이용약관

1. 약관 동의

These 이용약관 ("Terms") 법적 구속력이 있는 계약을 구성합니다 귀하와 ("Client," "you," or "your") Seraphim 간의 베트남 Co., Ltd., 법률에 따라 설립된 회사 of the Socialist Republic of 베트남, 사무실 위치: 호치민시, 베트남; 싱가포르; 로스앤젤레스, 미국; and 서울, 한국 ("Seraphim," "회사," "we," "us," or "our").

저희 웹사이트에 접속함으로써, 저희 서비스를 이용함으로써, or 저희와 비즈니스 관계를 맺음으로써, 귀하는 이 약관을 읽고, 이해하고, 이에 구속되는 것에 동의함을 인정합니다. 이 약관에 동의하지 않으시면, 저희 서비스를 사용하실 수 없습니다.

중요: 이 약관에는 당사의 책임을 제한하는 조항이 포함되어 있습니다, require arbitration for 분쟁 해결, and 배상 의무가 포함되어 있습니다. 주의 깊게 읽어주세요.

2. 서비스

2.1 서비스 범위

Seraphim은 다음을 포함한 기술 컨설팅 서비스를 제공합니다, 이에 국한되지 않음: 클라우드 아키텍처 설계 및 구현, 인공지능 및 머신러닝 솔루션, 소프트웨어 개발, UI/UX 디자인, 이커머스 개발, 로보틱스 컨설팅, and 인력 증강 서비스 ("서비스").

2.2 서비스 계약

특정 서비스는 별도의 작업 명세서에 의해 관리됩니다 ("SOW"), 마스터 서비스 계약 ("MSA"), or 이 약관을 참조로 통합하는 기타 서면 계약. 충돌이 있는 경우 between these Terms and a specific agreement, 특정 계약이 우선합니다.

2.3 Changes to 서비스

We reserve the right to modify, suspend, or discontinue any Service at any time. We will provide reasonable notice of material changes. 계속d use of 서비스 after changes constitutes acceptance.

3. Client Obligations

3.1 Accurate Information

You agree to provide accurate, current, and complete information as required for the provision of 서비스. You are responsible for maintaining the accuracy of such information.

3.2 Cooperation

You agree to provide timely access to necessary resources, personnel, information, systems, and approvals required for Seraphim to perform the 서비스. Delays caused by your failure to cooperate may result in timeline extensions and additional charges.

3.3 법적 고지 컴플라이언스

You represent and warrant that your use of our 서비스 will comply with all applicable laws, regulations, and third-party rights, including intellectual property rights, data protection laws, and export control regulations.

3.4 Prohibited Uses

You shall not use our 서비스 to: (a) violate any applicable law or regulation; (b) infringe upon intellectual property rights; (c) transmit malicious code or engage in hacking activities; (d) engage in fraudulent, deceptive, or misleading practices; (e) develop weapons, surveillance systems for human rights violations, or other harmful applications; (f) compete directly with Seraphim using knowledge gained through engagement.

4. Payment Terms

4.1 Fees

Fees for 서비스 are specified in the applicable SOW or agreement. 전체 fees are quoted in US Dollars unless otherwise stated and are exclusive of applicable taxes.

4.2 Payment Schedule

Unless otherwise agreed: (a) project-based work requires 50% upon signing and 50% upon completion; (b) retainer services are payable monthly in advance; (c) time and materials engagements are invoiced monthly in arrears.

4.3 Late Payment

Invoices are due within 14 days of receipt unless otherwise specified. 연체 결제 accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to suspend 서비스 for accounts more than 30 days overdue.

4.4 세금es

You are responsible for all taxes, duties, and levies arising from 서비스, except for taxes based on Seraphim's net income. If withholding is required, you shall gross up payments so that Seraphim receives the full amount.

4.5 Expenses

Pre-approved travel, accommodation, and out-of-pocket expenses are reimbursable at cost plus 10% administrative fee.

5. 지적 재산권

5.1 Client Materials

You retain all rights in materials you provide to us ("Client Materials"). You grant Seraphim a non-exclusive, royalty-free license to use Client Materials solely for performing the 서비스.

5.2 Deliverables

Upon full payment, you receive ownership of custom deliverables specifically created for you under the applicable SOW ("Deliverables"), excluding any Seraphim Pre-Existing IP or Third-Party Materials incorporated therein.

5.3 Seraphim Pre-Existing IP

Seraphim retains all rights in methodologies, tools, frameworks, templates, know-how, and materials developed prior to or independently of the engagement ("Pre-Existing IP"). You receive a non-exclusive, perpetual, royalty-free license to use Pre-Existing IP solely as incorporated in Deliverables for your internal business purposes.

5.4 Residual Knowledge

Seraphim may use general knowledge, skills, experience, ideas, concepts, and techniques acquired during performance of 서비스 for any purpose, provided such use does not disclose your Confidential Information.

5.5 Third-Party Materials

Deliverables may incorporate open-source software or third-party components subject to their respective licenses. Seraphim will identify such components upon request.

6. Confidentiality

6.1 Definition

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or should reasonably be understood to be confidential, including business plans, technical data, customer information, and financial information.

6.2 Obligations

Each party agrees to: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information only for purposes of the engagement; (c) disclose Confidential Information only to personnel with a need to know; (d) protect Confidential Information with at least the same degree of care used for its own confidential information, but no less than reasonable care.

6.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; (d) is rightfully obtained from a third party without restriction.

6.4 Required Disclosure

Disclosure is permitted if required by law, regulation, or court order, provided the disclosing party gives prompt notice (where legally permitted) to allow the other party to seek protective measures.

6.5 Duration

Confidentiality obligations survive termination for five (5) years, except for trade secrets which remain protected indefinitely.

7. 보증 및 면책

7.1 Seraphim Warranties

Seraphim warrants that: (a) 서비스 will be performed in a professional and workmanlike manner consistent with industry standards; (b) personnel performing 서비스 have the requisite skills and qualifications; (c) Deliverables will substantially conform to specifications in the applicable SOW for 30 days following delivery.

7.2 Client Warranties

You warrant that: (a) you have authority to enter into these Terms; (b) Client Materials do not infringe third-party rights; (c) your use of 서비스 and Deliverables will comply with applicable laws.

7.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, 서비스 AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. SERAPHIM DOES NOT WARRANT THAT 서비스 WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

7.4 Third-Party 서비스

We may recommend or integrate third-party services (AWS, Azure, GCP, etc.). We are not responsible for third-party services and make no warranties regarding them.

8. 책임 제한

8.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SERAPHIM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

SERAPHIM'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY 서비스 SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO SERAPHIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) TEN THO미국ND US DOLLARS (USD $10,000).

8.3 Exceptions

The limitations in this Section 8 do not apply to: (a) liability arising from gross negligence, willful misconduct, or fraud; (b) indemnification obligations under Section 9; (c) breach of confidentiality obligations; (d) your payment obligations.

8.4 Essential Basis

The parties acknowledge that the limitations of liability reflect a reasonable allocation of risk and form an essential basis of the bargain. The 서비스 would not be provided without such limitations.

9. 면책

9.1 Client 면책

You agree to indemnify, defend, and hold harmless Seraphim, its directors, officers, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your breach of these Terms; (b) your violation of applicable laws; (c) Client Materials infringing third-party rights; (d) your negligence or willful misconduct; (e) your use of Deliverables in a manner not authorized by these Terms.

9.2 Procedure

Seraphim will: (a) promptly notify you of any claim; (b) provide reasonable cooperation in defense; (c) allow you to control the defense and settlement, provided any settlement does not impose obligations on Seraphim without consent.

10. Term and 종료

10.1 Term

These Terms remain in effect until terminated. Specific engagement terms are set forth in applicable SOWs.

10.2 종료 for Convenience

Either party may terminate an ongoing engagement with 30 days' written notice. You shall pay for all 서비스 performed and expenses incurred through the termination date.

10.3 종료 for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within 15 days of notice; (b) becomes insolvent or files for bankruptcy; (c) ceases operations.

10.4 Effect of 종료

Upon termination: (a) you shall pay all outstanding amounts within 14 days; (b) each party shall return or destroy Confidential Information upon request; (c) Seraphim will deliver completed Deliverables upon receipt of final payment; (d) sections 5, 6, 7.3, 8, 9, 11, 12, 13, and 14 survive termination.

10.5 Refund Policy

NO REFUNDS ON CUSTOM WORK. Because all our work is custom-built specifically for your business, we are unable to offer refunds once work has commenced. Each project involves significant upfront investment in discovery, planning, architecture design, and resource allocation tailored exclusively to your requirements.

