Terms and Conditions

These Terms and Conditions ("Terms") govern your use of the services provided by HatcherSoft LLC ("Company," "we," "our," or "us") and your access to our website at hatchersoft.com.

HatcherSoft LLC provides custom business automation services, including but not limited to:

• AI-powered automation solutions for business processes
• Custom workflow automation and optimization
• API integration and development services
• Lead management and customer response automation
• Data entry automation and process streamlining
• AI voice assistant implementation (VAPI integration)
• Cloud-based automation solutions on AWS infrastructure
• Ongoing support and maintenance (when contracted separately)

1.1 Service Scope

The specific scope of services will be defined in a separate Statement of Work (SOW) or Service Agreement for each project. The SOW will include:

• Detailed description of deliverables
• Project timeline and milestones
• Pricing and payment terms
• Acceptance criteria and testing procedures

By using our services, you represent that:

• You are at least 18 years of age
• You have the legal authority to enter into this agreement
• If representing a business, you have the authority to bind that entity to these Terms
• All information you provide is accurate, current, and complete

3.1 Pricing and Fees

All pricing for our services will be specified in the applicable SOW or Service Agreement. Unless otherwise stated:

• All fees are quoted in U.S. Dollars (USD)
• Prices do not include applicable taxes, which will be added as required by law
• Custom quotes are valid for 30 days from the date of issue

3.2 Payment Structure

Standard payment terms for project-based work:

• Initial Deposit: 30% of the total project cost due upon signing the Service Agreement
• Final Payment: 70% of the total project cost due upon delivery and approval of deliverables
• Retainer Services: For ongoing support and maintenance, monthly retainer fees are due in advance on the 1st of each month

3.3 Payment Methods

We accept payments via:

• Credit/Debit card (processed securely through Stripe)
• ACH bank transfer
• Wire transfer (for amounts over $5,000)

3.4 Late Payments

Payments not received by the due date will be subject to:

• A late fee of 1.5% per month (18% annually) on the outstanding balance
• Suspension of services until payment is received
• Termination of the Service Agreement if payment is 30 days past due

4.1 General Policy

4.2 30-Day Approval Period

For the final 70% payment:

• You have 30 days from delivery to review and approve the deliverables
• If deliverables do not meet the agreed-upon specifications in the SOW, you may request revisions at no additional cost
• A full refund of the final payment is available within the 30-day period if we are unable to meet the SOW requirements after good-faith efforts
• The initial 30% deposit is non-refundable in all circumstances, as it covers project initiation and planning costs

4.3 Cancellation by Client

If you wish to cancel a project:

• Written notice must be provided to info@hatchersoft.com
• The initial deposit is forfeited
• Additional fees may apply for work completed beyond the deposit amount
• For retainer services, 30 days' written notice is required; you will be charged for the full 30-day period

4.4 Cancellation by HatcherSoft

We reserve the right to cancel services if:

• Payment is not received within 30 days of the due date
• You violate these Terms or the Service Agreement
• We determine, in our sole discretion, that continuing the project is not feasible

In such cases, you will be charged for all work completed to date.

5.1 Client Data and Content

You retain all ownership rights to:

• Your business data, content, and materials provided to us
• Your trademarks, logos, and brand assets
• Any pre-existing intellectual property you share with us

By providing your data to us, you grant HatcherSoft LLC a limited, non-exclusive license to use, process, and store your data solely for the purpose of delivering the contracted services.

5.2 HatcherSoft Intellectual Property

HatcherSoft LLC retains all ownership rights to:

• Our proprietary automation frameworks, templates, and methodologies
• Pre-existing code, tools, and software components
• Our AI models, algorithms, and training data
• Our branding, website, and marketing materials

5.3 Custom Deliverables

Upon full payment of all fees:

• You receive a perpetual, non-exclusive license to use the custom automation solutions we develop for you
• You may modify the delivered code for your internal business purposes
• You may not resell, redistribute, or sublicense the automation solutions to third parties without our written consent
• HatcherSoft LLC may retain and reuse generalized components, patterns, and non-client-specific code in future projects

Our handling of your personal and business data is governed by our Privacy Policy. Key points:

• We implement industry-standard security measures to protect your data
• Data is encrypted in transit and at rest
• We host data on AWS infrastructure with 99.9% uptime commitment
• We comply with applicable U.S. data protection laws, including CCPA for California residents
• Voice conversations and transcripts from VAPI are stored securely and used only for service delivery and quality improvement

7.1 Uptime Commitment

For hosted automation solutions on AWS:

• We target 99.9% uptime (approximately 8.7 hours of potential downtime per year)
• Scheduled maintenance will be communicated at least 48 hours in advance when possible
• Emergency maintenance may be performed with limited notice to address critical security or performance issues

7.2 Support

Support terms vary by service type:

8.1 Limited Warranty

We warrant that:

• Our services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to the specifications in the SOW
• We have the right to provide the services and grant the licenses described herein

8.2 Disclaimer of Warranties

8.3 AI and Automation Disclaimer

You acknowledge that:

• AI and automation technologies may produce unexpected or incorrect results
• You are responsible for reviewing and validating all automated outputs before business use
• We are not liable for business decisions made based on AI recommendations or automated data processing
• You should maintain human oversight of critical business processes

