Terms of Service

1) Scope & Engagements

Project scopes, deliverables, fees, and timelines are set out in proposals, SOWs, or order forms (each, an "Order"). If there's a conflict, the Order controls for that engagement.

2) Your Responsibilities

• Provide accurate information and timely access to systems and stakeholders.
• Maintain your own accounts, licenses, and compliance for connected tools.
• Ensure you have rights to any data or content you supply to us.

3) Fees & Payment

Fees are as stated in the Order. Unless otherwise specified, invoices are due net 15 days. Late amounts may accrue a reasonable late fee or interest as permitted by law. Non-payment may pause work.

4) Intellectual Property

• Your materials: You retain ownership of your pre-existing IP and data. You grant us a limited license to use them to provide the Services.
• Deliverables: Upon full payment, you receive a worldwide, perpetual, non-exclusive license to use deliverables for your internal business purposes. Our underlying know-how, frameworks, and reusable components remain ours.

5) Confidentiality

Each party will protect the other's non-public information with reasonable care and use it only for the engagement. Exceptions include information that is public, independently developed, or rightfully obtained without duty of confidentiality.

6) Data Processing

To the extent we process personal data on your behalf, we will act as a service provider/processor and handle such data per our Privacy Policy and any data-processing addendum agreed in writing.

7) Warranties & Disclaimers

• We will perform the Services with reasonable skill and care. Except as expressly stated, the Services and deliverables are provided "as is" without other warranties.
• You are responsible for decisions made using outputs from automations and AI tools, and for maintaining appropriate human review and controls.

8) Limitation of Liability

To the fullest extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, or punitive damages. Each party's aggregate liability arising out of these Terms will not exceed the fees paid or payable to us for the twelve (12) months preceding the claim.

9) Indemnification

Each party will defend and indemnify the other against third-party claims arising from its breach of these Terms or violation of law, subject to prompt notice and reasonable cooperation.

10) Term & Termination

These Terms apply while you use the Services and during any engagement. Either party may terminate an Order for material breach not cured within 15 days' written notice. You'll pay for work performed through termination.

11) Governing Law

These Terms are governed by the laws of the Commonwealth of Pennsylvania, USA, without regard to conflict-of-laws rules. Venue and jurisdiction lie in state or federal courts located in Allegheny County, Pennsylvania.

12) Changes

We may update these Terms from time to time. Continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

13) Contact

Questions about these Terms: legal@brooksmorris.com.