Effective Date: August 1, 2026
These Terms of Service ("Terms") govern all custom software development and implementation services provided by Hotpath LLC, an Oregon limited liability company ("Hotpath," "Company," "we," "us"), to the client identified in an applicable Statement of Work ("Client," "you"). By executing a Statement of Work ("SOW") or engaging our services, you agree to these Terms. Each SOW, together with these Terms, forms the agreement for that project (the "Agreement"). If an SOW conflicts with these Terms, the SOW controls for that project.
Hotpath provides custom interface development (including React-based applications), integration with the GoHighLevel platform ("GHL") and related third-party services, and associated implementation and consulting services (the "Services"). Deliverables, scope, timeline, and fees are defined in each SOW.
3.1 Payment Structure. Unless the SOW states otherwise: fifty percent (50%) of the project fee is due upon SOW execution (the "Deposit"), and the remaining fifty percent (50%) is due upon delivery, subject to Section 7 (Acceptance).
3.2 Deposit. The Deposit is earned upon commencement of work and is non-refundable once work has commenced, except as expressly provided in Section 13.
3.3 Invoices. Invoices are due within seven (7) days of issuance. Late amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less.
3.4 Suspension for Non-Payment. If any invoice remains unpaid more than fourteen (14) days past due, Company may suspend work, withhold deliverables, and suspend any licenses granted under this Agreement until payment is received in full.
3.5 Expenses. Third-party costs required for the project (software licenses, hosting, platform fees) are Client's responsibility and will be identified in the SOW or approved in writing before being incurred.
4.1 Definitions.
"Client Materials" means data, content, branding, credentials, and other materials Client provides to Company.
"Pre-Existing IP" means all code, frameworks, libraries, components, templates, tools, methodologies, and know-how owned or developed by Company prior to or independently of the project, together with all modifications and improvements to them.
"Custom Deliverables" means the client-specific application layer, configurations, designs, and content created uniquely for Client under an SOW, excluding Pre-Existing IP.
4.2 Client Ownership. Upon payment in full of all fees due under the applicable SOW, Company assigns to Client all right, title, and interest in the Custom Deliverables.
4.3 Company Ownership. Company retains all right, title, and interest in the Pre-Existing IP. Nothing in this Agreement transfers ownership of Pre-Existing IP to Client.
4.4 License to Pre-Existing IP. Upon payment in full, Company grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use the Pre-Existing IP solely as embedded in and necessary to operate the Custom Deliverables. This license includes the right to sublicense to Client's own customers and end users as part of Client's white-labeled or rebranded offerings (see Section 4.6).
4.5 Client Materials. Client retains all ownership of Client Materials. Client grants Company a limited license to use Client Materials solely to perform the Services.
4.6 White-Label Rights. Unless the SOW states otherwise, Client may deploy, rebrand, and resell the Custom Deliverables (with embedded Pre-Existing IP as licensed in Section 4.4) to Client's own customers as part of Client's service offerings. Client may not: (a) resell, distribute, or license the Pre-Existing IP on a standalone basis; (b) provide the source code of Pre-Existing IP to any third party; or (c) use the deliverables to create a competing productized offering for sale to other development agencies. Broader or exclusive rights may be granted in an SOW for additional fees.
4.7 Portfolio Rights. Company may identify Client as a customer and display non-confidential, anonymized screenshots of deliverables in Company's portfolio and marketing materials, unless Client opts out in writing.
5.1 Client Cooperation. Client will provide timely access, feedback, approvals, credentials, and Client Materials reasonably required for the Services. Delays caused by Client extend timelines accordingly and may result in additional fees for extended project duration.
5.2 Third-Party Platform Dependence. Client acknowledges the deliverables depend on third-party platforms, including GHL, that Company does not control. Client is responsible for maintaining its own accounts with such platforms in good standing. Company is not responsible for, and provides no warranty against, third-party platform outages, API changes, feature deprecations, pricing changes, or account suspensions, or any resulting effect on the deliverables.
5.3 Client Representations. Client represents and warrants that: (a) it has all rights necessary to provide the Client Materials; (b) the Client Materials and Client's use of the deliverables do not and will not infringe any third party's rights or violate any applicable law; and (c) Client's use of third-party platforms complies with those platforms' terms of service.
Changes to scope require a written change order (email sufficient) describing the change, any fee adjustment, and any timeline impact. Out-of-scope work performed at Client's request without a change order is billed at $150/hour.
7.1 Delivery. Delivery dates are good-faith estimates, not guarantees. Company will make commercially reasonable efforts to meet them.
7.2 Acceptance. Upon delivery, Client has ten (10) business days (the "Review Period") to test the deliverables against the SOW specifications. Deliverables are deemed accepted upon the earlier of: (a) Client's written acceptance; (b) expiration of the Review Period without written notice of material nonconformity; or (c) Client's use of the deliverables in production.
7.3 Cure. If Client provides written notice of material nonconformity within the Review Period, Company will use commercially reasonable efforts to correct the nonconformity within fourteen (14) days, after which a new Review Period of five (5) business days applies.
8.1 Limited Warranty. Company warrants that, for thirty (30) days following acceptance, the deliverables will materially conform to the specifications in the SOW. Company's sole obligation, and Client's exclusive remedy, for breach of this warranty is repair of the nonconformity at no charge.
8.2 Exclusions. The warranty does not cover issues caused by: modifications not made by Company; misuse; Client Materials; or third-party platforms, services, or changes thereto (including GHL API changes).
8.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTION 8.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT THEY WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT OR REVENUE OUTCOME.
9.1 By Client. Client will defend, indemnify, and hold harmless Company from and against any third-party claims, damages, and costs (including reasonable attorneys' fees) arising from: (a) Client Materials; (b) Client's use of the deliverables in violation of this Agreement or applicable law; or (c) Client's products, services, or relationships with its own customers.
9.2 By Company. Company will defend, indemnify, and hold harmless Client from and against any third-party claims that the Custom Deliverables, as delivered by Company and used as authorized, infringe a United States copyright or misappropriate a trade secret; provided that Company's total indemnification liability is subject to Section 10, and this obligation does not apply to claims arising from Client Materials, third-party platforms, combinations not supplied by Company, or modifications not made by Company.
9.3 Procedure. The indemnified party must give prompt written notice of any claim, allow the indemnifying party sole control of the defense, and provide reasonable cooperation.
10.1 Cap. COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THE APPLICABLE SOW.
10.2 Exclusion. NEITHER PARTY IS LIABLE FOR LOST PROFITS, LOST DATA, LOSS OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 Exceptions. The limitations in this Section do not apply to Client's payment obligations, either party's indemnification obligations under Section 9, or a party's breach of Section 11 (Confidentiality).
Each party will protect the other's non-public business, technical, and financial information ("Confidential Information") with reasonable care, use it only to perform under this Agreement, and not disclose it to third parties, for two (2) years following project completion. Exclusions: information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law (with prompt notice to the other party where legally permitted).
Ongoing support and maintenance are not included unless purchased separately or specified in the SOW. Deliverables are provided as built; Company has no obligation to maintain compatibility with future third-party platform changes absent a separate support agreement.
13.1 Termination by Client. Client may terminate an SOW at any time with written notice. Client will pay for all work performed and non-cancellable costs incurred through the termination date. If work has not commenced, Company will refund the Deposit less any costs already incurred.
13.2 Termination by Company. Company may terminate for Client's non-payment (uncured fourteen (14) days after written notice) or material breach (uncured thirty (30) days after written notice).
13.3 Effect. Upon termination, Company will deliver work-in-progress in its current state upon payment of all amounts due. No licenses under Section 4 become effective until all fees for the applicable deliverables are paid in full.
13.4 Survival. Sections 4, 8.3, 9, 10, 11, 14, and 15 survive termination.
14.1 Governing Law. This Agreement is governed by the laws of the State of Oregon, without regard to conflict-of-law principles.
14.2 Negotiation. The parties will first attempt in good faith to resolve any dispute through direct negotiation for thirty (30) days after written notice of the dispute.
14.3 Arbitration. Any dispute not resolved by negotiation shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Salem, Oregon. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court for breaches of Sections 4 or 11.
14.4 Attorneys' Fees. The prevailing party in any dispute is entitled to recover its reasonable attorneys' fees and costs, including collection costs.
15.1 Independent Contractor. Company is an independent contractor. Company is solely responsible for its own taxes, insurance, and business expenses. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency.
15.2 Assignment. Client may not assign this Agreement without Company's prior written consent, except to a successor in connection with a merger or sale of substantially all assets. Company may use subcontractors, remaining responsible for their work.
15.3 Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control, including natural disasters, internet or utility failures, third-party platform outages, or governmental action. Payment obligations are not excused.
15.4 Notices. Legal notices must be in writing and delivered by email with confirmation of receipt: to Company at [email protected]; to Client at the email listed in the SOW.
15.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remainder of the Agreement remains in effect.
15.6 Waiver. Failure to enforce any provision is not a waiver of it.
15.7 Entire Agreement. These Terms and the applicable SOW constitute the entire agreement between the parties regarding the project and supersede all prior discussions. Amendments must be in writing and signed (or agreed by email) by both parties.