Terms of Service

Welcome to Iiiana Studio ("we," "our," "us," or the "Company"). By accessing our website (https://www.iiiana.com/), utilizing our scoping tools, or executing a Statement of Work (SOW) for our software engineering, systems integration, or consulting services, you agree to comply with and be bound by the following Terms of Service ("Terms").

Please read these Terms carefully. If you do not agree with any part of these Terms, you must immediately cease all use of our website and services.

These Terms, along with any separate, signed SOWs or Service Level Agreements (SLAs), constitute the entire legal agreement between you (the "Client") and Iiiana Studio regarding our digital solutions.

Iiiana Studio offers full-stack software development, cross-platform mobile application development (iOS/Android), systems integration, database migrations, cloud infrastructure setup, and Site Reliability Engineering (SRE) consulting.

Pilots and Proof-of-Concepts (PoCs): We offer technical pilot phases as described in our contact scoping tool. The exact scope, timeline, and delivery parameters of a pilot are governed by a scoping document agreed upon before the start of implementation.

Project Milestones: We execute services in structured sprint cycles. The Client will have the opportunity to review deliverables at designated demonstration meetings. Deliverables are deemed accepted if no deficiency notice is submitted within five (5) business days of delivery.

We respect intellectual property rights and follow standard enterprise code transfer protocols:

Client Ownership: Upon full payment of all outstanding invoices for a project, all custom source code, database configurations, and deployment blueprints (e.g. Terraform configs, Kubernetes manifests) generated specifically for the Client will transfer to the Client's ownership.

Company Background Technology: Iiiana Studio retains ownership over any pre-existing code libraries, developer utilities, deployment frameworks, or tools utilized during the service execution. We grant the Client a non-exclusive, perpetual, royalty-free, worldwide license to use these background tools as part of the operational system.

Open Source Components: Systems built may incorporate open-source libraries. Such components are subject to their respective open-source licensing agreements.

To ensure successful project delivery and maintain our 99.9% uptime target frameworks, the Client agrees to:

Provide timely access: Provide engineering credentials, API keys, staging database permissions, and system parameters necessary for integration.

Maintain credentials: Secure any staging or production credentials shared with our team. We advise against sharing root logins; instead, configure scoped IAM roles for our developers.

Ensure data legality: Warrant that all telemetry and data payloads passed through our custom integration event bridges comply with local laws and regulations.

Service Fees: Client agrees to pay the fees set forth in the applicable SOW or Pilot Agreement. Pilot projects may be invoiced on a fixed-fee milestone schedule, while continuous operations/SRE support are billed on a recurring monthly retainer.

Invoicing Terms: Standard invoices are issued electronically with Net 15 payment terms, unless specified otherwise in the SOW. Late payments are subject to a service charge of 1.5% per month on the outstanding balance.

Disputes: If you dispute any portion of an invoice, you must notify our billing desk in writing within seven (7) days of receipt, detailing the item in dispute. The undisputed portion must be paid in full.

Service Warranty: We warrant that our services will be performed in a professional, workmanlike manner by qualified engineering personnel. If any deliverable fails to meet the criteria in the SOW, we will remediate the code at no additional cost, provided we are notified within thirty (30) days of delivery.

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IIIANA STUDIO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, OR REVENUE. OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING UNDER THESE TERMS OR AN SOW SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO THE COMPANY IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

No Liability for Third-Party Downtime: We are not liable for outages caused by upstream cloud providers (such as AWS, GCP, or Azure), third-party SaaS APIs, or client-configured legacy hardware.

Standard SLA guarantees: Client production systems under active on-call retainers are governed by our SLA uptime frameworks.

Target Availability: We target a 99.9% availability index for systems under our continuous SRE management, excluding scheduled maintenance windows.

Incident Triage: Incidents are prioritized based on severity. P1 critical failures (system completely down) receive an engineering response within fifteen (15) minutes of page routing, with hourly status updates until resolution.

Termination for Convenience: Either party may terminate an active service retainer with thirty (30) days written notice, subject to payment for all work performed up to the termination date.

Termination for Cause: Either party may terminate immediately if the other party breaches a material term of these Terms or the SOW and fails to cure the breach within ten (10) days of receiving written notice.

Governing Law: These Terms and any dispute arising from them shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any legal action must be brought in courts located in Delaware.