Terms of Service

Acceptance of these terms

By using this website or by engaging Linkly LLC to provide services, you agree to these Terms of Service. If you do not agree, do not use the site. If you are accepting on behalf of a company, you represent that you have authority to bind that company, and "you" and "your" refer to it.

Eligibility

You must be at least 18 years old and legally able to enter into a binding contract to engage our services. Our services are not directed at children. We do not provide services to anyone seeking to use them in violation of law.

Our services and project agreements

Linkly LLC provides custom web development, AI automation and mobile application engineering. We also publish general information on this site. Website content is provided for general information only. It is not legal, financial, tax or professional advice, and you should not rely on it as a substitute for advice from a qualified professional who knows your circumstances.

Project work is governed by a separate written agreement. Before any paid work begins, we will provide you with a written agreement or statement of work ("SOW") setting out the deliverables, milestones, fees, payment schedule, timeline and any assumptions. That document, not this page, is what governs the work itself.

Where this document and an SOW conflict, the SOW controls for that project. This page continues to apply to anything the SOW does not expressly override, including our general conduct, confidentiality and liability framework. One common example: if an SOW sets its own refund terms, those replace the general refund terms on our Refund Policy for that project.

Payments, invoices and deposits

• Currency and method. All fees are in US dollars and are payable by the method stated on your invoice. [PLACEHOLDER: accepted payment methods, e.g. "ACH transfer, card, or invoice through a third-party processor"]
• Due dates. Invoices state a due date. Payment is due within [PLACEHOLDER: e.g. "15 days"] of the invoice date.
• Deposits. Most projects begin with a deposit to reserve scheduling capacity and to cover discovery work. The amount is set out in the SOW. [PLACEHOLDER: standard deposit percentage, e.g. "30-50%"]
• Milestone billing. Where a project is broken into milestones, each milestone is invoiced on delivery or on the schedule in the SOW.
• Work in progress. You may request progress against a fixed-scope project at any time, less any unearned amount agreed in the SOW. [PLACEHOLDER: confirm the pro-rata basis, e.g. "pro rata by milestone completion"]
• Estimates. Estimates are estimates, not quotes, until issued in an SOW. If we discover work outside the agreed scope, we will stop and ask before continuing.
• Late payment. Invoices unpaid after the due date accrue interest at [PLACEHOLDER: e.g. "1.5% per month or the maximum rate permitted by law, whichever is lower"]. We may pause work on unpaid invoices after written notice, and may terminate the engagement in accordance with the termination section.
• Taxes. Fees are exclusive of any sales, use, VAT or similar taxes. Where we must collect such a tax, we add it to the invoice. [PLACEHOLDER: confirm the entity's tax treatment and nexus]
• Third-party costs. Pass-through costs such as domain registrations, licences, hosting, app store fees and third-party API usage are billed at cost and are non-refundable once incurred. See the Refund Policy.
• No obligation to pay bad debt. We are not obliged to continue work on an account whose invoices are more than [PLACEHOLDER: e.g. "30 days"] overdue after written notice.

Client responsibilities and content

You agree to:

• provide the materials, access, approvals and decisions we reasonably need, on the schedule in the SOW;
• designate one person authorised to give final approvals, so we are not blocked waiting for competing feedback;
• provide accurate information, including any third-party licences, brand guidelines, copy and legal requirements that apply to your content; and
• obtain any rights or permissions required for the material you supply or ask us to publish.

You warrant that you have the right to supply all material you send us, and that supplying it does not infringe anyone else's rights. You keep all rights in your content. We may use your content to do the work, and we may show it publicly as part of our portfolio only with your written permission.

We are not responsible for the accuracy of content you supply, or for legal, regulatory or tax compliance of your business. We do not provide legal review of your copy, privacy notices or claims. Those need your own counsel.

Intellectual property

What you own, and when it transfers

As between us, you own your pre-existing materials and content. We own the deliverables we create for you as works made for hire where that applies, and otherwise we assign to you all right, title and interest in the deliverables upon receipt of payment in full for the work that produced them. Before full payment you have the right to use deliverables in a limited, non-production environment to evaluate the work.

Each party keeps ownership of its own pre-existing tools, libraries, templates, boilerplate, frameworks and know-how ("Background Materials"). We do not transfer our Background Materials, but you receive a perpetual, worldwide, non-exclusive, royalty-free licence to use the parts of our Background Materials that are incorporated into the deliverables, for any lawful purpose. This lets you maintain and modify the project without our involvement.

