Terms of Service

1. Agreement to Terms

These Terms of Service (these "Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Granite Cloud & Code, a sole proprietorship organized under the laws of the State of New Hampshire with its principal place of business at 287 Winona Road, New Hampton, NH 03256 ("Company,""we," "us," or "our"), governing your access to and use of our website located at granitecloud.io (the "Site") and all professional services we provide to you (collectively, the "Services").

By accessing the Site, engaging our Services, executing a proposal, statement of work, or invoice, or by clicking "I agree" or any similar acknowledgment, you represent that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a legal entity, you represent and warrant that you have authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity. If you do not agree to these Terms, you must not access the Site or engage our Services.

2. Definitions

• "Deliverables" means any tangible or intangible work product, including websites, applications, code, designs, documentation, or other materials, created by Company for Client pursuant to a Statement of Work.
• "Pre-Existing Materials" means any materials, tools, frameworks, libraries, or intellectual property owned by or licensed to Company prior to or independent of any engagement with Client, including open-source components and proprietary utilities.
• "Client Materials" means any content, data, trademarks, logos, images, text, or other materials provided by Client to Company for use in performing the Services.
• "Statement of Work" or "SOW" means any written proposal, work order, or similar document executed by both parties describing a specific scope of Services, deliverables, timeline, and fees.
• "Confidential Information" has the meaning set forth in Section 8.

3. Services; Statements of Work

Company provides custom web design, application development (Laravel and WordPress), and AWS cloud infrastructure and hosting services. The specific scope of Services for each engagement, including deliverables, milestones, acceptance criteria, timeline, and fees, shall be set forth in a mutually executed SOW, which is incorporated into and governed by these Terms. In the event of a conflict between these Terms and an SOW, the SOW shall control solely with respect to the subject matter of that conflict.

Company reserves the right to engage subcontractors to perform any portion of the Services; provided that Company shall remain responsible for the performance of any Services delegated to subcontractors.

4. Client Obligations

Client shall:

• designate a single authorized representative with decision-making authority for all project communications;
• provide accurate, complete, and timely information, content, assets, credentials, and approvals reasonably necessary for Company to perform the Services;
• review and provide written approval or written objections to deliverables within the timeframe specified in the applicable SOW (or, if no timeframe is specified, within ten (10) business days of submission);
• represent and warrant that Client owns or has all necessary rights, licenses, and permissions in and to all Client Materials, and that Client Materials do not infringe, misappropriate, or otherwise violate any third-party intellectual property rights, privacy rights, or applicable law;
• ensure that all applications and content hosted under any Company-managed infrastructure comply with the AWS Acceptable Use Policy and all applicable laws and regulations.

Client acknowledges that delays in fulfilling its obligations may result in revised timelines and may give rise to additional fees at Company's then-current rates.

5. Fees; Payment Terms

5.1 Fees. Client shall pay Company the fees set forth in the applicable SOW or invoice. All fees are stated in United States Dollars and are exclusive of applicable taxes, which Client shall be solely responsible for paying.

5.2 Payment. Unless otherwise specified in an SOW, invoices are due and payable within fifteen (15) calendar days of the invoice date. Deposit amounts specified in an SOW are due prior to commencement of work.

5.3 Late Payments. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if lower) from the due date until paid in full. Company reserves the right to suspend performance of Services upon written notice to Client if any undisputed amount remains unpaid for more than fifteen (15) days after the due date.

5.4 Non-Refundable Deposits. All deposit payments are non-refundable once work has commenced, except as expressly provided in these Terms or the applicable SOW.

5.5 Disputed Invoices. Client must notify Company in writing of any good-faith dispute with respect to an invoice within ten (10) business days of receipt. Undisputed amounts remain due and payable by the original due date.

6. Intellectual Property

6.1 Client Materials. As between the parties, Client retains all right, title, and interest in and to all Client Materials. Client grants Company a limited, non-exclusive, royalty-free license to use Client Materials solely for the purpose of performing the Services during the applicable engagement.

6.2 Pre-Existing Materials. Company retains all right, title, and interest in and to all Pre-Existing Materials. To the extent any Deliverable incorporates Pre-Existing Materials, Company grants Client a non-exclusive, perpetual, worldwide, royalty-free license to use such Pre-Existing Materials solely as incorporated in and necessary for Client's use of the Deliverable.

6.3 Assignment of Deliverables. Subject to receipt of full payment of all amounts due under the applicable SOW, Company hereby irrevocably assigns to Client all right, title, and interest worldwide in and to any custom Deliverables created exclusively for Client under that SOW, excluding any Pre-Existing Materials incorporated therein. This assignment shall be effective automatically upon receipt of final payment without any further instrument required, provided that Client may request that Company execute such additional documents as may be reasonably necessary to perfect or record the assignment.

6.4 Portfolio Rights. Company retains the right to display and reference Deliverables as part of its professional portfolio and marketing materials, unless Client provides written notice requesting otherwise prior to project completion. Company shall not disclose Client's confidential business information in connection with any such portfolio use.

6.5 Feedback. If Client provides feedback, suggestions, or ideas regarding the Services or Site, Client grants Company a non-exclusive, perpetual, irrevocable, royalty-free license to use and incorporate such feedback without any obligation or compensation to Client.

7. Hosting Services

7.1 Service Level. For managed AWS cloud hosting Services, Company shall use commercially reasonable efforts to maintain ninety-nine and nine-tenths percent (99.9%) uptime, measured on a monthly basis, excluding scheduled maintenance windows and Force Majeure Events (as defined in Section 16). Company does not guarantee uninterrupted or error-free operation of the hosting infrastructure.

