Terms and Conditions

1. Agreement to these terms

These Terms and Conditions are an agreement between you and AspenFold LLC, doing business as AspenFold Technologies ("AspenFold," "we," "us"). They apply to our website, our client portal, and the software, applications and technology services we provide (together, the "Services"). By using the Services, you agree to these terms. If you do not agree, do not use the Services.

If you use the Services for a company, you agree for that company and confirm you have authority to do so; "you" then includes the company.

If you have a signed agreement with us, such as a services agreement, license agreement or statement of work, that agreement controls wherever it differs from these terms.

2. Who may use the Services

You must be at least 18 years old and able to enter a binding contract. The Services are intended for businesses and are not directed to children.

3. Our services and scope

We design, build, license, host and support custom software and applied AI for businesses. What we deliver for you, the schedule, and the fees are set out in a written proposal, statement of work or signed agreement.

Work not included in that written scope, such as new features, additional integrations, redesigns or hosting arrangements, requires a written change agreement describing the work, fees and schedule before we are obligated to provide it. Each party will do its part on time; if information, access or decisions we need are delayed, we will tell you and adjust the schedule in writing.

4. Accounts and access

• Each user must have their own login. Logins may not be shared, including to get around a user limit.
• Keep passwords secure and tell us promptly at hello@example.com if you suspect unauthorized access.
• Account administrators decide who may access their organization's account and must remove access when someone is no longer authorized.
• You are responsible for activity under your accounts. We may suspend an account to protect the Services, other users or data.

5. Acceptable use

You agree not to, and not to let anyone else:

• Sell, resell, rent, sublicense or otherwise make the Services available to anyone not authorized to use them.
• Copy, modify or create derivative works of our software, or reverse engineer, decompile or disassemble it, except where the law allows despite this restriction.
• Access accounts, systems or data without authorization, bypass security or usage limits, or remove proprietary notices.
• Upload malware, send spam, or scrape or overload the Services with automated tools.
• Use the Services to break the law, infringe anyone's rights, or harass or harm others.

6. Fees and payment

Fees are those stated in your proposal, statement of work, signed agreement or invoice. One-time fees (such as setup and implementation) and recurring fees (such as monthly subscriptions) are separate charges. Additional work beyond included support is billed at the rate stated in your agreement or proposal.

Invoices are due by the due date shown on them. Fees do not include sales, use or similar taxes we are required to collect; we list those separately on invoices unless you give us a valid exemption certificate. We may suspend Services for invoices that remain unpaid after written notice.

Payments are processed by our payment provider, Stripe. Refunds and cancellations are handled under our Refund and Cancellation Policy at aspenfold.com/refunds.

7. Support and maintenance

Support and maintenance included with a subscription are described in your agreement or proposal. Routine maintenance and security updates are included in an active subscription. Unless a signed agreement says otherwise, we do not guarantee specific uptime, response times or resolution times.

To help us help you, please give us clear descriptions of issues, a contact person, and the access we reasonably need. We limit our access to what is needed to do the work.

8. Ownership and licenses

Our website, brand, content, and our software, tools and know-how, including anything we created before or apart from your project, belong to AspenFold. Using the Services gives you no ownership of them.

Who owns the software we build depends on your agreement. Some clients buy the code we write for them; others license our software. If your signed agreement does not say you own the code, AspenFold keeps ownership and you receive a limited, non-exclusive, non-transferable license to use it for your business, for your authorized users, during your subscription term. Paying a fee does not, by itself, transfer ownership.

Your data, content and materials remain yours. You give us permission to access, host, copy and process them only as needed to provide the Services to you, and that permission ends when it is no longer needed for that purpose.

If you send us ideas or feedback, we may use them to improve our Services without owing you anything.

9. Confidentiality

Each of us will keep the other's nonpublic information confidential, use it only to perform or receive the Services, and protect it with at least reasonable care. We may share it only with personnel, advisers and service providers who need it and are bound by similar confidentiality duties.

This does not cover information that was already known, becomes public without anyone breaking this promise, is received lawfully from someone else, or is developed independently. If the law requires disclosure, the disclosing party will share only what is required and, where allowed, give notice first. On request or when our relationship ends, confidential information will be returned or deleted, except copies the law requires us to keep and routine backups that are deleted on their normal schedule.

10. Privacy and your data

Our Privacy Policy at aspenfold.com/privacy explains how we collect and use personal information. If our software stores personal information about your customers or employees, we handle it on your instructions, and we can sign a data processing agreement on request.

When our relationship ends, we keep your data for 90 days and, on request, provide it in a reasonably usable format. After that we may delete it, except records the law requires us to keep and backups deleted on their normal schedule.

