Terms of Service

1. Who we are and what these Terms cover

These Terms of Service (the “Terms”) are a binding agreement between you (“you”, the “Client”) and Caellum LLC, a Maryland limited liability company (“Caellum”, “we”, “us”). They govern your access to and use of our website at caellumlabs.com, our software and related services, and our own products.

By using our website, or requesting, paying for, or receiving our services, you agree to these Terms and to our Refund & Cancellation Policy and Privacy Policy, which are incorporated by reference. If you do not agree, do not use them.

2. Definitions

• Services — the software development, web applications, e-commerce, automation, AI setup, dashboards and data work, and technical consulting we provide for clients, billed as described in Section 6.
• Products — software we own and operate (for example, MovieTQ and other Caellum products), offered under their own terms where applicable.
• Deliverables — the work product we create specifically for you under an engagement.
• Order or SOW — a written description (which may be an email, proposal, statement of work, or checkout summary) of the work, scope, and fees for an engagement.

3. Engagements, orders, and scope

An engagement begins when we both agree on the work and you pay for the first week. The scope is what we agree in the applicable Order/SOW; anything not described there is out of scope until separately agreed. Estimates of time, cost, or outcomes are good-faith projections, not guarantees; changes to scope may change the timeline and fees and are handled by mutual agreement, typically as additional weeks of work.

Where an engagement has a separate signed agreement (for example, a master services agreement or SOW), that agreement controls over these Terms to the extent of any conflict for that engagement.

4. Eligibility and authority

You must be at least 18 years old (or the age of majority where you live) and able to enter into a binding contract. If you accept these Terms for a company or other organization, you represent that you have authority to bind it, and “you” includes that organization.

Our Services are intended for businesses and organizations. By engaging us, you represent that you are contracting in the course of your trade, business, or profession, and not as a consumer. If, despite this, applicable law treats you as a consumer, your non-waivable consumer rights still apply, as described in our Refund & Cancellation Policy.

5. Your responsibilities

To do the work, we rely on you to provide — in a timely way — the materials, content, access, credentials, approvals, and decisions we reasonably need, and to ensure you hold the rights to whatever you give us. You are responsible for the lawful use of what we build, for keeping your own backups unless we expressly agree otherwise, and for complying with the terms of any third-party services involved. Delays caused by missing inputs or approvals may affect timelines and do not entitle you to a refund of weeks already worked.

6. Fees, billing, and taxes

• Services are billed one week at a time, paid in advance, through our payment processor, Stripe. A week is a single, prepaid seven-day work period that begins when your payment clears; billing is not automatic, a new week starts only when you pay for one, and your delays (in feedback or payment) do not extend a week already paid for.
• There is no long-term commitment; you may stop at any time by not paying for the next week. If a weekly payment is not made, work pauses until it is. Refunds and cancellation are governed by our Refund & Cancellation Policy.
• Unless stated otherwise, fees are in U.S. dollars and exclusive of taxes; you are responsible for any sales, use, VAT, or similar taxes, except taxes on our net income. You authorize us, via Stripe, to charge the payment method you provide for each week you ask us to work.
• We do not store your full card details; payments are processed by Stripe under its own terms and privacy policy.

7. Acceptance of deliverables

We deliver each week’s work for your review. The paid week is also your review window: please tell us — and in any case before you pay for a further week — about anything that does not match what we agreed. We will put in-scope corrections right, and we will not charge a separate week solely to fix our own error; new requests or changes are handled as part of a following paid week. If you do not raise issues, or you put the work into production or live use, that week’s Deliverable is treated as accepted. Acceptance does not waive your rights for defects you could not reasonably have found in time, or any non-waivable rights under applicable law.

8. Third-party services

Our work and our website rely on third-party services — for example payment processing, hosting, email, and software libraries. Your use of those services may be subject to their own terms, and we are not responsible for them. We select them in good faith but do not control them.

9. Intellectual property

Your content

You keep all rights to the materials and data you give us. You grant us a limited license to use them only as needed to perform the Services.

Deliverables

Upon full payment of the fees due for the work that produced them, we assign to you the rights we hold in the Deliverables created specifically for you, except for the Background IP described below.

Background IP

We keep all rights in our pre-existing materials, tools, libraries, frameworks, methods, and know-how, and in anything of general application not created uniquely for you. To the extent any Background IP is embedded in a Deliverable, we grant you a non-exclusive, perpetual, worldwide license to use it as part of that Deliverable.

Third-party and open-source components

Some Deliverables include third-party or open-source components licensed under their own terms, which pass through to you; we will identify the material ones on request.

Our Products and brand

Our Products, website, brand, logo, and the name “Caellum” remain our property; nothing here transfers rights in them. If you send us suggestions or feedback, we may use them without restriction or obligation.

