Terms and Conditions
Effective date: 1 Nov 2025
1. Scope
These Terms govern use of our website and any proposals, statements of work (SOWs), or master service agreements (MSAs) issued by us.
2. Proposals & SOWs
Work begins only after written acceptance. Each SOW defines deliverables, milestones, fees, and assumptions. Conflicts are resolved in favor of the SOW.
3. Client responsibilities
- Provide timely access to people, systems, and content
- Review and sign off on milestones
- Legally license any third-party materials you supply
4. Fees & payment
- Invoices are due upon receipt unless stated otherwise in the SOW
- Late amounts may accrue interest and pause work
- Taxes, gateway or platform fees are your responsibility
5. Changes
Out-of-scope requests are handled via a written change order with impact to cost/timeline.
6. IP & licenses
Upon full payment, you receive a perpetual, worldwide license to deliverables described in the SOW, excluding our pre-existing tools, libraries, and know-how which remain ours. Open-source components remain under their respective licenses.
7. Confidentiality
Each party protects the other’s confidential information and uses it only for the project.
8. Warranties & disclaimers
Deliverables will materially conform to the SOW at acceptance. Except as stated, services are provided “as-is” without implied warranties.
9. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect or consequential damages. Our aggregate liability is limited to fees paid for the specific SOW giving rise to the claim.
10. Termination
Either party may terminate for material breach if not cured within 14 days. You pay for work performed and committed costs to termination date.
11. Governing law
Ohio, USA, without regard to conflicts of law. Venue: Stark County, Ohio.
12. Miscellaneous
Neither party may assign without consent (except to a successor in interest). Force majeure applies. These Terms plus any SOW/Order constitute the entire agreement.