Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and XYZBytes ("Company," "we," "us," or "our") regarding your use of our website at xyzbytes.com and our software development services.

By accessing our website, engaging our services, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations.

If you do not agree with any part of these Terms, you must not use our website or services. 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 such entity to these Terms.

2. Description of Services

2.1 Software Development Services

XYZBytes provides professional software development services, including but not limited to:

• AI-Powered Development: Custom AI and machine learning solutions
• Full-Stack Web Development: Frontend, backend, and database development
• Web3 & Blockchain Development: Decentralized applications and smart contracts
• DevOps & Cloud Infrastructure: Deployment, scaling, and maintenance solutions
• Mobile Applications: iOS and Android app development
• Consulting Services: Technical architecture and project planning

2.2 Service Delivery

Our services are delivered through various engagement models including fixed-price projects, time and materials arrangements, and ongoing development partnerships. Specific terms for each engagement will be outlined in separate Service Agreements or Statements of Work.

2.3 Website Services

Our website provides information about our services, portfolio examples, technical resources, and contact capabilities. We reserve the right to modify, suspend, or discontinue any aspect of our website at any time.

3. User Accounts and Registration

3.1 Account Creation

You may need to create an account to access certain features of our services. When creating an account, you must provide accurate, current, and complete information.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized use of your account
• Ensuring your account information remains accurate and up-to-date

3.3 Account Termination

We reserve the right to suspend or terminate your account at any time for violation of these Terms or for any other reason at our sole discretion, with or without notice.

4. Acceptable Use Policy

4.1 Permitted Uses

You may use our website and services only for lawful purposes and in accordance with these Terms.

4.2 Prohibited Uses

You agree not to use our services or website to:

• Violate any applicable laws, regulations, or third-party rights
• Transmit any harmful, threatening, defamatory, or otherwise objectionable content
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the integrity or performance of our services
• Collect or harvest any personally identifiable information from our website
• Use our services for any fraudulent or malicious activities
• Reverse engineer, decompile, or attempt to extract source code from our proprietary systems
• Use automated systems (bots, scrapers) to access our website without permission

4.3 Compliance with Laws

You must comply with all applicable local, state, national, and international laws and regulations in your use of our services, including but not limited to data protection, export control, and intellectual property laws.

5. Intellectual Property Rights

5.1 Our Intellectual Property

The website, services, and all content, features, and functionality are owned by XYZBytes and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

5.2 Client Intellectual Property

You retain all rights to your existing intellectual property, including business processes, proprietary data, and pre-existing materials you provide to us.

5.3 Work Product Ownership

Unless otherwise specified in a separate Service Agreement:

• Custom Development: You own the final deliverables and custom code developed specifically for your project
• General Methodologies: We retain rights to general development methodologies, frameworks, and techniques
• Third-Party Components: Third-party libraries and components remain subject to their respective licenses
• Pre-existing IP: Each party retains ownership of their pre-existing intellectual property

5.4 License to Use

You grant us a limited, non-exclusive license to use your intellectual property solely as necessary to perform our services under our agreement.

5.5 Portfolio Rights

Unless otherwise agreed, we may include general descriptions of our work in our portfolio and marketing materials, without disclosing confidential information.

6. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

For software development projects involving personal data, additional data processing agreements may be required to ensure compliance with applicable data protection laws including GDPR and CCPA.

7. Payment Terms

7.1 Pricing and Fees

Service fees will be specified in separate Service Agreements or Statements of Work. Unless otherwise specified, all fees are in US Dollars and are non-refundable.

7.2 Payment Schedule

Payment terms vary by engagement type:

• Fixed-Price Projects: Typically invoiced in milestones (e.g., 50% upfront, 50% on completion)
• Time and Materials: Invoiced monthly or bi-weekly based on hours worked
• Retainer Agreements: Invoiced monthly in advance

7.3 Late Payments

Payment is due within 30 days of invoice date unless otherwise specified. Late payments may incur:

• Interest charges of 1.5% per month on overdue amounts
• Suspension of services until payment is received
• Additional collection costs and legal fees

7.4 Disputes

Any billing disputes must be raised within 30 days of invoice date. Undisputed portions of invoices remain due as scheduled.

