Terms of Service
These Terms of Service (“Terms”) form a binding agreement between you and DEV.co (“DEV.co,” “we,” “us,” or “our”) and govern your access to and use of our websites and our professional services.
Please read them carefully — they include an arbitration provision and a class-action waiver that affect how disputes are resolved, and limitations on our liability. By accessing our sites or engaging our services, you agree to these Terms. If you do not agree, do not use our sites or services.
The short version
- A signed statement of work always beats these Terms where the two conflict.
- You own the deliverables once you have paid in full. You keep ownership of everything you gave us.
- We keep ownership of our pre-existing tools, frameworks, and general know-how.
- Estimates and calculator outputs are planning tools, not quotes. Fixed pricing comes from a signed SOW.
- We use AI-assisted development tooling, configured so your code and data are not used for model training.
- Disputes go to informal resolution first, then individual arbitration under Delaware law. You can opt out of arbitration within 30 days.
This summary is for orientation only. The full text below is what governs.
1. Acceptance & Affiliated Properties
These Terms govern your use of DEV.co and our affiliated web properties and services, including:
- DEV.co
- LLM.co
- Automatic.co
- RMA.ai
- SEARCH.co
By accessing our sites, submitting an inquiry, or engaging us, you accept these Terms on your own behalf and, where applicable, on behalf of the organization you represent.
2. Definitions
- Services
- Software development, AI engineering, design, consulting, support, and related professional services we provide.
- Deliverables
- The work product we create for you and deliver under a Services Agreement, including source code, designs, configurations, and documentation.
- Client Content
- Materials, data, credentials, systems access, and information you provide to us or make available for the Services.
- Services Agreement
- A separate written agreement, master services agreement, statement of work (SOW), order form, or proposal executed by both parties.
- DEV.co Materials
- Our pre-existing and independently developed tools, libraries, frameworks, templates, methodologies, and know-how, and improvements to them.
- Third-Party Materials
- Software, services, APIs, models, data, and content owned by third parties, including open-source components.
- Site(s)
- The web properties listed in Section 1.
- Change Order
- A written agreement modifying the scope, fees, or schedule of an existing SOW.
3. Order of Precedence
Where documents conflict, the following order controls, from highest to lowest:
- An executed Change Order, for the scope it addresses.
- The executed statement of work or order form.
- The executed master services agreement, if any.
- Any Data Processing Addendum or Business Associate Agreement, which controls on the handling of personal or protected data regardless of position in this list.
- These Terms.
- Our Privacy Policy, which controls on privacy matters.
- Proposals, estimates, and marketing materials, which are not contractual.
In plain terms: if you have a signed SOW with us, it governs your engagement. These Terms fill the gaps and govern use of our websites.
4. Eligibility & Authority
You must be at least 18 years old and able to form a binding contract. If you use our sites or services on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to both you and that organization.
You represent that you are not located in, or a national or resident of, a country or region subject to comprehensive economic sanctions, and that you are not on any restricted-party list. See Section 39.
5. Accounts & Communications
If you create an account or provide contact information, you agree to provide accurate information and keep it current. You are responsible for activity that occurs through your account and for maintaining the confidentiality of credentials. Notify us promptly at [email protected] if you suspect unauthorized access.
You consent to receive electronic communications from us in connection with your inquiries and engagements, and you agree that electronic communications, agreements, and signatures satisfy any legal requirement that such records be in writing.
6. Acceptable Use
You agree not to misuse our sites or services. Without limitation, you will not:
- Violate any law or the rights of others, including intellectual property, privacy, and publicity rights.
- Access, probe, or disrupt our systems without authorization, or attempt to bypass authentication, security controls, or rate limits.
- Introduce malware or any code intended to damage, disable, or gain unauthorized access to systems or data.
- Scrape, crawl, or harvest at a scale or frequency that imposes an unreasonable load on our infrastructure, or circumvent measures we use to limit automated access.
- Use our sites or their content to train machine-learning models without our prior written permission.
- Reverse engineer, decompile, resell, sublicense, or create derivative services from our sites, except where that restriction is prohibited by law.
- Submit false, misleading, infringing, defamatory, or unlawful content, or impersonate any person or entity.
- Use our contact forms or communications channels to send unsolicited commercial messages.
- Request Services for any unlawful purpose, or for the development of weapons, unlawful surveillance, or systems designed to unlawfully discriminate.
We may investigate suspected violations and may suspend or terminate access for conduct that violates these Terms or that we reasonably believe is harmful to us, our clients, our users, or third parties.
7. Security Research & Vulnerability Disclosure
We welcome good-faith security research. If you believe you have found a vulnerability in one of our sites, report it to [email protected] with enough detail to reproduce it.
We will not pursue legal action under these Terms or applicable computer-misuse law against research that: respects the privacy of others and avoids accessing, modifying, or destroying data beyond what is needed to demonstrate the issue; avoids degrading or disrupting our services; does not use social engineering, physical attacks, or denial of service; and gives us a reasonable opportunity to remediate before public disclosure. Testing beyond those limits is not authorized.
8. Feedback
If you send us suggestions, ideas, or feedback about our sites, services, or methods, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it without restriction or compensation. This does not apply to your confidential information or to Client Content, and it does not give us rights in your products or business plans.
9. Services
We provide custom software development, AI engineering, design, and related professional services. The specific scope, deliverables, timeline, acceptance criteria, and fees for an engagement are defined in the applicable Services Agreement.
We perform Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.
10. Proposals, Estimates & Calculator Output
Estimates, proposals, budgetary ranges, and the output of any cost calculator or configurator on our sites are non-binding approximations provided for planning purposes only. They are not offers, quotes, or guarantees of price, scope, or timeline, and they do not create a contract.
Pricing becomes binding only in an executed Services Agreement. Unless stated otherwise, a written proposal is open for acceptance for 30 days from its date, after which it may be revised.
11. Your Responsibilities
Software projects depend on both parties. You agree to:
- Provide timely access to systems, environments, credentials, data, and third-party accounts required to perform the Services.
- Designate a decision-maker with authority to approve scope, review deliverables, and resolve questions.
- Provide Client Content in a usable form and respond to requests for information, feedback, and approvals within the agreed review periods.
- Obtain and maintain any third-party licenses, subscriptions, and consents required for the Services or for the operation of the Deliverables.
- Maintain your own backups of data and systems we are given access to.
- Comply with laws applicable to your business, your data, and your use of the Deliverables.
Delays or added effort attributable to your dependencies may extend timelines and increase fees. Where an engagement is materially blocked on your dependencies for more than 30 days, we may place it on hold and reschedule remaining work subject to team availability.
12. Scope, Change Control & Timelines
We perform Services according to the scope defined in the applicable Services Agreement. Work requested outside that scope requires a written Change Order with its own fees and schedule impact. We are not obligated to perform out-of-scope work before a Change Order is executed.
Timelines are estimates based on the assumptions stated in the Services Agreement and on your timely cooperation. Where an engagement is structured in phases or sprints, each phase’s schedule is set at the start of that phase.
13. Delivery, Acceptance & Testing
We deliver Deliverables to the environment or repository identified in the Services Agreement. Unless it states otherwise:
- You have 10 business days from delivery to test a Deliverable against the acceptance criteria and to accept it or reject it in writing with specific, reproducible reasons.
- Deliverables not rejected in writing within that period are deemed accepted.
- Use of a Deliverable in production constitutes acceptance.
- On a valid rejection, we will correct the identified non-conformity at no additional charge and redeliver, restarting the acceptance period for the corrected items only.
- Repeated rejection for reasons outside the agreed acceptance criteria is a scope change and is handled under Section 12.
14. Warranty Period & Defect Correction
For 30 days after acceptance of a Deliverable, we will correct, at no additional charge, any reproducible defect that causes it to fail to conform materially to the specifications in the Services Agreement.
This warranty does not cover: changes made by you or a third party; use outside the documented purpose or environment; defects in Client Content or Third-Party Materials; failures caused by third-party services, APIs, or model providers changing their behavior; or requests for new or modified functionality, which are scope changes.
Correction of non-conforming Deliverables during the warranty period is your exclusive remedy for breach of this warranty.
15. Support, Maintenance & Retainers
Ongoing support and maintenance are not included in a fixed-scope build unless the Services Agreement says so. Where you engage us on a retainer or support plan, the response targets, hours of coverage, and included scope are defined in that agreement.
Retainer hours are allocated capacity, not a guarantee that a specific individual will be available. Unless stated otherwise, unused retainer hours do not roll over, and retainers are billed in advance.
16. Hosting & Infrastructure
Unless the Services Agreement provides otherwise, Deliverables are deployed to infrastructure accounts that you own and control, and you are responsible for the underlying hosting, third-party service fees, and usage-based costs.
Where we host on your behalf, availability commitments, if any, are stated in the Services Agreement. We do not provide an uptime guarantee absent an express written service-level agreement, and we are not responsible for outages, deprecations, rate limits, or pricing changes imposed by third-party providers.
17. Personnel & Subcontractors
We determine which personnel perform the Services and may engage qualified subcontractors and contractors. We remain responsible for their performance and for binding them to confidentiality and intellectual-property obligations consistent with these Terms.
Named individuals in a proposal indicate intended staffing, not a guarantee. Where a named individual becomes unavailable, we will provide a replacement of comparable seniority.
18. Non-Solicitation
During an engagement and for 12 months afterward, neither party will knowingly solicit for employment or engagement any individual of the other party who was directly involved in the Services, without the other party’s written consent.
This does not restrict general job postings or recruiting not targeted at those individuals, and it does not apply where the individual approaches the hiring party on their own initiative. Where enforcement of this section would be prohibited by applicable law, it does not apply.
19. AI-Assisted Development
We use AI-assisted development and productivity tooling as part of how we work. We disclose this because it affects your code and your data:
- We configure these tools, and contract with their providers, so that submitted code and content are not retained for training third-party models.
- All AI-assisted output is reviewed by a qualified engineer before it reaches a Deliverable. We are responsible for the Deliverables regardless of the tools used to produce them.
- We do not submit your credentials, secrets, or regulated data to third-party AI tooling.
- If your policies restrict the use of AI-assisted tooling on your engagement, tell us before work begins and we will document the restriction in the Services Agreement.
20. AI Systems as Deliverables
Where the Deliverables include AI or machine-learning functionality, you acknowledge the following characteristics, which are inherent to the technology and are not defects:
- AI systems are probabilistic. They can produce output that is inaccurate, incomplete, biased, or unsuitable for a given purpose, and identical inputs may produce different outputs.
- We do not warrant the accuracy, completeness, or fitness of AI-generated output, and we do not warrant that an AI system will meet any particular accuracy threshold unless expressly stated in the Services Agreement.
- Third-party models, APIs, and services may change, degrade, be deprecated, or change pricing without notice, which can affect behavior and cost.
- You are responsible for human review, testing, and appropriate safeguards before relying on AI output in any consequential decision, and for compliance with laws applicable to your use of AI, including disclosure and anti-discrimination requirements.
Ownership of training data, fine-tuned model weights, prompts, and evaluation sets is allocated in the Services Agreement. Absent an express provision, model weights derived from your data are treated as Deliverables and our underlying methods remain DEV.co Materials.
21. Third-Party Materials & Open Source
Our sites and the Deliverables may incorporate or depend on Third-Party Materials, including open-source software, which are governed by their own licenses and terms rather than these Terms. We will use commercially reasonable efforts to select open-source components under permissive licenses and to identify materially relevant licenses on request.
You are responsible for accepting and complying with the terms of any third-party services you use with the Deliverables, and for the fees those services charge. We are not responsible for third-party services, and your use of them is at your own risk.
Where a third party changes, restricts, or discontinues its service in a way that affects the Deliverables, remediation is a scope change under Section 12.
22. Our Intellectual Property
Our sites — including their design, text, graphics, logos, trademarks, and underlying software, but excluding Client Content and Deliverables assigned to you — are owned by DEV.co or our licensors and protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our sites for their intended purpose. All rights not expressly granted are reserved.
We retain all right, title, and interest in DEV.co Materials, including improvements made during your engagement. Where DEV.co Materials are embedded in a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use, modify, and distribute them as part of that Deliverable — but not to extract and commercialize them on a standalone basis.
Nothing restricts our right to use the general knowledge, skills, techniques, and experience our personnel acquire in the course of performing Services.
23. Client Content
You retain all ownership of Client Content. You grant us a limited, non-exclusive license to use, copy, modify, and display Client Content solely to perform the Services and to the extent necessary for the Deliverables to function.
You represent and warrant that you own or have the rights necessary to provide Client Content, that our use of it as contemplated will not infringe or misappropriate any third party’s rights or violate any law, and that you have obtained any consents required for us to process personal information contained in it.
24. Ownership of Deliverables
Unless a Services Agreement states otherwise, upon our receipt of full payment for the applicable engagement we assign to you all right, title, and interest in the Deliverables created specifically for you, including copyright.
Until full payment is received, all Deliverables and related rights remain our property, and any license to use them is conditional and revocable. DEV.co Materials and Third-Party Materials are licensed, not assigned, as described in Sections 21 and 22.
On request after full payment, we will execute documents reasonably necessary to perfect the assignment, at your expense for filing costs.
25. Publicity & Portfolio Rights
Unless you tell us otherwise in writing, we may identify you as a client and describe the general nature of the work — including your name and logo, screenshots of publicly visible interfaces, and a non-confidential summary of results — in our portfolio, proposals, and marketing.
We will not disclose confidential information, non-public metrics, or source code in doing so. You may withdraw this permission at any time by emailing [email protected], and we will remove the material from our controlled channels within a reasonable period.
26. Confidentiality
Each party may receive confidential information of the other, meaning non-public information disclosed in connection with these Terms or an engagement that is identified as confidential or that a reasonable person would understand to be confidential given its nature.
The receiving party will: use confidential information only to perform under these Terms or an engagement; protect it with at least the degree of care it uses for its own confidential information and no less than reasonable care; and not disclose it except to personnel, affiliates, subcontractors, and professional advisers with a need to know who are bound by materially similar obligations.
These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without a duty of confidence before disclosure, is independently developed without use of the disclosing party’s confidential information, or is rightfully obtained from a third party without restriction.
If compelled by law to disclose confidential information, the receiving party will, where legally permitted, give prompt notice and reasonable cooperation so the disclosing party can seek protective treatment, and will disclose only the portion legally required.
Confidentiality obligations survive for five years after the end of the engagement, and indefinitely for trade secrets and personal information. Where a separate non-disclosure agreement exists between the parties, it controls to the extent of any conflict.
27. Data Protection
Our handling of personal information collected through our sites is described in our Privacy Policy.
Where we process personal information on your behalf in performing the Services, we act as a processor or service provider and you act as the controller or business. On request we will execute a Data Processing Addendum incorporating the required terms, including the European Commission’s Standard Contractual Clauses where applicable. Where an engagement involves protected health information, we will execute a Business Associate Agreement before that data is made available to us.
You are responsible for the lawfulness of the data you provide, for providing required notices and obtaining required consents, and for determining that our Services are appropriate for the data involved. We will process personal information only on your documented instructions, and we do not use it for our own purposes or to train AI models.
28. Security
We maintain administrative, technical, and physical safeguards appropriate to the Services, as described in our Privacy Policy, including encryption in transit and at rest, least-privilege access controls, multi-factor authentication on administrative accounts, secrets management, and logging.
Credentials you provide are used only for the Services and are revoked or rotated at your direction on completion. You agree to provide the least-privileged access sufficient for the work and to revoke our access promptly when an engagement ends.
We will notify you without undue delay after becoming aware of a security incident affecting your data, and will cooperate in your investigation and notification obligations.
29. Fees & Payment
Fees, payment schedules, and milestones are set out in the applicable Services Agreement. Unless stated otherwise:
- Invoices are due within 15 days of the invoice date.
- Fees are non-refundable once the corresponding work has been performed.
- Fixed-fee engagements are billed against milestones; time-and-materials engagements are billed monthly in arrears.
- A deposit or first milestone payment is required before work begins, and is credited against the total.
- Late amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid.
- You are responsible for reasonable costs of collection, including attorneys’ fees, on undisputed past-due amounts.
You must notify us in writing of a good-faith dispute over an invoice within 15 days of the invoice date, with specific detail. Undisputed portions remain payable on the original schedule.
30. Expenses & Taxes
Pre-approved out-of-pocket expenses incurred for your engagement — third-party licenses, cloud and infrastructure costs, paid APIs and model usage, stock assets, travel — are billed at cost. We will obtain written approval before incurring any expense above the threshold stated in the Services Agreement, or above $500 where none is stated.
All fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, and similar taxes and duties, excluding taxes on our net income. If you are required to withhold tax, the amount payable will be increased so that we receive the amount we would have received absent the withholding, unless an applicable treaty provides otherwise and you supply the necessary documentation.
31. Suspension for Non-Payment
If an undisputed invoice is more than 15 days past due, we may suspend Services and access to work-in-progress after giving you written notice and a further 10 days to cure. Suspension does not relieve you of the obligation to pay amounts due, and we are not liable for consequences of a suspension made under this section.
On resumption, remaining work is rescheduled subject to team availability, and we may require payment of outstanding amounts and an adjusted schedule before restarting.
32. Warranties & Disclaimers
We warrant that we will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards, and that the Deliverables will conform materially to the specifications in the Services Agreement during the warranty period in Section 14.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SERVICES AGREEMENT, OUR SITES, SERVICES, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
We do not warrant that our sites, the Services, or the Deliverables will be uninterrupted, timely, error-free, or secure, that all defects will be corrected, or that any particular business result, performance level, ranking, revenue, or other outcome will be achieved. You are responsible for backing up your data and for testing Deliverables in your environment before relying on them in production.
33. Regulatory & Compliance Disclaimer
We can build to a compliance standard you specify — for example HIPAA-aligned architecture, SOC 2 supporting controls, PCI scope reduction, WCAG 2.1 AA accessibility, or GDPR data-handling requirements — and we will document what we implemented.
We do not provide legal, tax, accounting, or regulatory advice, and building to a standard is not a certification, attestation, audit opinion, or guarantee of compliance. Compliance depends on your policies, operations, personnel, and use of the system, and on assessment by qualified auditors or counsel that you engage. You remain responsible for determining which requirements apply to you and for obtaining any certification or audit.
34. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATED TO THESE TERMS, OUR SITES, THE SERVICES, OR THE DELIVERABLES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, OUR SITES, OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
These limitations do not apply to: your obligation to pay fees due; either party’s breach of confidentiality obligations; your indemnification obligations under Section 35; or liability that cannot be limited or excluded under applicable law, including liability for fraud, willful misconduct, gross negligence, or death or personal injury caused by negligence. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
The parties agree that these limitations are an essential basis of the bargain and reflect an allocation of risk consistent with the fees charged, and that they apply even if a limited remedy fails of its essential purpose.
35. Indemnification
By you
You agree to defend, indemnify, and hold harmless DEV.co and its affiliates, officers, employees, contractors, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of our sites, the Services, or the Deliverables; (b) Client Content, including any claim that it infringes or misappropriates a third party’s rights; (c) your violation of these Terms or applicable law; (d) your operation of the Deliverables after delivery, including any modification made by you or a third party; or (e) data you provided or instructed us to process.
By us
We will defend you against a third-party claim alleging that a Deliverable, as delivered by us and used as contemplated, infringes that third party’s United States copyright, trademark, or trade secret rights, and will pay damages finally awarded or amounts we agree in settlement.
This obligation does not apply to claims arising from Client Content, Third-Party Materials or open-source components, modifications not made by us, combination with products or data not supplied by us, use after we notify you to stop, or use not in accordance with the Services Agreement. If a Deliverable becomes subject to such a claim, we may at our option procure the right to continue using it, modify or replace it to make it non-infringing, or terminate the affected portion and refund the fees paid for it. This section states our entire liability for infringement claims.
Process
The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (provided no settlement imposing liability or admission on the indemnified party is made without consent), and provide reasonable cooperation at the indemnifying party’s expense.
36. Insurance
We maintain commercially reasonable insurance for a business of our size and type, which may include commercial general liability, professional liability (errors and omissions), and cyber liability coverage. Certificates of insurance are available to clients on request. Where an engagement requires specific coverage types or limits, those are addressed in the Services Agreement.
37. Term, Termination & Effect
These Terms apply while you use our sites or services. An engagement’s term and termination rights are set out in its Services Agreement. Absent a contrary provision:
- Either party may terminate an engagement for convenience on 30 days’ written notice.
- Either party may terminate immediately for material breach that remains uncured 15 days after written notice.
- Either party may terminate immediately on the other’s insolvency, assignment for the benefit of creditors, or bankruptcy filing.
- We may suspend or terminate your access to our sites at any time for violation of these Terms.
On termination for any reason: you must pay for all Services performed and non-cancellable expenses incurred through the termination date; we will deliver work-in-progress for which you have paid; each party will return or destroy the other’s confidential information on request, except for archival copies retained under routine backup or as required by law; and access credentials will be revoked.
Provisions that by their nature should survive — including definitions, ownership and IP, confidentiality, data protection, payment obligations accrued, disclaimers, limitation of liability, indemnification, and dispute resolution — survive termination.
38. Governing Law & Dispute Resolution
These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Informal resolution first
Before filing a claim, you agree to contact us at [email protected] with a written description of the dispute and the relief sought, and to attempt to resolve it informally for at least 30 days. This is a condition precedent to commencing arbitration, and the limitations period is tolled during it.
