Service Contract Terms

These Service Contract Terms (these "Terms") govern each engagement for software development services formed between a client ("Client") and a development professional or firm ("Developer") through the Future.dev platform operated by VPV Group, LLC, doing business as Future.dev ("Future.dev"). These Terms, together with the applicable Order Form, constitute the "Service Contract" between Client and Developer for that engagement. Future.dev is not a party to any Service Contract; Future.dev facilitates payment and provides Platform tooling per the Client Platform Terms, Developer Platform Terms, and Payment Terms. These Terms are provided as a standard form for the parties' convenience; they are not legal advice, Future.dev is not a law firm, Future.dev assumes no responsibility for their suitability to any particular engagement, and each party should consult its own counsel.

Formation — two paths. A Service Contract forms between Client and Developer by either: (a) Signed Order Form — the parties' execution of a Future.dev Services Order Form; or (b) Platform Acceptance — a party's submission through the Platform of an engagement offer stating the essential commercial terms (the parties, rate, billing cadence, Initial Term, plan count, start date, and Plan scope), and the other party's acceptance of that offer through the Platform (an "Accepted Offer"). A Service Contract on Platform Acceptance forms at the moment of acceptance. Every reference in these Terms, the Platform Terms, and the Payment Terms to an "Order Form" includes an Accepted Offer, and the commercial terms stated in the Accepted Offer have the same force, and the same order of precedence, as if stated on a signed Order Form. The parties intend their Platform acceptances, clicks, and submissions to constitute electronic records and signatures under the U.S. E-SIGN Act and applicable UETA enactments, sufficient to satisfy any statute of frauds, including for engagements exceeding one year. The Platform's records of the offer, the acceptance, the acknowledgments, and their timestamps are presumptive evidence of formation and content. Platform Acceptance requires the accepting Client to affirmatively acknowledge, as part of the acceptance flow, the same three disclosures initialed on the signed Order Form (claims channeling; auto-renewal and notice; compliance-framework exclusion), and no engagement forms without them.

1. Services; the Plan

1.1 Developer will perform the software design, development, engineering, testing, and related services described in the Order Form and its Plan — the attached Plan exhibit if any, or otherwise the engagement scope recorded on the Platform (the "Services"), at the monthly delivery capacity purchased. Each plan provides twenty-five (25) story points of delivery capacity per month; the engagement's total monthly capacity is 25 story points multiplied by the Number of Plans stated in the Order Form.

1.2 Capacity, not fixed scope. Unless the Order Form expressly states a fixed-scope deliverable, the engagement purchases delivery capacity. Story-point estimates are good-faith estimates, refined collaboratively; Client prioritizes the backlog; Developer delivers against the purchased capacity in a professional and workmanlike manner.

1.3 Client responsibilities. Client will provide timely information, feedback, decisions, access, and materials; designate a primary contact; and hold all rights and licenses to materials Client supplies, granting Developer the right to use them solely to perform the Services. Third-party cloud infrastructure accounts on which Work Product is deployed or hosted (for example, Vercel, Supabase, GitHub, Mux, Resend, Twilio, or similar) are owned by Client; Client is responsible for procuring those accounts and paying those providers directly, and neither Developer nor Future.dev is responsible for those providers' fees, performance, security, or availability.

1.4 Replacement. If Developer personnel do not meet Client's reasonable skill or performance requirements, Client may request replacement in writing; Developer (with Future.dev's facilitation) will use commercially reasonable efforts to substitute qualified personnel within ten (10) business days.

2. Term; Renewal; Termination

2.1 The engagement begins on the Start Date and runs for the Initial Term stated in the Order Form (minimum three months). The Initial Term is non-cancelable, and all fees for it are due in full regardless of usage or early termination, except as provided in Sections 2.3–2.4.

2.2 Auto-renewal. After the Initial Term, the engagement automatically renews for successive renewal terms, each equal in length to the Initial Term, at the then-current rate, unless either party gives at least thirty (30) days' written notice of non-renewal before the first day of the next renewal term, through the Platform's engagement-cancellation function ("Manage Billing"). Using the function constitutes effective written notice to the other party on the date submitted, recorded and confirmed by the Platform to both parties. If the function is unavailable, notice may be given by email to hi@future.dev for prompt relay to the other party, effective when received by Future.dev. The Platform will send both parties a renewal reminder before each non-renewal notice deadline. Developer may adjust the rate for a renewal term by written notice through the Platform given at least thirty (30) days before that renewal term begins; absent such notice, the renewal is at the same rate. If a rate-adjustment notice is given fewer than sixty (60) days before the renewal term begins, Client may decline that renewal by notice given at any time before the renewal term begins, notwithstanding the standard thirty (30)-day non-renewal deadline. A price increase applies only to renewal terms beginning after the notice — never to the then-current term. A renewal term, once begun, is non-cancelable for that term.

