Important Notice
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS, WHICH MEANS THAT CLIENT AND PROVIDER EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLIENT MAY OPT OUT OF ARBITRATION BY FOLLOWING THE OPT-OUT SECTION IN THE APPLICABLE TERMS.
THESE TERMS ALSO INCLUDE IMPORTANT DISCLAIMERS, PROVIDE THE APPLICABLE SERVICE AND DELIVERABLES "AS IS" EXCEPT WHERE EXPRESSLY STATED, AND LIMIT PROVIDER'S LIABILITY AS DESCRIBED IN THE APPLICABLE TERMS.
These Terms of Consultation (the "Terms") govern the initial free consultation call provided by Neriva LLC, d/b/a Omicron AI Software (orionsoftware.ai) with its registered address at 7901 4th St. N., Ste. 300, St. Petersburg, FL 33702 ("Provider"), to the individual or entity booking or attending that call ("Client").
By checking the box stating "I have read and agree to the Terms of Service," booking a consultation through orionsoftware.ai/book-a-call, or attending a Consultation (defined below), Client agrees to be bound by these Terms. Provider and Client may each be referred to as a "Party" and together as the "Parties."
1. Services
1.1 Consultation. Provider shall make available one initial consultation call (the "Consultation") to discuss Client's business goals, possible software needs, project fit, and potential next steps.
1.2 No Deliverable. The Consultation is an exploratory discussion only. Provider is not required to deliver a written assessment, implementation plan, proposal, quote, source code, design, documentation, or other deliverable as part of the Consultation.
1.3 No Professional Advice. The Consultation is not legal, financial, accounting, tax, compliance, security, or other regulated professional advice. Client is responsible for obtaining advice from its own qualified advisors when needed.
1.4 Recording. With Client's consent, Provider may record the Consultation for internal note-taking purposes only. Recordings shall not be shared with third parties.
2. Scheduling, Rescheduling, and No-Shows
2.1 Booking. Client may book the Consultation through the scheduling page provided by Provider. The Consultation is not confirmed until the scheduling platform confirms the booking.
2.2 Client Rescheduling. Client may reschedule the Consultation once, at no charge, with at least twenty-four (24) hours' written notice.
2.3 No-Shows And Late Rescheduling. If Client fails to join within fifteen (15) minutes of the scheduled start time, or requests rescheduling with less than the required notice, Provider may cancel the Consultation and may decline to offer another free Consultation.
2.4 Provider Rescheduling. Provider may reschedule or cancel a Consultation when necessary. Provider will make reasonable efforts to offer an alternative time when appropriate.
3. Fees and Payment
3.1 No Consultation Fee. The Consultation is provided at no charge unless Provider and Client separately agree in writing to a paid service.
3.2 Third-Party Costs. Client is responsible for its own costs of attending the Consultation, including internet access, phone charges, and any internal personnel costs.
3.3 No Credit Or Compensation. Because the Consultation is free, it does not create any credit toward future services, refund right, or compensation owed to Client.
4. No Further Obligation
4.1 No Further Obligation. These Terms cover only the Consultation. Neither Party is obligated to enter into a discovery session, development engagement, or any other paid service.
4.2 Provider Discretion. Provider may decline to provide further services for any reason, including lack of fit, capacity, project risk, budget mismatch, or conflicts.
4.3 Future Services. Any paid discovery, development, or other services shall be governed by separate written terms or agreements.
5. Client Responsibilities
5.1 Client Responsibilities. Client shall provide accurate and reasonably complete information, attend the Consultation prepared, and ensure that attendees have appropriate authority and knowledge to discuss the potential project.
5.2 Sensitive Information. Client should not share sensitive personal information, regulated data, trade secrets, credentials, production access, or confidential third-party information unless the Parties have agreed in writing that such information is necessary for the Consultation.
6. Confidentiality
6.1 Confidential Information. Each Party may receive non-public information of the other Party in connection with these Terms ("Confidential Information"). Each Party shall use the other's Confidential Information solely for the purposes of the Consultation, protect it with at least reasonable care, and not disclose it to third parties except to professional advisors bound by confidentiality obligations.
6.2 Excluded Information. Confidential Information does not include information that is or becomes publicly available without breach, was already known to the receiving Party, is independently developed, or is required to be disclosed by law.
6.3 Survival Period. This Section survives for one (1) year after the Consultation.
7. Intellectual Property
7.1 Provider Materials. Provider retains all rights in its pre-existing methodologies, templates, tools, ideas, know-how, notes, and materials discussed or used during the Consultation ("Provider Materials").
7.2 Client Materials. Client retains all rights in its own pre-existing materials and information shared during the Consultation.
7.3 Ideas And Recommendations. The Consultation may include general ideas, observations, or recommendations. Unless the Parties enter into a separate written agreement, no intellectual property rights are transferred to Client by virtue of the Consultation.
8. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY
8.1 Limited Warranty. Provider warrants that it will provide the Consultation in a professional and workmanlike manner. Client's sole and exclusive remedy, and Provider's entire liability, for any breach of this warranty is, at Provider's option, re-performance of the deficient Consultation.
8.2 DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CONSULTATION AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR QUIET ENJOYMENT.
8.3 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO ONE HUNDRED DOLLARS ($100), AND NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
8.4 Essential Basis. The Parties acknowledge that the disclaimers and limitations in clauses 8.2 and 8.3 form an essential basis of the bargain between them, that the pricing of the Consultation reflects the allocation of risk set forth in those clauses, and that those clauses will apply notwithstanding the failure of any limited remedy of its essential purpose.
9. Independent Contractor
9.1 Independent Contractor. The Provider is an independent contractor of the Client. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
10. DISPUTE RESOLUTION; BINDING ARBITRATION
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES THE PARTIES TO RESOLVE MOST DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, NOT IN COURT, AND LIMITS THE REMEDIES AVAILABLE TO THE PARTIES. EITHER PARTY MAY OPT OUT OF ARBITRATION UNDER SECTION 10.4.
10.1 Informal Resolution. Before initiating arbitration, the Parties shall attempt in good faith to resolve any dispute through direct negotiation for ten (10) business days following written notice of the dispute.
10.2 ARBITRATION. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS CONTRACT, INCLUDING THE BREACH, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, AND THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS ARBITRATION PROVISION, THAT IS NOT RESOLVED INFORMALLY SHALL BE FINALLY RESOLVED EXCLUSIVELY BY BINDING ARBITRATION THROUGH THE PLATFORM PROVIDED BY NEW ERA ADR, INC. ("NEW ERA"), IN ACCORDANCE WITH ITS RULES AND PROCEDURES FOR VIRTUAL EXPEDITED ARBITRATIONS. THE ARBITRATION SHALL BE CONDUCTED VIRTUALLY IN ENGLISH BEFORE A SINGLE ARBITRATOR. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.
10.3 INDIVIDUAL BASIS. DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY MAY PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION AGAINST THE OTHER.
10.4 RIGHT TO OPT OUT. EITHER PARTY MAY OPT OUT OF THE AGREEMENT TO ARBITRATE BY PROVIDING WRITTEN NOTICE TO THE OTHER PARTY WITHIN 15 BUSINESS DAYS OF THE DATE CLIENT ACCEPTS THESE TERMS FOR THE FIRST TIME.
10.5 Small Claims. Either Party retains its right to bring an individual claim to a small claims court of competent jurisdiction as an alternative to arbitration.
10.6 Fallback. If New Era is unavailable or unwilling to administer the arbitration, the Parties shall agree in good faith on an alternative arbitration provider, and the remainder of this Section shall apply with the substitute provider's rules.
11. General
11.1 Governing Law. These Terms are governed by the laws of the state of Florida, as well as the applicable federal laws of the United States, without regard to their conflict of laws principles.
11.2 Venue. If for any reason a dispute between the Parties proceeds in court rather than in arbitration (including because the Parties mutually agree in writing to litigate, a Party validly opts out under Section 10.4, or the agreement to arbitrate is finally determined to be wholly unenforceable) each Party irrevocably submits to the exclusive jurisdiction and venue of the state courts located in Pinellas County, Florida, or the United States District Court for the Middle District of Florida, and waives any objection to personal jurisdiction, venue, or inconvenient forum in those courts. This Section 11.2 does not apply to small claims actions under Section 10.5 and does not limit entry of judgment on an arbitration award under Section 10.2.
11.3 Entire Agreement. These Terms, together with the booking details and confirmation, constitute the entire agreement between the Parties regarding their subject matter and supersede all prior discussions. Provider may update these Terms from time to time; the version in effect on the date of Client's booking governs that Consultation.
11.4 Severability. If any provision is held unenforceable, the remainder of these Terms remains in effect.
11.5 Assignment. Neither Party may assign these Terms without the other Party's written consent.
11.6 Notices. Notices must be in writing and sent by email, to Provider at komninos@orionsoftware.ai, and to Client at the email address used for booking, effective upon confirmation of delivery. Each Party shall maintain a functioning email address for the duration of this contract, and for one hundred twenty (120) calendar days after the Consultation. Each Party shall inform the other Party in case of a change in their email address.
11.7 Electronic Proof Of Service. Parties waive their rights to personal service or service through the Hague Convention of any summons, complaint, notice of arbitration, or other process, and agree that such service may be effected via email as a Notice according to section 11.6 and deemed valid service upon confirmation of delivery.
11.8 Business Day. Business day means any day other than a Saturday, Sunday, or a federal holiday in the United States.