Please read these Terms carefully. By engaging Prime Flow Ventures LLC for services, accessing our website, or submitting an inquiry, you agree to be bound by these Terms of Service. If you are acting on behalf of a company, you represent that you have authority to bind that company.
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client" or "you") and Prime Flow Ventures LLC, a Delaware limited liability company ("Prime Flow Ventures," "we," "us," or "our"). These Terms govern your use of our website at primeflowventures.com (the "Site") and any professional services we provide to you (the "Services").
Specific project engagements are governed by a separate Statement of Work ("SOW") or Master Services Agreement ("MSA") executed between the parties. In the event of a conflict, the executed SOW or MSA takes precedence over these Terms.
Prime Flow Ventures provides enterprise AI consulting, workflow automation development, and AI infrastructure services as described on our Site and in individual Statements of Work. All Services are subject to a separate written agreement defining scope, deliverables, timelines, and fees.
We will perform Services substantially as described in the applicable SOW. Any changes to scope require a written Change Order signed by both parties.
Prime Flow Ventures may engage qualified subcontractors to assist in delivering Services. We remain responsible for the work product of any subcontractors engaged on your project and require subcontractors to maintain confidentiality obligations at least as protective as those in these Terms.
While we apply professional expertise and best practices, technology performance and business outcomes depend on numerous factors outside our control. We do not guarantee specific business results, ROI targets, or system performance benchmarks unless explicitly stated in a written SOW.
To enable effective delivery of Services, you agree to:
Delays in meeting Client obligations may result in project timeline extensions. Prime Flow Ventures is not liable for delays caused by Client's failure to fulfill these obligations.
Fees are specified in the applicable SOW. Rates may be fixed-project, hourly, or retainer-based as agreed in writing.
Unless otherwise specified in the SOW, invoices are payable within 30 days of the invoice date. Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is less).
Pre-approved, reasonable out-of-pocket expenses (e.g., travel, third-party software licenses) will be invoiced at cost with supporting documentation.
Fees are exclusive of applicable taxes. Client is responsible for all sales, use, or withholding taxes applicable to the Services, excluding taxes on Prime Flow Ventures' net income.
If you dispute an invoice in good faith, notify us in writing within 10 business days of receipt. Undisputed portions remain due on the original payment date.
Upon receipt of full payment, Prime Flow Ventures assigns to Client all right, title, and interest in custom deliverables specifically created for Client under an SOW ("Work Product"), including any copyrights therein.
Prime Flow Ventures retains all rights to pre-existing methodologies, frameworks, tools, templates, and general know-how ("Background IP"). To the extent Background IP is incorporated into Work Product, we grant Client a non-exclusive, perpetual, royalty-free license to use that Background IP solely as part of the Work Product.
Work Product may incorporate open-source or third-party licensed software. Prime Flow Ventures will identify material third-party components in the applicable SOW, and Client's use is subject to those third-party license terms.
Client retains all rights to materials, data, and systems provided to Prime Flow Ventures. Client grants us a limited license to use such materials solely to perform the Services.
Each party ("Receiving Party") agrees to hold in confidence all non-public, proprietary information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information").
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt advance notice.
These confidentiality obligations survive termination of the engagement for a period of five (5) years.
Each party represents and warrants that: (a) it has the legal authority to enter into this agreement; (b) it will comply with all applicable laws; and (c) its performance will not violate any agreement with a third party.
Prime Flow Ventures warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. If Services fail to meet this standard, we will re-perform the affected Services at no additional charge as Client's sole remedy.
DISCLAIMER: EXCEPT AS EXPRESSLY SET FORTH HEREIN, PRIME FLOW VENTURES MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) PRIME FLOW VENTURES' TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO AN SOW WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT UNDER THAT SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
These limitations apply regardless of the legal theory (contract, tort, strict liability, or otherwise) and will survive and apply even if any limited remedy fails of its essential purpose.
Each party ("Indemnifying Party") will defend, indemnify, and hold harmless the other party from claims by third parties arising from: (a) the Indemnifying Party's material breach of these Terms; (b) the Indemnifying Party's gross negligence or willful misconduct; or (c) Client's use of deliverables in violation of applicable law or third-party rights.
The indemnified party must: (a) give prompt written notice of the claim; (b) grant sole control of the defense; and (c) provide reasonable cooperation. The Indemnifying Party may not settle any claim that imposes obligations on the indemnified party without prior written consent.
These Terms remain in effect while any SOW is active and for three (3) years thereafter with respect to confidentiality and intellectual property provisions.
Either party may terminate an SOW for convenience upon 30 days' written notice. Client will pay for all Services performed and expenses incurred through the termination date.
Either party may terminate an SOW immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days of written notice.
Upon termination, each party will return or certifiably destroy the other's Confidential Information. Provisions that by their nature should survive (including payment obligations, IP ownership, confidentiality, warranties, limitation of liability, and dispute resolution) will survive termination.
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
Before initiating formal proceedings, the parties agree to attempt good-faith negotiation for at least 30 days after written notice of a dispute.
If informal resolution fails, disputes will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted in English, and the seat of arbitration will be Wilmington, Delaware. Judgment on the award may be entered in any court with jurisdiction.
Each party waives any right to bring or participate in a class action, consolidated arbitration, or representative proceeding.