Terms of Use

Last updated: August 16, 2026

These Terms of Use ("Terms") govern your access to and use of softprogrammer.com and the SoftProgrammer iOS app (collectively, the "Service") operated by SoftProgrammer ("we", "us", "our"). By creating an account or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated into these Terms by reference.

1. Eligibility & Accounts

You must be at least 18 years old and able to form a binding contract to use the Service. You are responsible for keeping your login credentials confidential and for all activity under your account. Notify us immediately at support@softprogrammer.com if you suspect unauthorized access.

2. The Service

SoftProgrammer helps you scope, commission, and manage custom software projects across three engagement models: Own (fixed-scope build you own outright), Host (we build and host on our infrastructure), and Revenue Share (we build at reduced cost in exchange for a share of revenue). Specific deliverables, timelines, and fees for each project are agreed in a separate written Statement of Work (SOW) between you and us. Where these Terms and a signed SOW conflict, the SOW governs for that project.

3. Fees & Payment

Fees are set out in the applicable SOW or order confirmation. Unless stated otherwise, fees are in US dollars and due per the milestones agreed in the SOW. You are responsible for applicable taxes. If scope changes after work begins, we will quote the change in writing before carrying it out; we do not bill for unapproved scope changes.

3.1 Refunds and cancellation of one-time builds

Before work begins on a build, you may cancel for any reason and receive a full refund of anything you have paid. Once work has begun, deposits and milestone payments cover work already performed and are non-refundable, but you may cancel the remainder of the engagement at any time and you will not be billed for milestones not yet started. If we cancel a project for any reason other than your breach of these Terms, we will refund amounts paid for work not delivered. Nothing in this section limits any statutory refund right you have that cannot be waived.

3.2 Subscriptions, renewal and cancellation

Host engagements are billed as a recurring subscription that automatically renews at the end of each billing period until cancelled. Before you subscribe we will show you the recurring amount, the billing frequency, and how to cancel, and we will obtain your affirmative consent to those terms. We will email you before any fee change takes effect.

You can cancel at any time from inside your account, using the cancellation control on your billing page, without calling us, emailing us, or completing any additional step. Cancellation takes effect at the end of the current billing period; you keep access until then and are not charged again. You may also cancel by emailing support@softprogrammer.com, but you are never required to.

4. Intellectual Property

Upon full payment for an "Own" project, ownership of the custom source code and deliverables specified in the SOW transfers to you, excluding our pre-existing tools, libraries, and frameworks, which we license to you on a perpetual, royalty-free basis for use with the deliverables. For "Host" and "Revenue Share" engagements, we retain ownership of the platform and grant you a license to use it as described in the SOW. The SoftProgrammer name, logo, and marketing materials remain our property.

5. Your Content

You retain all rights to the content, data, and materials you submit through the Service ("Your Content"). You grant us a limited license to host, process, and display Your Content solely to provide the Service. You represent that Your Content does not infringe any third-party rights and that you have the right to share it with us.

6. Confidentiality

Each of us may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances — including your business processes, financials, customer data, product plans, and unreleased software, and our non-public methods, tooling, and pricing ("Confidential Information").

The receiving party will use the other's Confidential Information only to perform under these Terms and the applicable SOW, will protect it with at least the care it uses for its own confidential information, and will not disclose it to third parties except to personnel and sub-processors who need it and are bound by comparable obligations. These duties continue for three years after the engagement ends, and indefinitely for anything that qualifies as a trade secret.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it without a duty of confidence, or is independently developed without reference to the disclosing party's information. If a receiving party is legally compelled to disclose Confidential Information, it will give the other party prompt notice where lawful so that party can seek protection.

We will not use your name, logo, or project as a public reference or case study without your prior written permission.

7. Acceptable Use

You agree not to: (a) use the Service to build anything illegal, fraudulent, or intended to harm others; (b) attempt to probe, scan, or breach the Service's security; (c) reverse engineer or resell access to the Service; (d) upload malware or scrape the Service in automated ways without written permission; or (e) submit false information during signup or ordering.

8. Third-Party Services

The Service relies on third parties including Supabase (authentication and data storage), Amazon Web Services (hosting), Stripe (payments), and Anthropic (AI assistant). Your use of the Service is also subject to those providers' terms where applicable. Our current sub-processors are listed in our Privacy Policy.

