Terms of Service

These Terms of Service (these "Terms" or this "Agreement") constitute a legally binding agreement entered into between Netrocos LLC ("Netrocos", "we", "us", or "our") and the commercial entity, enterprise, or individual accessing our platforms or engaging our software engineering capabilities ("Client", "you", or "your"). By visiting or browsing netrocos.com (the "Site"), accessing or authenticating into the Netrocos Client Portal, submitting project inquiries, or executing a Statement of Work ("SOW"), you explicitly acknowledge that you have read, understood, and agreed to be legally bound by this Agreement. If you are executing this Agreement on behalf of a corporate entity, you represent and warrant that you possess full legal and corporate authority to bind that entity to these Terms. IF YOU DO NOT AGREE WITH ALL PROVISIONS OF THIS AGREEMENT, YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING THE SITE, USING THE CLIENT PORTAL, OR ENGAGING NETROCOS SERVICES.

Netrocos provides professional custom software engineering, distributed systems architecture, web application development, API engineering, and technical advisory services. • Scope & Statements of Work (SOW): Individual projects, engineering deliverables, milestones, delivery roadmaps, and fee schedules shall be detailed in individually executed Statements of Work, digital engagement orders, or formal written project proposals (each, an "SOW"). In the event of any direct conflict between the terms of an executed SOW and this Agreement, the specific terms of the executed SOW shall prevail for that engagement. • Non-Hosting Clarification: Unless explicitly contracted under a separate, executed Managed Infrastructure Agreement, Netrocos is a software engineering firm and does not act as an ongoing cloud hosting provider or web host. Custom software deliverables are deployed to Client-controlled cloud environments, edge accounts, or designated third-party providers (e.g., AWS, Cloudflare, Google Cloud, Vercel). Netrocos provides no runtime server uptime SLA or hosting guarantees once deliverables are transferred to Client infrastructure. • Change Orders: Any modification to project scope, architecture, deliverables, or target milestones must be documented in a written Change Order signed or electronically approved by authorized representatives of both parties. Netrocos reserves the right to adjust delivery schedules and professional fees commensurate with requested scope adjustments.

Clients may be provisioned access to the proprietary Netrocos Client Portal to track project deliverables, inspect architecture milestones, and access staging environments: • Account Security & Invitation Tokens: Client accounts are provisioned via unique, tokenized invitation links. Client personnel are solely responsible for preserving the strict confidentiality of authentication credentials and are fully liable for all activities, code accesses, and approvals that occur under their accounts. • System Integrity & Restrictions: Client personnel agree not to: (a) reverse engineer, decompile, disassemble, or extract proprietary source code from the portal; (b) conduct penetration testing, vulnerability scanning, or automated stress-testing against Netrocos systems without prior written authorization; (c) introduce malicious code, scripts, or security exploits; or (d) grant portal access to unauthorized third parties or competitors. • Right of Suspension: Netrocos reserves the right to immediately suspend or revoke Client Portal access if we identify suspicious authentication activity, security threats, or non-payment of milestone invoices.

The timely and successful delivery of software engineering engagements requires active, prompt collaboration between Client and Netrocos. Client covenants and agrees to: • Technical Provisioning: Furnish all necessary design assets, third-party API keys, repository accesses, cloud infrastructure credentials, and technical documentation required for project execution according to mutually agreed project timelines. Client represents and warrants that all assets, code, or data provided to Netrocos do not infringe upon any third-party intellectual property or violate applicable privacy regulations. • Milestone Review & Acceptance: Review submitted milestone deliverables and provide constructive written feedback or formal sign-off within five (5) business days of deliverable notification. If Client fails to report verifiable non-conformities within this five-day review window, or if Client deploys deliverables into production or public use, the milestone deliverables shall be conclusively deemed accepted. • Dependency Delays: Netrocos shall not be held liable, financially or contractually, for project timeline delays, delivery slippages, or increased costs resulting from Client's delay in furnishing required credentials, third-party API access, or milestone feedback.

• Custom Deliverable Assignment: Subject to, and conditioned upon, full, final, and irreversible payment of all fees and expenses owed under the applicable SOW, Netrocos hereby transfers and assigns to Client all right, title, and interest (including copyright) in and to the custom software source code, database architectures, and digital assets specifically authored for Client under that SOW. • Netrocos Pre-Existing IP & Frameworks: Netrocos retains sole and exclusive ownership of all proprietary pre-existing software, architectural patterns, edge frameworks, developer toolkits, boilerplate code, modular UI components, algorithms, and libraries developed prior to or independently of the engagement ("Netrocos Pre-Existing IP"). Conditioned on full payment, Netrocos grants Client a perpetual, worldwide, non-exclusive, fully paid-up, royalty-free license to execute and operate Netrocos Pre-Existing IP solely as embedded within and strictly necessary for the operation of the delivered custom software. • Open Source Software: Open-source libraries or frameworks integrated into deliverables remain governed by their respective open-source licenses (e.g., MIT, Apache 2.0). Netrocos makes no assignment of third-party open-source rights. • Publicity & Portfolio Rights: Unless expressly prohibited in a signed non-disclosure agreement or SOW, Netrocos reserves the right to identify Client as a client, display Client's corporate trademark, and describe the high-level technical scope of the completed work in Netrocos' marketing materials, website portfolio, and case studies.

