Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Appther Technologies Private Limited ("Appther," "we," "us," or "our"), a company registered in India with offices in Noida (Uttar Pradesh), and representative presences in the United States and Canada.

By accessing or using the Appther website at www.appther.com, submitting an inquiry, signing a Statement of Work (SOW), engaging our services in any capacity, or making any payment to Appther, you acknowledge that you have read, understood, and agree to be legally bound by these Terms in their entirety.

If you do not agree to these Terms, you must immediately cease use of our website and refrain from engaging our services. These Terms supersede all prior oral or written representations, negotiations, or agreements between the parties with respect to the subject matter herein, unless a separate written Master Services Agreement (MSA) has been duly executed and signed by both parties, in which case the MSA shall govern where there is any conflict.

These Terms apply to all visitors to our website, prospective clients who contact us, and existing clients with whom we have an active or past engagement. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity.

Appther Technologies is a full-service software and technology company. We offer, but are not limited to, the following professional services:

• Custom Software Development: Bespoke enterprise and business applications designed to address specific operational requirements, developed using modern architectures and best-in-class engineering practices.
• Mobile Application Development: Native iOS, native Android, and cross-platform mobile applications built using React Native, Flutter, and other leading frameworks.
• Web Development & Web Applications: Responsive websites, progressive web apps (PWAs), SaaS platforms, portals, and e-commerce solutions built with modern front-end and back-end technologies including React, Next.js, Node.js, Laravel, and Python.
• Artificial Intelligence & Machine Learning: AI/ML model development, data pipeline engineering, natural language processing (NLP), computer vision, recommendation engines, and predictive analytics solutions.
• DevOps & Cloud Engineering: CI/CD pipeline setup, containerisation (Docker/Kubernetes), cloud infrastructure on AWS, GCP, and Azure, monitoring, and managed cloud operations.
• UI/UX Design: User research, wireframing, prototyping, visual design systems, and usability testing to craft intuitive and engaging digital experiences.
• Dedicated Developer Engagement: Long-term placement of vetted, senior-level developers who work exclusively on your product under your direction, on a monthly retainer basis.
• Technology Consulting & Architecture: Independent technology assessments, system design, proof-of-concept (PoC) development, and strategic roadmap advisory.

The specific scope of services applicable to any engagement shall be defined in a mutually agreed-upon Statement of Work (SOW), proposal, or project agreement. Appther reserves the right to sub-contract portions of work to trusted partners while retaining full accountability for delivery quality.

All engagements with Appther follow a structured, milestone-driven process designed to maximise transparency, minimise risk, and ensure alignment at every stage of delivery.

1. Discovery & Requirements: Each engagement begins with a discovery phase during which Appther's team engages the Client to understand business goals, user requirements, technical constraints, and integration needs. Outputs from this phase may include a Business Requirements Document (BRD), technical specification, or scope definition document.
2. Proposal & Statement of Work: Following discovery, Appther produces a formal proposal detailing project scope, technology stack, team composition, delivery timeline, milestone schedule, and pricing. The proposal becomes binding only upon written acceptance by the Client and receipt of the advance payment specified in Section 4.
3. Milestone-Based Delivery: Projects are divided into clearly defined milestones. Each milestone has a defined deliverable, acceptance criterion, and associated payment. Appther will deliver milestone output for Client review, and work on subsequent milestones will commence only after the current milestone has been formally accepted or deemed accepted under the timelines outlined in Section 7.
4. Client Approval Gates: Before proceeding to each new phase, Appther shall submit deliverables for Client review. The Client must provide written approval or a detailed list of revisions within the timeframe specified in Section 7. Silence beyond the stipulated review window shall be deemed acceptance.
5. Change Requests: Any changes to the agreed scope must be submitted in writing by the Client. Appther will assess the impact on timeline and cost and provide a Change Request (CR) estimate. No change will be incorporated without written approval and, where applicable, additional payment. Change requests that materially expand the scope may result in revised project timelines.
6. Quality Assurance: All deliverables undergo internal quality assurance review by Appther's QA team prior to Client handover. Appther follows industry-standard testing methodologies including unit testing, integration testing, and user acceptance testing (UAT) support.
7. Final Delivery: Upon Client sign-off on all milestones and receipt of all outstanding payments, Appther will transfer all agreed deliverables, source code repositories, credentials, and documentation to the Client.

