Terms of Service

1. Acceptance

By engaging our services, you accept these Terms. If you are an entity, the individual accepts on behalf of the entity. Read carefully.

2. Services Scope

We provide security audits, compliance consulting, and advisory as defined in the Statement of Work (SOW). Services are non-exclusive and non-transferable.

3. Client Responsibilities

Client must provide accurate information, access to systems, and cooperate. Client represents that it has necessary rights to the digital assets. Client must not engage in illegal activities.

4. Fees & Payment

Fees are as per SOW. Invoices are net 30 days. Late payments incur 1.5% monthly interest. All fees non-refundable except as stated. Taxes are client’s responsibility.

5. Confidentiality

Both parties protect confidential information using reasonable care. Confidentiality survives termination for 3 years. Trade secrets remain confidential indefinitely. Exclusions: public info, independent development, required disclosure by law.

6. Intellectual Property

We retain all IP in our methodologies, tools, and reports. Client retains IP in its codebase and data. Deliverables are for client’s internal use only.

7. Limitation of Liability

Our liability is limited to fees paid in prior 6 months. No liability for indirect, consequential damages. Exceptions: breach of confidentiality, fraud, willful misconduct.

8. Indemnification

Client indemnifies us for claims arising from client’s breach of terms or misuse of services. We indemnify client for IP infringement claims.

9. Termination

Either party may terminate with 30 days notice. Immediate termination for material breach. Upon termination, client pays for services rendered. Confidential return required.

10. Governing Law

These terms are governed by the laws of California, USA. Disputes resolved by binding arbitration in San Francisco under JAMS rules.

11. Changes

We may update terms with 30 days notice. Continued usage constitutes acceptance.