TERMS AND CONDITIONS
Last Updated: March 24, 2025
These Terms and Conditions ("Terms") govern the purchase, use, and provision of services related to the Threvi SaaS boilerplate ("Software") provided by Two Cents Software L.L.C-FZ ("Company", "we", "our", or "us").
1. ACCEPTANCE OF TERMS
By purchasing, downloading, installing, or using the Software, or engaging our consultancy services, you agree to be bound by these Terms. If you do not agree to these Terms, do not purchase, download, install, or use the Software.
2. SOFTWARE LICENSE
Use of the Software is governed by the Threvi Proprietary Software License Agreement ("License Agreement"). The License Agreement is incorporated by reference into these Terms. In the event of any conflict between these Terms and the License Agreement, the License Agreement shall prevail with respect to the use of the Software.
3. SERVICES
3.1 Consultancy Services and Project Repository
In addition to the Software license, we may provide consultancy services to customize the Software to meet your specific requirements ("Consultancy Services"). These services are provided under the following terms:
a) Scope of Work: The specific scope, deliverables, timeline, and costs of Consultancy Services will be defined in a separate statement of work or service agreement.
b) Client Cooperation: You agree to provide timely and accurate information, feedback, and access necessary for us to provide the Consultancy Services.
c) Change Requests: Any changes to the agreed scope of work must be documented and may result in additional fees and timeline adjustments.
d) Project Repository: Following the initial consultation, we will create a personalized version of the MVP in a private GitHub repository. This repository will contain both the backend and frontend components in an integrated monorepo structure that allows for independent deployment while maintaining development coherence. You will be granted access to this repository according to the terms of the License Agreement.
3.2 Support Services
Unless specified in a separate agreement, the purchase of the Software license does not include support services. Support services may be purchased separately and will be governed by separate terms.
4. FEES AND PAYMENT
4.1 License Fees
The fees for the Software license ("License Fees") are as specified at the time of purchase. License Fees are non-refundable unless otherwise specified in writing.
4.2 Consultancy Fees
Fees for Consultancy Services ("Consultancy Fees") will be specified in the applicable statement of work or service agreement.
4.3 Taxes
All fees are exclusive of taxes. You are responsible for all applicable taxes, except for taxes based on our net income.
5. INTELLECTUAL PROPERTY
5.1 Company Intellectual Property
The Software, including all intellectual property rights therein, is owned by Two Cents Software L.L.C-FZ and is protected by copyright and other intellectual property laws. Except as expressly licensed to you, we retain all rights, title, and interest in and to the Software.
5.2 Custom Development, Client Repositories, and MVP Ownership
For custom development performed as part of Consultancy Services:
a) Boilerplate Ownership: The Threvi Software boilerplate and its core components remain the intellectual property of Two Cents Software L.L.C-FZ and are licensed to you under the License Agreement.
b) MVP Application Ownership: The resulting MVP application built on top of the boilerplate is owned by you. This includes all custom features, business logic, and specific implementations created for your project, whether developed by you independently or by Two Cents Software L.L.C-FZ as part of our consultancy services.
c) Client Repository: After initial consultation, we will create a personalized version of the MVP in a private GitHub repository containing both backend and frontend components. This repository structure is designed to allow for independent deployment of components while maintaining integration during development. While the repository structure and base boilerplate remain subject to our License Agreement, the resulting MVP application and all custom development within it is your property.
d) Commercialization Rights: You have the right to use, modify, distribute, and commercialize your MVP application without additional payments to us beyond the initial license fee and agreed-upon consultancy services.
5.3 Feedback
If you provide us with ideas, suggestions, or recommendations regarding the Software ("Feedback"), you grant us a non-exclusive, royalty-free, perpetual, irrevocable right to use, disclose, reproduce, license, distribute, and exploit such Feedback without restriction or obligation.
6. CONFIDENTIALITY
6.1 Definition
"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by other means, 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.
6.2 Obligations
The Receiving Party agrees to:
a) Use the Confidential Information only for purposes consistent with these Terms.
b) Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
c) Not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, and advisors who need to know and who are bound by similar confidentiality obligations.
6.3 Exclusions
The confidentiality obligations do not apply to information that:
a) Is or becomes publicly available through no fault of the Receiving Party.
b) Was known to the Receiving Party prior to receipt from the Disclosing Party.
c) Is rightfully received from a third party without a duty of confidentiality.
d) Is independently developed by the Receiving Party without use of the Confidential Information.
e) Is required to be disclosed by law or court order, provided the Receiving Party gives the Disclosing Party prompt notice and cooperates with any efforts to contest or limit such disclosure.
7. WARRANTIES AND DISCLAIMERS
7.1 Limited Warranty for Consultancy Services
We warrant that the Consultancy Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.
7.2 Disclaimer of Warranties for Software
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY OTHER SOFTWARE, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
8. LIMITATION OF LIABILITY
8.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA LOSS, OR OTHER LOSSES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
9. TERM AND TERMINATION
9.1 Term
These Terms remain in effect until terminated as provided herein.
9.2 Termination
a) Termination for Convenience: You may terminate these Terms at any time by ceasing all use of the Software and destroying all copies.
b) Termination for Cause: Either party may terminate these Terms if the other party materially breaches these Terms and fails to cure such breach within 30 days after receiving written notice of the breach.
9.3 Effect of Termination
Upon termination:
a) All licenses granted under these Terms will terminate.
b) You must cease all use of the Software and destroy all copies.
c) Any outstanding payments will become immediately due.
9.4 Survival
The following sections will survive termination: Intellectual Property, Confidentiality, Warranties and Disclaimers, Limitation of Liability, and any other provisions that by their nature should survive termination.
10. ELIGIBILITY AND USER RESTRICTIONS
10.1 Minimum Age
You must be at least 18 years of age to use the Software or engage our Services. By using the Software or Services, you represent and warrant that you are at least 18 years old. If you are under 18 years old, you may not use the Software or Services under any circumstances.
10.2 Compliance with Laws
You agree to use the Software and Services in compliance with all applicable laws, regulations, and third-party rights. You are solely responsible for ensuring that your use of the Software complies with applicable law in your jurisdiction.
10.3 Prohibited Activities
You agree not to:
a) Use the Software for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
b) Attempt to circumvent or bypass any security measures implemented in the Software.
c) License, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Software without our prior written consent.
d) Modify, make derivative works of, disassemble, decompile, or reverse engineer any part of the Software, except as expressly permitted by applicable law.
e) Use the Software in any manner that could damage, disable, overburden, or impair our services or networks.
f) Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Software or to extract data.
g) Use the Software to infringe the intellectual property rights of others, or to violate the privacy, publicity, or other personal rights of third parties.
11. DATA PROTECTION AND PRIVACY
11.1 Data Processing
In providing the Software and Services, we may process personal data as defined by applicable data protection laws. Our processing of such data will be in accordance with our Privacy Policy, which is incorporated by reference into these Terms.
11.2 Customer Data
You retain all rights to any data, information, or material that you upload, input, or otherwise provide through your use of the Software ("Customer Data"). You grant us a non-exclusive, worldwide, royalty-free license to use, process, and store Customer Data solely as necessary to provide the Software and Services to you.
11.3 Security Measures
We implement reasonable security measures designed to protect Customer Data from unauthorized access, disclosure, alteration, or destruction. However, no security system is impenetrable, and we cannot guarantee the security of our systems or your Customer Data.
12. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Two Cents Software L.L.C-FZ and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from or relate to: (a) your use of the Software; (b) your violation of these Terms; (c) your violation of any rights of any third party; or (d) your Customer Data.
13. MISCELLANEOUS
13.1 Entire Agreement
These Terms, together with the License Agreement and any statements of work or service agreements, constitute the entire agreement between you and us regarding the subject matter hereof and supersede all prior or contemporaneous oral or written agreements.
13.2 Amendments
We may update these Terms from time to time. The most current version will be posted on our website. Your continued use of the Software after any changes indicates your acceptance of the updated Terms.
13.3 Assignment
You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction.
13.4 Force Majeure
Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
13.5 Relationship of Parties
Nothing in these Terms creates any agency, partnership, or joint venture between you and us.
13.6 Notices
All notices must be in writing and will be deemed given when delivered personally, sent by confirmed email, or sent by nationally recognized overnight courier or certified mail to the address specified by the recipient.
13.7 Waiver
No failure or delay in exercising any right under these Terms will constitute a waiver of that right.
13.8 Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
13.9 Governing Law and Jurisdiction
These Terms will be governed by and construed in accordance with the laws of the United Arab Emirates and the Emirate of Dubai, without regard to its conflict of laws principles. Any dispute arising from these Terms will be subject to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates.
13.10 Export Compliance
You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce.
By purchasing, downloading, installing, or using the Software, or engaging our Consultancy Services, you acknowledge that you have read these Terms, understand them, and agree to be bound by them.
Two Cents Software L.L.C-FZ
Meydan Grandstand, 6th floor, Meydan Road
Nad Al Sheba, Dubai, U.A.E.