7.2 Client Data. Client is solely responsible for the legality, accuracy, and completeness of all data, applications, and content hosted under Company-managed infrastructure. Company shall implement commercially reasonable administrative, technical, and physical safeguards to protect Client data from unauthorized access or disclosure.

7.3 Backups. Company performs periodic backups of hosted environments as part of standard hosting Services; however, Company does not guarantee the completeness or availability of any backup at any particular time. Client is solely responsible for maintaining independent backups of all critical data and applications.

7.4 Billing and Suspension. Hosting fees are billed monthly in advance. If Client fails to pay any hosting invoice within fifteen (15) days of the due date, Company may, upon written notice, suspend the applicable hosting Services. Following thirty (30) days of continuous suspension, Company may terminate the hosting Services and permanently delete hosted data; provided that Company shall use commercially reasonable efforts to provide Client an opportunity to retrieve its data prior to deletion.

7.5 AWS Acceptable Use. Client's use of any hosting Services is subject to and must comply with the AWS Acceptable Use Policy, as amended by Amazon Web Services from time to time. Company reserves the right to immediately suspend hosting Services if Client's use violates such policy.

8. Confidentiality

Each party (the "Receiving Party") agrees to hold in strict confidence any non-public, proprietary, or sensitive information disclosed by the other party (the "Disclosing Party") in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). The Receiving Party shall: (a) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms; (b) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. These obligations do not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is required to be disclosed by law or court order, provided that the Receiving Party provides prompt written notice to the Disclosing Party and cooperates in seeking a protective order.

9. Warranties; Disclaimer

9.1 Company Warranty. Company warrants that Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards.

9.2 Client Warranty. Client warrants that: (a) it has full authority to enter into these Terms; (b) all Client Materials are owned by or properly licensed to Client; and (c) Client Materials and Client's use of the Services do not and will not infringe any third-party rights or violate any applicable law.

9.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICES AND SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability

10.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 AGGREGATE LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO COMPANY IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Essential Basis. The parties acknowledge that the limitations of liability in this Section 10 reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties, without which Company would not have entered into these Terms.

11. Indemnification

Client shall indemnify, defend (with counsel reasonably acceptable to Company), and hold harmless Company and its officers, employees, agents, and contractors (each, an "Indemnified Party") from and against any and all third-party claims, demands, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) Client's breach of any representation, warranty, covenant, or obligation under these Terms; (b) any Client Materials, including any allegation that Client Materials infringe, misappropriate, or otherwise violate any third-party intellectual property rights or privacy rights; (c) Client's negligence or willful misconduct; or (d) Client's violation of any applicable law or regulation. Company shall promptly notify Client in writing of any claim for which indemnification is sought, cooperate reasonably at Client's expense, and grant Client sole control of the defense and settlement of such claim, provided that Client may not settle any claim that imposes any obligation or liability on any Indemnified Party without Company's prior written consent.

12. Term and Termination

12.1 Term. These Terms commence on the date you first access the Site or engage the Services and continue until terminated in accordance with this Section.

12.2 Termination for Convenience. Either party may terminate any ongoing engagement under an SOW upon thirty (30) days' prior written notice to the other party.

12.3 Termination for Cause. Either party may terminate an SOW or these Terms immediately upon written notice if the other party: (a) materially breaches these Terms or the SOW and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach in reasonable detail; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

12.4 Effect of Termination. Upon termination: (a) Client shall pay Company for all Services performed and expenses incurred through the effective date of termination; (b) each party shall promptly return or certify the destruction of the other party's Confidential Information; (c) any licenses granted to Client are contingent on full payment and survive only to the extent fully paid for; and (d) Sections 5 (Fees), 6 (Intellectual Property), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12.4 (Effect of Termination), 13 (Dispute Resolution), 14 (Governing Law), and 15 (General Provisions) shall survive termination.

13. Dispute Resolution

Prior to initiating any formal legal proceeding, the parties shall attempt in good faith to resolve any dispute through informal negotiation. If a dispute cannot be resolved informally within thirty (30) days after one party provides written notice to the other, either party may pursue its legal remedies as provided herein.

Any action or proceeding arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in Belknap County, New Hampshire, and each party irrevocably consents to the personal jurisdiction and venue of such courts. Nothing in this Section shall preclude either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

14. Governing Law

These Terms and all disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of New Hampshire, without giving effect to any choice of law or conflict of law provisions.

15. General Provisions

Entire Agreement. These Terms, together with all applicable SOWs and Company's Privacy Policy, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous oral or written agreements, representations, and understandings.

Amendments. Company reserves the right to modify these Terms at any time. Material modifications will be posted on the Site with an updated effective date. Continued use of the Site or Services after the effective date of any modification constitutes acceptance of the modified Terms. With respect to active SOWs, modifications shall not apply without Client's written consent.

Severability. If any provision of these Terms is held invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver. No failure or delay by either party in exercising any right or remedy shall operate as a waiver thereof. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof.

Assignment. Client may not assign or transfer any rights or obligations under these Terms without Company's prior written consent. Company may freely assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this provision is void.

Notices. All notices under these Terms shall be in writing and delivered by email (with confirmation of receipt) or by nationally recognized overnight courier or certified mail to the addresses set forth herein or as updated by written notice.

16. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, government actions, internet outages, or third-party service provider failures ("Force Majeure Events"), provided that the affected party: (a) promptly notifies the other party; (b) uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (c) resumes performance as soon as reasonably practicable.

17. Contact Information

Questions or notices regarding these Terms should be directed to: