Terms of Service

1. Introduction and Acceptance of Terms

Welcome to E-Tree Tech. These Terms of Service (the "Terms," "Agreement") constitute a legally binding contract between you ("you," "your," "Client," or "User") and E-Tree Tech ("E-Tree Tech," "Company," "we," "us," or "our"), a software development studio, governing your access to and use of our website, digital properties, products, and software development services (collectively, the "Services").

By accessing, browsing, registering with, engaging, or otherwise utilizing the Services, you hereby represent, warrant, and covenant that: (i) you have read, understood, and agree to be bound by these Terms in their entirety; (ii) you possess the legal capacity and authority to enter into this Agreement; and (iii) if entering into this Agreement on behalf of an entity, you possess the requisite authority to bind such entity.

If you do not agree to any provision of these Terms, you must immediately cease all access to and use of the Services.

These Terms should be read in conjunction with our Privacy Policy and any individual proposals, statements of work, master services agreements, software development agreements, or supplemental terms executed between you and E-Tree Tech (collectively, "Ancillary Agreements"). In the event of any conflict between these Terms and an executed Ancillary Agreement, the provisions of the Ancillary Agreement shall prevail solely with respect to the matters addressed therein.

2. Description of Services

E-Tree Tech is a software development studio that engineers bespoke software solutions tailored to client-specific business logic and technical requirements. Our service portfolio includes, but is not limited to:

• Custom Software Development – bespoke software systems engineered from the ground up, with an emphasis on architectural integrity, scalability, and long-term maintainability;
• Web Platform Development – high-performance, structurally sound, and optimized web applications engineered to run at scale without accumulating technical debt;
• Mobile Application Development – native-grade iOS and Android applications built with a focus on performance, stability, and user experience;
• SaaS Product Engineering – multi-tenant Software-as-a-Service platforms featuring enterprise-grade security, reliability, and scalable cloud infrastructure;
• ERP & CRM Systems – enterprise resource planning and customer relationship management systems tailored to complex workflows, integrating fragmented data silos into unified, secure architectures;
• Game Engine Development – high-performance game engines and interactive applications featuring optimized render pipelines, stable core loops, and cross-platform compatibility;
• Lead Management Systems – precision lead management tools engineered for high-throughput, reliable performance under heavy data loads;
• API Engineering – resilient, scalable, and well-documented application programming interfaces designed for high throughput, low latency, and security; and
• Such additional services as may be mutually agreed upon in writing between the parties.

All Services shall be rendered in accordance with the functional requirements, technical specifications, deliverables, project milestones, development methodology (including, as applicable, agile, waterfall, or hybrid approaches), timelines, acceptance criteria, and commercial terms mutually agreed upon in writing between E-Tree Tech and the Client through an executed proposal, Statement of Work ("SOW"), or master services agreement. Any modifications to the agreed scope shall require a written change order or amendment executed by both parties in accordance with Section 6.6 (Change Requests).

3. Use of the Website and Services

You agree to access and use the Services solely for lawful purposes and in a manner consistent with all applicable local, national, and international laws, regulations, and generally accepted practices. Without limiting the foregoing, you expressly covenant that you shall not:

• Violate or contravene any applicable law, statute, ordinance, or regulation;
• Attempt to gain unauthorized access to any portion of the Services, related systems, source code repositories, development environments, networks, or third-party accounts;
• Reproduce, duplicate, copy, sell, resell, distribute, or exploit any portion of the Services, Content, or software deliverables outside the scope of the license granted herein or in any applicable Ancillary Agreement;
• Reverse engineer, decompile, disassemble, or derive source code from any proprietary components, frameworks, libraries, or tools owned by E-Tree Tech, except to the extent expressly permitted by applicable law;
• Introduce any viruses, malware, trojans, worms, or other malicious code into the Services or any deliverables;
• Engage in any activity that disrupts, impairs, or interferes with the integrity, performance, or operation of the Services;
• Use any automated means, including bots, scrapers, or crawlers, to access, collect, or index the Services without our express written permission;
• Misrepresent your identity, affiliation, or the origin of any communication transmitted through the Services; or
• Engage in any conduct that infringes upon the intellectual property, privacy, or other rights of E-Tree Tech or any third party.

E-Tree Tech reserves the right, in its sole discretion and without prior notice, to restrict, suspend, or terminate your access to the Services for any violation or suspected violation of these Terms.

4. Intellectual Property Rights

4.1 Definitions

For the purposes of this Section:

• "Background IP" means any intellectual property, including proprietary frameworks, libraries, tools, methodologies, algorithms, code snippets, templates, architectural patterns, and development components, that is owned by or licensed to E-Tree Tech and exists prior to, or is developed independently of, the engagement with the Client.
• "Foreground IP" means any intellectual property, including source code, designs, documentation, and deliverables, that is conceived, developed, or first reduced to practice by E-Tree Tech specifically for the Client in the course of performing the Services under an applicable Ancillary Agreement.
• "Open-Source Components" means any third-party software or code made available under open-source licenses (including, without limitation, MIT, Apache, GPL, and BSD licenses) that may be incorporated into the deliverables.

4.2 Ownership of Website Content

All content, materials, and assets made available through the E-Tree Tech website, including without limitation text, graphics, logos, trademarks, service marks, designs, illustrations, software, code, compilations, and the selection and arrangement thereof (collectively, the "Content"), are the exclusive property of E-Tree Tech, its licensors, or its affiliates, and are protected by applicable intellectual property laws.

4.3 Limited License to Content

Subject to your compliance with these Terms, E-Tree Tech grants you a limited, non-exclusive, non-transferable, revocable license to access and view the Content for lawful, personal, and non-commercial purposes only. No other rights or licenses are granted by implication, estoppel, or otherwise.

4.4 Background IP

E-Tree Tech retains all right, title, and interest in and to its Background IP. Upon full payment for the applicable deliverables, E-Tree Tech hereby grants the Client a perpetual, worldwide, non-exclusive, non-transferable (except as part of an assignment of the deliverable) license to use the Background IP solely to the extent it is incorporated into the Foreground IP delivered to the Client, and solely for the Client's internal business purposes. The Client shall not extract, repurpose, sublicense, or otherwise exploit the Background IP independent of the Foreground IP.

4.5 Foreground IP and Deliverables

Subject to full and timely payment of all fees owed under the applicable Ancillary Agreement, E-Tree Tech shall assign to the Client all right, title, and interest in and to the Foreground IP developed specifically for the Client. Until full payment has been received, all rights in and to the Foreground IP shall remain vested in E-Tree Tech, and the Client shall have no right to use, modify, or distribute such Foreground IP.

4.6 Open-Source Components

The Client acknowledges and agrees that deliverables may include Open-Source Components, each of which is subject to its respective open-source license. The Client shall be solely responsible for complying with the terms of all such open-source licenses in its use, modification, and distribution of the deliverables. E-Tree Tech shall, upon request, provide the Client with a reasonable list of Open-Source Components incorporated into the deliverables.

4.7 Source Code Delivery

Unless otherwise specified in the applicable Ancillary Agreement, source code shall be delivered to the Client upon full payment of all fees owed, via a mutually agreed method (including, without limitation, access to a source code repository, encrypted archive, or secure file transfer). E-Tree Tech reserves the right to withhold source code delivery until all outstanding payments are cleared.

4.8 Client Materials

The Client represents and warrants that any materials, content, trademarks, data, APIs, credentials, existing codebases, design files, or other assets provided to E-Tree Tech for use in connection with the Services ("Client Materials") do not infringe upon any third-party rights. The Client hereby grants E-Tree Tech a limited, non-exclusive, royalty-free license to use such Client Materials solely for the purpose of rendering the Services.

4.9 License-Back to E-Tree Tech

The Client grants E-Tree Tech a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, and adapt any generic, non-confidential, and non-Client-identifying components, methodologies, learnings, techniques, and know-how acquired or developed in the course of the engagement for E-Tree Tech's future projects and internal purposes.

4.10 Portfolio and Marketing Rights

Unless otherwise expressly restricted by written agreement, E-Tree Tech reserves the right to reference the Client's name, logo, and a general description of the engagement in its portfolio, website, marketing materials, and case studies, subject to reasonable confidentiality obligations.

