These Terms of Service (“Terms”) are between D & A Technologies LLC, doing business as Rapptr Labs, a New Jersey limited liability company with offices at 200 W. 41st St., New York, New York 10036 (“Rapptr,” “we,” “us,” or “our”), and the business that accepts them (“Customer,” “you,” or “your”).

You accept these Terms when you do any of the following: (i) check the box agreeing to these Terms at checkout; (ii) sign an Order Form that references these Terms; or (iii) approve an Estimate. If you accept on behalf of a company, you confirm that you have authority to bind that company.

These Terms, together with any Order Form and every approved Estimate, make up the agreement between the parties (the “Agreement”). If an Order Form or approved Estimate conflicts with these Terms, the Order Form or Estimate controls for that work. Our Privacy Policy explains how we collect and use personal information in connection with the Services.

2.1 “Client Content” means any materials, data, documentation, information, or other intellectual property belonging to you.

2.2 “Estimate” means our written quote for a Request, stating the scope, deliverables, price or rates, and target delivery date. An Estimate is fixed-price unless it is a Time and Materials Estimate under Section 4.10.

2.3 “Fee” means any amount that you pay or owe us under the Agreement.

2.4 “Order Form” means an optional signed order that references these Terms, used for custom pricing or terms.

2.5 “Platform” means Rapptr’s online platform for submitting Requests, receiving Estimates, and tracking work.

2.6 “Project” means an Estimate that you have approved in writing.

2.7 “Request” means a description of work you submit to us.

2.8 “Services” means the Platform, design, software and application development, and any related implementation, training, support, or consulting services we provide to you.

2.9 “Subscription” means your paid, recurring access to the Platform.

2.10 “Work Product” means all deliverables created for you under a Project, including design files, documentation, source code, object code, graphics files, and data files.

2.11 “Written approval” includes approval by email, by clicking approve in the Platform, or by e-signature.

3.1 What the Subscription Includes. Your Subscription gives your team access to the Platform, lets you connect your tools (such as Figma, GitHub, and analytics) so our work starts from your brand and context, and includes unlimited Estimates. The Subscription does not include the work described in an Estimate. Project work is priced and billed separately under Section 4.

3.2 Price. The Subscription price is shown at checkout or in your Order Form. Unless stated otherwise, it is $99 per month.

3.3 Automatic Renewal. Your Subscription renews automatically each month, and we charge your payment method on file at the start of each billing period until you cancel. There is no minimum term and no 12-month commitment.

3.4 Cancellation. You may cancel at any time through your billing portal or by emailing billing@rapptrlabs.com. Cancellation takes effect at the end of the current billing period, and you keep access until then. Subscription fees are not prorated or refunded for partial months. Cancelling your Subscription does not cancel an active Project, which is handled under Section 4.7.

3.5 Price Changes. We may change the Subscription price by giving you at least thirty (30) days’ notice by email. The new price applies starting with your next billing period after the notice period ends, and you may cancel before then.

3.6 Platform Accounts. You are responsible for the people you give access to the Platform and for keeping your login credentials secure.

4.1 Requests and Estimates. You may submit Requests through the Platform or by email to projects@rapptrlabs.com. We aim to respond with a written Estimate within two (2) business days. We may use artificial intelligence tools to help prepare Estimates, and every Estimate is reviewed by our team before it is sent. We may decline any Request, including a Request that falls outside our services or that we cannot reasonably scope at a fixed price. Where we cannot scope a Request at a fixed price, we may instead offer a Time and Materials Estimate under Section 4.10 or a Discovery Project under Section 4.11.

4.2 Estimates Are Not Binding Until Approved. An Estimate is a quote, not an obligation for either party. You are never charged for an Estimate you do not approve. Estimates expire thirty (30) days after they are issued unless we extend them.

4.3 Fixed Price. Once you approve a fixed-price Estimate, it becomes a Project and its price does not change. We absorb any additional effort needed to deliver the approved scope. This Section does not apply to Time and Materials work under Section 4.10.

4.4 Delivery. We begin work within three (3) business days of approval, or on the date stated in the Estimate. We choose the personnel who perform the work and may substitute personnel at our discretion. We perform the work using qualified personnel, in a professional and workmanlike manner, and in line with commercially reasonable industry standards. Our team reviews any AI-assisted Work Product before delivery.

4.5 Change Requests. A change to an approved Project, including its scope, price, or schedule, is handled as a new Request. We will issue a separate Estimate for the change, and it proceeds only once you approve it.

4.6 Acceptance. You have five (5) business days after delivery to review Work Product. If you show us an issue that causes the Work Product not to match the approved Project, we will correct it at no charge. Work Product not rejected in writing within five (5) business days of delivery is deemed accepted.

