Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Ingenuity Systems ("Company," "we," "us," or "our") governing your access to and use of our enterprise AI consulting, mobile development, and automation services, including our client portal and related applications (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

2. Service Description

Ingenuity Systems provides enterprise-grade services including:

• Mobile App Development: Custom iOS and Android application development with CI/CD pipelines
• AI Automation: Intelligent process automation with connector integrations and workflow orchestration
• Analytics & ROI Engine: Real-time performance tracking and deterministic ROI calculations
• Connector Integrations: OAuth-based integrations with Zapier, Make, Slack, Stripe, and other platforms
• White-Glove Support: Dedicated consulting and technical support services
• Client Portal: Secure dashboard for project management, analytics, and billing

3. Account Registration and Security

3.1 Account Creation

To access our Services, you must create an account by providing accurate, complete, and current information. You agree to update your information promptly if it changes.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use a strong, unique password
• Not share your account credentials with others
• Notify us immediately of any unauthorized access or security breach
• Log out of your account at the end of each session

3.3 Account Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts to use our Services. By creating an account, you represent and warrant that you meet these requirements.

4. Acceptable Use Policy

You agree not to use our Services to:

• Violate any applicable laws, regulations, or third-party rights
• Transmit malware, viruses, or other harmful code
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the integrity or performance of our Services
• Engage in any form of automated data collection (scraping, crawling) without permission
• Impersonate any person or entity or misrepresent your affiliation
• Use our Services for any illegal, fraudulent, or malicious purpose
• Reverse engineer, decompile, or disassemble any part of our Services
• Remove or modify any proprietary notices or labels

5. Service Plans and Billing

5.1 Service Plans

We offer various service plans (Starter, Business, Enterprise, Custom) with different features and pricing. Plan details, features, and pricing are available on our website and in your client portal.

5.2 Payment Terms

You agree to pay all fees associated with your selected plan. Payments are processed securely through Stripe. By providing payment information, you authorize us to charge your payment method for all fees incurred.

5.3 Billing Cycles

Subscription fees are billed in advance on a monthly or annual basis, depending on your selected plan. Custom project fees are billed according to the terms specified in your project proposal.

5.4 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You will be charged the then-current rate for your plan.

5.5 Refund Policy

Subscription fees are non-refundable except as required by law or as explicitly stated in your service agreement. Custom project refunds are subject to the terms in your project proposal.

5.6 Late Payments

If payment fails, we may suspend or terminate your access to the Services. You remain responsible for all outstanding fees, plus any collection costs or late fees.

6. Intellectual Property Rights

6.1 Our Intellectual Property

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, audio clips, software, and the compilation thereof (collectively, "Content"), are the exclusive property of Ingenuity Systems and are protected by copyright, trademark, and other intellectual property laws.

6.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your internal business purposes in accordance with these Terms.

6.3 Your Content

You retain all rights to the content you submit to our Services ("Your Content"). By submitting Your Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display Your Content solely to provide and improve our Services.

6.4 Deliverables

Upon full payment, you own the custom deliverables we create specifically for you (mobile apps, custom automations, etc.). We retain ownership of our proprietary tools, frameworks, and methodologies used to create those deliverables.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our relationship. This obligation survives termination of these Terms.

Confidential information does not include information that: (a) is or becomes publicly available through no breach of these Terms, (b) was rightfully known prior to disclosure, (c) is independently developed, or (d) is rightfully obtained from a third party without breach of confidentiality obligations.

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that our Services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is valid for 90 days from delivery of custom deliverables.

8.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

We do not warrant that our Services will be uninterrupted, error-free, or completely secure. We do not warrant the accuracy, completeness, or reliability of any content or information provided through our Services.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INGENUITY SYSTEMS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of (or inability to access or use) our Services
• Any conduct or content of any third party on our Services
• Any content obtained from our Services
• Unauthorized access, use, or alteration of your transmissions or content

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR $1,000, WHICHEVER IS GREATER.

10. Indemnification

You agree to indemnify, defend, and hold harmless Ingenuity Systems and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

• Your access to or use of our Services
• Your violation of these Terms
• Your violation of any third-party rights
• Your Content or any content you submit

11. Term and Termination

11.1 Term

These Terms commence when you first access our Services and continue until terminated by either party.

11.2 Termination by You

You may terminate your account at any time by contacting us or using the account closure feature in your client portal. Termination does not relieve you of any payment obligations for services already rendered.

11.3 Termination by Us

We may suspend or terminate your access to our Services immediately, without prior notice, if you breach these Terms or engage in conduct that we determine, in our sole discretion, to be inappropriate or harmful.

11.4 Effect of Termination

Upon termination, your right to access and use our Services immediately ceases. We will delete or anonymize your data within 90 days, except as required by law or as specified in our Privacy Policy. Sections of these Terms that by their nature should survive termination shall survive.

12. Dispute Resolution

12.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@ingenuitysystems.ai to attempt to resolve the dispute informally. We will attempt to resolve the dispute within 60 days.

12.2 Arbitration

If informal resolution fails, any dispute arising from or relating to these Terms or our Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in English and held in a mutually agreed location.

12.3 Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between you and us individually. You waive any right to participate in a class action lawsuit or class-wide arbitration.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Delaware.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of our Services after such changes constitutes acceptance of the updated Terms.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any project-specific agreements, constitute the entire agreement between you and Ingenuity Systems regarding our Services.

15.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

15.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

15.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

16. Contact Information

If you have questions about these Terms, please contact us: