Terms & Conditions.

These Master Terms & Conditions ('Terms') constitute a legally binding agreement between you ('Client', 'User', or 'you') and Simplicity ('Simplicity', 'Studio', 'we', 'our', or 'us').

By accessing our platform (simplicity.co.in), submitting an engineering brief, executing a Statement of Work ('SOW'), or retaining studio engineering services, you confirm that you have read, understood, and agreed to be bound by these Terms in their entirety. If you are entering into these Terms on behalf of an enterprise or entity, you represent and warrant that you possess full legal authority to bind that entity.

You represent, warrant, and certify that you are at least 18 years of age (or the legal age of majority in your jurisdiction of residence) and possess full legal capacity, right, and competence to enter into binding legal agreements. Access to or use of our services by individuals under 18 is strictly prohibited.

Simplicity provides high-performance web engineering, custom software development, digital product design, architectural consulting, and continuous retainers.

• Statements of Work (SOW): Specific engagements are governed by an itemized SOW or proposal specifying functional deliverables, architectural milestones, delivery schedules, and agreed fees. • Priority of Documents: In the event of an irreconcilable conflict between an executed SOW and these Master Terms, the terms of the specific SOW shall prevail solely for the subject matter of that engagement. • Change Request Protocol: Adjustments to scope, third-party integrations, or architectural deliverables require mutual written approval via an itemized Change Order.

We believe in total code ownership and zero vendor lock-in:

• Bespoke Deliverables: Subject to full payment of all applicable milestone fees, Simplicity assigns, conveys, and transfers to Client all exclusive right, title, and interest (including worldwide copyrights, trade secrets, and patent rights) in all custom source code, design systems, illustrations, and digital assets developed specifically for Client under the engagement. • Source Code Repositories: Full administrative ownership and access keys to version control repositories (e.g. GitHub/GitLab organizations) and hosting environments are transferred to Client upon project milestone sign-off. • Pre-Existing Studio Frameworks: To the extent deliverables incorporate Simplicity’s pre-existing boilerplate libraries, development tooling, or open-source components, Simplicity grants Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, modify, compile, and distribute such assets in conjunction with the project deliverables. • Open-Source Compliance: Any third-party open-source libraries integrated into the project are governed by their respective permissive licenses (e.g., MIT, Apache 2.0, BSD-3-Clause).

Both parties acknowledge that during the course of an engagement, confidential and proprietary information may be disclosed:

• Definition: 'Confidential Information' includes technical architecture specifications, source code, business roadmaps, customer data, pricing, proprietary algorithms, and trade secrets disclosed by either party. • Non-Disclosure Obligations: The receiving party agrees to hold all Confidential Information in strict confidence, using at least the same degree of care as it uses for its own confidential assets (and in no event less than reasonable care). Confidential Information will not be disclosed to any third party without prior written authorization. • Exclusions: Confidential Information does not include information that is publicly known through no breach, was already known prior to disclosure, or is independently developed without reference to the disclosing party’s proprietary materials. • Term of Confidentiality: Confidentiality obligations remain in effect during the engagement and for five (5) years following termination, with trade secrets protected in perpetuity.

Efficient engineering delivery relies on collaborative client engagement:

• Timely Approvals: Client agrees to review deliverables and provide prompt feedback within five (5) business days of milestone submission. • Access & Credentials: Client will provide reasonable, timely access to required third-party APIs, cloud accounts, domain registrars, and brand assets necessary to execute the scope. • Accuracy of Materials: Client represents and warrants that all text, media, graphics, trademarks, and data supplied to Simplicity are owned by Client or properly licensed, and do not infringe the intellectual property rights of any third party.

Simplicity represents and warrants that:

1. Work will be performed in a diligent, professional, and workmanlike manner by experienced software engineers adhering to modern industry best practices. 2. Bespoke code delivered to Client will be original work that does not infringe any third party’s intellectual property rights. 3. Custom deliverables are covered by a thirty (30) day Post-Launch Bug Warranty starting from production deployment, during which Simplicity will promptly rectify any verifiable code defects or discrepancies against the agreed specifications at zero additional charge.

DISCLAIMER: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL DIGITAL PRODUCTS, SOFTWARE, AND PLATFORMS ARE PROVIDED 'AS IS' AND 'AS AVAILABLE'. SIMPLICITY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SYSTEM COMPATIBILITY.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:

• CONSEQUENTIAL DAMAGES WAIVER: NEITHER SIMPLICITY NOR ITS DIRECTORS, EMPLOYEES, OR AFFILIATES SHALL BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR DELIVERABLES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

• AGGREGATE LIABILITY CAP: IN NO EVENT SHALL SIMPLICITY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO ANY ENGAGEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO SIMPLICITY UNDER THE SPECIFIC STATEMENT OF WORK GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.

• By Simplicity: Simplicity agrees to defend, indemnify, and hold harmless Client against any third-party claim alleging that the bespoke custom code developed by Simplicity infringes a valid copyright or trade secret, provided Client promptly notifies Simplicity in writing and allows Simplicity sole control of the defense. • By Client: Client agrees to defend, indemnify, and hold harmless Simplicity and its engineers from and against any third-party claims, liabilities, or losses arising from Client-supplied assets, Client breach of applicable laws, or third-party misuse of Client products.

We respect intellectual property rights and comply with the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe any material hosted on or accessible through this platform infringes your copyright, please consult our dedicated DMCA Copyright Policy (/legal/dmca) and send a compliant notice to our Designated Copyright Agent at simplictyhq@gmail.com.

• Termination for Convenience: Either party may terminate an ongoing retainer or engagement upon thirty (30) days written notice to the other party. • Termination for Cause: Either party may terminate immediately if the other party material breaches these Terms and fails to cure such breach within fifteen (15) calendar days of receiving written notice. • Post-Termination Handover: Upon termination, Simplicity will deliver all completed work and source code archives created up to the effective termination date, subject to Client paying for all approved work completed prior to termination.

Neither party shall be held liable or responsible for delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, strikes, utility failures, telecommunications outages, cloud infrastructure provider outages, wars, pandemics, or government restrictions.

• Governing Law: These Terms and any dispute or controversy arising out of or related to an engagement shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles. • Good-Faith Negotiation: In the event of a dispute, authorized senior executives from both parties agree to engage in good-faith negotiations for a period of twenty-one (21) calendar days before initiating formal legal proceedings. • Jurisdiction: Any legal action or proceeding arising under these Terms shall be instituted exclusively in the competent courts located in Bengaluru, Karnataka, India, and both parties submit to the exclusive personal jurisdiction and venue thereof.

• Severability: If any provision of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. • Entire Agreement: These Terms, together with any executed SOW and our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter herein. • Non-Waiver: No failure or delay by either party in exercising any right or remedy shall operate as a waiver thereof. • Amendments: Simplicity reserves the right to update these Terms. Changes take effect upon posting to this URL with a revised 'Last Updated' date. Continued use of our platform constitutes acceptance of updated Terms.

All formal legal notices, inquiries, or statutory correspondence should be directed in writing to:

Simplicity Design & Development Studio Attn: Legal & Compliance Department Email: simplictyhq@gmail.com Postal Address: Simplicity Studio, 100 Feet Rd, Indiranagar, Bengaluru, KA 560038, India.