Third-party and open-source components

Deliverables may include third-party libraries and open-source software under its own licence. Those licences continue to apply and are unaffected by this section. Where a component carries a copyleft or source-available licence that would impose conditions on your use, we will identify it before you accept the deliverable rather than after. Nothing in these terms grants you any licence to our own proprietary code beyond the licence above.

Confidentiality

Each of us may receive non-public information from the other in the course of the engagement ("Confidential Information"). The receiving party will use it only for the engagement, will protect it with at least the care it applies to its own confidential information, and will not disclose it to third parties without written consent. These obligations survive termination by three years.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known without restriction, is independently developed without reference to the disclosed information, or is rightfully received from a third party without a duty of confidentiality.

If you ask us to sign a mutual non-disclosure agreement, that agreement governs where it conflicts with this section. We may disclose information where required by law, and will give you notice where the law allows.

Acceptable use

You agree not to:

• use the site or our services in violation of any law, regulation or third-party right;
• submit material that is unlawful, infringing, defamatory, or that you do not have the right to use;
• attempt to gain unauthorised access to the site, our systems, or any third-party system connected to the work;
• interfere with the site's operation, including through denial-of-service, scraping at a rate that degrades service, or bypassing rate limits;
• probe, scan or test the vulnerability of any system without our written authorisation, except where a separate, signed penetration test engagement says otherwise;
• use automated means to extract content from the site at scale; or
• resell, relicense or republish our deliverables to a third party as a standalone product.

Where a project involves building a system for you, you agree to apply equivalent restrictions to your own end users, in a separate written agreement. We may suspend use of the site or the engagement immediately where necessary to prevent ongoing harm, and will tell you why as soon as practical.

Third-party services and open-source licences

Our deliverables and this site rely on third-party services and open-source software, including hosting and CDN infrastructure, managed databases, font and icon assets, and the language models and SDKs used in AI work. Those providers operate under their own terms and availability, which we do not control.

We are not responsible for a third-party service's availability, changes to its pricing, or its performance. Where a dependency becomes materially unsuitable — a framework that is abandoned, a provider that changes its data terms, a model that is withdrawn — we will tell you and propose a migration. Migration work is scoped separately unless it arises from our own error, which we will fix at our cost.

Disclaimer of warranties

Except as expressly stated in an SOW, and to the maximum extent permitted by law, the site and our services are provided "as is" and "as available", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted availability.

Nothing in these terms excludes a warranty that cannot lawfully be excluded, including any implied warranty under a consumer protection statute. [PLACEHOLDER: attorney to confirm whether the B2B warranty disclaimer above is enforceable against a client in a consumer transaction]

Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, however caused and regardless of the theory of liability. Where those damages arise from your content, from a third-party service, or from your own systems, the exclusion applies even if we were warned of the possibility.

Each party's total aggregate liability arising out of or relating to the engagement is limited to [PLACEHOLDER: e.g. "the total fees you paid us under the applicable SOW in the 12 months before the event giving rise to the claim"]. This applies to liability of any kind, including breach of confidentiality, data loss, and intellectual property infringement, but not to liability that cannot lawfully be limited, such as gross negligence, wilful misconduct, or your obligation to pay fees.

Both parties agree that neither will be liable for indirect damages arising from a claim brought by either party's other clients or business partners.

Indemnification

• You indemnify us. You will defend and hold us harmless against claims, damages, losses and reasonable costs arising from: your content or instructions; your breach of these terms or of a law; your claim that your material infringes a third party's rights; or your use of the deliverables in breach of a licence or of applicable law.
• We indemnify you. We will defend and hold you harmless against a third-party claim that a deliverable, used as permitted and unmodified, infringes that party's US patent, copyright, trademark or trade secret rights.

Each indemnity is conditional on the indemnified party giving prompt written notice of the claim, giving the indemnifying party sole control of the defence and settlement, and providing reasonable cooperation. The indemnifying party may not settle in a way that admits fault or imposes a non-monetary obligation on the indemnified party without that party's consent. Our obligation to indemnify excludes claims arising from your modification of a deliverable, your combination of it with other materials, or your use after we have provided a non-infringing alternative.

Termination

By you

You may terminate an engagement for convenience by giving written notice and paying for all work completed and committed to as of the termination date. Where the SOW provides a cancellation window before work starts, that window applies. See the Refund Policy for how deposits and paid milestones are treated.

By us

We may terminate or suspend an engagement immediately, on written notice where practical, if:

• invoices remain unpaid beyond the period in the payment section after written notice;
• you breach a material obligation and do not fix it within [PLACEHOLDER: e.g. "10 business days"] of written notice;
• you ask us to do something that is unlawful or that we reasonably consider harmful to us or a third party; or
• a dependency of the project disappears and no workable alternative exists.

