Development Agreement

Last updated: November 8, 2026

Version 2026-11-09

This Development Agreement (the “Agreement”) is between you, the person who submits an idea through Yofella (“you” or the “Inventor”), and Sideway LLC, Boston, Massachusetts (“Sideway,” “we,” “us,” or “our”). It governs the development of a working prototype of your idea and the production rights that follow. You accept this Agreement when you pay the invoice for your project, which links to this Agreement. It incorporates our Terms of Service, including the governing law and the agreement to arbitrate disputes in Sections 14 and 15.

1. Definitions

• “Idea” means the product concept you submit, as described in your Submission.
• “Submission” means the answers, descriptions, sketches, images, files and messages you provide to us about your Idea.
• “Quote” means the invoice we send you by email for your project, stating the Development Fee and a description of the Prototype. We settle its contents with you through your project's messages before we send it.
• “Development Fee” means the amount stated in the Quote.
• “Prototype” means the single working prototype of your Idea that we build under this Agreement.
• “Product” means any product based on your Idea or embodying the Prototype, including its variants and later versions.
• “Work Product” means everything we create in performing this Agreement, including industrial and mechanical designs, CAD models, schematics, circuit board layouts, firmware, software, bills of materials, manufacturing files, documentation, and photographs and video of the Prototype.
• “Completion Date” means the date on which we notify you that the Prototype is complete.

2. Review and Quote

We review submissions free of charge, through your project's messages. We may ask you to clarify or revise your Submission, and we may accept or decline it in our discretion; if we decline it, we will tell you through those messages. If we accept it, we will provide a Quote. We may replace a Quote with a new one before you pay, and the new Quote supersedes the earlier one. Neither party is bound to develop the Prototype until you accept this Agreement and pay the Development Fee.

3. Development Fee

The Development Fee is payable in full when you pay the invoice, together with any applicable sales tax. Payment is processed by Stripe. The Development Fee covers the design, engineering and construction of the Prototype as described in the Quote.

4. Development of the Prototype

We will design, engineer and build the Prototype substantially as described in the Quote, and we will post progress updates in your account. We determine the methods, materials, components and suppliers used. You agree to respond promptly to our reasonable questions and requests for information; if you do not respond for sixty (60) days, we may suspend work until you do. Any change to the scope described in the Quote requires a new Quote or our written agreement and may change the Development Fee.

The Prototype is a development unit intended to demonstrate and evaluate your Idea. Its appearance, materials and construction may differ from any product later manufactured, and it has not necessarily undergone the testing or certification required of a consumer product.

5. Completion and Delivery of the Prototype

When the Prototype is complete, we will notify you through your account and by email. After the Completion Date, we may keep the Prototype for the time reasonably needed to create photographs, video and other materials for a possible campaign. We will then ship the Prototype to you, at our expense, at an address you designate in the contiguous United States, no later than ninety (90) days after the Completion Date unless you and we agree otherwise. Title to the physical Prototype passes to you upon our delivery to the carrier. Ownership of the physical Prototype does not include ownership of the Work Product, which is governed by Section 7.

6. Cancellation, Refunds and Termination

1. Before work begins. You may cancel this Agreement for a full refund of the Development Fee and tax at any time before we begin work, which is when your project is shown as “Building” in your account, by emailing us at contact@yofella.com.
2. After work begins. Once work has begun, the Development Fee is non-refundable if you cancel, except as provided in Section 6(c).
3. If we stop. If we stop work before completing the Prototype for any reason other than your breach of this Agreement, including because we determine that the Prototype cannot reasonably be completed as described in the Quote, we will explain the reason in writing and refund the portion of the Development Fee attributable to work not yet performed, as reasonably determined by us.
4. Termination for breach. We may terminate this Agreement by written notice if you materially breach it, including your representations in Section 12, and fail to cure the breach within thirty (30) days after notice, where cure is possible. In that case, no refund is due for work already performed.

7. Intellectual Property

7.1 Your Idea

You retain all right, title and interest in your Idea and Submission, and in any intellectual property you owned before this Agreement, subject to the licenses you grant in this Agreement.

7.2 Work Product

Sideway LLC owns all right, title and interest in the Work Product, including all intellectual property rights in it. To the extent that you contribute to the Work Product during development, for example through feedback on designs, you assign to us all of your rights in those contributions, excluding your Idea, your Submission and your pre-existing intellectual property.

7.3 License to us

You grant us a worldwide, royalty-free license to use, reproduce and modify your Idea and Submission to evaluate them and to design, develop and build the Prototype; and, in accordance with Section 8, to make, have made, use, market, offer for sale and sell the Product. This license is exclusive during the Exclusive Period and non-exclusive afterwards. You also permit us to identify you as the inventor of the Product by your public display name and username.

7.4 License to you

Upon the end of the Exclusive Period under Section 8, we grant you a perpetual, non-exclusive, royalty-free license to use the Work Product to make, have made, use, market and sell the Product. This license may be transferred only together with your rights in the Product. Upon your written request, we will provide copies of the Work Product files reasonably necessary to manufacture the Product, in the formats in which we maintain them. The Work Product is provided under this license “as is,” and the license does not include any right to use the Yofella or Sideway names or marks.

7.5 Patents

You are responsible for deciding whether to seek patent or other protection for your Idea. Public disclosure of a product, including the publication of a campaign page, may affect the availability of patent protection, and you should consider seeking protection before a campaign is published. We are not obligated to seek patent protection for the Idea or the Work Product.

8. Production Priority

8.1 Exclusive Period

For twelve (12) months after the Completion Date (the “Exclusive Period”), Sideway LLC has the exclusive right to manufacture, have manufactured, market and sell the Product. During the Exclusive Period, you will not manufacture, sell or offer the Product, and you will not license or authorize any other person to do so.

8.2 Our decision to produce

We are not obligated to manufacture or offer the Product. We may decline to do so at any time by written notice to you, and the Exclusive Period then ends on the date of that notice.

8.3 After the Exclusive Period

After the Exclusive Period ends, you are free to manufacture and sell the Product yourself or through others, using the license in Section 7.4. Our right to offer the Product continues on a non-exclusive basis, including the right to complete any batch that is then open or in production, and the Revenue Share Agreement continues to apply to our sales of the Product.

9. Revenue Share

If we offer the Product on Yofella, you will receive a share of its sales. The terms of your share are agreed with you and set out in a separate written agreement signed by both parties before the first batch of the Product is offered (the “Revenue Share Agreement”). Your share is compensation for the rights you grant in this Agreement. It is not an investment, and this Agreement does not create a partnership, joint venture or employment relationship between you and us.

10. Confidentiality

10.1 Our obligations

We will keep the non-public information in your Submission confidential. This Section continues the confidentiality we owe you under Section 4 of our Terms of Service from the time you submitted your Idea. We will use it only to perform this Agreement and to exercise our rights under it, and we will disclose it only to our members, employees, contractors, manufacturers and suppliers who need it for those purposes and who are bound by confidentiality obligations at least as protective as this Section. We will protect it with at least reasonable care.

10.2 Exceptions

These obligations do not apply to information that (a) is or becomes publicly available through no breach by us; (b) was known to us before you provided it; (c) is independently developed by us without use of your confidential information; (d) is received from a third party without a duty of confidentiality; or (e) appears in a campaign page or public profile as published under Section 11. We may disclose information when required by law, after giving you notice where legally permitted.

10.3 Similar ideas

We review many product ideas and develop products of our own. Other people may submit ideas similar to yours, and we may already be developing, or may later independently develop, products similar to your Idea. Provided we do not use your confidential information in breach of this Agreement, nothing in this Agreement restricts us from doing so, and no obligation or liability to you arises from any such similarity.

10.4 Your obligations

You will keep confidential the non-public Work Product and any non-public information we share with you about our pricing, suppliers, manufacturing and business, and you will use it only in connection with this Agreement or the license in Section 7.4.

10.5 Duration

The obligations in this Section continue for five (5) years after this Agreement ends and, for any trade secret, for as long as it remains a trade secret.

11. Campaign

If we offer the Product, we will prepare its campaign page. Before a campaign page is first published, we will give you an opportunity to review it and to tell us of any information you consider confidential. Information that appears on the campaign page as published is no longer confidential.

12. Your Representations

You represent and warrant that:

• you created the Idea or otherwise have the right to submit it and to grant the rights in this Agreement;
• you have not granted, and will not grant, any right in the Idea that conflicts with this Agreement, and the Idea is not subject to an obligation to assign it to an employer or any other person;
• to your knowledge, the Idea and Submission do not infringe or misappropriate the rights of any third party; and
• the information in your Submission is accurate to the best of your knowledge.

13. Our Warranty and Disclaimers

We will perform the development work in a professional and workmanlike manner. EXCEPT FOR THAT WARRANTY, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROTOTYPE AND WORK PRODUCT ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. We do not warrant that the Product can be manufactured at any particular cost or price, that it will meet any regulatory or certification requirement, that it will attract pre-orders or achieve commercial success, or that your Idea is patentable or free of third-party rights. Handle and use the Prototype only in accordance with any instructions we provide.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE DEVELOPMENT FEE YOU PAID, AND NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS. These limitations do not apply to amounts due under Section 9, to a breach of Section 10, to liability for fraud, gross negligence, willful misconduct, death or personal injury, or to liability that cannot be limited under applicable law, including Massachusetts General Laws Chapter 93A.

15. Future Arrangements

If the Product succeeds, you and we may discuss further arrangements, which may include forming a jointly owned company. Any such arrangement requires a separate written agreement signed by both parties. Nothing in this Agreement obligates either party to enter into one.

16. General

• Entire agreement and precedence. This Agreement, the Quote, the Revenue Share Agreement and the Terms of Service are the entire agreement between you and us about your project. In case of conflict, the Revenue Share Agreement controls, then the Quote, then this Agreement, then the Terms of Service.
• Assignment. You may not assign this Agreement without our prior written consent. We may assign it to an affiliate or in connection with a merger, acquisition, reorganization or sale of assets.
• Notices. We send notices to the email address associated with your account. You may send notices to us at contact@yofella.com.
• Amendments. Except for the Revenue Share Agreement and Quotes, which are agreed as described above, this Agreement may be amended only in writing agreed by both parties. A later version of this Agreement published on Yofella does not apply to your project unless you accept it.
• Survival. Sections 7, 8, 9, 10, 12, 13, 14 and 16 survive any expiration or termination of this Agreement, to the extent applicable.