Terms Of Service

---

Last Updated: June 2, 2025

Welcome to ESSG Apps. These Terms of Service ("Terms") govern your engagement with ESSG Apps ("we," "us," or "our") for the provision of custom design, development, and consulting services related to AI-powered applications and tools (collectively, the "Services").

By engaging our Services, you ("Client," "you") agree to be bound by these Terms. If you disagree with any part of the Terms, you may not engage our Services.

ESSG Apps is a technology service provider specializing in the creation of bespoke AI-driven software solutions, including mobile apps, web applications, backend systems, and specialized tools, tailored to meet the unique needs of our clients.

This Agreement takes effect on the date on which you first engage our Services, typically through a mutually agreed-upon Statement of Work (SOW) or project agreement.

ESSG Apps offers a range of Services, including but not limited to: AI strategy consulting, custom AI model development and integration, user interface and user experience (UI/UX) design for AI applications, software development, and ongoing support and maintenance for developed solutions.

The specific scope, deliverables, timelines, and fees for any Services will be detailed in a separate Statement of Work (SOW) or project agreement signed by both ESSG Apps and the Client. These Terms will be incorporated by reference into each SOW.

We will perform the Services with reasonable care and skill. Client agrees to provide timely and adequate information, feedback, and cooperation necessary for us to perform the Services.

Fees for Services will be outlined in the applicable SOW or project agreement. Payment terms (e.g., upfront deposits, milestone payments, hourly rates) will also be specified therein.

Invoices are payable upon receipt or as otherwise stated in the SOW. Late payments may incur interest charges as specified in the SOW or as permitted by law.

All fees are exclusive of applicable taxes, which will be added to invoices as required.

Due to the custom nature of our Services, payments made are generally non-refundable, except as may be expressly agreed in an SOW or required by applicable law. If a project is terminated mid-way, fees will be due for all work performed up to the termination date.

Upon full payment of all applicable fees for a specific project, the Client will own the intellectual property rights to the custom-developed software, designs, and other deliverables specifically created for the Client as part of that project (the "Client IP"), as detailed in the SOW.

ESSG Apps retains ownership of all pre-existing intellectual property, including our proprietary tools, libraries, frameworks, know-how, and methodologies used in the provision of Services (the "ESSG Apps IP").

To the extent that ESSG Apps IP is incorporated into the Client IP, ESSG Apps grants the Client a non-exclusive, royalty-free, perpetual, worldwide license to use such ESSG Apps IP solely as part of the deliverables provided to the Client.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of ESSG Apps.

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed by the other party in connection with the Services ("Confidential Information"). Confidential Information will not be disclosed to any third party without prior written consent, except as required by law.

This obligation of confidentiality will survive the termination of any SOW or this Agreement.

Client agrees to:

• Provide clear project requirements, objectives, and any necessary data or materials in a timely manner.
• Designate a primary contact person authorized to make decisions and provide approvals on behalf of the Client.
• Review deliverables and provide feedback or approvals promptly as outlined in the SOW.
• Ensure that any materials, data, or content provided to ESSG Apps do not infringe upon the intellectual property rights or privacy rights of any third party.
• Be responsible for the use, operation, and outcomes of any applications or tools developed by ESSG Apps once deployed and accepted by the Client, including compliance with all applicable laws and regulations.

ESSG APPS WARRANTS THAT THE SERVICES WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER. EXCEPT FOR THIS EXPRESS WARRANTY, THE SERVICES AND ANY DELIVERABLES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ESSG APPS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

ESSG APPS DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL MEET ALL OF THE CLIENT'S REQUIREMENTS, BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTIES REGARDING THE RESULTS, SUCCESS, OR PROFITABILITY THAT MAY BE OBTAINED FROM THE USE OF THE DELIVERABLES.

IN NO EVENT SHALL ESSG APPS, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ENGAGEMENT OF OUR SERVICES OR YOUR USE OF THE DELIVERABLES.

ESSG APPS'S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SOW, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL FEES PAID BY THE CLIENT TO ESSG APPS FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE EVENT.

These limitations will apply whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Client agrees to defend, indemnify, and hold harmless ESSG Apps and its personnel from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Client's breach of these Terms or any SOW; (b) Client's use of the deliverables in a manner not authorized by ESSG Apps or in violation of applicable law; or (c) any materials or data provided by Client that infringe upon third-party rights.

Either party may terminate an SOW or this Agreement under conditions specified in the SOW, or upon material breach by the other party if such breach is not cured within a reasonable period (e.g., 30 days) after written notice.

Upon termination, Client shall pay for all Services performed and expenses incurred up to the effective date of termination. Provisions of these Terms that by their nature should survive termination (including, without limitation, ownership provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability) shall survive.

These Terms and any SOW shall be governed by and construed in accordance with the laws of the jurisdiction where ESSG Apps is established, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts located in that jurisdiction.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent. If no such modification is possible, the provision will be severed without affecting the validity of the remaining provisions.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide reasonable notice (e.g., by posting on our website or via email) prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to engage our Services after any revisions become effective, you agree to be bound by the revised terms.