Terms & Conditions

1. Introduction

These Terms and Conditions ("Terms") govern your access to and use of services provided by Ouro Intelligence ("Company," "we," "us," or "our"), including AI audits & assessments, workflow automation, AI agent building, implementation, and ongoing support & optimization services (collectively, the "Services").

By engaging our Services, you agree to be bound by these Terms. Please read them carefully before proceeding.

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2. Services

2.1 Service Description

We provide professional AI automation services including:

• AI audits and assessments

• Workflow automation solutions

• AI agent development and implementation

• Ongoing support and optimization

2.2 Service Delivery

We will provide the Services with reasonable skill and care in accordance with industry standards. The specific scope, deliverables, timeline, and fees will be detailed in a separate Statement of Work ("SOW") or service agreement.

2.3 Changes to Services

We reserve the right to modify, suspend, or discontinue any part of our Services with reasonable notice. For ongoing service relationships, we will provide at least 30 days' notice of any material changes.

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3. Client Responsibilities

3.1 Cooperation

You agree to:

• Provide accurate and complete information necessary for service delivery

• Designate qualified personnel to collaborate with our team

• Review and provide timely feedback on deliverables

• Grant appropriate access to systems and resources required for service delivery

• Comply with reasonable requests to facilitate service provision

3.2 System Requirements

You are responsible for ensuring your systems meet the minimum technical requirements for our Services, as communicated during the engagement process.

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4. Intellectual Property

4.1 Pre-existing IP

Each party retains all rights to its pre-existing intellectual property. Nothing in these Terms transfers ownership of pre-existing intellectual property.

4.2 Service Deliverables

Unless explicitly stated otherwise in the SOW:

• We grant you a non-exclusive, perpetual license to use deliverables created specifically for you

• We retain ownership of all proprietary methods, frameworks, tools, and technologies used to provide the Services

• You retain ownership of your data and content provided to us

4.3 Feedback

If you provide suggestions or feedback regarding our Services, we may use this feedback without restriction or compensation.

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5. Confidentiality

5.1 Definition

"Confidential Information" means non-public information disclosed by either party, including business plans, technical data, financial information, and proprietary processes.

5.2 Obligations

Both parties agree to:

• Maintain the confidentiality of the other party's Confidential Information

• Use Confidential Information solely for purposes of fulfilling obligations under these Terms

• Protect Confidential Information using the same degree of care used for own confidential information, but no less than reasonable care

• Limit access to Confidential Information to personnel with a need to know

5.3 Exclusions

Confidentiality obligations do not apply to information that:

• Was already known prior to disclosure

• Is or becomes publicly available through no fault of the receiving party

• Is independently developed without use of Confidential Information

• Is rightfully obtained from third parties without confidentiality obligations

• Is required to be disclosed by law (with reasonable notice to the disclosing party)

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6. Payment Terms

6.1 Fees and Expenses

You agree to pay all fees specified in the SOW. Unless otherwise stated:

• Fees do not include applicable taxes

• Reasonable expenses incurred in service delivery will be billed separately

• Payment terms are net 30 days from invoice date

6.2 Late Payments

Overdue payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend Services until overdue payments are settled.

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7. Term and Termination

7.1 Term

These Terms commence on the date you engage our Services and continue until all Services are completed or terminated as provided herein.

7.2 Termination for Convenience

Either party may terminate with 30 days' written notice, subject to payment for Services rendered up to the termination date and any applicable early termination fees specified in the SOW.

7.3 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 15 days of written notice

• Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors

7.4 Effect of Termination

Upon termination:

• All payments due will become immediately payable

• Each party will return or destroy all Confidential Information of the other party

• Sections relating to payment, intellectual property, confidentiality, limitation of liability, and dispute resolution survive termination

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8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that the Services will be performed in a professional manner consistent with industry standards. Our sole obligation for breach of this warranty is to re-perform the deficient Services.

8.2 Mutual Warranties

Each party warrants that:

• It has the legal power to enter into and perform under these Terms

• It will comply with all applicable laws in performing its obligations

8.3 Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

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9. Limitation of Liability

9.1 Exclusion of Damages

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THESE TERMS.

9.2 Liability Cap

EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER UNDER THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.3 Exceptions

The limitations in Sections 9.1 and 9.2 do not apply to:

• Breach of confidentiality obligations

• Intellectual property infringement

• Payment obligations

• Indemnification obligations

• Liabilities that cannot be limited by law

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10. Indemnification

10.1 Company Indemnification

We will defend, indemnify, and hold you harmless from third-party claims alleging that our Services infringe intellectual property rights, subject to the limitations in Section 9.

10.2 Client Indemnification

You will defend, indemnify, and hold us harmless from third-party claims arising from:

• Your breach of these Terms

• Your data or content

• Your use of the Services in violation of law or third-party rights

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11. AI-Specific Terms

11.1 No Guarantees

While we strive to deliver high-quality AI solutions, we cannot guarantee specific business outcomes or performance levels beyond those explicitly stated in the SOW.

11.2 Data Processing

You represent that you have all necessary rights to provide us with any data for processing. You retain responsibility for the accuracy and legality of all data provided.

11.3 AI Ethics

We are committed to ethical AI practices. You agree not to use our Services or deliverables for purposes that are illegal, harmful, discriminatory, or deceptive.

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12. General Provisions

12.1 Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

12.2 Force Majeure

Neither party will be liable for failure or delay due to circumstances beyond reasonable control, including acts of God, natural disasters, terrorism, riots, or government actions.

12.3 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or successor in interest.

12.4 Notices

Notices must be in writing and sent to the addresses specified in the SOW by courier, certified mail, or email (with confirmation of receipt).

12.5 Governing Law

These Terms will be governed by the laws of [Jurisdiction] without regard to its conflict of laws principles.

12.6 Dispute Resolution

Any disputes will be resolved by binding arbitration in [Location] under the rules of [Arbitration Association]. The prevailing party will be entitled to reasonable attorney's fees.

12.7 Entire Agreement

These Terms, together with the applicable SOW, constitute the entire agreement between the parties regarding the Services and supersede all prior communications.

12.8 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

12.9 Waiver

Failure to enforce any provision of these Terms will not constitute a waiver.

12.10 Amendments

Any amendments to these Terms must be in writing and signed by both parties.

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13. Contact Information

For questions about these Terms, please contact us at:

Ouro Intelligence / sales@ourointelligence.com / 613-858-8393

Effective Date: March 31st , 2025