Terms of Service - RALIFY SOLUTIONS INC.

1. Acceptance of Terms

These Terms of Service ("Terms") are entered into between RALIFY SOLUTIONS INC. ("Ralify," "we," "us," or "our") and the individual or entity accessing or using our website, services, or engaging with us for AI transformation consulting and related services ("you" or "Client").

By accessing our website, requesting services, or entering into an agreement with Ralify, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use our services.

2. Services

RALIFY SOLUTIONS INC. provides AI transformation consulting, strategy development, technology implementation, and related services (collectively, "Services").

Specific scope, deliverables, timelines, and fees for each engagement will be detailed in individual Statements of Work, proposals, or service agreements ("Agreements") executed between Ralify and the Client. In the event of a conflict between these Terms and an Agreement, the Agreement shall govern for the specific engagement described therein.

Ralify reserves the right to refuse or discontinue any service at any time, with or without cause, subject to applicable termination provisions in the relevant Agreement.

3. Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our Services. By using our Services, you represent and warrant that you meet this requirement.

4. Inquiries and Free Consultations

Our website offers mechanisms for contacting us to request information or consultations. Submission of an inquiry or participation in a free consultation does not create a consulting relationship, attorney-client relationship, or any obligation on either party's part, unless a formal Agreement has been executed.

Information disclosed during free consultations is provided for informational purposes only and does not constitute professional advice.

5. Client Obligations

As a condition of receiving Services, the Client agrees to:

Provide accurate, complete, and timely information and access necessary for the delivery of Services.
Designate a project contact with authority to make decisions on the Client's behalf.
Provide timely feedback on deliverables and responses to Requests for Information, in accordance with agreed timelines.
Ensure that Client data, systems, and materials provided to Ralify do not violate any law, regulation, or third-party rights.
Comply with all security protocols and access requirements established by Ralify for project work.
Pay all fees and expenses when due as specified in the applicable Agreement.

6. Intellectual Property

6.1 Ralify Materials

All pre-existing materials, methodologies, frameworks, tools, templates, reports, and deliverables created by Ralify and provided to the Client ("Ralify Materials") shall remain the exclusive property of Ralify. Ralify grants the Client a non-exclusive, non-transferable, non-sublicensable license to use Ralify Materials solely for the Client's internal business purposes in connection with the engagement, unless otherwise agreed in writing.

6.2 Client Materials

All data, content, and materials provided by the Client ("Client Materials") shall remain the exclusive property of the Client. Ralify receives no rights to Client Materials other than the limited rights necessary to perform the Services.

6.3 Work Product

Deliverables created by Ralify specifically for the Client under an Agreement, including customized reports, implementations, and configurations ("Work Product"), shall be owned as specified in the relevant Agreement. In the absence of a specific provision, Work Product shall be owned by the Client upon full payment of all applicable fees.

6.4 AI Models and Training Data

Any AI models trained using Client data on behalf of the Client shall be subject to ownership terms specified in the applicable Agreement. Ralify does not retain, use, or distribute Client data for purposes outside the scope of the engagement without the Client's prior written consent.

7. Fees and Payment

Fees for Services are as specified in the relevant Agreement. Unless otherwise stated, fees are non-refundable once the Services have commenced, except as expressly provided in the Agreement.

Invoices are due within the payment terms specified in the Agreement (typically net 15 or net 30 days). Late payments may incur interest at the rate of 1.5% per month or the maximum legal rate, whichever is lower.

Ralify may suspend or discontinue Services if any payment is more than thirty (30) days overdue.

8. Confidentiality

Both parties may have access to confidential information of the other party during the course of the engagement. Confidential Information means any non-public business, technical, financial, or operational information disclosed by one party ("Disclosing Party") to the other ("Receiving Party").

The Receiving Party agrees to:

Use Confidential Information solely for the purpose of performing Services or receiving Services;
Not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations; and
Protect Confidential Information using at least the same degree of care used to protect the Receiving Party's own confidential information.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms, (b) was rightfully known to the Receiving Party prior to disclosure, (c) is independently developed by the Receiving Party without use of the Disclosing Party's information, or (d) is rightfully obtained from a third party without restriction.

9. Warranties and Disclaimers

Ralify warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards for AI transformation consulting.

EXCEPT AS EXPRESSLY WARRANTED HEREIN, RALIFY PROVIDES ALL SERVICES AND DELIVERABLES "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. RALIFY DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET SPECIFIC BUSINESS OUTCOMES. AI SYSTEMS AND RECOMMENDATIONS ARE PROVIDED AS DECISION-SUPPORT TOOLS AND SHOULD NOT REPLACE PROFESSIONAL JUDGMENT IN CRITICAL BUSINESS DECISIONS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Ralify's total aggregate liability for all claims arising out of or related to these Terms or the Services shall not exceed the total amount paid by the Client to Ralify during the twelve (12) months preceding the claim.
Ralify shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption.
The foregoing limitations shall apply regardless of the form of action, whether in contract, tort, or otherwise.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless Ralify and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses arising out of:

The Client's breach of these Terms or the applicable Agreement.
The Client' infringement of a third party's intellectual property rights through the use of Client Materials or as a result of the Client' decisions or directions regarding the Services.
The Client' misuse of deliverables or outputs provided by Ralify.

12. Term and Termination

These Terms remain in effect until terminated. Either party may terminate these Terms and the applicable Agreement if the other party materially breaches its terms and fails to cure such breach within thirty (30) days of written notice.

Upon termination:

The Client shall pay for all Services rendered and expenses incurred up to the effective date of termination.
Ralify shall deliver completed Work Product in its possession, subject to the Client' payment obligations.
Confidentiality obligations shall survive termination for the period specified in the applicable Agreement or, in its absence, for three (3) years.

13. AI Use Disclaimer

AI tools, models, and outputs provided or developed by Ralify may produce inaccurate, incomplete, or misleading results. AI technologies are rapidly evolving, and results may vary depending on data quality, prompt formulation, system configuration, and external factors.

Clients acknowledge that:

AI outputs are not guaranteed and should be validated before use in production or critical business processes.
Ralify does not guarantee specific accuracy rates, performance metrics, or business outcomes from AI implementations.
Clients are responsible for ensuring compliance with applicable laws and regulations when deploying AI systems in their operations.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without regard to conflict of law principles.

Any disputes arising from or related to these Terms or the Services shall first be subject to good-faith negotiation between the parties. If unresolved within thirty (30) days, disputes shall be resolved exclusively through binding arbitration in [Jurisdiction], in accordance with the rules of [Arbitration Body]. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

15. Miscellaneous

Entire Agreement: These Terms and the applicable Agreement constitute the entire agreement between the parties regarding the subject matter herein.
Amendments: Ralify may update these Terms at any time. Continued use of Services after changes constitutes acceptance.
Assignment: Neither party may assign these Terms without the prior written consent of the other, except that Ralify may assign in connection with a merger, acquisition, or sale of assets.
Force Majeure: Neither party shall be liable for failure or delay due to causes beyond its reasonable control.
Severability: If any provision is held invalid, the remaining provisions shall remain in full force.
No Waiver: Failure to enforce any provision shall not constitute a waiver of that provision or the right to enforce it later.