Terms of Service

1. Acceptance of terms

By accessing our website, requesting a quote, signing a contract with us, or otherwise using our services, you accept these Terms in full. If you do not agree, do not use our services. If you are accepting these Terms on behalf of a company, you represent that you have authority to bind that company.

2. Description of services

We provide custom software development services, including but not limited to web applications, mobile applications, AI integrations, cloud architecture, and ongoing maintenance. The specific scope, deliverables, timelines, and fees for each engagement are defined in a separate signed agreement or statement of work (“SOW”). In the event of a conflict between these Terms and an SOW, the SOW controls.

3. Accounts and security

If you create an account, you are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. Notify us immediately at legal@pinnacle.codes if you suspect unauthorized access. We may suspend or terminate accounts that we believe are being used in violation of these Terms.

4. Acceptable use

You agree not to:

• Use our services for any unlawful purpose or in violation of any applicable law.
• Interfere with, disrupt, or attempt to gain unauthorized access to any part of our services or systems.
• Reverse engineer, decompile, or disassemble any software we provide, except as expressly permitted by law.
• Use our services to develop a competing product or service.
• Upload malicious code, send spam, or harm us or others through our services.

5. Intellectual property

Unless otherwise specified in an SOW: (a) you retain all rights to materials you provide to us; (b) we retain all rights to our pre-existing tools, frameworks, libraries, methodologies, and know-how; (c) upon full payment, we assign to you all rights in the custom-developed deliverables created specifically for you under an SOW, excluding our pre-existing materials and any third-party open source components, which remain under their original licenses.

6. Payment terms

Fees, payment schedule, and milestones are set out in the SOW. Unless otherwise stated:

• Invoices are due net thirty (30) days from the invoice date.
• Late payments may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
• You are responsible for all applicable taxes other than taxes on our net income.
• We may suspend services for invoices more than thirty (30) days past due.

7. Confidentiality

Each party agrees to protect the other party's confidential information with the same care it uses for its own (and no less than reasonable care), to use it only for the purposes of the engagement, and to not disclose it to third parties except as required by law or to fulfill obligations under an SOW. Confidentiality obligations survive termination for five (5) years.

8. Warranties and disclaimers

We warrant that our services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THIS LIMITED WARRANTY, OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES IS LIMITED TO THE TOTAL FEES YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS, SO THEY MAY NOT APPLY TO YOU IN FULL.

10. Indemnification

You agree to defend, indemnify, and hold us harmless from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of your breach of these Terms, your violation of any law or third-party right, or your misuse of our services.

11. Termination

Either party may terminate an SOW as set out in the SOW. We may terminate or suspend access to our website or services at any time, with or without cause, with or without notice. On termination: you remain responsible for fees accrued through the termination date; sections that by their nature should survive (intellectual property, confidentiality, warranties, liability, indemnification, governing law) will survive.

12. Governing law and disputes

These Terms are governed by the laws of the State of New Jersey, United States, without regard to its conflict-of-law principles. Any dispute arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in Union County, New Jersey, and both parties consent to the jurisdiction of those courts.

13. Changes to terms

We may update these Terms from time to time. When we do, we will post the updated version on this page and update the “Last updated” date. Your continued use of our services after the change constitutes acceptance of the updated Terms. If you do not agree to the updates, stop using our services.