11. AI features

Some Services use artificial intelligence to draft, summarize, sort or suggest content. AI output can be incomplete or wrong. Review it before relying on it, especially for legal, financial, medical, hiring or other important decisions. Do not enter sensitive personal information into AI features unless your agreement with us covers it. Where the law requires, we tell people when they are interacting with AI.

12. Third-party services and links

The Services rely on third-party providers, such as hosting, database, email and payment services, and may link to other websites. Their own terms apply to their services. We are not responsible for third-party websites or for outages or changes caused by third-party providers outside our reasonable control.

13. Our promise and disclaimers

We will perform our work professionally, with reasonable skill and care consistent with generally accepted industry practices. If we fall short, tell us promptly with details, and we will correct or redo the affected work at no additional charge.

Except for that promise and anything stated in a signed agreement, the website and Services are provided "as is" and "as available." To the fullest extent the law allows, we disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not promise the Services will be uninterrupted or error-free, or meet requirements we have not agreed to in writing.

14. Limitation of liability

To the fullest extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if told they were possible.

Our total liability for all claims relating to the Services is limited to the fees you paid us for the Services in the 12 months before the event giving rise to the claim. If you use only our website and have paid us nothing, our total liability is limited to $100.

These limits do not apply to a party's breach of confidentiality, its indemnity obligations, its gross negligence, fraud or willful misconduct, your obligation to pay fees owed, or any liability the law does not allow to be limited.

15. Protection from third-party claims

We will defend you against third-party claims that our software, as we supplied it and as you were permitted to use it, infringes a United States intellectual property right, and pay damages and costs finally awarded or settlements we approve. You will do the same for us for claims that materials or data you gave us infringe a third party's rights, and for claims arising from your misuse of the Services or breach of these terms.

The party asking for protection must give prompt written notice, let the other party control the defense and settlement, and cooperate at the other party's expense. No settlement may require the protected party to admit fault or pay anything without its consent. We are not responsible for claims caused by changes or uses we did not supply or authorize. If our software becomes subject to an infringement claim, we may get you the right to keep using it, change or replace it, or end the affected license and refund prepaid fees for the remaining period.

16. Term, cancellation and termination

Subscriptions renew month to month until cancelled as described in your agreement or our Refund and Cancellation Policy. Either party may end an agreement if the other materially breaches it and does not fix the breach within 14 days after written notice. We may suspend or end access to the website or Services for anyone who breaks these terms or threatens their security.

When access ends, your license to use our software ends, and you remain responsible for fees earned before that date. Sections that by their nature should continue, including ownership, confidentiality, payment, disclaimers, limitation of liability, protection from claims and dispute terms, survive.

17. Governing law and disputes

These terms are governed by the laws of the State of Colorado, without regard to conflict-of-law rules. Before going to court, the party with a dispute will give written notice describing it and the relief requested, and both parties will try in good faith to resolve it.

If that does not resolve it within a reasonable time, either party may bring an action in the state courts of Douglas County, Colorado, or the federal courts serving it, and both consent to those courts' jurisdiction. Either party may seek urgent court relief to protect its rights at any time. These terms do not require arbitration.

18. Copyright complaints

If you believe content on our website or in an app we host infringes your copyright, email hello@example.com with the work you claim is infringed, where the material appears, your contact details, a statement of good-faith belief that the use is not authorized, and a statement, under penalty of perjury, that your notice is accurate and that you are the owner or authorized to act for the owner. We will review it and remove infringing material where appropriate.

19. Changes to these terms

We may update these terms from time to time. We will post the new version here with a new effective date and, for material changes, notify active clients. Continuing to use the Services after a change takes effect means you accept it. Changes to a signed agreement require a written amendment signed by both parties.

20. General

• Relationship: we are independent contractors. Neither party can bind the other or make commitments in its name.
• Assignment: you may not transfer these terms without our written consent. We may transfer them to a successor in a merger, acquisition or sale of our business.
• Events beyond control: neither party is responsible for delays caused by events outside its reasonable control, such as natural disasters, widespread internet or provider outages, or government action. This does not excuse payment of fees owed.
• Electronic communications: you agree we may communicate with you electronically, and that electronic signatures and records count as signed and in writing.
• Notices: routine notices may be sent by email. Formal legal notices must be in writing and delivered to the address in your agreement or the one we provide on request.
• Severability and waiver: if a court finds part of these terms unenforceable, the rest stays in effect. Not enforcing a right is not a waiver of it.
• Entire agreement: these terms, our Privacy Policy, our Refund and Cancellation Policy and any signed agreement are the whole agreement between us about the Services.

21. Contact us

Questions about these terms? Email hello@example.com.