Terms of Service

1. Acceptance of Terms

By creating an account, accessing our website, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. These Terms constitute a legally binding agreement between you and FowlSystems LLC.

We may modify these Terms at any time by posting revised Terms on our website. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms. We will provide notice of material changes via email or prominent notice on our website.

2. Eligibility and Account Registration

2.1 Age Requirement

Our Services are intended solely for use by businesses and individuals who are at least 18 years of age. By using our Services, you represent and warrant that you are at least 18 years old. We do not knowingly collect information from or direct any of our Services to anyone under the age of 18.

2.2 Business Use

Our Services are designed for business and professional use. You represent that you are using the Services on behalf of a business entity or for legitimate business purposes.

2.3 Account Information

When you create an account, you agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account or any other breach of security.

3. Description of Services

FowlSystems provides the following categories of services:

3.1 Custom Software Development

We design and build custom software applications, business tools, and automation solutions tailored to client specifications. Services are provided pursuant to separate statements of work or service agreements.

3.2 AI Enablement and Training

We provide consulting, training, and advisory services to help businesses implement and utilize artificial intelligence tools effectively. Services include workshops, training programs, and strategic consulting.

3.3 RookBase Software Platform

RookBase is a software-as-a-service (SaaS) knowledge management platform that enables businesses to organize, search, and leverage their institutional knowledge and documents using AI-powered tools. RookBase is provided on a subscription basis subject to the terms of the applicable subscription plan.

3.4 Advisory Services

We provide technology advisory and strategy consulting services to help businesses identify opportunities for technological improvement and develop implementation roadmaps.

4. User Obligations and Acceptable Use

4.1 Compliance with Laws

You agree to use our Services only for lawful purposes and in accordance with these Terms. You are responsible for ensuring that your use of the Services complies with all applicable federal, state, local, and international laws and regulations, including but not limited to data protection and privacy laws.

4.2 Industry-Specific Compliance

If you operate in a regulated industry (such as healthcare, financial services, or education), you are solely responsible for ensuring that your use of our Services complies with all applicable industry-specific regulations, including HIPAA, GLBA, FERPA, and similar laws. We do not represent that our Services are suitable for use in regulated industries without additional safeguards implemented by you.

4.3 Prohibited Conduct

You agree not to:

• Use the Services to transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable material
• Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity
• Upload, post, or transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party
• Upload or transmit any viruses, malware, or other malicious code
• Attempt to gain unauthorized access to our Services, accounts, computer systems, or networks
• Interfere with or disrupt the integrity or performance of the Services
• Use any automated means (including bots, scrapers, or spiders) to access the Services without our prior written permission
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services
• Use the Services to compete with us or develop competing products or services
• Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content, features, functionality, software, designs, text, graphics, logos, and other materials provided through our Services (excluding User Content) are owned by FowlSystems LLC or our licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes in accordance with these Terms. This license does not include any right to: (a) resell or make commercial use of the Services; (b) modify or make derivative works of the Services; (c) use data mining, robots, or similar data gathering or extraction methods; or (d) download (other than page caching) any portion of the Services.

5.2 User Content

"User Content" means any documents, data, information, text, graphics, or other materials that you upload, submit, or transmit through the Services.

You retain all ownership rights in your User Content. By uploading or submitting User Content to the Services, you grant us a non-exclusive, worldwide, royalty-free license to use, store, reproduce, modify, and display your User Content solely to the extent necessary to provide the Services to you and to improve our Services. This license terminates when you delete your User Content or close your account, except to the extent we need to retain copies for legal or operational purposes.

5.3 Feedback

If you provide us with any feedback, suggestions, or ideas about our Services ("Feedback"), you grant us an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our Services without compensation or attribution to you.

5.4 Custom Development Work Product

For custom software development projects, ownership of deliverables and work product will be governed by the applicable statement of work or service agreement. Unless otherwise specified in writing, all custom work product created specifically for you will be owned by you upon full payment, subject to our retention of any pre-existing intellectual property, tools, or methodologies used in the development process.