5. Client Responsibilities and Obligations

To enable E-Tree Tech to render the Services effectively, the Client expressly agrees to:

• Provide accurate, complete, and up-to-date functional and technical requirements, specifications, acceptance criteria, and documentation as reasonably requested;
• Furnish all necessary Client Materials, including but not limited to content, brand guidelines, API credentials, system access, cloud accounts, hosting environments, domain configurations, existing codebases, design assets, and third-party authorizations, in a timely manner;
• Designate qualified technical and business stakeholders who are authorized to make binding decisions regarding project direction, approvals, and sign-offs;
• Review, test, and provide feedback on deliverables, including conducting User Acceptance Testing ("UAT"), within the timelines specified in the applicable Ancillary Agreement;
• Ensure that production hosting environments, cloud credentials, third-party service subscriptions, and domain registrations are provisioned and maintained by the Client, unless otherwise expressly agreed;
• Comply with all applicable laws and regulations pertaining to the Client's business, industry, and end-users, including without limitation data protection, privacy, consumer protection, and industry-specific regulatory requirements (e.g., GDPR, HIPAA, PCI-DSS);
• Ensure that any data provided to E-Tree Tech for development, integration, or testing purposes has been lawfully collected and may be lawfully shared with E-Tree Tech;
• Maintain the confidentiality of any login credentials, access tokens, repository access, or sensitive technical information provided by E-Tree Tech; and
• Cooperate in good faith with E-Tree Tech throughout the engagement, including attending scheduled meetings, sprint reviews, and status updates.

The Client acknowledges and agrees that any delays, omissions, or failures on the part of the Client to fulfill these obligations may adversely affect project timelines, deliverable quality, and overall outcomes, and E-Tree Tech shall not be held liable for any consequences arising from such Client-caused delays. E-Tree Tech reserves the right to adjust project schedules and fees to account for such delays.

6. Fees, Payment Terms, and Invoicing

6.1 Fees

All fees for the Services shall be set forth in the applicable proposal, SOW, or Ancillary Agreement executed between the parties. Fees are exclusive of all applicable taxes, duties, customs, or governmental charges, which shall be the sole responsibility of the Client.

6.2 Billing Models

E-Tree Tech offers, and the parties may agree upon, one or more of the following billing models, as specified in the applicable Ancillary Agreement:

• Fixed-Price Engagements – a pre-determined, fixed fee for a defined scope of work;
• Time and Materials (T&M) – billing based on hourly or daily rates for time expended, plus reimbursable expenses;
• Milestone-Based Payments – fees payable upon achievement and acceptance of defined project milestones;
• Retainer Arrangements – recurring fees for ongoing development, support, or maintenance services; and
• Hybrid Models – any combination of the above as mutually agreed.

6.3 Payment Terms

The Client shall remit payment in accordance with the schedule, currency, and payment methods specified in the applicable Ancillary Agreement. Unless otherwise agreed, invoices are payable within the stipulated timelines therein.

6.4 Late Payments

Payments not received by the due date may, at E-Tree Tech's sole discretion, result in: (i) the imposition of late fees or interest charges at the maximum rate permitted by applicable law; (ii) suspension of Services, including suspension of repository access and halting of development activities, until outstanding amounts are cleared; (iii) withholding of deliverables, source code, and related assets; and/or (iv) termination of the Agreement pursuant to Section 15.

6.5 Refunds

Except as expressly provided in an Ancillary Agreement or as mandated by applicable law, all fees paid are non-refundable. Advance payments, retainers, and milestone payments are non-refundable once the corresponding work has commenced.

6.6 Change Requests and Scope Creep

Any requests for work, features, or modifications outside the originally agreed scope shall be documented through a written change request or change order. Such additional work shall be billed at E-Tree Tech's then-prevailing rates or as mutually agreed. E-Tree Tech is not obligated to commence change-requested work until the corresponding change order has been approved and, where applicable, paid for.

6.7 Reimbursable Expenses

The Client shall reimburse E-Tree Tech for pre-approved third-party expenses incurred in the course of delivering the Services, including without limitation third-party software licenses, cloud hosting fees, API subscriptions, domain registrations, SSL certificates, app store fees, and development tool subscriptions.