• Invoicing & Billing Schedule: Engineering fees, retainer deposits, and milestone disbursements are billed pursuant to the milestone schedule set forth in the applicable SOW. Invoices are denominated in United States Dollars (USD) and processed via our commercial payment processor (Stripe) or authorized electronic wire/ACH transfer. • Payment Terms & Non-Refundability: Invoices are payable upon receipt unless explicitly agreed otherwise in writing. All milestone disbursements, retaining fees, and paid invoices are strictly non-refundable once architectural planning or engineering development for that milestone has commenced. • Late Payment Remedies: Balances unpaid after fourteen (14) calendar days from the invoice date shall accrue interest at the rate of 1.5% per month (or the maximum statutory limit permitted by law, whichever is lower), compounded monthly. In the event of an overdue balance, Netrocos reserves the right to suspend ongoing engineering sprints, revoke Client Portal access, and withhold repository or staging deployments until all outstanding balances are satisfied. Client agrees to reimburse Netrocos for all reasonable legal fees, court costs, and collection expenses incurred to recover overdue amounts. • Taxes: Client is solely responsible for all sales, use, value-added (VAT), excise, or other applicable taxes arising from the services, excluding taxes based solely upon Netrocos' net corporate income.

• Limited 30-Day Engineering Warranty: Netrocos warrants that for a period of thirty (30) calendar days following deliverable handover ("Warranty Period"), custom software delivered under an SOW will operate in material conformity with the written technical specifications agreed in that SOW. Netrocos' sole and exclusive liability, and Client's sole and exclusive remedy, for any breach of this limited warranty shall be for Netrocos to use commercially reasonable efforts to correct verifiable software bugs reported in writing during the Warranty Period at no additional charge. • Warranty Exclusions: This limited warranty does not apply to, and Netrocos disclaims liability for, bugs, disruptions, or performance degradations caused by: (a) unauthorized alterations, edits, or code additions made by Client or any third party; (b) downtime, outages, breaking changes, or deprecations in third-party APIs, SDKs, or cloud hosts (including AWS, Cloudflare, Google Cloud, or third-party SaaS); or (c) operating environments that deviate from mutually agreed specifications. • Comprehensive Disclaimer: EXCEPT FOR THE EXPRESS LIMITED WARRANTY STATED ABOVE, NETROCOS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NETROCOS DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE DELIVERABLES WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR FULLY IMMUNE TO MALICIOUS CYBER ATTACKS.

• Definition of Confidential Information: "Confidential Information" encompasses all non-public technical, commercial, financial, and operational information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), including proprietary source code, software architectures, algorithms, customer records, pricing methodologies, and product roadmaps. • Standard of Care: Each party agrees to safeguard the other's Confidential Information with at least the same degree of care it uses for its own sensitive information (and not less than reasonable care), and shall not disclose such information to third parties except to employees, contractors, and legal/financial advisors who require access and are bound by confidentiality obligations at least as protective as this Agreement. • Exclusions & Compelled Disclosure: Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was already known to Receiving Party without confidentiality restrictions; (c) is independently developed without reference to Disclosing Party's Confidential Information; or (d) is required to be disclosed by judicial order or statutory mandate, provided prompt written notice is provided where legally permissible. • Survival: Confidentiality obligations shall survive for three (3) years following termination of this Agreement, provided that proprietary source code and trade secrets shall be maintained in strict confidence indefinitely.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: • WAIVER OF CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, REVENUE LOSS, BUSINESS INTERRUPTION, LOSS OF DATA, REPUTATIONAL HARM, OR COST OF SUBSTITUTE SERVICES) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE DELIVERABLES, REGARDLESS OF THE LEGAL THEORY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. • AGGREGATE LIABILITY CAP: THE TOTAL MAXIMUM AGGREGATE LIABILITY OF NETROCOS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE CLIENT PORTAL, OR ANY STATEMENT OF WORK SHALL BE STRICTLY LIMITED TO THE ACTUAL FEES PAID BY CLIENT TO NETROCOS UNDER THE SPECIFIC SOW GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

• Termination for Cause: Either party may terminate an active SOW or this Agreement immediately upon written notice if the other party commits a material breach of this Agreement and fails to cure such breach within fifteen (15) calendar days of receiving written notification. • Termination for Convenience: Unless specified otherwise in an SOW, either party may terminate an engagement for convenience by providing thirty (30) calendar days' advance written notice. Upon notice of termination, Client shall promptly pay Netrocos for all engineering hours, milestone deliverables, and non-cancellable commitments incurred through the effective date of termination. • Deliverable Handover: Conditioned upon full and final settlement of all outstanding invoices, Netrocos will transfer all completed code repositories, build artifacts, and client-specific documentation corresponding to paid milestones. Netrocos reserves the right to withhold repository transfers and access tokens until all accounts are brought current. • Survival: Sections 5 (Intellectual Property), 6 (Billing & Late Fees), 7 (Disclaimers), 8 (Confidentiality), 9 (Limitation of Liability), 10 (Survival), and 11 (Governing Law & Disputes) shall survive any expiration or termination of this Agreement.

• Governing Law & Jurisdiction: This Agreement, and any disputes, controversies, or claims arising out of or related to it, shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to choice of law principles. Any legal suit, action, or proceeding shall be instituted exclusively in the federal or state courts situated in the State of Delaware, and both parties irrevocably submit to the exclusive jurisdiction and venue of such courts. • CLASS ACTION WAIVER & JURY TRIAL WAIVER: ALL CLAIMS AND DISPUTES MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. BOTH PARTIES EXPLICITLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING FROM OR RELATED TO THIS AGREEMENT. • Severability & Entire Agreement: If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. This Agreement, together with executed Statements of Work, constitutes the entire agreement between the parties regarding the subject matter herein. • Legal Inquiries & Notices: All formal legal notices and contractual inquiries must be directed to: Netrocos LLC Attention: Legal Department Email: legal@netrocos.com Website: https://netrocos.com/terms