The contract you sign, published in full.

1. Parties

This Engagement Agreement (the "Agreement") is entered into as of the date last signed below (the "Effective Date") by and between:

Service Provider ("ShipAtelier"): completed at signature
Mailing Address: completed at signature
Email: completed at signature

Client ("Client"): completed at signature
Business Name: completed at signature
Mailing Address: completed at signature
Authorized Signer Name and Title: completed at signature
Email: completed at signature

2. Definitions

"Tool" means the custom software product ShipAtelier develops for Client pursuant to the Scope. The Tool may include any related scripts, integrations, configurations, and documentation.

"Scope" means the written description of the Tool to be built, attached as Exhibit A or referenced separately, defining features, integrations, and acceptance criteria.

"Discovery" means the initial information-gathering sessions in which ShipAtelier interviews Client and Client's team to understand the workflow the Tool is intended to support.

"Demonstration" means the live presentation by ShipAtelier of the completed Tool to Client.

"Delivery" means the formal transfer of the Tool, including any access credentials, source code license, and documentation, from ShipAtelier to Client.

"Subscription" means the ongoing monthly service described in Section 5(b), beginning on the Delivery Date.

3. Engagement phases

3.1 Discovery

ShipAtelier will conduct one or more Discovery sessions with Client at no charge. Discovery is conducted by video call or in person, and may be recorded for ShipAtelier's internal reference. Either party may terminate the engagement at the conclusion of Discovery without obligation.

3.2 Scope and quote

Following Discovery, ShipAtelier will prepare a written Scope and a corresponding fixed Build Fee. Client acknowledges that work on the Tool will not commence until both parties have executed this Agreement and accepted the Scope in writing (email confirmation is sufficient).

3.3 Build

Upon execution of this Agreement and acceptance of the Scope, ShipAtelier will design and build the Tool to the specifications described in the Scope. During this phase ShipAtelier bears the cost of development and Client owes no payment. ShipAtelier retains all right, title, and interest in the Tool during the Build phase.

3.4 Live demonstration

When ShipAtelier believes the Tool meets the Scope, ShipAtelier will schedule a Demonstration with Client. The Demonstration will show the Tool operating against representative real-world inputs from Client's business. Client may attend with any team members Client chooses. The Demonstration is delivered by screen share or in-person presentation and does not include any transfer of source code, files, credentials, or access to Client.

The Demonstration runs on a private cloud demonstration environment hosted by ShipAtelier. Client provides only the sample orders, configurations, or representative data Client elects to share for the purpose of the Demonstration. No Client production data flows through ShipAtelier-controlled systems during the Demonstration. Any Client-provided sample data is handled under the confidentiality terms of Section 9 and is destroyed within thirty (30) days following Delivery or Decline, whichever occurs.

3.5 Acceptance

Within five (5) business days of the Demonstration, Client will provide written notice (email is sufficient) of either (a) Acceptance, indicating Client wishes to take possession of the Tool, or (b) Decline, indicating Client does not wish to proceed. If Client provides no notice within five (5) business days, the engagement is deemed Declined and may be re-opened only by mutual written agreement.

3.6 Payment of build fee

If Client provides notice of Acceptance, the full Build Fee specified in Section 5(a) becomes due. Client will deliver payment in full by business check, made payable to the name and address shown in Section 1, within seven (7) business days of the Acceptance notice. No partial payments, retainers, or installment schedules apply; payment of the Build Fee is one hundred percent (100%) before Delivery.

3.7 Delivery

Upon receipt of the full Build Fee, and confirmation that the payment instrument has cleared, ShipAtelier will deliver the Tool to Client within five (5) business days. Delivery includes installation or deployment instructions, any necessary access credentials, and the license described in Section 7. The date of Delivery is the "Delivery Date" referenced elsewhere in this Agreement.

3.8 Subscription

On the Delivery Date, the Subscription begins. The first monthly Subscription Fee is due thirty (30) days after the Delivery Date and on the same day of each calendar month thereafter, until terminated under Section 8.

4. Decline or non-payment

If Client declines following the Demonstration, or fails to deliver payment in full within the period set forth in Section 3.6:

• No portion of the Build Fee is owed.
• ShipAtelier retains all right, title, and interest in the Tool, including source code, configurations, integrations, and documentation.
• Client receives no license to use, copy, or display the Tool, and shall not retain or use any materials shown during the Demonstration.
• ShipAtelier may at its sole discretion modify, sell, license, or reuse any or all elements of the Tool in subsequent engagements.
• Client acknowledges that all confidential business information Client shared during Discovery shall continue to be protected under Section 9 notwithstanding the decline or non-payment.

5. Fees

5.1 Build fee

Total Build Fee (USD): completed at signature

The Build Fee is fixed at execution of this Agreement and shall not vary based on time spent, the number of revisions during Build, or unforeseen complexity, except where the Scope is materially amended in writing by mutual agreement.

5.2 Subscription fee

The Subscription Fee is a fixed monthly amount, quoted in writing alongside the Build Fee and specified at signature.

The Subscription Fee covers: ongoing maintenance and bug fixes, updates required by changes to third-party APIs the Tool relies on, business-rule changes Client requests that fall within the original Scope, security updates, and email-based support during ShipAtelier's standard business hours.

New features or substantive expansion of the Scope are not included in the Subscription Fee. ShipAtelier and Client may agree to such additions in writing, at which time a supplemental fee, build fee, or subscription increase shall be quoted.

5.3 Method of payment

All payments under this Agreement shall be made by business check made payable to the name shown in Section 1 and mailed to the address shown in Section 1. Other methods of payment may be accepted upon mutual written agreement.

5.4 Late subscription payment

If a Subscription Fee remains unpaid more than fifteen (15) days past its due date, ShipAtelier may, at its sole discretion, suspend ongoing maintenance, support, and updates until the outstanding balance is paid. ShipAtelier shall not charge interest, late fees, or compounding penalties on overdue Subscription Fees.

6. Scope, acceptance criteria, and changes

The Tool shall be deemed to satisfy the Scope if it performs the functions enumerated in the Scope with no material defect, demonstrated during the Live Demonstration. If during the Demonstration Client identifies a material defect with respect to the Scope, ShipAtelier shall correct the defect at no additional charge prior to a new Demonstration; the acceptance window in Section 3.5 restarts at that new Demonstration.

Changes to the Scope after execution of this Agreement may be requested by either party in writing. Such changes, if accepted by both parties, may result in revised timelines, a revised Build Fee, or a revised Subscription Fee, documented as an amendment to this Agreement.

7. Intellectual property

Until the Build Fee is paid in full, ShipAtelier retains all right, title, and interest in the Tool, including all source code, configurations, integrations, documentation, and any derivative or supporting works.

Upon receipt of the Build Fee in full, ShipAtelier grants to Client a perpetual, worldwide, royalty-free, non-exclusive license to use, modify for internal business purposes, and host the Tool. Client may not sublicense, resell, or distribute the Tool to third parties.

ShipAtelier retains the right to reuse general-purpose code patterns, libraries, and components developed during the Build for other engagements, provided that no Client-specific business logic, configurations, or data is reused.

7.1 Source code possession

Delivery under Section 3.7 includes the complete, current source code of the Tool, transferred directly to Client. Client therefore holds the source code from the Delivery Date onward and is not dependent on ShipAtelier's continued operation to retain or use it.

ShipAtelier shall deliver the source code to a repository or storage location under Client's own control, so that Client's access to it does not depend on any ShipAtelier account, subscription, or system remaining active.

If ShipAtelier ceases operations or becomes unable to perform under this Agreement for a continuous period of sixty (60) days or more, Client's perpetual license under Section 7 and Client's existing copy of the source code both survive, and Client may engage any third party to maintain or modify the Tool. If Client requires a formal third-party escrow arrangement in addition to the direct transfer described above, the parties may document one by separate addendum at Client's cost.

8. Termination

8.1 Termination before demonstration

Either party may terminate this Agreement at any time prior to the Demonstration upon written notice. No fees are owed by either party upon such termination.

8.2 Decline after demonstration

Governed by Section 4.

8.3 Termination of subscription

Either party may terminate the Subscription upon thirty (30) days' prior written notice. Upon termination, Client retains the perpetual license to use the version of the Tool then in Client's possession but forfeits the right to further maintenance, updates, or support.

8.4 Termination for cause

Either party may terminate this Agreement immediately upon written notice in the event of the other party's material breach which is not cured within fifteen (15) days of written notice of the breach.

9. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence and to use such information solely for purposes of performing under this Agreement. Confidential Information includes business processes, customer lists, financial information, source code, pricing, technical materials, and any information marked as confidential or that would reasonably be considered confidential.

This obligation shall survive termination of this Agreement and remain in force for two (2) years following the later of the date of termination or the date the Confidential Information was disclosed.

10. Limited warranty

ShipAtelier warrants that the Tool, as delivered, will perform the functions described in the Scope without material defect for a period of thirty (30) days following the Delivery Date (the "Warranty Period"). During the Warranty Period, ShipAtelier will correct material defects at no additional charge.

10.1 Remedy if a defect is not corrected

If Client reports a material defect within the Warranty Period and ShipAtelier does not correct it within thirty (30) days of the report, Client may elect either (a) to grant ShipAtelier additional time to correct the defect at no additional charge, or (b) to terminate the Subscription immediately and receive a refund of all Subscription Fees paid to that date, by check to the address shown in Section 1.

Election of the remedy in clause (b) does not affect the license granted in Section 7, Client's possession of the source code, or Client's right to continue using the Tool. The Build Fee is not refundable under this Section, Client having accepted the Tool at the Demonstration under Section 3.5 and taken Delivery of it under Section 3.7. This Section states Client's exclusive remedy for a defect not corrected within the Warranty Period.

EXCEPT AS EXPRESSLY STATED HEREIN, THE TOOL IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL BUILD FEE ACTUALLY PAID UNDER THIS AGREEMENT.

12. Governing law and disputes

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or related to this Agreement shall be resolved in the state or federal courts located in Orange County, California, and the parties consent to the personal jurisdiction of such courts.

13. Miscellaneous

13.1 Independent contractor

ShipAtelier is performing services hereunder as an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship between the parties.

13.2 Entire agreement

This Agreement, together with the Scope and any exhibits or amendments executed by both parties, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, written or oral.

13.3 Amendments

Any amendment to this Agreement must be in writing and signed by both parties.

13.4 Severability

If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.

13.5 Notices

All notices required under this Agreement shall be delivered in writing to the email or postal address shown in Section 1, and shall be deemed received upon delivery (for email) or three (3) business days after mailing (for postal mail).

14. Signatures

The parties execute this Agreement as of the date last signed at time of signature.