Terms of Service
Last Updated: February 2026
1. Introduction
Welcome to Datably, Inc. ("Datably," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our website, as well as the custom software development, managed infrastructure (application hosting), and support services (collectively, the "Services") provided by Datably, Inc. to you ("Client," "you," or "your").
By accessing our website or engaging our Services, you agree to be bound by these Terms. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.
2. Services Provided
Datably, Inc. provides software development, technology consulting, and infrastructure management. The specific scope of work, deliverables, timelines, and fees for a project will be detailed in a separate Statement of Work ("SOW") or Order Form, which, when signed by both parties, becomes incorporated into these Terms by reference.
2.1 Custom Software Development
We agree to design and develop custom software solutions ("Developer Software") as described in the applicable SOW. The Developer Software may include preexisting know-how, generic or non-unique software components, libraries, and third-party tools owned by Datably or its licensors ("Preexisting Materials").
2.2 Managed Infrastructure & App Hosting
We provide managed infrastructure services to host your applications. This includes server maintenance, security patching, uptime monitoring, and performance optimization.
Service Level Agreement (SLA): We will make commercially reasonable efforts to ensure the hosted environment is available 99.9% uptime, excluding scheduled maintenance. Specific uptime guarantees and credits, if any, will be defined in the SOW.
Limitation: You are responsible for ensuring your application code and data comply with our Acceptable Use Policy and all applicable laws.
2.3 Support and Maintenance
Post-launch support and maintenance (e.g., bug fixes, minor updates) are available as outlined in the SOW or a separate Support Agreement. Support does not include new feature development unless explicitly purchased.
3. Client Responsibilities
To enable us to provide the Services, you agree to:
- Provide timely access to any required third-party accounts, APIs, design assets, or content.
- Ensure that any content or data you provide to us, or process using our Services, complies with all applicable laws and regulations.
- Designate a point of contact (the "Client Representative") to facilitate communication and decisions.
- Maintain the security of your login credentials for any dashboards we provide.
4. Intellectual Property Rights
4.1 Ownership of Custom Portions
The parties recognize and agree that the code, graphics, data, or documentation comprising the Developer Software, other than the Preexisting Materials and any inventions made during the course of performance (collectively, the "Custom Portions"), is a "work made for hire." Provided that Client makes payment in full of all amounts required under the SOW, Client shall be deemed the sole author of the Custom Portions of the Developer Software.
4.2 Preexisting Materials and Inventions
Client expressly recognizes that it is not and will not be the author or owner of any Preexisting Materials or any inventions, discoveries, trade secrets, know-how, improvements, enhancements, developments, software components, structures, architectures, subroutines, functions, algorithms, or formulas made, developed, or perfected during the course of performance of the Services (collectively, "Inventions").
Datably hereby grants Client a personal, royalty-free, non-exclusive, non-transferable, perpetual right and license (so long as Client makes payment as aforesaid) to use and modify the Preexisting Materials and the Inventions, and to sublicense and distribute the Preexisting Materials and the Inventions as part of, but only as a part of, the sublicensing and/or distribution of any of the Developer Software to third parties.
4.3 Client's Proprietary Work
Client shall be deemed the author or owner of any trademarks, trade names, logos, graphics, or data provided by Client and incorporated into the Developer Software ("Client's Proprietary Work").
4.4 Feedback
If you provide us with suggestions or feedback regarding our Services, we may use such feedback without obligation to you.
5. Fees and Payment
Fees: Client agrees to pay the fees as set forth in the SOW or Order Form.
Invoicing: Unless otherwise agreed, fees will be invoiced as described in the SOW. Invoices shall be payable within thirty (30) days of receipt.
Late Payment: A late charge of 1.5% will be added monthly (18% per annum) to any outstanding balance that is past due. If payment is more than thirty (30) days overdue, we reserve the right to suspend Services (including hosting) until payment is received in full.
Out-of-Pocket Expenses: Client shall reimburse Datably for all reasonable out-of-pocket expenses incidentally incurred (e.g., travel) provided that such expenses have been approved in advance by the Client Representative.
6. Change Requests
Requests by Client for a change to the specifications set out in the applicable SOW (a "Change Request") will be subject to mutual agreement of the parties. Upon receipt of a Change Request, Datably will promptly advise Client of the resultant impact on the cost and scheduled delivery dates. Any additional work caused by the changes set out in the Change Request will be billed at Datably's standard hourly consulting rates plus expenses.
7. Testing and Acceptance
Client and Datably shall jointly conduct testing from time to time during the performance of the Services with respect to all deliverables. Such testing shall be performed in accordance with the Acceptance Criteria (if any) specified in the applicable SOW.
8. Confidential Information
Each of the parties recognizes that it will come into possession of information that comprises valuable trade secrets and other confidential information ("Confidential Information") which is exclusively owned by the other party. Both parties agree that they shall not disclose Confidential Information to any third party during the term of this Agreement and at all times following the termination or expiration of this Agreement. The parties may, however, disclose Confidential Information to employees and subcontractors who need access in order to perform the Services, provided such individuals are bound by similar confidentiality obligations.
9. Warranties and Disclaimers
9.1 Limited Warranty
Datably warrants that the Services will be performed in a professional and workmanlike manner and will substantially conform with the description of Services set forth in the applicable SOW.
During the warranty period specified in the SOW (or, in the absence of such specification, for a period of ninety (90) days after the date of completion of performance), Datably warrants that all Developer Software will not fail to execute its programming instructions due to defects in materials and workmanship when properly installed and used as directed.
9.2 Warranty Disclaimer
EXCEPT AS PROVIDED IN THIS SECTION, ALL SERVICES AND ALL DEVELOPER SOFTWARE ARE DELIVERED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND (EXPRESS, IMPLIED, OR STATUTORY) TO CLIENT OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: (1) MERCHANTABILITY; (2) FITNESS FOR A PARTICULAR PURPOSE; (3) EFFORT TO ACHIEVE PURPOSE; (4) QUALITY; OR (5) ACCURACY. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR INTERRUPTION OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL DATABLY'S TOTAL LIABILITY TO CLIENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO DATABLY DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT.
11. Indemnification
11.1 Indemnification by Datably
Datably shall defend, indemnify, and hold Client harmless from any and all expenses (including legal expenses and court costs), losses, costs, damages, or liabilities arising from any claim that the Developer Software provided under this Agreement infringes any U.S. or foreign Intellectual Property Rights of others.
11.2 Indemnification by Client
Client agrees to defend and indemnify Datably against any claims arising from (a) Client's Proprietary Work or data processed by the Services, or (b) Client's breach of these Terms.
12. Term and Termination
Term: These Terms commence on the date of the first SOW and continue until terminated as provided herein.
Termination for Convenience: Either party may terminate an SOW if the other party materially breaches the agreement and fails to cure such breach within thirty (30) days of written notice.
Effect of Termination: Upon termination, Client must pay all fees due up to the date of termination. Datably will provide the final work product for which payment has been received. Within thirty (30) days of termination, Client is responsible for exporting its data from our hosted infrastructure, after which we reserve the right to delete data permanently.
13. Mutual Non-Solicitation
During the term of this Agreement, and for a period of two years after the termination of this Agreement, both parties mutually agree not to hire or to solicit the employment of any person who (a) at the time of such solicitation or hiring is presently an employee of either party, or (b) at any time within one year prior to such solicitation or hiring has been an employee of the other party and directly or indirectly associated with the work effort under this Agreement.
14. Force Majeure
Non-performance by either party will be excused to the extent that such performance is rendered impossible or delayed by acts of God, public enemy, acts of government, fires, floods, earthquakes, natural disasters, explosions, embargoes, labor stoppages, delays of suppliers, or any other causes beyond the control of such party.
15. Governing Law and Dispute Resolution
The construction, validity, and performance of these Terms shall be governed by, and construed in accordance with, the laws of the State of Tennessee, without regard to its conflict of laws principles.
Any dispute arising under these Terms that the parties cannot resolve through good-faith negotiations shall be submitted to binding arbitration in accordance with the then prevailing Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The place of arbitration shall be in the City and County of Chattanooga, in the State of Tennessee. The prevailing party shall be entitled to recover all attorneys' fees and costs.
16. General Provisions
Entire Agreement: These Terms, together with any SOWs and Order Forms, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements.
Amendment: These Terms may only be amended, modified, or waived in writing signed by a duly authorized representative of Datably.
Severability: If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect.
Relationship of Parties: The relationship of Datably and Client established by these Terms is solely that of independent contractors. Nothing herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties.