legal

Terms & Conditions

Understand the rules, rights, and responsibilities that govern your use of our services and platform.

PLEASE READ THESE TERMS AND CONDITIONS ("TERMS") CAREFULLY BEFORE USING OUR SERVICES. THESE TERMS CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.

BY ACCESSING OR USING ELYSIUM DYNAMICS' SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OUR SERVICES.

1. Definitions and Interpretation

1.1 Defined Terms

In these Terms, unless the context requires otherwise:

  • "Agreement" means these Terms and any additional terms referenced herein
  • "Client" or "you" means any individual or entity accessing or using the Services
  • "Company," "we," "us," or "our" means Elysium Dynamics and its affiliates
  • "Confidential Information" means all non-public information disclosed by either party
  • "Deliverables" means all materials, content, and work product produced by Company
  • "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights
  • "Services" means all workshops, consulting, tools, platforms, and related services

1.2 Interpretation

  • Headings are for convenience only and do not affect interpretation
  • Words importing the singular include the plural and vice versa
  • References to sections are to sections of these Terms
  • "Including" and similar words do not imply limitation
  • No provision shall be construed against a party because that party drafted it

2. Services and Scope

2.1 Service Description

The Company provides thought leadership consulting, workshops, and related services. THE COMPANY MAKES NO GUARANTEES OR WARRANTIES REGARDING ANY SPECIFIC OUTCOMES OR RESULTS FROM THE SERVICES.

2.2 Service Limitations

  • Services are advisory in nature only
  • Implementation of advice is solely Client's responsibility
  • Results depend on multiple factors outside Company's control
  • Past performance does not guarantee future results
  • Service availability subject to Company discretion

3. Intellectual Property and Ownership

3.1 Company IP

ALL MATERIALS, METHODOLOGIES, FRAMEWORKS, PROCESSES, TOOLS, AND CONTENT PROVIDED BY COMPANY ("COMPANY MATERIALS") REMAIN THE EXCLUSIVE PROPERTY OF COMPANY. No ownership rights in Company Materials are transferred under this Agreement.

3.2 Limited License

Client receives a limited, non-exclusive, non-transferable, revocable license to use Company Materials solely for Client's internal business purposes during the service period.

3.3 Restrictions

Client shall not:

  • Modify, copy, or create derivative works
  • Reverse engineer any tools or processes
  • Remove any proprietary notices
  • Transfer or sublicense materials
  • Use materials for competitive purposes
  • Share access with unauthorized users

3.4 Client Materials

Client retains ownership of original materials provided to Company. Client grants Company a perpetual, worldwide, royalty-free license to use Client's name, likeness, and results for marketing purposes.

4. Warranties and Disclaimers

4.1 Limited Warranty

Company warrants it will provide Services in a professional manner consistent with industry standards.

4.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. COMPANY EXPLICITLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION:

  • MERCHANTABILITY
  • FITNESS FOR PARTICULAR PURPOSE
  • NON-INFRINGEMENT
  • RESULTS
  • ACCURACY
  • PERFORMANCE
  • SECURITY

4.3 No Guarantee

COMPANY DOES NOT GUARANTEE:

  • SPECIFIC RESULTS OR OUTCOMES
  • REVENUE OR PROFIT INCREASES
  • SOCIAL MEDIA GROWTH
  • THOUGHT LEADERSHIP STATUS
  • CONTENT EFFECTIVENESS
  • THIRD-PARTY PLATFORM PERFORMANCE

5. Limitation of Liability

5.1 Liability Cap

IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT IN THE SIX (6) MONTHS PRECEDING THE INCIDENT.

5.2 Exclusion of Damages

UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY:

  • INDIRECT DAMAGES
  • SPECIAL DAMAGES
  • INCIDENTAL DAMAGES
  • CONSEQUENTIAL DAMAGES
  • PUNITIVE DAMAGES
  • LOST PROFITS
  • LOST REVENUE
  • LOST BUSINESS OPPORTUNITIES
  • REPUTATION DAMAGE
  • DATA LOSS
  • BUSINESS INTERRUPTION
  • COST OF REPLACEMENT SERVICES

5.3 Essential Purpose

These limitations apply even if any limited remedy fails of its essential purpose.

5.4 Time Limitation

Any claim must be brought within twelve (12) months of the incident.

6. Indemnification

6.1 Client Indemnification

Client shall defend, indemnify, and hold harmless Company from any claims arising from:

  • Client's use of Services
  • Client's content
  • Client's violation of Terms
  • Client's violation of laws
  • Client's violation of third-party rights

6.2 Indemnification Procedure

  • Prompt written notice of claim
  • Control of defense and settlement
  • Reasonable cooperation
  • No settlement without consent

7. Confidentiality

7.1 Confidential Information

Each party shall:

  • Protect confidential information
  • Limit access to need-to-know basis
  • Return or destroy upon request
  • Notify of unauthorized access
  • Maintain security measures

7.2 Exclusions

Confidentiality obligations do not apply to information that:

  • Is public knowledge
  • Was known before disclosure
  • Is independently developed
  • Is received from third party
  • Must be disclosed by law

8. Term and Termination

8.1 Term

Agreement continues until Services completion or termination.

8.2 Termination

Company may terminate immediately if:

  • Client breaches Terms
  • Client fails to pay
  • Client becomes insolvent
  • Services become illegal
  • Continuation poses risk

8.3 Effect of Termination

Upon termination:

  • All licenses terminate
  • All fees become due
  • Client returns materials
  • Confidentiality continues
  • Relevant provisions survive

9. Dispute Resolution

9.1 Mandatory Arbitration

ALL DISPUTES SHALL BE RESOLVED BY BINDING ARBITRATION IN TRAVIS COUNTY, TEXAS.

9.2 Class Action Waiver

CLIENT WAIVES RIGHT TO PARTICIPATE IN CLASS ACTION LAWSUITS.

9.3 Governing Law

Texas law governs without regard to conflicts principles.

10. General Provisions

10.1 Force Majeure

Neither party liable for events beyond reasonable control.

10.2 Assignment

Client may not assign without Company consent.

10.3 Severability

Invalid provisions shall be modified to be valid.

10.4 Entire Agreement

Terms constitute complete agreement between parties.

10.5 Modification

Company may modify Terms with notice.

10.6 No Waiver

Failure to enforce is not waiver.

11. Acknowledgment

BY USING THE SERVICES, CLIENT ACKNOWLEDGES:

  • READING THESE TERMS
  • UNDERSTANDING THESE TERMS
  • AGREEING TO BE BOUND
  • HAVING AUTHORITY TO BIND
  • ACCEPTING ALL RISKS

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