6. Payment Terms

6.1 Subscription Services

RookBase and other subscription-based Services are billed on a recurring basis (monthly or annually as selected). You authorize us to charge your designated payment method on the first day of each billing period. Subscription fees are non-refundable except as required by law or as expressly stated in these Terms.

6.2 Custom Development and Professional Services

Custom development projects and professional services are invoiced according to the terms specified in the applicable statement of work or service agreement. Unless otherwise specified, payment terms are Net 30 days from the invoice date.

6.3 Late Payment

If payment is not received by the due date, we may charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) and suspend or terminate access to the Services. You are responsible for all costs of collection, including reasonable attorney's fees.

6.4 Taxes

All fees are exclusive of applicable federal, state, local, or foreign taxes, levies, or duties. You are responsible for paying all such taxes, except for taxes based on our net income. If we are required to collect or pay taxes for which you are responsible, the appropriate amount will be invoiced to and paid by you.

6.5 Price Changes

We may change our pricing for subscription Services at any time. Price changes for existing customers will take effect at the start of the next subscription term following notice to you. We will provide at least 30 days' advance notice of any price increases.

7. Subscription Management and Cancellation

7.1 Automatic Renewal

Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date. Cancellation takes effect at the end of your current billing period, and you will retain access to the Services until that time.

7.2 Cancellation

You may cancel your subscription at any time through your account settings or by contacting us. If you cancel a monthly subscription, you will not be charged for the following month, but fees already paid for the current month are non-refundable. If you cancel an annual subscription, cancellation will take effect at the end of your prepaid annual term.

7.3 Free Trials

We may offer free trial periods for certain Services. You must cancel before the end of the trial period to avoid being charged. If you do not cancel, your payment method will be charged the applicable subscription fee at the end of the trial period.

8. Data Security and Privacy

8.1 Security Measures

We implement commercially reasonable technical and organizational measures designed to protect your data against unauthorized access, loss, or alteration. However, no method of transmission over the internet or electronic storage is 100% secure, and we cannot guarantee absolute security.

8.2 Privacy Policy

Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Services, you consent to our Privacy Policy.

8.3 Data Backup and Retention

We perform regular backups of user data, but you are responsible for maintaining your own backup copies of any User Content you deem critical. We retain User Content for the duration of your account plus a reasonable period thereafter for legal and operational purposes, as described in our Privacy Policy.

9. Third-Party Services and Links

Our Services may contain links to third-party websites or integrate with third-party services (such as payment processors or cloud hosting providers). We are not responsible for the content, accuracy, or practices of any third-party services. Your use of third-party services is governed by their respective terms and privacy policies. We encourage you to review those policies before providing any information to third parties.

We use the following categories of third-party service providers in connection with our Services:

• Payment Processing: Stripe (for processing subscription payments and invoices)
• Cloud Infrastructure: Google Cloud Platform, Supabase, and Azure (for hosting and data storage)
• Analytics: Google Analytics (for website traffic analysis)
• Communication: Google Workspace (for business email and communications)

10. Service Availability and Modifications

10.1 Availability

We strive to provide reliable Services, but we do not guarantee that the Services will be available at all times or free from errors, viruses, or other harmful components. We may experience scheduled or unscheduled downtime for maintenance, updates, or due to circumstances beyond our control.

10.2 Modifications to Services

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will make reasonable efforts to notify you of material changes that negatively affect your use of the Services.

10.3 Beta Features

We may offer beta, early access, or experimental features. These features are provided "AS IS" without warranties and may be modified or discontinued at any time without notice.

11. Warranties and Disclaimers

11.1 Limited Warranty

We warrant that our Services will perform substantially in accordance with the documentation we provide. This warranty is limited to a period of 30 days from the date of service delivery for professional services, or the current subscription term for subscription services. If you report a breach of this warranty during the warranty period, we will use commercially reasonable efforts to correct the issue or, if we cannot correct it, provide a pro-rata refund for the defective portion of the Services.

11.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, FOWLSYSTEMS LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS
• THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
• THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE
• ANY ERRORS IN THE SERVICES WILL BE CORRECTED

11.3 AI and Generated Content Disclaimer

Some of our Services utilize artificial intelligence and machine learning technologies to generate, summarize, or analyze content. AI-generated content may contain errors, inaccuracies, or unintended outputs. You acknowledge that:

• AI-generated content should be reviewed and verified before use in any critical application
• We are not responsible for decisions made based on AI-generated content
• You are solely responsible for the content you create, distribute, or rely upon using our Services

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FOWLSYSTEMS LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOST PROFITS, LOST REVENUE, LOST SAVINGS, OR LOST BUSINESS OPPORTUNITIES
• LOSS OF DATA, LOSS OF USE, OR LOSS OF GOODWILL
• BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE SERVICES

ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UPON WHICH THE CLAIM IS BASED (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

12.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE LESSER OF:

1. THE TOTAL AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR
2. TEN THOUSAND DOLLARS ($10,000.00)

12.3 Exceptions

The limitations in this Section 12 do not apply to:

• Liability for death or personal injury caused by our negligence
• Liability for fraud or fraudulent misrepresentation
• Liability for gross negligence or willful misconduct
• Any other liability that cannot be limited or excluded by applicable law

12.4 State-Specific Provisions

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law. If you are a consumer in New Jersey, the limitations in this Section 12 do not apply to punitive damages, attorney's fees, or court costs for which we may be liable.

13. Indemnification

You agree to indemnify, defend, and hold harmless FowlSystems LLC and its officers, directors, employees, contractors, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

• Your use of or inability to use the Services
• Your violation of these Terms
• Your violation of any rights of another party, including intellectual property rights
• Your User Content or any content submitted through your account
• Your violation of any applicable laws or regulations

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim. This indemnification obligation will survive the termination of these Terms and your use of the Services.

14. Term and Termination

14.1 Term

These Terms commence when you first access or use the Services and continue until terminated in accordance with this Section 14.

14.2 Termination by You

You may terminate these Terms at any time by closing your account and ceasing all use of the Services. If you have an active subscription, you must cancel it in accordance with Section 7.

14.3 Termination by Us

We may suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including without limitation if you:

• Breach any provision of these Terms
• Engage in fraudulent or illegal activities
• Fail to pay fees when due
• Violate the intellectual property rights of FowlSystems or any third party
• Use the Services in a manner that could harm us, our Services, or other users

14.4 Effect of Termination

Upon termination:

• Your right to access and use the Services will immediately cease
• You remain responsible for all fees and charges incurred prior to termination
• We may delete your account and all associated User Content, subject to our data retention policies and legal obligations
• Sections of these Terms that by their nature should survive termination will survive, including Sections 5 (Intellectual Property), 11 (Warranties and Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), and 15 (Dispute Resolution)

14.5 Data Export

We will provide you with a reasonable opportunity (typically 30 days after termination notice) to export your User Content before we delete it. After this period, we have no obligation to retain or provide access to your User Content.

15. Dispute Resolution

15.1 Informal Dispute Resolution

Before initiating any formal dispute resolution proceedings, you agree to first contact us to attempt to resolve the dispute informally. Please send a detailed description of the dispute to [email protected]. We will make reasonable efforts to resolve the dispute within 30 days of receiving your notice.

15.2 Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and FowlSystems agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services (collectively, "Disputes") will be resolved through binding arbitration rather than in court, except that:

• Either party may bring an individual action in small claims court if it qualifies
• Either party may seek injunctive or equitable relief in court to prevent infringement of intellectual property rights or unauthorized use of the Services

15.3 Arbitration Rules and Procedures

Arbitration will be conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The AAA's rules and filing forms are available at www.adr.org or by calling 1-800-778-7879.

The arbitration will be conducted by a single arbitrator selected in accordance with the AAA's rules. The arbitrator will have exclusive authority to resolve all Disputes, including the interpretation and application of this arbitration agreement.

The arbitration will take place in Florida, unless both parties agree to another location or to conduct the arbitration remotely via telephone or video conference.

15.4 Arbitration Costs and Fees

Payment of all filing, administration, and arbitrator fees will be governed by the AAA's Commercial Arbitration Rules, unless otherwise stated in this agreement. Each party will be responsible for their own attorney's fees and costs, except that the arbitrator may award reasonable attorney's fees and costs to the prevailing party if the arbitrator determines that a claim or defense was frivolous or brought in bad faith.

15.5 Class Action Waiver

YOU AND FOWLSYSTEMS AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

UNLESS BOTH YOU AND FOWLSYSTEMS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

15.6 Time Limit for Claims

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION AROSE OR FIRST COULD HAVE BEEN DISCOVERED, OR SUCH CLAIM OR CAUSE OF ACTION WILL BE FOREVER BARRED.

This limitation period applies regardless of whether the claim is based on contract, tort, statute, or any other legal theory, and regardless of whether a remedy may be awarded in arbitration.

15.7 Opt-Out Right

You have the right to opt out of this arbitration agreement by sending written notice of your decision to opt out to [email protected] within 30 days of first accepting these Terms. Your notice must include your name, address, email address, and a clear statement that you wish to opt out of this arbitration agreement. If you opt out, all other terms of these Terms will continue to apply, but neither you nor we will be bound by the arbitration provisions in Section 15.2 through 15.5.

15.8 Severability

If any portion of this Section 15 is found to be invalid or unenforceable, then: (a) the unenforceable provision will be severed, and (b) severance of the unenforceable provision will have no impact on the remainder of the arbitration agreement or the parties' ability to compel arbitration of any remaining claims. If the class action waiver in Section 15.5 is found to be unenforceable, the entire arbitration agreement (Sections 15.2 through 15.5) will be null and void.

16. Governing Law and Jurisdiction

These Terms and any Disputes will be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions.

If the arbitration provisions in Section 15 do not apply or are found to be unenforceable, you and FowlSystems agree that any legal action or proceeding arising out of or related to these Terms or the Services will be brought exclusively in the federal or state courts located in Marion County, Florida, and both parties irrevocably consent to the personal jurisdiction and venue of such courts.

17. International Use and Export Compliance

Our Services are controlled and operated from the United States. We make no representation that the Services are appropriate or available for use in other locations. If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with local laws.

You may not use or export the Services in violation of U.S. export laws and regulations. You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; or (b) listed on any U.S. Government list of prohibited or restricted parties.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements or policies expressly incorporated by reference, constitute the entire agreement between you and FowlSystems concerning your use of the Services and supersede all prior or contemporaneous agreements, communications, and proposals (whether oral, written, or electronic) between you and us.

18.2 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of FowlSystems.

18.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid, illegal, or unenforceable provision will be modified to the extent necessary to make it valid, legal, and enforceable while preserving its intent to the greatest extent possible.

18.4 Assignment

You may not assign or transfer these Terms or any rights granted hereunder, by operation of law or otherwise, without our prior written consent. We may assign these Terms in whole or in part at any time without your consent. Any attempted assignment in violation of this section will be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

18.5 Force Majeure

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to 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.

18.6 Notices

We may provide notices to you via email to the address associated with your account, by posting on our website, or through the Services. You are responsible for ensuring that your email address is current. Notices sent by email will be effective when we send the email, whether or not you actually receive or read the email.

You may provide notices to us at [email protected]. Notices to us will be effective one business day after they are sent.

18.7 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

18.8 Relationship of Parties

Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and FowlSystems. You have no authority to bind FowlSystems in any respect whatsoever.

18.9 Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights. Only you and FowlSystems may enforce these Terms.

18.10 Language

These Terms are provided in English. Any translation is provided for convenience only. In the event of any conflict between the English version and a translated version, the English version will prevail.

19. 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 with a new "Last Updated" date
• Sending an email to the address associated with your account
• Providing notice through the Services

Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Services and cancel your account.

We encourage you to review these Terms periodically to stay informed of any updates.