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 Discovery (the "Terms") govern the discovery services 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 purchasing those services ("Client").
By submitting payment through a payment link provided by Provider, or by attending a Session (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 Discovery Session. Provider shall conduct one discovery session (the "Session"): a consultation, during which Provider shall gather Client's project requirements, business objectives, and technical constraints.
1.2 Implementation Plan. Following the Session, Provider shall prepare and deliver a written implementation plan (the "Implementation Plan"): a summary of the gathered requirements, a recommended approach, and a price quote for the proposed work. The Implementation Plan shall be delivered within five (5) business days of the Session and is the sole deliverable of the Session.
1.3 Session Recording. With Client's consent, Provider may record the Session for internal note-taking purposes only. Recordings shall not be shared with third parties.
2. Revisions
2.1 Included Revision. Client is entitled to one (1) revision of the Implementation Plan. A revision request must be submitted in writing within five (5) business days of delivery of the Implementation Plan and must consolidate all requested changes into a single submission.
2.2 Revision Scope. A revision may include adjustments to scope, assumptions, or pricing within the requirements discussed during the Session. Requirements not raised during the Session may, at Provider's discretion, require a new Session.
2.3 Additional Revisions. No further revisions are included. Additional revisions, if offered, shall be quoted separately by Provider.
3. Fees and Payment
3.1 Discovery Fee. The fee for the Session and the Implementation Plan (the "Discovery Fee") is the amount stated on the payment link or booking page provided to Client. The Session date is confirmed only upon Provider's receipt of payment in full.
3.2 Credit Toward Project Fee. If Client engages Provider for the proposed project within one hundred twenty (120) calendar days of the date Provider delivers the Implementation Plan, the Discovery Fee shall be credited toward the project fee under a separate service agreement between the Parties.
4. No Refunds
4.1 Non-Refundable Fee. The Discovery Fee is non-refundable. Without limiting the foregoing, no refund shall be issued on account of: (a) Client's dissatisfaction with the Implementation Plan or the quoted price; (b) Client's decision not to proceed with the proposed project; or (c) Client's failure to attend the Session as scheduled.
4.2 Provider Cancellation. As the sole exception, if Provider cancels the Session and the Parties are unable to agree on a rescheduled date within ten (10) business days, Provider shall refund the Discovery Fee in full.
5. Scheduling, Rescheduling, and No-Shows
5.1 Client Rescheduling. Client may reschedule the Session once, at no charge, with at least twenty-four (24) hours' written notice.
5.2 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, the Session is deemed delivered and the Discovery Fee remains non-refundable. Provider may, at its sole discretion, offer one make-up Session.
6. No Further Obligation; Quote Validity
6.1 No Further Obligation. These Terms cover only the Session and the Implementation Plan. Neither Party is obligated to enter into any further engagement. Any development or other services shall be governed by a separate written service agreement.
6.2 Quote Validity. Pricing stated in the Implementation Plan shall be valid for the period specified in the Implementation Plan, after which it may be revised by Provider. Expiration of quoted pricing does not affect the credit described in Section 3.2.
6.3 Good-Faith Estimate. The Implementation Plan is a good-faith estimate based on the information provided by Client and does not constitute an offer. Final pricing, timelines, and terms are subject to the separate services agreement.
7. Client Responsibilities
7.1 Client Responsibilities. Client shall provide accurate and reasonably complete information about its requirements, attend the Session prepared, and ensure that attendees with appropriate decision-making authority and technical knowledge participate as needed. Client acknowledges that the quality of the Implementation Plan depends on the information Client provides.
8. Confidentiality
8.1 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 these Terms, protect it with at least reasonable care, and not disclose it to third parties except to professional advisors bound by confidentiality obligations.
8.2 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.
8.3 Survival Period. This Section survives for one (1) year after the conclusion of the Session.
9. Intellectual Property
9.1 Ownership. The Implementation Plan and all materials prepared by Provider in connection with the Session remain the property of Provider, including Provider's pre-existing methodologies, templates, tools, and know-how ("Provider Materials").
9.2 License To Client. Notwithstanding Section 8, upon Provider's receipt of the Discovery Fee in full, Provider grants Client a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use, reproduce, and modify the Implementation Plan for Client's internal business purposes, including evaluating and implementing the project described in it, whether with Provider or with any third party of Client's choosing. Client may disclose the Implementation Plan to its employees, professional advisors, and prospective or engaged service providers for those purposes, provided recipients are bound by confidentiality obligations at least as protective as Section 8. This license does not permit Client to resell, license, publish, or otherwise distribute the Implementation Plan as a standalone work.
9.3 Client Materials. Client retains all rights in its own pre-existing materials and information shared during the Session.
9.4 Third-Party Implementation. Provider has no obligation, responsibility, or liability with respect to any implementation of the Implementation Plan by anyone other than Provider.
10. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY
10.1 Limited Warranty. Provider warrants that it will provide the service 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 service.
10.2 DISCLAIMER. THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE 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.
10.3 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE DISCOVERY FEE PAID BY CLIENT, AND NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
10.4 Essential Basis. The Parties acknowledge that the disclaimers and limitations in clauses 10.2 and 10.3 form an essential basis of the bargain between them, that the pricing of the Session 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.
11. Independent Contractor
11.1 Independent Contractor. The Provider is an independent contractor of the Client. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
12. 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 12.4.
12.1 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.
12.2 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.
12.3 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.
12.4 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.
12.5 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.
12.6 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.
13. General
13.1 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.
13.2 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 12.5, 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 13.2 does not apply to small claims actions under Section 12.6 and does not limit entry of judgment on an arbitration award under Section 12.2.
13.3 Entire Agreement. These Terms, together with the Session details and Discovery Fee specified in the payment link or booking 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 payment governs that engagement.
13.4 Severability. If any provision is held unenforceable, the remainder of these Terms remains in effect.
13.5 Assignment. Neither Party may assign these Terms without the other Party's written consent.
13.6 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 or payment, 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 delivery of the Implementation Plan. Each Party shall inform the other Party in case of a change in their email address.
13.7 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 13.6 and deemed valid service upon confirmation of delivery.
13.8 Business Day. Business day means any day other than a Saturday, Sunday, or a federal holiday in the United States.
13.9 Publicity. Provider may identify Client as a customer of Provider and use Client's name and logo in Provider's customer lists, website, and marketing materials, provided that Client may revoke this permission by written notice.