The rules ofthe engagement.

By using our website, you agree.

These Terms of Service ("Terms") form a binding agreement between you and AppsGenii Technologies, a Wyoming C-Corporation ("AppsGenii", "we", "us"). By accessing or using www.appsgenii.com, our forms, our portals, or any service we provide, you agree to these Terms.

If you do not agree, do not use the website or services. If you are using the services on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to both you and the organization.

What we do.

AppsGenii provides professional services in artificial intelligence, agentic systems, generative AI, intelligent automation, platform engineering, data engineering, custom software development, and related advisory work. We also represent and deliver flagship enterprise platforms (including PACT ERP and QuickHCM) in our portfolio, in partnership with strategic technology partners such as Aramis Solutions in the GCC region.

Specific deliverables, scope, timelines, fees, and acceptance criteria for any client engagement are documented in a Statement of Work (SOW) executed under a Master Services Agreement (MSA). Where this page conflicts with an executed MSA/SOW, the executed agreement controls.

Who can use the services.

You must be at least 18 years old and able to form a binding contract under applicable law. The services are intended for business and professional use, not for consumers under any consumer-protection regime.

If we provide you with access to a client portal, project workspace, or other authenticated system, you are responsible for safeguarding credentials, restricting access to authorized users, and notifying us promptly of any unauthorized use or security incident affecting your account.

How project work is governed.

Each engagement is governed by a signed SOW that specifies scope, deliverables, schedule, fees, acceptance criteria, change-control procedures, and key personnel. Unless the SOW says otherwise:

• Time estimates are good-faith estimates, not guarantees, and may change with scope
• Acceptance of a deliverable occurs upon written sign-off, or fifteen (15) business days after delivery if no rejection notice is received
• Out-of-scope requests follow a Change Order process; we do not perform unbudgeted work without a written Change Order
• You are responsible for timely provision of access, approvals, content, decisions, and personnel necessary for our performance
• Where you delay your dependencies, the project schedule and fee structure may be adjusted accordingly

Who owns what.

What stays between us.

Each party agrees to protect the other's confidential information with the same care it uses to protect its own (and at least reasonable care), and to use such information only for the purposes of the engagement.

Confidentiality obligations survive termination of the engagement for a period of five (5) years, except for trade secrets, which remain confidential for as long as they qualify as trade secrets under applicable law. We may disclose confidential information when compelled by law, subject to giving you reasonable advance notice where permitted.

How we get paid.

• Fees and payment terms are set out in each SOW. Standard payment terms are net thirty (30) days from invoice date
• Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law
• All fees are exclusive of taxes; you are responsible for applicable sales tax, VAT, GST, or withholding tax
• We may suspend work, pause access, or terminate engagement for invoices more than 45 days past due
• Pre-approved travel and reimbursable expenses are billed at cost with reasonable documentation
• Fixed-bid projects are invoiced against milestones; time-and-materials engagements are invoiced monthly

What we promise — and what we don't.

AppsGenii warrants that services will be performed in a professional, workmanlike manner consistent with industry standards. For each deliverable, we will, at our option and as your sole remedy, re-perform or replace any non-conforming work identified in writing within thirty (30) days of delivery.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR AN APPLICABLE SOW, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND APPSGENII DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

The financial cap.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO APPSGENII UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The above limitations do not apply to: (a) breach of confidentiality obligations, (b) indemnification obligations, (c) infringement of intellectual property rights, (d) gross negligence or willful misconduct, or (e) liability that cannot be limited under applicable law.

Who covers what.

AppsGenii will indemnify you against third-party claims that bespoke deliverables produced specifically for you under an SOW infringe the third party's intellectual property rights, provided you (i) notify us promptly in writing, (ii) give us sole control of the defense, and (iii) reasonably cooperate. If a deliverable is found to infringe, we may, at our option, modify it, procure a license, or refund the fees attributable to that deliverable.

You will indemnify AppsGenii against third-party claims arising from (i) materials, data, or instructions you provide, (ii) your use of deliverables outside the scope of the engagement, (iii) modifications you make to deliverables, or (iv) your breach of these Terms or applicable law.

How engagements end.

• Either party may terminate an engagement for convenience with thirty (30) days' written notice, subject to payment for all work performed and approved out-of-pocket commitments through the effective date
• Either party may terminate for material breach if the breach is not cured within fifteen (15) days of written notice
• We may terminate or suspend your access to the website or any non-paid service at any time, with or without notice, where we reasonably believe it is necessary to protect AppsGenii, our other clients, or the public
• Sections that by their nature should survive — including IP, confidentiality, payment of fees earned, limitation of liability, indemnification, and dispute resolution — survive termination

Where disputes are settled.

These Terms and any dispute arising out of or related to them, your use of the website, or any engagement are governed by the laws of the State of Wyoming, USA, without regard to conflict-of-laws principles.

The parties will first attempt in good faith to resolve any dispute through senior-level discussion within thirty (30) days. If unresolved, the dispute will be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, in Cheyenne, Wyoming, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

Either party may seek injunctive or equitable relief in court for misuse of confidential information or intellectual property. Each party waives any right to a jury trial and to participate in class or representative actions.

What you may not do.

You agree not to use the website or services to:

• Violate any applicable law, regulation, or third-party right
• Attempt to gain unauthorized access to our systems, accounts, or data
• Probe, scan, or test the vulnerability of our infrastructure without prior written authorization
• Send unsolicited bulk communication, spam, or phishing attempts using our properties
• Scrape, mirror, or extract data using automated means in a way that materially burdens our infrastructure
• Reverse-engineer or attempt to derive source code from our deliverables (except as expressly permitted by law)
• Misrepresent your affiliation with AppsGenii or use our brand assets without permission

Links and integrations.

The website and our deliverables may link to or integrate with third-party platforms (e.g., Microsoft Azure, AWS, Salesforce, ServiceNow, HubSpot, Calendly). AppsGenii is not responsible for the practices, content, security, or availability of those third parties. Your use of third-party services is governed by their respective terms and policies.

When this updates.

We may revise these Terms from time to time. Material changes will be notified at least thirty (30) days in advance via a banner on the website or, where you have an active engagement, by written notice to your designated contact. Continued use after the effective date constitutes acceptance.

The fine print.

• Entire agreement. These Terms (together with any applicable MSA, SOW, NDA, or DPA) constitute the entire agreement between the parties regarding their subject matter and supersede prior agreements and understandings
• Severability. If any provision is found unenforceable, the remaining provisions remain in effect
• No waiver. Failure to enforce any provision is not a waiver of the right to do so later
• Assignment. You may not assign these Terms or any engagement without our prior written consent. We may assign in connection with a merger, acquisition, or sale of business assets
• Force majeure. Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, war, government action, labor disputes, or internet/utility outages
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship
• Notices. Notices to AppsGenii should be sent to [email protected] with hard copy to our Dallas, TX headquarters
• No third-party beneficiaries. These Terms are for the benefit of the parties only and create no rights in any other person

Reach the legal team.