This Client Services Agreement ("Agreement") governs development services provided by a. Development Agency. By accessing or using the Software, the client organization and its authorized users ("Client") agree to this Agreement. Where a. Development Agency and Client have executed a separate services agreement or statement of work, that agreement controls to the extent of any conflict.
a. Development Agency grants Client a non-exclusive, non-transferable license to use the Software for Client's internal business operations during the term of the parties' services relationship. The Software is deployed within Client's own cloud environment; Client owns its data and its infrastructure at all times.
Client will not sublicense, resell, or provide the Software to third parties; will not reverse engineer the Software except as permitted by law; and will not use the Software in violation of applicable law. Access is limited to Client's authorized personnel.
The Software interoperates with third-party services the Client connects (including QuickBooks Online, Microsoft 365, Google Drive, and e-signature providers). Those services are governed by their own terms, and Client is responsible for maintaining its subscriptions and authorizations. Client may revoke the Software's access to any connected service at any time.
Client retains all rights to its data. The Software is designed so that client-facing actions (such as sending correspondence or issuing invoices) require approval by Client personnel. a. Development Agency does not sell Client data and does not use Client data to train artificial-intelligence models.
Each party will protect the other's confidential information with at least reasonable care. Where Client is a tax return preparer, a. Development Agency acknowledges the confidentiality requirements and penalties of IRC §7216 and §6713 with respect to tax return information, as set out in the parties' written contractor notice.
Except as expressly stated in the parties' services agreement, the Software is provided "as is" without warranties of any kind, express or implied. The Software assists with, but does not replace, Client's professional judgment; Client remains responsible for reviewing outputs and for its professional obligations. To the maximum extent permitted by law, a. Development Agency's aggregate liability arising out of the Software is limited to the amounts paid by Client for the Software in the twelve months preceding the claim, and neither party is liable for indirect, incidental, or consequential damages.
This Agreement remains in effect for the duration of the parties' services relationship. Upon termination, Client's license ends; because the Software runs in Client's own environment, Client retains its data and infrastructure. Sections 4–6 survive termination.
This Agreement is governed by the laws of the State of Florida, without regard to conflicts of law. Questions may be directed to a. Development Agency at usama@adevagency.com.