. Schedule, Estimates & Dependencies

Unless a project document expressly states that a deadline is guaranteed, schedules, estimates, delivery targets, and milestone dates are good-faith estimates rather than guarantees. Software development can be affected by testing results, requested changes, technical discoveries, third-party systems, platform reviews, Client delays, and other dependencies.

Client delays in providing information, approvals, access, content, testing, or decisions may extend the schedule. A material delay may require rescheduling work around other commitments.

We will communicate known material schedule changes when reasonably practical.

5. Change Requests & Work Outside Scope

Either party may propose changes to the project. A material change may affect price, schedule, architecture, deliverables, third-party costs, or other project assumptions.

SmartChat Innovations is not required to begin material out-of-scope work until the parties approve the change in writing or through another clear documented acceptance. Approved changes may be priced as a fixed fee, additional milestone, hourly work, or another agreed arrangement.

Minor clarifications and ordinary implementation decisions that do not materially expand the agreed work do not necessarily require a formal change order.

6. Communication, Representatives & Approvals

Each party may identify one or more authorized contacts for project decisions. SmartChat Innovations may rely on approvals, instructions, and decisions from a person reasonably presented as authorized by the Client.

Email, project-management systems, CRM records, written messages, electronic approvals, accepted invoices, and similar records may document project decisions and approvals. If representatives provide conflicting instructions, SmartChat Innovations may pause affected work until the Client identifies the controlling instruction.

7. Fees, Invoices, Expenses & Taxes

Fees and payment terms will be stated in the applicable proposal, SOW, invoice, order, or change order. The Client agrees to pay undisputed amounts when due.

Unless the project terms state otherwise, approved third-party expenses and pass-through costs may be invoiced separately. The Client is responsible for taxes, duties, levies, or government charges associated with the purchase except taxes based on SmartChat Innovations' net income or other taxes the law requires us to pay.

If an invoice is disputed, the Client should notify SmartChat Innovations promptly and identify the disputed amount and reason. Undisputed amounts remain payable according to the applicable payment terms.

8. Deposits, Retainers & Milestone Payments

A project may require a deposit, retainer, advance payment, or milestone payment. The specific project terms should state when each amount is due and whether it is refundable.

Amounts tied to completed work or accepted milestones are generally earned when the applicable work is completed or accepted, subject to any contrary project term and non-waivable legal rights.

If a project ends before completion, the final accounting will be handled under the applicable project terms and our Refund Policy, including completed work, authorized expenses, non-cancelable third-party charges, and any prepaid but unearned amount.

9. Third-Party Services, Accounts & Costs

Projects may use or integrate third-party products such as hosting, domains, cloud services, app stores, APIs, payment processors, analytics, libraries, SDKs, communications platforms, databases, plugins, fonts, stock assets, or other software and services.

Unless expressly included in the project price, third-party charges are the Client's responsibility. The Client may be required to create, own, or maintain accounts directly with third-party providers.

SmartChat Innovations does not control third-party pricing, policies, uptime, approval decisions, security, licensing changes, API changes, deprecations, or discontinuations. If a third-party change materially affects a project, additional work required to adapt to that change may be outside the original scope.

10. Testing, Review & Acceptance

SmartChat Innovations will perform development and testing appropriate to the agreed scope. The Client is also responsible for reviewing and testing deliverables in the Client's intended environment, especially business rules, content, workflows, integrations, calculations, device behavior, user permissions, and operational requirements that depend on the Client's systems or decisions.

A project document may establish a formal acceptance period or acceptance criteria. If it does not, the parties will use reasonable good-faith review and correction of material issues that prevent the deliverable from substantially matching the agreed scope.

Requests for new functionality, preference changes, redesigns, or work unrelated to a failure to meet the agreed scope are not defects merely because they are requested during testing.

11. Deliverables, Deployment & Source Code

The proposal or SOW should identify the deliverables the Client will receive. Depending on the project, deliverables may include source code, compiled applications, website files, configuration, design assets, documentation, deployment assistance, or other identified materials.

Source-code delivery is included only when the applicable project terms provide for it or the nature of the agreed deliverable clearly requires it. Internal development tools, reusable libraries, templates, build systems, credentials, test fixtures, proprietary utilities, unrelated source repositories, and other SmartChat Innovations materials are not automatically included.

Deployment to a production environment, hosting account, domain, app store, or third-party system is included only to the extent stated in the project scope.

12. Intellectual Property Ownership

Client materials

The Client retains ownership of content, trademarks, data, designs, documentation, code, and other materials owned by the Client before the project or supplied by the Client for the project. The Client grants SmartChat Innovations a limited license to use those materials as reasonably necessary to perform the project.

SmartChat Innovations background materials

SmartChat Innovations retains ownership of its pre-existing and independently developed code, libraries, frameworks, templates, utilities, processes, methods, know-how, tools, generic components, documentation, and other intellectual property ("Background Materials"), including improvements and reusable elements that are not uniquely owned by the Client under a specific project term.

