Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear singular or plural.

Definitions

• Country refers to Virginia, United States
• Company(referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Appech Inc, 20130 Lakeview Center Plaza, Suite 400, Ashburn VA, 20147.
• Service refers to all Software Consulting and development services provided by the Company to you at any time past or present.
• Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
• You (also referred to as "The Client" or "Client") means the individual accessing or using the Service, or the Company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
• Your Account means the Account to which charges for the provided Service are applied to and which payments are made for the services.
• Payment Grace Period means a period from the invoice date of any given invoice to no more than seven days after that.
• Verbal Abuse means to speak with belligerence and disregard for another individual. This term's definition includes using curse words repeatedly after being asked not to continue.
• Service Rendering means the act of the Company providing its services to you or your agents.
• Sprint means a unit of time in which project work is completed for the companies' clients. This unit of time is biweekly, beginning on Sunday and ending on Saturday of the following week.
• Appech Project Manager means the person responsible for overseeing the quality and production of your Project being serviced by the Company. These engineers serve as your voice during internal development meetings and work on your behalf to ensure that your final product meets expectations and quality standards.
• Assigned Architect refers to the engineer designing the integrations, and overall architecture for your project.
• Phase means a unit of work that encompasses multiple features for your Project to be developed within a limited time-frame. Phases build upon the work from previous phases.
• Minimum Viable Product (also referred to as "MVP" or "Initial Phase") means the minimum set of features required to create a viable product that can be marketed to consumers. MVPs are generally completed as the first phase of a project. In some instances, the MVP can be divided among more than one initial phase.
• Billable Hour means an hour spent by an agent of the Company working on a project for you. A billing agreement has been established, and the effort is defined as billable.
• Billing Agreement means the signed agreement between the Company and you that dictates the cost associated with efforts and when the amounts become due.
• Active Project means a project with a minimum of 20 billable hours in the current active sprint.
• Non-Active Project means a project that has less than 20 billable hours assigned to the current sprint.
• Active Client means a client that has entered into a billing agreement with the Company and has at least one Active Project in the Current Sprint.
• Non-Active Client means any client who has previously used the Company's services in any capacity but does not currently have an active project with the Company.

1. These are the Terms and Conditions governing the use of the Services offered by the Company and the agreement that operates between You and the Company when you are engaged in the use of these services. These Terms and Conditions set out the rights and obligations of all parties regarding the use of the Services provided by the Company.
2. Your access to and use of the Services provided by the Company is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all you, and any Agents for your entity who access or use the Services provided by the Company.
3. By using the Services, you agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions, then You may not use any of the Services provided by the Company.
4. You represent that you are over the age of 18, and legally capable of entering into this agreement. The Company does not permit those under 18 to use its Services.

1. The Company reserves the right to terminate this agreement and restrict your access to the Companies Services for any of the following reasons.
   1. Failure to pay existing expenses for the Services provided to you from the Company within the Payment Grace Period.
   2. Verbal Abuse of any Company Agent by You or any of your Agents.
   3. The request of any Service Rendering that is in opposition to any laws put in place by the Country of the Company, or the Country where you reside.
2. The request of any Service Rendering that conflicts with the Morality of the Companies operating officers.

1. The Company offers the following services to Non-Active Clients. The rules for these services are defined herein as well.

1. Project Initiation Consultations are meeting where in you can discuss your Project with an Appech Project Manager, and Architect to ascertain the feasibility of your goals, and whether your Project is a good fit for the Company.
2. This meeting is designed to be no more that half an hour in length, and all information obtained by the Company during these meetings will be held as confidential, and the sole property of you the Client. If the Company or its agents provide you with additional ideas or thoughts about your Project during these consultations, you are under no obligation to remit payment for those ideas, and they are considered part of your Project, and the intellectual property of you.
3. Project Initiation Consultations are always the first step to having services rendered by the Company for your Project.

1. The Company offers the following services to Active Clients. The rules for these services are defined herein as well.

1. Project Discovery work is required for all projects serviced by the Company. This work is broken down into two stages.
2. The first stage of discovery is to ascertain the extent of the feature requirements for the Project, and any immediate impediments to the Project's continuation. The first stage will have a budget cap applied to the effort required, and the final bill for the effort will be based on the hours applied to the discovery. The first stage of discovery can not be bypassed during the first phase of development. Subsequent phases however may not require a stage one discovery. Once completed, stage one of discovery will provide you with a list of features and use cases as well as the effort required to complete the designs for the current phase of development during stage two of discovery.
3. The Second Stage of discovery is presented as milestones that are planned as part of the first stage. These milestones have an associated effort and are billed to your Account upon completion of the work for the milestone. This stage of discovery is dedicated to building the data model for any project application and designing the user experience for any custom applications or components used in your Project. During this second stage of discovery, it is possible for milestones to influence previously completed milestones as we iterate towards perfection of the application design. In such cases no additional fee is applied to completed milestones. At the completion of the second stage of discovery, the Company will provide you with the designs created, code developed, and the complete plan for completing the current phase of development. This plan will include the final pricing for the current phase of development broken into milestones.
4. Project Discovery requires that a Billing Agreement be in place for the Project prior to beginning any Discovery work. You must understand and agree that during discovery, it is possible that your Project may gain previously unforeseen obstacles that prevent the Company from moving forward. These obstacles are not always easy to see without the full context obtained in discovery. When these obstacles are found, the Company will stop work immediately, and discuss the problems with you. If together the Company and you can find a solution, the Company will resume work on your Project. In either case, you are obligated to pay for all efforts completed as part of your discovery as outlined in your billing agreement, including the milestone that produced the obstacle.
5. All phases of a project require that discovery take place prior to development commencing. This is primarily to protect you from unforeseen costs, but also serves as the planning period for your phase and allows the Company to assemble the milestones for your project phase.
6. The work plan for a Project Discovery in conjunction with the Billing agreement for any given Phase of development is considered a valid estimate for 60 Days following the date the Discovery Review is issued to the Client. Beyond that point the Company may choose to require an addition stage of discovery prior to accepting a project into active development. In addition, the Company may also require a new Billing Agreement at that time.

1. Network engineering services are Service that assist you in preparing your network, or a cloud environment to run your Project after completion of development services. We are not however a managed service provider, nor do we engage in the maintenance of client networks or hardware devices. Data loss prevention, and Network level security are the sole domain of you the Client, and the Company cannot be held liable for any breaches or loss of data concerning your physical network.

1. The Company provides software engineering services to you the Client only after Initiation is approved by the Company and you the Client, and a full discovery has been completed for your Project. Project work is broken into phase that can span a single, or multiple sprints for the Company. This Service is billed as milestones, with the effort fully realized in the clients Staging Environment and approved of by the Client.
2. Work is planned sprint by sprint, and billed as completed. Your billing agreement may require a deposit on Milestones that are planned for the current sprint prior to work on the milestones beginning. If required, the deposits must be in place prior to any company agent beginning work on your milestone.
3. If during the course of development changes to the Project are requested by the Client, and the Company deems those changes to be outside the scope of planned work, those changes will be subject to another stage of discovery to ensure that all requirements are fully understood. The outcome of the discovery will dictate changes to effort planned, and the Client agrees to compensate the discovery time, and the subsequent changes per the billing agreement.

1. The Company agrees that the Project Source Code in whole, Ideas, and Designs are the intellectual property of You the Client. The Company does not however grant ownership of internally developed libraries to the Client. The Company retains ownership of any code developed for the purpose of re-usability outside the clients Project.
2. The Company agrees to keep all ideas, designs, data, and project source code confidential. If the Client requests, then the Company agrees to remove the code from Company resources and remit all copies to You the Client.
3. The Company is under no obligation to maintain storage of Project resource for Non-Active Clients beyond 6 months from the time that the Client becomes Non-Active. Any loss of data or research is the sole responsibility of the Client.
4. The Client is not granted access to the Company’s internal storage services, or active development environments unless granted in writing to the Client apart from this agreement. The Company is under no obligation to grant the Client access to Company resources or systems.