6.8 Disputed Charges

Any disputes concerning invoiced amounts must be raised in writing within fifteen (15) days of the invoice date; failure to do so shall constitute acceptance of the invoice.

7. Performance Disclaimer and No Guarantee of Specific Outcomes

7.1 Software Performance Disclaimer

The Client expressly acknowledges and agrees that software systems are inherently complex and that, despite the exercise of reasonable skill and care by E-Tree Tech, no software is entirely free from defects, errors, or interruptions. Accordingly, E-Tree Tech makes no representation, warranty, or guarantee, express or implied, that the software or deliverables will be error-free, bug-free, secure against all vulnerabilities, uninterrupted, or compatible with all hardware, software, or third-party systems, except as expressly set forth in the limited warranty provided in Section 9.

7.2 Dependency on External Factors

The Client further acknowledges that software performance and functionality depend on a multiplicity of factors beyond the reasonable control of E-Tree Tech, including but not limited to: the Client's hosting environment and infrastructure; third-party dependencies, APIs, and services; user load and traffic patterns; Client-side configurations and modifications; network conditions; updates and policy changes by operating systems, app stores, and third-party platforms; and end-user hardware and behavior.

7.3 No Guarantee of Business Outcomes

E-Tree Tech makes no representations, warranties, or guarantees, express or implied, regarding specific business outcomes, including but not limited to user adoption rates, revenue generation, market success, return on investment, or commercial performance of the deliverables, unless such guarantees are expressly and unequivocally set forth in a written Service Level Agreement ("SLA") or Ancillary Agreement.

7.4 "As-Is" Disclaimer

Except as expressly provided herein or in an applicable Ancillary Agreement, all Services and deliverables are provided on an "as-is" and "as-available" basis. E-Tree Tech hereby disclaims, to the maximum extent permitted by applicable law, all warranties, whether express, implied, statutory, or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted operation.

8. Acceptance Testing and Deliverables

8.1 Delivery

E-Tree Tech shall deliver project deliverables in accordance with the milestones and specifications set forth in the applicable Ancillary Agreement.

8.2 User Acceptance Testing

Upon delivery of each milestone or deliverable, the Client shall have the period specified in the applicable Ancillary Agreement (or, if unspecified, ten (10) business days) to conduct UAT and provide written notice of any material non-conformities with the agreed specifications and acceptance criteria.

8.3 Deemed Acceptance

If the Client: (i) fails to provide written notice of material non-conformities within the UAT period; (ii) uses the deliverable in a production or live environment; or (iii) expressly accepts the deliverable in writing; the deliverable shall be deemed accepted by the Client.

8.4 Remediation of Defects

Upon timely notice of a material non-conformity, E-Tree Tech shall, at its own cost, use commercially reasonable efforts to remediate the non-conformity within a reasonable timeframe and redeliver the corrected deliverable for re-testing.

8.5 Defects vs. Change Requests

For the avoidance of doubt, defects (items that fail to meet the agreed specifications) shall be remediated at no additional cost during the warranty period, whereas new features, enhancements, or modifications beyond the agreed specifications shall constitute change requests and be billed in accordance with Section 6.6.

9. Limited Warranty and Maintenance

9.1 Limited Warranty Period

E-Tree Tech warrants that, for a period specified in the applicable Ancillary Agreement, or in the absence of such specification, thirty (30) days following acceptance of each deliverable (the "Warranty Period"), the deliverable shall materially conform to the agreed specifications.

9.2 Warranty Remedy

During the Warranty Period, E-Tree Tech shall, as the Client's sole and exclusive remedy, use commercially reasonable efforts to correct reproducible defects that result in material non-conformance with the specifications, at no additional cost to the Client.

9.3 Warranty Exclusions

The warranty set forth in this Section shall not apply to, and E-Tree Tech shall have no obligation with respect to, any non-conformance or defect arising from: (i) modifications, customizations, or alterations made to the deliverable by the Client or any third party; (ii) misuse, negligence, or unauthorized use of the deliverable; (iii) integrations with third-party systems not within the agreed scope; (iv) changes in the Client's operating environment, hosting infrastructure, or third-party dependencies; (v) failure by the Client to implement recommended updates, patches, or maintenance; or (vi) Client Materials or Client-supplied specifications that are inaccurate or defective.

