Terms of Service

Last Updated: August 2026

Welcome to IterateOS LLC. By accessing our website (the "Site") or engaging our software development, consulting, or engineering services (the "Services"), you agree to comply with and be bound by the following Terms of Service (the "Terms"). If you do not agree to these Terms, please do not use our Site or Services.

1. Scope of Services

IterateOS LLC provides custom software engineering, platform architecture, systems integration, and technical consulting services. All deliverables, timelines, and scope of work are defined in individual Statements of Work ("SOWs") or Master Service Agreements executed between the Company and the Client. These Terms are supplemental to any such agreement.

2. Intellectual Property Rights

a. Pre-Existing Intellectual Property

Each party retains all rights, title, and interest in its pre-existing intellectual property, including but not limited to patents, copyrights, trademarks, trade secrets, and proprietary software, tools, and methodologies (collectively, "Background IP").

b. Deliverables

Unless otherwise specified in a separate SOW, all source code, documentation, designs, and other work product specifically created for the Client (the "Deliverables") shall be owned by the Client upon full payment of all undisputed invoices related to that project. IterateOS LLC reserves the right to use the general knowledge, skills, and experience gained during the engagement for future projects, provided no Client Confidential Information is disclosed.

c. License to Website Content

All content displayed on the Site (excluding Client-specific deliverables) is the property of IterateOS LLC and is protected by copyright and trademark laws. You may not reproduce, distribute, or create derivative works from this content without our prior written consent.

3. Client Responsibilities

The Client agrees to:

• Provide timely access to necessary personnel, systems, and information required to perform the Services.
• Designate a single point of contact to facilitate communication and decision-making.
• Review deliverables in a timely manner and provide constructive feedback.
• Ensure that any materials, data, or third-party software provided to us do not infringe upon the rights of others.

4. Payment Terms

Fees for Services are set forth in the applicable SOW or invoice. Unless otherwise agreed, invoices are due net 30 days from the date of issue. Late payments may accrue interest at the rate of 1.5% per month (or the maximum allowed by law). IterateOS LLC reserves the right to suspend performance if invoices remain unpaid beyond 30 days past the due date.

5. Confidentiality

Both parties agree to protect the confidentiality of any non-public, proprietary information disclosed during the engagement ("Confidential Information"). This obligation does not apply to information that is publicly available, independently developed, or lawfully obtained from a third party.

Confidential Information may be used solely for the purpose of performing the Services and may be disclosed only to personnel with a legitimate need to know. This obligation survives the termination of any agreement.

6. Warranties and Disclaimer

IterateOS LLC warrants that the Services will be performed in a professional, workmanlike manner consistent with industry standards. We will use commercially reasonable efforts to deliver deliverables that materially conform to the specifications outlined in the applicable SOW.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITERATEOS LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ALL CASES, THE TOTAL AGGREGATE LIABILITY OF ITERATEOS LLC TO ANY CLIENT FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES SHALL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT FOR THE SPECIFIC PROJECT OR SOW GIVING RISE TO THE CLAIM, DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party against any third-party claim, loss, or liability arising from: (a) the indemnifying party's breach of these Terms, (b) the indemnifying party's gross negligence or willful misconduct, or (c) the indemnifying party's infringement of any third-party intellectual property rights, provided the other party gives prompt notice of the claim and reasonable assistance.

9. Termination

Either party may terminate an engagement or these Terms for convenience with 30 days written notice. Either party may terminate immediately if the other party commits a material breach and fails to cure that breach within 15 days of receiving written notice.

Upon termination, the Client shall pay for all Services rendered up to the effective date of termination. Sections 2, 4, 5, 6, 7, 8, and 10 shall survive termination.

10. Governing Law and Dispute Resolution

These Terms and any disputes arising from them shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in [Your City/County], [Your State], in accordance with its Commercial Arbitration Rules. The arbitrator's decision shall be final and enforceable in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees.

11. General Provisions

• Entire Agreement: These Terms, together with any applicable SOWs, constitute the entire agreement between the parties and supersede all prior negotiations or understandings.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• No Waiver: Failure to enforce any right or provision does not constitute a waiver of that right or provision.
• Assignment: The Client may not assign these Terms without our prior written consent, which shall not be unreasonably withheld.
• Force Majeure: Neither party shall be liable for any delay or failure to perform due to circumstances beyond its reasonable control, including natural disasters, pandemics, war, or government actions.

12. Contact Us

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

IterateOS LLC
Email: hello@iterateos.net