Terms of Service

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between Addicnet Technologies LLC ("Addicnet", "we", "us", or "our") and you ("Client", "you", or "your"), governing your access to and use of our website, platform, and services. By accessing our platform, submitting a venture inquiry, booking a consultation, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not have such authority, you may not use our services on behalf of that entity.

Addicnet is a Digital Venture Lifecycle Execution Platform providing the following service offerings:

• Talent-as-a-Service (TalentaaS) — access to vetted individual engineers and consultants for targeted engagements
• Team-as-a-Service (TaaS) — modular engineering pods assembled for specific project scopes
• Dedicated Team as a Service (DTaaS) — fully managed, dedicated engineering teams embedded in your operations
• TestLab — quality assurance and release-readiness testing services
• Cross-Border Expansion — facilitating digital ventures between African and global markets
• Venture Lifecycle Services — Discovery, Build, Assurance, Scale, Expansion, and Transformation phases

The specific scope, deliverables, timelines, and pricing of any engagement shall be set forth in a separate Statement of Work (SOW), proposal, or service plan agreed between the parties. In the event of any conflict between these Terms and an executed SOW, the SOW shall prevail with respect to its subject matter.

To access certain features of the platform, including the Client Command Center, you may be required to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to notify us immediately of any unauthorized use of your account or any other security breach. We reserve the right to suspend or terminate access if we suspect any unauthorized or fraudulent activity.

To enable us to deliver services effectively, you agree to:

• Provide timely and accurate information, access, and resources required for the engagement
• Designate a primary contact person authorized to make decisions on your behalf
• Review and respond to deliverables, reports, and communications within reasonable timeframes
• Ensure you have all necessary rights, licenses, and permissions for any materials you provide to us
• Comply with all applicable laws and regulations in your jurisdiction
• Not use our services for any unlawful, fraudulent, or abusive purpose

Delays caused by your failure to meet these responsibilities may affect project timelines and are not grounds for refund or liability on our part.

Fees for our services are as set forth in your agreed SOW, proposal, or subscription plan. Unless otherwise stated, all fees are quoted in US Dollars and are exclusive of applicable taxes.

Recurring subscription fees are billed monthly in advance via Stripe, our payment processor. By subscribing, you authorize us to charge the designated payment method on a recurring basis until the subscription is cancelled. One-time project fees and consultation fees are billed as specified in the applicable agreement.

Invoices are due within the timeframe stated on the invoice (default: 14 days from issue). Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, and may result in suspension of services.

Subscriptions: You may cancel a recurring subscription at any time from the Client Command Center or by contacting us. Cancellation takes effect at the end of the current billing cycle. No refunds are provided for partial billing periods.

Project engagements: Cancellation of a fixed-scope project engagement must be submitted in writing. You are responsible for fees covering work completed up to the date of cancellation, including non-cancelable third-party costs.

Consultations: Booked consultations may be rescheduled or cancelled with at least 48 hours' notice. Cancellations within 48 hours of the scheduled time are non-refundable.

Refunds, where applicable, are issued to the original payment method within 10 business days.

All content, software, tools, methodologies, and materials developed by Addicnet — including our platform, branding, templates, and proprietary frameworks — remain our exclusive intellectual property. You are granted a limited, non-exclusive, non-transferable license to use deliverables created specifically for your engagement for your internal business purposes.

You retain all rights to materials, data, and information you provide to us. By providing such materials, you grant us a license to use them solely for the purpose of delivering the agreed services.

Pre-existing intellectual property used in the delivery of services remains the property of its respective owner. Where we incorporate our proprietary frameworks or tools into deliverables, you receive a license to use them as part of the deliverable, but we retain ownership of the underlying framework.

Both parties agree to keep confidential all non-public information disclosed by the other party, including business strategies, technical specifications, pricing, and customer data. Confidential information shall be used solely for the purpose of the engagement and shall not be disclosed to third parties without prior written consent.

This obligation survives termination of the Agreement for a period of three (3) years. The receiving party's obligation does not extend to information that is or becomes publicly available through no fault of the receiving party, was rightfully known before disclosure, is independently developed, or is required to be disclosed by law or court order.

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. Our total liability for breach of this warranty is limited to re-performing the deficient services or, at our option, refunding the fees paid for the affected portion of services.

EXCEPT AS EXPRESSLY STATED, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DO NOT WARRANT THAT OUR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR ACHIEVE ANY PARTICULAR RESULT. WE DO NOT GUARANTEE ANY SPECIFIC BUSINESS OUTCOME, REVENUE, OR MARKET SUCCESS RESULTING FROM OUR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ADDICNET BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OUR SERVICES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Certain jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

You agree to indemnify and hold harmless Addicnet and its affiliates, officers, employees, and contractors from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of: (a) your breach of these Terms; (b) your misuse of our services; (c) your violation of applicable law; or (d) any materials or information you provide to us that infringes the rights of any third party.

This Agreement is effective upon your acceptance and continues for the duration of your engagement with us. Either party may terminate this Agreement or any active SOW for material breach, with 30 days written notice to cure (where curable).

We may suspend or terminate access immediately if we determine, in our sole discretion, that your conduct is unlawful, harmful, or violates these Terms. Upon termination, all outstanding fees become immediately due and payable.

Provisions that by their nature should survive termination — including intellectual property, confidentiality, limitation of liability, and indemnification — shall remain in effect.

You agree not to:

• Use our services to violate any law, regulation, or third-party right
• Attempt to gain unauthorized access to our systems, data, or networks
• Interfere with or disrupt the integrity or performance of our platform
• Reverse engineer, decompile, or disassemble any part of our platform
• Use our services to transmit malware, spam, or harmful code
• Resell, sublicense, or redistribute our services without authorization

Our platform integrates with third-party services, including Stripe for payment processing and Base44 for infrastructure. We are not responsible for the practices or content of these third parties. Your use of third-party services is subject to their respective terms and policies.

The parties shall attempt to resolve any dispute informally first, by good-faith negotiation between authorized representatives. If the dispute cannot be resolved within 30 days, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in Los Angeles County, California.

The arbitration shall be conducted before a single arbitrator, and the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs, and the arbitrator may not award attorneys' fees absent a statutory basis. This provision does not prevent either party from seeking injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.

This Agreement is governed by the laws of the State of California, United States of America, without regard to its conflict of law provisions. For matters involving data protection in jurisdictions where we operate — including South Africa (POPIA), Nigeria (NDPA), Ghana (Data Protection Act), and Rwanda — local data protection laws shall additionally apply to the extent relevant.

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, internet or infrastructure failures, or pandemics. The affected party shall use reasonable efforts to resume performance as soon as practicable.

We may update these Terms from time to time. We will notify clients of material changes via email or a notice on our platform. Your continued use of our services after the effective date of revised Terms constitutes acceptance of the updated Terms.

For questions regarding these Terms, please contact us: