Terms of Service

1. About Precipitechnology

Precipitechnology LLC ("Precipitechnology," "we," "us," or "our") is a boutique technology consulting firm specializing in executive advisory, cloud architecture, DevOps transformation, and AI/ML professional services. Our principal place of business is in the United States.

2. Scope of Services

These Terms govern both your use of our public website (the "Site") and any professional services engagements we enter into with you or your organization (the "Services"). Specific terms governing individual engagements — including scope, deliverables, timelines, and fees — are set out in separate Statements of Work (SOWs) or Master Services Agreements (MSAs) executed between the parties.

In the event of any conflict between these Terms and a signed SOW or MSA, the terms of the SOW or MSA shall prevail with respect to that engagement.

3. Use of the Website

3.1 Permitted Use

You may access and use the Site for lawful purposes related to evaluating or engaging our services. You agree not to:

• Reproduce, distribute, or create derivative works from our Site content without written permission
• Attempt to probe, scan, or test the vulnerability of our systems
• Transmit any unsolicited commercial communications via the Site
• Use automated tools to scrape, crawl, or harvest data from the Site
• Engage in any activity that interferes with or disrupts the Site or its servers

3.2 Accuracy of Information

We make reasonable efforts to keep the information on our Site accurate and current, but we make no warranties as to its completeness or accuracy. Content on the Site is for general informational purposes and does not constitute professional advice specific to your circumstances.

4. Consulting Engagements

4.1 Independent Contractor Relationship

Precipitechnology performs Services as an independent contractor. Nothing in these Terms or any SOW creates an employment, partnership, joint venture, or agency relationship between the parties.

4.2 Client Responsibilities

Successful engagements depend on active collaboration. You agree to provide timely access to relevant personnel, systems, data, and documentation reasonably necessary for us to perform the Services, and to designate a qualified point of contact with authority to make decisions on your behalf.

4.3 Subcontractors

We may engage qualified subcontractors to assist in the delivery of Services. We remain responsible for the work of any subcontractors we engage and ensure they are bound by confidentiality obligations consistent with these Terms.

5. Fees and Payment

Fees for Services are set out in the applicable SOW. Unless otherwise agreed:

• Invoices are due within thirty (30) days of the invoice date
• Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower
• We reserve the right to suspend Services if invoices remain unpaid beyond forty-five (45) days
• All fees are exclusive of applicable taxes, which are your responsibility

6. Intellectual Property

6.1 Client Materials

You retain all ownership rights in materials, data, and proprietary information you provide to us in connection with an engagement ("Client Materials"). You grant us a limited license to use Client Materials solely to perform the Services.

6.2 Work Product

Upon full payment of fees, we assign to you all right, title, and interest in custom deliverables created specifically for your engagement, as identified in the applicable SOW ("Work Product").

6.3 Pre-Existing IP and General Knowledge

We retain all rights in our pre-existing methodologies, frameworks, tools, templates, and general know-how ("Background IP"). To the extent any Background IP is incorporated into Work Product, we grant you a non-exclusive, royalty-free license to use it as part of the Work Product for your internal business purposes.

6.4 Site Content

All content on this Site, including text, graphics, logos, and design, is the property of Precipitechnology and is protected by applicable intellectual property laws. You may not use our name, logo, or trademarks without prior written consent.

7. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to third parties or use it for any purpose other than performing or receiving the Services. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

These obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party; (c) is independently developed by the receiving party without reference to Confidential Information; or (d) is required to be disclosed by law or court order, provided prompt written notice is given to allow the disclosing party to seek a protective order.

8. Representations and Warranties

Each party represents and warrants that: (a) it has full authority to enter into and perform these Terms; (b) its performance will not violate any applicable law or third-party rights; and (c) it will comply with all applicable laws and regulations in connection with these Terms.

We additionally warrant that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

9. Disclaimer of Warranties

Except as expressly set forth herein, the Site and any information provided through it are offered "as is" and "as available" without warranty of any kind. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.

10. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or related to these Terms or the Services, even if advised of the possibility of such damages.

Our total cumulative liability to you arising out of or related to any engagement shall not exceed the total fees paid by you to us under the applicable SOW during the twelve (12) months preceding the claim. This limitation does not apply to liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations.

11. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other and its officers, directors, employees, and agents from and against any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising from: (a) that party's breach of these Terms; or (b) that party's gross negligence or willful misconduct. You additionally agree to indemnify us for claims arising from your use of the Site in violation of these Terms.

12. Term and Termination

These Terms remain in effect for as long as you use the Site or we have an active Services relationship. Either party may terminate a Services engagement for convenience upon thirty (30) days' written notice, or immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice.

Upon termination, you will pay all fees for Services rendered through the termination date. Sections covering intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles. The parties will attempt to resolve any dispute through good-faith negotiation for at least thirty (30) days before initiating formal proceedings. Any disputes not resolved by negotiation shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

14. General Provisions

Entire Agreement. These Terms, together with any executed SOWs or MSAs, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior negotiations, representations, and understandings.

Amendments. We may update these Terms from time to time. We will post the revised Terms on our Site with an updated effective date. Your continued use of the Site or Services after such changes constitutes acceptance of the updated Terms.

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

Waiver. Failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

15. Contact Us

If you have questions about these Terms, please contact us at:

Precipitechnology LLC
Email: legal@precipitechnology.com