Why We Cannot 제안 Refunds:

• 맞춤형 Nature of 서비스: Our cloud architecture, AI solutions, and design work are created from scratch based on your specific business requirements, technical environment, and objectives. This work cannot be repurposed or resold.
• Immediate Resource Commitment: Upon project commencement, we allocate dedicated 팀원, 인프라, and development resources exclusively to your engagement.
• Intellectual Investment: Significant intellectual work begins immediately, including requirements analysis, solution architecture, technical planning, and preliminary development.
• Third-Party 비용s: Many projects involve non-refundable third-party costs including cloud 인프라, software licenses, and specialized tools procured for your specific needs.

Our Commitment to You: We recommend starting with a discovery phase to ensure alignment before full project commitment. 제공합니다 detailed proposals, clear milestones, and regular progress updates. If scope changes are needed, we work collaboratively to adjust deliverables and timelines.

Exceptions: In the rare event that Seraphim fails to deliver agreed-upon milestones after reasonable cure periods as outlined in Section 10.3, clients may be entitled to partial refunds for undelivered work, calculated on a pro-rata basis less costs already incurred.

11. 준거법 and Jurisdiction

11.1 준거법

These Terms shall be governed by and construed in accordance with the laws of the Socialist Republic of 베트남, without regard to conflict of law principles, except where: (a) Client is based in the 미국, in which case the laws of the State of California, 미국 shall govern; (b) a specific agreement designates different 준거법.

11.2 베트남 Law 컴플라이언스

서비스 provided from 베트남 comply with 베트남ese Commercial Law (2005, as amended), Civil Code (2015), 사이버보안 Law (2018), Law on Information 기술 (2006), and applicable decrees and regulations.

11.3 US Law 컴플라이언스

For US clients, these Terms comply with applicable federal and state laws including the Uniform Commercial Code, Computer Fraud and Abuse Act, and relevant state consumer protection laws.

12. 분쟁 해결

12.1 Negotiation

The parties shall first attempt to resolve any dispute through good faith negotiation. Either party may initiate negotiation by written notice describing the dispute.

12.2 Arbitration

If not resolved within 30 days of negotiation notice, disputes shall be resolved by binding arbitration administered by:

• For 베트남-based clients: 베트남 International Arbitration Centre (VIAC) under its rules, in 호치민시, in 베트남ese or English
• For US-based clients: JAMS under its Comprehensive Arbitration Rules, in 로스앤젤레스, California, in English
• For other clients: 싱가포르 International Arbitration Centre (SIAC) under its rules, in 싱가포르, in English

The arbitration shall be conducted by a single arbitrator mutually selected by the parties. The arbitrator's award shall be final and binding and may be entered in any court of competent jurisdiction.

12.3 Exceptions

Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights or Confidential Information without first arbitrating.

12.4 Class Action 권리 포기

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SERAPHIM AGREE THAT EACH MAY BRING CLAIMS ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING.

13. 불가항력

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of government, epidemics, pandemics, power failures, telecommunications failures, or cyberattacks. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact. If force majeure continues for more than 60 days, either party may terminate without liability.

14. 일반 조항

14.1 전체 계약

These Terms, together with applicable SOWs and agreements, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, and agreements.

14.2 Amendment

We may modify these Terms by posting updated Terms on our website. Material changes will be notified via email or prominent website notice. 계속d use after changes constitutes acceptance.

14.3 Assignment

You may not assign these Terms without our written consent. Seraphim may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

14.4 가분성

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.5 권리 포기

Failure to enforce any right or provision shall not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

14.6 Independent Contractors

The parties are independent contractors. 아니오thing creates an employment, partnership, joint venture, or agency relationship.

14.7 아니오tices

아니오tices must be in writing and sent to the addresses specified in the applicable agreement or to [email protected] for Seraphim. 아니오tices are effective upon receipt.

14.8 Language

These Terms are provided in English. 충돌이 있는 경우 with any translation, the English version prevails.

14.9 Export 컴플라이언스

You shall comply with all applicable export control laws and regulations. You shall not export or re-export any Deliverables to prohibited destinations, persons, or end-uses.

15. 문의 Information

For legal inquiries regarding these Terms:

Seraphim 베트남 Co., Ltd.

이메일: [email protected]

추가ress: District 1, 호치민시, 베트남

By using Seraphim's services, you acknowledge that you have read, understood, and agree to be bound by these 이용약관.