Acceptance of terms

By accessing or using our website, or by engaging us to provide services, you agree to be bound by these Terms. 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 that entity. If you do not agree with these Terms, you must not use our website or services.

Where we enter into a separate written agreement, statement of work, or order form with you, that document will govern the specific engagement, and these Terms will apply to the extent they do not conflict with it. In the event of a conflict, the signed agreement or statement of work prevails.

Definitions

• "Client" means the individual or entity that engages us to provide services.
• "Services" means the work we provide, as described in these Terms and in any applicable statement of work.
• "Deliverables" means the work product we create and deliver to the Client as part of the Services.
• "Statement of work" or "SOW" means a document describing the scope, timeline, fees, and other terms of a specific engagement.
• "Client materials" means any data, content, materials, systems access, or other information the Client provides to us for the Services.
• "Fees" means the amounts payable for the Services.

Description of services

We provide design and software development services, which may include the following, each described generically below:

• Audit: a fixed-scope assessment in which we review a Client's product, systems, or opportunity area and deliver findings and recommendations.
• Build sprint: a defined-duration engagement in which we design and build agreed features or software into the Client's product.
• Retainer: an ongoing arrangement in which we provide continued support, maintenance, optimization, or development services on a recurring basis.

The specific scope, deliverables, timeline, and fees for any engagement are set out in the applicable quote or statement of work. We may decline any engagement at our discretion before it is accepted.

Engagements, quotes, and statements of work

An engagement begins when both parties have agreed to a quote, statement of work, order form, or other written confirmation, whether signed physically or electronically, or when the Client otherwise instructs us to begin work and we accept.

Each statement of work will describe the scope of the Services. Any work requested by the Client that falls outside the agreed scope ("change request") may require an adjustment to the fees, timeline, or both, and will be subject to mutual written agreement before we proceed.

Estimates of timing are good-faith projections and are not guarantees, unless expressly stated as a fixed deadline in a statement of work. Timelines depend in part on the Client meeting its responsibilities (see "Client responsibilities").

Fees, payment, and milestones

Fees are as set out in the applicable quote or statement of work. Unless stated otherwise:

• Fees are exclusive of any applicable taxes, duties, or levies, which the Client is responsible for paying.
• Fees may be structured as fixed amounts, recurring amounts, or milestone-based payments, as described in the statement of work.
• Where an engagement is divided into milestones, payment is due as each milestone is reached and invoiced.
• Invoices are payable within 14 days of the invoice date.

We may suspend the Services if an undisputed invoice remains unpaid after its due date, after giving reasonable notice. Late payments may incur interest at the maximum rate permitted by applicable law or a rate specified in the statement of work. Fees already paid are non-refundable except as expressly stated in a statement of work or required by law.

Intellectual property and ownership of deliverables

Subject to full payment of all applicable fees, we assign or license to the Client the rights in the final Deliverables as set out in the applicable statement of work. Unless stated otherwise, ownership of the final Deliverables transfers to the Client upon receipt of full payment for the relevant work.

We retain ownership of:

• any pre-existing materials, tools, frameworks, libraries, methodologies, know-how, and templates we use to create the Deliverables ("background IP"); and
• any general skills, techniques, and knowledge we develop or acquire in providing the Services.

To the extent our background IP is incorporated into a Deliverable, we grant the Client a non-exclusive, perpetual, worldwide license to use that background IP solely as part of the Deliverable.

The Client retains ownership of all Client materials. The Client grants us a license to use Client materials as necessary to provide the Services.

We may, unless the Client requests otherwise in writing, identify the Client as a client and describe the general nature of the work in our portfolio and marketing materials, without disclosing confidential information.

Client responsibilities

The Client agrees to:

• provide accurate and complete information, materials, and access reasonably required for the Services;
• provide timely feedback, approvals, and decisions;
• designate a point of contact with authority to make decisions;
• ensure it has the right to provide us with any Client materials and any necessary permissions or consents, including in relation to personal data; and
• comply with applicable laws in connection with its use of the Services and Deliverables.

The Client is responsible for delays or additional costs that result from its failure to meet these responsibilities. We are not liable for any failure or delay in performing the Services to the extent caused by the Client's acts or omissions.

Confidentiality

Each party may receive confidential information of the other in connection with the Services. Each party agrees to keep the other's confidential information confidential, to use it only for the purpose of the engagement, and to protect it with at least the same degree of care it uses for its own confidential information.

These obligations do not apply to information that is or becomes publicly available without breach, was already known to the receiving party without a duty of confidentiality, is independently developed, or is lawfully received from a third party. A party may disclose confidential information where required by law, provided it gives reasonable notice where permitted.

Where we process personal data on behalf of the Client, that processing is governed by a separate data processing agreement or the data protection terms agreed between the parties.

Warranties and disclaimers

We warrant that we will provide the Services with reasonable skill and care and in a professional manner consistent with industry standards.

Except as expressly stated in these Terms or a statement of work, and to the maximum extent permitted by law, the Services, website, and Deliverables are provided "as is" and "as available." We disclaim all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Services, website, or Deliverables will be uninterrupted, error-free, or free of harmful components, or that they will meet the Client's requirements except as expressly agreed. Where the Services involve software, AI features, or third-party technologies, the Client acknowledges that such technologies may produce variable, imperfect, or unexpected results, and the Client is responsible for reviewing and validating outputs before relying on them.

Limitation of liability

To the maximum extent permitted by applicable law:

• Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or in connection with the Services, even if advised of the possibility of such damages.
• Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), or otherwise, will not exceed the total fees paid by the Client to us for the Services giving rise to the claim in the 12 months preceding the event giving rise to the liability.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

Term and termination

These Terms apply for as long as you use our website or while any engagement is in effect. The term of a specific engagement is set out in the applicable statement of work.

Either party may terminate an engagement:

• for material breach by the other party that is not cured within 14 days of written notice; or
• as otherwise set out in the applicable statement of work.

Either party may terminate a retainer or other ongoing arrangement for convenience by giving 30 days written notice, unless a statement of work provides otherwise.

On termination, the Client will pay for all Services performed and expenses incurred up to the effective date of termination, including work in progress. Provisions that by their nature should survive termination, including those relating to fees due, intellectual property, confidentiality, disclaimers, limitation of liability, and governing law, will survive.

Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them, the website, or the Services are governed by and construed in accordance with the laws of the State of Missouri, United States, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of the State of Missouri located in Cass County and the United States District Court for the Western District of Missouri to resolve any dispute, subject to any mandatory consumer or local-law rights that cannot be waived.

Changes to terms

We may update these Terms from time to time. When we do, we will revise the effective date at the top of this page. Changes apply to use of the website and to new engagements from the date they are posted. Changes do not affect the terms of an engagement already agreed under a signed statement of work unless both parties agree in writing. Your continued use of the website after changes are posted constitutes acceptance of the revised Terms.

Contact

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

Mindantic LLC, doing business as UpLayer
117 S Lexington St, Ste 100, Harrisonville, MO 64701, United States
hello@uplayer.agency