Terms of Service

1. Introduction & acceptance of terms

Welcome to the Terms of Service (“Terms”) of TECH-1 TECHNOLOGIES, INC. (“Company,” “we,” “us,” “our”), a Florida corporation with principal address at 7203 W. Oakland Park Blvd, Suite B, Ft. Lauderdale, FL 33313 (Florida Document No. P98000028072). TECH-1 TECHNOLOGIES was founded in 2013 by Hiroshi Tanaka to deliver custom mobile application development for iOS and Android.

These Terms form a binding agreement between you (“Client,” “you,” “your”) and TECH-1 TECHNOLOGIES, INC. governing our services, deliverables, and related offerings. By engaging our services, submitting an inquiry, signing a proposal, making a payment, or otherwise dealing with us in a business capacity, you agree to these Terms.

If you accept on behalf of an organization, you represent that you have authority to bind that entity. If you do not agree, do not use our services. We may update these Terms; material changes will be reflected in the “Last updated” date. Continued use after changes constitutes acceptance.

2. Definitions

• “Services” — Custom mobile development: iOS/Android, cross-platform, UI/UX, backend/APIs, QA, store submission, maintenance, and consulting provided by the Company.
• “Client” — Any person or entity that engages the Company for Services.
• “Deliverables” — Work product we produce (code, designs, docs, assets, etc.).
• “Project Agreement” — A written SOW, proposal, or similar describing scope, schedule, and fees for a project, together with these Terms.
• “Intellectual Property” — Patents, copyrights, trademarks, trade secrets, and related rights.
• “Confidential Information” — Non-public information disclosed by either party that is designated confidential or should reasonably be understood as confidential.
• “Third-Party Materials” — Libraries, SDKs, fonts, APIs, or other materials owned by third parties.
• “Effective Date” — Date both parties execute a Project Agreement or the date of your first payment, whichever is earlier.

3. Description of services

We design, develop, test, and deploy custom mobile applications. Offerings may include native iOS (Swift / Objective-C), native Android (Kotlin / Java), cross-platform (e.g. React Native, Flutter), UI/UX, backend & APIs, QA, App Store / Play submission, and post-launch support. Specific Services are defined only in a signed Project Agreement. We may modify general service offerings prospectively; active projects are protected unless both parties agree otherwise.

4. Project agreements & proposals

Before work begins, we typically provide a Project Agreement listing scope, milestones, fees, and schedule. The Project Agreement plus these Terms is the full contract for that engagement. If there is a conflict, the Project Agreement controls for that project unless it says otherwise. Informal estimates are not binding until executed in writing (including valid e-signatures or written acceptance with payment, if applicable).

5. Scope of work & change orders

Scope is defined only by the Project Agreement. Change requests must be written. We respond with impact on time, cost, and Deliverables (target: five (5) business days). No change is effective until both parties sign a Change Order. We may decline changes that would compromise quality, security, or fall outside our expertise.

6. Payment terms & billing

Fees are in USD unless stated otherwise. Taxes are your responsibility unless law requires otherwise. Unless the Project Agreement states differently, a common structure is: 30% deposit on execution, milestone payments, and balance before final source transfer / production deploy as stated in writing. Invoices are due within fifteen (15) days unless otherwise agreed.

Late payments

We may charge 1.5% per month interest (or the maximum allowed by law) on past-due amounts, suspend work, and withhold Deliverables until paid. You agree to reimburse reasonable collection costs where permitted.

Refunds

See our Refund Policy. Deposits may be non-refundable once work has begun, as described there.

7. Intellectual property ownership

Your materials remain yours; you grant us a limited license to use them to perform the Services.

Custom work — Subject to full payment, we assign to you rights in custom Deliverables we create for your project, excluding our pre-existing tools and Third-Party Materials. Until full payment: Deliverables remain our property.

Our tools & know-how — We retain ownership of pre-existing tools, methods, and general skills. We grant you a perpetual, non-exclusive license to embedded Company tools only as needed to use the Deliverables.

Third-Party Materials — Remain under their licenses; we will identify material third-party components where practicable.

8. Confidentiality

Each party will protect the other’s Confidential Information with reasonable care. Exceptions: public domain, independently developed, received lawfully from a third party, or required by law (with notice when permitted). Confidentiality survives three (3) years after termination (trade secrets: as long as they remain trade secrets).

9. Client responsibilities

You will provide a decision-maker, timely content/credentials, feedback within agreed windows (often five (5) business days unless specified), and timely payment. Client-caused delays may extend timelines and affect fees as stated in the Project Agreement.

10. Warranties & representations

We warrant we have authority to perform the Services and will perform them in a professional manner consistent with industry standards. For thirty (30) days after final acceptance, we will fix reproducible defects that materially fail the written specifications. Exclusions include misuse, unauthorized changes, third-party services outside our control, and platform changes after delivery.

Disclaimer. Except as stated above, Services and Deliverables are provided “AS IS” without implied warranties to the maximum extent permitted by law.

11. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, consequential, special, punitive, or exemplary damages, or lost profits/data, arising from these Terms or the Services. Our aggregate liability arising out of a Project Agreement is limited to fees paid by you in the twelve (12) months before the claim. Some jurisdictions do not allow certain limitations; in those cases our liability is limited to the maximum allowed.

Nothing limits liability for death/personal injury caused by negligence, fraud, or anything that cannot be limited under applicable law.

12. Indemnification

You will defend and indemnify us against claims arising from your materials, your use of Deliverables beyond the Agreement, or your violation of law. We will defend and indemnify you against third-party claims that custom work (excluding your materials and third-party items) infringes intellectual property rights, subject to prompt notice and cooperation, and subject to common exceptions for modifications and combinations you cause.

13. Termination & suspension

Either party may terminate a Project Agreement for convenience with thirty (30) days’ written notice unless the Project Agreement states otherwise. You pay for work performed, documented expenses, and any non-cancellable commitments. Either party may terminate for material breach uncured after fifteen (15) days’ notice. We may suspend work for overdue payments or prolonged Client unavailability as described in the Project Agreement.

14. Force majeure

Neither party is liable for delays due to events beyond reasonable control (natural disasters, war, strikes, government orders, major outages, etc.). The affected party will notify the other and use reasonable efforts to resume. If delay exceeds sixty (60) consecutive days, either party may terminate the affected agreement; you pay for accepted work through the termination date.

15. Governing law & jurisdiction

These Terms and any dispute are governed by the laws of the State of Florida, without regard to conflict-of-law rules that would apply another jurisdiction’s laws. The UN Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 16, exclusive venue for court proceedings shall be in Broward County, Florida, unless mandatory law requires otherwise. Either party may seek injunctive relief in any court of competent jurisdiction to protect IP or Confidential Information.

16. Dispute resolution

Informal negotiation. The parties will attempt good-faith negotiation for thirty (30) days.

Mediation. If unresolved, either party may request mediation with JAMS or a jointly selected mediator in Broward County, Florida, costs shared equally.

Arbitration. If mediation fails, disputes shall be resolved by binding arbitration administered by JAMS under its Comprehensive Rules, with a single arbitrator, seated in Broward County, Florida. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys’ fees unless the arbitrator awards fees for a frivolous claim or defense.

17. Amendments & modifications

We may post updated Terms online. For active clients, material changes may be emailed where feasible. Project-specific changes require written amendment signed by both parties.

18. Severability

If any provision is invalid, the remainder remains enforceable and will be interpreted to achieve the original intent as far as possible.

19. Entire agreement & waiver

These Terms and your Project Agreement(s) constitute the entire agreement on their subject matter. Waivers must be in writing. Headings are for convenience only.

20. Contact information

TECH-1 TECHNOLOGIES, INC.
7203 W. Oakland Park Blvd, Suite B
Ft. Lauderdale, FL 33313
Phone: (650) 165-7530
Email: [email protected]
Florida document no.: P98000028072

For legal notices, send certified mail or nationally recognized courier to the address above, Attention: Legal. Email notices are effective when receipt is confirmed.