Appther invoices for services as follows, unless the parties have agreed otherwise in writing within a signed SOW or MSA:

• Advance Payment: A non-refundable advance of 30% of the total project value is due upon signing of the proposal or SOW and before any development work commences. This advance secures resource allocation and signals project commencement.
• Milestone Payments: The remaining 70% is distributed across project milestones as agreed in the SOW. Each milestone invoice becomes due upon delivery of the corresponding milestone deliverable.
• Dedicated Developer Retainers: Monthly retainer invoices are issued on the first working day of each calendar month and are due within 14 calendar days of the invoice date.
• Payment Window: All invoices are payable within 14 calendar days from the date of issue, unless otherwise specified in the SOW.
• Late Payment Interest: Invoices not settled within the due date will attract a late payment fee of 1.5% per month (or part thereof) on the outstanding balance, compounded monthly, from the due date until the date of actual payment. Appther reserves the right to suspend active project work if any invoice remains unpaid beyond 14 days of its due date, without liability for resulting delays.
• Currency: Invoices for clients based in India are denominated in Indian Rupees (INR). Invoices for clients based in the United States, Canada, or other international geographies are denominated in United States Dollars (USD), unless another currency is expressly agreed in writing. Foreign exchange risk is borne by the Client.
• Taxes: All fees are exclusive of applicable taxes. Clients in India will be charged applicable GST at the prevailing statutory rate. International clients are responsible for any withholding taxes, import duties, or similar fiscal obligations imposed in their jurisdiction.
• Payment Methods: Appther accepts bank wire transfers, NEFT/RTGS, and other methods as specified on the invoice. Cheque payments are accepted only by prior arrangement.

The ownership of intellectual property created during an engagement is an important matter that both parties should clearly understand from the outset.

• Client IP on Full Payment: Upon receipt of all payments due under the applicable SOW or project agreement, Appther irrevocably assigns to the Client all intellectual property rights, title, and interest in the bespoke deliverables specifically created for the Client under that engagement. This includes, without limitation, custom source code, design assets, and documentation produced exclusively for the Client's project.
• Appther's Retained IP: Appther retains all rights, title, and interest in and to: (a) its proprietary tools, internal frameworks, libraries, SDKs, reusable components, and pre-existing codebases ("Appther Tools"); (b) any general methodologies, know-how, or processes developed independently of the Client's project; and (c) any open-source software incorporated into the deliverables, which remains subject to the applicable open-source licence. Appther grants the Client a perpetual, royalty-free, non-exclusive licence to use Appther Tools incorporated into the deliverables solely in connection with the Client's product or service.
• Client-Provided Materials: The Client retains all rights, title, and interest in and to all data, content, trademarks, logos, brand assets, and other materials provided by the Client to Appther for use in the project ("Client Materials"). The Client grants Appther a limited, non-exclusive licence to use Client Materials solely for the purpose of performing services under the applicable engagement.
• Third-Party Components: Where third-party software, APIs, or licensed assets are incorporated into the deliverables, the Client acknowledges that such components are subject to their own licensing terms and that Appther does not transfer ownership of third-party intellectual property.
• Portfolio Rights: Appther may reference the Client's name and a general description of the project in its portfolio, case studies, and marketing materials, unless the Client provides written objection. Appther will not disclose confidential or proprietary details without prior written consent.
• Moral Rights: To the fullest extent permitted by law, Appther waives any moral rights it may have in deliverables that are assigned to the Client.

Both parties recognise that during the course of an engagement, each may have access to or receive information of a sensitive, proprietary, or commercially valuable nature belonging to the other party.

• Mutual Obligation: Each party agrees to treat all Confidential Information of the other party with the same degree of care it applies to its own most sensitive proprietary information, and in no event less than a reasonable degree of care. Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as expressly permitted in these Terms.
• Definition of Confidential Information: "Confidential Information" means any information, data, documentation, or material disclosed by either party to the other, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably ought to be considered confidential given the nature of the information and the circumstances of disclosure. This includes but is not limited to business plans, financial data, product roadmaps, source code, client lists, technical specifications, trade secrets, and project details.
• Duration of Obligation: The obligations of confidentiality under these Terms shall survive for a period of five (5) years following the completion, termination, or expiration of the relevant engagement.
• Exceptions: Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure, as evidenced by documented records; (c) is independently developed by the receiving party without reference to or use of the Confidential Information; (d) is rightfully received from a third party without restriction; or (e) is required to be disclosed by applicable law, court order, or regulatory authority, provided that the receiving party gives the disclosing party prompt prior written notice and cooperates in seeking a protective order.
• NDA: These Terms constitute a mutual non-disclosure agreement between the parties in respect of all information exchanged in connection with any engagement or prospective engagement. Where a separate NDA has been executed, the more protective terms of the two instruments shall apply.
• Authorised Disclosure: Each party may disclose Confidential Information on a need-to-know basis to its employees, contractors, advisors, and affiliates who are bound by confidentiality obligations at least as stringent as those set forth herein.

The success of any software development engagement depends on active and timely participation from the Client. By engaging Appther, the Client agrees to the following responsibilities:

• Timely Feedback: The Client shall provide written feedback, approvals, or revision requests on all deliverables submitted by Appther within five (5) business days of submission. Failure to respond within this period shall be deemed acceptance of the deliverable as submitted. Appther shall not be liable for delays caused by the Client's failure to provide timely feedback.
• Designated Project Owner: The Client must designate a named individual as the primary project point of contact ("Project Owner") who has sufficient authority to make decisions, approve deliverables, and respond to Appther on behalf of the Client organisation. Changes to the Project Owner must be communicated to Appther in writing with at least three (3) business days' notice.
• Access & Credentials: The Client shall provide Appther with all access, credentials, third-party accounts, API keys, server information, and existing codebase access necessary to perform the agreed services in a timely manner. Delays in providing access may result in corresponding delays to the project timeline, for which Appther shall not be held responsible.
• Accuracy of Information: The Client is responsible for the accuracy, completeness, and legality of all information, data, and materials provided to Appther. Appther shall not be liable for errors, defects, or issues arising from inaccurate or incomplete Client-provided information.
• Third-Party Services: Where the project requires the Client to procure third-party accounts, licences, or API subscriptions (e.g., payment gateways, map APIs, cloud services), the Client is responsible for procuring these in a timely manner and ensuring compliance with the respective provider's terms.
• Environment Setup: Where Appther requires access to staging, UAT, or production environments managed by the Client, the Client is responsible for setting up and maintaining those environments and for granting Appther the necessary access.
• Legal Compliance: The Client warrants that the product, service, or use case for which Appther is providing development services does not violate any applicable laws, regulations, or third-party rights in any jurisdiction in which it will be operated or distributed.

Appther is committed to delivering professional-grade software and stands behind the quality of its work. The following warranty terms apply to all engagements:

• Professional Standards: Appther warrants that all services will be performed by qualified professionals in a workmanlike manner, consistent with generally accepted industry standards and practices for software development of a comparable nature.
• 90-Day Bug-Fix Warranty: Appther provides a 90-day bug-fix warranty commencing from the date of final delivery and sign-off. During this warranty period, Appther will, at no additional charge, investigate and resolve any defects in the delivered software that: (a) are reproducible; (b) represent a deviation from the agreed specifications in the SOW; and (c) were not caused by Client modifications, third-party changes, or environmental factors outside Appther's control.
• Scope of Bug-Fix Warranty: The warranty covers bugs and functional defects in the custom code delivered by Appther. It does not cover: (a) feature requests or enhancements beyond the agreed specification; (b) issues arising from third-party API changes, platform updates (iOS, Android, browser), or hosting provider changes; (c) defects introduced by Client or third-party modifications to the code; or (d) issues resulting from the Client's failure to follow recommended environment or configuration guidelines.
• Third-Party APIs & Services: Appther makes no warranty, express or implied, regarding the availability, performance, accuracy, or reliability of any third-party APIs, services, platforms, or open-source libraries integrated into the deliverables. Issues arising from third-party service changes or outages are outside Appther's warranty scope.
• No Other Warranties: Except as expressly set forth in these Terms or in a signed SOW, Appther provides services on an "as-is" and "as-available" basis. Appther expressly disclaims all other warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
• Client Representations: The Client represents and warrants that: (a) it has full legal authority to enter into these Terms; (b) all Client Materials provided to Appther are owned by the Client or the Client has all necessary rights to use and provide them; and (c) the use of Client Materials by Appther as contemplated in these Terms does not infringe any third-party intellectual property, privacy, or other rights.

