Two Cents Software L.L.C-FZ
Last Updated: January 2025
These Terms and Conditions ("Terms") govern your access to and use of the Two Cents Software website at www.twocents.software ("Website"), customer portal at portal.twocents.software ("Portal"), purchase of our software products, and engagement of our consultancy services provided by Two Cents Software L.L.C-FZ ("Company", "we", "our", or "us").
By accessing or using our Website, Portal, purchasing our products, or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use our Website, Portal, products, or services.
You must be at least 18 years of age to purchase our Products or Services. By using our Website, Portal, or purchasing our Products 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 our Website, Portal, Products, or Services under any circumstances.
We offer the following software products:
Each Software Product is governed by its own separate license agreement ("License Agreement"). By purchasing a Product, you agree to be bound by the applicable License Agreement. The License Agreements are incorporated by reference into these Terms.
In the event of any conflict between these Terms and a License Agreement regarding the use of a Software Product, the License Agreement shall prevail.
Software Products are available under two license types:
Full details of what each license type permits are specified in the applicable License Agreement.
Upon successful purchase, you will receive:
You can download your purchased Products through the Portal. Products are delivered as source code files in compressed (zip) format.
You will have unlimited access to the Portal to:
Portal access continues even after your 12-month update period expires. However, you will only be able to download product versions that were released before the end of your update period.
Each Product purchase includes:
After the 12-month update period expires:
All Software Product sales are final. Due to the nature of source code products, we do not offer refunds once the Product has been delivered and you have gained access to the source code. We cannot verify deletion of downloaded source code, and therefore all purchases are non-refundable.
Please carefully review product documentation, demos, and descriptions before purchasing to ensure the Product meets your needs.
We offer the following consultancy services, sold separately from our Software Products:
Consultancy Services are provided under separate consulting agreements that specify:
These Terms provide the general framework, but specific project terms will be documented in separate agreements.
When engaging our Consultancy Services, you agree to:
Any changes to the agreed scope of work must be documented in writing. Change requests may result in:
We will provide written estimates for change requests before proceeding with the work.
For custom development performed as part of Consultancy Services:
a) Software Products IP: If our Consultancy Services involve use of our Software Products (Two Cents Software UI or Stack), those Products remain our intellectual property and are licensed to you under the applicable License Agreement.
b) Custom Development IP: All custom features, implementations, and work products created specifically for you as part of our Consultancy Services are owned by you upon full payment, except where they incorporate our pre-existing Software Products or intellectual property.
c) Pre-Existing Materials: Any pre-existing code, frameworks, libraries, or materials we use (other than our Software Products) that are not specifically created for your project remain subject to their respective licenses.
Fees for Consultancy Services will be specified in the applicable consulting agreement or statement of work. Payment terms, milestones, and schedules will be documented in writing before work begins.
We warrant that Consultancy Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.
All prices are displayed on our Website and are subject to change without notice. The price applicable to your purchase is the price displayed at the time you complete your purchase.
We use Stripe to process payments. Your payment information is transmitted directly to Stripe and is not stored on our servers. By making a purchase, you agree to Stripe's terms of service and privacy policy.
All fees are exclusive of taxes. You are responsible for paying all applicable taxes, duties, and governmental charges (except for taxes based on our net income) associated with your purchase.
All prices are listed and charged in United States Dollars (USD) unless otherwise specified.
To access the Portal and download purchased Products, you must create an account. You agree to:
You are responsible for all activities that occur under your account. We are not liable for any loss or damage arising from your failure to maintain account security.
We reserve the right to suspend or terminate your account if:
You may use our Website and Portal for lawful purposes only, including:
You agree not to:
a) Legal Violations:
b) Security:
c) Misuse:
d) Abuse:
e) Product-Specific Restrictions:
Use restrictions specific to Software Products are detailed in the applicable License Agreements
Our Software Products include integrations and support for various third-party services, including but not limited to:
When you use our Software Products to integrate with third-party services:
a) You are responsible for creating and maintaining your own accounts with those providers
b) You are responsible for complying with those providers' terms of service and privacy policies
c) You are responsible for any fees charged by those providers
d) We are not responsible for the performance, availability, security, or practices of third-party services
Our Website may contain links to third-party websites or services. We do not control and are not responsible for the content, privacy policies, or practices of any third-party websites or services. You access third-party websites and services at your own risk.
Our Software Products incorporate various open-source libraries and dependencies. These open-source components are licensed under their respective licenses (MIT, Apache 2.0, etc.). See the LICENSE_THIRD_PARTY files included with each Product for complete details.
The Website, Portal, Software Products, and Services, including all content, features, functionality, designs, logos, trademarks, and other intellectual property, are owned by Two Cents Software L.L.C-FZ and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.
We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Website and Portal for their intended purposes, subject to these Terms.
Your rights to use purchased Software Products are governed by the applicable License Agreements, not by these Terms.
"Two Cents Software," our logo, and other marks used on our Website are trademarks of Two Cents Software L.L.C-FZ. You may not use these trademarks without our prior written permission.
If you provide us with ideas, suggestions, recommendations, or other feedback regarding our Website, Portal, Products, or Services ("Feedback"), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up right to use, disclose, reproduce, license, distribute, and exploit such Feedback without restriction or obligation to you.
Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms. By using our Website, Portal, Products, or Services, you consent to our Privacy Policy.
When you use our Software Products, any data you input, upload, or process using the Products ("Customer Data") remains your property. We do not access, use, or process your Customer Data except as necessary to provide support services when requested by you.
We collect and store information related to your account on the Portal, including:
This information is used solely for providing our services to you and is handled in accordance with our Privacy Policy.
"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 circumstances of disclosure.
The Receiving Party agrees to:
a) Use Confidential Information only for purposes consistent with these Terms or the applicable consulting agreement
b) Protect Confidential Information with the same degree of care used to protect its own confidential information, but no less than reasonable care
c) Not disclose 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 are bound by similar confidentiality obligations
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 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 efforts to contest or limit such disclosure
We warrant that Consultancy Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards applicable to similar services.
THE SOFTWARE PRODUCTS ARE 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:
WE DO NOT WARRANT THAT:
a) The Software Products will meet your specific requirements or expectations
b) The Software Products will operate without interruption or be error-free
c) The Software Products will be compatible with all systems or software
d) Defects or errors will be corrected
e) The Software Products or servers are free of viruses or harmful components
We make reasonable efforts to ensure the Website and Portal are available, but we do not guarantee uninterrupted access. The Website and Portal may be unavailable due to maintenance, updates, technical issues, or circumstances beyond our control.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TWO CENTS SOFTWARE L.L.C-FZ, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY:
a) Indirect, incidental, special, consequential, or punitive damages
b) Loss of profits, revenue, data, goodwill, or business opportunities
c) Business interruption or loss of use
d) Cost of procurement of substitute goods or services
WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY UNDER THESE TERMS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You acknowledge that we have set our prices and entered into these Terms in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between you and us.
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) arising from or relating to:
a) Your use of the Website, Portal, Products, or Services
b) Your violation of these Terms or any License Agreement
c) Your violation of any law, regulation, or third-party rights
d) Your Customer Data or any content you submit
e) Any misrepresentation made by you
f) Your negligence or willful misconduct
These Terms remain in effect for as long as you access or use our Website, Portal, Products, or Services.
You may terminate these Terms at any time by:
a) Ceasing all use of the Website, Portal, Products, and Services
b) Closing your Portal account (if applicable)
c) Destroying all copies of any downloaded Products (note: you may continue to use Products under the perpetual license granted in the License Agreements)
We may suspend or terminate your access to the Website, Portal, or Services, or terminate these Terms, immediately and without notice if:
a) You materially breach these Terms or any License Agreement
b) You engage in fraudulent, illegal, or abusive conduct
c) We are required to do so by law
d) We cease offering the Website, Portal, Products, or Services (with reasonable notice where possible)
Upon termination of these Terms:
a) Your right to access the Website and Portal will immediately cease
b) You must cease any use of our Services
c) Any outstanding payments owed to us will become immediately due
d) Your rights under any License Agreements for purchased Products continue as specified in those agreements (perpetual license)
The following sections survive termination: Intellectual Property, Payment Terms (for amounts due), Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, and any other provisions that by their nature should survive.
Before filing a claim, you agree to contact us at support@twocents.software to attempt to resolve the dispute informally. We will attempt to resolve the dispute informally by contacting you via email within 30 days of receiving your notice.
These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates and the Emirate of Dubai, without regard to conflict of laws principles.
Any dispute arising from or relating to these Terms will be subject to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates. You and we both consent to venue and personal jurisdiction in Dubai.
You and we agree that any proceedings to resolve disputes will be conducted on an individual basis and not in a class, consolidated, or representative action.
These Terms, together with our Privacy Policy and any applicable License Agreements, constitute the entire agreement between you and us regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, warranties, and representations.
We may update these Terms from time to time. When we make changes, we will:
a) Update the "Last Updated" date at the top of this document
b) Post the updated Terms on our Website
c) Provide notice of material changes (via email or prominent notice on the Website)
Your continued use of the Website, Portal, Products, or Services after changes take effect constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must discontinue use.
You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. Any attempted assignment without consent is void.
We may assign these Terms or delegate our obligations without restriction, including to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets.
Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by us to be effective.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, government actions, pandemic, internet service failures, or telecommunications failures.
Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and us. Each party is an independent contractor.
These Terms are for the benefit of you and us only and do not confer any rights on any third party.
All notices under these Terms must be in writing and will be deemed given when:
a) Delivered personally
b) Sent by confirmed email to the email address you provided
c) Sent by nationally recognized overnight courier
d) Sent by certified or registered mail
Notices to us should be sent to:
Two Cents Software L.L.C-FZ
Meydan Grandstand, Meydan Road
Nad Al Sheba, Dubai, U.A.E.
Email: support@twocents.software
You agree to comply with all applicable export and re-export control laws and regulations, including but not limited to the Export Administration Regulations maintained by the U.S. Department of Commerce and trade sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control.
You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.
These Terms are written in English. Any translated versions are provided for convenience only. In the event of any inconsistency between the English version and a translated version, the English version shall prevail.
If you have any questions about these Terms, please contact us at:
Two Cents Software L.L.C-FZ
Meydan Grandstand, Meydan Road
Nad Al Sheba, Dubai, U.A.E.
Email: support@twocents.software
Website: https://www.twocents.software
By purchasing, downloading, accessing, or using our Website, Portal, Products, or Services, you acknowledge that:
a) You have read and understood these Terms
b) You agree to be bound by these Terms
c) You have reviewed the applicable License Agreements for any Products you purchase
d) You understand that Software Product sales are final and non-refundable
e) You are of legal age (18 years or older) to enter into this agreement
© 2025 Two Cents Software L.L.C-FZ. All rights reserved.