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Terms of Service & Master Services Agreement

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1. Introduction and Agreement

These Terms of Service and Master Services Agreement ("Terms" or "Agreement") constitute a binding legal agreement between Dot Backslash Code Inc. ("Company," "we," "us," or "our"), a corporation registered in Alberta, Canada, and the client ("Client," "you," or "your") engaging our services.

By executing a Statement of Work (SOW), project proposal, or by using our website and development services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Scope of Services

Dot Backslash Code Inc. provides custom software development, mobile application development, web development, automation, and related technical consulting services. The specific details, deliverables, timelines, and costs for any given project will be outlined in a separate Statement of Work (SOW) or formal project proposal agreed upon by both parties. In the event of a conflict between these Terms and a specific SOW, the terms of the SOW shall prevail for that specific project.

3. Payment Terms

• Invoicing: Services are billed as outlined in the applicable SOW (e.g., hourly, milestone-based, or fixed-fee).

• Payment Schedule: Unless otherwise specified in the SOW, all invoices are due within fifteen (15) days of the invoice date.

• Late Payments: Overdue payments may be subject to a late fee of 1.5% per month (18% annually) or the maximum amount permitted by law, whichever is less. We reserve the right to suspend development work or withhold deliverables until all past-due balances are paid in full.

• Taxes: The Client is responsible for all applicable taxes, including federal and provincial sales taxes (e.g., GST/HST), associated with the Services.

4. Intellectual Property Rights

• Background Technology: The Company retains all rights, title, and interest in any pre-existing code, libraries, frameworks, or tools ("Background Technology") used during the development process. We grant the Client a non-exclusive, worldwide, royalty-free license to use the Background Technology solely as integrated into the final deliverables.

• Custom Deliverables: Upon full and final payment of all invoices related to a project, the Company assigns to the Client all rights, title, and interest (including copyright) in the custom software, applications, or web code developed specifically for the Client under the applicable SOW.

• Portfolio Rights: The Company reserves the right to showcase the completed project (including screenshots, logos, and general descriptions) in our portfolio, website, and marketing materials, unless a specific Non-Disclosure Agreement (NDA) prohibits it.

5. Client Responsibilities

The Client agrees to provide timely access to necessary materials, third-party accounts (e.g., cloud hosting, app stores), API keys, databases, and feedback required for the Company to perform the Services. Delays caused by the Client's failure to provide such resources may result in project timeline extensions and additional fees.

6. Confidentiality

Both parties agree to hold in strict confidence any proprietary or confidential business information disclosed during the relationship. This includes, but is not limited to, trade secrets, source code, business plans, and financial data. Confidential information shall only be used for the purpose of fulfilling the obligations under these Terms and the applicable SOW.

7. Warranties and Disclaimers

• Warranty Period: We warrant that the deliverables will function substantially in accordance with the specifications outlined in the SOW for a period of thirty (30) days following final delivery or deployment. During this period, we will fix any reported bugs or defects at no additional cost.

• Disclaimer: EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY ALBERTA LAW, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT SOFTWARE WILL BE ERROR-FREE OR IMMUNE TO CYBERSECURITY THREATS.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DOT BACKSLASH CODE INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES. IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE COMPANY UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM.

9. Term and Termination

• Term: This Agreement begins on the date of first contact or acceptance of an SOW and continues until all relevant SOWs are completed or terminated.

• Termination for Convenience: Either party may terminate a project with thirty (30) days written notice. The Client will be invoiced for all work completed and expenses incurred up to the date of termination.

• Termination for Cause: Either party may terminate this Agreement immediately if the other party materially breaches these Terms and fails to cure the breach within fourteen (14) days of written notice.

10. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. Any dispute arising under these Terms or any SOW shall be resolved exclusively in the provincial or federal courts located in Calgary, Alberta.

11. Contact Information

If you have any questions or require legal notices regarding these Terms, please contact us at:

Dot Backslash Code Inc. Attn: Legal Department Chestermere, Alberta, Canada Email: info@dotbackslashcode.com