2.3 Termination for cause. Either party may terminate the Service Contract if the other materially breaches and fails to cure within ten (10) business days of written notice given through the Platform (or, if unavailable, via hi@future.dev for relay). Either party may also terminate on written notice if the other becomes insolvent, makes an assignment for the benefit of creditors, is the subject of a voluntary or involuntary bankruptcy proceeding (unless an involuntary proceeding is dismissed within sixty (60) days), or has a receiver or trustee appointed for substantially all of its assets. On Client's termination for Developer's uncured material breach, Client's payment obligation ends as of the termination effective date, and the refund matrix in the Payment Terms governs amounts for undelivered capacity in the current period.

2.4 Effect of termination. On any termination or expiration: all accrued amounts are immediately due; if the Service Contract is terminated before the end of the then-current term for any reason other than Developer's uncured material breach (including Client non-payment or other default), the remainder of the amounts due for the then-current term becomes immediately due and payable; Developer will deliver all work product for periods Client has paid for; Sections 3–8 survive. Negotiated exits may be documented on the Future.dev Termination & Release Agreement template.

3. Fees; Payment

Client will pay the fees in the Order Form on the stated cadence, through the Platform, per the Payment Terms. Late amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is less. Developer may suspend Services during payment failure lasting more than five (5) business days. Fees are exclusive of taxes; Client is responsible for sales, use, and similar taxes, and Developer for its own income and employment taxes.

4. Intellectual Property

4.1 Assignment on payment. Developer hereby assigns, and agrees to assign, to Client all right, title, and interest — including all patent, copyright, trade-secret, trademark, and other intellectual-property rights — in and to the deliverables and work product created for Client under the Service Contract ("Work Product"), effective upon Client's full payment for the billing period or milestone in which the Work Product was created. Developer waives moral rights to the extent permitted by law and will execute documents reasonably necessary to evidence and perfect the assignment, at Client's request and expense.

4.2 Background IP. Developer retains its pre-existing and independently developed tools, libraries, frameworks, methodologies, and generalized know-how ("Background IP"). To the extent Background IP is incorporated into or reasonably necessary to use Work Product, Developer grants Client a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and exploit the Background IP as part of or in connection with the Work Product.

4.3 Open source. Developer will not incorporate software subject to copyleft or reciprocal-license obligations into Work Product without Client's prior written approval, and will provide Client a list of open-source components and their licenses on request.

4.4 Client materials and data. Client owns its materials and all data derived from the Services. Client grants Developer a limited license to use them solely to perform the Services.

5. Warranties; Disclaimers

5.1 Developer represents and warrants that: (a) it will perform the Services in a professional and workmanlike manner consistent with industry standards; (b) it has full power and authority to enter the Service Contract and grant the rights herein; (c) it has granted no conflicting rights; (d) to its knowledge, Work Product as delivered (excluding Client materials and third-party components) will not infringe third-party IP rights; and (e) it will not knowingly introduce malicious code.

5.2 Client represents and warrants it has all rights in materials it supplies and that its use of the Work Product will comply with law.

5.3 EXCEPT AS STATED IN THIS SECTION 5, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DEVELOPER DOES NOT WARRANT BUSINESS RESULTS, LAUNCH DATES, APP-STORE APPROVAL, OR ERROR-FREE OPERATION. WORK PRODUCT DEPLOYED ON CLIENT-OWNED OR THIRD-PARTY INFRASTRUCTURE (E.G., VERCEL, SUPABASE, GITHUB) IS SUBJECT TO THAT INFRASTRUCTURE'S PERFORMANCE, SECURITY, AND AVAILABILITY, FOR WHICH NEITHER DEVELOPER NOR Future.dev IS RESPONSIBLE. AS BETWEEN CLIENT AND Future.dev, ALL CLAIMS RELATING TO THE SERVICES OR WORK PRODUCT LIE ONLY AGAINST DEVELOPER.

5.4 Compliance frameworks excluded by default. UNLESS A COMPLIANCE ADDENDUM (A SIGNED STATEMENT OF WORK OR ADDENDUM TO THE ORDER FORM, EXECUTED BY CLIENT AND DEVELOPER, THAT EXPRESSLY IDENTIFIES THE FRAMEWORK IN SCOPE) STATES OTHERWISE, THE SERVICES AND WORK PRODUCT ARE NOT DESIGNED, REPRESENTED, OR WARRANTED TO SATISFY, BE CERTIFIED OR CERTIFIABLE UNDER, OR SUPPORT CERTIFICATION UNDER ANY REGULATORY, SECURITY, OR PRIVACY FRAMEWORK OR STANDARD, INCLUDING WITHOUT LIMITATION SOC 1 / SOC 2, ISO 27001 / 27701, HIPAA / HITECH, NIST CSF / NIST SP 800-53 / 800-171, PCI DSS, GDPR / UK GDPR, CCPA/CPRA, GLBA, FERPA, FedRAMP, CMMC, OR SOX. NEITHER DEVELOPER NOR FUTURE.DEV REPRESENTS THAT WORK PRODUCT, THE PLATFORM, OR ANY THIRD-PARTY INFRASTRUCTURE IS COMPLIANT WITH ANY SUCH FRAMEWORK, AND ACHIEVING OR MAINTAINING ANY CERTIFICATION, ATTESTATION, OR AUDIT OUTCOME IS SOLELY CLIENT'S RESPONSIBILITY EVEN WHERE A COMPLIANCE ADDENDUM IS IN PLACE.

