Terms of Service

ScaledByDesign provides fractional CTO services, technical consulting, AI implementation, and related professional services ("Services"). The specific scope, deliverables, timeline, and fees for each engagement will be defined in a separate Statement of Work ("SOW") or service agreement. We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time. For active engagements, we will provide reasonable notice of any material changes.

By engaging our Services, accessing our website, or signing a Statement of Work, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, you may not access or use our Services.

**Proposals and Agreements**: All engagements begin with a written proposal or SOW. Work will not commence until both parties have agreed to terms in writing. Verbal agreements or informal communications do not constitute binding commitments. **Fees and Payment**: Fees are as specified in your SOW. Unless otherwise stated: • Monthly retainers are billed in advance on the 1st of each month • Project-based work is billed according to the milestones in your SOW • Payment is due within 15 days of invoice date • Late payments may incur interest at 1.5% per month (18% annually) • We accept payment via ACH, wire transfer, or credit card **Expenses**: Pre-approved expenses (travel, software licenses, third-party services, subcontractors) are billed at cost with no markup. Expenses over $500 require written pre-approval. **Rate Changes**: We reserve the right to adjust rates with 60 days written notice. Rate changes do not apply to signed SOWs for their duration.

To ensure successful delivery, you agree to: • Provide timely access to necessary systems, data, credentials, and personnel • Designate a primary point of contact with decision-making authority • Review and provide feedback on deliverables within agreed timeframes (typically 5 business days unless otherwise specified) • Ensure all information provided is accurate, complete, and not misleading • Obtain necessary internal approvals before project milestones • Maintain appropriate backups of your systems and data • Notify us promptly of any changes that may affect project scope or timeline • Comply with all applicable laws and regulations related to your business Delays caused by failure to meet these responsibilities may affect timelines and may result in additional fees. We will document and communicate any such delays.

**Client Materials**: You retain ownership of all materials, data, content, and intellectual property you provide to us ("Client Materials"). You grant us a limited license to use Client Materials solely to perform the Services. **Deliverables**: Upon full payment, you own all custom work product created specifically for your engagement, including custom code, documentation, designs, and configurations ("Deliverables"). Ownership transfers upon receipt of final payment. **Our Tools and Methods**: We retain ownership of our pre-existing tools, methodologies, frameworks, templates, and general knowledge ("Our IP"). We grant you a non-exclusive, perpetual, royalty-free license to use any of Our IP incorporated into your Deliverables, but only as part of those Deliverables. **Third-Party Components**: Deliverables may include open-source software or third-party components. Such components remain subject to their respective licenses. We will disclose significant third-party dependencies. **Portfolio Rights**: Unless otherwise agreed in writing, we may reference our work with you (without disclosing confidential information or proprietary details) in our portfolio, case studies, and marketing materials.

**Our Obligations**: We will treat all non-public information you share with us as confidential ("Confidential Information") and will: • Use Confidential Information only to perform the Services • Not disclose Confidential Information to third parties except as permitted below • Take reasonable measures to protect Confidential Information **Permitted Disclosures**: We may disclose Confidential Information: • To our employees, contractors, or service providers who need access to perform our Services (and who are bound by confidentiality obligations) • As required by law, regulation, or legal process (with advance notice to you where permitted) • With your prior written consent **Your Obligations**: You agree to keep our proposals, pricing, methodologies, and any proprietary information we share confidential. **Duration**: Confidentiality obligations survive termination of our engagement for a period of three (3) years, except for trade secrets which remain protected indefinitely. **Exclusions**: Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession before disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

**Data Handling**: We will handle any personal data we process on your behalf in accordance with applicable data protection laws and our Privacy Policy. **Security Measures**: We implement appropriate technical and organizational measures to protect data against unauthorized access, alteration, disclosure, or destruction. **Data Breach**: In the event of a data breach affecting your data, we will notify you within 72 hours of discovery and cooperate in any required notifications or remediation. **Your Compliance**: You are responsible for ensuring that your collection and sharing of data with us complies with applicable laws and that you have obtained any necessary consents.

**Our Warranty**: We warrant that: • Our Services will be performed in a professional manner consistent with industry standards • Personnel performing Services will have appropriate skills and qualifications • We will comply with applicable laws in performing the Services **Your Warranty**: You warrant that: • You have the authority to enter into these Terms • Client Materials do not infringe any third-party rights • Your use of our Services will comply with applicable laws **Disclaimer**: EXCEPT AS EXPRESSLY SET FORTH ABOVE, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. **No Guarantee of Results**: While we strive for excellent outcomes, we cannot guarantee specific business results, revenue increases, cost savings, or other outcomes, as many factors outside our control affect results.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: **Cap on Liability**: Our total aggregate liability for any and all claims arising from an engagement shall not exceed the fees actually paid by you for that engagement in the six (6) months immediately preceding the claim. **Exclusion of Damages**: We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to: • Lost profits or revenue • Lost data or data restoration costs • Business interruption • Loss of goodwill • Cost of substitute services **Exceptions**: These limitations do not apply to: (a) breaches of confidentiality obligations; (b) intellectual property infringement; (c) gross negligence or willful misconduct; or (d) liabilities that cannot be limited by law. **Basis of Bargain**: You acknowledge that these limitations reflect the allocation of risk between the parties and are essential to our ability to offer Services at the stated prices.

**Your Indemnification**: You agree to indemnify, defend, and hold harmless ScaledByDesign, its officers, directors, employees, and contractors from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: • Your breach of these Terms • Your violation of any applicable law • Your negligence or willful misconduct • Any claim that Client Materials infringe third-party rights **Our Indemnification**: We agree to indemnify, defend, and hold harmless you from any claims, damages, losses, and expenses arising from our gross negligence or willful misconduct in performing the Services. **Procedure**: The indemnified party must: (a) promptly notify the indemnifying party of any claim; (b) allow the indemnifying party to control the defense; and (c) cooperate in the defense. The indemnified party may participate in the defense at its own expense.

**By Either Party**: Either party may terminate a monthly engagement with 30 days written notice. Notice should be sent via email to the designated contact. **For Cause**: Either party may terminate immediately upon written notice if the other party: • Materially breaches these Terms and fails to cure the breach within 15 days of written notice • Becomes insolvent, files for bankruptcy, or ceases operations • Engages in illegal activity related to the engagement **Effect of Termination**: Upon termination: • You will pay for all Services performed through the termination date, plus any approved expenses • We will deliver all completed and in-progress work product • Each party will return or destroy the other's Confidential Information upon request • Any prepaid fees for unperformed Services will be refunded on a pro-rata basis **Survival**: Sections regarding intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination.

We are an independent contractor, not your employee, partner, agent, or joint venturer. We control the manner, method, and means of performing our Services, including work hours, location, and tools used. Nothing in these Terms creates an employment relationship. We are responsible for our own taxes, insurance, and benefits. Neither party has authority to bind the other to any agreement or obligation. We may engage subcontractors to perform portions of the Services, provided they are bound by confidentiality obligations at least as protective as those in these Terms.

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, strikes, or failures of third-party telecommunications or power supply. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than 30 days, either party may terminate the affected engagement without liability.

**Informal Resolution**: Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate this process by providing written notice describing the dispute. The parties will meet (in person or virtually) within 30 days to attempt resolution. **Governing Law**: These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles. **Jurisdiction**: Any disputes not resolved informally shall be resolved in the state or federal courts located in Travis County, Texas, and both parties consent to personal jurisdiction in those courts. **Attorneys' Fees**: In any legal proceeding, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

During the term of any engagement and for twelve (12) months thereafter, neither party will directly solicit for employment any employee or contractor of the other party who was involved in the engagement, without prior written consent. This provision does not restrict either party from: (a) making general public advertisements for employment; or (b) hiring individuals who respond to such advertisements without direct solicitation.

We may update these Terms from time to time. We will notify you of material changes by: • Posting the updated Terms on our website with a new "Last Updated" date • Sending notice to the email address on file for active engagements For active engagements, material changes will not apply retroactively without your written consent. Continued engagement after changes take effect constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you may terminate the engagement as provided in Section 11.

**Entire Agreement**: These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements, understandings, negotiations, and discussions, whether written or oral. **Severability**: If any provision of these Terms is held to be unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. **Waiver**: No waiver of any provision shall be effective unless in writing and signed by both parties. Failure to enforce any provision does not constitute a waiver of future enforcement. **Assignment**: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all our assets. Subject to the foregoing, these Terms bind and benefit the parties and their successors and assigns. **Notices**: All notices must be in writing and sent to the addresses specified in the SOW (or as updated in writing). Email is acceptable for routine communications; formal legal notices should be sent via certified mail or recognized overnight courier. **Headings**: Section headings are for convenience only and do not affect interpretation.

Questions about these Terms? Contact us at: ScaledByDesign 2028 E Ben White Blvd #240-3203 Austin, Texas 78741 United States Email: contact@scaledbydesign.com For legal notices, please use the address above and mark correspondence "Attention: Legal."