Terms of Service

Effective Date: January 1, 2025

These Terms of Service ("Terms") govern your use of the website and services provided by Blackhawk Apps ("we," "our," or "us"). By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

1. Acceptance of Terms

By accessing or using our website, submitting inquiries, entering into a service agreement, or engaging in any communication with Blackhawk Apps or its employees, contractors, or representatives, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. Engaging in business discussions, receiving proposals, or exchanging correspondence related to potential or active services constitutes acceptance of these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

Unless otherwise governed by a separate written agreement between the client and Blackhawk Apps, these Terms constitute the agreement and shall apply to all services performed on or after January 1, 2025. Continued engagement with Blackhawk Apps constitutes acceptance.

2. Description of Services

Blackhawk Apps is a San Francisco Bay Area-based software development company providing a range of technology services, including but not limited to:

• Custom software development
• Django and Python development
• Mobile application development
• Cloud computing and infrastructure
• Systems integration
• AI/ML implementation and AI agent development
• Legacy system modernization
• DevOps consulting
• Business intelligence and data ETL
• Security consulting
• Quality assurance and testing

The specific scope, deliverables, and timeline for any engagement will be defined in a separate service agreement or statement of work between you and Blackhawk Apps.

3. Client Responsibilities

As a client, you agree to:

• Provide accurate and complete information necessary for us to perform our services.
• Respond to our requests for information, feedback, and approvals in a timely manner.
• Ensure that any materials, content, or data you provide to us do not infringe upon the rights of any third party.
• Designate a primary point of contact for communication regarding the project.
• Review and test deliverables within the timeframes specified in your service agreement.
• Maintain the confidentiality of any credentials, access keys, or sensitive information shared during the engagement.

4. Payment Terms

Payment terms are governed by the specific service agreement entered into between you and Blackhawk Apps. General payment terms include:

• Fees are based on the pricing plan selected (Professional, Premium, or Enterprise) or as otherwise agreed upon in a custom service agreement.
• Invoices are issued monthly and are due within 30 days of the invoice date unless otherwise specified.
• Late payments may be subject to interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
• We reserve the right to suspend services if payments are more than 30 days overdue.
• All fees are quoted in U.S. dollars unless otherwise specified.

5. Cancellation and Modification Policy

The following cancellation and modification terms apply to all service agreements:

• Contracts up to one year require a minimum of 30 days' written notice for cancellation or modification.
• Contracts exceeding one year require a minimum of 60 days' written notice for cancellation or modification.
• Written notice must be sent to general@blackhawkapps.com.
• Upon cancellation, the client is responsible for payment of all services rendered up to the effective date of cancellation.
• Any work in progress at the time of cancellation will be delivered to the client in its current state upon final payment.

6. Intellectual Property

Unless otherwise agreed upon in a separate written agreement:

• Client Ownership: Upon full payment, the client shall own all custom code, designs, and deliverables created specifically for the client's project.
• Pre-Existing IP: Blackhawk Apps retains ownership of all pre-existing intellectual property, tools, frameworks, libraries, and methodologies used in the delivery of services.
• License: Where our pre-existing IP is incorporated into a deliverable, we grant the client a non-exclusive, perpetual, royalty-free license to use such IP solely in connection with the delivered project.
• Portfolio Rights: We reserve the right to reference the general nature of the work performed (without disclosing confidential information) in our portfolio and marketing materials, unless the client objects in writing.

7. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the engagement. Confidential information includes, but is not limited to, business plans, technical specifications, source code, customer data, financial information, and trade secrets. This obligation of confidentiality shall survive the termination of any service agreement for a period of three (3) years.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• Blackhawk Apps' total liability arising out of or related to these Terms or any service agreement shall not exceed the total fees actually paid by the client to Blackhawk Apps during the calendar month in which the claim arose.
• In no event shall Blackhawk Apps be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, regardless of the cause of action or the theory of liability.
• Blackhawk Apps shall not be liable for any errors, omissions, inaccuracies, or defects in any deliverables or services, including but not limited to software bugs, coding errors, architectural decisions, or documentation inaccuracies. The client is solely responsible for reviewing, testing, and validating all deliverables before deployment to production environments.
• While Blackhawk Apps makes every reasonable effort to ensure the security of software, systems, and infrastructure we develop, configure, or maintain, we cannot guarantee that any system will be completely free from vulnerabilities or immune to security breaches. The client acknowledges that no software or system can be guaranteed to be 100% secure. Blackhawk Apps shall not be liable for any security breaches, data loss, unauthorized access, or other security incidents, and the client assumes all risk associated with the deployment and operation of deliverables.
• Blackhawk Apps shall not be liable for any delays or failures in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, labor disputes, or internet service disruptions.

9. Warranty Disclaimer

Our services are provided "as is" and "as available." While we strive to deliver high-quality work and will make commercially reasonable efforts to correct defects identified within 30 days of delivery, we make no warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or security. We do not warrant that our services or deliverables will be uninterrupted, error-free, free of vulnerabilities, or completely secure.

10. Indemnification

You agree to indemnify, defend, and hold harmless Blackhawk Apps and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your breach of these Terms or any service agreement.
• Your use of our services or deliverables.
• Any materials, content, or data you provide to us that infringe upon the rights of a third party.
• Your violation of any applicable law or regulation.

11. Governing Law

These Terms and any disputes arising out of or related to these Terms or our services shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in San Francisco County, California, and the parties hereby consent to the personal jurisdiction and venue of such courts.

12. Dispute Resolution

In the event of any dispute arising out of or relating to these Terms or our services, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may initiate mediation administered by a mutually agreed-upon mediator in San Francisco, California. If mediation is unsuccessful, either party may pursue resolution through binding arbitration or litigation in accordance with Section 11.

13. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

14. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Effective Date" at the top of this page and, where applicable, notify affected clients via email. Your continued use of our website or services after such changes constitutes your acceptance of the updated Terms. We encourage you to review these Terms periodically.

15. Contact Us

If you have any questions about these Terms of Service, please contact us at:

Blackhawk Apps
San Francisco, California
general@blackhawkapps.com