Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of Aivara’s websites, products, and professional services (collectively, the “Services”). By accessing or using the Services, you accept and agree to be bound by these Terms and any applicable Statement of Work (“SOW”). If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization.

If you do not agree to these Terms, you may not access or use the Services. From time to time we may update the Services or these Terms to reflect changes in our offerings, in the law, or in best practices; see the “Updates to these Terms” section below for details.

Aivara delivers design, engineering, AI automation, and advisory work pursuant to written SOWs, proposals, or other ordering documents that reference these Terms. Each SOW describes the project scope, success criteria, timeline, deliverables, and commercial terms. If there is any conflict between an SOW and these Terms, the SOW will govern for that specific engagement.

We may recommend adjustments to the scope if new requirements emerge. Any material change must be mutually agreed in writing—including any impact on budget, timeline, or responsibilities.

You agree to use the Services responsibly and in compliance with applicable laws. In particular, you will not:

• Disrupt, degrade, or compromise the security or integrity of our infrastructure.
• Misuse the Services to infringe, violate, or misappropriate another party’s rights.
• Deploy malware, bots, automated scraping, or penetration testing tools without written approval.
• Use deliverables for unlawful purposes or in ways that cause reputational harm to Aivara.

Successful delivery requires active collaboration. You agree to:

• Provide timely access to stakeholders, feedback, content, credentials, and subject-matter expertise.
• Review interim deliverables promptly so that project milestones remain on schedule.
• Ensure any third-party assets or data supplied to Aivara are accurate, lawful, and properly licensed.

Project timelines may be extended, and additional costs may apply, if dependencies or decisions fall outside the agreed cadence.

Commercial terms—including fees, payment schedules, expenses, and currency—are defined in the applicable SOW. Unless otherwise stated, invoices are due within 15 days of receipt and may be issued electronically.

• Late balances may accrue the lesser of 1.5% per month or the maximum rate permitted by law.
• We may pause work or delay delivery if invoices remain unpaid beyond the due date.
• You are responsible for all taxes, duties, and government charges associated with the Services, excluding Aivara’s income taxes.

Aivara retains ownership of our pre-existing intellectual property, internal tools, methodologies, and any non-client-specific assets created independently of the Services. Upon payment in full, you receive a worldwide, non-exclusive, royalty-free license to use the deliverables produced specifically for you for your internal business purposes as described in the SOW.

Third-party or open-source components remain subject to their original licenses. We may showcase generalized learnings and reusable components that do not disclose your confidential information.

Both parties agree to protect confidential information shared during the engagement with at least the same level of care used to safeguard their own sensitive information, and to use it solely to fulfill the Services.

Confidential information does not include information that becomes public without breach, is independently developed without reference to the other party’s information, or is lawfully obtained from a third party without duty of confidentiality. Either party may disclose confidential information when required by law, provided it gives reasonable notice (when legally allowed).

We handle personal data as described in our Privacy Policy. By using the Services, you acknowledge that we may process personal data in accordance with that policy and any applicable data processing agreements.

You represent that any personal data you share with us has been collected and disclosed in compliance with applicable privacy laws, and that you have provided all necessary notices and obtained required consents.

We warrant that we will perform the Services in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in an SOW, the Services and deliverables are provided “as is” without additional warranties of any kind, whether express, implied, or statutory—including warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

We do not guarantee that any software or automation will be error-free or that third-party platforms will remain available, backward compatible, or unchanged.

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or lost profits, revenues, data, or goodwill, even if advised of the possibility of such damages.

Each party’s total liability arising out of or relating to the Services is limited to the fees actually paid or payable to Aivara for the engagement giving rise to the claim during the three (3) months immediately preceding the event.

You agree to indemnify, defend, and hold harmless Aivara, our officers, directors, employees, and contractors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from your use of the Services, your breach of these Terms, or infringement caused by materials you supply.

We will promptly notify you of any claim and cooperate in the defense, provided you reimburse reasonable out-of-pocket expenses.

Either party may terminate an SOW or these Terms if the other party materially breaches and fails to cure within fifteen (15) days of written notice. We may also suspend or terminate access to the Services immediately if you violate applicable law or jeopardize platform security.

Provisions that by their nature should survive termination will remain in effect, including payment obligations, intellectual property rights, confidentiality, disclaimers, limitations of liability, and indemnification.

Unless otherwise specified in an SOW, you grant Aivara permission to reference your name and logo in client lists, capabilities decks, or similar marketing materials, provided we do not disclose confidential information without consent.

You may revoke this permission at any time by emailing legal@aivara.io with reasonable notice.

These Terms are governed by the laws of the State of Indiana, excluding its conflict-of-law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Marion County, Indiana for any dispute arising out of or relating to the Services, provided that either party may seek injunctive relief in any competent court to protect intellectual property or confidential information.

We may revise these Terms periodically. When we make material changes, we will update the Effective Date above and post the revised Terms at this URL. Continued use of the Services after the update becomes effective constitutes acceptance of the revised Terms.

If you do not agree to the updated Terms, you must stop using the Services and, if applicable, work with us to wind down active engagements.

Questions about these Terms or requests for custom contractual language can be sent to legal@aivara.io. We respond within two business days.