Terms of Service

Last updated: 2026-07-07

Draft status: This document is a working draft prepared for review by counsel. Questions: legal@theunnamed.dev.

1. Acceptance of Terms

By accessing or using the services provided by The Unnamed Corp ("Unnamed", "we", "us") — including the website at theunnamed.dev, the Unnamed platform (the "Platform"), and our custom software development services (the "Services") — you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company, you represent that you have authority to bind that company. If you do not agree, do not use our services.

Plain English: Using our site, platform, or services means you accept these terms. If you're signing up for your company, you need the authority to do that.

2. Services

Unnamed provides custom software development services — including MVP builds, embedded team engagements, and technical audits — under a written Statement of Work ("SOW") agreed between the parties, as well as access to the Platform. Each SOW defines scope, deliverables, timeline, and fees, and is governed by these Terms unless the SOW says otherwise. If these Terms and an SOW conflict, the SOW wins for that engagement.

Plain English: The specifics of every project live in its SOW. These Terms are the baseline; the SOW takes precedence where they differ.

3. Accounts

To use the Platform you must register with accurate information and keep your credentials secure — you are responsible for activity under your account. We enforce multi-factor authentication. Notify us immediately at security@theunnamed.dev if you suspect unauthorized access. Use of the Platform is also subject to our Acceptable Use Policy.

Plain English: Keep your login safe, tell us fast if something looks wrong, and don't abuse the platform.

4. Client Obligations

You are responsible for providing accurate information, timely feedback during build phases, and any access, credentials, content, or third-party licenses required to complete the Services. Delays caused by missing inputs may shift timelines and, where the SOW provides, fees. You warrant that materials you provide do not infringe third-party rights.

Plain English: We can only ship on time if you give us what we need on time, and what you give us has to be yours to give.

5. Payment

Engagements are billed per the SOW. Unless the SOW says otherwise, invoices are due within 15 days, undisputed late amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and we may suspend Services after written notice of overdue payment. Fees are exclusive of taxes, which you are responsible for (excluding taxes on our income). Payments are processed by Stripe.

Plain English: Pay invoices per the SOW. Persistent non-payment pauses the work.

6. Intellectual Property

Upon receipt of final payment for the applicable deliverables, you own all custom code and assets produced for you under the SOW. Unnamed retains ownership of pre-existing materials and generic, reusable components, libraries, and infrastructure patterns not specific to your product, and grants you a perpetual, worldwide, non-exclusive, royalty-free license to use them as embedded in your deliverables. Open-source components remain under their own licenses, which we will identify on request. We may identify you as a client and describe the engagement in general terms unless the SOW says otherwise.

Plain English: Once paid for, your product is yours. Our internal tooling stays ours, but you can keep using it inside what we built for you, forever, for free.

7. Confidentiality

Both parties agree to protect non-public information shared during the engagement with at least reasonable care, use it only for the engagement, and disclose it only to personnel and advisers who need it and are bound to confidentiality. This does not cover information that is public, independently developed, or lawfully received from others. Disclosures compelled by law are permitted with prompt notice where lawful. This obligation survives termination for 5 years; trade secrets are protected as long as they remain trade secrets.

Plain English: We keep your secrets; you keep ours. That outlives the project.

8. Data Protection

Where Unnamed processes personal data on your behalf under an SOW, the Data Processing Agreement applies and is incorporated into these Terms. Our handling of data we collect directly is described in the Privacy Policy.

Plain English: Two documents cover data: the Privacy Policy for data you give us, the DPA for your users' data that we touch while working for you.

9. Third-Party Services

The Services and Platform depend on third-party providers (e.g., AWS, Stripe — see the subprocessor list on our Security page). We are not responsible for third-party outages beyond our reasonable control, but we will make commercially reasonable efforts to mitigate their impact.

Plain English: We build on AWS and friends. If AWS has a bad day, we'll do our best, but we can't control their infrastructure.

10. Warranties and Disclaimers

We warrant that Services will be performed in a professional and workmanlike manner consistent with industry standards. For 30 days after delivery of each SOW deliverable, we will re-perform or repair non-conforming work at no charge — this is your exclusive remedy for breach of this warranty. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND PLATFORM ARE PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Plain English: We stand behind our work and fix defects free for 30 days after delivery. Beyond that written promise, the law makes us say the loud part: no other guarantees.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE. EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU IN THE 3 MONTHS PRECEDING THE CLAIM. These limits do not apply to breaches of Section 7 (Confidentiality), Section 12 (Indemnification), your payment obligations, or either party's gross negligence or willful misconduct.

Plain English: If something goes wrong, liability is capped at roughly what you paid us recently — except for the things that shouldn't be capped, like leaking secrets on purpose.

12. Indemnification

We will defend and indemnify you against third-party claims that deliverables (excluding your materials and open-source components) infringe Canadian or US intellectual property rights. You will defend and indemnify us against third-party claims arising from your materials, your use of deliverables in violation of these Terms, or your products and services. The indemnified party must give prompt notice and reasonable cooperation, and the indemnifying party controls the defense.

Plain English: If someone sues you because our code infringed their IP, that's our problem. If someone sues us because of your content or your product, that's yours.

13. Term, Termination, and Handoff

Either party may terminate an SOW for material breach not cured within 15 days of written notice, or as the SOW provides. On termination, you pay for work performed through the termination date, and we deliver work-in-progress for everything paid for. Every engagement ends with a handoff: repositories, credentials, documentation, and a defined definition of done — we do not hold your product hostage.

Plain English: Either side can exit a broken engagement after a chance to fix it. You pay for what was built; you get everything that was built.

14. Governing Law and Disputes

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law provisions, and the parties consent to the exclusive jurisdiction and venue of the courts of Alberta. Before filing any claim, the parties will attempt in good faith to resolve the dispute through direct negotiation for 30 days.

Plain English: Talk first, court second — and if it gets that far, it happens in Alberta.

15. General

These Terms plus applicable SOWs are the entire agreement and supersede prior discussions. Neither party may assign these Terms without consent, except to a successor in a merger or asset sale. Neither party is liable for delays caused by events beyond reasonable control. If a provision is unenforceable, the rest stands. Waivers must be in writing.

Plain English: Standard housekeeping: this is the whole deal, no surprise transfers, force majeure happens, one broken clause doesn't sink the document.

16. Changes

We may update these Terms. We will notify account holders of material changes with at least 30 days notice via email; continued use after the effective date constitutes acceptance. Changes do not apply retroactively to an SOW in flight unless both parties agree.

Plain English: If the rules change, you'll hear about it a month ahead, and mid-project changes need your sign-off.

17. Contact

Questions: legal@theunnamed.dev · General: info@theunnamed.dev