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Work Made for Hire: The parties expressly agree that all work performed, code written, and deliverables created by 2R Software LLC for the Client shall be considered a "work made for hire." The Client shall be the sole and exclusive owner of all right, title, and interest in and to the Work Product immediately upon creation.
No Retention of Rights: 2R Software LLC retains no ownership interest, residual rights, or licensing rights to the software developed or maintained under this Agreement. This ensures the Client retains full control and ownership of their proprietary assets.
2R Software LLC takes no responsibility for services provided by third parties that are not within the specific scope of services 2R Software LLC offers. This exclusion applies to the Hosting of the Client’s Website and any pre-existing integration scripts or background tools not originally created by 2R Software LLC. 2R Software LLC will use Commercially Reasonable Efforts to minimize Website downtime and assist with technical issues to facilitate a stable site experience.
2R Software LLC takes no responsibility for the functionality or maintenance of the Website after the Work has been completed unless a Partnership (Service Retainer) is in place. Errors (both technical and typographical) directly attributable to 2R Software LLC will be corrected free of charge for up to 30 days after a Partnership or upfront payment plan has ended. 2R Software LLC reserves the right to charge a reasonable fee for corrections resulting from causes outside our control, including but not limited to malicious modifications by third parties or errors in materials provided by the Client.
To maintain our high-intensity operational standard, 2R Software LLC concentrates all annual time off into a single block. We observe a strict service suspension from December 15th through January 7th.
Compensatory Schedule: To compensate for this designated break, 2R Software LLC does not observe other standard holidays throughout the remainder of the year. Furthermore, our team operates on an extended daily schedule during the active year, averaging 10 to 12 work hours per day, to ensure maximum project velocity and service coverage.
Blackout Status: During the blackout period (Dec 15–Jan 7), all active professional services, including manual maintenance, meetings, and bug resolution, are suspended. Automated server processes and 3rd party integrations generally remain active, but human intervention is unavailable.
Work is limited to uploading necessary files to the Host and testing site functionality. Search Engine Optimization (SEO) and submission to Search Engines are excluded unless specifically outlined in a separate SEO Agreement or included within a Partnership scope.
Limitation of Liability: Under no circumstances will 2R Software LLC be liable for financial, data, or other losses caused by the failure, use, or misuse of its software, websites, or technologies. The Client is responsible for maintaining regular data backups and contingency plans. Alternatively, we offer a backup service in our plans.
Proposals and offers for custom website design and development services are valid for a period of 30 days from the date issued. 2R Software LLC is not bound to honor offers that have expired. Offers are not legally binding until a timetable has been agreed by both parties. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
2R Software LLC does not guarantee specific rankings or listings on Search Engines. The Client acknowledges that Search Engine algorithms fluctuate daily and are outside the control of 2R Software LLC. The Client further understands there is no guaranteed placement or rank on the Search Engines.
2R Software LLC reserves the right to update the terms of any maintenance agreements (Partnerships). Clients will be notified of material changes via email or a prominent notice at least 14 days prior to the changes taking effect. Continued use of the services constitutes acceptance of the new terms.
2R Software LLC provides complimentary technical support related to site stability for 30 days after payment has been made in full. Beyond this period, support is available via a Partnership Plan or at a premium hourly rate determined on a case-by-case basis.
New website builds and support provided the current year are guaranteed on the latest stable versions of Chrome, Firefox, Safari, and MS Edge (We do not support Internet Explorer or deprecated browser versions).
The Client must supply all materials (text, logos, images) required to complete the Work. Failure to supply materials that delays work by more than 7 days authorizes 2R Software LLC to invoice for all work completed to date.
If a single project is agreed with 2R Software LLC, it requires an advance payment. Projects under USD $10,000 require 100% payment in advance. Projects over USD $10,000 require a 50% non-refundable deposit, with the balance due upon completion, unless otherwise agreed in writing.
At the end of the project, if maintenance is required, it would be by a monthly fee agreed with the client.
