Terms of Service

1. Agreement to Terms

By accessing or using the website shibasoftwareconsulting.com ("Website") or engaging the services of Shiba Software Consulting LLC ("Company," "we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our Website or services.

2. Services

Shiba Software Consulting provides software development consulting services, including but not limited to:

• Cloud-native full-stack application development
• REST API design and development
• Microservices architecture consulting
• Event-driven systems implementation
• AI and RAG application development
• MLOps and LLM pipeline development
• Technical consultation and code review

Specific services, deliverables, timelines, and fees will be outlined in a separate Statement of Work (SOW) or service agreement for each engagement.

3. Client Responsibilities

As a client, you agree to:

• Provide accurate and complete information necessary for the project
• Respond to communications and requests in a timely manner
• Provide access to necessary systems, accounts, and resources
• Review and provide feedback on deliverables within agreed timeframes
• Make payments according to the agreed payment schedule
• Comply with all applicable laws and regulations

4. Intellectual Property

Work Product

Unless otherwise specified in a written agreement, upon full payment for services:

• Client receives ownership of custom code and deliverables created specifically for the project
• Company retains ownership of pre-existing tools, libraries, and methodologies
• Company may use general knowledge and skills gained during the project

Third-Party Components

Projects may incorporate open-source or third-party components subject to their respective licenses. Client is responsible for complying with these licenses.

5. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the engagement. This includes:

• Business strategies and plans
• Technical specifications and source code
• Customer data and user information
• Financial information
• Any information marked as confidential

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

6. Payment Terms

Payment terms will be specified in the applicable Statement of Work. General terms include:

• Invoices are due within 30 days of receipt unless otherwise agreed
• Late payments may incur interest at 1.5% per month
• Company reserves the right to suspend work for overdue payments
• All fees are non-refundable unless otherwise stated

7. Warranties and Disclaimers

Limited Warranty

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. We will correct any defects reported within 30 days of delivery at no additional cost.

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that services will be uninterrupted, error-free, or completely secure. Client is responsible for maintaining backups and security measures.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Company's total liability shall not exceed the fees paid for the specific services giving rise to the claim
• Company shall not be liable for indirect, incidental, special, consequential, or punitive damages
• Company shall not be liable for lost profits, data loss, or business interruption

9. Indemnification

Client agrees to indemnify and hold harmless Company from any claims, damages, losses, and expenses arising from: (a) Client's breach of these Terms; (b) Client's use of deliverables; (c) Client's violation of any third-party rights; or (d) Client's violation of applicable laws.

10. Termination

Either party may terminate an engagement:

• With 30 days written notice for convenience
• Immediately upon material breach that remains uncured for 15 days after notice
• Immediately if the other party becomes insolvent or files for bankruptcy

Upon termination, Client shall pay for all services rendered through the termination date.

11. Independent Contractor

Company is an independent contractor and not an employee, agent, or partner of Client. Nothing in these Terms creates an employment relationship, partnership, or joint venture between the parties.

12. Governing Law and Disputes

These Terms shall be governed by the laws of the State of California, without regard to conflict of law principles. Any disputes arising from these Terms or our services shall be resolved through:

1. Good faith negotiation between the parties
2. Mediation in California
3. Binding arbitration in accordance with AAA Commercial Arbitration Rules

13. Website Use

When using our Website, you agree not to:

• Use the Website for any unlawful purpose
• Attempt to gain unauthorized access to any systems
• Interfere with or disrupt the Website's operation
• Transmit malware, viruses, or harmful code
• Scrape or collect data without permission
• Impersonate any person or entity

14. Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to the Website. Continued use of our Website or services after changes constitutes acceptance of the modified Terms.

15. Miscellaneous

• Entire Agreement: These Terms, together with any SOW, constitute the entire agreement between the parties
• Severability: If any provision is found unenforceable, the remaining provisions shall continue in effect
• Waiver: Failure to enforce any right does not constitute a waiver of that right
• Assignment: Client may not assign these Terms without written consent
• Force Majeure: Neither party is liable for delays due to circumstances beyond reasonable control

16. Contact Information

For questions about these Terms, please contact us: