Terms of Service

Last Updated: October 6, 2025

Welcome to CyVine Operations Consulting ("CyVine," "we," "us," or "our"). These Terms of Service ("Terms") govern your use of our website, services, and any related consulting engagements.

By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

1. Services

CyVine provides expert operations problem-solving consulting services, including but not limited to:

• Operations architecture projects
• Escalation-tier technical work
• Enterprise and government pilot projects
• System integration and data architecture consulting
• Training and knowledge transfer services

Specific services are detailed in individual Statements of Work (SOW) or project proposals.

2. Engagement Terms

All consulting engagements are governed by:

• A Master Services Agreement (MSA) or similar contract
• Project-specific Statement(s) of Work (SOW)
• These Terms of Service

In the event of conflict, the MSA and SOW take precedence over these Terms.

3. Fees and Payment

• Fixed-Price Projects: Fees are specified in the SOW and are due according to the payment schedule outlined.
• Payment Terms: Unless otherwise specified, payment is due within 15 days of invoice date.
• Late Payments: Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is less.
• Disputes: Payment disputes must be raised within 10 days of invoice date.

4. Intellectual Property

Client Ownership

Upon full payment, you own all deliverables and work product created specifically for your project, including:

• Custom code and configurations
• Documentation and training materials
• Data pipelines and integrations
• Project-specific designs and architectures

CyVine Retains

CyVine retains ownership of:

• The CyVine Operations Clarity Method™ and related methodologies
• Pre-existing intellectual property, tools, and frameworks
• General knowledge and expertise

Case Studies

CyVine may create anonymized case studies from project work for marketing purposes. Client-identifying information will be removed, and we will obtain your approval before publication.

5. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement. This obligation survives for three (3) years after termination of services.

Confidential information does not include information that:

• Is or becomes publicly available through no breach of this agreement
• Was rightfully known prior to disclosure
• Is independently developed without reference to confidential information
• Is rightfully obtained from a third party without breach

6. Client Responsibilities

Clients are responsible for:

• Providing timely access to systems, data, and personnel
• Accuracy of data and information provided
• Making key stakeholders available as needed
• Designating an internal owner for post-project support
• Reviewing deliverables within agreed timelines
• Maintaining backups of critical data

7. Warranties and Disclaimers

Our Warranties

CyVine warrants that:

• Services will be performed in a professional and workmanlike manner
• Work will substantially conform to specifications in the SOW
• We have the right to provide the services

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

CyVine does not warrant that:

• Services will be uninterrupted or error-free
• Results will meet your specific business objectives
• All issues with legacy systems can be resolved

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CYVINE'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID UNDER THE APPLICABLE SOW.

IN NO EVENT SHALL CYVINE BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnification

You agree to indemnify and hold CyVine harmless from any claims, damages, or expenses (including reasonable attorney fees) arising from:

• Your use of deliverables in violation of law or third-party rights
• Inaccurate or incomplete information you provide
• Your breach of these Terms or any agreement with CyVine

10. Term and Termination

Project Completion

Engagements conclude upon completion of deliverables as specified in the SOW.

Termination for Convenience

Either party may terminate with 30 days written notice. Upon termination:

• All unpaid fees for completed work become immediately due
• CyVine will deliver work-in-progress in its current state
• Client pays for all work performed through termination date

Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 15 days of notice
• Becomes insolvent or files for bankruptcy
• Engages in fraudulent or illegal conduct

11. Independent Contractor

CyVine is an independent contractor, not an employee, partner, or joint venture with you. CyVine maintains sole control over how services are performed.

12. No Assignment

Neither party may assign rights or obligations under these Terms without the other party's prior written consent, except that CyVine may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all assets.

13. Governing Law and Disputes

These Terms are governed by the laws of [Your State], without regard to conflict of law provisions.

Any disputes shall be resolved through:

1. Good faith negotiation for 30 days
2. Mediation if negotiation fails
3. Binding arbitration or court action in [Your County], [Your State]

14. Entire Agreement

These Terms, together with any MSA and SOW, constitute the entire agreement between you and CyVine regarding services and supersede all prior agreements and understandings.

15. Modifications

CyVine may modify these Terms at any time by posting updated Terms on our website. Continued use of services after modifications constitutes acceptance of the updated Terms.

For active engagements, material changes require written agreement from both parties via SOW amendment.

16. Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

17. Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

18. Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet/telecommunications failures.

19. Contact Information

For questions about these Terms, contact:

CyVine Operations Consulting
Email: [your email]
Website: https://cyvine.com

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Note: These Terms are provided as a general framework. For specific engagements, refer to your Master Services Agreement and Statement of Work. If you have questions about these Terms, please contact us before engaging our services.

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