Customer Agreement

Summary

We’ll always do our best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what, when, and what will happen if something goes wrong. What we want is what’s best for both parties, now and in the future.

You (“You”) are hiring us Vyten LLC (“We or Us”) to complete all tasks listed in this document as outlined in our previous correspondence.

What do both parties agree to?

You: You have the authority to enter into this contract on behalf of yourself, your company, or your organization. You’ll give us the access, assets, and information we tell you we need to complete the project.

You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work, and provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by the dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.

Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavor to meet every deadline that’s set, and on top of that, we'll maintain the confidentiality of everything you give us.

Text content

Unless agreed separately, we’re not responsible for writing content for your mobile app or website. If you are interested in copywriting and content strategy services, we can provide a separate estimate.

Graphics and photographs

All graphics and images must be provided before your project can begin. You should supply graphics in an editable, vector digital format. You should supply photographs in a high-resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate.

HTML, CSS, and JavaScript

We deliver web page types developed from HTML markup, CSS stylesheets for styling, and unobtrusive JavaScript for feature detection, poly-fills, and behaviors.

Browser testing

We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), and Mozilla Firefox. We’ll also test to ensure that people who use Microsoft Internet Explorer 11 for Windows get an appropriate experience. We won’t test in other older browsers unless we agreed separately. If you need an enhanced design for an older browser, we can provide a separate estimate.

Mobile testing

Testing using popular smaller-screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using.

We test our mobile apps on:

• Latest Apple iPhone model with the latest version of iOS
• Latest Samsung phone with the latest version of Android

We test our web designs in:

• iOS: Safari
• Android: Google Chrome

We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows, older iPhones, or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate estimate.

Technical support

You will have access to our admin portal and app builder on our website. If you require additional technical support, you're welcome to contact us; however, depending on the nature of your questions we may not be able to help with complex issues out of our normal scope or control.

Changes and revisions

During your project, we will provide up to 2 revisions to the app design based on your feedback. Feedback will need to be turned around after 2 business days to stay on schedule. If feedback is not received within 2 business days, we will assume that the design is approved as-is. Further revisions will be billed at $200/hour.

We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the number of weeks that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for the work. Additional work is billed at an hourly rate of $200/hour.

Self-Editing Your App

While we do not recommend you or your team make any edits to your app, if you do choose to do so we require any changes be communicated to Vyten prior to them being made. Any tampering or altering of the app menu, structure, or screens without written approval from Vyten will result in additional charges billed separately at our emergency rate of $300/hr to resolve complications with your app as a result of tampering. We are not liable for any issues stemming from alterations to the app made by any party outside of Vyten.

Project Management and Workflow

We use an online Project Hub to manage projects: this includes email correspondence, deadline tracking, and any and all questions that may arise. You will receive an invitation to your Client Portal at the project kickoff.

All app content, product information, and photography must be provided prior to the start of working on the project unless previously discussed arrangements have been made.

You agree to maintain open and efficient communication throughout our working agreement. Delays in responses can potentially result in project launch date setbacks.

Maintenance

Once your app has been launched, all updates that are not bugs (errors) on the site are to be billed; any bugs that are worked on for the first 14 days (or as specified in your selected option) will not be charged.

Legal

We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.

That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages, even if you’ve advised us of them.

Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages, even if we’ve advised you of them.

Finally, if any provision of this contract shall be unlawful, void, or for any reason is unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

Intellectual property rights

"Intellectual property rights" means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get-up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and

renewals or extensions of, such rights and all similar or equivalent rights or forms of protection that subsist or shall subsist now or in the future in any part of the world.

First, you guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves or that you have permission to use them. When you provide text, images, or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.

We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images, or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property.

Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:

You own all intellectual property rights of text, images, site specifications, and data you provided unless someone else owns them.

We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.

Displaying our work

We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs, and the completed project on our portfolio and in articles on websites, social media, magazine articles, and in books.

