Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website located at spiraltechstudio.com and the design, engineering, and consulting services provided by Spiral Tech Brands LLC ("Spiral Tech Studio," "we," "us," or "our"). Please read these Terms carefully. By accessing our website or engaging our services, you agree to be bound by these Terms.

1. Services

Spiral Tech Studio provides premium design and engineering services, including but not limited to:

• MVP Design & Engineering: Full-stack product development from concept to deployment
• System Modernization: Migration and modernization of legacy software systems
• Fractional Product Leadership: Strategic product management and advisory services

The specific scope, deliverables, timeline, and pricing for each engagement are defined in a separate written proposal or Statement of Work ("SOW") agreed upon by both parties prior to the commencement of work.

2. Eligibility

By using our services, you represent and warrant that you are at least 18 years of age, have the legal authority to enter into these Terms on behalf of yourself or your organization, and will use our services in compliance with all applicable laws and regulations.

3. Proposals and Statements of Work

All engagements begin with a written proposal or SOW that specifies the project scope, deliverables, timeline, payment terms, and any special conditions. A project is considered officially initiated upon: (a) written acceptance of the proposal by the client, and (b) receipt of the initial payment as specified in the SOW. We reserve the right to decline any project at our sole discretion.

4. Payment Terms

4.1 Payment Structure

Unless otherwise specified in the SOW, our standard payment structure is as follows:

• 50% of the total project fee is due upon signing the proposal and before work commences
• 50% of the total project fee is due upon final delivery and before transfer of deliverables
• Retainer engagements are billed monthly at the start of each billing period.

4.2 Late Payments

Invoices not paid within 15 days of their due date may incur a late fee of 1.5% per month on the outstanding balance. We reserve the right to suspend work on any project with overdue invoices until payment is received.

4.3 Taxes

All fees are exclusive of applicable taxes. Client is responsible for all sales, use, VAT, or similar taxes applicable to the services, except for taxes based on Spiral Tech Studio\u0027s net income.

4.4 Currency

All fees are quoted and payable in United States Dollars (USD) unless otherwise agreed in writing.

5. Changes and Revisions

Our proposals include a defined scope of work. Minor revisions and adjustments within the agreed scope are included. Any changes that materially alter the scope, timeline, or deliverables — including new features, major redesigns, or significant direction shifts — constitute a change order. Change orders must be documented in writing, scoped, priced, and approved by both parties before execution. Clients will never be billed for changes they have not explicitly approved.

6. Client Responsibilities

To ensure timely and successful delivery, clients agree to:

• Provide accurate, complete, and timely information, content, and feedback as reasonably requested
• Designate a single point of contact with authority to make decisions on the project
• Review and respond to deliverables within 5 business days unless otherwise agreed
• Ensure they have all necessary rights and permissions for any materials provided to us

Delays caused by the client\u0027s failure to provide required materials or approvals may result in adjusted timelines and additional fees.

7. Intellectual Property

7.1 Work Product Ownership

Upon receipt of full payment for a project, Spiral Tech Studio assigns to the client all rights, title, and interest in the custom work product created specifically for that project, including source code, designs, and documentation. This assignment is conditional on full payment being received.

7.2 Pre-Existing Materials

Spiral Tech Studio retains all rights to pre-existing tools, frameworks, libraries, methodologies, and proprietary processes used in delivering the services ("Background IP"). To the extent any Background IP is incorporated into the deliverables, we grant client a non-exclusive, perpetual license to use such Background IP solely as part of the delivered work product.

7.3 Third-Party Components

Some deliverables may incorporate open-source software or third-party components. Such components are subject to their own license terms, which we will identify and document at delivery.

7.4 Portfolio Rights

Unless the client requests otherwise in writing, Spiral Tech Studio reserves the right to display and reference the completed project in our portfolio, case studies, and marketing materials. We will not disclose confidential client information without written consent.

8. Confidentiality

Both parties agree to keep confidential any non-public information disclosed in connection with the engagement that is designated as confidential or would reasonably be understood to be confidential ("Confidential Information"). This obligation does not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) was already known to the receiving party; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law. Confidentiality obligations survive termination of these Terms for a period of three (3) years.

9. Communication and Project Management

Project communication is conducted primarily via email and Google Drive. We maintain organized project documentation accessible to the client throughout the engagement. For time-sensitive matters, direct communication is available. We do not use ticketing systems or third-party support queues for client projects.

10. Warranties and Representations

10.1 Our Warranties

We warrant that: (a) we have the right to enter into these Terms; (b) the services will be performed in a professional and workmanlike manner; and (c) the deliverables will materially conform to the specifications in the SOW at the time of delivery.

10.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SPIRAL TECH STUDIO EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE DELIVERABLES WILL BE ERROR-FREE OR THAT THEY WILL MEET YOUR SPECIFIC BUSINESS OBJECTIVES.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPIRAL TECH STUDIO, ITS MEMBERS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless Spiral Tech Studio, its members, officers, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys\u0027 fees) arising out of or related to: (a) your use of our services; (b) your breach of these Terms; (c) any materials or content you provide to us; or (d) your violation of any third-party rights.

13. Termination

13.1 Termination by Client

Client may terminate a project engagement with 14 days\u0027 written notice. Upon termination, client shall pay for all work completed through the termination date. The initial deposit (50%) is non-refundable if work has commenced.

13.2 Termination by Spiral Tech Studio

We may terminate an engagement immediately upon written notice if: (a) client fails to make payment when due and does not cure such failure within 10 days of notice; (b) client materially breaches these Terms; or (c) client engages in conduct that is unlawful or harmful to our business or reputation.

13.3 Effect of Termination

Upon termination, each party shall return or destroy the other party\u0027s Confidential Information. Sections 7, 8, 10, 11, 12, and 15 of these Terms survive termination.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the services shall first be submitted to good-faith negotiation. If the dispute cannot be resolved through negotiation within 30 days, it shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, with proceedings conducted in Cheyenne, Wyoming. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any applicable SOW or proposal, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior agreements and understandings.

15.2 Amendments

We may update these Terms from time to time. Material changes will be communicated via email or posted on our website with an updated effective date. Continued use of our services after such notice constitutes acceptance of the updated Terms.

15.3 Severability

If any provision of these Terms is found to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15.5 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

15.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, acts of government, or internet outages.

16. Contact Information

For questions, concerns, or notices under these Terms, please contact:

• Company: Spiral Tech Brands LLC
• Attn: Yulian David Castrillon — Responsible Party
• EIN: 61-2329652
• Address: 1021 E Lincolnway, Suite 9758, Cheyenne, WY 82001, United States
• Email: info@spiraltechstudio.com
• Website: spiraltechstudio.com