10. Confidentiality

Each of us may receive non-public information from the other. The recipient will use it only to perform or use the Services, protect it with reasonable care, and not disclose it except to people who need it and are bound by similar obligations, or as required by law. This does not apply to information that is public, already known, independently developed, or rightfully received from someone else.

11. Data protection and privacy

We handle personal data in line with applicable data-protection laws, which may include the EU/UK General Data Protection Regulation (GDPR), the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados, Law No. 13.709/2018), and U.S. state privacy laws. Where we process personal data on your behalf as part of the Services, we do so on your documented instructions and, where required by applicable data-protection law, will enter into a data-processing agreement. How we handle personal data for our own website and customers is described in our Privacy Policy.

12. Publicity and portfolio

We may identify you as a client and describe and display non-confidential aspects of the work we did for you — for example in our portfolio, case studies, or proposals — unless you tell us in writing not to, or a separate confidentiality agreement says otherwise. We will not disclose information you have marked confidential without your consent.

13. Warranties and disclaimers

We will perform the Services with reasonable skill and care, in a professional manner. Except for that, and to the fullest extent permitted by law, the Services, Deliverables, website, and Products are provided “as is” and “as available”, without other warranties of any kind, express or implied — including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services or any software will be uninterrupted, error-free, or free of harmful components, or that any particular result will be achieved. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

14. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to these Terms or the Services, even if advised of the possibility.

To the fullest extent permitted by law, our total aggregate liability arising out of or relating to these Terms or the Services is limited to the amount you paid us for the Services in the one (1) month before the event giving rise to the claim.

These limits do not apply to liability that cannot be limited or excluded under applicable law — for example, for fraud, willful misconduct, gross negligence, death or personal injury caused by negligence, or non-waivable consumer rights.

15. Indemnification

You will defend and indemnify us against third-party claims, and related losses, arising from the materials or data you provide, your use of the Deliverables, or your breach of these Terms or of law — except to the extent the claim arises from our own breach or wrongdoing.

16. Term and termination

These Terms apply while you use our website, Services, or Products. An engagement runs week to week, and either of us may end it as described in Section 6 and the Refund & Cancellation Policy. We may suspend or end access immediately if you breach these Terms, fail to pay, or use the Services unlawfully. On termination, unpaid amounts for work already done remain due, and the sections that by their nature should survive — including intellectual property, confidentiality, disclaimers, liability limits, indemnification, and dispute resolution — survive.

17. Independent contractor

We are an independent contractor. Nothing here creates a partnership, joint venture, employment, or agency relationship, and neither party may bind the other.

18. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control — for example natural events, outages, network or third-party-service failures, labor disputes, or government action — except for payment obligations.

19. Governing law and dispute resolution

These Terms are governed by the laws of the State of Maryland, USA, without regard to its conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods.

If a dispute arises, we both agree to first try to resolve it informally by writing to legal@caellumlabs.com and negotiating in good faith for at least 30 days. If it remains unresolved, the dispute is subject to the exclusive jurisdiction of the state and federal courts located in Maryland, and each party consents to venue there — except where mandatory law gives you the right to bring proceedings, or requires them to be brought, in the courts of your own country or domicile (for example, a consumer protected by the Brazilian Consumer Protection Code), in which case that mandatory law applies.

Time to bring a claim. Except where a longer period is required by applicable law, any claim relating to the Services must be brought within one (1) year after it arises.

Export and sanctions. Each party will comply with applicable export-control and economic-sanctions laws, and you confirm you are not located in, or acting for, a jurisdiction or person subject to restrictions that would make the Services unlawful.

20. Changes to these Terms

We may update these Terms from time to time. Changes are not retroactive: the version in effect when you pay for a given week — or use the website or a Product — governs that use. Continued use after a change means you accept the updated Terms.

21. Miscellaneous

• Entire agreement. These Terms, the Refund & Cancellation Policy, and any applicable Order/SOW or product terms are the entire agreement on their subject and replace prior discussions.
• Severability. If any provision is unenforceable, the rest stays in effect and the provision is limited to the minimum necessary.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger or sale of the business.
• Notices. Legal notices to us go to legal@caellumlabs.com or by mail to Caellum LLC, c/o Northwest Registered Agent Service, Inc., 306 W Redwood St, STE 201, Baltimore, MD 21201, USA.
• Headings. Section headings are for convenience only.
• Language. English is the controlling language of these Terms; any translation is provided for convenience only.

22. Contact

• General — contact@caellumlabs.com
• Support — support@caellumlabs.com
• Billing — billing@caellumlabs.com
• Legal — legal@caellumlabs.com · +1 (202) 796-0452 (the postal address for formal legal notices is in Section 21).

These Terms do not limit any rights or remedies you may have under applicable mandatory law. If any term conflicts with a non-waivable law that protects you, that law prevails to the extent of the conflict.

Last updated: 29 June 2026