To the maximum extent permitted by applicable law, the following limitations on liability apply to all claims arising out of or in connection with Appther's services or these Terms:

• Liability Cap: Appther's total aggregate liability to the Client for any and all claims arising under or in connection with an engagement shall not exceed the total fees actually paid by the Client to Appther in the three (3) calendar months immediately preceding the event giving rise to the claim.
• Exclusion of Consequential Damages: In no event shall Appther be liable to the Client or any third party for any: (a) indirect, incidental, special, punitive, or consequential damages; (b) loss of profits, revenue, data, business, or goodwill; (c) loss of anticipated savings; (d) cost of substitute goods or services; or (e) business interruption losses — even if Appther has been advised of the possibility of such damages.
• Client-Caused Issues: Appther shall have no liability for any defects, damages, losses, or failures arising from: (a) modifications to the delivered software made by the Client or any third party without Appther's prior written consent; (b) the Client's failure to follow Appther's reasonable recommendations, instructions, or guidelines; (c) the Client's failure to maintain adequate backups; (d) force majeure events (see below); or (e) inaccurate or incomplete information or materials provided by the Client.
• Force Majeure: Neither party shall be liable for delays or failures in performance caused by circumstances beyond its reasonable control, including without limitation acts of God, government actions, war, civil unrest, terrorism, natural disasters, pandemics, widespread internet outages, or labour disputes. The affected party must notify the other party promptly and resume performance as soon as reasonably practicable.
• Essential Basis: The parties acknowledge that the limitations of liability in this section reflect a reasonable allocation of risk between commercial parties and form an essential basis of the bargain between them. Without these limitations, Appther would not be able to provide its services at the fees charged.

The Client agrees to defend, indemnify, and hold harmless Appther Technologies, its directors, officers, employees, contractors, affiliates, and agents (collectively, "Appther Parties") from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable legal fees) ("Claims") arising out of or in connection with:

• Any content, data, materials, or information provided by the Client to Appther that infringes, misappropriates, or violates any intellectual property right, privacy right, or other right of any third party.
• The Client's use, operation, or distribution of the deliverables in a manner that violates applicable laws, regulations, or the rights of any third party.
• Any product liability claims arising from the Client's product or service into which the deliverables are incorporated.
• The Client's breach of any representation, warranty, or obligation under these Terms.
• Any claim by a third party relating to the Client's business, operations, or use of third-party services integrated at the Client's direction.

Appther agrees to notify the Client promptly of any Claim for which indemnification may be sought and to cooperate reasonably with the Client in the defence of such Claim. The Client shall not settle any Claim in a manner that imposes obligations or restrictions on Appther without Appther's prior written consent, which shall not be unreasonably withheld.

Either party may terminate an active engagement under the following conditions:

• Termination for Convenience: Either party may terminate an engagement by providing the other party with 30 days' written notice (email to the designated contact constitutes written notice). During the notice period, Appther shall continue to perform services and the Client shall continue to pay for services rendered.
• Termination for Cause: Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 14 days of receiving written notice specifying the breach in reasonable detail; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or liquidation proceedings; or (c) engages in fraudulent, illegal, or grossly negligent conduct.
• Payment for Work Completed: Upon termination for any reason, the Client shall pay Appther for all work completed and expenses incurred up to the effective date of termination on a pro-rata basis, including any milestone payments due for partially completed milestones based on the proportion of work completed as reasonably determined by Appther.
• Delivery of Work Product: Appther will deliver all completed work product, partially completed code, and associated documentation to the Client within 14 days of the termination date, conditioned upon receipt of all outstanding payments due to Appther as of the termination date.
• Return of Materials: Each party shall promptly return or permanently destroy the other party's Confidential Information upon termination, except to the extent retention is required by applicable law.
• Non-Refundability of Advance: The 30% advance payment is non-refundable under any circumstances, including termination by either party, as it compensates Appther for opportunity cost and resource allocation made at project commencement.
• Survival: Sections covering Intellectual Property Rights, Confidentiality, Payment Terms (for amounts accrued), Limitation of Liability, Indemnification, Dispute Resolution, and Governing Law shall survive the termination or expiration of any engagement.

