Terms of Service & Master Software Engineering Agreement

1. Agreement & Acceptance of Terms

These Terms of Service ("Terms", "Agreement") constitute a legally binding contract between you ("Client", "User", "Licensee", or "Customer") and CodeYB Studio (trading as codeYB — Code Your Business, operating the official platform at www.codeyb.com).

By commissioning software development, approving an engineering Statement of Work (SOW), accessing codeYB developer APIs, or utilizing our web-based tools, you acknowledge that you have read, understood, and agreed to be bound by all terms, policies, and schedules incorporated herein.

2. Scope of Software Engineering Services

codeYB provides custom production software engineering and technical consulting services, including:

• Custom full-stack web application development (React 19, Next.js 16, Node.js, Python FastAPI, TypeScript).
• Cross-platform and native mobile application engineering (Flutter, React Native, iOS Swift, Android Kotlin).
• Multi-tenant SaaS platform engineering, distributed relational & NoSQL schema design, and cloud architecture (AWS, GCP, Kubernetes, Docker).
• Autonomous AI neural agent orchestration, RAG vector pipelines, and enterprise LLM integrations.
• Technical SEO architecture, Core Web Vitals optimization, and security audits.

Every bespoke development project is governed by a dedicated Statement of Work (SOW) defining explicit sprint deliverables, acceptance criteria, milestone timelines, and escrow fee schedules.

3. Intellectual Property (IP) Transfer & Client Ownership

🏆 100% Day-1 Perpetual Legal IP Ownership Transfer Guarantee:

Upon settlement of the corresponding milestone fee as set forth in the applicable Statement of Work (SOW), CodeYB Studio irrevocably transfers 100% full, exclusive, unrestricted, and perpetual legal ownership of all custom source code, Git repositories, database architectures, graphics, UI assets, and project documentation created specifically for the Client under that milestone.

Pre-Existing codeYB Frameworks & Open Source: codeYB retains all proprietary rights in its pre-existing core tooling, generic helper libraries, and platform trademarks (including the name "codeYB" and logo). To the extent any pre-existing codeYB utility is incorporated into a Client deliverable, codeYB grants the Client a perpetual, royalty-free, worldwide license to utilize, modify, and distribute that utility as embedded within the delivered software.

4. Free Developer Utility Tools Disclaimer

codeYB provides free browser-based developer utility tools (e.g., PDF Locker, Image Compressors, Markdown Converters, JSON Formatters, Base64 Tools) strictly on an "AS-IS" and "AS-AVAILABLE" basis without warranties of any kind.

Because all processing for these utility tools is executed 100% locally in your web browser via client-side WebAssembly, codeYB does not transmit, store, inspect, or backup your files. You remain solely responsible for maintaining local copies of any data processed through client-side utilities.

5. Payment Terms, Milestone Escrow & Invoicing

• Milestone-Based Escrow: Development fees are structured across verifiable sprint milestones. Payments are deposited into agreed milestone escrow or invoiced upon sprint initiation.
• Staging Acceptance: Each milestone deliverable is deployed to a password-protected staging environment for Client Quality Assurance (QA). The Client has a standard five (5) business day review window to test and sign off.
• Payment Due Dates: Standard invoicing terms are Net-15 from the date of invoice issuance, unless otherwise stipulated in the SOW.
• Currencies & Statutory Taxes: Engagements may be invoiced in USD ($), INR (₹), EUR (€), GBP (£), or CAD ($) via authorized enterprise payment rails (wire transfer, ACH, SEPA, Stripe, Razorpay). Statutory taxes (such as GST or VAT) are itemized in compliance with applicable law.
• Refund & Cancellation Terms: Milestone cancellations, pro-rata adjustments, and uncommenced sprint refunds are governed by our dedicated Refund & Cancellation Policy.

6. Confidentiality & Binding Mutual Non-Disclosure (NDA)

Both codeYB and the Client agree to hold in strict confidence all non-public technical architecture, source code, trade secrets, customer records, and commercial pricing discussed or exchanged during an engagement. Neither party shall disclose such Confidential Information without prior written authorization, except as compelled by a court of competent jurisdiction.

7. Warranties & 90-Day Post-Launch SLA

codeYB warrants that all custom code delivered adheres to rigorous TypeScript standards, contains zero intentional malware or unauthorized backdoors, and matches agreed sprint technical specifications.

8. Limitation of Liability

To the maximum extent permitted by applicable law, the total cumulative aggregate liability of CodeYB Studio arising out of or related to any project engagement, whether in contract, tort (including negligence), or otherwise, shall be strictly capped at the total amount of fees actually paid by the Client to codeYB under the applicable Statement of Work during the six (6) months immediately preceding the event giving rise to liability.

In no event shall either party be liable for any indirect, punitive, special, incidental, or consequential damages (including loss of business profits, loss of data, or operational interruption).

9. Governing Law & Exclusive Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the substantive laws of the Republic of India.

The parties irrevocably agree that the competent courts located in Hyderabad, Telangana, India shall have exclusive jurisdiction to settle any dispute, controversy, or claim arising out of or relating to this Agreement or its breach, termination, or invalidity.

10. Corporate Legal & Contracting Desk