Effect of termination

On termination you pay for all work performed and committed to. We will hand over deliverables produced and paid for up to that point. Licence transfers under the intellectual property section apply only to paid-for work. Confidentiality survives, as does anything in these terms that by its nature should survive.

Governing law and venue

These terms, and any dispute arising out of them or out of the use of the site, are governed by the laws of the state of [PLACEHOLDER: STATE OF GOVERNING LAW], without regard to its conflict-of-laws rules. If the governing law is the state where Linkly LLC is formed, this does not limit any mandatory consumer protection law that applies to you where you live.

You and Linkly LLC consent to the exclusive jurisdiction and venue of the state and federal courts located in [PLACEHOLDER: COUNTY AND STATE OF COURTS], except where the dispute resolution section below requires arbitration or where a mandatory consumer statute gives you the right to bring proceedings where you live. [PLACEHOLDER: attorney to confirm venue is a proper forum]

Dispute resolution

We would rather fix a problem than argue about one. The process below is mandatory before either party may start formal proceedings, and it does not limit your right to raise a matter with a regulator, to file a charge, or to seek urgent injunctive relief to stop misuse of your data or intellectual property.

Step 1: Informal resolution

Before starting any formal proceeding, send a written notice describing the dispute and a person with authority to settle it. Linkly LLC will respond within 30 days. You and we will then attempt to resolve the dispute by good-faith negotiation, and for 30 days after that you and we will each attempt to resolve it by mediation through a mutually agreed mediator. The cost of the mediator is shared equally unless we agree otherwise in writing.

Step 2: Binding arbitration

If the dispute is not resolved by Step 1, the parties must arbitrate the remaining issue. The arbitral rules, the seat of arbitration, the allocation of fees, the availability of injunctive relief, and the effect of any award in court are set out in the governing SOW. Where no SOW says otherwise, the following applies: [PLACEHOLDER: attorney to decide — choose between (a) binding arbitration under the rules of the American Arbitration Association in [PLACEHOLDER: seat], with the arbitrator's award being final and enforceable in any court of competent jurisdiction; or (b) exclusive jurisdiction in [PLACEHOLDER: county and state], permitting either party to seek a jury trial.]

Class action waiver. To the maximum extent permitted by law, neither party may bring a dispute as a representative or member of a class or in a private attorney general capacity. Each party retains the right to bring a claim on their own behalf and, where the applicable law does not permit a waiver, the right to bring a claim in a court of competent jurisdiction.

Electronic communications consent

You agree that we may communicate with you electronically for any purpose relating to the engagement, including sending proposals, SOWs, invoices, project updates and notices. You agree that an electronic record and an electronic signature have the same legal effect as a paper record and a handwritten signature under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and comparable state laws. You may withdraw this consent at any time by contacting us in writing, but withdrawing it does not affect the validity of communications already provided, and we may need to use email to deliver the project deliverable itself.

Severability, entire agreement and changes

• Severability. If any provision of these terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be modified. The remaining provisions stay in full force.
• No waiver. A failure or delay in enforcing a right is not a waiver of it. A waiver applies only if given in writing.
• Entire agreement. These terms, together with the SOWs and any signed agreements, are the entire agreement between us and supersede all prior discussions, proposals and representations. [PLACEHOLDER: attorney to confirm whether to preserve representations made in a proposal]
• Assignment. Neither party may assign these terms without the other's written consent, except that we may assign them with an entity that assumes our obligations in writing, and on a merger or sale of substantially all of our assets.
• Third-party beneficiaries. No person other than the parties has any right to enforce these terms.
• Force majeure. Neither party is liable for a failure to perform caused by an event beyond its reasonable control, provided it gives notice and uses reasonable efforts to resume performance.
• Changes. We may revise these terms by posting an updated version here with a new "Last updated" date. For material changes we will provide notice as described in the Privacy Policy. Changes apply from the date posted, and to your use of the site and any engagement that begins after that date. Existing SOWs continue to be governed by the terms in force when they were signed unless we agree otherwise in writing.
• Survival. Provisions that by their nature should survive termination survive, including confidentiality, intellectual property, indemnification, liability, payment obligations accrued, and dispute resolution.

Contact details

[PLACEHOLDER: LEGAL ENTITY NAME]
[PLACEHOLDER: street address]
[PLACEHOLDER: city]
[PLACEHOLDER: state] [PLACEHOLDER: ZIP code]
United States
Email: [PLACEHOLDER: CONTACT EMAIL for privacy and legal requests]