9.4 Post-Warranty Maintenance

Upon expiration of the Warranty Period, E-Tree Tech's obligation to remedy defects shall cease unless the parties enter into a separate maintenance, support, or annual maintenance contract ("AMC") providing for ongoing services at mutually agreed fees.

10. Data, Hosting, Backups, and Compliance

10.1 Client Data Ownership

As between the parties, the Client shall retain all right, title, and interest in and to all data, content, and information it provides to or generates through the use of the deliverables ("Client Data"). E-Tree Tech shall process Client Data solely as necessary to perform the Services.

10.2 Hosting and Production Environment

Unless otherwise expressly agreed, the Client shall be solely responsible for: (i) procuring, provisioning, and maintaining production hosting infrastructure, cloud environments, databases, and third-party service subscriptions; (ii) configuring and securing the production environment; and (iii) all costs associated therewith.

10.3 Backups and Data Loss

The Client is solely responsible for implementing and maintaining adequate backup procedures for all Client Data and production systems. E-Tree Tech shall not be liable for any loss of data, content, or Client Data, regardless of cause, and the Client hereby waives any claim against E-Tree Tech with respect to the loss, corruption, or unavailability of Client Data.

10.4 Regulatory Compliance

The Client shall be solely responsible for ensuring that the deliverables, as configured and used by the Client, comply with all applicable laws and regulations relevant to the Client's business and end-users, including without limitation data protection and privacy laws (such as GDPR, CCPA, DPDP Act), healthcare regulations (such as HIPAA), financial regulations (such as PCI-DSS), and any industry-specific regulatory requirements. E-Tree Tech shall cooperate in good faith to support compliance efforts when such requirements have been communicated in writing and incorporated into the specifications.

10.5 Data Migration

Any data migration, data cleansing, or data import services required by the Client shall be scoped and priced separately unless expressly included in the applicable Ancillary Agreement.

11. Confidentiality

11.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, in electronic form, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: business strategies; financial information; marketing plans; customer data; trade secrets; proprietary methodologies; source code; object code; technical architecture; database schemas; API keys; authentication credentials; security tokens; infrastructure details; technical data; and all communications exchanged during the engagement.

11.2 Obligations

The Receiving Party shall: (i) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (ii) exercise at least the same degree of care in safeguarding Confidential Information as it exercises with respect to its own confidential information, but in no event less than a reasonable degree of care; and (iii) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, agents, or subcontractors bound by confidentiality obligations substantially similar to those herein.

11.3 Exclusions

The obligations set forth in this Section shall not apply to information that: (i) is or becomes publicly known through no wrongful act of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to disclosure; (iii) is lawfully obtained from a third party without breach of any confidentiality obligation; or (iv) is required to be disclosed pursuant to a valid order of a court or governmental authority, provided that the Receiving Party gives prompt written notice to the Disclosing Party to permit the Disclosing Party to seek a protective order.

11.4 Survival

The confidentiality obligations set forth in this Section shall survive the termination or expiration of this Agreement for a period of three (3) years, or such longer period as may be required by applicable law or, with respect to trade secrets and source code, indefinitely.

12. Third-Party Platforms, Dependencies, and Services

In connection with the provision of the Services, E-Tree Tech may utilize, integrate with, or otherwise rely upon third-party platforms, infrastructure, tools, services, APIs, and vendors, including without limitation: cloud infrastructure providers (such as Amazon Web Services, Google Cloud Platform, and Microsoft Azure); third-party APIs and SDKs; Open-Source Components and frameworks; payment gateways; authentication and identity providers; analytics and monitoring tools; email and communication services; app distribution platforms (including the Apple App Store and Google Play Store); and version control and collaboration platforms (collectively, "Third-Party Platforms").

The Client acknowledges and agrees that: (i) such Third-Party Platforms are operated independently of E-Tree Tech and are governed by their own terms of service, privacy policies, and pricing; (ii) E-Tree Tech shall not be responsible or liable for any changes, policy updates, service outages, suspensions, account terminations, API modifications, pricing changes, deprecations, or other actions undertaken by such Third-Party Platforms; (iii) E-Tree Tech shall not be liable for any rejection, removal, delay, or policy-driven modification of deliverables by any app distribution platform (including, without limitation, rejections from the Apple App Store or Google Play Store); and (iv) any disputes arising from the Client's use of, or interaction with, Third-Party Platforms shall be resolved directly between the Client and the applicable Third-Party Platform.

