Terms of Service
The operational framework, rights, obligations, and professional terms governing our software development services.
1. Acceptance of Terms
These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between Farcube Software House ("Farcube," "we," "us," or "our") and the entity or individual ("Client," "you," or "your") accessing our website, executing a Statement of Work (SOW), or utilizing our custom software development, AI engineering, or SaaS consulting services.
By accessing our digital platforms, executing a technical proposal, or authorizing project commencement, you confirm that you have read, understood, and agreed to be bound by these Terms. If you are entering into this Agreement on behalf of an enterprise or corporate entity, you represent that you possess legal authority to bind that entity to these provisions.
2. Intellectual Property Rights & Deliverables Ownership
Farcube enforces clear, industry-standard intellectual property transfer boundaries designed to guarantee complete commercial certainty for our enterprise clients:
A. Client Deliverables Ownership:
Upon full payment of all agreed project invoices and milestone fees specified in the governing SOW, Farcube irrevocably assigns and transfers to the Client 100% of all right, title, and interest in and to the final custom source code, application architecture, UI/UX design assets, database schemas, and technical documentation developed specifically for the Client ("Deliverables"). The Client retains total freedom to patent, license, commercialize, or modify all such custom Deliverables without restriction.
B. Farcube Background IP & Internal Frameworks:
Farcube retains sole ownership of pre-existing internal developer tools, open-source libraries, reusable code modules, deployment scripts, and proprietary boilerplates ("Background IP") created prior to or independently of the engagement. To the extent Background IP is incorporated into any Client Deliverable, Farcube grants the Client a perpetual, worldwide, royalty-free, non-exclusive, transferable license to use, execute, and sub-license such Background IP solely as integrated within the Deliverables.
3. Statements of Work (SOW), Milestones & Scope Modifications
All engineering projects, sprint cycles, and technical deliverables are governed by executed Statements of Work (SOW). Each SOW sets forth the explicit project scope, technical acceptance criteria, estimated milestone timelines, and fee schedules.
- Milestone Acceptance: Upon completion of a designated SOW milestone, Farcube will deploy Deliverables to a staging environment for Client review. The Client maintains five (5) business days to test and provide written acceptance or detailed bug logs against specified criteria. Deliverables are deemed accepted if no formal feedback is received within the review period.
- Change-Request Protocol: Any request by the Client to modify project scope, add feature capabilities, or alter architectural specifications must be submitted via a formal written Change Request. Farcube will evaluate the impact on timeline and pricing, issuing an amended SOW prior to executing modified tasks.
4. Client Responsibilities & Data Integrity
Timely project execution requires active Client collaboration. The Client agrees to:
- Provide timely access to necessary third-party API credentials, cloud hosting environments (AWS, Vercel, GCP), repository permissions, and technical parameters.
- Designate a qualified technical lead or product owner authorized to approve milestone sign-offs and provide feedback within agreed review windows.
- Warrant that all content, data, specifications, or proprietary materials provided to Farcube do not infringe upon any third-party intellectual property or privacy rights.
5. Confidentiality & Non-Disclosure (NDA)
"Confidential Information" includes all non-public technical documentation, source code, business workflows, financial details, customer datasets, and architectural specs disclosed by either party during engagement.
Both Farcube and the Client agree to maintain strict confidentiality regarding disclosed Information, exercising at least the same degree of care used to protect their own trade secrets (and no less than reasonable care). Confidential Information shall not be disclosed to any third party except to authorized employees, contractors, and sub-processors bound by equivalent non-disclosure obligations.
6. Warranties, Disclaimers & Limitation of Liability
Limited Warranty: Farcube warrants that all custom Deliverables will perform substantially in accordance with agreed SOW specifications for a warranty period of thirty (30) days following production deployment. Farcube will remediate verified reproducible bugs reported during the warranty window at zero additional charge.
Third-Party & AI Model Disclaimers: Farcube does not warrant uninterrupted uptime or immutable outputs for third-party external services, including LLM APIs (OpenAI, Anthropic Claude, Perplexity), vector databases, hosting providers, or external payment gateways beyond our direct engineering control.
Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FARCUBE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA CORRUPTION, OR BUSINESS INTERRUPTION). FARCUBE'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO ANY SOW SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO FARCUBE UNDER THAT SPECIFIC SOW IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
7. Termination of Service
Either party may terminate an active SOW or MSA for convenience by providing fourteen (14) days prior written notice, or immediately upon written notice if the other party breaches a material provision and fails to cure such breach within seven (7) days.
Upon termination, the Client shall compensate Farcube for all completed work, billable sprint hours, and non-cancellable third-party commitments incurred up to the effective termination date. Upon receipt of final payment, Farcube will deliver all accepted code assets and purge staging access keys.
8. Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (or applicable jurisdiction designated in the SOW), without regard to its conflict of law principles.
In the event of any technical dispute or commercial disagreement, the parties agree to first attempt resolution through executive good-faith negotiations. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration under the commercial rules of the American Arbitration Association (AAA), with proceedings conducted in English.