Terms of Service

Welcome to Amdura™ ("we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our web design, branding, software engineering, cross-cultural UX research, and AI integration services, as well as our hosted SaaS platforms and client portals (collectively, the "Services").

By executing a Statement of Work (SOW), subscribing to our software platforms, or paying an invoice issued by Amdura™, you ("Client" or "User") agree to be bound by these Terms.

1. Scope of Services & Divisional Execution

Amdura™ operates three primary functional divisions:

• Amdura™ Creative Studio: Custom web engineering, UI/UX design, brand identity systems, web performance optimization, and localized AI integrations for local businesses and commercial enterprises.
• Amdura™ Enterprise Solutions: Scalable B2B SaaS architecture, cross-cultural software plugins, custom API development, and enterprise workflow automation.
• Amdura™ Innovation Lab: Cross-cultural user experience research, spatial computing, embodied AI interfaces, and human-in-the-loop testing environments.

2. Commercial Terms, Billing & Deposit Protocol

Unless otherwise agreed in a written Statement of Work (SOW), all commercial engagements are governed by the following payment schedule:

• Initial Deposit: A non-refundable deposit equal to fifty percent (50%) of the total project cost is required prior to project scheduling, asset development, or code execution.
• Milestone & Final Payments: Remaining project balances are invoiced upon milestone completion or delivery of final staging links, payable prior to production launch or final asset transfer.
• Grace Period & Late Fee Penalty: Invoices feature a mandatory fifteen (15) calendar day grace period from the invoice date. Unpaid balances remaining after fifteen days accrue a monthly late payment penalty of two percent (2.0%) or the maximum rate permitted by law, calculated daily from the original due date.

3. Scope Adjustments & Change Order Protocol

Project parameters, feature lists, and revision counts are strictly defined within each client's individual Statement of Work (SOW) or proposal.

Any requests for additions, functionality modifications, design revisions exceeding stated allowances, or out-of-scope integrations will be executed via a formal Change Order billed at our standard hourly engineering rate of $50.00 / hour. Work on Change Orders will commence upon written client approval.

4. Intellectual Property (IP) Ownership & Transfer

• Bespoke Deliverables Transfer: All custom design assets, bespoke brand graphics, custom HTML/CSS/JS code, and unique copy created specifically for the Client transfer to the Client exclusively upon 100% settlement of all outstanding invoices and project fees.
• Amdura™ Background IP & Reusable SDKs: Amdura™ retains full, unencumbered ownership of all pre-existing software, background algorithms, reusable UI components, starter frameworks, and proprietary AI agent logic ("Background IP"). Upon final payment, Client is granted a non-exclusive, perpetual, royalty-free license to utilize embedded Background IP solely within the scope of the delivered project.
• Portfolio & Promotional Usage: Unless explicitly restricted via a signed Non-Disclosure Agreement (NDA), Amdura™ retains the right to display completed visual designs, website screenshots, and high-level project case studies within our public portfolio and promotional marketing materials.

5. AI Integrations & Third-Party Services

For projects incorporating localized artificial intelligence, conversational agents (Aries™), or third-party web tools (e.g., Stripe, Hostinger, Google Analytics, OpenAI APIs):

• Zero-Training Data Policy: Enterprise AI integrations provided by Amdura™ utilize commercial API tiers configured to opt-out of model training, keeping client data isolated.
• Third-Party Platform Dependencies: Client acknowledges that third-party APIs and infrastructure services operate subject to their respective terms and uptime SLAs. Amdura™ is not liable for disruptions, policy shifts, or service outages originating from third-party vendors.

6. Warranties, Client Responsibilities & Liabilities

Client agrees to provide necessary media assets, feedback, and access approvals in a timely manner. Amdura™ provides a thirty (30) day bug-fix warranty following final production delivery to resolve code defects in custom deliverables.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMDURA™ SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES ARISING FROM THE USE OF OUR SERVICES. AMDURA™'S TOTAL AGGREGATE LIABILITY UNDER ANY CLAIM SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO AMDURA™ DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.

7. Governing Law & Dispute Resolution

These Terms, and all contractual relations between Amdura™ and Client, are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States, without regard to conflict of law principles. Any legal action or proceeding arising under these Terms shall be instituted exclusively in the state or federal courts located in Essex County or Suffolk County, Massachusetts.

8. Contact Information

For questions regarding these Terms of Service or commercial billing inquiries, please contact our legal operations team:

Amdura™ Operations
Lawrence, MA 01840, United States
Email: legal@amdigitaldesigns.com