Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Bold City Apps, LLC ("Company," "we," "us," or "our"), a limited liability company organized under the laws of the State of Florida.

By visiting our website at boldcityapps.com, submitting a contact form, executing a project proposal or statement of work, or otherwise engaging with our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Description of Services

Bold City Apps, LLC provides custom software development services, including but not limited to:

• SaaS product development and subscription application builds
• Minimum viable product (MVP) development and rapid launch services
• Workflow automation and third-party integration development
• Custom dashboards, reporting tools, and data visualization
• User experience (UX) and user interface (UI) design
• Ongoing software support, maintenance, and feature enhancements
• Technical consulting and product strategy

The specific scope, deliverables, timeline, and pricing for any engagement will be defined in a separate Statement of Work (SOW), Project Proposal, or Service Agreement executed between the parties ("Project Agreement"). In the event of a conflict between these Terms and a Project Agreement, the Project Agreement shall control with respect to the specific engagement.

3. Client Obligations

To enable Bold City Apps, LLC to perform the Services effectively, you agree to:

• Timely Cooperation: Provide timely responses to requests for information, feedback, approvals, and decisions. Delays caused by Client may affect project timelines and may result in additional fees.
• Accurate Information: Provide accurate and complete information necessary for the performance of the Services, including business requirements, technical specifications, and access credentials.
• Authorized Access: Ensure that any access credentials, APIs, or third-party accounts you provide are properly licensed and that you have the right to use them in connection with the Services.
• Legal Compliance: Ensure that your use of the deliverables and any content or data you provide complies with all applicable laws and regulations.
• Designated Point of Contact: Designate an authorized representative to communicate with Bold City Apps, LLC regarding project decisions and approvals.

4. Payment Terms

4.1 Fees and Invoicing

Fees for Services will be specified in the applicable Project Agreement. Unless otherwise agreed in writing:

• Project deposits (typically 25–50% of total project value) are due before work commences.
• Progress payments are due per the milestones defined in the Project Agreement.
• Final payment is due upon project completion and delivery of final deliverables.
• Retainer-based engagements are billed monthly in advance.

4.2 Late Payments

Invoices not paid within 15 days of the due date are subject to a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance. Bold City Apps, LLC reserves the right to suspend Services for accounts that are 30 or more days past due.

4.3 Expenses

Unless included in the Project Agreement, pre-approved out-of-pocket expenses (such as third-party software licenses, hosting fees, stock assets, or travel) will be billed to the Client at cost with supporting documentation.

4.4 Taxes

All fees are exclusive of applicable taxes. Client is responsible for all applicable sales, use, value-added, or similar taxes imposed on the Services, excluding taxes based on Bold City Apps, LLC's income.

5. Intellectual Property

5.1 Client Ownership of Deliverables

Upon receipt of full payment for the applicable Services, Bold City Apps, LLC assigns to Client all right, title, and interest in and to the custom deliverables specifically created for Client under the Project Agreement ("Deliverables"), including all intellectual property rights therein.

5.2 Company Retained Rights

Notwithstanding Section 5.1, Bold City Apps, LLC retains ownership of:

• All pre-existing intellectual property, tools, frameworks, libraries, and methodologies used in creating the Deliverables ("Background IP").
• General software development knowledge, skills, and expertise acquired during the engagement.
• Any reusable components, templates, or code not specifically created for Client's unique requirements.

Bold City Apps, LLC grants Client a perpetual, non-exclusive, royalty-free license to use any Background IP incorporated into the Deliverables solely to the extent necessary to use the Deliverables as intended.

5.3 Third-Party Components

The Deliverables may incorporate open-source software or third-party components subject to their own license terms. Bold City Apps, LLC will identify material third-party components and their applicable licenses. Client is responsible for complying with such third-party license terms.

5.4 Client Content

Client retains all rights to content, data, trademarks, and materials provided by Client for use in the Deliverables ("Client Content"). Client grantsBold City Apps, LLC a limited license to use Client Content solely for the purpose of performing the Services.

6. Confidentiality

Each party agrees to hold in strict confidence and not disclose to any third party any Confidential Information of the other party. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

This obligation does not apply to information that: (a) is or becomes publicly known through no breach of this agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party gives reasonable prior notice.

Confidentiality obligations survive termination of the engagement for a period of three (3) years.

7. Representations & Warranties

7.1 Company Warranties

Bold City Apps, LLC represents and warrants that:

• It has the right and authority to enter into this agreement.
• The Services will be performed in a professional and workmanlike manner consistent with industry standards.
• The Deliverables, to Bold City Apps, LLC's knowledge, will not infringe any third-party intellectual property rights.

7.2 Client Warranties

Client represents and warrants that:

• It has the right and authority to enter into this agreement.
• Client Content does not infringe any third-party rights and does not violate any applicable laws.
• Client will use the Deliverables in compliance with all applicable laws and regulations.

7.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. BOLD CITY APPS, LLCDISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BOLD CITY APPS, LLCDOES NOT WARRANT THAT THE DELIVERABLES WILL BE ERROR-FREE OR MEET CLIENT'S SPECIFIC BUSINESS REQUIREMENTS.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALLBOLD CITY APPS, LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL BOLD CITY APPS, LLC'S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL FEES PAID BY CLIENT TO BOLD CITY APPS, LLC IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you to the full extent.

9. Indemnification

Client agrees to indemnify, defend, and hold harmless Bold City Apps, LLC, its members, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's use of the Deliverables in violation of these Terms or applicable law; (b) Client Content; (c) Client's breach of any representation, warranty, or obligation under these Terms; or (d) any third-party claim arising from Client's business operations.

10. Termination

10.1 Termination for Convenience

Either party may terminate a Project Agreement upon thirty (30) days' written notice to the other party. Upon termination for convenience, Client shall payBold City Apps, LLC for all Services performed through the termination date, plus any non-cancellable expenses incurred.

10.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

10.3 Effect of Termination

Upon termination, each party shall return or destroy the other party's Confidential Information. Bold City Apps, LLC will deliver all work-in-progress Deliverables completed through the termination date upon receipt of payment for Services rendered. Sections on Intellectual Property, Confidentiality, Warranties, Limitation of Liability, Indemnification, and Governing Law survive termination.

11. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any dispute arising under or relating to these Terms shall be resolved as follows:

• Informal Resolution: The parties agree to first attempt to resolve any dispute informally by contacting the other party in writing and engaging in good-faith negotiations for at least 30 days.
• Mediation: If informal resolution fails, the parties agree to attempt non-binding mediation before a mutually agreed mediator in Jacksonville, Florida.
• Jurisdiction: If mediation fails, each party consents to the exclusive jurisdiction of the state and federal courts located in Duval County, Florida for resolution of any dispute.

12. Changes to These Terms

Bold City Apps, LLC reserves the right to update these Terms at any time. We will provide notice of material changes by updating the "Effective Date" at the top of this page and, where appropriate, notifying active clients by email.

Continued use of our website or Services after changes become effective constitutes your acceptance of the revised Terms. For ongoing engagements, changes to these Terms will not affect the terms of any Project Agreement already in effect unless both parties agree in writing.

13. Contact Us

If you have questions about these Terms or wish to discuss a service engagement, please contact us: