Terms of Service

These Terms of Service (the "Agreement") govern your engagement with Singular Inc. ("Singular," "we," "our," or "us") for custom software development services. By engaging our services, signing a statement of work, or otherwise contracting with Singular, you ("Customer," "you," or "your") agree to be bound by these terms.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement. If you do not have such authority, or if the applicable entity does not agree with these terms and conditions, you must not accept this Agreement and may not engage our services.

1. Services

1.1. Service Description. Singular provides custom software development services, including but not limited to: AI-powered application development, enterprise software solutions, mobile and desktop applications, and bespoke software engineering services (collectively, the "Services"). Our approach combines elite engineering talent with AI-accelerated development methodologies to deliver scalable, enterprise-grade software solutions.

1.2. Engagement Terms. Services are provided pursuant to a separate statement of work, project agreement, or similar document that references these Terms of Service ("SOW"). Each SOW will specify the scope of work, deliverables, timeline, and compensation for the specific engagement.

1.3. Deliverables. Singular will deliver the software, documentation, and other materials specified in the applicable SOW ("Deliverables"). Unless otherwise specified in the SOW, Customer will own all rights to custom software developed specifically for Customer, subject to Singular's retained rights in its proprietary methodologies, tools, and pre-existing intellectual property.

1.4. Performance Standards. Singular will perform Services in a professional and workmanlike manner consistent with industry standards and best practices for software development.

2. Customer Responsibilities

2.1. Cooperation. Customer agrees to provide reasonable cooperation, including timely provision of information, feedback, approvals, and access to systems or personnel as reasonably required for Singular to perform the Services.

2.2. Compliance. Customer represents and warrants that its use of the Services and any software developed by Singular will comply with all applicable laws, regulations, and industry standards. Customer is responsible for obtaining any necessary licenses, permits, or approvals for its use of the Deliverables.

3. Third-Party Components

Deliverables may incorporate third-party software, libraries, or services ("Third-Party Components"). Customer's use of Third-Party Components is subject to the applicable third-party license terms. Singular will use commercially reasonable efforts to identify material Third-Party Components and their licensing requirements.

4. Payment Terms

4.1. Fees. Customer will pay the fees specified in the applicable SOW ("Fees"). Unless otherwise specified, all Fees are due within thirty (30) days of invoice date.

4.2. Expenses. Customer will reimburse Singular for reasonable out-of-pocket expenses incurred in connection with the Services, subject to any limitations specified in the SOW.

4.3. Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments. Customer is responsible for paying all taxes associated with the Services, except for taxes based on Singular's net income.

4.4. Late Payment. Overdue amounts may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5. Intellectual Property

5.1. Customer Ownership. Subject to the terms herein, Customer will own all rights to custom software and materials developed specifically for Customer under the SOW.

5.2. Singular Retained Rights. Singular retains all rights to its pre-existing intellectual property, proprietary methodologies, tools, frameworks, and general knowledge and experience. Singular may use general knowledge, skills, and experience gained during the engagement in other projects.

5.3. License to Singular. Customer grants Singular a non-exclusive license to use Customer's intellectual property solely as necessary to perform the Services.

6. Term and Termination

6.1. Term. This Agreement begins when executed and continues until all SOWs are completed or terminated.

6.2. Termination for Convenience. Either party may terminate an SOW for convenience with thirty (30) days written notice. Customer will pay for all work performed through the termination date.

6.3. Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

7. Warranties and Disclaimers

7.1. Mutual Warranties. Each party represents and warrants that it has the authority to enter into this Agreement and that its performance will not violate any other agreement to which it is bound.

7.2. Service Warranty. Singular warrants that Services will be performed in a professional and workmanlike manner. Singular's sole obligation for breach of this warranty is to re-perform the non-conforming Services at no additional charge.

7.3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SINGULAR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. Confidentiality

9.1. Definition. "Confidential Information" means non-public information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential under the circumstances.

9.2. Obligations. Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information; (b) not disclose such information to third parties without prior written consent; and (c) use such information solely for the purposes of this Agreement.

9.3. Exceptions. These obligations do not apply to information that: (a) is publicly available through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) must be disclosed by law.

10. General Terms

10.1. Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

10.2. Governing Law. This Agreement will be governed by the laws of the State of Delaware, without regard to conflict of law principles.

10.3. Entire Agreement. This Agreement, together with any SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter hereof.

10.4. Amendments. This Agreement may only be amended by written agreement signed by both parties.

10.5. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder will continue in full force and effect.

10.6. Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.