Terms of Service

Crynn LLC provides software consulting and related professional services, which may include software development, technical advisory, architecture design, implementation, integration, maintenance, support, and other related services as described in a proposal, statement of work, order form, or other written agreement (each, an "SOW").

The specific scope, deliverables, timeline, pricing, and assumptions for each engagement will be described in the applicable SOW. If there is any conflict between these Terms and an SOW, the SOW will control for that engagement.

You agree to:

• provide timely access to information, systems, accounts, personnel, and materials reasonably needed for Crynn to perform the services;
• ensure that any materials, data, credentials, content, or instructions you provide are accurate and that you have the legal right to provide them;
• make decisions, provide feedback, and approve deliverables in a timely manner;
• use the services and deliverables in compliance with applicable laws and regulations.

Crynn is not responsible for delays, defects, or additional costs caused by your failure to meet these responsibilities.

You agree to pay all fees set forth in the applicable SOW, order form, or invoice.

Unless otherwise stated in writing:

• invoices are due within 15 days of the invoice date;
• late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law;
• you are responsible for any sales, use, value-added, withholding, or similar taxes associated with the services, excluding taxes based on Crynn's net income;
• reasonable pre-approved out-of-pocket expenses may be invoiced to you.

If payment is overdue, Crynn may suspend performance of the services upon written notice until outstanding amounts are paid.

Any change to scope, assumptions, deliverables, timeline, or responsibilities may require a written change order or amended SOW and may result in additional fees and revised delivery dates.

Crynn is not obligated to perform work outside the agreed scope unless both parties agree in writing.

These Terms remain in effect until terminated.

Either party may terminate an engagement:

• for convenience upon 14 days' written notice, unless otherwise stated in the applicable SOW; or
• immediately if the other party materially breaches these Terms or the applicable SOW and fails to cure the breach within 10 days after receiving written notice.

Upon termination:

• you will pay Crynn for all services performed and expenses incurred through the effective termination date;
• each party will, upon request, return or destroy the other party's confidential information, subject to routine backup retention or legal obligations;
• any licenses granted to you for unpaid deliverables will automatically terminate until full payment is received.

Sections that by their nature should survive termination will survive, including those relating to fees, intellectual property, confidentiality, disclaimers, indemnification, limitations of liability, and governing law.

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

Each party agrees to: (a) use Confidential Information only in connection with performing obligations or exercising rights under these Terms; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to third parties without prior written consent, except as required by law or to employees and contractors who need to know and are bound by comparable confidentiality obligations.

Each party represents and warrants that it has full authority to enter into and perform its obligations under these Terms, and that doing so does not violate any other agreement or obligation.

Crynn warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. If services fail to meet this standard, your sole remedy is for Crynn to re-perform the non-conforming services at no additional charge, provided you notify Crynn in writing within 30 days of delivery.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO CRYNN IN THE 12 MONTHS PRECEDING THE CLAIM.

These limitations apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise, and will survive a failure of essential purpose of any limited remedy.

You agree to defend, indemnify, and hold harmless Crynn and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the services or deliverables in violation of these Terms; (b) materials, data, or instructions you provide; (c) your violation of applicable law; or (d) any dispute between you and a third party.