Liability Protection Terms

Overview

These Comprehensive Liability Protection Terms supplement our standard Contract Terms and apply to all development and agency services provided by ULTRANARRATIVE LTD (trading as Granular Interface). These terms are designed to provide maximum legal protection while maintaining fairness and transparency in our client relationships.

1. Limitation of Liability

1.1 Liability Cap

To the maximum extent permitted by applicable law, our total aggregate liability arising out of or related to these Terms, the Services, or any work product delivered, whether in contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the greater of:

1.2 Excluded Damages

To the maximum extent permitted by applicable law, in no event shall we be liable for any:

• Indirect, incidental, special, consequential, or exemplary damages
• Loss of profits, revenue, business opportunities, or anticipated savings
• Loss of data or information (except to the extent we fail to return data as contractually required)
• Cost of procurement of substitute services
• Business interruption or downtime
• Loss of goodwill or reputation damage
• Damages arising from third-party claims
• Any damages arising from your use or inability to use the Services or work product

This exclusion applies regardless of whether we have been advised of the possibility of such damages.

2. Warranty Disclaimer

2.1 Services Provided "As Is"

THE SERVICES AND ALL WORK PRODUCT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

2.2 Disclaimer of Warranties

To the maximum extent permitted by law, we disclaim all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Any warranties that the Services will be uninterrupted, error-free, or secure
• Any warranties regarding the accuracy, reliability, or completeness of any content, information, or work product
• Any warranties arising from course of dealing, course of performance, or usage of trade

2.3 No Guarantee of Results

We do not warrant or guarantee any specific results, outcomes, performance metrics, or business benefits from use of the Services or work product.

3. Indemnification

3.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless us, our affiliates, officers, directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Services or work product
• Your breach of these Terms or violation of any law or regulation
• Your violation of any third-party rights, including intellectual property, privacy, or publicity rights
• Any content, data, or materials you provide to us
• Any modifications you make to work product we deliver
• Any representations or warranties you make to third parties regarding the Services
• Any claims by your end users, customers, or other third parties related to your use of the Services

3.2 Our Indemnification (Limited)

We will indemnify you against third-party claims that the unmodified work product we deliver directly infringes a third party's intellectual property rights, provided that:

• You promptly notify us in writing of the claim
• You give us sole control of the defense and settlement
• You provide reasonable cooperation in the defense
• The infringement was not caused by your modifications, misuse, or combination with other materials

Our sole obligation under this section is to, at our option: (i) obtain the right for you to continue using the work product, (ii) modify the work product to make it non-infringing, or (iii) refund the fees paid for the infringing portion.

4. Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to:

• Acts of God, natural disasters, pandemics, or epidemics
• War, terrorism, civil unrest, or government actions
• Internet or telecommunications failures
• Third-party service provider outages
• Cyberattacks, hacking, or malware
• Labor disputes or strikes
• Power outages or infrastructure failures

5. Time Limitation on Claims

You must bring any claim related to the Services within twelve (12) months after the cause of action accrues. After this period, such claims are permanently barred.

6. Dispute Resolution

6.1 Informal Resolution

Before initiating any formal dispute resolution, the parties agree to attempt to resolve disputes through good-faith negotiation for at least thirty (30) days.

6.2 Binding Arbitration

Any dispute that cannot be resolved through negotiation shall be resolved by binding arbitration administered by a mutually agreed arbitration service. The arbitration shall be conducted in English, by a single arbitrator. The arbitrator's decision shall be final and binding. Each party shall bear its own costs.

6.3 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.

7. Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

8. Data and Privacy

8.1 Data Processing

To the extent we process personal data on your behalf, we will do so in accordance with our Data Processing Agreement and applicable data protection laws (including GDPR, CCPA, etc.).

8.2 Data Security

We take data security seriously and implement industry-standard security measures to protect your information, including:

• Encryption: All data transmissions use HTTPS/SSL encryption (TLS 1.2+)
• Access Controls: Role-based access controls and authentication systems
• Secure Hosting: Infrastructure hosted on secure, industry-leading cloud providers
• Regular Updates: Timely security patches and software updates
• Password Security: Strong password requirements and secure password hashing
• Secure Backups: Regular encrypted backups of data

However, while we implement these commercially reasonable security measures, we cannot guarantee absolute security. No system is 100% secure, and you acknowledge that any data transmission over the Internet carries inherent security risks. We recommend you maintain your own backups as an additional safeguard.

