Terms of Service

Last updated: February 23, 2026

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legal agreement between you (“Client,” “you,” or “your”) and Oriented Software LLC (“Oriented,” “we,” “our,” or “us”). By accessing our website at orientedsoftware.com (the “Site”), requesting or engaging our services, or using any platform, tools, or deliverables we provide, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference.

If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization. If you do not agree to these Terms, you must not use our Site or services.

2. Services

Oriented provides operational AI governance services and infrastructure, including but not limited to:

  • Governance Sprints: Structured assessments to design AI governance operating models, including AI usage inventory, risk classification, and Governance Infrastructure Roadmaps.
  • Implementation: System-level controls, SDLC integration, AI review gates, documentation pipelines, and audit trails.
  • Governance Infrastructure Diagnostic: A fixed-scope assessment evaluating AI usage, SDLC integration gaps, regulatory exposure, and engineering workflow maturity, delivering a Governance Infrastructure Roadmap.
  • Platform Services: When available, subscription-based governance infrastructure tools including registry, documentation, validation workflows, and monitoring.

Specific scope, deliverables, timelines, fees, and acceptance criteria will be set forth in a separate written agreement, statement of work (“SOW”), or order form (“Order”) (each, an “Engagement Agreement”). In the event of a conflict between these Terms and an Engagement Agreement, the Engagement Agreement will control with respect to the specific engagement.

Professional Services Disclaimer. Our services constitute professional consulting and advisory services. We provide recommendations, frameworks, and implementation support. We do not provide legal, regulatory, or compliance advice. Client remains solely responsible for its compliance with applicable laws and regulations. We recommend that Client obtain independent legal counsel regarding regulatory obligations.

3. Client Responsibilities

To enable us to perform our services, Client agrees to:

  • Provide accurate, complete, and timely information, access, and materials reasonably required for the engagement
  • Designate authorized representatives with decision-making authority and ensure they respond to requests for feedback and approvals within agreed timeframes
  • Ensure Client has the right to disclose any data, content, or materials provided to Oriented and that such disclosure does not violate any third-party rights or applicable law
  • Implement recommendations and controls in accordance with agreed timelines where Client has committed to do so
  • Make payments in accordance with the Engagement Agreement

4. Fees and Payment

Fees will be specified in the applicable Engagement Agreement. Unless otherwise agreed:

  • Invoices are due within thirty (30) days of the invoice date.
  • Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.
  • We may suspend services for non-payment after written notice and a cure period of at least ten (10) days.
  • All fees are non-refundable except as expressly provided in the Engagement Agreement or required by law.
  • Client is responsible for all taxes (other than our income taxes) associated with the services.

5. Intellectual Property

Deliverables. Subject to full payment of fees, we will assign to Client ownership of any custom work product specifically created for Client under an Engagement Agreement and identified as a deliverable therein (“Deliverables”), excluding Pre-Existing Materials and Generic Outputs.

Pre-Existing Materials and Generic Outputs. We retain all rights in (a) our pre-existing materials, methodologies, frameworks, tools, templates, and know-how (“Pre-Existing Materials”) and (b) generic outputs such as recommendations, best practices, and generic documentation that are not Client-specific (“Generic Outputs”). Client receives a non-exclusive, perpetual license to use Pre-Existing Materials and Generic Outputs embedded in or provided with Deliverables, solely as part of those Deliverables for Client’s internal business use.

Platform and Tools. If we provide access to a platform, software, or tools, we grant Client a limited, non-exclusive, non-transferable license to use them during the applicable term, subject to the terms of this agreement and any applicable license or subscription terms.

Feedback. Client may provide feedback on our services. We may use feedback to improve our offerings and retain rights to any improvements, without obligation to Client.

6. Confidentiality

Each party will: (a) hold the other’s Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information only for the purpose of performing under these Terms or the Engagement Agreement.

