1. Introduction and Parties
These Terms of Service (the "Terms") govern your access to and use ofhttps://utmostcloud.com (the "Site") and any consulting, engineering, cloud architecture, artificial intelligence, or software development services (collectively, the "Services") provided through the brandUtmost Cloud.
Utmost Cloud is a commercial brand operated by CloudStack Solutions LLC.CloudStack Solutions LLC is a Wyoming limited liability company, wholly owned by Franco Ignacio Martinez, with its registered address at 30 N Gould St, Ste R, Sheridan, WY 82801, USA ("CloudStack Solutions," "we," "us," or "our"). Throughout these Terms, references to "Utmost Cloud" mean CloudStack Solutions LLC acting under its brand, and the two identities are one and the same legal person.
By accessing the Site, requesting a proposal, or engaging the Services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree, do not use the Site or the Services. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.
2. Definitions
- "Deliverables" means the custom software, code, documentation, infrastructure configurations, and other work product specifically created by us for you under a statement of work.
- "Pre-Existing Materials" means all tools, frameworks, libraries, templates, know-how, methodologies, scaffolding, and code that we owned or developed before, or independently of, the engagement.
- "Statement of Work" or "SOW" means a written proposal, order form, or scope document describing the Services, fees, and timeline, which incorporates these Terms by reference.
- "Fees" means all amounts payable to us for the Services.
3. Services
We provide senior-level backend engineering, cloud architecture, and full-stack development services, including AWS migration, Kubernetes platform engineering, Terraform infrastructure as code, and the design and deployment of artificial intelligence systems. The specific scope, deliverables, assumptions, and acceptance criteria for each engagement are set out in the applicable SOW.
Unless expressly stated in an SOW, all Services are provided on a time-and-materials or fixed-fee basis as agreed, and any estimates, timelines, or roadmaps are good-faith projections, not guarantees. We may use qualified subcontractors, but remain responsible for their performance under these Terms.
4. Fees, Payment, and Late Charges
Fees are stated in the applicable SOW and are exclusive of applicable taxes. Unless the SOW provides otherwise, invoices are due and payable within fifteen (15) daysof the invoice date, in U.S. dollars, without setoff or deduction.
Any amount not paid when due accrues a late charge of the lesser of1.5% per month or the maximum rate permitted by applicable law, calculated from the due date until paid in full. You are responsible for all costs of collection, including reasonable attorneys' fees.
We may require a non-refundable retainer or advance payment before commencing work. Prepaid fees for Services not yet performed are non-refundable, except where required by applicable law. If you dispute an invoice, you must notify us in writing withinten (10) days of the invoice date; undisputed portions remain payable when due, and failure to notify constitutes acceptance of the invoice.
All Fees paid are non-refundable once Services have been performed. Where a refund is owed for prepaid but unperformed Services, it will be issued at our reasonable discretion or as required by law.
Transaction fees. The Client is responsible for any transaction fees, wire transfer fees, currency conversion costs, or credit card processing surcharges incurred through payment gateways (e.g., Stripe) unless otherwise specified in the SOW. Where we incur such fees, they may be passed through to the Client or added to the invoice so that the net amount received by us is not reduced.
5. Taxes
You are responsible for all sales, use, value-added, withholding, and similar taxes arising from the Services, excluding taxes on our net income. If we are required to collect such taxes, they will be added to your invoice.
6. Client Responsibilities
You agree to provide timely access to systems, personnel, credentials, data, and decisions reasonably required to perform the Services. You are responsible for the accuracy and legality of any data, content, or materials you provide, and you represent that you have all rights and consents necessary for us to process them. Delays caused by your failure to meet these obligations may result in adjusted timelines and additional Fees.
7. Intellectual Property
Deliverables. Subject to your payment of all Fees in full, we assign to you all rights, title, and interest in the custom Deliverables created specifically for you under an SOW. Until all Fees are paid in full and cleared, you receive no ownership rights in the Deliverables, and we retain all rights therein. We reserve a lien on, and may withhold delivery of, any Deliverables until payment is received in full.
Pre-Existing Materials. All Pre-Existing Materials, including our internal tools, frameworks, libraries, templates, methodologies, and any improvements to them, remain the sole and exclusive property of CloudStack Solutions LLC. To the extent any Pre-Existing Materials are embedded in the Deliverables, we grant you a non-exclusive, non-transferable, worldwide, perpetual license to use them solely as part of the Deliverables.
Open Source. Deliverables may incorporate third-party open-source components, which are governed by their respective licenses. We will identify material open-source dependencies on request.
Feedback. Any suggestions, ideas, or feedback you provide may be used by us without restriction or compensation, and you grant us a perpetual, irrevocable, royalty-free license to do so.
8. Confidentiality
Each party may receive confidential information of the other. The receiving party will use such information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it to third parties except to employees, subcontractors, or advisors bound by confidentiality obligations. Confidentiality obligations do not apply to information that is public through no fault of the receiving party, independently developed, or lawfully obtained from a third party. These obligations survive termination for a period of three (3) years.
