Terms of Service

1. Master Services Agreement (MSA)

These Terms of Service govern the relationship between CYPRESS INC ("Company", "We", "Us") and the Client ("You", "User") regarding custom software development, digital asset management systems, and client portal infrastructure. By engaging our services, you agree to these enterprise terms.

2. Scope of Custom Engineering

CYPRESS INC provides bespoke software development specifically for creative agencies. Project scopes are defined strictly by individual Statements of Work (SOWs). Any feature requests outside the signed SOW will require a change order and additional billing.

3. Intellectual Property Rights

Upon final payment of all invoices related to a specific SOW, CYPRESS INC grants the Client a perpetual, exclusive license to the custom codebase developed. However, CYPRESS INC retains ownership of foundational, pre-existing libraries and open-source frameworks utilized within the build.

4. Uptime & SLA Guarantees

For platforms hosted and managed by CYPRESS INC, we target a 99.9% uptime SLA. Scheduled maintenance windows will be communicated 72 hours in advance. Downtime resulting from third-party APIs (e.g., AWS, Stripe) is excluded from SLA calculations.

5. API Rate Limiting & Fair Use

For custom APIs developed and hosted by us, rate limits are established per your contract tier. Excessive usage that threatens the stability of the shared or dedicated cluster will result in temporary throttling until the underlying architecture can be horizontally scaled.

6. Payment & Invoicing Terms

Invoices are generated based on the milestones outlined in the SOW. Payments are net-15 unless otherwise specified. Failure to remit payment within 30 days may result in the suspension of staging environments and development sprints.

7. Confidentiality (NDA)

We understand that creative agencies handle unreleased IP for their clients. Both parties agree to mutually binding non-disclosure terms regarding all proprietary assets, business logic, and financial data shared during the discovery and development phases.

8. Limitation of Liability

CYPRESS INC shall not be liable for indirect, incidental, or consequential damages arising from the use of our software, including lost profits or data breaches resulting from the client's failure to maintain proper RBAC (Role-Based Access Control) within their organization.

9. Dispute Resolution

Any disputes arising from this agreement shall be resolved through binding arbitration in Delray Beach, Florida, in accordance with the rules of the American Arbitration Association. For complaints or dispute notices, contact connect@cyprestudio.com.