1. Work completed in software engineering or development is provided with a two-month OAP or Owner Acceptance Period. This time is dropped to Two weeks when the Project becomes inactive. Bugs or defects found during this time period will be fixed alongside work for the next phase of development in active sprints. If a defect is reported in this period, once a fix has been applied the fix is provided an additional five days of OAP to ensure that it, and its related systems have been fixed completely.
2. Any defect reported outside of the OAP will be considered additional work for a future or current phase and will be treated as billable effort.

1. It is possible that the Company may not be able to provide any or part of your final project work if it is found to be illegal, or there are third party restrictions preventing the continuation of the development of your product. In such cases you are only required to remit payment for the milestones completed for your Project. If your Project can be salvaged with a change in course, you will be required to return to discovery to ascertain the extent of changes to existing code, and future. A new milestone document will be generated, and the budget for you project phase will be altered accordingly.
2. It is important to understand that the Company specializes in the art of developing effective, and efficient software, and not the art of understanding the legal implications of your line of business. The Company will make every effort in good faith to find, and mediate obstacles to the success of your Project, the Company has no control of third-party vendors, or legal entities.

1. When we develop software, we setup continuous integrations to push code to development environments that mimic your production environments. Unless you specifically request otherwise, your production environment will be hosted in Microsoft's Azure Cloud Platform. We always use Azure when setting up development environments.
2. You can expect the following development environments to be setup for your Project.
   1. Epsilon: A feature testing environment that supports code isolation and prevents untested code from being merged into your primary repository branch.
   2. Gamma: A feature testing environment that supports code isolation and prevents untested code from being merged into your primary repository branch.
   3. Delta: A feature testing environment that supports code isolation and prevents untested code from being merged into your primary repository branch.
   4. Dev: The unified development environment is used to test features fully integrated with the current primary branch.
   5. Test: When a build is approved for our QA Team to test, it is deployed to the Test Environment, and tested there.
3. All these environments live in our development subscription and are fully isolated from production environments. You are responsible for the costs associated with running these environments. Generally, you can expect the following rough monthly estimates for your dev environments.

   Service	Applies To	Monthly Amount	Notes
   Database	Environment	20 USD
   Web App Service	Project	75 USD	Can host up to 5 Applications
   Search	Environment	Free	Up to 5 Free Indexes then 75 USD
   Authentication	Project	Free
   Azure Functions	Environment	Consumption	Generally, less than 20 USD in Development

   When we begin deploying to Production environments these costs can increase based on utilization.

4. You will have two production environments for your projects. Staging will be where you go to review and accept milestone completions. Production will be where the live instance of your Project runs. We do not deploy these environments until needed to reduce your azure costs during development.
5. You will receive a bill for Azure resources monthly, and you agree to remit payment within 5 business days of receiving the bill.

1. The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

1. If You have any concern or dispute about the Service, you agree to first try to resolve the dispute informally by contacting the Company. In the event that a compromise cannot be reached, you agree to arbitration in the State and County of the Company. If arbitration does not end in your favor, you agree to pay all fees and cost incurred by the Company during the arbitration process.

1. If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

1. You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

1. If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

1. Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

1. These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

1. The Company reserves the right, at The Company's sole discretion, to modify or replace these Terms at any time. If a revision is material, the Company will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the Company's sole discretion.
2. By continuing to access or use the Company's Services after those revisions become effective, you agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Company's Service.

1. Notwithstanding any other provision of this Agreement, the development services provided by the Company will/may include some programming code that Company has previously developed for its own use (“Company’s Prior Code”). The Company expressly retains full ownership of such code, including all associated rights to use such code. However, the Company also grants to You the Client a license (as further described below) to use, market and/or sell the Company’s prior code (subject to the terms of Paragraph 5.2 above) without additional compensation to Development Firm.

1. The Client understands that throughout developing the applications contracted by the Client to be developed by the Company, the Company will make use of existing libraries and source codes that serve specific functions within the application. All libraries that are created by the Company enhanced or used during the creation of the final product by the Company will remain the Company’s intellectual property. The Client is granted a permanent license (the “License”) by the Company to use such libraries in their current state within the product contracted by the Client to be developed by the Company. The License is granted, by the Company, to the Client, without the expectation of any further royalties or compensation. The License does not permit the Client to access source code for the library, nor does it enable the Client to use the library in any other project. The library does not entitle the Client to updated versions of the library without additional compensation being paid to the Company.