TERMS OF SERVICE.

Welcome to Absolute Black Studio ("Absolute Black," "we," "us," or "our"), accessible via absoluteblack.in. These Terms of Service ("Terms") govern your access to and use of our website, applications, services, and any commercial engagements entered into with Absolute Black for digital product strategy, UX/UI design, custom web and mobile software development, ecommerce engineering, SEO optimization, and autonomous AI agents. By accessing our website or executing a Statement of Work (SOW), Proposal, or Service Agreement with Absolute Black, you ("Client" or "User") agree to be bound by these Terms. If you do not agree to these Terms, you must not access our website or engage our studio services.

Absolute Black is a specialized boutique technology studio offering high-craft digital product design and software engineering. Our services include: 1. Website & Web Application Development: Modern, high-performance web applications built using Next.js, TypeScript, React, and tailored backend infrastructures. 2. Custom Software & Mobile Applications: Native, cross-platform, or enterprise software solutions engineered to agreed specifications. 3. Ecommerce Engineering: Custom headless or platform-integrated storefronts, payment gateway integrations, and conversion optimization. 4. Product Strategy & UX/UI Design: Research, design systems, visual hierarchy, interaction prototyping, and interface engineering. 5. Autonomous AI Agents & Workflows: AI agent architecture, LLM integration, tool calling, and automated workflow pipelines. 6. SEO & Technical Performance: Search engine optimization, Core Web Vitals audits, and site speed engineering. Specific deliverables, milestone timelines, costs, and acceptance criteria for commercial projects shall be defined in an individual Statement of Work (SOW) or signed proposal executed between Absolute Black and the Client.

Ownership of deliverables and underlying technology is governed as follows: • Client Ownership of Custom Deliverables: Upon full and final payment of all invoiced fees associated with a specific project, Absolute Black assigns to the Client all right, title, and interest (including copyright and intellectual property rights) in and to the custom design assets, custom source code, and bespoke software deliverables explicitly created for the Client under the applicable SOW. • Studio Pre-existing IP & Frameworks: Absolute Black retains sole ownership of all pre-existing software, internal code libraries, developer tooling, general design patterns, algorithms, UI components, and proprietary frameworks created prior to or outside of the Client engagement ("Studio Materials"). Absolute Black grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use any Studio Materials embedded into final deliverables solely for operating the delivered software. • Marketing & Portfolio Rights: Unless explicitly restricted by a signed NDA, Absolute Black retains the right to display completed visual work, project descriptions, and general design achievements in our portfolio, website, and promotional media.

Timely and successful delivery of digital products requires active Client collaboration: • Access & Credentials: The Client agrees to provide timely access to necessary third-party accounts, APIs, server credentials, domain registrars, and media assets required for execution. • Asset Clearances: The Client warrants that all brand assets, logos, text content, imagery, trademarks, and data provided to Absolute Black do not infringe upon any third-party intellectual property or privacy rights. • Review & Feedback: The Client shall provide prompt feedback on design iterations, staging builds, and milestone deliverables within agreed review windows to prevent project delays.

Client agrees to pay all project fees according to the milestone schedules set forth in the applicable SOW or invoice: • Retainers & Invoices: Project deposits or retainers are due upon SOW execution prior to kickoff. Invoices are payable within the net payment terms specified on the invoice (e.g., Net 15 or Net 30). • Late Payments: Overdue invoices may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law). Absolute Black reserves the right to pause ongoing engineering work or delay staging deployments until outstanding balances are resolved. • Taxes: All fees are exclusive of applicable national, state, or local taxes (such as VAT, GST, or sales tax), which shall be paid by the Client where applicable.

Both Absolute Black and the Client agree to hold all confidential business information, proprietary technical specs, trade secrets, financial details, and source code disclosed during the engagement in strict confidence. Neither party shall disclose such information to third parties without prior written consent, except to employees, contractors, or legal/financial advisors bound by equivalent confidentiality obligations.

Where project deliverables include autonomous AI agents, machine learning integrations, or generative LLM API pipelines: • Model Non-Determinism: Client acknowledges that foundation AI models inherently exhibit non-deterministic behavior. Absolute Black engineers robust validation pipelines, prompt constraints, and fallback guards, but does not guarantee 100% accuracy of generative outputs. • Third-Party API Service Availability: Absolute Black is not liable for service outages, rate limits, pricing changes, or model deprecations imposed by third-party model providers (e.g., OpenAI, Anthropic, Google Cloud). • Human Oversight: Client is responsible for implementing appropriate human review mechanisms for critical business workflows driven by AI agents.

Absolute Black warrants that all deliverables will be crafted with professional skill, diligence, and in accordance with modern software engineering standards. • Bug-Fix Warranty: Unless specified otherwise in an SOW, Absolute Black provides a 30-day post-launch warranty period to correct verifiable, reproducible software bugs or deviations from agreed technical specifications without additional charge. • As-Is Website Use: Our public website (absoluteblack.in) and portfolio materials are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, express or implied.

To the maximum extent permitted by applicable law: • Consequential Damages Exclusion: In no event shall Absolute Black, its directors, engineers, or partners be liable for any indirect, incidental, special, consequential, or punitive damages (including loss of profits, revenue, data, or business interruption) arising out of or related to our services or website. • Liability Cap: Absolute Black's total cumulative liability for any claims arising under or related to a project engagement shall not exceed the total fees paid by the Client to Absolute Black for that specific engagement during the 6-month period preceding the event giving rise to liability.

Either party may terminate an ongoing SOW for material breach upon 14 days' written notice if the breaching party fails to cure such breach within the notice period. Upon termination, Client shall pay Absolute Black for all work completed, hours logged, and non-cancellable expenses incurred up to the effective date of termination. Absolute Black will deliver all completed work products for paid milestones.

These Terms and any project engagements shall be governed by and construed in accordance with applicable governing laws. Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith executive negotiations. If unresolved, disputes shall be submitted to binding arbitration or courts of competent jurisdiction.

For any legal notices, questions regarding these Terms, or project contract inquiries, please reach out to us at: Absolute Black Studio Email: absoluteblackinc@gmail.com Website: https://absoluteblack.in