MakerlyAI Master Brand
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Client Contract Terms

Terms of Service

Effective Date: January 1, 2025 • Last Updated: September 2025

1. Engagement Structure & Scopes

Makerly AI operates as a custom software engineering and digital product studio. Work is structured under mutually agreed Statements of Work (SOW) or milestone sprints outlining technical deliverables, architectures, and timelines.

2. 100% Intellectual Property (IP) Transfer

Upon receipt of final milestone payments, you own 100% of all custom code, user interfaces, database schemas, and documentation created specifically for your project. Makerly AI claims zero perpetual royalties, vendor lock-in, or proprietary hold on your production source code.

3. Development Milestones & Sprints

Sprint deliverables undergo staging reviews on live preview URLs. Revisions within the defined project scope are addressed promptly. Material scope changes outside the initial agreement are estimated as separate sprint extensions.

4. Payment Terms & Invoicing

Projects typically proceed under a 50% kick-off deposit and 50% upon final acceptance, or milestone-based tranches for larger architectures. Invoices are settled via direct bank transfer, Stripe, or standard escrow mechanisms.

5. Age Eligibility & User Warranty

By accessing our site, requesting software development estimates, or entering into contracts with Makerly AI, you represent and warrant that you are at least 18 years of age (or the legal age of majority in your jurisdiction) and possess full legal capacity to enter into binding agreements. If you represent a legal entity, you warrant that you are duly authorized to bind such entity.

6. Satisfaction Guarantee & Refund Policy

Our preview sprint satisfaction guarantee is governed strictly under our Refund Policy. In the event that a 24-48h working preview does not meet your specifications, no completion fees are owed, and the deposit refund terms specified in the SOW shall govern.

7. Complete Disclaimer of Warranties ("AS-IS")

EXCEPT AS EXPLICITLY SET FORTH IN A FORMAL STATEMENT OF WORK, ALL CODE, SOFTWARE, ARCHITECTURES, ARTIFICIAL INTELLIGENCE MODELS, INTEGRATIONS, AND CONSULTATIONS ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. MAKERLY AI DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR CONTINUOUS UNINTERRUPTED OPERATION. THIRD-PARTY APIS AND AI FOUNDATION MODELS (SUCH AS OPENAI, GROQ, ANTHROPIC, OR SARVAM) OPERATE INDEPENDENTLY, AND MAKERLY AI IS NOT LIABLE FOR UPSTREAM OUTAGES OR BEHAVIORAL SHIFTS IN THIRD-PARTY AI PROVIDERS.

8. Strict Limitation of Liability & Cap on Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE GLOBAL LAW, UNDER NO CIRCUMSTANCES SHALL MAKERLY AI, ITS FOUNDERS, EMPLOYEES, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES—INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, DATA LOSS, REPUTATIONAL DAMAGE, WORK STOPPAGE, OR BUSINESS INTERRUPTION—ARISING FROM OR RELATED TO YOUR USE OF DELIVERABLES OR ENGAGEMENT WITH US, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL MAKERLY AI'S TOTAL AGGREGATE LIABILITY ARISING FROM ALL CLAIMS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO MAKERLY AI IN THE THREE (3) MONTHS PRECEDING THE CLAIM, OR USD $500 (WHICHEVER IS LESS).

9. Mutual Indemnification

You agree to defend, indemnify, and hold harmless Makerly AI and its representatives from and against any third-party claims, liabilities, damages, judgments, or expenses (including reasonable attorney fees) arising from: (a) content, assets, or software logic provided or directed by you; (b) any breach of these Terms; or (c) violation of applicable third-party rights or global laws.

10. Governing Law, Binding Arbitration & Class Action Waiver

These Terms and any project engagements are governed exclusively by the laws of India, without regard to conflict of law principles. Any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved exclusively through final and binding arbitration administered in Jamshedpur / Jharkhand, India, or conducted virtually by a mutually agreed arbitrator.

YOU EXPRESSLY AGREE THAT ALL DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

11. Notices, Billing & Support Inquiries

All formal notices, invoice queries, and contract communications should be addressed to our relevant operational channels: