Terms of Service

These Terms of Service constitute a legally binding agreement. Please read carefully before using our services.

1. Acceptance of Terms

By accessing our website (archaeopteris.us) or engaging Archaeopteris LLC ("Company," "we," "our," or "us") for any services, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

If you do not agree to these Terms, you must not use our website or services.

2. Company Description and Services

Archaeopteris LLC is a Wyoming limited liability company providing full-stack software development services, including:

• Enterprise web and mobile application development
• Backend systems, APIs, and microservices architecture
• Cloud infrastructure, DevOps, and CI/CD pipelines
• Database design and data engineering

3. Engagement and Project Terms

3.1 Statements of Work

Specific services, deliverables, timelines, and pricing will be defined in a separate Statement of Work (SOW) or Service Agreement signed by both parties.

3.2 Payment Terms

• Invoices are due within 30 days of issuance
• Late payments accrue interest at 1.5% per month (18% per annum)
• We reserve the right to suspend services for accounts more than 30 days past due
• All fees are non-refundable unless otherwise agreed in writing

3.3 Change Orders

Any changes to an agreed SOW must be documented in a written Change Order signed by both parties.

4. Client Responsibilities

• Provide accurate, complete, and timely information
• Designate a qualified point of contact
• Review and approve deliverables within specified timelines
• Ensure materials do not infringe third-party rights
• Use our services only for lawful purposes
• Maintain confidentiality of access credentials
• Promptly notify us of any security incidents

5. Intellectual Property

5.1 Work Product Ownership

• Custom deliverables developed for your project are assigned to you upon full payment
• We retain ownership of pre-existing tools, frameworks, libraries, and methodologies

5.2 Company IP

Our website content, brand, proprietary tools, and methodologies are protected by intellectual property laws.

5.3 Open Source

Some deliverables may incorporate open-source software subject to applicable license terms.

6. Confidentiality

Each party agrees to maintain confidentiality of the other party's non-public business information for three (3) years after termination, or indefinitely for trade secrets.

7. Representations and Warranties

7.1 Company Warranties

• Services will be performed professionally and in a workmanlike manner
• Deliverables will materially conform to agreed specifications
• Work product will not infringe third-party intellectual property rights

7.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH ABOVE, OUR SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARCHAEOPTERIS LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION.

Our total aggregate liability shall not exceed the total fees paid by you in the three (3) months preceding the event giving rise to the claim.

9. Indemnification

• Your breach of these Terms
• Your use of our services in violation of applicable law
• Any content, data, or materials you provide to us
• Third-party claims arising from your business operations

10. Termination

10.1 Termination for Convenience

Either party may terminate with 30 days' written notice. You remain responsible for payment for all work completed through the termination date.

10.2 Termination for Cause

Either party may terminate immediately for material breach (uncured within 15 days), insolvency, or fraudulent conduct.

10.3 Effect of Termination

Confidentiality, IP ownership, limitation of liability, and indemnification provisions survive termination.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Wyoming, United States.

Disputes shall be resolved through good-faith negotiation first, then binding arbitration by AAA under Commercial Arbitration Rules in Wyoming.

12. General Provisions

• Entire Agreement: These Terms together with any SOW or NDA constitute the entire agreement
• Severability: If any provision is unenforceable, remaining provisions continue in full force
• Waiver: Failure to enforce any provision does not waive future enforcement
• Force Majeure: Neither party liable for delays beyond reasonable control
• Assignment: You may not assign rights without our prior written consent
• Notices: Must be in writing via email with confirmation of receipt

13. Changes to These Terms

We reserve the right to modify these Terms at any time with at least 30 days' notice of material changes.

14. Contact Information

For questions regarding these Terms: