This is an earlier version of our Terms of Service, dated June 25, 2025, as it appeared on this site just before October 12, 2026. It is not our current version, and it does not apply to new clients. Our current Terms are at theappagency.com/terms-of-service.

If you were a client on these Terms before October 12, 2026, they apply to you until the date in our notice to you. We keep this page as the record of what applied before then. If you also have a separate agreement signed by both of us, this page doesn’t change it. Notices to us under this version can also be sent to hey@theappagency.com.

Last Updated: June 25, 2025

1. Acceptance of Terms

By paying for or using any Camber services (“Service”), you (the “Client”) agree to be bound by these Terms of Service (these “Terms”) with Panhandle and Peninsula Partners LLC, a Florida limited liability company doing business as Camber, Camber Creative, and The App Agency (“Camber,” “we,” “us,” or “our”). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you may not use our Services.

2. Definitions

For purposes of these Terms, the following capitalized terms have the meanings given below:

• “Agency Tools” – Camber’s pre-existing or proprietary tools, software, libraries, frameworks, processes, methodologies, know-how, and other intellectual property that are used by us in performing the Services or incorporated into Deliverables, including any improvements or modifications that are not uniquely created for you.
• “AI Systems” – Camber’s internal artificial intelligence and machine-learning tools, workflows, prompts, configurations, and integrations (collectively, our “Agency Intelligence Operating System” or “aiOS”). AI Systems are distinct from Agency Tools and remain our exclusive property at all times. For clarity, AI Systems include the processes and software we use to accelerate our work, but do not include the outputs or Deliverables we produce for you.
• “Client Materials” – All information, content, materials, data, software, designs, documentation, trademarks, logos, or other assets that you provide to Camber for use in performing the Services or for incorporation into Deliverables.
• “Confidential Information” – Any non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is designated as confidential or that should reasonably be understood to be confidential under the circumstances. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Recipient; (ii) was rightfully known or received by the Recipient on a non-confidential basis from a third party not under a confidentiality obligation; (iii) is independently developed by the Recipient without reference to the Discloser’s information; or (iv) is required to be disclosed by law (in which case the Recipient will give advance notice to the extent lawful).
• “Deliverables” – The work product, software, designs, documentation, or other materials that Camber finally delivers to you as a result of the Services under your Service Plan. Deliverables may include or incorporate Client Materials, Agency Tools, and/or Third-Party Materials. Deliverables do not include any AI Systems or any drafts, concepts, or Unused Intellectual Property that are not delivered.
• “Service Plan” – The subscription plan or tier you have selected for Services (for example, a maintenance plan or development plan), as described on our website, marketing materials, or order form at the time of subscription. Each Service Plan defines the scope, features, and pricing of Services you will receive (and may be updated from time to time as provided in these Terms).
• “Third-Party Materials” – Any third-party software, open-source components, libraries, APIs, fonts, images, data, or other materials created by a party other than Camber or Client, which are used or incorporated in the Deliverables.
• “Unused Intellectual Property” – Any inventions, concepts, designs, code, or other intellectual property developed by Camber during the course of providing Services that are not included in the Deliverables. (For example, features or ideas created in the process that you choose not to include in the final product.) Unused Intellectual Property does not include any of your Client Materials or Confidential Information. Camber retains all rights to Unused Intellectual Property.
  

3. Services

3.1 Service Description

Camber provides ongoing digital product development, design, maintenance, and related creative software services (“Services”) to Clients through subscription-based Service Plans. Our Service Plans are offered on a monthly subscription basis (with options for month-to-month or discounted longer commitments) and cover a range of needs such as application design, development (web, iOS, Android), product maintenance, and optimization, as described in our plan listings. All Services are provided on a time and materials basis and on an iterative, agile workflow rather than a fixed-scope project. This means we continuously work on your prioritized requests and goals each month, and specific deliverables or outcomes in any given period may vary.

Note: Service Plan features (including pricing, included services, or turnaround targets) may evolve over time. Camber reserves the right to modify the offerings of its Service Plans at its discretion. We will inform you of any material changes to your plan, and any changes to fees or core features will apply only prospectively (e.g. starting from your next renewal or billing period).

3.2 Service Performance and Quality

We commit to providing the Services in a professional and high-quality manner. In particular:

• Commercially Reasonable Care: We will perform Services with commercially reasonable care, skill, and diligence, in accordance with generally accepted industry standards for software development and design services.
• Qualified Personnel: We will assign personnel (employees or vetted contractors) who are properly skilled and experienced in their disciplines to fulfill our obligations under your Service Plan. Camber’s team has been fully remote since 2014, and we maintain a U.S.-based team of experts across multiple time zones.
• Best Practices: We use well-established technologies, industry best practices, and peer-reviewed processes in our work. For example, all code is subject to peer review and we leverage modern frameworks (such as Swift/SwiftUI for iOS, Kotlin/Jetpack for Android, React/TypeScript for web, etc.) that are stable and widely supported. We also integrate DevOps, testing, and CI/CD best practices into our process.
• Scope of Services: We will provide the types of services outlined in your Service Plan (such as UX/UI design, frontend and backend development, testing/QA, and project management). We will use the specifications or goals that we mutually define (typically through a monthly planning process or request tickets) to guide our work. However, due to the agile nature of our engagement, specific features or tasks to be completed each month will be determined collaboratively and may be adjusted based on feedback and priorities.

3.3 AI-Accelerated Delivery (aiOS)

Camber leverages its proprietary AI Systems (“aiOS”) to help deliver work faster and more efficiently. You expressly authorize Camber to use AI and machine-learning tools and services as part of providing the Services, under the following conditions and representations:

• Privacy of Data: We only use third-party AI providers or tools under agreements that allow us to opt-out of using any data you provide for AI model training. In other words, any confidential or proprietary information you share that we might process with AI will not be used to train or improve those AI models, to the extent we have control to prevent it.
• Human Oversight: Camber’s subject-matter experts carefully operate and supervise all AI Systems. AI is used to assist our team (for example, generating boilerplate code or suggesting design variations), but all work is reviewed, tested, and refined by our human professionals to meet our quality standards, security practices, and maintainability requirements.
• Camber’s IP: All AI Systems (including prompts, custom AI workflows, and any internal tools we develop) are Camber’s exclusive intellectual property. They are considered Agency Tools or proprietary methods of Camber. No AI Systems themselves are licensed or transferred to you at any point. You are only receiving the benefit of AI-accelerated work in the Deliverables.
• No Client Rights in AI Systems: You receive no ownership or license rights to Camber’s AI Systems or AI methodologies. Any Deliverables we produce for you may be created with the assistance of AI, but the underlying AI tools, models, or configurations are not part of the Deliverables and remain Camber’s property. Access to any AI-driven capabilities is only provided to you as part of our Services during an active subscription.
• Compliance: Our use of AI tools will comply with applicable laws and regulations and will be done in a manner consistent with industry standards and ethical use of AI. We will not use AI in ways that violate privacy laws or intellectual property rights.

3.4 Work Stoppage and Payment Failures

Camber reserves the right to suspend work if you breach these Terms or fail to make timely payment. In particular, if a payment fails or is late, or if you otherwise materially breach any obligation:

• Suspension of Services: We may suspend the provision of Services immediately if any invoice payment is declined, overdue, or if you are in material breach of these Terms. During a suspension, no new work will be started and active work will pause.
• Notice and Cure: We will generally notify you if a payment fails (for example, if your credit card is declined) and allow a grace period of 7 days for you to resolve the issue. If you cure the breach (e.g. make the payment or otherwise fix the issue) within that time, we will resume Services.
• Ongoing Subscription: During any period of suspension, your subscription may remain active (meaning you are still responsible for payment for that period), but we may require schedule or deliverable adjustments once work resumes to account for the downtime.
• Automatic Termination: If a payment issue is not resolved within 7 days of the due date (or if a material breach other than payment is not cured within the cure period provided in Section 11.2), Camber may terminate your subscription for cause (see Section 11 below for effects of termination).
• Liability: Camber will not be liable for any delays or failure to deliver Services or Deliverables during a suspension caused by your breach or payment failure. Any timeline or turnaround estimates will be reset or extended appropriately when work resumes.

3.5 Third-Party Dependencies

You acknowledge that the Deliverables we create for you will often rely on third-party platforms or technologies (for example, mobile operating systems like iOS/Android, third-party libraries or frameworks, external APIs, app store policies, web browser standards, cloud services, etc.). These third-party dependencies are outside of Camber’s control, and their changes can impact the functionality or performance of the Deliverables. Therefore:

• No Ongoing Guarantee: Camber does not warrant or guarantee that any Deliverable will remain compatible with or function uninterrupted on third-party platforms or with third-party services that are updated, modified, or deprecated outside of our control. For example, if Apple or Google change their API requirements, or if a third-party service your app relies on changes its terms or functionality, the Deliverable’s performance might be affected.
• Evolving Maintenance: Keeping Deliverables up-to-date with changes in third-party dependencies is considered part of ongoing maintenance and new development. If such changes occur, addressing them will be treated as new requests or tasks within your Service Plan. We will work with you to prioritize such updates as needed, but they are not considered “bugs” or defects in our Deliverable (they are a result of external change).
• Inherent Risk: The nature of custom software means that ongoing updates and adjustments may be required to maintain optimal functionality. We encourage you to maintain at least a Maintenance plan for any live product so that we can promptly handle updates (such as OS updates, library updates, security patches, etc.).
• No Third-Party Performance Guarantee: Camber is not responsible for the performance or availability of any third-party services, infrastructure, or APIs. We will use reasonable efforts to choose reliable third-party components and to build robust integrations, but we cannot control uptime or changes of those third parties.

3.6 Service Limitations

The scope of Services is extensive, but certain things are not included in our engagement unless expressly agreed otherwise. Unless explicitly included in your Service Plan, Camber’s Services do NOT include:

• Legal or IP Clearances: We do not provide trademark, patent, or copyright searches or clearance opinions for names, logos, or content you use. (For example, we won’t research whether your app name infringes someone’s trademark – that is your responsibility.)
• Legal Documents & Compliance Consulting: We do not draft legal documents for your product (such as privacy policies, terms of use for your end-users, or end-user license agreements), and we do not provide advice on regulatory compliance. We may implement features you request (for example, a cookie banner for GDPR or certain security measures for HIPAA), but any compliance feature we build is based on your requirements, and we make no guarantee that it fully satisfies legal obligations. You should consult your own legal counsel to ensure your product complies with applicable laws (see also Section 7.5 Disclaimer).
• Third-Party Costs: Our fees do not cover any third-party costs or fees that might be required for your project. For example, fees for app store developer accounts, third-party API usage charges, hosting or cloud service fees, domain registrations, etc., are your responsibility. We will typically use accounts and services that you provide for such resources (or pass through the cost at cost if we incur them on your behalf, with your approval).
• Third-Party Services’ Performance: We are not responsible for errors or downtime caused by third-party services, platforms, or libraries. (If such issues arise, we can help you communicate with the third-party or work on possible solutions, but it’s not considered our breach.)
• Regulatory Compliance Guarantee: While we adhere to industry best practices (and will use tools that advertise compliance features, such as HIPAA-compliant hosting if you request it), Camber does not guarantee that the Deliverables or Services will comply with any specific law or regulation. This includes, but is not limited to, privacy laws (e.g. GDPR, CCPA), healthcare laws (e.g. HIPAA), accessibility standards (e.g. ADA/WCAG), financial regulations, or any other industry-specific rules. It is your responsibility to inform us of any regulatory requirements for your project and to seek independent legal review of the product for compliance.

3.7 No Guaranteed Outcomes or Deadlines

You acknowledge and agree that due to the iterative and agile nature of our Services, Camber cannot and does not guarantee any specific outcome, feature completion, or timeline. All schedules, roadmaps, or turnaround times we discuss (including any “3-day average” or “5-day average” turnaround targets for requests under certain plans) are estimates and goals, not hard deadlines. Our approach is to continuously deliver the most valuable features as quickly as possible, gather feedback, and then decide next steps together. As such:

• We will do our best to meet your priorities promptly and keep work moving efficiently, but no feature or request is promised to be delivered by a specific date or within a minimum period.
• Any target turnaround times are averages under ideal conditions. Actual delivery times for a given request may be shorter or longer depending on complexity, your feedback/availability, and overall workload in the queue.
• No delay in delivering any particular feature or Deliverable, nor any failure to achieve a particular result (e.g. a certain level of user engagement), will constitute a breach of these Terms, so long as we are making commercially reasonable efforts and communicating with you about progress.
• We encourage building and releasing incrementally. We may recommend adjusting priorities or scope to help you achieve a usable release sooner, but the decision of what to build next is ultimately yours (subject to technical dependencies).

4. Billing and Payment

4.1 Subscription Fees

By enrolling in a Service Plan, you agree to pay the subscription fees applicable to that plan. Fees are charged on a periodic basis (monthly, unless otherwise specified) and must be paid in advance of each service period. The standard options are:

• Month-to-Month (No Commitment): You pay on a monthly basis at the standard rate listed for your chosen plan. The term automatically renews each month unless canceled (see Section 11 for termination).
• Annual Commitment (12-Month Commitment): You commit to a full year of service. In exchange, we offer a discounted monthly rate for the duration of the commitment (for example, a lower per-month fee if you agree to a 12-month term). Billing still occurs monthly (unless otherwise arranged), and your contract will auto-renew for another year at the end of the term unless you give notice of non-renewal.

All fees are stated and charged in U.S. Dollars (USD). You authorize Camber (or our payment processor, such as Stripe) to charge your provided payment method for the subscription fees on a recurring basis.

4.2 Payment Processing and Terms

• Automatic Billing: You must provide a valid payment method (e.g. credit card or ACH) at the time of signup. We will automatically charge your payment method on the first day of each billing period (typically the same day of the month as your initial subscription start). For annual commitments billed monthly, charges will occur monthly at the discounted rate.
• Invoice Option: In some cases, with our approval, we may agree to invoice you rather than automatic card charging. Invoiced amounts are due net 15 days from invoice date unless otherwise specified.
• Taxes: Our fees do not include any sales, use, value-added, or similar taxes. You are responsible for all taxes (if any) on the Services provided under these Terms, except taxes on Camber’s income. If Camber is required to collect or pay any such taxes, those will be added to your charges or invoiced separately. (For example, if a state requires sales tax on software services, we will charge that in addition to our fees.)
• Late Payment: Any invoiced amounts not paid by the due date (or any automatic charge that is declined and not cured promptly) may accrue interest at the rate of 1.5% per month (or the highest rate allowed by law, if lower), from the due date until paid. You will be responsible for any reasonable attorneys’ fees and costs we incur in collecting overdue amounts.
• No Refunds (Partial Periods): Except as expressly provided in Section 11 (Termination), Camber does not provide refunds or credits for partial months of service or unused time in your subscription period. Once a billing period has started, the associated fee is generally non-refundable. For example, if you are on a month-to-month plan and decide to cancel halfway through a month, you will not receive a pro-rated refund for the remaining days of that month (unless you canceled within the first week – see Section 11.3).

4.3 Fee Changes and Plan Adjustments

• Changes in Fees: Camber may adjust the pricing for any Service Plan (or introduce new fees) upon at least 30 days’ advance notice. We will notify you (for example, by email or via the service interface) of any increase in your recurring fees. If you are on an annual commitment, your rate will not change during your committed term; new pricing would only take effect upon renewal (or if you upgrade/downgrade plans as described below by mutual agreement).
• Upgrades/Downgrades: You may request to change your Service Plan tier or the level of service. For example, you might request to move from a Maintenance plan to a Standard or Growth plan (or vice versa), or to add additional plans to work on multiple platforms simultaneously. Camber will consider such requests in good faith, but any change is subject to our approval and mutual agreement on scope and fees. Generally, increasing your plan (upgrading to a higher level or adding additional concurrent plans) can be done effective from the next billing period (or sooner, by mutual arrangement and pro-rated fee). Decreasing your plan (downgrading to a lower tier or removing a plan) similarly requires notice and will typically take effect from the next billing period.
• Floor on Downgrades: If you are under a commitment term (e.g. an annual contract) or you signed up at a certain plan level, you cannot reduce your plan below the original level you committed to during the active term. For instance, if you committed to a year of the Standard plan, you may not downgrade to a Maintenance plan until your annual term is complete. (This ensures the integrity of discounts and allocation of resources.) You can, however, scale up during a term (and possibly scale back down to the original level, but not below it).
• Notice for Changes: To adjust your plan or monthly rate, please notify us at least 30 days in advance of the desired change (so we have time to plan resources). We will confirm any agreed-upon changes in writing (which can include email or Slack confirmation). Until a change is confirmed by us, your existing Service Plan and fees remain in effect.

5. Client Responsibilities

A successful ongoing development partnership requires effort and communication from both sides. By agreeing to these Terms, you acknowledge that your timely participation and cooperation are essential to our ability to deliver the Services. Key responsibilities for you include:

• Provide Necessary Materials: You will provide all Client Materials, information, and assets that we reasonably need to perform the Services. This may include branding assets, existing code or design files, server credentials, API keys, sample data, or other materials relevant to the project. You agree to provide such items in a timely manner and represent that you have all necessary rights to share them with us.
• Stakeholder Availability: You will ensure that key decision-makers or stakeholders on your side are available and responsive throughout the course of the Services. We work in an asynchronous, remote-friendly manner, but we may need clarifications, quick feedback, or decisions from you to avoid delays. In particular, you will designate a single point of contact (such as a product owner or project manager on your team) through whom all your instructions, feedback, and approvals will flow. This helps avoid confusion and conflicting directions.
• Timely Feedback and Approvals: You agree to review deliverables, prototypes, or completed requests promptly and provide consolidated feedback or approval within five (5) business days of receiving each deliverable, unless a different review period is agreed upon. If you do not respond with feedback or approval within 5 business days for a given deliverable or request, it may be deemed accepted by default (and we may move on to the next tasks). Rapid iteration is a goal of our process, so your prompt feedback is crucial.
• Access and Credentials: You will provide Camber with any necessary access to third-party systems, accounts, development environments, or App Store/Play Console accounts, etc., that we need to integrate or deploy the Deliverables. For example, if we are to publish an app update, we’ll need access to your developer account or a way to deliver builds to you. You will also ensure any required licenses for third-party software (that you choose to use) are obtained and accessible.
• Collaboration Tools: Our primary collaboration channels are typically Camber’s Slack workspace (for daily communication) and project management tools (like Trello or similar) for tracking requests. You agree to use the provided channels for project communication to keep everything organized. We may also schedule occasional meetings or calls (e.g. Slack Huddles or Google Meet) as appropriate, but we generally operate “async-first” to maximize productivity.
• Decision Making: You will carefully consider and prioritize the features and requests you ask us to work on. While we will contribute our expertise and advice (and may challenge assumptions to help build a better product), ultimately you are responsible for setting the direction and goals for the project. Camber is entitled to rely on the instructions and approvals given by your designated point of contact as binding decisions on behalf of the Client.

Failure to Fulfill Responsibilities: If you do not meet your obligations above (for example, if you are unresponsive for extended periods, do not provide needed materials, or delay feedback), it can impact our ability to deliver. In such cases, we may adjust timelines or sequence of work, and if the delays are significant, it might require a change in the Service Plan or could be treated as a breach on your part. We will communicate with you about any such issues and attempt to resolve them collaboratively.

5.1 Request & Revision Process

Camber’s Service Plans operate on a request-based workflow designed to give you flexibility and control over what we work on at any given time. Here is how our request and revision process works:

• Unlimited Requests, One-at-a-Time: You can submit an unlimited number of development or design requests to our backlog, across the various disciplines included in your plan (e.g. design, frontend, backend, etc.). However, work on requests is handled one at a time per discipline. This means, for example, our design team will work on one design task at a time, and our engineering team will work on one development task at a time (per platform), in the priority order you set. This ensures focus and quality on each item.
• Platform Focus: Each Service Plan subscription covers work on one primary platform at a time per month. A “platform” means either iOS, Android, or Web (or some specific project focus). For instance, if you have one subscription, in a given month we will concentrate on tasks for the platform you choose (say iOS). You can switch the focus to another platform in a subsequent month (for example, after a few months of iOS work, you can have us work on Android for a while). If you need simultaneous development on multiple platforms in the same timeframe, you will need to maintain multiple Service Plan subscriptions (e.g. one per platform). We can advise on the optimal plan stacking for your situation.
• Prioritization: You control the queue of requests. We will typically help you groom and prioritize the backlog during initial onboarding and in ongoing planning discussions (often monthly planning meetings or via Slack/Trello updates). You decide which request is the next most important, and we’ll work on that next. If priorities change, you can re-order the queue at any time.
• Turnaround and Queue: For each request, once it reaches the top of the queue for a discipline, our team will start working on it. We aim to complete most individual requests within a few days (depending on complexity and your plan’s target turnaround). Simpler tasks might be done in 1-3 days; larger features could take longer or be broken into multiple requests. We will keep you informed of progress regularly.
• Revisions: We offer unlimited revisions on each request. This means when we deliver a draft or initial completion of a task, you can review it and ask for changes or tweaks. We will iterate on that request until you are satisfied that it meets the agreed requirements or acceptance criteria. Minor adjustments, bug fixes, or design tweaks to a delivered item are all part of this revision process.
• Acceptance and Next Request: Once you are happy with the result of a request and signify acceptance (or if the review period passes with no requested changes), that request is considered complete. We will then move on to the next request in your queue. Only one request per discipline is actively in progress at a time, so acceptance of completed work is necessary to fully shift focus to new items.
• Multi-Disciplinary Workflow: Our work often progresses in parallel across disciplines. For example, design work for a new feature might happen while engineering is coding a previously designed feature. We will manage the pipeline so that each discipline always has a next task ready (if you have requests in the queue for that discipline). Delays in one area (say, waiting for your approval on a design) might create idle time in that discipline – we’ll communicate if we need input to keep things moving.
• Emergency or Quick Tasks: If an urgent issue arises (for instance, a critical bug in a live app or an unexpected change in a third-party API that breaks functionality), you can alert us and reprioritize that as the next request. We’ll pause the current work (if feasible) to address truly critical issues. We consider maintenance (bug fixes, security patches, dependency updates) as part of the Service, especially for active products. We might recommend holding at least a Maintenance plan for any live platform not otherwise being actively developed, so emergencies can be handled promptly on it.

Overall, this request model is designed to ensure you get continuous value and flexibility. You are in control of what we work on and can adapt the plan as your needs evolve. Our team will maintain open communication to help you make the most of the Service.

6. Intellectual Property Rights

6.1 Ownership of Deliverables; License to Agency Tools

Ownership: Upon your payment in full for the Services (and subject to these Terms), Camber hereby assigns to you all rights, title, and interest in and to the Deliverables that are specifically created for you under your Service Plan, except as noted below. This means the custom software, designs, or other work product we deliver to you will belong to you.

Exceptions: Notwithstanding the above, the following components of the Deliverables are subject to additional conditions:

• Agency Tools: To the extent any Agency Tools are incorporated into or provided alongside the Deliverables, those Agency Tools remain Camber’s intellectual property. However, upon delivery of the Deliverables and your payment, Camber grants you a non-exclusive, worldwide, royalty-free license to use, modify, run, and distribute the Agency Tools as part of the Deliverables. This license to Agency Tools is solely for the purpose of you using and benefiting from the Deliverables. You may not separate or exploit Camber’s Agency Tools outside of their integration in the Deliverables. (For example, if we included a proprietary library in your app’s codebase, you can use that library as part of your app, but you can’t extract it and sell it as a separate product.) This license is non-transferable, except you may sublicense it to your end-users or third-party contractors as necessary for the intended use of the Deliverables (for instance, allowing end-users to run the app, or another developer to work on your app). Importantly, this license to Agency Tools terminates when our Services end or if these Terms are terminated, meaning if you discontinue our engagement, you should cease any new use of the Agency Tools outside of the existing Deliverables you already have. (Your rights to the Deliverables themselves that you have paid for remain yours; however, if portions of those Deliverables included Agency Tools, you should not further utilize those portions in new development without our permission.)
• AI Systems: For avoidance of doubt, no ownership or license is granted to you in any AI Systems (aiOS) that may have been used to produce the Deliverables. AI Systems are not considered part of the Deliverables. Even if an AI was used in creating some portion of your Deliverable, the underlying AI models, prompts, configurations, or workflows remain Camber’s property. You have no right to access or use our AI Systems themselves. (You only own the resulting Deliverable content, not the tools that created it.)
• Third-Party Materials: Any Third-Party Materials incorporated in Deliverables are subject to their own license terms. Upon request, Camber will provide or identify to you the relevant third-party licenses (for example, open source licenses) that apply to such components. You agree to comply with all applicable Third-Party Material license terms. Many open-source components will have permissive licenses (like MIT, Apache, etc.) but some may require attribution or have other conditions – we will make those clear when delivering the product. If any Third-Party Materials require that source code be provided (e.g. due to an open source license), we will provide that source as part of the Deliverable.
• Unused Intellectual Property: Camber retains ownership of any Unused Intellectual Property (as defined in Section 2). If there are features or ideas we developed but did not incorporate into the Deliverables, we are free to use those in other projects or for other clients in the future (so long as they do not include your Confidential Information or Client Materials). We agree, however, that we will not knowingly incorporate any of your Confidential Information or proprietary Client Materials in work for other clients.

Effect of Termination on Licenses: Please note that certain licenses granted under these Terms (such as your license to use Agency Tools as part of Deliverables) are conditioned on a complete and paid engagement. If you terminate the Services early or fail to pay for Deliverables, you will not receive rights to the Deliverables or any incorporated Agency Tools until such payment issues are resolved. Conversely, if Camber terminates the engagement without cause, we will refund any unearned fees and you will retain rights to any Deliverables produced and paid for up to that point (with continued license to Agency Tools in those Deliverables). See Section 11 for more details on termination consequences.

6.2 License to Client Materials

You retain all rights to your Client Materials. By providing Client Materials to Camber, however, you grant Camber a limited, non-exclusive license to use, copy, modify, and create derivative works from your Client Materials solely as needed to perform the Services or incorporate them into Deliverables for you. For example, if you provide logos or content for the app, we have the right to integrate them; if you provide existing code, we can modify and use that code to build your Deliverables. This license is royalty-free and worldwide. Camber will not use your Client Materials for any purpose other than delivering Services to you (except as permitted under the Portfolio Rights section or as required by law or in legal proceedings). Upon your request after termination, we will return or delete Client Materials that remain in our possession, except for archival backups or as otherwise required for legal record-keeping.

You represent and warrant that you have all necessary rights in the Client Materials you provide, such that our use of them to perform the Services will not infringe any third-party rights (see also Client Warranties in Section 7.3). If any Client Materials are subject to specific licenses (e.g. third-party software you have licensed, or open source components), you will inform us of those license requirements if they could impact how we use them.

6.3 AI Systems and Learnings

Camber’s AI Systems (aiOS) and internal processes remain our sole property, as noted. We may, however, use general learnings, know-how, or techniques developed while working on your project (provided that in doing so we do not disclose your Confidential Information). For example, if we solve a challenging technical problem for your project in a generic way, we may use that approach in future projects. Similarly, improvements to our AI prompts or workflows derived from working on your tasks remain part of our AI Systems. Nothing in these Terms will be construed as assigning or granting to you rights in Camber’s generalized knowledge or tools. You benefit from our continually improving expertise, but you don’t own that expertise.

6.4 Portfolio Rights (Limited Publicity)

Camber is proud of the work we do and likes to showcase successful projects. You agree that, once a Deliverable or project is launched or made public by you, Camber may disclose the fact that we worked on it and may display or describe the Deliverables for promotional purposes. Specifically, Camber may:

• Identify You as Client: List your company/name and logo in our client list or marketing materials, and state that you are a client of Camber. (We will not, however, use your name or logo in any way that suggests an endorsement of our services without your separate consent.)
• Describe the Engagement: Briefly describe the nature of the Services we provided to you in case studies or on our website/portfolio (e.g. “Camber partnered with [Client] to design and build their e-commerce mobile app”). We may mention high-level outcomes or notable aspects, but we will not disclose any of your Confidential Information in doing so.
• Show Visuals of Deliverables: Use non-confidential screenshots, designs, or other visual elements of the Deliverables in our portfolio or marketing materials. Typically this would only be after the product is publicly available or launched. If there are certain parts of the Deliverables you prefer us not to showcase (for example, if they contain sensitive information or you have a stealth mode product), please inform us and we will accommodate reasonable restrictions.

We will seek your permission before issuing any press release or blog post that goes into detail about the project, or before timing any announcement that might precede your own launch announcement. Our intent is to promote our services while being respectful of your marketing plans and confidential matters. If you have specific branding guidelines or publicity requirements (such as using ™ or ® symbols with your logos, or disclaiming a partnership), please let us know in advance.

This Section 6.4 survives termination of the engagement, but if you terminate for any reason and prefer not to be listed in our portfolio going forward, you can send us a written request and we will cease further use of your name/logo in new marketing materials (we may not be able to retract things already published, but we will honor going forward).

7. Warranties and Disclaimers

7.1 Mutual Warranties

Authority and No Conflicts: Each party represents and warrants that (i) it has full power and authority to enter into and perform this agreement, and doing so will not violate any other agreement to which it is a party; and (ii) each party will comply with all laws and regulations applicable to its performance under these Terms. For you as the Client, this means (for example) that you have obtained any necessary rights or consents to the data you ask us to process, and that your use of the Deliverables will be in accordance with law. For Camber, this means (for example) that we will follow applicable export control laws, data protection laws (with respect to how we handle any personal data you provide), and general business regulations in providing the Services.

7.2 Camber’s Warranties (Service Warranties)

Camber provides the following limited warranties regarding the Services and Deliverables:

• Professional Quality: We warrant that our Services will be performed in a professional and workmanlike manner, with reasonable care, and in accordance with generally accepted industry standards. Our team members assigned will be suitably skilled and experienced for their tasks.
• Conformance to Specifications: We warrant that each Deliverable, at the time of delivery to you, will materially conform to the written specifications or acceptance criteria that have been agreed upon for that Deliverable (for example, as described in the request’s user story or in a requirements document). This warranty lasts for a period of thirty (30) days from the date we deliver the particular Deliverable to you (the “Warranty Period”). During this Warranty Period, if you discover that a Deliverable deviates materially from the agreed specifications, you must notify us in writing and we will, at our cost, correct the non-conformity as described in “Remedies” below.
  • Note: This warranty does not cover issues or failures that are due to (a) modifications to the Deliverable made by anyone other than Camber; (b) your misuse or use of the Deliverable in a way not intended in the specs; or (c) issues caused by Third-Party Materials or dependencies outside our control (see Section 3.5). Also, any minor deviations that do not materially affect the functionality or user experience will not be considered a breach of warranty, but we would likely still address them as part of our commitment to quality.
• No Malware: Camber warrants that, to our knowledge, Deliverables delivered will not contain any computer viruses, worms, or malicious code intentionally introduced by us. (This does not cover any third-party viruses or malware that might infect the Deliverables after delivery or through no fault of Camber.) We follow security best practices to avoid such issues.
• Non-Infringement: Camber warrants that, to our knowledge, the Deliverables (excluding any Client Materials or specifications provided by you, and excluding Third-Party Materials) will not infringe or misappropriate any third party’s intellectual property rights if used by you in accordance with these Terms and the intended purpose of the Deliverables. “To our knowledge” means that our project team is not aware of any such infringement, but we do not guarantee that an unknown patent or copyright issue doesn’t exist. We do not perform comprehensive IP clearance searches (as noted in Section 3.6). If you become aware of a potential infringement, please notify us and we will address it per the indemnity and remedies below.

Remedies for Camber’s Warranty Breach: If we breach the warranties in this Section 7.2, you must notify us within the applicable time period (e.g. within the 30-day Warranty Period for a deliverable conformance issue). Your exclusive remedy and Camber’s sole obligation will be:

• For breach of the Conformance warranty (7.2): Camber will, at our expense, promptly correct or repair the Deliverable so that it meets the specifications. If a material non-conformity cannot be reasonably corrected, we will discuss in good faith an alternative resolution, such as accepting a partial deliverable with an appropriate adjustment in fees, or providing a refund for that Deliverable and reverting any rights in the non-conforming Deliverable back to us.
• For breach of the Non-Infringement warranty (7.2): Camber will, at our option, either (a) modify or replace the infringing part of the Deliverable with a non-infringing equivalent that meets the requirements, (b) obtain a license for you to continue using the infringing component (for example, by obtaining a sublicense if a third-party patent is at issue), or (c) if neither of those is feasible, accept return of the infringing Deliverable and refund to you any fees paid for that Deliverable, minus a reasonable allowance for the value you already obtained (for example, a pro-rata or depreciated amount if you had use of it for some time). In the case of a refund and return, your rights in that Deliverable and any related intellectual property would revert to Camber.

These remedies are conditioned on you: (i) giving us prompt written notice of the issue (for infringement claims, prompt notice of any claim or threatened claim is essential so we can respond); (ii) providing reasonable cooperation and information in the effort to fix or address the issue; and (iii) for infringement, not having made any admissions or taken any action that would prejudice our defense or resolution of the claim. The warranties and remedies above are exclusive and in lieu of any other warranty remedies at law or equity, except for cases of fraud or intentional misrepresentation.

7.3 Client’s Warranties

You make the following warranties to Camber:

• Rights to Materials: You warrant that you have all necessary rights, licenses, and consents in any Client Materials or instructions you provide, such that Camber’s use of the Client Materials as contemplated by this agreement will not infringe, misappropriate, or violate any third-party’s intellectual property rights, privacy rights, or other rights. In other words, if you give us text, images, code, data, or any other materials to incorporate or base our work on, you either own those or have permission to use them and to allow us to use them for your project.
• Compliance of Your Business: You warrant that you will use the Deliverables and Services in compliance with all applicable laws and regulations. You understand that Camber is not responsible for making your business compliant with laws (e.g., data protection laws, accessibility, etc.), so you warrant that you will not knowingly direct us to act in a way that would violate any law. If specific regulations apply to your project, you will inform us, and you either have obtained or will obtain any necessary approvals or consultations (for example, regulatory approvals for a healthcare app, etc.).
• No Unlawful Content: You warrant that none of the content you direct us to create or that you ask us to include in Deliverables will be defamatory, obscene, exploitative, or violate any law or regulation. If your project involves user-generated content or sensitive data, you are responsible for ensuring that appropriate safeguards or terms of use are in place for your users.

If a third party brings a claim against Camber due to a breach of your warranties above (for example, if it turns out materials you gave us infringe someone’s copyright), you agree to indemnify and defend Camber as described in Section 10.2 (Your Indemnity).

7.4 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, CAMBER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES, DELIVERABLES, AND ANY PRODUCTS OR RESULTS THAT MAY BE OBTAINED FROM THEM. This disclaimer includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, which are hereby expressly disclaimed. The Services and Deliverables are provided “AS IS” and “AS AVAILABLE” upon delivery.

In particular, Camber does not warrant or guarantee that: (a) the Services or Deliverables will meet all of your expectations or specific requirements (since those may evolve and the approach is collaborative); (b) the Deliverables will be uninterrupted or error-free in operation (though we commit to remedying any material defects as described); (c) the Deliverables will be compatible with every future platform or third-party software update (see Section 3.5 – ongoing changes may require further development); or (d) the business outcomes you hope for will be achieved. We make no guarantee of any particular return on investment, user engagement level, or other business metric – those are influenced by many factors beyond our control.

No Regulatory or Legal Warranty: Camber further disclaims any warranty that the Deliverables or Services will ensure compliance with any legal or regulatory standards. While we strive to follow best practices (for example, coding with security in mind, or using HIPAA-compliant infrastructure when requested), we are not providing legal advice and we make no promise that our work will satisfy legal requirements specific to your industry. You are solely responsible for obtaining your own legal review of the product and for operating it in accordance with the law. (For example, if you operate a medical app, you must ensure it complies with healthcare regulations; if you collect personal data, you must ensure privacy law compliance, etc. We can assist by implementing features you specify, but cannot certify compliance.)

Third-Party Materials and Services: Camber disclaims any responsibility for third-party materials or services. Those are provided “as is” by their owners. We do not guarantee that any third-party software (open source or otherwise) used in a Deliverable is free of defects or will be supported indefinitely. However, we will make known to you any relevant third-party license terms and, during development, we choose third-party components we believe to be reliable and well-supported.

Ongoing Support: Except as explicitly agreed in an active Service Plan, Camber is not obligated to provide ongoing support, maintenance, updates or enhancements to Deliverables once delivered. (Of course, if you maintain a subscription with us, ongoing support is part of that arrangement. But if you terminate and do not have a maintenance plan, we have no further duty to support the software.) The nature of custom software is that it may require continuous development and maintenance to remain effective. We strongly recommend having a plan in place (either with us or internally) for ongoing maintenance.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you to the extent prohibited by law. In such case, the duration of any required warranty is limited to 30 days from delivery of the particular service or deliverable.

8. Confidentiality

Mutual Confidentiality Obligation: Each party (as Recipient) agrees that it will maintain in confidence all Confidential Information of the other party (as Discloser) that it obtains in the course of the Services. Specifically, the Recipient of Confidential Information shall: (a) use the Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under these Terms (and not for any other purpose or benefit without the Discloser’s prior written consent); (b) not disclose the Confidential Information to any third party except for its own employees or independent contractors who need to know it for the permitted purpose, and who are bound by confidentiality obligations at least as protective as these Terms; and (c) protect the Confidential Information using at least a reasonable degree of care, which in any event shall not be less than the degree of care the Recipient uses to protect its own similar confidential information. Each party shall implement and maintain appropriate technical and organizational measures to safeguard the other’s Confidential Information, including (for Camber’s part) industry-standard cybersecurity practices to prevent unauthorized access or disclosure.

Exceptions: If the Recipient is required by law, court order, or regulatory authority to disclose Confidential Information of the Discloser, the Recipient may do so, provided it gives prompt notice to the Discloser (unless legally prohibited) so the Discloser has an opportunity to seek a protective order or other relief, and discloses only the minimum amount of information necessary to comply with the requirement. Information that falls into one of the exceptions in the Confidential Information definition (Section 2) is not subject to the restrictions of this section.

Return or Destruction: Upon termination of the Services or upon the Discloser’s request, the Recipient will return or destroy (at the Discloser’s choice) all Confidential Information of the Discloser in its possession, except that the Recipient may retain one archival copy solely for record-keeping and to demonstrate compliance with these Terms, and any copies retained on routine backup media (provided that such retained information remains confidential).

AI Tools and Confidential Info: Camber acknowledges the sensitivity of Client’s Confidential Information. When using AI Systems or third-party AI tools to assist in performing Services, we will not input your highly sensitive Confidential Information into any third-party AI service unless that service allows us to disable training/retention or we have otherwise anonymized or obscured the information such that it is no longer confidential. We operate our AI Systems in a manner that avoids inadvertent disclosure. If you prefer we not use AI at all on any of your project data, please communicate that to us – note that declining AI usage might impact the speed of delivery, but we will respect any such request regarding particularly sensitive data.

This confidentiality section survives termination of the engagement for a period of five (5) years from the date of disclosure of each piece of Confidential Information, or indefinitely with respect to any trade secrets (until they no longer qualify as trade secret by law). Each party agrees that any breach of this section may cause irreparable harm for which monetary damages may be inadequate, and that the Discloser is entitled to seek injunctive relief (immediate court-ordered stop) to prevent or stop a breach of confidentiality, in addition to any other rights or remedies.

9. Limitation of Liability

To the fullest extent permitted by law, the parties agree to the following limitations on liability:

• 9.1 Cap on Liability: Each party’s total cumulative liability for any and all claims arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), or any other form of action, is limited to the total amount of fees paid by you to Camber under these Terms in the twelve (12) months immediately preceding the event giving rise to the claim. If the claim arises before 12 months of fees have been paid, then the cap will be the amount paid up to that point. For example, if a claim arises 6 months into the contract and you paid $120,000 in that time, each party’s liability is capped at $120,000 for that claim. This cap applies in aggregate to all claims and damages; multiple claims will not increase the cap.
• 9.2 No Indirect Damages: Neither party will be liable to the other for any indirect, special, incidental, consequential, punitive, or exemplary damages, or for any loss of profits, revenue, goodwill, savings, or data, even if the party has been advised of the possibility of such damages. This exclusion applies regardless of the legal theory (contract, tort, strict liability, etc.) on which the claim is based. In plain language, Camber will not be responsible for business losses like lost profits or reputation damage that might arise from delays or performance issues, and you won’t be responsible for similar types of damages to us.
• 9.3 Exceptions: The above liability limitations (cap and exclusion of certain damages) do not apply to the following situations: (a) breaches of Section 8 (Confidentiality) – each party’s liability for misuse or disclosure of the other’s Confidential Information is not capped by the fee amount (though still no indirect damages); (b) amounts owed as indemnification obligations under Section 10 – indemnities are potentially uncapped (except where otherwise stated) because they relate to third-party claims; (c) damages resulting from a party’s willful misconduct or fraud – neither party is protected by a cap if it intentionally causes harm or engages in fraud; and (d) non-payment of fees by you – obviously, the fee cap doesn’t permit you to not pay amounts actually owed for Services rendered. Additionally, any early termination fees due (Section 11.3) are considered direct liquidated damages and are not subject to the cap.

Acknowledgment: Each party acknowledges that the limitations of liability above are a material basis of this bargain, that the pricing of the Services reflects these limitations, and that they would be unwilling to enter the agreement without them. If you are in a state or jurisdiction that does not allow limitation of certain damages, then the limitations above will apply to the maximum extent permitted by law.

10. Indemnification

10.1 Camber’s Indemnification of Client

Camber will defend you (the Client) and your officers, directors, and employees (collectively, the “Client Indemnitees”) against any third-party claim, demand, lawsuit or proceeding (“Claim”) alleging that Camber’s actions or deliverables infringe a U.S. copyright or patent, or misappropriate a trade secret, or arising from Camber’s gross negligence or willful misconduct or material breach of these Terms. Camber will also indemnify (pay) any settlement amounts or court-awarded damages finally awarded against the Client Indemnitees as a result of such Claim, along with reasonable attorney’s fees, provided that: (a) you promptly notify Camber in writing of the Claim (to allow us to respond and defend – delay in notice doesn’t waive your rights but could impact our ability to defend); (b) Camber has sole control over the defense and any settlement of the Claim (we will pick the lawyers and direct the strategy, and we won’t settle any Claim in a way that imposes liability or obligations on you without your consent); and (c) you reasonably cooperate with Camber (at our expense) in the defense.

This indemnity does not apply to the extent that the Claim arises from: (i) your misuse or modification of Deliverables in a way not authorized by Camber or intended in the project; (ii) your combination of the Deliverables with other products, software, or services not furnished by Camber (where the Claim would have been avoided but for such combination); (iii) any Client Materials or directions you provided (for example, if you gave us content to use that infringes a third party’s rights, or insisted on a feature that infringes); or (iv) Third-Party Materials included in Deliverables (your rights and remedies for third-party components will be against the third-party under their license, except to the extent we had knowledge of infringement as covered by our warranty/indemnity above).

If a Claim is reasonably likely to bar your use of any Deliverable, Camber will seek to do what is stated in Section 7.2 (Remedies for infringement) – obtain a license, modify the Deliverable, or as a last resort, take it back and refund you. The indemnity in this Section 10.1 is Camber’s entire obligation and your exclusive remedy regarding any third-party intellectual property infringement or similar claims.

10.2 Client’s Indemnification of Camber

You (the Client) agree to defend Camber and its members, officers, employees, contractors, and agents (the “Camber Indemnitees”) against any third-party Claim arising out of or related to: (a) your use of the Deliverables or Services in violation of law or any third-party rights (for example, if someone claims your deployed app violates their privacy rights or if an end-user is harmed and sues us); (b) any breach by you of these Terms, including but not limited to breach of your warranties in Section 7.3 (e.g. a claim that content you provided to us is infringing or illegal); or (c) any combination of the Deliverables with other products or services by you (not under Camber’s control) that gives rise to a claim. You will indemnify and hold harmless the Camber Indemnitees from any damages, losses, liabilities, and reasonable costs (including attorney’s fees) awarded in such Claim or agreed in settlement by you, provided that Camber: (i) promptly notifies you of the Claim in writing; (ii) gives you sole control of the defense and settlement (subject to the same caveat that you won’t settle in a way that imposes unagreed obligations on Camber without our consent); and (iii) provides you with cooperation (at your expense) in defending the claim.

This Section 10.2 means that if a third party (including one of your customers or users) sues Camber for something that is really your responsibility or relates to your business/content, you will step in to defend us and cover the costs. Common sense applies: we remain responsible for our own employees’ negligence and core deliverable IP issues, but you’re responsible for what you do with the product and what you provide to us.

10.3 Additional Indemnity Procedures and Provisions

• Settlement: An indemnifying party (Camber under 10.1 or you under 10.2) may not settle a Claim without the consent of the indemnified party if the settlement imposes any admission of fault or any ongoing obligation (other than payment of money which the indemnifier will pay) on the indemnified party. Consent to settlement will not be unreasonably withheld. Conversely, if an indemnifying party could have settled a claim monetary-only and the indemnified party refuses consent, then the indemnifier’s liability will be capped at the amount of that proposed settlement plus reasonable defense costs incurred up to that point.
• Separate Counsel: The indemnified party has the right to retain its own counsel (at its own expense) to participate in the defense in an advisory capacity, but the indemnifier retains control. If a conflict of interest would prevent the indemnifier from defending one of the indemnitees, that indemnitee may have separate counsel paid by the indemnifier.
• Insurance: Both parties acknowledge that they maintain appropriate insurance (see Section 16) which may cover some liabilities under these indemnities, but the existence of insurance does not limit either party’s obligations here.

The obligations in this Section 10 survive termination of the agreement.

11. Term and Termination

11.1 Term of Agreement

These Terms become effective between us as soon as you subscribe to a Service Plan or otherwise explicitly agree to them, and will continue in effect until terminated in accordance with this Section 11. Each Service Plan subscription has a billing period (typically monthly) and will automatically renew for successive periods until canceled. If you have committed to a fixed term (such as an annual plan), the agreement is for that minimum term and will then auto-renew for additional terms of the same length unless canceled with proper notice.

In summary:

• A month-to-month plan renews every month indefinitely until canceled.
• An annual commitment plan runs for 12 months from the start date and then renews for another 12-month term automatically, unless canceled with notice prior to renewal.

If you sign up for any other commitment term (e.g. a 3-month trial or special term), the same concept applies: it ends after the term length and renews unless notice of non-renewal is given. Camber may decide to stop offering or change certain Service Plans, but any such change will be communicated and existing commitments honored or appropriately adjusted by mutual agreement.

11.2 Termination by Either Party

Termination for Convenience (No-Fault Cancellation):

• Month-to-Month Plans: Either party may terminate a month-to-month Service Plan for any reason (or no reason) by giving at least 20 days’ written notice to the other party prior to the start of the next billing cycle. For example, if you don’t wish to continue into April, you should notify us by around the 10th of March so we can wind down by end of March. Upon such termination, your Service will end on the last day of the then-current paid month. (If you need an immediate stop, see “early cancellation” below for the refund policy on unused time.)
• Annual (or Multi-Month) Plans: Either party may elect not to renew an annual commitment term by providing at least 30 days’ written notice before the end of the current 12-month term. In that case, the Service will expire at the end of the term and not renew. If you wish to terminate an annual commitment early (before the term is complete) without cause, note that an early termination fee will apply (see Section 11.3).

Termination for Breach (Cause): Either party may terminate the agreement (or a specific Service Plan) if the other party materially breaches these Terms and fails to cure such breach within 15 business days after receiving written notice describing the breach. Termination for breach must be given in writing, referencing this clause. If the breach is of a nature that cannot reasonably be cured within 15 business days, the non-breaching party may agree (at its discretion) to extend the cure period or work out an interim solution. However, lack of payment is a breach that must be cured within the short grace period described in Section 3.4 (7 days for payment issues) unless otherwise agreed. Repeated breach or bad faith in performing the contract may shorten the patience for cure.

Immediate Termination in Extraordinary Circumstances: Either party may immediately terminate if the other party becomes insolvent, files for bankruptcy, or ceases business operations in a manner that it cannot fulfill its obligations. Camber may also immediately suspend or terminate the Services if continuing to provide Services would cause us to violate any law or government regulation (though we would give notice and try to resolve any such situation collaboratively first).

11.3 Effects of Termination

When a Service Plan or the overall agreement is terminated, the following consequences apply:

• Service Continuation and End Date: If terminated for convenience with notice, Services will continue until the designated end date (e.g. the end of the current billing period or commitment term). We will work with you to smoothly wrap up or transition any in-progress work. We have no obligation to perform Services after the effective termination date.
• Final Deliverables: Camber will deliver to you all in-progress work and Deliverables developed up to the termination date, in whatever state of completion they exist. For example, if we were halfway through developing a feature, you will receive the partial work done. You will be billed for work performed up to termination (if not already paid), and upon final payment, the same IP ownership provisions apply to whatever we’ve delivered. However, Camber is not obligated to continue work to polish or complete any feature after termination (unless otherwise agreed in writing as part of a termination wind-down).
• Final Invoices and Payments: You agree to pay for all Services rendered and expenses incurred up through the termination date. We will issue a final invoice if needed. All payments for Services through termination become due immediately upon termination (or per standard net terms if we agree).
• Refund for Early-in-Month Cancellation: If you terminate (or request to cease work) within the first 7 days of a new monthly billing period, and you have already been charged for that period, Camber will refund 75% of that month’s fee to you as a courtesy. The remaining 25% of the monthly fee is retained by Camber to cover administrative costs and the fact that we allocate resources for your project at the start of the period. This refund policy applies both to month-to-month customers and to committed-term customers who end the engagement mid-term. For example, if a new month started on the 1st and you decide on the 5th to cancel immediately, we will refund 75% of that month’s charge. In such case, our Services will cease immediately upon termination (we won’t continue working for the rest of the month after issuing a refund). If you cancel after the first 7 days of a month, you are not entitled to any refund for that month and Services will continue until the period ends.
• Early Termination Fee (Committed Plans): If you terminate an annual (12-month) commitment plan before the end of the commitment period for any reason other than a proven breach of these Terms by Camber, then in addition to paying for Services rendered through the termination date, you agree to pay an Early Termination Fee equal to 25% of the remaining fees for the unused portion of your commitment. For example, if you had 4 months remaining at $20,000/month, the remaining fees would be $80,000, and the Early Termination Fee would be 25% of that = $20,000. This fee is intended as liquidated damages to compensate for the discount you received and the advance resource allocation we committed to for your project. The Early Termination Fee (if applicable) will be billed immediately upon termination, and payment is due upon receipt. Note: If Camber is the party terminating early without cause (i.e. we stop providing service mid-term not due to your breach), you will not owe this fee – it’s only if you, the Client, choose to break a commitment early without cause.
• Reversal of Discounts: In some cases, if you received an upfront discount or promotion for committing to a certain term and you terminate early, we reserve the right to “true up” the billing by retroactively applying the month-to-month rate for the months used. (This is essentially another way to calculate the early termination adjustment.) We will not double-dip; either this or the 25% fee will apply, whichever is specified in your plan terms or order. We will be transparent about any such adjustment in the final invoice.
• Retention of License/Access: Upon termination of the Services and final payment, you retain ownership of all Deliverables delivered and paid for. However, any licenses granted to you by Camber (such as the license to use Agency Tools in Deliverables) will terminate immediately if the termination is due to your breach or if you fail to pay for the Deliverables in full. In practice, this means if you simply decide to end the subscription on good terms and you have paid everything owing, you can continue to use the Deliverables (including any incorporated Agency Tools) as of the termination date, but you won’t receive any further updates or support from us. If termination occurs due to your failure to pay or other breach, Camber may revoke or suspend your rights to use any Deliverables that were not fully paid for.
• Cessation of AI Systems: Upon termination, you lose any access to or benefit from Camber’s AI Systems. (This is only relevant if some aspect of the ongoing service gave you a special benefit via our AI – since our AI is used internally, this mainly means you won’t continue to get the accelerated delivery benefit once we’re no longer working for you.)
• Surviving Terms: The termination or expiration of these Terms will not affect provisions which by their nature are intended to survive, including but not limited to: Intellectual Property Rights (Section 6), to the extent of any ongoing licenses or restrictions; Fees and Payment obligations (for amounts accrued up to termination, and any early termination fees); Confidentiality (Section 8); Limitation of Liability (Section 9); Indemnification (Section 10); Governing Law, Arbitration, and Dispute Resolution (Section 14); and General Provisions (Section 12). Each party will also continue to be responsible for any breach of these Terms that occurred prior to termination.