9.3 Exceptions

The above limitations do not apply to:

• Our gross negligence or willful misconduct
• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited by law

10.1 Client Indemnification

You agree to indemnify, defend, and hold harmless HatcherSoft LLC, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorney fees) arising from:

• Your use of our services in violation of these Terms
• Your violation of any applicable laws or regulations
• Your infringement of any third-party intellectual property rights
• Any content or data you provide to us
• Your business operations or decisions based on our automation services

10.2 HatcherSoft Indemnification

We agree to indemnify you from third-party claims that our services infringe a U.S. patent, copyright, or trademark, provided that:

• You promptly notify us in writing of the claim
• You give us sole control of the defense and settlement
• You provide reasonable assistance in the defense

This indemnification does not apply if the infringement arises from your modification of our deliverables or use in combination with non-HatcherSoft products.

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of our relationship:

11.1 Confidential Information Includes

• Business strategies, processes, and operations
• Technical specifications and proprietary code
• Pricing, financial information, and customer data
• Any information marked as "Confidential" or that should reasonably be understood to be confidential

11.2 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of this agreement
• Was rightfully known prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed by law or court order (with prior notice when possible)

11.3 Duration

Confidentiality obligations survive for three (3) years after termination of the Service Agreement.

12.1 Project Term

Project-based services continue until delivery and final payment, unless terminated earlier in accordance with these Terms.

12.2 Retainer Term

Retainer-based services continue on a month-to-month basis until either party provides 30 days' written notice of termination.

12.3 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 15 days of written notice
• Becomes insolvent or files for bankruptcy
• Engages in illegal or fraudulent activities

12.4 Effects of Termination

Upon termination:

• All outstanding fees become immediately due and payable
• We will provide you with completed work to date (upon payment)
• You must cease using any HatcherSoft proprietary tools or frameworks
• Confidentiality obligations continue as specified in Section 11
• We may retain your data for 90 days for transition purposes, then delete it (unless required by law to retain)

To ensure successful project delivery, you agree to:

• Provide timely access to necessary systems, data, and resources
• Respond to our requests for information or decisions within 5 business days
• Designate an authorized representative to make project decisions
• Review deliverables and provide feedback within agreed-upon timeframes
• Ensure all provided content and data does not violate third-party rights
• Maintain backup copies of all critical data

Delays caused by failure to meet these obligations may result in project timeline extensions and additional fees.

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to:

• Acts of God, natural disasters, pandemics, or epidemics
• War, terrorism, civil unrest, or government actions
• Internet or telecommunications failures not caused by the affected party
• Third-party service provider outages (including AWS)
• Labor disputes or strikes

The affected party must provide prompt notice and make reasonable efforts to mitigate the impact. If the force majeure event continues for more than 30 days, either party may terminate the affected Service Agreement.

15.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate negotiations by sending written notice to the other party describing the dispute.

15.2 Binding Arbitration

If the dispute cannot be resolved through negotiation within 30 days, the parties agree to submit the dispute to binding arbitration:

• Arbitration Rules: The American Arbitration Association (AAA) Commercial Arbitration Rules
• Location: Anchorage, Alaska
• Arbitrator: A single arbitrator mutually agreed upon by both parties, or appointed by AAA if no agreement is reached
• Language: English
• Costs: Each party bears its own legal fees; arbitration fees split equally unless the arbitrator orders otherwise

15.3 Exceptions to Arbitration

Either party may seek injunctive relief in court for:

• Intellectual property infringement
• Breach of confidentiality obligations
• Urgent matters requiring immediate judicial intervention

15.4 Class Action Waiver

These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Alaska, without regard to its conflict of law principles.

For any disputes not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Anchorage, Alaska.

17.1 Entire Agreement

These Terms, together with any applicable SOW or Service Agreement, constitute the entire agreement between you and HatcherSoft LLC regarding the services and supersede all prior agreements and understandings.

17.2 Amendments

We may update these Terms from time to time. Material changes will be communicated via email or website notice at least 30 days before taking effect. Your continued use of our services after changes take effect constitutes acceptance of the updated Terms.

17.3 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any successor entity in connection with a merger, acquisition, or sale of assets.

17.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

17.5 Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of HatcherSoft LLC.

17.6 Relationship of Parties

HatcherSoft LLC is an independent contractor. These Terms do not create a partnership, joint venture, employment, or agency relationship between you and HatcherSoft LLC.

17.7 Notices

All legal notices must be sent in writing to:

Notices are deemed delivered when received by email (with confirmation) or 3 business days after mailing via certified mail.

17.8 Survival

The following sections survive termination of these Terms: Intellectual Property Rights, Confidentiality, Limitation of Liability, Indemnification, Dispute Resolution, and Governing Law.

BY USING OUR SERVICES OR ACCEPTING A SERVICE AGREEMENT, YOU ACKNOWLEDGE THAT:

• You have read and understood these Terms
• You agree to be bound by these Terms and any applicable SOW
• You have the authority to enter into this agreement
• You understand the limitations of liability and warranty disclaimers
• You agree to the dispute resolution provisions, including binding arbitration and class action waiver