Terms and Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Whitethorn Games, Inc. ("Company," "we," "our," or "us"), a corporation organized under the laws of the Commonwealth of Pennsylvania, with its principal place of business at 11 E 12TH ST, ERIE, PA 16501-1905.

By accessing our website, submitting a project inquiry, executing a Statement of Work ("SOW"), or otherwise engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

If you do not agree to these Terms, you must immediately cease use of our website and refrain from engaging our services. We reserve the right to update these Terms at any time with notice provided via email or website posting.

2. Description of Services

Whitethorn Games, Inc. provides custom software development and related technology services, including but not limited to: custom CRM development, enterprise software development, mobile application development, SaaS platform development, cloud infrastructure setup, website and web application development, e-commerce development, UI/UX design, API integration, AI automation solutions, chatbot development, software modernization, SEO optimization, digital marketing, technical support, database architecture, cybersecurity consulting, DevOps services, ERP development, business process automation, data analytics, custom dashboards, payment system integration, and performance optimization.

The specific scope of services for each engagement is defined in a mutually executed Statement of Work (SOW) or Master Services Agreement (MSA). In the event of any conflict between these Terms and a signed SOW or MSA, the signed SOW or MSA shall govern with respect to that specific engagement.

We reserve the right to modify, suspend, or discontinue any service at any time with reasonable notice to affected clients. We shall not be liable for any modification, suspension, or discontinuation of services outside of active contractual obligations.

3. Client Responsibilities

To enable successful project delivery, the Client agrees to:

• Provide complete, accurate, and timely project requirements, specifications, and feedback
• Designate a primary point of contact with authority to make project decisions
• Respond to requests for information, approvals, and reviews within the timeframes specified in the SOW (typically 3–5 business days)
• Provide necessary access to systems, credentials, APIs, and third-party services required for project completion
• Ensure that all content, data, and materials provided to us do not infringe upon the intellectual property rights of any third party
• Make payments according to the agreed payment schedule
• Conduct user acceptance testing (UAT) within the specified review windows
• Notify us promptly of any changes in project scope, requirements, or business objectives

Client delays in fulfilling these responsibilities may result in project timeline extensions. We shall not be held responsible for missed deadlines attributable to Client inaction or delayed approvals. Additional charges may apply for delays exceeding 10 business days.

4. Intellectual Property

4.1 Client-Owned Deliverables

Upon receipt of full payment for a project, Whitethorn Games, Inc. assigns to the Client all right, title, and interest in and to the custom software, code, designs, and deliverables specifically created for that project ("Work Product"), including all associated intellectual property rights. This assignment is subject to the exclusions described in Section 4.2.

4.2 Company-Retained Rights

Whitethorn Games, Inc. retains all rights to:

• Pre-existing proprietary frameworks, libraries, tools, and methodologies developed prior to or independent of the Client engagement
• General-purpose development utilities, boilerplate code, and architectural patterns not specific to the Client's project
• Internal processes, workflows, and know-how developed during the engagement
• Any third-party open-source components incorporated into the deliverables (subject to their respective open-source licenses)

The Client is granted a non-exclusive, perpetual, royalty-free license to use any retained Company components incorporated into the Work Product.

4.3 Portfolio Rights

Unless the Client requests confidentiality in writing prior to project commencement, Whitethorn Games, Inc. reserves the right to reference the Client's name, project type, and general outcomes in our portfolio, marketing materials, and case studies. We will not disclose proprietary business information or trade secrets without prior written consent.

5. Software Licensing

Any third-party software, frameworks, plugins, or libraries incorporated into project deliverables are subject to their respective license agreements. The Client acknowledges responsibility for complying with all applicable third-party license terms. We will document all third-party dependencies and their licenses in the project handover documentation.

For SaaS platforms and subscription-based software products, the Client's right to use the software is governed by a separate Software License Agreement executed at the time of delivery. Unauthorized copying, distribution, modification, or reverse engineering of licensed software is strictly prohibited.

6. Payments and Billing

6.1 Payment Terms

Unless otherwise specified in the SOW, the standard payment schedule is: 50% of the total project fee due upon execution of the SOW ("Kickoff Payment"), with the remaining 50% due upon project completion and delivery. For projects exceeding $20,000, milestone-based payment schedules are available and will be specified in the SOW.

6.2 Invoicing

Invoices are issued electronically to the billing contact designated by the Client. Payment is due within 15 days of invoice date unless otherwise agreed in writing. We accept payment via bank transfer (ACH/wire), major credit cards (Visa, Mastercard, American Express), and business check.

6.3 Late Payments

Invoices not paid within 15 days of the due date are subject to a late fee of 1.5% per month (18% annually) on the outstanding balance, or the maximum rate permitted by Pennsylvania law, whichever is lower. We reserve the right to suspend active development work on any project with an outstanding overdue balance exceeding 15 days.