Binding arbitration
Except for claims that qualify for small-claims court and claims for injunctive or equitable relief relating to intellectual property or confidentiality, any dispute arising out of or relating to these Terms or our Services will be resolved by binding arbitration before a single arbitrator, administered by a recognized arbitration body under its commercial rules, seated in Delaware or conducted remotely. The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this agreement to arbitrate. Judgment on the award may be entered in any court of competent jurisdiction.
Class-action waiver
Disputes will be resolved on an individual basis. You and DEV.co each waive any right to participate in a class, collective, consolidated, or representative action. If this waiver is held unenforceable as to a particular claim, that claim — and only that claim — will be severed and heard in court.
Opt out of arbitration
You may opt out of this arbitration agreement by emailing [email protected] with the subject line “Arbitration Opt-Out,” including your name and organization, within 30 days of first accepting these Terms. Opting out does not affect any other provision.
Time limit
Any claim arising out of or related to these Terms must be brought within one year after it accrues, or it is permanently barred, except where a longer period is required by law.
Courts
Where a dispute is not subject to arbitration, the state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.
39. Export Control & Sanctions
The Services and Deliverables may be subject to United States export control and economic sanctions laws. You will not export, re-export, or provide access to the Deliverables in violation of those laws, and you represent that you are not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction, and are not a person on any restricted-party list maintained by the U.S. government.
You will not use the Services or Deliverables for any purpose prohibited by those laws, including nuclear, chemical, or biological weapons development or missile technology.
40. Anti-Corruption & Ethical Conduct
Each party will comply with applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, and will not offer or accept any bribe, kickback, or improper payment in connection with these Terms. Each party will also comply with applicable anti-money-laundering and modern-slavery laws. Notify us at [email protected] if you become aware of any violation involving our engagement.
41. Force Majeure
Neither party is liable for any delay or failure to perform (other than an obligation to pay amounts due) resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, internet or utility failures, third-party service or model-provider outages, cyberattacks, or governmental action.
The affected party will give prompt notice and use reasonable efforts to resume performance. If a force majeure event continues for more than 60 days, either party may terminate the affected engagement on written notice, and you will pay for Services performed through that date.
42. Notices
Legal notices to us must be sent to [email protected] and, for notices of breach, termination, or a dispute, also by mail to the address on our contact page. Notices to you may be sent to the email address associated with your account or engagement, or posted on our sites.
Notice is deemed given on the business day after sending by email, or three business days after mailing. Each party is responsible for keeping its notice contact current.
43. Changes to These Terms
We may modify these Terms from time to time. When we do, we will update the “Last updated” date above and, for material changes, provide additional notice — by email or a prominent site notice — at least 30 days before the change takes effect where practicable.
Your continued use of our sites or services after changes take effect constitutes acceptance of the revised Terms. Changes do not apply retroactively to a dispute of which we had notice before the change, and they do not modify an executed Services Agreement, which can be amended only as that agreement provides. Prior versions are available at [email protected].
44. General
- Entire agreement — these Terms, together with any applicable Services Agreement and our Privacy Policy, are the entire agreement between the parties regarding their subject matter and supersede all prior discussions and proposals.
- Severability — if any provision is held invalid or unenforceable, it will be limited to the minimum extent necessary and the remaining provisions remain in full force.
- No waiver — failure to enforce a provision is not a waiver of the right to enforce it later; waivers must be in writing.
- Assignment — you may not assign these Terms or an engagement without our prior written consent, which will not be unreasonably withheld; either party may assign in connection with a merger, acquisition, or sale of substantially all assets on notice to the other.
- No third-party beneficiaries — these Terms create no rights in any person other than the parties.
- Independent contractors — the parties are independent contractors; neither may bind the other.
- Headings and summaries — section headings and the plain-language summary are for convenience only and do not affect interpretation.
- Counterparts and electronic signature — agreements may be executed in counterparts and by electronic signature, each of which is an original.
- Interpretation — “including” means “including without limitation,” and these Terms will not be construed against the drafting party.
45. Contact Us
Questions about these Terms, or notices under them:
- Legal and contractual matters: [email protected]
- Privacy matters: [email protected]
- Security reports: [email protected]
- General inquiries and postal address: our contact page
These Terms are provided for general informational purposes and do not constitute legal advice.