4.7 Ending a Project Early. Either party may end an active Project on thirty (30) days’ written notice. You pay for the portion of the work completed through the end date, and we deliver that completed work once payment is received.

4.8 No Hourly Billing. We do not bill hourly unless a Time and Materials Estimate under Section 4.10 or an Order Form says otherwise. All other work is quoted as a fixed-price Estimate first.

4.9 Third-Party Costs. Third-party services such as hosting, domains, fonts, stock media, and software licenses are paid by you directly unless an Estimate states otherwise.

4.10 Time and Materials Work. For a Request we cannot reasonably scope at a fixed price, we may issue an Estimate that is billed on a time and materials basis (a “Time and Materials Estimate”). A Time and Materials Estimate states the hourly rates by role, the work we expect to perform, and either a not-to-exceed cap or a monthly budget. It becomes a Project when you approve it in writing, and Sections 4.3 and 4.8 do not apply to it. We bill time and materials work monthly in arrears for the hours actually worked, and Section 5.2 does not apply to it. We will not exceed the cap or monthly budget without your written approval. In place of the notice period in Section 4.7, either party may end time and materials work on seven (7) business days’ written notice, and you pay only for hours worked through the end date.

4.11 Discovery Projects. Where a Request needs research, prototyping, or technical investigation before it can be scoped, we may offer a fixed-price Discovery Project. The deliverable of a Discovery Project is a written assessment and, where feasible, a fixed-price Estimate or Time and Materials Estimate for the remaining work. Approving a Discovery Project does not obligate either party to proceed with the remaining work.

5.1 Payment Authorization. By providing a payment method, you authorize us and our payment processor to charge it for all amounts due under the Agreement. This includes recurring Subscription fees, Project payments, and applicable taxes. This authorization stays in effect until you cancel your Subscription and all amounts owed are paid.

5.2 Project Payments. Unless an Estimate states otherwise, we bill 50% of a Project’s price when you approve it and the remaining 50% on delivery. Project invoices are charged to your payment method on file or are due within fifteen (15) days if paid by invoice.

5.3 Failed Payments. If a payment fails, we will notify you by email, and you have five (5) business days to update your payment method. If an undisputed amount remains unpaid after that period, it accrues a finance charge of 1.5% per month, or the maximum allowed by law if lower. We may pause the Services and active Projects until the balance is paid. If any amount is more than ninety (90) days past due, we may end the Agreement and withhold delivery of unpaid Work Product.

5.4 Collection. You are responsible for our reasonable costs of collecting unpaid Fees, including attorney fees, filing fees, and collection agency fees.

5.5 Taxes. Fees do not include sales, use, excise, or similar taxes. When we are required to collect those taxes, we add them to your charges unless you provide a valid tax exemption certificate first.

5.6 No Other Fees. You owe no fees other than the Subscription fee, approved Project fees, and applicable taxes unless both parties agree otherwise in writing.

6.1 Delivery. You will provide the Client Content reasonably required to perform the Services. Late Client Content may delay delivery. We treat Client Content as Confidential Information under Section 8.

6.2 Rights. You represent that you have all rights needed to provide Client Content and that we may use, copy, and modify it as needed to perform the Services.

6.3 Responsibility. Client Content is your responsibility and is not Work Product. You represent that Client Content will not: (i) infringe any third party’s intellectual property or proprietary rights; (ii) violate any applicable law; (iii) contain obscene, defamatory, or offensive material; or (iv) contain malicious code or otherwise cause harm to us or any third party.

7.1 Work Made for Hire. Subject to Section 7.2, Work Product we create for you is your sole and exclusive property and is a “work made for hire” to the extent permitted under the Copyright Act of 1976. To the extent it is not, we assign to you all right, title, and interest in that Work Product. Your ownership of a Project’s Work Product is conditioned on payment in full of the Fees for that Project.

7.2 Rapptr Tools and Platform. We own all techniques, processes, templates, prompts, concepts, and know-how we create or use in performing the Services (“Tools”), as well as the Platform itself. We may use the general knowledge and experience our personnel gain while performing the Services.

7.3 Third-Party Materials. Work Product may include third-party materials such as fonts, icons, and photos. You agree to comply with the license terms that apply to them.

7.4 Open Source Software. The Services may use open source software (“OSS”) that is subject to public licenses. OSS is not Work Product, and you are responsible for complying with its license terms. OSS IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND TO THE EXTENT PERMITTED BY LAW.

7.5 Infringement. To our knowledge, no Work Product will infringe the United States intellectual property rights of any third party. If you report an infringement, your exclusive remedy is one of the following, chosen by us: (i) we obtain the right for you to keep using the material; (ii) we modify or replace the Work Product so it no longer infringes; or (iii) we end the affected Project and refund the Fees you paid for the infringing portion.