E-Tree Tech shall not be liable for any failure or delay in performance arising from the acts, omissions, pricing changes, or policies of any Third-Party Platform.

13. Limitation of Liability

13.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL E-TREE TECH, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OR CORRUPTION OF CLIENT DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR DIMINUTION IN VALUE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER E-TREE TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE AGGREGATE LIABILITY OF E-TREE TECH ARISING OUT OF OR RELATED TO THESE TERMS, ANY ANCILLARY AGREEMENT, OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT TO E-TREE TECH FOR THE SPECIFIC PROJECT, STATEMENT OF WORK, OR DELIVERABLE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

13.3 Specific Data Loss Exclusion

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, E-TREE TECH SHALL NOT BE LIABLE FOR ANY LOSS, CORRUPTION, OR UNAVAILABILITY OF CLIENT DATA, AND THE CLIENT EXPRESSLY ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR MAINTAINING ADEQUATE BACKUPS.

13.4 Essential Basis

The Client acknowledges that the limitations and exclusions set forth in this Section constitute an essential basis of the bargain between the parties and shall apply even if any limited remedy is found to have failed of its essential purpose.

14. Indemnification

14.1 Indemnification by the Client

The Client agrees to indemnify, defend, and hold harmless E-Tree Tech, its directors, officers, employees, agents, affiliates, and licensors from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (i) the Client's breach of these Terms or any Ancillary Agreement; (ii) the Client's violation of any law or regulation; (iii) any infringement claim arising from Client Materials or Client-specified components; (iv) the Client's use of the deliverables in a manner not expressly authorized herein or in violation of applicable law; (v) the Client's failure to comply with open-source license terms; or (vi) the Client's processing of end-user data in violation of applicable privacy or data protection laws.

14.2 Indemnification by E-Tree Tech for IP Infringement

Subject to the limitations set forth in Section 13, E-Tree Tech shall indemnify and defend the Client against any third-party claim that the Foreground IP, as delivered by E-Tree Tech and when used in accordance with this Agreement, directly infringes such third party's intellectual property rights. This indemnification shall not apply to claims arising from: (i) Open-Source Components; (ii) Client Materials or Client-specified components; (iii) modifications to the deliverables made by the Client or a third party; (iv) use of the deliverables in combination with products, software, or services not supplied or approved by E-Tree Tech; or (v) use of the deliverables outside the scope of the license or agreed specifications.

14.3 Procedure

The indemnified party shall: (i) promptly notify the indemnifying party of any claim for which indemnification is sought; (ii) grant the indemnifying party sole control of the defense and settlement of such claim; and (iii) provide reasonable cooperation in the defense thereof.

15. Termination

15.1 Termination for Convenience

Either party may terminate this Agreement or any Ancillary Agreement by providing prior written notice in accordance with the notice period set forth in the applicable Ancillary Agreement.

15.2 Termination for Cause

Either party may terminate this Agreement with immediate effect upon written notice if the other party: (i) materially breaches these Terms or any Ancillary Agreement and fails to cure such breach within thirty (30) days of receipt of written notice thereof; (ii) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (iii) ceases to conduct business in the ordinary course.

15.3 Effect of Termination

Upon termination:

• All outstanding fees, including for work completed up to the termination date, shall become immediately due and payable;
• Ownership and transfer of Foreground IP shall occur only upon full payment of all amounts due; in the absence of full payment, all rights in and to the Foreground IP and deliverables shall remain vested in E-Tree Tech;
• Subject to receipt of full payment, E-Tree Tech shall deliver work-in-progress materials, source code, documentation, and credentials to the Client in accordance with a mutually agreed handover procedure;
• Each party shall promptly return or destroy all Confidential Information of the other party, except as required to be retained by law or for archival purposes;
• E-Tree Tech shall cease performance of the Services; and
• Any provisions that by their nature are intended to survive termination—including without limitation Sections 4 (Intellectual Property), 6 (Fees), 7 (Performance Disclaimer), 9 (Limited Warranty), 10 (Data, Hosting, Backups), 11 (Confidentiality), 13 (Limitation of Liability), 14 (Indemnification), 16 (Non-Solicitation), 17 (Governing Law), and 18 (Dispute Resolution)—shall survive termination.