8. Service Level Agreements and Warranties

8.1 Service Standards

We strive to provide high-quality services and will:

• Perform services in a professional and workmanlike manner
• Use industry-standard development practices and security measures
• Provide regular project updates and communication
• Meet mutually agreed-upon project milestones and deadlines

8.2 Limited Warranty

We provide a limited warranty that our services will be performed in accordance with the agreed specifications. This warranty extends for 90 days after project completion.

8.3 Warranty Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

9.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL XYZBYTES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

9.2 Cap on Liability

Our total aggregate liability for any claims arising out of or relating to these Terms or our services shall not exceed the total amount paid by you to us in the twelve (12) months preceding the claim, or $10,000, whichever is greater.

9.3 Exceptions

The limitations in this section do not apply to:

• Our indemnification obligations
• Violations of intellectual property rights
• Death or personal injury caused by our negligence
• Fraudulent misrepresentation
• Gross negligence or willful misconduct

9.4 Time Limitations

Any claim against us must be brought within one (1) year after the cause of action arises, or it will be permanently barred.

10. Indemnification

10.1 Client Indemnification

You agree to indemnify, defend, and hold harmless XYZBytes from any claims, damages, losses, or expenses arising from:

• Your use of our services in violation of these Terms
• Your violation of any applicable laws or third-party rights
• Any content or materials you provide to us
• Your breach of any representations or warranties

10.2 Our Indemnification

We will indemnify you against third-party claims that our services infringe a valid patent, copyright, or trademark, provided you promptly notify us of such claims and allow us to control the defense.

11. Confidentiality

11.1 Confidential Information

Both parties may receive confidential information during the course of our relationship. Confidential information includes business plans, technical data, customer lists, financial information, and other proprietary information.

11.2 Protection Obligations

Both parties agree to:

• Keep confidential information in strict confidence
• Use confidential information only for the intended business purpose
• Not disclose confidential information to third parties without consent
• Return or destroy confidential information upon request

11.3 Exceptions

Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

12. Termination

12.1 Termination by Either Party

Either party may terminate these Terms or any service agreement at any time with written notice, subject to the terms of specific Service Agreements.

12.2 Termination for Cause

Either party may terminate immediately upon:

• Material breach of these Terms that remains uncured after 30 days written notice
• Insolvency, bankruptcy, or assignment for the benefit of creditors
• Violation of intellectual property rights
• Illegal or fraudulent activities

12.3 Effect of Termination

Upon termination:

• Payment obligations for services performed remain due
• Each party will return or destroy confidential information
• Surviving provisions (intellectual property, confidentiality, limitation of liability) continue
• Work product ownership transfers as specified in the applicable agreement

13. Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to natural disasters, war, terrorism, government actions, pandemics, or internet/telecommunications failures.

The affected party must promptly notify the other party and use reasonable efforts to minimize the impact of such circumstances.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good faith negotiations to resolve any disputes for a period of 30 days.

14.2 Mediation

If informal resolution fails, disputes will first be submitted to mediation under the rules of a recognized mediation service in Toronto, Ontario.

14.3 Arbitration

If mediation fails, disputes will be resolved through binding arbitration in accordance with the rules of the Ontario Arbitration Act, conducted in Toronto, Ontario.

14.4 Exceptions

Either party may seek injunctive relief in court for intellectual property violations or breach of confidentiality without first pursuing alternative dispute resolution.

15. General Provisions

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of law principles.

15.2 Jurisdiction

The courts of Ontario, Canada shall have exclusive jurisdiction over any disputes arising under these Terms, except as provided in the dispute resolution section above.

15.3 Entire Agreement

These Terms, together with our Privacy Policy and any Service Agreements, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications.

15.4 Amendments

We may modify these Terms at any time by posting the updated terms on our website. Changes become effective immediately upon posting for new users, and after 30 days for existing users.

15.5 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

15.6 Assignment

You may not assign these Terms without our written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

15.7 Waiver

No waiver of any provision of these Terms will be deemed a further or continuing waiver of such provision or any other provision.

16. Contact Information

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