9. AI-Assisted Delivery

We use AI tooling in scoping and building software, and our website chat assistant is automated rather than staffed by a person. Estimates, recommendations, and drafts produced with AI assistance are reviewed by a person before they become binding on us. Nothing an automated assistant says forms a contract; only a signed SOW or written order confirmation does.

10. Warranty Disclaimer

We warrant that deliverables will materially conform to the specification in the applicable SOW for 30 days after delivery, and we will correct non-conforming work at no charge within that period. Except for that warranty and anything expressly stated in a SOW, the Service is provided "as is" and "as available" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free. Where we host software for you, we will use commercially reasonable efforts to keep it available, and any specific uptime commitment will be stated in your SOW.

11. Indemnification

By us. We will defend you against any third-party claim alleging that deliverables we created for you, used as we intended, infringe that party's copyright, trade secret, or US patent, and we will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Your Content, from your modifications, from combination with things we did not supply, or from your continued use after we provide a non-infringing replacement.

By you. You will defend us against any third-party claim arising from Your Content, from your use of the Service in breach of these Terms, or from your use of a deliverable in a way the SOW did not contemplate, and you will pay damages finally awarded or agreed in settlement.

In each case the indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defence, and provide reasonable cooperation. Neither party may settle a claim in a way that admits fault by the other without its consent.

12. Limitation of Liability

To the maximum extent permitted by law, our total liability arising out of or relating to these Terms or the Service will not exceed the amount you paid us in the twelve (12) months before the event giving rise to the claim. In no event will we be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data.

These limits do not apply to our indemnification obligations in section 11, to either party's breach of section 6 (Confidentiality), or to any liability that cannot lawfully be limited — including, under California Civil Code section 1668, liability for fraud, willful injury, or violation of law.

13. Copyright Complaints (DMCA)

If you believe material accessible through the Service infringes your copyright, send a notice containing the elements required by 17 U.S.C. § 512(c)(3) — identification of the work, identification of the material and its location, your contact details, a statement of good-faith belief, a statement that the notice is accurate, that under penalty of perjury you are authorised to act, and your signature — to our designated agent at dmca@softprogrammer.com. We will respond as required by the DMCA and may remove material and terminate repeat infringers.

14. Termination

You may stop using the Service and close your account at any time by emailing support@softprogrammer.com. Subscriptions are cancelled as described in section 3.2. We may suspend or terminate your access if you violate these Terms or the applicable SOW, or if we reasonably believe continued access would harm the Service or other users. On termination we will, on request made within 30 days, provide a copy of Your Content in a commonly used format. Sections that by their nature should survive termination (ownership, payment, confidentiality, indemnification, disclaimers, liability, governing law) will survive.

15. Apple App Store

The following applies to the SoftProgrammer iOS app. These Terms are between you and us only, not Apple, and we alone are responsible for the app and its content. Your licence to use the app is a non-transferable licence to run it on Apple-branded devices you own or control, as permitted by the App Store Usage Rules. Apple has no obligation to furnish maintenance or support for the app. If the app fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price; to the maximum extent permitted by law, Apple has no other warranty obligation. Apple is not responsible for addressing any claim relating to the app, including product liability, legal or regulatory non-compliance, or consumer protection claims, nor for the investigation, defence, settlement or discharge of any third-party intellectual property infringement claim. You represent that you are not located in a country subject to a US Government embargo or designated as terrorist-supporting, and that you are not on any US Government list of prohibited or restricted parties. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

16. Changes to these Terms

We may update these Terms from time to time. Material changes will be announced on this page with a revised "Last updated" date and, where the change affects an active engagement or subscription, by email in advance. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms. Changes do not alter a signed SOW already in progress.

17. Governing Law & Disputes

These Terms are governed by the laws of the State of California, USA, without regard to its conflict of laws principles. Before filing a claim, each party agrees to try to resolve the dispute informally by contacting the other and allowing 30 days to reach a resolution. If that fails, any dispute will be resolved exclusively in the state or federal courts located in California, and both parties consent to personal jurisdiction there.

18. Contact

Questions about these Terms: support@softprogrammer.com.