Master Services Agreement & Terms of Service
1. CORPORATE IDENTIFICATION & APPLICABILITY
This Master Services Agreement ("Agreement") constitutes a binding legal contract between surething LLC, a Wyoming limited liability company operating under the commercial brand surething ("Company", "we", "us", or "our"), and the commercial client, enterprise customer, or entity accessing our services or executing a Statement of Work ("Client", "you").
By engaging surething for software architecture, systems engineering, digital infrastructure, or retainer consulting, Client acknowledges and agrees to be bound by the terms contained herein.
2. STATEMENTS OF WORK (SOW) & DELIVERABLES
All specific software engineering deliverables, architectural milestones, delivery timelines, acceptance criteria, and project fees shall be defined in sequentially numbered Statements of Work (each, an "SOW") executed by authorized representatives of both parties. In the event of any conflict between this Agreement and an SOW, the provisions of the specific SOW shall govern.
3. INVOICING, FEES & PAYMENT TERMS
Client agrees to remit payment according to the milestone schedule or recurring retainer fee specified in the applicable SOW.
- Accepted Settlement Methods: Domestic US ACH, Fedwire transfers, major corporate credit cards processed via Stripe, or international SWIFT wire transfers.
- Payment Window: Unless otherwise specified in an SOW, all invoices are due within fifteen (15) calendar days from receipt (Net-15).
- Late Fees: Outstanding balances unpaid after thirty (30) days shall accrue interest at the rate of 1.5% per month or the maximum statutory rate permitted by Wyoming law.
4. INTELLECTUAL PROPERTY & WORK-FOR-HIRE
Upon full and final payment of all outstanding fees associated with an SOW, surething LLC assigns and transfers to Client all right, title, and interest in and to the custom software code, application logic, and deliverables created specifically for Client ("Client IP").
Pre-Existing Tools & Boilerplates: surething LLC retains full ownership of any pre-existing code libraries, developer utilities, deployment scripts, frameworks, or open-source components ("Background Technology") utilized in delivering the services. surething LLC grants Client a non-exclusive, perpetual, worldwide, royalty-free license to utilize such Background Technology solely as embedded within the Deliverables.
5. INDEPENDENT CONTRACTOR NETWORK & ASSIGNMENT
surething LLC operates as an independent contractor studio. To fulfill specialized engineering tasks, surething LLC engages a vetted distributed network of senior software engineers, infrastructure architects, and technical specialists ("Contractors"). surething LLC certifies that all Contractors are subject to comprehensive non-disclosure agreements (NDAs) and full intellectual property assignment provisions that protect Client data and deliverables.
6. WARRANTIES & LIMITATION OF LIABILITY
surething LLC warrants that services will be performed in a professional, workmanlike manner in accordance with recognized industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL DELIVERABLES AND CODE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
IN NO EVENT SHALL SURETHING LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO CASE SHALL SURETHING LLC'S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT UNDER THE APPLICABLE SOW DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.
7. GOVERNING LAW & JURISDICTION
This Agreement, its interpretation, and any disputes arising hereunder shall be governed exclusively by the laws of the State of Wyoming, USA, without regard to its conflict of law principles. The parties submit to the exclusive personal jurisdiction of the state and federal courts located in Sheridan County, Wyoming.
8. CONTACT & NOTICES
Legal & Corporate Desk // surething
Sheridan, Wyoming, USA
Email: hello@surething.dev