The parties are committed to resolving any disputes in a fair, efficient, and cost-effective manner. The following process shall govern any dispute, controversy, or claim ("Dispute") arising out of or relating to these Terms or any engagement:

1. Good-Faith Negotiation (30 Days): Before initiating any formal proceedings, the parties shall first attempt to resolve the Dispute through good-faith negotiation. Either party may initiate this process by delivering written notice describing the Dispute in reasonable detail. The parties shall then use commercially reasonable efforts to resolve the matter within 30 calendar days of delivery of such notice ("Negotiation Period").
2. Escalation: If the Dispute is not resolved within the Negotiation Period, each party shall escalate the matter to senior management (director level or above) for a further period of 15 days of senior-level engagement.
3. Arbitration (India): If the Dispute remains unresolved following the processes above, it shall be finally settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India (as amended), including its rules. The seat and venue of arbitration shall be Noida, Uttar Pradesh, India. The language of the proceedings shall be English. A sole arbitrator shall be appointed by mutual agreement or, failing agreement within 15 days, by the competent court. The arbitral award shall be final and binding and may be enforced in any competent court.
4. US & Canada Clients: For Clients whose principal place of business is in the United States or Canada, any Disputes not resolved through negotiation shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, USA. Both parties consent to personal jurisdiction in such courts for this purpose.
5. Injunctive Relief: Notwithstanding the above, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm (e.g., to protect Confidential Information or Intellectual Property) without first exhausting the negotiation process.

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and shall be construed in accordance with the following applicable law:

• India-Based Clients: For clients whose registered office or principal place of business is located in India, these Terms shall be governed by and construed in accordance with the laws of the Republic of India. The courts at Noida / Gautam Buddha Nagar, Uttar Pradesh shall have exclusive jurisdiction over any legal proceedings.
• US & Canada Clients: For clients whose principal place of business is located in the United States of America or Canada, these Terms shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of law principles.
• Other International Clients: For clients based in all other jurisdictions, Indian law shall apply by default, and the courts at Noida, Uttar Pradesh shall have jurisdiction, unless a separate written agreement specifies otherwise.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms.

Appther Technologies reserves the right to update, modify, or revise these Terms at any time, for any reason, including to reflect changes in applicable law, our services, or our business practices.

• Notice of Changes: When Appther makes material changes to these Terms, we will provide at least 30 days' advance notice by publishing the updated Terms on our website (www.appther.com/terms) and updating the "Last Updated" date at the top of this page. For active clients, we will additionally send notice via email to the Project Owner's registered email address.
• Acceptance of Revised Terms: Your continued use of Appther's website or services after the effective date of any revised Terms constitutes your acceptance of those revised Terms. If you do not agree to the revised Terms, you must notify Appther in writing before the effective date and cease using our services.
• Existing Engagements: For engagements governed by a separately executed SOW or MSA signed prior to the revision date, the Terms in force at the time of signing shall continue to govern that specific engagement unless both parties expressly agree in writing to adopt the revised Terms.
• No Waiver: Appther's failure to enforce any provision of these Terms on any occasion shall not constitute a waiver of that provision or Appther's right to enforce it in the future.
• Severability: If any provision of these Terms is found by a competent court or arbitrator to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed from these Terms if modification is not possible, and the remaining provisions shall continue in full force and effect.

For all legal inquiries, questions about these Terms, notices required under these Terms, or concerns regarding a specific engagement, please contact us via the details below. We aim to respond to all legal correspondence within 5 business days.

• Legal & Contracts: legal@appther.com
• Registered Office (India):
  Appther Technologies Private Limited
  H-160, H Block, Sector 63,
  Noida, Uttar Pradesh 201301, India
• USA Office:
  2440 Cerritos Ave,
  Signal Hill, CA 90755, USA
• Sales & General Inquiries: sales@appther.com
• Phone (India): +91-9911432288
• Phone (USA): +1-562-263-7567

All formal notices required or permitted under these Terms must be in writing and delivered via email to legal@appther.com (with read receipt requested) or by registered post to the registered office address above. Notices are effective on the date they are received.