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 (the “Services”).

‍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 quote.

Graphics and photographs

All brand identity guidelines, 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 quote.

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) and Google (Chrome). 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 quote.

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,iPads, Tablets, or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate quote.

Contact and Technical support

You will have access to our client portal  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.

Our team is available via hello@vyten.com from 10:00 AM to 4:00 PM Central Time, Monday to Friday. We aim to respond to all inquiries within one to three (1-3)  business days.

Project timeline, Maintenance, Updates and Revisions

You agree to provide all material to be included in your app five (5) business days prior to the start of your build week. 

Build Week Schedule:

We have crafted a streamlined build week process, outlined on your project proposal, to ensure your app is launched quickly and efficiently.

During your project, we will provide the number of revisions outlined on our Plans & Pricing page to the app design based on your feedback. Feedback from you on the revision will need to be turned around after two (2) business days to stay on schedule. If feedback is not received within two (2) business days, we will assume that the design is approved as-is. Further revisions will be billed at $200/hour.  Once revisions are requested, you allow us ten (10) business days to return the revised project.  For projects needed sooner than ten (10) days, a rush fee of $300/hour will be charged.  

If you require revisions once wireframes have been approved, revisions will be billed at $200/hour.

Once an app is published (“published” means both live in the app store or published for internal use), any further revisions (excluding bug fixes) will incur a fee of $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 days 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 quote for the work. Additional work is billed at an hourly rate of $200/hour. 

You acknowledge that we may make routine and non-substantive updates to your app without your consent, including but not limited to removing menu items if you have deleted the relative content, changing icons, changing text, or generally making minor design choices such as updating a theme to be lighter, more modern, or more accessible to adhere to design standards. In order to maximize the benefits under your subscription with us, we perform these updates at our own discretion without your prior approval. All unauthorized updates are performed in the interest of the success of your app. If for some reason you are not happy with an unauthorized update, please let us know as soon as possible. 

Once your app has been launched, all updates that are not bugs (errors) on the site or app 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.

If your pre-work is incomplete or deadlines are missed, your project will be rescheduled. A $500 fee applies, and the new build week will be assigned based on availability. The fee must be paid within 30 days to avoid project cancellation.

Your app project is considered complete and our engagement ended once the app is published for internal use or to the Apple and Google Play Stores following the structure of the approved app map.

Google and Apple Compliance and 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 functionality 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.

Vyten builds apps using a method that meets the requirements of the Apple and Google developer program policies and terms, including policies about revenue share for digital goods. If you choose to self-edit, you agree that you are solely responsible for changes to the app that are not in compliance with Apple/Google terms and that you are putting your app at risk of being unpublished as well as risking the termination of your developer account. 

Project Management and Workflow

We use an online project management tool 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.

You may contact us at hello@vyten.com between the hours of 10 AM to 4 PM Central Time, Monday through Friday. Any correspondence outside of these hours will be answered the next business day. 

Intellectual property and acknowledgment

"Intellectual property rights" means all patents, rights to inventions, copyrights (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.

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 to our knowledge, all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you.

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.

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. You agree to include “Mobile App by Vyten” with our logo visible and a link to our website in your app.  

App Hosting Migration

You reserve the right to transition your app hosting to another reseller marketing agency capable of maintaining and performing updates to the mobile app on the existing mobile app development platform, upon payment of a one-time fee of $5,000 to Vyten. 

Alternatively, you may transition your app hosting to a direct relationship with our existing affiliate companies, vendors, or contractors upon payment of a one-time fee of $5,000 to Vyten. Should you desire, Vyten can provide eight (8) hours of virtual training for your employees or contractors to manage the mobile app, for an additional fee of $2,500 to Vyten. 

In the event you do choose to migrate hosting, you agree to maintain the confidentiality of all service providers, affiliate companies, and contractors used by Vyten during the course of this agreement. 

You also to refer new business to Vyten. You agree not to refer new business directly to Vyten's service providers, affiliate companies, and contractors. 