After termination, we hope you either have a great product to continue with or perhaps will return when you have new needs! We ask that you remove us from any sensitive systems or revoke credentials we no longer need post-engagement for security. We’ll likewise return or destroy Confidential Information as described earlier.

12. General Provisions

• Non-Solicitation of Personnel: During the time we are providing Services to you, and for one (1) year after the last day that we provided any Services or Deliverables, neither party will, directly or indirectly, solicit or induce any employee or contractor of the other party to leave their current employment/engagement in order to work with or for the soliciting party. This mutual non-solicitation provision is standard; it ensures Camber isn’t poaching your employees and you aren’t poaching our team members outside of our business relationship. However, it does not apply to general job postings or responses to them (i.e. if someone responds to a general advertisement not specifically targeted at the other’s employees, that’s not a violation).
  • Liquidated Damages: If either party breaches this non-solicitation clause and hires an employee of the other, the breaching party agrees to pay the other party, as liquidated damages, an amount equal to 50% of the employee’s total annual compensation for the prior 12 months. This is a reasonable pre-estimate of the costs of recruitment, training, and loss of expertise that the parties agree is fair, rather than trying to determine actual damages. This fee is payable within 30 days of written demand after the breach is discovered. (Each party acknowledges this liquidated amount is not a penalty but a fair measure of damages, given the difficulty of proving actual harm.)
• Independent Contractor Relationship: The relationship between Camber and Client is that of independent contractor and client. Nothing in these Terms shall be construed to create a partnership, joint venture, or employer-employee relationship between us. Camber’s team members are not your employees, and we do not have an exclusive relationship with you (we may have other clients). Each party remains solely responsible for its own taxes, employees, and business costs. Camber will not be entitled to any benefits provided by you to your employees (and vice versa). Neither party has the authority to bind or act on behalf of the other in any legal agreement, and neither party will misrepresent its relationship with the other.
• Modifications to Terms: Camber may update or modify these Terms from time to time, particularly to reflect changes in our Services or legal requirements. In the event of any material change to the Terms, Camber will provide you with at least 30 days’ notice (for example, by email or a notification through our platform). If you object to the updated Terms, you may terminate your subscription before the new Terms take effect (and receive a pro-rated refund for any remaining prepaid period). If you continue to use the Services after the effective date of the updated Terms, that will constitute your acceptance of the changes. For minor or administrative changes (like clarifications or adjustments that do not reduce your rights), we may not provide advance notice beyond posting the new Terms.
• Changes to Services: We may also make changes to the Services or Service Plans (as discussed in Section 3.1 and 4.3). We strive to improve our offerings continuously. If we discontinue a Service Plan or significantly alter its features in a way that affects you, we will give you notice and an option to transition to another plan or terminate and receive a refund for any unused period (if you’ve prepaid). Our goal is never to remove features without offering an equal or better alternative.
• Assignment: You may not assign or transfer these Terms or any of your rights or obligations hereunder to any third party without Camber’s prior written consent, except in the case of a sale of substantially all your business or a merger (and even then the successor must agree to be bound by these Terms). Camber may assign or transfer this agreement (in whole or part) to an affiliate or successor in the event of a corporate reorganization, merger, acquisition, or sale of our business or assets related to this agreement. We will notify you if such a transfer occurs. Subject to the foregoing, these Terms will bind and benefit the parties and their respective successors and permitted assigns. Any attempted assignment in violation of this clause is void.
• Entire Agreement: These Terms, together with your specific Service Plan order (and any addenda or attachments explicitly agreed in writing, such as a data processing agreement if applicable), constitute the entire agreement between Camber and Client with respect to the Services and Deliverables. It supersedes all prior or contemporaneous agreements, proposals, or communications (whether written or oral) relating to the subject matter. No oral or written statement or promise outside of this written agreement is binding. (For clarity: if you and our sales team discussed something but it’s not written here or in an official order form, this document governs.) Amendments or changes to this agreement must be in writing and signed or acknowledged by both parties (email correspondence where both parties clearly agree can suffice as “in writing”). The only exception is that Camber may update these Terms as described under “Modifications” above.
• Severability: If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible (e.g. by reducing scope or duration if possible), and the remaining provisions of these Terms will remain in full force and effect. The parties will negotiate in good faith a valid and enforceable provision that is as similar as possible to the intent of the invalid provision.
• No Waiver: A failure or delay by either party to enforce any right or provision of these Terms will not constitute a waiver of that provision or any other provision. To be effective, any waiver of a breach of these Terms must be made in writing and signed by the party granting the waiver, and such waiver will not imply a waiver of any subsequent breach.
• Construction and Interpretation: Both parties have had the opportunity to review and negotiate these Terms, and no rule of strict construction or “drafter’s disadvantage” will apply in interpreting the agreement against either party. Headings are for convenience only and do not affect interpretation. Terms like “including” or “for example” are deemed to be followed by “without limitation” unless the context says otherwise. If we ever have a dispute over meaning, the document will be interpreted in an even-handed manner.
• No Legal Advice: Camber is not a law firm and does not provide legal advice. Any statements in our communications or materials regarding laws, regulations, or best practices (such as privacy, data security, accessibility, etc.) are for informational purposes and reflect general knowledge, not specific legal counsel. You are encouraged to seek your own legal advice for matters of compliance or contract review. We will cooperate with any approach you direct for compliance (like building certain features), but we do not assume liability for legal or regulatory requirements related to your business.
• Force Majeure: Neither party will be liable for any failure or delay in performing its obligations (other than payment obligations) if that failure or delay is due to circumstances beyond its reasonable control. This includes, for example, acts of God, natural disasters, strikes or labor disputes, war, civil unrest, pandemics or public health emergencies, governmental orders or restrictions, power or internet outages not caused by the party, or the failure of third-party platforms. The party claiming force majeure must promptly notify the other of the situation and make reasonable efforts to overcome the obstacle and resume performance as soon as possible. If a force majeure event continues for an extended period (e.g. more than 30 days), either party may have the right to terminate the affected Services upon written notice.
• Export Compliance: The Deliverables and any software or technical information provided under these Terms may be subject to U.S. export control and economic sanctions laws. You represent that you are not located in, and will not use the Deliverables in, any country or region that is subject to comprehensive U.S. embargo (currently including, for example, North Korea, Iran, Syria, Cuba, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and that you are not on any U.S. government denied-party list. You agree to comply with all applicable export and import laws in your use of the Deliverables. Similarly, if you provide Camber with any technical data that is controlled under export laws, you will inform us in advance and not provide it without our consent.
• Non-Disparagement and Public Statements: Each party agrees that it will not disparage or slander the other party, its reputation, services, or officers, either during the term or after termination. In the event of a dispute between us, both parties agree to handle it discretely and professionally. Neither party will make any public announcements or press releases regarding any disputes or the termination of the business relationship without the other party’s prior written consent. This does not prevent either party from discussing their own business experiences privately or from making truthful statements if required by law, but we both commit to not intentionally harming the other’s public reputation.
• Notices: Official notices under these Terms (such as legal notices of breach, non-renewal, or indemnification claims) must be given in writing and delivered to the respective addresses or emails of the parties as follows:
  • To Camber: 7901 4th St N STE 8462, St. Petersburg, FL 33702, USA; Email: hey@cmbr.co
  • To Client: The physical address and/or primary email associated with your account or as specified in your order documents. (Camber may rely on the contact information you provided at sign-up, unless you update us in writing with a different notice address.)
  • Notices will be deemed received: if by physical mail or courier, upon delivery confirmation; if by email, upon sending, provided no bounce or error is received (but if sent outside normal business hours, then on the next business day). Routine project communications and operational messages are not “notices” that trigger this requirement – this is mainly for formal communications required under the contract.