16. Non-Solicitation

During the term of any engagement between the parties and for a period of twelve (12) months following the termination or expiration of such engagement, the Client shall not, directly or indirectly, solicit for employment, hire, engage, or enter into any consultancy or contractor arrangement with any employee, contractor, or consultant of E-Tree Tech who was materially involved in the performance of the Services, without the prior written consent of E-Tree Tech. General employment advertisements not specifically targeted at E-Tree Tech personnel shall not constitute a breach of this Section.

In the event of a breach of this Section, the Client agrees to pay E-Tree Tech, as liquidated damages and not as a penalty, an amount equal to one hundred percent (100%) of the annual compensation (including salary and benefits) of the solicited or hired individual, reflecting the reasonable cost of recruitment, training, and knowledge transfer.

17. Force Majeure

Neither party shall be liable for any failure or delay in performance (excluding payment obligations) to the extent such failure or delay is caused by circumstances beyond such party's reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, strikes, pandemics, epidemics, governmental actions, internet or telecommunications failures, cyberattacks, or failures of Third-Party Platforms ("Force Majeure Event"). The affected party shall promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects.

18. Governing Law and Dispute Resolution

18.1 Governing Law

These Terms shall be governed by, construed, and enforced in accordance with the laws of India, without regard to its conflict of laws principles.

18.2 Jurisdiction

The parties hereby irrevocably submit to the exclusive jurisdiction of the competent courts located in India for the resolution of any disputes, claims, or controversies arising out of or in connection with these Terms or the Services.

18.3 Informal Resolution

Prior to initiating any formal legal proceedings, the parties agree to use good-faith efforts to resolve any dispute through informal negotiations for a period of not less than thirty (30) days from the date written notice of such dispute is delivered.

19. Modifications to the Terms

E-Tree Tech reserves the unilateral right to amend, modify, supplement, or otherwise revise these Terms at any time and in its sole discretion. Any such modifications shall be effective upon posting to the website with a revised "Last Updated" date. Material modifications may be communicated through additional means, such as email notification or a prominent notice on the Services. Your continued use of the Services following the posting of any modified Terms shall constitute your affirmative acceptance of such modifications. If you do not agree to the modified Terms, your sole and exclusive remedy is to discontinue use of the Services. Modifications to executed Ancillary Agreements shall require mutual written consent.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Privacy Policy and any Ancillary Agreements, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, representations, or agreements, whether written or oral.

20.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

20.3 Waiver

No waiver of any provision of these Terms shall be effective unless made in writing and signed by the waiving party. No waiver of any breach shall constitute a waiver of any subsequent breach.

20.4 Assignment

The Client may not assign, transfer, or delegate any of its rights or obligations under these Terms without the prior written consent of E-Tree Tech. E-Tree Tech may freely assign its rights and obligations hereunder, including in connection with a merger, acquisition, or sale of assets.

20.5 Relationship of the Parties

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Each party is an independent contractor.

20.6 Subcontracting

E-Tree Tech reserves the right to engage subcontractors, freelancers, or third-party service providers to perform any portion of the Services, provided that E-Tree Tech remains responsible for the performance of such subcontractors and shall bind them to confidentiality obligations consistent with those set forth herein.

20.7 Notices

All notices required or permitted under these Terms shall be in writing and delivered to the addresses specified in the applicable Ancillary Agreement or, in the absence thereof, to the contact details set forth in Section 21.

20.8 Headings

Section headings are for convenience of reference only and shall not affect the interpretation of these Terms.

21. Contact Information

For questions, concerns, clarifications, or notices pertaining to these Terms of Service, please contact us at:

E-Tree Tech

• 📧 Email: growth@etreetech.com
• 📞 Phone: +91-8800336578
• 🏢 Registered Address: Unit 146, Tower B2, Spaze iTech Park, Sector 49, Gurugram, Haryana 122018, India
• 🌐 Website: etreetech.com

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