“Confidential Information” means non-public information disclosed by either party, including business strategies, technical specifications, customer data, pricing, roadmaps, and any information marked or reasonably understood as confidential. Confidential Information does not include information that: (i) is publicly available through no fault of the recipient; (ii) was rightfully known to the recipient before disclosure; (iii) is independently developed without use of the discloser’s Confidential Information; or (iv) is rightfully received from a third party without restriction.

This obligation survives termination of these Terms and any Engagement Agreement. Disclosure may be made to the extent required by law, provided the disclosing party gives reasonable advance notice and cooperates in any protective order or similar relief.

7. Data and Security

We will process Client data in accordance with our Privacy Policy and, where applicable, a separate Data Processing Agreement (“DPA”). Client represents that it has the right to provide us with any data it shares and has obtained necessary consents.

We implement commercially reasonable administrative, physical, and technical safeguards to protect data. We will notify Client without undue delay of any confirmed breach affecting Client’s data, to the extent required by applicable law.

8. Warranties

Each party warrants that it has the right to enter into these Terms and perform its obligations. We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED ABOVE, OUR SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET CLIENT’S SPECIFIC REQUIREMENTS BEYOND THOSE DOCUMENTED IN THE ENGAGEMENT AGREEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, REVENUE, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CLIENT TO ORIENTED UNDER THE APPLICABLE ENGAGEMENT AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR CLAIMS ARISING FROM PLATFORM OR SUBSCRIPTION SERVICES, LIABILITY SHALL NOT EXCEED THE FEES PAID IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

These limitations apply regardless of the theory of liability. Some jurisdictions do not allow limitations on implied warranties or consequential damages; in such jurisdictions, our liability is limited to the maximum extent permitted by law.

10. Indemnification

By Client. Client will indemnify, defend, and hold harmless Oriented and its officers, directors, employees, and agents from any third-party claims arising from: (a) Client’s use of our services in violation of these Terms or applicable law; (b) Client data or materials provided to us; or (c) Client’s breach of these Terms.

By Oriented. We will indemnify, defend, and hold harmless Client from any third-party claims that our services or Deliverables infringe a third party’s valid U.S. copyright, patent, or trademark, provided Client gives us prompt notice, control of the defense, and reasonable cooperation.

The indemnified party may participate at its own expense. The indemnifying party will not settle any claim in a manner that materially adversely affects the indemnified party without prior consent.

11. Term and Termination

These Terms remain in effect until terminated. Either party may terminate for material breach that remains uncured for thirty (30) days after written notice. We may suspend or terminate immediately for non-payment as set forth in Section 4.

Upon termination: (a) Client will pay for all work performed through the termination date; (b) we will deliver completed Deliverables and return or destroy Client data as requested, subject to our standard retention practices; and (c) provisions that by their nature survive (including Confidentiality, Limitation of Liability, Indemnification, and Governing Law) will survive.

12. Subcontractors and Assignment

We may use subcontractors to perform services, provided we remain responsible for their performance and compliance with these Terms.

Neither party may assign these Terms without the other’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Any assignment in violation of this section is void.

13. General

  • Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute, except that either party may seek injunctive relief in any forum.
  • Force Majeure. Neither party is liable for failure or delay due to causes beyond its reasonable control (including acts of God, war, pandemic, or government action).
  • Severability. If any provision is held invalid, the remaining provisions remain in effect.
  • Entire Agreement. These Terms, the Privacy Policy, and any Engagement Agreement constitute the entire agreement between the parties.
  • Modifications. We may modify these Terms by posting updates on the Site. For material changes, we will provide notice. Continued use after the effective date constitutes acceptance. For active engagements, the Terms in effect at the time of the Engagement Agreement apply unless we and Client agree otherwise in writing.
  • Export. Client agrees to comply with U.S. export control and sanctions laws. Client will not provide us with data subject to export restrictions or from sanctioned jurisdictions without prior disclosure.

14. Contact

For questions about these Terms of Service, contact us at info@orientedsoftware.com.