6.4 Disputed Invoices

If the Client disputes any portion of an invoice, written notice of the dispute must be provided within 7 days of receipt. Undisputed portions of the invoice remain due on the original payment date. We will work in good faith to resolve billing disputes within 15 business days.

7. Project Timelines

Project timelines are estimates based on the scope defined in the SOW and assume timely Client cooperation, feedback, and approvals. All timelines are subject to change due to: scope changes requested by the Client, delays in Client-provided materials or approvals, unforeseen technical complexities, force majeure events, or third-party service dependencies outside our control.

Any modification to the project scope, features, or requirements after SOW execution constitutes a Change Order, which must be approved in writing by both parties and may result in timeline extensions and additional fees. We will provide written notice of timeline impacts within 3 business days of identifying a potential delay.

8. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information disclosed in connection with the engagement ("Confidential Information"), including but not limited to business strategies, technical specifications, financial information, client lists, proprietary processes, and trade secrets. This obligation survives termination of the engagement for a period of five (5) years.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this agreement; (b) was independently developed by the receiving party without use of the disclosing party's Confidential Information; (c) was lawfully obtained from a third party without restriction; or (d) is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice.

We require all team members and contractors working on Client projects to execute non-disclosure agreements (NDAs) prior to accessing any Client Confidential Information.

9. Warranties and Disclaimers

9.1 Limited Warranty

Whitethorn Games, Inc. warrants that all Work Product will be free from material defects in workmanship for a period of thirty (30) days following final delivery ("Warranty Period"). During the Warranty Period, we will correct any material bugs or defects in the delivered software at no additional charge, provided the defects are reported in writing within the Warranty Period and are not attributable to Client modifications, misuse, or third-party system changes.

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OPERATION. WE DO NOT WARRANT THAT SOFTWARE WILL BE ERROR-FREE OR THAT ALL DEFECTS WILL BE CORRECTED.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WHITETHORN GAMES, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO A SPECIFIC ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US FOR THAT SPECIFIC ENGAGEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless Whitethorn Games, Inc. and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's breach of these Terms; (b) the Client's use of the delivered software in violation of applicable law; (c) any content or data provided by the Client that infringes the intellectual property or privacy rights of a third party; or (d) the Client's negligence or willful misconduct.

12. Termination

12.1 Termination for Convenience

Either party may terminate an active engagement with 30 days' written notice. Upon termination for convenience, the Client shall pay for all work completed and materials procured up to the termination date, calculated on a pro-rated basis against the total project fee. Any non-refundable third-party costs incurred on behalf of the Client remain the Client's responsibility.

12.2 Termination for Cause

Either party may terminate the engagement immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 15 days of receiving written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy; or (c) engages in fraudulent, illegal, or grossly negligent conduct.

12.3 Effect of Termination

Upon termination, each party shall return or destroy the other's Confidential Information. Work Product created up to the termination date will be delivered to the Client upon receipt of all outstanding payments. Sections covering intellectual property, confidentiality, limitation of liability, indemnification, and governing law shall survive termination.

13. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including but not limited to: acts of God, natural disasters, pandemics, government actions, civil unrest, power outages, internet service disruptions, cyberattacks by third parties, or labor disputes. The affected party must provide written notice within 5 business days of the force majeure event and take reasonable steps to mitigate its impact.

14. Dispute Resolution

The parties agree to attempt to resolve any dispute arising out of or relating to these Terms or the services through good-faith negotiation for a period of 30 days before initiating formal proceedings. If negotiation fails, disputes shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Erie, Pennsylvania. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, particularly in matters involving intellectual property or confidentiality obligations.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions. For matters not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Erie County, Pennsylvania.

16. Support Terms

Post-launch technical support is available through our Support Services packages, described on our Pricing page. Standard support packages include business-hours email support with a 24-hour response SLA. Premium support packages include 24/7 monitoring, dedicated account management, and a 4-hour emergency response SLA. Support terms are governed by a separate Support Services Agreement.

17. Modifications to Services

We reserve the right to modify our service offerings, pricing, processes, and these Terms at any time. Material changes will be communicated to active clients via email with a minimum of 30 days' notice. Continued use of our services following the effective date of any modification constitutes acceptance of the updated terms.

18. Third-Party Services

Our services may involve the integration of third-party platforms, APIs, and services (e.g., Stripe for payments, AWS for hosting, Twilio for communications). We are not responsible for the availability, performance, or terms of service changes of third-party providers. Costs for third-party services required for project delivery are the Client's responsibility and will be documented in the SOW.

19. Data Usage in Development

In the course of development and testing, we may require access to sample data or test environments. We will not use Client production data for testing without explicit written consent. Any Client data accessed during the engagement is treated as Confidential Information and handled in accordance with our Privacy Policy and applicable data protection laws.

20. Contact Information

For questions regarding these Terms and Conditions, please contact:

• Company: Whitethorn Games, Inc.
• Address: 11 E 12TH ST, ERIE, PA 16501-1905, United States
• Email: ceo@whitethorngamesinc.com