In the event of migration, you agree not to provide mobile app development services to other businesses in the United States and Canada for a period of two (2) years from the date of any transition of app hosting.

Non-Disclosure And Confidentiality

In order to assist us in performing our obligations under this Agreement, we may have access to some of your confidential information. For purposes of this Agreement, “Confidential Information” includes all information or material that has or could have commercial value or other utility in your business, or to your customers or their businesses, and which is not generally known to the public. We agree to keep all Confidential Information strictly confidential and not to use or disclose this information to third parties unless we first obtain written permission from you. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and our duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer has or could have commercial value or other utility in the business in which you or your customers are engaged, or until it becomes publicly known.

Testimonials and Marketing

We love to show off our work, so we reserve the right to display all aspects of our creative work, whether published in the app store or only for internal use, 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, for any purposes, including commercial purposes such as advertising This may include displaying your app which show your trademarks, business name, or other identifying information. 

You agree that we, and anyone authorized by us, is granted an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly display our creative work in the form of your app, in whole or in part, in any manner or medium, now known or developed in the future, for any purpose, and grant us the right to make it part of the our current or future website, marketing,  and content. This right includes granting us proprietary rights or intellectual property rights under any relevant jurisdiction without any further permission from you or compensation by us to you. We have the right but not the obligation to use your app and we may cease the use of your app on our website or in our content at any time for any reason.

We may also request a testimonial from you or permission to use your project in a case study to publish on our website and in our marketing materials. By providing a testimonial, review, personal story and information, verbal statements, demonstrations, and any accompanying content, including photos and videos of and by you, or depictions of your name, signature, likeness or other identifying personal characteristics of you or the name or seal of your organization (the “Testimonial”) for publication on our website and related promotional materials, you are agreeing to the following:  .

• We have a perpetual, non-exclusive, royalty-free right and license to use, reproduce, modify, adapt, publish, translate, distribute, and display the Testimonial worldwide in any media.

• You have voluntarily provided the Testimonial and understand that it may be used by us for marketing and promotional purposes.

• You were not provided compensation as incentive to provide the Testimonial.  

• We may alter the photo and video aspects of the Testimonial, including adding graphics and/or Photoshopping, and you waive any right to inspect or approve the final version of the Testimonial before it is published.

• You understand that once your Testimonial is published, it may be publicly accessible.

• You release us and our employees, officers, directors, agents, and affiliates from any and all claims, demands, and liabilities arising out of or in connection with the use of the Testimonial, including but not limited to any claims for copyright infringement, defamation, or any right of publicity or privacy.

• You affirm that the testimonial you provided is true and accurate to the best of your knowledge and reflects your personal experiences and honest beliefs and those of no other party.

Third-party programs and tools

You acknowledge that we often utilize third-party services and that we do not control the activities of third-party companies are not responsible for any issues that arise out of their activities.  Third-party services and tools operate independently of us and can suspend the relationship with us at any time at their discretion.  They may also change code or break app services and features. You agree to indemnify and hold us harmless for any damages that you may incur due to those third-party activities.

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

• AI: OpenAI (ChatGPT)

• App Builder: Appy Pie, Bubble, BuildFire, Glide, GoodBarber, Zoho Creator

• Developer Program: Apple Developer Program, Google Developer Program

• E-Commerce: DoorDash Storefront, Shopify, Square, Squarespace, Toast, Webflow, Wix, WordPress

• Email & SMS: ActiveCampaign, ConvertKit, Flodesk, Keap, Klaviyo, Mailchimp, Twilio

• Learning Management System: Kajabi, Kartra, LearnDash, Teachable, Thinkific

• Podcast Hosting: Blubrry, Buzzsprout, Libsyn, Podbean, Simplecast, Transistor

• Scheduling: Acuity Scheduling, Arketa, Boulevard, Google Calendar, Mindbody

• Video Hosting: YouTube, Vimeo, Wistia

If requested, 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 or for interruptions due to your failure to pay them on time. 