8.3 Your Data Responsibilities

You are solely responsible for:

• Maintaining backups of your data
• Ensuring you have rights to any data you provide to us
• Compliance with data protection laws regarding data you control

9. Intellectual Property

9.1 Ownership of Work Product

Upon full payment, you will own the specific deliverables created exclusively for you under the engagement. However, we retain ownership of:

• Pre-existing materials: Tools, libraries, frameworks, and code that existed before your project
• Methodologies & processes: Our development workflows, processes, and proprietary know-how
• Derivative works: Improvements or enhancements to our pre-existing tools/frameworks created during your project
• Reusable components: Generic, non-client-specific components that can be reused across projects

9.2 License to Pre-Existing Materials

We grant you a non-exclusive, perpetual, worldwide, royalty-free license to use our pre-existing materials (tools, libraries, frameworks) that are incorporated into your work product, solely as necessary to use, maintain, and modify the deliverables we create for you. This license allows you to:

• Use the work product for your business purposes
• Make modifications to the delivered work
• Host and deploy the work on your infrastructure
• You may NOT resell, redistribute, or relicense our proprietary frameworks as standalone products

9.3 Portfolio and Marketing Rights

We reserve the right to use the work product for portfolio purposes, case studies, and marketing materials, unless you explicitly opt out in writing.

10. Service Level and Support

10.1 No Uptime Guarantee

We do not guarantee any specific uptime, availability, or performance metrics unless explicitly stated in a separate Service Level Agreement.

10.2 Support Limitations

Support is provided on a commercially reasonable efforts basis. We do not guarantee response times unless specified in a separate agreement.

10.3 Maintenance Windows

We reserve the right to perform scheduled and emergency maintenance, which may result in service interruptions.

11. Third-Party Services and Integrations

11.1 Third-Party Dependencies

Our Services may rely on or integrate with third-party services, platforms, APIs, or tools. We are not responsible for:

• Availability, performance, or functionality of third-party services
• Changes to third-party terms, pricing, or APIs
• Data breaches or security issues with third-party services
• Discontinuation of third-party services

11.2 Your Third-Party Accounts

You are responsible for maintaining your own third-party service accounts and complying with their terms of service.

12. Customer Responsibilities and Acceptable Use

12.1 Your Obligations

You represent and warrant that you will:

• Provide accurate and complete information
• Comply with all applicable laws and regulations
• Not use the Services for any illegal or unauthorized purpose
• Not attempt to reverse engineer, decompile, or hack our systems
• Not overload or interfere with our infrastructure
• Maintain the security of your account credentials

12.2 Prohibited Activities

You may not use the Services to:

• Violate intellectual property rights
• Distribute malware, viruses, or harmful code
• Engage in fraudulent or deceptive practices
• Harass, threaten, or harm others
• Violate privacy rights or data protection laws
• Send spam or unsolicited communications
• Circumvent security measures

12.3 Consequences of Violation

We may immediately suspend or terminate your access for violations, without refund.

13. Termination

13.1 Termination Rights

Either party may terminate per the terms of the specific engagement agreement.

13.2 Effect of Termination

Upon termination:

• You must pay all outstanding fees for work performed
• We will deliver any completed work product (upon payment)
• Each party will return or destroy confidential information
• Sections that by their nature should survive will remain in effect

13.3 No Refunds

Unless otherwise specified, fees paid are non-refundable. We are not obligated to refund fees for partial periods or unused services.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting or notice to you. Your continued use of the Services constitutes acceptance of modified Terms.

For material changes affecting existing projects, we will provide thirty (30) days' notice.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any Order Forms, Statements of Work, or other written agreements, constitute the entire agreement and supersede all prior agreements and understandings.

15.2 Severability

If any provision is found unenforceable, the remaining provisions will continue in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

15.3 No Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

15.4 Assignment

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

15.5 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

15.6 Notices

All notices must be in writing and sent to the addresses specified in the engagement agreement or your account settings.

15.7 Language

In the event these Terms are translated into other languages, the English version shall prevail in case of any inconsistency.

Contact Information

For questions about these Liability Protection Terms or to discuss custom terms for your project, please contact us: