Terms of Service

Last updated: December 2024

Please read these Terms of Service ("Terms") carefully before using the services provided by Amber Stack LLC ("Company," "we," "our," or "us"). By accessing our website or engaging our services, you agree to be bound by these Terms.

1. Services

Amber Stack LLC provides software development and IT consulting services for businesses, including but not limited to:

• Custom software development
• IT consulting and advisory services
• SaaS solutions development
• API development and integration
• Digital transformation consulting
• Software maintenance and support

The specific scope, deliverables, and terms of any engagement will be defined in a separate service agreement or statement of work between you and the Company.

2. Engagement Terms

All service engagements are subject to:

• Mutual agreement on project scope and requirements
• Written acceptance of proposals or statements of work
• Payment terms as specified in the applicable agreement
• Availability of Company resources

We reserve the right to decline any engagement at our sole discretion.

3. Client Responsibilities

As a client, you agree to:

• Provide accurate and complete information necessary for the services
• Respond to requests and provide feedback in a timely manner
• Make payments according to the agreed schedule
• Obtain necessary approvals and authorizations
• Ensure you have the right to use any materials or content provided to us

4. Intellectual Property

Work Product

Unless otherwise agreed in writing:

• Upon full payment, you will own the intellectual property rights to the custom work product created specifically for your project
• We retain ownership of any pre-existing tools, frameworks, libraries, or methodologies used in the delivery of services
• We may retain a license to use generic, non-client-specific components for future projects

Third-Party Materials

Our deliverables may incorporate third-party software, libraries, or components. Such materials remain subject to their respective licenses and terms.

5. Confidentiality

Both parties agree to:

• Maintain the confidentiality of proprietary information disclosed during the engagement
• Use confidential information only for purposes related to the services
• Not disclose confidential information to third parties without prior written consent

These obligations do not apply to information that is publicly available, independently developed, or rightfully obtained from other sources.

6. Payment Terms

Payment terms will be specified in your service agreement. Generally:

• Invoices are due within 30 days of receipt unless otherwise specified
• Late payments may incur interest at the rate of 1.5% per month
• We reserve the right to suspend services for overdue accounts
• All fees are non-refundable unless otherwise stated

7. Warranties and Disclaimers

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that our services will be uninterrupted, error-free, or completely secure.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMBER STACK LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Indemnification

You agree to indemnify and hold harmless Amber Stack LLC, its officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms
• Your use of our services
• Any content or materials you provide to us
• Your violation of any third-party rights

10. Termination

Either party may terminate an engagement:

• Upon mutual written agreement
• For material breach that remains uncured for 30 days after written notice
• Immediately if the other party becomes insolvent or bankrupt

Upon termination, you shall pay for all services performed up to the termination date. Provisions relating to intellectual property, confidentiality, limitation of liability, and indemnification shall survive termination.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

12. Dispute Resolution

Any disputes arising under these Terms shall be resolved through good-faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Delaware, and the arbitrator's decision shall be final and binding.

13. Modifications

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website. Your continued use of our services after any modifications constitutes acceptance of the updated Terms.

14. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15. Entire Agreement

These Terms, together with any applicable service agreement or statement of work, constitute the entire agreement between you and Amber Stack LLC regarding the subject matter hereof and supersede all prior agreements and understandings.

16. Contact Information

If you have any questions about these Terms, please contact us at:

Amber Stack LLC
Email: hello@amber-stack.com