Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (whether personally or on behalf of an entity) and Undefined, Ltd. ("Company," "we," "us," or "our") concerning your access to and use of our services, including custom software development services, consulting services, and SaaS platform products.

By engaging with our services or accessing our platforms, you agree that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not access or use our services.

2. Services Provided

Undefined, Ltd. provides two primary categories of services:

2.1 Professional Services

Custom software development, system architecture, strategic consulting, applied AI implementation, and related professional services delivered on a project basis or through ongoing retainer agreements.

2.2 SaaS Products

Software-as-a-Service platform products available through monthly or annual subscription plans. Specific features, capabilities, and limitations are defined in the applicable service tier documentation.

3. Account Registration and Security

For SaaS products, you may be required to register an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain the security of your account credentials and accept responsibility for all activities under your account
• Immediately notify us of any unauthorized access or security breach
• Not share your account credentials with third parties

We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent, abusive, or illegal activity.

4. Payment Terms

4.1 SaaS Subscriptions

Subscription fees are billed in advance on a monthly or annual basis, depending on your selected plan. All fees are non-refundable except as expressly stated in our Refund Policy. Prices are subject to change with 30 days' notice.

4.2 Professional Services

Payment terms for professional services are defined in the applicable Statement of Work or service agreement. Unless otherwise specified, invoices are due within 30 days of the invoice date.

4.3 Late Payments

Late payments may result in service suspension and may accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) on the outstanding balance.

5. Intellectual Property Rights

5.1 SaaS Products

We retain all rights, title, and interest in our SaaS platforms, including all intellectual property rights. Your subscription grants you a limited, non-exclusive, non-transferable license to use the service for its intended purpose during the subscription term.

5.2 Professional Services

Intellectual property ownership for custom development work is defined in the applicable Statement of Work. Unless otherwise specified, deliverables created specifically for you under a professional services engagement will be transferred to you upon full payment.

5.3 Client Data

You retain all rights to your data and content. By using our services, you grant us a license to process, store, and display your data solely to provide the services.

6. Acceptable Use Policy

You agree not to:

• Use our services for any illegal or unauthorized purpose
• Attempt to gain unauthorized access to our systems or other users' accounts
• Transmit viruses, malware, or other malicious code
• Reverse engineer, decompile, or disassemble our software
• Use our services in a manner that could damage, disable, or impair our infrastructure
• Resell or redistribute our services without explicit written permission
• Violate any applicable laws, regulations, or third-party rights

7. Service Level and Availability

While we strive to maintain high availability for our SaaS products, we do not guarantee uninterrupted access. We reserve the right to:

• Perform scheduled maintenance with reasonable advance notice
• Suspend service temporarily for emergency maintenance or security updates
• Modify or discontinue features with appropriate notice

Enterprise customers may have specific SLA terms defined in their service agreement.

8. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement. This obligation survives the termination of services.

Confidential information does not include information that: (a) is or becomes publicly available through no breach of this agreement; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed without use of the confidential information.

9. 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" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UNDEFINED, LTD., ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES.

Our total liability for any claims arising out of or related to these Terms or our services shall not exceed the amount you paid us in the twelve (12) months preceding the claim, or $1,000 USD, whichever is greater.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless Undefined, Ltd. and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your use of our services; (b) your violation of these Terms; (c) your violation of any rights of another party; or (d) your violation of any applicable laws or regulations.

12. Termination

12.1 By You

You may cancel SaaS subscriptions at any time. See our Refund and Cancellation Policy for details regarding refunds and access after cancellation.

12.2 By Us

We may suspend or terminate your access to our services immediately, without prior notice, if you breach these Terms or engage in conduct that we reasonably believe is harmful to us or other users.

12.3 Effect of Termination

Upon termination, your right to use our services will immediately cease. We will provide you with a reasonable opportunity to export your data, after which we may delete your data in accordance with our data retention policies.

13. Data Protection and Privacy

Our collection and use of personal information is described in our Privacy Policy. By using our services, you consent to our privacy practices.

14. Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations. You represent 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.

15. Dispute Resolution and Governing Law

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Undefined, Ltd. is registered, without regard to its conflict of law provisions.

15.2 Dispute Resolution

Any disputes arising from these Terms or our services shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration in accordance with the rules of the applicable arbitration association.

15.3 Class Action Waiver

You agree that any proceedings to resolve disputes will be conducted on an individual basis and not in a class, consolidated, or representative action.

16. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of our services after such modifications constitutes acceptance of the updated Terms.

For significant changes that materially reduce your rights, we will provide at least 30 days' advance notice via email or through our service.

17. Severability

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

18. Entire Agreement

These Terms, together with our Privacy Policy and Refund Policy, constitute the entire agreement between you and Undefined, Ltd. regarding our services and supersede all prior agreements and understandings.

For professional services engagements, any Statement of Work or service agreement will supplement these Terms. In case of conflict, the Statement of Work will prevail with respect to the specific engagement.

19. Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction, including to any successor by merger or acquisition.

20. Contact Information

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