As an account owner, you are responsible for keeping your own third-party developer accounts updated, including signing updated agreements, keeping Vyten abreast of all storage and technical updates, and opting in to email alerts.  Failure to do so impacts our ability to update your apps.       

We reserve the right to engage subcontractors, vendors, or independent contractors (collectively, “Subcontractors”) to perform any portion of the Services, including design, development, or maintenance work. Vyten shall remain fully responsible for all Services performed by such Subcontractors and for ensuring that their work meets the standards outlined in this Agreement. Vyten will oversee the Subcontractors’ activities, coordinate their efforts, and act as the sole point of contact for you. Any agreement or arrangement with Subcontractors will not relieve Vyten of its obligations to deliver the Services in accordance with this Agreement.

Referrals and Affiliates

Vyten may have an affiliate or reseller relationship with certain third-party providers, which means Vyten may earn referral commissions or provide pass-through billing for your convenience.

If you choose to participate in Vyten’s Referral Program, including using our referral platform or conducting any Referral Program-related activities, you acknowledge and agree to comply with the separate Referral Program Agreement, which is also incorporated by reference into this Agreement. In the event of any conflict between this Agreement and the Referral Program Agreement, the Referral Program Agreement will control with respect to the Referral Program only. Vyten reserves the right to modify or update the Referral Program Agreement at any time by posting the updated terms at vyten.com/legal/referral-program-agreement. If any material changes are made, reasonable notice will be provided by email, on the Vyten website, or within the Referral Dashboard. Your continued participation in the Referral Program after such changes become effective constitutes your acceptance of the updated terms.

Payment Terms

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

Annual Payments, Installment Payments and Payments over $3,000 USD must be made via ACH or wire transfer. You agree to keep a current credit card on file and authorize us to charge your card on a monthly basis, the first week of the month. We will send an invoice detailing your fees, and then five (5) business days later we will charge your credit card on file if we have not received any questions or concerns about your invoice from you before that time. All amounts shall be paid promptly and if the credit card payment does not process successfully, we will request a new credit card authorization from you. 

We reserve the right to charge interest on all overdue debts at the rate of 25% of your invoice each month that the payment is past due. This amount will be added to your monthly billing. We reserve the right to terminate your access should these bills not be paid. 

Failure to provide us with admin access to your Apple & Google Developer accounts, business tools, and brand assets seven (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. 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 on our Plans & Pricing page.     

Pause Payment Policy

We understand your business needs may change, and you may need to pause your app service temporarily. You can pause your app service at any time with thirty (30) days’ notice at a rate of $9/month. During this time, your app and app builder will be temporarily inaccessible.

Fee Adjustments at Renewal

Unless otherwise specified, your monthly or annual hosting, maintenance, or support plan will automatically renew at the end of its current term for a subsequent renewal term unless you or we give written notice of non-renewal at least thirty (30) days before the end of the current term. Upon renewal, Vyten may increase your Subscription fees up to our then-current list price set forth on our publicly available Plans & Pricing page. Vyten will provide at least thirty (30) days’ advance notice to you of any fee increase before your renewal term begins. This notice may be delivered by email or any other commercially reasonable method. The increased fees will be effective at the start of the renewal term. If you do not agree to the fee increase, either party may choose to terminate the Subscription at the end of the current term by providing the required advance written notice. By continuing your Subscription without termination, you acknowledge and agree to pay the increased fees for the renewal term.

Cancellation Policy

If you decide to cancel our services, we will securely delete your app from our systems upon request. Please note, if you wish to reactivate the app in the future, this will require a new project initiation at our standard rates.

Before proceeding with a cancellation, we recommend contacting our Client Success team to explore any alternatives that may better suit your evolving needs.

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.

Termination Policy

Either of us may terminate this Agreement by providing thirty (30) days written notice to the other party. All fees for the project are non-refundable, including any App Support, Hosting, and Maintenance fees. Upon termination, service will end on the last day of your current paid term; unused days or months will not be prorated or refunded. If you terminate this Agreement, you agree to pay us  for the work performed, in addition to any expenses incurred by us as of the date of termination. The amount due for our services will be calculated by our hourly fees at $200 per hour for work performed by us as of the date of termination. Upon payment of the full amount as calculated above for our services and expenses, we will transfer to you all right and title to any work delivered to you as of the date of termination.

Indemnification

You agree to indemnify, defend, and hold harmless Vyten, its affiliates, members, officers, employees, agents, and licensors (collectively, the “Indemnified Parties”) from and against any and all claims, demands, losses, liabilities, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to your acts or omissions in connection with this Agreement or your use of the Services, including but not limited to any claims alleging: (a) the infringement or misappropriation of third-party rights by content or materials you provide; (b) the misuse of or unauthorized access to the Services; (c) violations of data privacy or security laws; or (d) your failure to obtain all consents or approvals necessary for Vyten to perform its obligations under this Agreement. Vyten reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not settle any such matter without Vyten’s prior written consent. This indemnification obligation survives the termination or expiration of this Agreement.

Additional Terms and Policies

Your use of Vyten’s Services is also governed by our Privacy Policy and Terms of Service, which are incorporated by reference into this Agreement. By entering into this Agreement, you acknowledge that you have reviewed and agree to be bound by the Privacy Policy and Terms of Service. If any provision of the Terms of Service conflicts with this Agreement, the terms of this Agreement will govern to the extent of that conflict, unless otherwise explicitly stated. Vyten may update the Professional Services Agreement, Privacy Policy, or Terms of Service at any time by posting the updated terms on our website or within your account portal; continued use of the Services after such changes become effective constitutes your acceptance of the updated terms.

You agree to comply with all applicable privacy and data protection laws and to provide Vyten with any instructions or materials needed to lawfully process data on your behalf in accordance with the Privacy Policy and applicable law.

Disclaimer 

We cannot and do not guarantee that you will achieve any particular result or

earnings from your engagement with us, and you understand that results differ for each individual. Any links to third-party products, services, or sites are subject to separate terms and conditions. We are not responsible for or liable for any content on or actions taken by such third-party company or website. Although we may recommend or use third-party sites, products or services, it is your responsibility to fully research such third parties before entering into any transaction or relationship with them.

We try to ensure that the availability and delivery of the Services is uninterrupted and error-free. However, we cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance or updates, although, of course, we will try to limit the frequency and duration of suspension or restriction.

THE INFORMATION, PRODUCTS AND SERVICES OFFERED BY US ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICES OR ANY OF THEIR FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THE WEBSITE, INCLUDING MEMBERSHIP PAGES, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PROGRAM, INCLUDING ITS MATERIALS, PRODUCTS OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE PROGRAM.

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.

Our liability to you and your liability to us will be limited to the amount of fees payable under this contract and neither of us will be liable to the other or to 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.

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.

Neither of us can transfer the rights and obligations under this contract to anyone else without the other’s prior written permission.

We both agree that we will use commercially reasonable efforts to adhere to all relevant laws and regulations in relation to our activities under this contract and not directly cause the other to breach any relevant laws or regulations.

If for some reason one part of this contract becomes invalid or is found unenforceable, the remaining parts of it remain in place.

Neither of us shall be in breach of this Agreement due to any event beyond our control (a “Force Majeure event”).  We will give as much notice as possible if a Force Majeure event prevents us from performing the Services or impedes our ability to uphold any provision of this Agreement.  

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, without giving effect to its conflict of laws principles. The state and federal court nearest to Nashville, Tennesee, will have exclusive jurisdiction over any case or controversy arising from or relating to this Agreement. By engaging Vyten, you submit to the exclusive jurisdiction and venue of these courts and consent irrevocably to personal jurisdiction in such courts and waive any defense of forum non conveniens. The prevailing party in any dispute between the parties arising out of or related to this Agreement, whether resolved by negotiation, mediation, or litigation, will be entitled to recover its attorneys’ fees and costs from the other party.