Project-specific deliverables

Ownership of custom project deliverables will be stated in the applicable proposal or SOW. If the project terms state that specified custom deliverables transfer to the Client, that transfer occurs only after SmartChat Innovations receives full payment of all amounts due for those deliverables, unless the project terms expressly state otherwise.

Embedded background materials

If SmartChat Innovations Background Materials are incorporated into a Client-owned deliverable, SmartChat Innovations retains ownership of those Background Materials and grants the Client a perpetual, non-exclusive license to use, execute, reproduce, modify, and distribute them only as incorporated in or reasonably necessary to use and maintain the paid project deliverable, unless the project terms provide a different license.

Third-party and open-source components

Third-party and open-source components remain subject to their respective owners and licenses. SmartChat Innovations cannot transfer ownership of third-party intellectual property that it does not own.

13. Confidentiality

Each party may receive non-public information that the other party reasonably treats as confidential, including business plans, source code, product plans, credentials, customer information, technical documentation, pricing, unpublished designs, and proprietary processes ("Confidential Information").

The receiving party will use Confidential Information only as reasonably necessary for the project or relationship, protect it using reasonable care, and disclose it only to personnel, contractors, or service providers who reasonably need access and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that the receiving party can show was already lawfully known without confidentiality restriction, becomes public through no breach of this Agreement, is lawfully obtained from a third party without confidentiality restriction, or is independently developed without use of the other party's Confidential Information.

A party may disclose information when legally required, but when legally permitted should provide reasonable notice so the other party may seek appropriate protection.

14. Client Data, Privacy & Security

The Client is responsible for identifying legal, regulatory, contractual, or industry-specific requirements that apply to Client data and the Client's intended use of the project. SmartChat Innovations will implement privacy or security requirements expressly included in the agreed scope.

We will use reasonable safeguards appropriate to the work we control, but no software, network, device, hosting environment, or third-party system can be guaranteed to be completely secure.

The Client should not provide production secrets, regulated information, payment-card data, protected health information, government identifiers, private keys, or other highly sensitive data unless the project specifically requires it and the parties have agreed on appropriate handling.

Where a separate data-processing, confidentiality, security, business-associate, or other regulated-data agreement is legally required, it must be agreed separately before the relevant regulated data is provided to SmartChat Innovations.

15. Development Tools, Automation & Reusable Components

SmartChat Innovations may use commercially reasonable development tools, code editors, build tools, testing tools, automation, libraries, frameworks, documentation systems, version-control systems, and other technical resources in performing work.

Use of a development tool does not transfer ownership of that tool to the Client. Client Confidential Information will be handled according to the confidentiality and data provisions of this Agreement and any more specific written restrictions agreed for the project.

SmartChat Innovations may reuse general skills, ideas, know-how, techniques, non-client-specific code patterns, and Background Materials so long as doing so does not disclose Client Confidential Information or transfer Client-owned project materials to another customer.

16. Limited Project Warranty & Defect Correction

If the applicable project document includes a post-delivery defect-correction period, SmartChat Innovations will use commercially reasonable efforts during that period to correct reproducible material defects that cause the deliverable to fail to substantially conform to the agreed scope.

Unless a different period is stated in the project terms, no automatic free post-launch support period is created by this general Agreement. Any included warranty or correction period should be identified in the proposal or SOW.

Defect correction does not include new features, changes in preference, Client or third-party modifications, unsupported environments, third-party outages or changes, newly introduced platform requirements, misuse, content changes, or issues outside the agreed scope unless the parties agree otherwise.

Except for express commitments in the project documents and warranties that cannot legally be disclaimed, deliverables are provided without additional implied warranties to the maximum extent permitted by law.

17. Ongoing Support, Maintenance & Future Work

Unless expressly included in the project scope, completion of a development project does not include indefinite maintenance, content changes, operating-system updates, dependency upgrades, hosting administration, security monitoring, app-store maintenance, third-party API changes, feature additions, or ongoing technical support.

Ongoing work may be provided under a separate maintenance plan, support agreement, new SOW, change order, hourly arrangement, or other agreed terms.

18. Client Systems, Credentials & Backups

When work requires access to Client-controlled systems, the Client authorizes SmartChat Innovations to use the access provided solely as reasonably necessary for the project.

The Client remains responsible for maintaining appropriate backups of production systems and data under the Client's control unless backup services are expressly included in scope. Where reasonably practical, the parties should avoid making irreversible production changes without an appropriate recovery path.

The Client should revoke or rotate temporary credentials when project access is no longer required.

19. Suspension, Cancellation & Termination

A project may be suspended or terminated according to the applicable project terms. SmartChat Innovations may suspend work for material nonpayment, unresolved Client dependencies, material breach, unlawful instructions, security risk, or other circumstances that make continued performance unreasonable, subject to any required notice or cure period.

On termination, the Client remains responsible for earned fees, completed work, approved expenses, non-cancelable third-party charges, and other amounts properly due through the effective termination date.

After final payment of amounts due, SmartChat Innovations will provide any completed deliverables the Client is entitled to receive under the project terms. Unfinished work, licenses, credentials, source code, and ownership rights will be handled according to the applicable project documents and this Agreement.

20. Third-Party Claims & Responsibility for Supplied Materials

Each party is responsible for claims arising from materials, instructions, or conduct for which that party is legally responsible.

To the extent permitted by law, the Client will defend and indemnify SmartChat Innovations from third-party claims arising from Client-supplied materials or instructions that infringe another party's intellectual-property, privacy, publicity, confidentiality, or other rights, or from the Client's unlawful use of the delivered project, except to the extent the claim results from SmartChat Innovations' own unlawful conduct.

If a third-party claim concerns SmartChat Innovations-created custom material and is not caused by Client materials, Client modifications, third-party components, or Client instructions, the parties will cooperate in good faith regarding a reasonable response. Any specific intellectual-property indemnity beyond this section must be stated in the applicable project agreement.

21. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost business opportunity, or loss of goodwill arising from a project, even if the possibility of such damages was known.

Unless the project-specific agreement states a different cap, SmartChat Innovations' aggregate liability arising from a project will not exceed the total fees actually paid to SmartChat Innovations for that specific project during the twelve months preceding the event giving rise to the claim, or the total fees paid for that project if the project lasted less than twelve months.

These limitations do not exclude liability that applicable law does not permit the parties to exclude or limit.

22. Publicity, Portfolio Use & Reviews

SmartChat Innovations will not publicly display confidential Client project materials, private source code, unpublished designs, or non-public business information merely because we performed the work.

Use of a Client's name, logo, testimonial, screenshots, project description, or deliverables in a public portfolio, case study, social-media post, or marketing material requires the Client's permission unless the material has already been made public by the Client and the proposed use is otherwise lawful.

Nothing in this Agreement prevents either party from providing an honest review, assessment, or opinion about the other party or the project, subject to applicable law and continuing confidentiality obligations.

23. Events Beyond Reasonable Control

Neither party is responsible for delay caused by events beyond its reasonable control, including severe weather, natural disasters, widespread internet or utility outages, government action, labor disruption, war, civil unrest, major third-party platform failures, or similar events, provided the affected party uses reasonable efforts to mitigate the impact.

This section does not excuse payment obligations for work already completed or charges already properly incurred.

24. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of North Carolina, United States, without regard to conflict-of-law principles, except where applicable law requires a different rule.

Before filing a lawsuit, the parties agree to make a reasonable good-faith effort to resolve a project dispute through direct discussion. A party may send written notice describing the dispute and requested resolution.

Unless a project-specific written agreement validly establishes another forum or applicable law requires otherwise, the parties consent to the state and federal courts with jurisdiction in North Carolina for disputes arising from this Agreement.

25. Electronic Records, Signatures & Acceptance

The parties may agree to conduct project transactions electronically. To the extent permitted by applicable law, electronic signatures, electronic records, electronic approvals, accepted proposals, accepted invoices, online acceptance, and other electronic evidence of agreement may be used to form or document the project relationship.

Each party is responsible for ensuring that the person electronically accepting a project on its behalf has authority to do so.

26. General Contract Terms

Independent contractor

SmartChat Innovations acts as an independent contractor and not as the Client's employee, partner, joint venturer, fiduciary, or legal representative unless a separate written agreement expressly establishes another relationship.

Subcontractors and specialists

SmartChat Innovations may use qualified contractors or specialists when reasonably appropriate for the project, while remaining responsible for its contractual obligations to the Client. Anyone given access to Client Confidential Information must be subject to appropriate confidentiality obligations.

Assignment

Neither party may assign a project agreement in a manner that materially increases the other party's obligations without consent, except that SmartChat Innovations may assign the Agreement in connection with a merger, reorganization, financing, or sale of substantially all relevant business assets, subject to applicable law.

Severability

If a provision is found unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue in effect unless applicable law requires a different result.

No waiver

Failure to enforce a provision on one occasion does not waive the right to enforce it later.

Entire agreement

This Agreement together with the applicable project documents constitutes the parties' agreement concerning the project and supersedes prior discussions concerning the same subject matter, except for separate agreements that the parties expressly preserve.

Amendments

A material amendment to an active project must be agreed by both parties through a signed document, accepted change order, electronic acceptance, or another clear written record of mutual agreement. Posting a revised version of this general website Agreement does not by itself rewrite an already accepted project agreement.

Survival

Provisions concerning payment, ownership, licenses, confidentiality, liability, disputes, accrued rights, and other provisions that by their nature should continue will survive completion or termination as legally appropriate.

27. Contact Information

Questions about this Agreement or a proposed project may be directed to: