Terms of Service

1. Acceptance of Terms

By accessing or using the services provided by Levap Studio ("Company," "we," "us," or "our"), including our website at www.levapstudio.com, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not use our services.

These Terms constitute a legally binding agreement between you and Levap Studio. By engaging our services, submitting a project inquiry, or entering into a statement of work, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Services Description

Levap Studio provides software development and cloud consulting services, including but not limited to:

• Custom software development and web application engineering
• Cloud architecture design, deployment, and optimization (AWS, GCP, Azure)
• DevOps engineering, CI/CD pipeline setup, and infrastructure automation
• Observability, monitoring, and performance optimization
• Security consulting, audits, and compliance assessments
• Migration and modernization of legacy systems and infrastructure
• Technical consulting and advisory services

The specific scope, deliverables, timelines, and fees for each engagement will be defined in a separate Statement of Work ("SOW") or project agreement mutually agreed upon by both parties.

3. Client Obligations

To enable Levap Studio to deliver services effectively, you agree to:

• Provide timely and accurate information, data, requirements, and feedback necessary for the project
• Designate a primary point of contact who has authority to make decisions and approve deliverables on your behalf
• Grant necessary access to systems, environments, accounts, and tools required for service delivery
• Review and provide feedback on deliverables within the timeframes specified in the SOW
• Ensure that any materials, content, or data you provide do not infringe on third-party intellectual property rights
• Maintain adequate backups of your existing systems and data before any migration or modification work begins
• Comply with all applicable laws and regulations related to your use of the deliverables

Delays or failures caused by the Client's inability to meet these obligations may result in adjusted timelines, additional costs, or both.

4. Intellectual Property

Client Materials: You retain all ownership rights to any materials, data, content, and pre-existing intellectual property you provide to Levap Studio during the engagement.

Deliverables: Upon full payment of all fees associated with a project, ownership of the custom-developed deliverables as defined in the SOW will transfer to you, unless otherwise specified in the agreement.

Company Tools and Frameworks: Levap Studio retains all rights to its proprietary tools, frameworks, libraries, methodologies, templates, and general knowledge developed prior to or independently of the engagement. Where such tools are incorporated into deliverables, Levap Studio grants you a non-exclusive, perpetual, royalty-free license to use them as part of the delivered solution.

Open Source: Where open-source software is incorporated into deliverables, such components remain subject to their respective open-source licenses. Levap Studio will identify and disclose any open-source components used in the project upon request.

Portfolio Rights: Unless otherwise agreed in writing, Levap Studio reserves the right to reference the engagement and display non-confidential aspects of the work in its portfolio and marketing materials.

5. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and sensitive information disclosed during the engagement ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, technical specifications, source code, customer data, financial information, and trade secrets.

Each party agrees to:

• Use Confidential Information solely for the purpose of fulfilling obligations under these Terms
• Not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or agents who need to know and are bound by similar confidentiality obligations
• Take reasonable measures to protect the confidentiality of such information, using at least the same degree of care used to protect its own confidential information

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order.

Confidentiality obligations survive the termination of any engagement for a period of three (3) years.

6. Payment Terms

Payment terms, rates, and schedules will be specified in the applicable SOW or project agreement. Unless otherwise stated:

• Invoices are due within thirty (30) days of issuance
• A deposit may be required before work commences, as specified in the SOW
• Late payments are subject to interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
• All fees are quoted in U.S. Dollars (USD) unless otherwise specified
• You are responsible for all applicable taxes, duties, and government charges (excluding taxes on Levap Studio's net income)

Levap Studio reserves the right to suspend work on any project for which payment is overdue by more than fifteen (15) days, without liability for any resulting delays.

7. Warranties and Disclaimers

Levap Studio warrants that:

• Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards
• Deliverables will substantially conform to the specifications outlined in the applicable SOW for a period of thirty (30) days following delivery ("Warranty Period")
• It has the right and authority to provide the services and grant the rights described herein

If a deliverable fails to conform to the agreed-upon specifications during the Warranty Period, Levap Studio will, at its own expense, correct the non-conformity within a reasonable time. This is your sole and exclusive remedy for any breach of this warranty.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." LEVAP STUDIO DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LEVAP STUDIO DOES NOT WARRANT THAT DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEVAP STUDIO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF LEVAP STUDIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LEVAP STUDIO'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO LEVAP STUDIO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply to the fullest extent permitted by law, even if any remedy fails of its essential purpose.

9. Indemnification

You agree to indemnify, defend, and hold harmless Levap Studio, its officers, directors, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the deliverables or services
• Your breach of these Terms or any applicable SOW
• Any materials, data, or content you provide that infringe upon or misappropriate any third-party intellectual property or other rights
• Your violation of any applicable law or regulation
• Any claims by third parties arising from your products or services that incorporate deliverables provided by Levap Studio

10. Termination

Either party may terminate an engagement under the following circumstances:

• For Convenience: Either party may terminate an engagement by providing thirty (30) days' written notice to the other party
• For Cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms or the applicable SOW and fails to cure such breach within fifteen (15) days of receiving written notice of the breach
• Insolvency: Either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial portion of its assets

Upon termination:

• You shall pay for all services rendered and expenses incurred up to the date of termination
• Levap Studio will deliver all completed and in-progress work product for which payment has been received
• Each party shall return or destroy the other party's Confidential Information upon request
• Sections relating to Intellectual Property, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, and Governing Law shall survive termination

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws provisions.

Any dispute arising out of or relating to these Terms that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in English, and the decision of the arbitrator shall be final and binding on both parties.

Nothing in this section shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

12. Changes to Terms

Levap Studio reserves the right to modify these Terms at any time. Changes will be effective upon posting the updated Terms on our website with a revised effective date. We will make reasonable efforts to notify active clients of material changes.

Your continued use of our services after the posting of changes constitutes your acceptance of the revised Terms. If you do not agree with the updated Terms, you must discontinue use of our services and notify us in writing.

We encourage you to review these Terms periodically to stay informed of any updates.

13. Contact Us

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us at:

Levap Studio

Email: contact@levapstudio.com

Website: www.levapstudio.com