Terms of service.

These Terms of Service (the “Terms”) are a binding agreement between you and 802 Software, LLC (“802.software,” “we,” “us”). They govern your access to and use of the website at https://802.software, our marketing content, demo sub-applications, and any services we provide unless a separate signed agreement controls.

By accessing the Services you agree to these Terms. If you don’t agree, please don’t use the Services. If you’re entering into these Terms on behalf of a company, you represent that you have authority to bind that company.

These Terms cover the general use of the website and serve as the default frame for paid engagements. For any specific engagement, the controlling order of precedence is:

1. A signed master services agreement (MSA) between you and 802.software, if any.
2. The relevant statement of work, order form, or schedule under that MSA.
3. Any data processing addendum (DPA) we’ve signed for that engagement.
4. These Terms.

If a higher-precedence document conflicts with these Terms, the higher document wins for that engagement.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the website for your own internal evaluation and information purposes.

You agree not to:

• Reverse-engineer, decompile, or attempt to extract source code (except where this restriction is prohibited by law);
• Use scrapers, bots, or automated means in a way that overloads or disrupts the site;
• Interfere with or attempt to bypass security, rate-limiting, or access controls;
• Misrepresent your identity, impersonate 802.software, or send false information through the contact form;
• Use the Services in violation of any law, or to send unlawful, infringing, or defamatory content;
• Use the Services to train a competing AI model or build a dataset for resale.

We can suspend or terminate access for violations and, where harm has occurred, pursue legal remedies.

The marketing site links to demo apps under 802.software/apps/* (currently mdmotors, pacelit, and splitnpay). These exist to demonstrate our work. They may include simulated data, may be unavailable without notice, and are provided AS ISwith no warranty.

Some demo apps publish their own privacy and terms documents that supplement these Terms with app-specific conditions. If you submit data into a demo app, treat it as non-confidential.

When you engage 802.software for paid work, the engagement’s scope, fees, timeline, acceptance criteria, and deliverables are defined in a written statement of work (SOW). Unless the SOW says otherwise, the following defaults apply.

Discovery before production code

Most engagements begin with a paid two-week discovery. We deliver a written assessment of the problem space, a recommended architecture, an estimate, and a risk register before any production code is written.

Change control

If scope changes during delivery, we’ll document the change, the impact on schedule and budget, and get written approval before implementing it. Minor adjustments inside the agreed scope don’t need a change order.

Subcontracting

We don’t use offshore subcontractors or undisclosed third-party developers. If we ever need to bring on a specialist, we’ll name them in the SOW and they’ll be bound to equivalent confidentiality obligations.

Unless the SOW says otherwise:

• Invoicing — we invoice on a milestone or monthly cadence as defined in the SOW.
• Payment terms — net 15 from invoice date, in U.S. dollars, by ACH or wire transfer.
• Late payment — invoices overdue by more than 15 days accrue 1.5% monthly interest (or the maximum allowed by law, whichever is lower) and we may pause work until paid.
• Expenses — pre-approved travel and out-of-pocket expenses are billed at cost.
• Taxes — fees are exclusive of sales, use, VAT, or similar taxes, which are your responsibility (except taxes on our income).

Disputed invoices must be raised in writing within 15 days; undisputed amounts are still due on time.

Work product

Subject to full payment of fees due, all custom code, designs, and documentation we create specifically for your engagement (the “Work Product”) are assigned to you upon delivery and acceptance.

Pre-existing materials and tools

We retain ownership of (a) anything we created before or independently of your engagement, including internal tools, libraries, methodologies, and reference architectures (“Pre-existing Materials”), and (b) anything generally applicable to our business — skills, know-how, residual knowledge — that we develop while working with you. To the extent Pre-existing Materials are embedded in the Work Product, we grant you a worldwide, perpetual, royalty-free license to use, modify, and create derivative works of those embedded portions as part of the Work Product.

Open-source components

The Work Product may incorporate open-source software. Your rights to those components are governed by their respective licenses. We’ll document material OSS dependencies and their licenses as part of delivery.

Portfolio & case-study rights

We may reference our work on the engagement at a high level (your company name, generic description, screenshots with non-confidential surfaces) in our portfolio. You can opt out in the SOW. Confidential details, source code, and private deliverables stay private regardless.

Client materials

You retain ownership of all data and materials you provide to us. You grant us a limited license to use those materials solely to perform the engagement.

The party receiving confidential information from the other will use the same care it uses to protect its own confidential information (and at minimum a reasonable degree of care), and will use that information solely to perform under the engagement.

Confidential information doesn’t include information that:

• Is or becomes public through no fault of the receiver;
• Was already known to the receiver without confidentiality obligations;
• Is independently developed by the receiver without reference to the discloser’s information;
• Is rightfully received from a third party without restriction.

Confidentiality obligations survive termination for five (5) years, or indefinitely for trade secrets.

Mutual

Each party warrants that it has the legal right and authority to enter into these Terms and to perform its obligations.

Workmanship warranty

For 60 days after acceptance of a milestone, we warrant the Work Product will materially conform to the specifications in the SOW when used as intended. Your sole remedy for a breach of this warranty is, at our option, to repair, replace, or refund the affected portion of the Work Product.

Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND WORK PRODUCT 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, TITLE, AND NON-INFRINGEMENT. WE DON’T WARRANT THAT THE WEBSITE OR DEMO APPS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND ANY ENGAGEMENT IS CAPPED AT THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU TO 802.SOFTWARE FOR THE ENGAGEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD $50,000.

These limits do not apply to: a party’s indemnification obligations, breaches of confidentiality, IP infringement, gross negligence, willful misconduct, or amounts owed for fees actually delivered.

By 802.software. We’ll defend and indemnify you against third-party claims that the Work Product, as delivered and used per the SOW, infringes a U.S. patent, copyright, or trade-secret right, and pay damages finally awarded. If such a claim arises, we may, at our option, modify the Work Product, procure a license, or refund the fees paid for the infringing portion.

By you. You’ll defend and indemnify us against third-party claims arising from (a) your data or materials provided to us, (b) your use of the Work Product in violation of the SOW or law, or (c) your breach of these Terms.

The indemnifying party must be given prompt written notice, sole control of defense and settlement (subject to the other party’s reasonable approval of settlements admitting liability), and reasonable cooperation.

Of website access

We may suspend or terminate website or demo-app access at any time, for any reason, with or without notice.

Of engagements

Either party may terminate an engagement:

• For convenience on thirty (30) days’ written notice — you pay for work completed and reasonable wind-down costs through the effective date.
• For cause if the other party materially breaches and fails to cure within fifteen (15) days of written notice.
• Immediately if the other party becomes insolvent or files for bankruptcy.

On termination, we’ll deliver completed Work Product and return or destroy your confidential information at your direction (subject to legal-retention exceptions).

Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties. Each party is an independent contractor responsible for its own personnel, taxes, and benefits. Neither party can bind the other.

Neither party is liable for delays or failures caused by events beyond its reasonable control (natural disasters, war, terrorism, civil unrest, labor disputes, internet outages, governmental action). The affected party will give prompt notice and use commercially reasonable efforts to mitigate. Force majeure doesn’t excuse payment obligations for work already delivered.

These Terms are governed by the laws of the State of Vermont, USA, without regard to its conflicts-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Each party submits to the exclusive jurisdiction of the state and federal courts located in Chittenden County, Vermont for any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its IP or confidential information.

Before filing suit, the parties will attempt to resolve any dispute in good-faith discussions between authorized representatives for at least thirty (30) days after written notice of the dispute. Either party can pursue injunctive or equitable relief at any time.

You may opt into binding arbitration on a per-engagement basis if both parties sign a separate arbitration agreement. We don’t impose forced arbitration as a default.

• Entire agreement. These Terms (together with any SOW, MSA, and DPA) are the entire agreement between the parties on this subject and supersede all prior proposals or representations.
• Severability. If a provision is held unenforceable, the rest of the Terms remain in effect, and the provision will be modified to the minimum extent necessary to be enforceable.
• Waiver. No waiver is effective unless in writing, and a waiver of one breach is not a waiver of any other.
• Assignment. Neither party may assign these Terms without the other’s written consent, except either party may assign to an acquirer of substantially all its assets. Any other purported assignment is void.
• Notices. Legal notices must be sent in writing to the addresses in the contract, or by email to hello@802.software with read receipt.
• Headings. Section headings are for convenience and don’t affect interpretation.
• Survival. Sections that by their nature should survive (IP, confidentiality, liability limits, indemnification, governing law, general) will survive termination.

We may update these Terms occasionally. When we do, we’ll change the “Last updated” date and, for material changes, notify users who have an active engagement. Continued use of the Services after the effective date constitutes acceptance.

Questions about these Terms or an active or prospective engagement:

• Email — hello@802.software
• Postal — 802 Software, LLC, 180 Market Street, South Burlington, VT 05403, US