5.5 Regulated data; HIPAA. Client will not submit, store, process, transmit, or make accessible through the engagement any protected health information ("PHI"), cardholder data, or other data regulated under a framework listed in Section 5.4 unless a Compliance Addendum expressly covers that data. HIPAA engagements additionally require, before any PHI is created, received, maintained, or transmitted: (a) an executed Business Associate Agreement between Client and Developer; and (b) executed Business Associate Agreements (or equivalent HIPAA-compliant arrangements) between Client and every underlying infrastructure or service provider that will create, receive, maintain, or transmit PHI in connection with the Work Product (for example, Vercel, Supabase, HubSpot, or similar providers), each identified and confirmed in the Compliance Addendum. Absent the foregoing: Developer is not Client's business associate and has not agreed to act as one; no party is authorized to handle PHI in the engagement; and Developer may refuse, pause, or require removal of regulated data without breaching the Service Contract or forfeiting fees for reserved capacity. Client's introduction of regulated data without the required Compliance Addendum and agreements is at Client's sole risk and is a material breach, and Client will defend, indemnify, and hold harmless Developer and Future.dev from resulting claims, regulatory penalties, notification costs, and losses. This Section 5.5 indemnity is not subject to the Section 8 cap.

6. Confidentiality

Each party will hold the other's non-public business, technical, and financial information in confidence, use it only for the engagement, and disclose it only to representatives with a need to know who are bound by comparable duties; each party is responsible for its representatives. Exclusions: information that is or becomes public without fault; was known without restriction; was rightfully received from a third party; or was independently developed, as established by clear and convincing evidence. Compelled disclosures require prompt notice and cooperation. On request or termination, each party will return or certify destruction of the other's confidential materials (Developer may retain Work Product for unpaid periods until paid). Developer will comply with the Customer Data restrictions in the Developer Platform Terms, including the US-only access, storage, and transfer restriction.

7. Indemnification

7.1 Developer will defend, indemnify, and hold harmless Client from third-party claims and resulting losses (including reasonable attorneys' fees) arising from (a) Work Product's infringement of third-party IP rights (excluding Client materials, Client-directed designs, and unmodified third-party components approved by Client) or (b) Developer's gross negligence or willful misconduct.

7.2 Client will defend, indemnify, and hold harmless Developer from third-party claims and resulting losses arising from (a) Client materials, (b) Client's use or exploitation of Work Product other than as warranted, or (c) Client's violation of law.

8. Limitation of Liability

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA. EACH PARTY'S AGGREGATE LIABILITY UNDER A SERVICE CONTRACT WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THAT SERVICE CONTRACT IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY — EXCEPT THAT THIS CAP DOES NOT APPLY TO (a) CLIENT'S PAYMENT OBLIGATIONS, (b) INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, (c) BREACHES OF SECTION 6, OR (d) EITHER PARTY'S BREACH OF THE NON-CIRCUMVENTION OBLIGATIONS IN THE APPLICABLE PLATFORM TERMS, OR (e) CLIENT'S OBLIGATIONS UNDER SECTION 5.5 (REGULATED DATA).

9. Relationship; Non-Circumvention

Developer is an independent contractor of Client. Neither party may bind the other. Both parties acknowledge the non-circumvention obligations and Conversion Fee mechanics in the Client Platform Terms and Developer Platform Terms, which are incorporated by reference and survive termination of the Service Contract.

10. Dispute Resolution; Governing Law

Delaware law governs, without regard to conflicts of law. Except for small-claims matters and applications for injunctive or equitable relief (which may be brought in the state or federal courts in or nearest to Nashville, Tennessee), disputes between Client and Developer arising out of the Service Contract will be resolved by binding arbitration before a single AAA arbitrator under the AAA Commercial Arbitration Rules, seated in Nashville, Tennessee, individually and not on a class basis. Before initiating arbitration, the parties will first use the Platform's dispute process described in the Payment Terms (written notice, ten business days of good-faith exchange, and Future.dev's non-binding facilitation) and will attempt good-faith resolution for at least thirty (30) days from the initial dispute notice. The prevailing party is entitled to reasonable attorneys' fees and costs. Future.dev may provide Platform records as evidence but has no obligation to adjudicate disputes.

11. General

Assignment only with the other party's written consent, except to a successor in a merger or asset sale that assumes the Service Contract in writing. All notices between Client and Developer under the Service Contract are given through the Platform's messaging and engagement-management functions and are effective on the date submitted, as recorded by the Platform; if the Platform is unavailable, notice may be given by email to hi@future.dev for prompt relay to the other party, effective when received by Future.dev. The Platform's records of notices are presumptive evidence of the fact and time of notice, and Future.dev's transmission of notices does not make it a party to the Service Contract. Force majeure (neither party liable for delay from events beyond reasonable control, with prompt notice and proposed accommodations). Severability; no waiver; counterparts and e-signatures valid. The Order Form controls over these Terms as to commercial values; these Terms control otherwise. Entire agreement between Client and Developer for the engagement, together with the Order Form; conflicting purchase-order terms are rejected.