Effective Date: February 27, 2024
These Terms of Service (“Terms”) apply to your use of the Ionian Digital LLC (“Ionian”, “we”, or “us”) website and the services we offer, including app development (the “Services”).
1. Your Apps
You own the apps you develop using our services, subject to these Terms.
2. Ownership of Inventions
a. All rights to inventions conceived, discovered, authored, invented, developed, or reduced to practice by Ionian during the course of providing Services to you belong to Ionian. This includes any copyrightable software, code, material, notes, designs, and other intellectual property (“Inventions”). We will promptly disclose any Invention to you and assign all ownership rights to you. We will also assist you in perfecting these rights.
b. Ionian reserves the right to use any general knowledge it gains from working on your project without liability to you.
c. If Ionian incorporates pre-existing materials it owns (“Prior Inventions”) into your project, you are granted a non-exclusive license to use those Prior Inventions solely as part of your app.
d. Any open-source components we use in your project (“Reusable Modules”) are licensed to you under the terms of the applicable open-source licenses. We may develop new Reusable Modules based on your requests, but we will not incorporate your app content into a Reusable Module without your permission.
3. Our Relationship
Ionian and you are independent contractors. We understand that a successful working relationship requires mutual respect, courtesy, and professional conduct. You acknowledge the importance of timely communication and agree to respond to our questions and requests promptly. You also understand that we have other clients and require reasonable notice to attend to your requests. Finally, you agree to provide detailed specifications for your project to ensure we meet your expectations.
4. Term and Termination
a. These Terms begin on the date you accept them and continue until all subscriptions expire or are terminated, unless otherwise stated in an Order Form (the “Term”). Subscriptions automatically renew for additional periods equal to the expiring term unless either party gives written notice of non-renewal at least 30 days before the end of the term. You can cancel your subscription through the Ionian web product.
b. Payment obligations are non-cancelable and non-refundable. We acknowledge the time and resources invested in each project. If you request to terminate the project after we begin work, you agree to pay 50% of the remaining balance.
c. If you fail to make a payment, we reserve the right to suspend work on your project and refuse to complete or deliver it until the outstanding balance is paid. You are also responsible for any fees incurred by Ionian in collecting the delinquent amount.
d. Upon termination, your right to use the platform will cease, and any outstanding fees will become due immediately. Sections 3, 4, 7, 8, 10-14, 15, and 16-23 will survive the termination. We may also delete any app content you store on our platform.
5. Scope of Services
We will provide the Services outlined in your Order Form. The specific services and fees will be listed on the Order Form.
6. Changes to Services
Any changes to the Services, including scope, fees, or expenses, must be agreed to in writing by both parties through a signed agreement or on the platform (a “Change Order”). A valid Change Order will modify the Order Form and become binding on both parties.
7. Acceptance Criteria
Upon completion of each project milestone, we will submit the work to you for review and testing. You have two business days to report any defects or problems. If we don’t receive a report within two days, the project milestone will be considered accepted.
8. Service Providers
If you are unhappy with a specific Ionian service provider, you can notify us with details about the issue. We will then make reasonable efforts to assign a different service provider to your project.
9. Timelines
We will make commercially reasonable efforts to meet the deadlines specified in your signed Statement of Work. However, additional estimations provided by service providers or Ionian may not be guaranteed. We recommend relying only on deadlines explicitly written in your Statement of Work.
10. Fees
The fees are agreed after we review the PRD and sign it together. You will provide valid payment information, and we are authorized to bill you automatically for subscriptions, hourly fees, milestone-based fees, or term contract payments. Subscriptions, term contracts, hourly fees, and milestone-based fees are non-refundable once work is completed or milestones are funded.
11. No Support or Maintenance
Unless you have a subscription that includes support.