13. Privacy and Data Security

Camber takes your privacy and data security seriously. Because we often handle data you provide (and potentially personal data of your end users), we want to be clear on these points:

• 13.1 Privacy Policy: Our general collection, use, and protection of personal information is governed by our Privacy Policy, which can be found on our website (please refer to the Camber Creative Privacy Policy available on our official site). By engaging our Services, you acknowledge the terms of our Privacy Policy. In short, we use your information to provide the Services, to communicate with you, and to improve our offerings. We do not sell your personal information. We also comply with applicable privacy laws in handling any personal data you provide to us. If your project requires a separate Data Processing Addendum (for compliance with GDPR or similar), we can enter one – just let us know.
• 13.2 Data Security: We implement industry-standard security measures to protect any sensitive data you entrust to us. This includes secure coding practices, access controls, encryption of sensitive information where appropriate, and using secure hosting/infrastructure providers. However, you understand that no method of storing or transmitting data is 100% secure. We cannot guarantee absolute security, especially if the data is in transit over the internet or stored in third-party systems you control. We will notify you of any data breach we become aware of that affects your Confidential Information or personal data, in accordance with applicable law.
• 13.3 Your Responsibilities for Data: If the project we do for you involves personal data of your customers or users, you are considered the “data controller” and we are a “data processor” (or equivalent terms under applicable law). You are responsible for obtaining any required consents from your users and providing any required privacy notices for the operation of the Deliverables. We will process any personal data solely on your instructions as needed to provide the Services. If you need us to sign a specific data protection agreement (DPA) to comply with GDPR, CCPA, or other regimes, we will do so as long as it is reasonable and consistent with our role. After termination of Services, we will return or delete personal data in our possession as per Section 8 (Confidentiality), unless otherwise required by law to retain it.

If you have specific questions or requirements regarding privacy or security measures for your project, please discuss them with us so we can address them appropriately in our engagement.

14. Dispute Resolution and Arbitration

We value our relationship with you and expect that most concerns can be resolved through open communication and mutual cooperation. However, if a dispute does arise, the following steps and rules will apply:

• 14.1 Good Faith Negotiations: In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Services provided (a “Dispute”), the parties agree first to try in good faith to resolve it informally. The disputing party shall give written notice to the other party describing the issue and proposed resolution. Representatives of both parties with decision-making authority shall then meet (in person or via teleconference) within a reasonable time to attempt to resolve the Dispute. If the Dispute cannot be resolved by negotiation within 15 business days (or a mutually agreed longer period) after notice, then either party may proceed to the next step below.
• 14.2 Binding Arbitration: Except for the specific exclusions noted below, any Dispute that cannot be resolved through negotiation shall be resolved by final and binding arbitration. You and Camber expressly waive the right to a trial in court (whether by judge or jury) and agree that any Dispute will be decided by a single neutral arbitrator. The arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules (or if those do not apply, the AAA’s appropriate rules for the subject matter of the dispute). The arbitration will take place in Orange County, Florida (or another location mutually agreed in writing, or via a virtual/telephonic hearing if appropriate). The arbitrator will be empowered to grant any relief that a court of competent jurisdiction could grant, including injunctive or equitable relief and damages. The arbitrator shall apply Florida law (both substantive and procedural, including the evidentiary privileges) to the Dispute, and shall provide a reasoned written decision. Judgment on the arbitration award may be entered in any court having jurisdiction.
  • Arbitration Procedure: The parties will mutually choose the arbitrator from a list provided by AAA. If we cannot agree, the AAA will appoint one. The arbitrator must be an attorney or retired judge with experience in commercial contract disputes and preferably knowledge of technology/service contracts. The arbitration shall be conducted in English. Discovery will be permitted in accordance with AAA rules, but the parties agree to work in good faith to limit discovery to what is reasonably necessary to ensure a fair hearing. The arbitrator is authorized to issue subpoenas and to grant motions dispositive of all or part of any claim. Confidentiality: The arbitration and all filings, evidence and testimony connected with it shall be confidential, except as needed to enforce the award or for legitimate judicial proceedings.
  • Costs: Each party will initially bear its own attorneys’ fees and costs in the arbitration, but the prevailing party in the arbitration shall be entitled to recover its reasonable attorneys’ fees and costs from the other party, in addition to any relief awarded. The parties will split the arbitrator’s fees and any administrative fees of AAA, unless the arbitrator reassigns those costs in the award. If a party fails to proceed with arbitration or unsuccessfully challenges the arbitrator’s award, the other party is entitled to recover its costs and attorneys’ fees incurred in compelling arbitration or defending the award.
• 14.3 Exceptions to Arbitration (Permitted Court Actions): Notwithstanding the above agreement to arbitrate, either party may choose to pursue the following types of relief in court rather than arbitration: (a) claims for temporary, preliminary, or permanent injunctive relief or other equitable relief, where such relief is reasonably necessary to protect that party’s intellectual property, Confidential Information, or other proprietary rights (for example, to stop unauthorized use or disclosure of Confidential Information, or intellectual property infringement). Such requests may be made to a court of competent jurisdiction as stated below, without needing to go to arbitration first. (b) claims that qualify for small claims court in a jurisdiction that has authority (if you are an individual or very small business and the dispute is minor, you may choose to go to small claims court instead of arbitration). However, if the small claims action is removed or appealed to a higher court, the dispute must then be arbitrated. (c) Additionally, if the party against whom a claim is brought fails to participate in the arbitration (for example, fails to pay fees or respond), the aggrieved party may proceed in court to the extent allowed to obtain a default judgment or equivalent relief.
• 14.4 Governing Law; Jurisdiction: These Terms and any Dispute will be governed by the laws of the State of Florida, USA, without regard to its conflict of laws principles. (However, the Federal Arbitration Act will govern the interpretation and enforcement of the agreement to arbitrate in Section 14.2, because it is a contractual arbitration under U.S. law.) Subject to the arbitration provisions above, any litigation permitted under these Terms (for example, a court action for injunctive relief or to enforce an arbitration award) shall be brought in the state or federal courts located in Orange County, Florida. Both parties consent to the exclusive jurisdiction of such courts and waive any objections to venue or inconvenient forum. If you are located outside the U.S., you also agree not to argue that we should litigate in your country under any international treaty; Florida is the agreed venue.
• 14.5 Waiver of Jury Trial: To the extent any Dispute is determined to be not subject to arbitration, each party irrevocably waives any right to a jury trial in any court proceeding arising out of or related to these Terms.
• 14.6 No Class Actions: All Disputes must be conducted on an individual basis. You and Camber agree not to participate in or seek to recover under any class action, collective action, or representative action (private attorney general or otherwise) against the other. The arbitrator shall have no authority to consolidate the claims of multiple persons or entities or to hear any class or representative proceedings. This means you cannot be a class representative or class member in any such action against Camber. If this class action waiver is ruled unenforceable in a particular case, then the entirety of the agreement to arbitrate (Section 14.2) shall be null and void for that case, and the dispute will proceed in court (with jury trial waived).

This Dispute Resolution section is governed by the Federal Arbitration Act and applicable federal law (for arbitration issues) and by Florida law for all other purposes. This Section 14 shall survive any termination of the agreement.

15. Contact Information; Questions

If you have any questions about these Terms or need to contact Camber for any reason, please reach out to us:

Camber (Panhandle and Peninsula Partners LLC)

Mailing Address: 7901 4th St N STE 8462, St. Petersburg, FL 33702, USA

Email: hey@cmbr.co (for all inquiries)

You can also find more information about our services, team, and policies on our website. We value our clients and are here to address any concerns. If anything in these Terms is unclear, we’d be happy to discuss it with you. Your understanding and satisfaction are important to us.

16. Insurance

Both Camber and Client agree to maintain appropriate insurance during the term of the Services, as a measure of protection against potential liabilities:

• Camber’s Insurance: Camber carries commercial general liability insurance with coverage of at least $1,000,000 per occurrence (covering things like bodily injury or property damage in the course of business), as well as professional liability / errors & omissions insurance appropriate for a software development business. Camber also maintains workers’ compensation insurance as required by applicable law for its employees. Upon written request, Camber can provide you with a certificate of insurance evidencing such coverage.
• Client’s Insurance: We encourage you as the Client to maintain adequate insurance for your own business operations, which may include general liability, cyber liability, or other policies as appropriate. If our work together requires any specific insurance from your side (for example, if we are working on your premises and you need us to be additionally insured), we should address that in an addendum or specific agreement. Typically, since we work remotely, client insurance isn’t an issue for us, but you should have whatever coverage is prudent for your industry.

Neither party’s insurance shall be cancelable or materially reduced without reasonable prior notice to the other, to the extent feasible. The existence of insurance does not limit or waive any obligations or liabilities under this agreement, but it can provide a source of recovery if something goes wrong.

By subscribing to a Camber Service Plan or continuing to use our Services, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them. We look forward to a productive and innovative partnership! Let’s build something great together.