Refunds for Single Projects are discretionary and capped at 50% of the total amount, dependent on administrative expenses and time elapsed.
For Single Projects, on completion of the Work, the client will be notified and have a 7-day review period. The client should notify 2R Software LLC, in writing, of any unsatisfactory points within 7 days. Any issues not reported in writing within this period will be deemed Approved and Accepted. Once approved, work cannot subsequently be rejected, and the remaining payment becomes immediately due. The Contract remains in effect until all obligations are completed.
For Single Projects, if the client unreasonably rejects work or refuses approval after 2R Software LLC has made reasonable attempts to remedy reported issues, the contract is deemed terminated. 2R Software LLC reserves the right to pursue legal measures to recover payment for all work completed and expenses incurred.
For Single Projects, final balancing payments are due within 7 days of the invoice date following the review period. This clause applies to projects where payment is split (e.g., 50% deposit).
For any site requesting a Single Project or Partnership, the Client must create an administration account for 2R Software LLC prior to the commencement of work.
For Single Projects, 2R Software LLC does not guarantee the integrity, frequency, or restorability of backups. We are not liable for any data loss. Clients are strongly advised to maintain their own independent backups. Should damage occur, 2R Software LLC will act in good faith to resolve the issue, however, there are no guarantees.
Definition of Partnership: The term "Partnership" as used in this Agreement is a brand name referring exclusively to a recurring Service Retainer for Professional Availability. It does not constitute a legal General Partnership, Joint Venture, Agency, or Employer-Employee relationship between the Client and 2R Software LLC.
Independent Contractor & Tax Status: 2R Software LLC acts solely as an independent contractor. We are solely responsible for our own taxes, withholdings, and insurance. The Client carries no liability for 2R Software LLC's tax obligations, and this Agreement does not create a taxable entity between the parties.
The fees paid under a Partnership Plan are for the reservation of professional time and resources (Staff Augmentation) and are not contingent upon specific feature deliverables.
Because Partnership costs represent a retainer for ongoing site stability, configuration, security maintenance, and database services, there are no refunds during the first 12 months of a Partnership plan.
The decision to grant partial refunds upon cancellation is at the sole discretion of 2R Software LLC. Refunds are not guaranteed, as fees constitute a retainer for the reservation of professional time.
If a client terminates a Partnership before the 12-month commitment without notice, all services covered by 2R Software LLC through a 3rd party server (e.g., API Solutions, image processing) will be canceled immediately, and any integration scripts or background tools related to 2R Software LLC may be revoked.
If a client terminates with notice, 2R Software LLC may, at its discretion, facilitate the transfer of 3rd party service connections to the Client, provided the Client assumes full financial and technical responsibility.
If a client fails to pay for 2 consecutive months, or payments fail 2 times, the system will automatically cancel the Partnership and all associated benefits.
The client is responsible for maintaining sufficient funds for automatic payments. Failure to do so may involve a reinstatement penalty of $495 to return to the previous Partnership Plan (subject to availability), or reverting to Single Project pricing.
2R Software LLC reserves the right to approve or deny any Partnership application based on the client's technical infrastructure, business alignment, and the feasibility of maintenance requirements.
For Partnership Plans, Clients may request a monthly meeting to review site performance metrics, security logs, and configuration updates. This meeting serves to verify the allocation of maintenance hours.
For Partnership Plans, any discrepancies regarding maintenance tasks or requests for bug resolution must be reported during the monthly review meeting or via the designated support channel immediately upon discovery.
For Partnership Plans, payments are processed monthly via Stripe using the client's email on file. Payments constitute a retainer for professional availability.
For any site requesting a Single Project or Partnership, the Client must create an administration account for 2R Software LLC prior to the commencement of work.
For Partnership Plans, 2R Software LLC does not guarantee the integrity, frequency, or restorability of backups. We are not liable for any data loss. Clients are strongly advised to maintain their own independent backups.
If you have any concerns or questions, don't hesitate to contact us or send a message!