9. Data Protection and Privacy
We process personal data in accordance with applicable law, including, where relevant, the EU General Data Protection Regulation (GDPR) and U.S. state privacy laws. Where we process personal data on your behalf, we act as a processor and you as the controller, and we will enter into a data processing agreement upon request. We prefer and, where feasible, implement architectures with regional data residency, encryption at rest and in transit, isolated environments, and local deployment of open-weights AI models to minimize data exposure.
You are responsible for ensuring that any data you make available to us may lawfully be processed for the purposes of the engagement. Our handling of personal data collected through the Site is described in our Privacy Policy.
10. Artificial Intelligence Specific Terms
AI systems are probabilistic and may produce inaccurate, incomplete, or unexpected output. We do not warrant that any AI model, pipeline, or output will be error-free, suitable for a particular purpose, or compliant with any specific regulatory requirement unless expressly agreed in an SOW. You are responsible for reviewing and validating all AI-generated output before relying on it, and for maintaining human oversight where required by law. Nothing we provide constitutes legal, medical, financial, or other regulated professional advice.
11. Disclaimer of Warranties
The Site and the Services are provided "AS IS" and "AS AVAILABLE." To the maximum extent permitted by applicable law, we disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, secure, or error-free, that defects will be corrected, or that the Services will meet your requirements or produce any particular business result.
12. Limitation of Liability
To the maximum extent permitted by applicable law, our total aggregate liability arising out of or relating to these Terms or the Services, whether in contract, tort, negligence, strict liability, or otherwise, shall not exceed the total Fees actually paid by you to us in the three (3) months immediately preceding the event giving rise to the claim.
In no event shall we be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, business, or anticipated savings, even if advised of the possibility of such damages and even if any limited remedy is found to have failed of its essential purpose.
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law. If mandatory law imposes a higher liability floor, the cap in this section applies to the greatest extent permitted.
13. Indemnification
You agree to indemnify, defend, and hold harmless CloudStack Solutions LLC and its owner, officers, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from your data, your breach of these Terms, your violation of applicable law, or your use of the Deliverables in a manner not authorized by these Terms.
14. Term and Termination
These Terms remain in effect while you use the Site or the Services. Either party may terminate an SOW for material breach upon written notice if the breach remains uncured for ten (10) days. We may immediately suspend or terminate the Services, without liability, if you fail to pay any amount when due, become insolvent or subject to bankruptcy proceedings, or violate applicable law.
Upon termination, you must pay all Fees for Services performed and expenses incurred through the effective date of termination. Sections concerning Intellectual Property, Confidentiality, Warranties, Limitation of Liability, Indemnification, and Governing Law and Dispute Resolution survive termination.
15. Force Majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet or utility failures, or failures of third-party cloud providers, provided the affected party gives prompt notice and resumes performance as soon as reasonably practicable.
16. Governing Law and Dispute Resolution
These Terms and any dispute arising out of or relating to them or the Services are governed exclusively by the laws of the State of Wyoming, United States of America, without regard to its conflict-of-law principles, and expressly excluding the United Nations Convention on Contracts for the International Sale of Goods.
Informal resolution. The parties will first attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days after written notice of the dispute before commencing arbitration.
Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally shall be settled by final and binding arbitration administered by theAmerican Arbitration Association (AAA) under its Commercial Arbitration Rules, or, at the election of the party initiating arbitration, byJAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted in the English language and may be heldentirely remotely and virtually by video conference, telephone, or written submissions, so that neither party is required to travel to or appear in a physical courthouse. The seat and legal place of the arbitration shall be the State of Wyoming, and the arbitrator shall apply Wyoming law. The arbitrator shall have the authority to award any relief available in a court of law and shall issue a reasoned written award.
Confidentiality. The existence, content, and outcome of the arbitration, including any award, shall be kept confidential by the parties and the arbitrator, except as required by law or to enforce or challenge the award.
Costs. Each party bears its own attorneys' fees and costs, and the parties share the arbitrator's fees and administrative costs equally, unless the arbitrator determines otherwise or applicable law provides otherwise.
Class action waiver. To the maximum extent permitted by applicable law, all disputes shall be arbitrated on an individual basis, and neither party may bring or participate in a class, collective, or representative action.
Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, and either party may bring an individual action in a small claims court of competent jurisdiction. Judgment on the award may be entered in any court having jurisdiction.
Nothing in this section waives any right that cannot be waived under applicable law, including mandatory consumer protections where they apply.
17. Independent Contractor
We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
18. Assignment
You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
19. Changes to These Terms
We may update these Terms from time to time. The version in effect when you engage the Services, or the updated version if you continue to use the Services after we post changes, governs your engagement. Material changes will be reflected in the "Last updated" date above. SOWs, not these Terms, control in the event of a direct conflict regarding scope, fees, or deliverables.
20. General Provisions
If any provision of these Terms is held unenforceable, the remaining provisions remain in full force. Our failure to enforce any right is not a waiver. These Terms, together with any SOW, constitute the entire agreement between the parties regarding their subject matter and supersede prior agreements. Notices must be in writing and sent to the registered address or email below.
21. Contact
CloudStack Solutions LLC (operating as Utmost Cloud)
30 N Gould St, Ste R
Sheridan, WY 82801, USA
Email: admin@utmostcloud.com