Apeal — Terms of Service

Apeal — Terms of Service

Effective: August 25, 2025

Please read carefully. These Terms of Service (“Terms”) govern your access to and use of products and services offered by Apeal LLC (“Apeal,” “we,” “us,” or “our”). By using our website, contacting us, or entering a proposal, order form, or statement of work (“SOW”), you agree to these Terms.

Scope Accounts Projects & SOWs Fees & Payment Client Responsibilities Intellectual Property Third-Party Tools Confidentiality Publicity Warranties & Disclaimers Limitation of Liability Indemnification Term & Termination Governing Law & Dispute Resolution Changes Contact

1) Scope

Apeal provides software design and development services, including but not limited to: web/mobile apps, internal tools, integrations, automations, AI-assisted workflows, UX/UI, and related consulting.

Specific deliverables, milestones, and pricing will be defined in a mutually executed Proposal, Order Form, or SOW. If there is a conflict, the order of precedence is: (1) SOW/Order Form/Proposal, (2) these Terms.

2) Accounts & Eligibility

You must be at least 18 and have authority to bind the organization you represent. You are responsible for safeguarding credentials and for any activity under your accounts or environments.

3) Projects, Change Management & Delivery

  • Planning. Discovery clarifies objectives, scope, and success metrics. We may propose a phased plan.
  • Changes. Material changes to scope/schedule are handled via a written change request and may affect fees and timelines.
  • Access. Client provides timely access to stakeholders, content, data, and systems required to deliver.
  • Acceptance. Deliverables are deemed accepted upon the earlier of (a) written acceptance, or (b) 10 days after delivery without a written, reasonable rejection describing nonconformity with the SOW.

4) Fees, Invoices & Taxes

  • Fees. As stated in the SOW (fixed, time & materials, or hybrid). Out-of-pocket expenses are billable with prior approval.
  • Invoicing. Unless specified otherwise, invoices are due Net 15. Late amounts may accrue 1.5% monthly (or the maximum permitted by law), plus collection costs.
  • Taxes. Fees exclude taxes. Client is responsible for applicable taxes, excluding Apeal’s income taxes.

5) Client Responsibilities

  • Provide accurate information, content, and timely feedback.
  • Ensure you have rights to all materials you supply.
  • Own configuration of your own accounts (e.g., payment processors, CRMs) unless the SOW states otherwise.
  • Comply with applicable laws in your use of deliverables.

6) Intellectual Property

Client Materials. You retain all rights to content, trademarks, and data you provide, and grant Apeal a limited license to use them solely to deliver the services.

Deliverables. Upon full payment, and except for Apeal Tools (below), Apeal assigns to Client all right, title, and interest in the work product created specifically for Client under the SOW.

Apeal Tools. Apeal retains ownership of pre-existing or generic frameworks, libraries, templates, and know-how (“Apeal Tools”). We grant Client a non-exclusive, perpetual, worldwide, royalty-free license to use Apeal Tools as embedded in the deliverables solely for Client’s internal and commercial use of the deliverables.

7) Third-Party Platforms & Services

Deliverables may integrate third-party tools (e.g., Bubble, Supabase, Xano, Webflow, Framer, n8n, Flowise, Stripe). Those services are provided under their own terms and privacy policies. Client is responsible for third-party fees and compliance with those terms.

8) Confidentiality

“Confidential Information” means non-public information disclosed by either party that is identified as confidential or would reasonably be considered confidential. The receiving party will use the same degree of care it uses to protect its own similar information (and no less than reasonable care), and may disclose only to personnel with a need to know who are bound by confidentiality obligations.

Exclusions: information that is public, known prior without duty, independently developed, or rightfully received from a third party.

9) Publicity

Unless prohibited in the SOW, Apeal may reference Client name and logo, and high-level project descriptions, in portfolios and marketing. Any confidential details require prior approval.

10) Warranties & Disclaimers

Each party represents it has the authority to enter these Terms. Apeal will perform services in a professional and workmanlike manner consistent with industry standards.

EXCEPT AS EXPRESSLY STATED, APEAL PROVIDES SERVICES “AS IS” AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE. EXCEPT FOR CONFIDENTIALITY BREACHES OR INDEMNITY OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO APEAL UNDER THE APPLICABLE SOW DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

12) Indemnification

Each party will defend and indemnify the other against third-party claims arising from (a) breach of these Terms, (b) violation of law, or (c) materials supplied by the indemnifying party infringing third-party IP, subject to prompt notice and reasonable cooperation.

13) Term & Termination

These Terms apply to all SOWs between the parties. Either party may terminate an SOW for material breach not cured within 10 days after written notice. Upon termination, Client pays for work performed and approved expenses through the effective termination date.

14) Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of [Governing State], U.S., without regard to conflict-of-law principles.

Optional arbitration clause: Any dispute will be resolved by binding arbitration in [City, State] under the rules of the American Arbitration Association. Either party may seek injunctive relief in a court of competent jurisdiction.

Venue and jurisdiction for any permitted court action will lie in the state or federal courts located in [County, State].

15) Changes to Terms

We may update these Terms from time to time. The “Effective” date above reflects the latest version. Material changes will be posted on this page and, where appropriate, notified by email.

16) Contact

Apeal LLC (USA) — hello@apeal.co