Terms of Service

Contents

IMPORTANT LEGAL NOTICE

These Terms of Service ("Agreement") constitute a legally binding contract between you ("Client," "you," or "your") and Cichocki LLC ("Company," "we," "our," or "us"). By accessing our websites or engaging our services, you agree to be bound by this Agreement. If you do not agree, do not use our services.

THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER (Section 11).

1. Acceptance of Terms

1.1 Agreement to Terms

By accessing our websites (cichocki.com, threadsync.io), engaging our consulting or advisory services, or entering into a Statement of Work ("SOW") with us, you acknowledge that you have read, understood, and agree to be bound by this Agreement, together with our Privacy Policy (incorporated by reference).

1.2 Authority to Bind

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. If you lack such authority, you must not accept this Agreement.

1.3 Modifications

We reserve the right to modify this Agreement at any time. Material changes will be communicated via email or prominent website notice at least thirty (30) days before taking effect. Continued use of our services after modifications constitutes acceptance.

2. Services

2.1 Description of Services

Cichocki LLC provides professional consulting and advisory services, including but not limited to:

• Strategic technology advisory and AI transformation consulting
• Enterprise integration and systems architecture
• Digital transformation strategy and implementation oversight
• Financial technology advisory (ThreadSync platform)
• Executive coaching and board advisory services
• Custom software development and technical assessments

2.2 Scope of Engagement

Specific services, deliverables, timelines, and fees shall be set forth in a separate Statement of Work ("SOW") or engagement letter executed by both parties. In the event of a conflict between this Agreement and a SOW, the SOW shall control with respect to that engagement.

2.3 Professional Standards

We will perform all services in a professional manner consistent with industry standards. Our services are advisory in nature; implementation decisions and ultimate business outcomes remain the Client's responsibility.

3. Client Obligations

You agree to:

• Provide Accurate Information: Supply complete and accurate information necessary for us to perform our services
• Timely Cooperation: Respond to requests and provide access to resources in a timely manner
• Designated Contact: Appoint a primary contact with authority to make decisions on your behalf
• Legal Compliance: Ensure your use of our services and deliverables complies with all applicable laws
• No Interference: Not interfere with or disrupt our systems, networks, or services
• Confidentiality: Protect confidential information we provide (see Section 5)
• Payment: Pay all fees when due (see Section 6)

Failure to meet these obligations may result in delays, additional fees, or termination of services.

4. Intellectual Property

4.1 Company IP

All intellectual property rights in our methodologies, frameworks, tools, templates, software, and pre-existing materials ("Company IP") remain our exclusive property. Nothing in this Agreement transfers ownership of Company IP to you.

4.2 Deliverables

Subject to full payment of all fees, we grant you a non-exclusive, non-transferable license to use deliverables created specifically for your engagement for your internal business purposes. We retain ownership of all underlying methodologies and general know-how.

4.3 Client Materials

You retain ownership of all materials, data, and information you provide to us ("Client Materials"). You grant us a limited license to use Client Materials solely to perform our services during the engagement.

4.4 Feedback

Any feedback, suggestions, or ideas you provide regarding our services may be used by us without restriction or compensation to you.

5. Confidentiality

5.1 Definition

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

5.2 Obligations

Each party agrees to:

• Protect Confidential Information with at least the same care as its own confidential information
• Use Confidential Information only for purposes of this Agreement
• Limit disclosure to employees and contractors with a need to know
• Not disclose Confidential Information to third parties without prior written consent

5.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes public through no fault of the receiving party; (b) was known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law (with prompt notice to the disclosing party).

5.4 Duration

Confidentiality obligations survive termination of this Agreement for a period of five (5) years, or indefinitely for trade secrets.

6. Fees & Payment

6.1 Fees

Fees for services shall be as specified in the applicable SOW or engagement letter. Unless otherwise stated, fees are quoted in U.S. Dollars and exclude applicable taxes.

6.2 Payment Terms

• Invoices are due within thirty (30) days of the invoice date
• Retainer fees are due in advance of services
• Project fees may require deposits as specified in the SOW
• Expenses are billed at cost plus 10% administrative fee

6.3 Late Payment

Overdue amounts accrue interest at the rate of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less. We may suspend services upon fifteen (15) days' written notice of non-payment.

6.4 Taxes

You are responsible for all applicable sales, use, VAT, or similar taxes, excluding taxes based on our net income.

7. Warranties & Disclaimers

7.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the right to enter into this Agreement and perform our obligations
• Deliverables will not infringe any third-party intellectual property rights

7.2 Disclaimer

7.3 No Guarantee of Results

We do not guarantee any specific business outcomes, financial results, or return on investment. Our services are advisory in nature, and results depend on many factors outside our control.

8. Limitation of Liability

8.3 Exceptions

The limitations in this Section 8 do not apply to: (a) breaches of confidentiality obligations; (b) infringement of intellectual property rights; (c) indemnification obligations; or (d) gross negligence or willful misconduct.

9. Indemnification

9.1 By Client

You agree to indemnify, defend, and hold harmless Cichocki LLC and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of this Agreement; (b) your use of our deliverables; (c) your Client Materials; or (d) your violation of applicable laws.

9.2 By Company

We agree to indemnify, defend, and hold harmless you from claims that our deliverables infringe any third-party intellectual property rights, provided you promptly notify us and allow us to control the defense.

10. Term & Termination

10.1 Term

This Agreement is effective upon your acceptance and continues until terminated. Individual engagements are governed by their respective SOWs.

10.2 Termination for Convenience

Either party may terminate an engagement upon thirty (30) days' written notice. Client shall pay for all services rendered through the effective date of termination.

10.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within fifteen (15) days of notice; (b) becomes insolvent or files for bankruptcy; or (c) ceases business operations.

10.4 Effect of Termination

Upon termination: (a) all outstanding fees become immediately due; (b) each party shall return or destroy the other's Confidential Information; (c) licenses to deliverables survive if fully paid; (d) Sections 4-9, 11-14 survive termination.

11. Dispute Resolution

11.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt good-faith negotiation for at least thirty (30) days.

11.2 Binding Arbitration

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules. The arbitration shall be conducted in Delaware by a single arbitrator mutually selected by the parties. The arbitrator's decision shall be final and binding.

11.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

11.4 Exceptions

Notwithstanding the above, either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, epidemics, government actions, power failures, or internet outages. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.

14. General Provisions

14.1 Entire Agreement

This Agreement, together with any SOWs and our Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications.

14.2 Severability

If any provision of this Agreement is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

14.3 Waiver

Failure to enforce any right or provision shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

14.4 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of assets. This Agreement binds and inures to the benefit of the parties and their permitted successors and assigns.

14.5 Independent Contractors

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

14.6 Notices

Notices shall be in writing and sent to the addresses specified in the applicable SOW or to such other address as a party may designate. Notices are effective upon receipt.

14.7 Headings

Section headings are for convenience only and do not affect interpretation of this Agreement.

15. Contact Information

For questions about these Terms of Service:

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.