Your published mobile app will include Vyten branding on your app launch screen, home screen, and settings menu. This screen will include a designer credit stating that Vyten developed the app with links to our website.

Third-party programs and tools

To publish your mobile app, you may need to set up accounts directly with third-party companies including, but not limited to:

• Apple Developer Program
• App Store Small Business Program
• Google Play Console - Android Developers
• IAPHUB (In-App Purchases)
• SendBird Chat
• YouTube, Vimeo, or Wistia
• Shopify, Squarespace, Wix, or WordPress
• Mailchimp, ConvertKit, or Flodesk

You must enroll in these accounts, set up your direct payment method, and provide us with admin access for us to complete the project. We are not responsible for paying for these third-party tools.

Payment schedule

The total cost of this proposal will be paid as outlined in the Payment Schedule of your Vyten Order Form.

Your invoice is included in this agreement. Invoices are payable via credit card, ACH, or wire transfer. Payments over $10,000 USD must be made via ACH or wire transfer. Our payment terms are 5 business days from the date of invoice. All proposals are quoted in USD and payments will be made at the equivalent conversion rate on the date the transfer is made.

We reserve the right to charge interest on all overdue debts at the rate of 25% of your invoice per month or part of a month.

Failure to provide us with admin access to your Apple & Google Developer accounts, business tools, and brand assets 7 days before your Build Week will result in your Build Week being rescheduled and subject to a rescheduling fee of $500.

Delays in responses can potentially result in project launch date setbacks. If we determine the project is not moving along at a reasonable pace, we will put your project on hold, at which point it will be subject to a rescheduling fee of $500 to add your project back to our schedule.

Your App Support, Hosting, and Maintenance plan starts immediately, and your first 30 days is included in your App Design & Setup fee. In order to submit your app and keep your app fully functional on the Apple App Store and Google Play Store, an ongoing hosting, maintenance, and support fee is required. This fee can be paid monthly or annually as outlined below:

• Starter billed monthly at $199/month OR annually at $159/month ($1,908/year)
• Pro billed monthly at $299/month OR annually at $259/month ($3,108/year)

We provide the option to pay our App Design & Setup fees over time with monthly installment payments as agreed upon at the time of purchase. Payments will be automatically charged to the payment method on file according to the installment schedule provided to you. All payments made toward the installment plan are non-refundable.

Cancelation & Pause Payment Policy

We recognize that there may be instances when you need to temporarily suspend the use of our applications. We offer our users the flexibility to pause their application usage once per calendar year for up to three months. During this pause, your application remains secure and intact on our backend systems, but the app will not be functional for your users in the app store. When you're ready to resume services, we ensure a seamless reactivation process.

In the event that you decide to cancel our services, we will, as per your request, delete your application from our systems. This measure is taken to respect your privacy and secure your data.

Please note, upon cancellation and deletion, if you wish to use the same application in the future, a new project initiation will be required. This involves rebuilding the application from the beginning, subject to our standard project rates and timeframes.

Customers may terminate this agreement at any time by:

a. Paying off the remaining balance of their installment payments in full (if applicable); and

b. Providing written notice of termination to us at least 30 days prior to the desired termination date.

Upon receipt of the remaining balance and written notice, we will confirm the termination of the agreement and cease all ongoing services. Customers remain responsible for any outstanding payments due up until the termination is finalized.‍

Modification of Terms

We reserve the right to modify, update, or change these Terms of Service at any time and from time to time, effective upon providing you with written notice of such changes. Written notice may be delivered via email to the address associated with your account, by posting a notice on our website, or through other reasonable means of communication. It is your responsibility to review the Terms periodically for any updates or changes. Your continued use of our services following the posting of revised Terms constitutes your acceptance of and agreement to the updated Terms. If you do not agree to the modified Terms, you must discontinue your use of our services.

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In closing

Neither of us can transfer this contract to anyone else without the other’s permission.

We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.

This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.

Although the language is simple, the intentions are serious and this contract is a legal document under the exclusive jurisdiction of the State of Delaware.

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