7.6 Perfecting Rights. At your request and expense, we will reasonably assist you in registering and defending your intellectual property rights in the Work Product.

8.1 Obligations. Each party may receive nonpublic information from the other that is identified as confidential at the time of disclosure (“Confidential Information”). Each party will use and disclose the other’s Confidential Information only as needed to perform the Agreement, both during and after its term. A party may disclose Confidential Information when required by law, regulation, or court order.

8.2 Exceptions. Confidential Information does not include information that the recipient already knew, received from a third party without breach of a confidentiality obligation, that becomes public through no fault of the recipient, or that the recipient developed independently.

EACH PARTY WILL HOLD THE OTHER HARMLESS FROM ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, AND COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) THAT ARISE FROM: (I) ITS BREACH OF ANY REPRESENTATION, WARRANTY, OR OBLIGATION UNDER THE AGREEMENT; OR (II) ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10.1 Term. These Terms apply from the date you first accept them until twelve (12) months after your Subscription and all Projects have ended.

10.2 Termination for Cause. If either party breaches the Agreement, the other party may give written notice and end the Agreement if the breach is not cured within fifteen (15) days. We may end the Agreement immediately on written notice if you breach it after receiving two (2) prior breach notices.

10.3 Termination for Insolvency. Either party may end the Agreement immediately on written notice if the other party becomes insolvent, enters bankruptcy or receivership, or makes a general assignment for the benefit of creditors.

10.4 Effects of Termination. When the Agreement ends, you pay for all Services performed through the end date. Once you have paid in full, we will deliver any undelivered Work Product within fourteen (14) days.

EXCEPT AS STATED IN THESE TERMS, THE SERVICES, PLATFORM, AND WORK PRODUCT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WE ARE NOT LIABLE FOR ANY LOSS CAUSED BY ERRORS OR OMISSIONS IN THE SERVICES OR WORK PRODUCT, WHETHER CAUSED BY NEGLIGENCE, ACCIDENT, OR ANY OTHER CAUSE.

EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OUR TOTAL LIABILITY UNDER THE AGREEMENT IS LIMITED TO DIRECT DAMAGES NO GREATER THAN THE FEES YOU PAID US DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS DO NOT INCREASE THIS LIMIT. TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR CLIENT CONTENT, EVEN IF WE KNEW SUCH DAMAGES WERE POSSIBLE.

13.1 Relationship of the Parties. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship, and neither party may bind the other.

13.2 Nonsolicitation. While we provide Services to you and for two (2) years after the Agreement ends, you will not directly or indirectly solicit, recruit, hire, or engage any current or former employee or contractor of ours. General job advertisements are not solicitation.

13.3 Publicity. We may list you as a client on our website and in marketing materials and describe our work in general terms. With due regard for your Confidential Information, we may show Work Product in presentations to prospective clients, in our portfolio, and on our websites.

13.4 Notices. We may send notices about your Subscription, pricing, Estimates, and Projects to the email address on your account. Formal legal notices to us should be sent to legal@rapptrlabs.com and to the address in Section 1.

13.5 Assignment. Neither party may assign the Agreement without the other’s written consent, except in connection with the transfer of substantially all of its assets.

13.6 Severability. If any provision of the Agreement is found invalid or unenforceable, it is removed and the remaining provisions stay in effect.

13.7 Force Majeure. Except for your obligation to pay Fees, neither party is liable for failures or delays caused by circumstances beyond its reasonable control.

13.8 Governing Law. The Agreement is governed by the laws of the State of New York, without regard to its conflict of law principles. Any litigation will be brought in a court of competent jurisdiction in Kings County, New York, and each party waives objections based on personal jurisdiction or inconvenient forum.

13.9 No Third-Party Beneficiaries. The Agreement is for the benefit of the parties only and does not give rights to any third party.

13.10 Survival. Sections 5 (Payment), 6 (Client Content), 7 (Intellectual Property), 8 (Confidentiality), 9 (Indemnification), 10.4 (Effects of Termination), 11 (Disclaimer), 12 (Limitation of Liability), and 13 (General Provisions) survive the end of the Agreement.

13.11 Construction. Headings are for convenience only. The Agreement will not be interpreted against either party as its drafter.

13.12 Electronic Acceptance. Acceptance by checkbox, click, email, or e-signature has the same effect as a handwritten signature.

13.13 Changes to These Terms. We may update these Terms by posting a new version at this page with a new effective date. Changes apply immediately to new customers. For existing customers, changes take effect thirty (30) days after we notify you by email, and you may cancel your Subscription before then if you do not agree. Approved Projects remain governed by the Terms in effect when you approved them.