Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Akoya Pearl LLC ("Company," "we," "our," or "us") concerning your access to and use of our website and services.

By accessing our website or using our services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access our website or use our services.

2. Services

Akoya Pearl LLC provides the following services:

• Software Solutions: Custom software development, web and mobile applications, enterprise systems, and API development.
• Outsource Resources: Dedicated development teams, staff augmentation, and flexible engagement models.
• IT Consultancy: Technical architecture review, digital transformation, security assessments, and technology roadmap planning.
• Cloud & DevOps: Cloud infrastructure, CI/CD pipeline setup, infrastructure as code, and monitoring solutions.

Specific terms, deliverables, timelines, and pricing for each engagement will be defined in separate statements of work or service agreements.

3. Intellectual Property

Our Intellectual Property

The content, features, and functionality of our website, including but not limited to text, graphics, logos, and software, are owned by Akoya Pearl LLC and protected by intellectual property laws.

Client Deliverables

Unless otherwise agreed in writing, custom software and deliverables created specifically for a client project will be subject to the terms outlined in the applicable service agreement. Generally:

• Upon full payment, clients receive ownership or license rights to custom deliverables
• We retain rights to any pre-existing tools, frameworks, or methodologies
• Both parties retain ownership of their respective pre-existing intellectual property

4. User Responsibilities

You agree to:

• Provide accurate and complete information when requested
• Cooperate reasonably in the provision of services
• Provide timely feedback and approvals as required
• Ensure you have the necessary rights to any materials you provide to us
• Not use our services for any illegal or unauthorized purpose
• Not infringe upon the intellectual property rights of others

5. Payment Terms

Payment terms, including fees, billing cycles, and payment methods, will be specified in individual service agreements or statements of work. General terms include:

• Payment is due according to the schedule outlined in your service agreement
• Late payments may incur interest charges
• We reserve the right to suspend services for non-payment
• All fees are non-refundable unless otherwise specified

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the course of our engagement. Confidential information includes:

• Business strategies and plans
• Technical specifications and code
• Financial information
• Customer data
• Any information marked as confidential

This obligation survives termination of the business relationship and remains in effect for a period of three (3) years, unless otherwise agreed.

7. Warranties and Disclaimers

Our Warranty

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. Specific warranty terms for deliverables will be outlined in individual service agreements.

Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, 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 GUARANTEE THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AKOYA PEARL 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, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY.

Our total liability for any claim arising from or related to our services shall not exceed the total fees paid by you for the specific service giving rise to the claim in the twelve (12) months preceding the claim.

9. Indemnification

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

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

10. Termination

Either party may terminate a service agreement according to the terms specified in that agreement. Upon termination:

• All outstanding fees for services rendered become immediately due
• We will deliver any completed work product
• Each party will return or destroy confidential materials belonging to the other
• Provisions that by their nature should survive will remain in effect

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming.

12. Changes 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 changes become effective constitutes acceptance of the revised Terms.

13. 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.

14. Entire Agreement

These Terms, together with any service agreements and statements of work, constitute the entire agreement between you and Akoya Pearl LLC regarding your use of our services and supersede all prior agreements and understandings.

15. Contact Us

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