Terms of Service

Effective date: [to be set on publish]

Last reviewed: [to be set on publish]

These Terms of Service ("Terms") govern your access to and use of the trilot.com website (the "Site"), Trilot LLC's published content, and any direct engagement with Trilot LLC for professional services. By using the Site or engaging Trilot for services, you agree to these Terms.

If you do not agree, please do not use the Site or engage Trilot.

i. parties and definitions

"Trilot" means Trilot LLC, a Wyoming limited liability company with its registered office at 30 N Gould St #46524, Sheridan, WY 82801, USA.

"You" means any individual visiting the Site, or any individual or entity engaging Trilot for services.

"Services" means the professional services Trilot offers and describes on the Site, including web and software development, fractional technical leadership, technical audits, and meeting and decision cadence design. The scope of Services for any specific client engagement is defined in a separate written Engagement Letter (defined below).

"Engagement Letter" means a written agreement between Trilot and a client describing scope, duration, fees, payment terms, deliverables, and any project-specific terms for a specific engagement. The Engagement Letter is the controlling document for engagement-specific matters.

"Content" means text, code, images, designs, documentation, illustrations, and other material published on the Site or delivered to a client.

ii. acceptance and changes to these Terms

By using the Site or engaging Trilot, you acknowledge that you have read and accept these Terms. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.

Trilot may update these Terms from time to time. Updates take effect upon posting to the Site. For active client engagements, the version of these Terms in effect on the date the Engagement Letter is signed continues to govern that engagement unless the parties agree otherwise in writing.

iii. site use

You may use the Site for lawful purposes only. You agree not to:

• Use the Site in any way that could damage, disable, overburden, or impair it;
• Use any robot, scraper, or similar automated means to access the Site, except for standard search-engine crawling at reasonable rates;
• Attempt to gain unauthorized access to any portion of the Site or any related systems;
• Use the Site to transmit unsolicited promotional material, malware, or any unlawful content;
• Reverse-engineer or attempt to extract source code from any compiled or interpreted Site asset.

We may terminate or restrict your access to the Site, without notice, if we reasonably believe you have violated these Terms.

iv. intellectual property — site content

All Content on the Site is owned by Trilot or licensed to Trilot, and is protected by copyright, trademark, and other intellectual property laws. The Trilot name, the trilot.com domain, the Trilot logo, and the logos of Trilot's brand divisions (LogicOfLogic, DnBlackbook) are trademarks of Trilot LLC.

You may:

• View, read, and download Site Content for your personal, non-commercial use;
• Share links to Site pages on social media, email, or other platforms;
• Quote short excerpts of Site Content with attribution to "Trilot" and a link to the original page.

You may not:

• Reproduce, republish, redistribute, or sell substantial portions of Site Content;
• Use Trilot's name, logo, or other marks without prior written permission;
• Create derivative works of Site Content;
• Use Site Content for any commercial purpose, including as input to training a machine-learning model, without Trilot's prior written consent.

v. intellectual property — engagement deliverables

The IP terms below apply by default to all client engagements. The Engagement Letter may modify these defaults for a specific engagement; in case of conflict, the Engagement Letter controls.

Pre-existing IP. Each party retains ownership of intellectual property it owned before the engagement began. Nothing in these Terms or any Engagement Letter transfers ownership of pre-existing IP unless the Engagement Letter expressly says so.

Trilot's tooling and methods. Trilot uses internal tools, templates, code libraries, documentation patterns, audit frameworks, and methodologies developed independently of any specific engagement ("Trilot Tooling"). Trilot retains all rights to Trilot Tooling. Trilot grants the client a perpetual, non-exclusive, worldwide, royalty-free license to use Trilot Tooling solely as embedded in the engagement deliverables. Trilot may continue to use, develop, and license Trilot Tooling for other engagements.

Engagement deliverables. Subject to Trilot Tooling above, deliverables produced specifically for an engagement under an Engagement Letter ("Deliverables") become the client's property upon full payment of the fees due under that Engagement Letter. Before full payment, Trilot retains ownership of all Deliverables and the client receives only a temporary, revocable license to evaluate them.

Open-source components. Deliverables may incorporate open-source software, each of which is licensed under its own terms. Trilot will identify the open-source components it has incorporated and the licenses governing them.

Trilot's portfolio rights. Trilot may publicly identify the client as a client and may describe the nature of the engagement in case studies, portfolios, conference talks, and editorial content, unless the Engagement Letter says otherwise. Confidential client information will never be disclosed in such materials.

vi. confidentiality

For client engagements, both parties recognize they will exchange confidential information (technical specifications, business plans, financial information, customer lists, code under development, personnel matters, etc.).

Each party agrees:

• To use the other party's confidential information only for the purposes of the engagement;
• To protect it with at least the same care it uses for its own confidential information, and in no event less than reasonable care;
• To restrict access to those of its personnel with a legitimate need to know;
• To return or destroy confidential information at the other party's written request after the engagement ends.

These confidentiality obligations survive termination of the engagement for a period of three (3) years, except for trade secrets, which remain protected for as long as they remain trade secrets under applicable law.

Confidentiality obligations do not apply to information that is publicly available, was already known to the receiving party without confidentiality obligation, is independently developed without use of the disclosing party's information, or is required to be disclosed by law (in which case the receiving party will give prompt notice to the disclosing party where lawful).

vii. fees and payment

Engagement fees are described in each Engagement Letter. Default terms unless otherwise agreed in the Engagement Letter:

• Fixed-fee engagements: 50% due on signature, 50% due on milestones or delivery as specified in the Engagement Letter.
• Retainer engagements: Monthly retainer invoiced in advance on the first business day of each month.
• Out-of-pocket expenses: Pre-approved travel, software licenses, third-party service fees, and similar expenses are billed at cost with no markup.
• Currency: USD by default, billed via Stripe or wire transfer. Other currencies available on request, subject to a small currency-conversion administrative fee.
• Payment terms: Net 14 days from invoice date.
• Late payment: Interest accrues at 1.5% per month (or the maximum permitted by applicable law, whichever is less) on amounts more than 14 days overdue. Trilot may suspend work on engagements with overdue invoices, with prior written notice.

Hourly billing is not Trilot's default model and is offered only in exceptional circumstances.

viii. warranties and disclaimers

Trilot's warranties. Trilot warrants that:

• It will perform Services with the care and skill reasonably expected of a senior practitioner in its field;
• Deliverables will materially conform to the specifications set out in the Engagement Letter;
• Deliverables, at the time of delivery, do not knowingly infringe the intellectual property rights of any third party.

Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, THE SITE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TRILOT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. TRILOT DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.

Advice is not legal/financial/medical advice. Information published on the Site, in the newsletter, or shared in any free consultation is for general information purposes only. It does not constitute legal, financial, medical, or other professional advice and should not be relied on as such. You should consult qualified professionals before making decisions based on Site content.

ix. limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

• TRILOT'S AGGREGATE LIABILITY UNDER ANY ENGAGEMENT, UNDER THESE TERMS, OR ARISING OUT OF YOUR USE OF THE SITE, SHALL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID TO TRILOT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND US DOLLARS ($1,000).
• NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations do not apply to:

• A party's breach of confidentiality obligations;
• A party's indemnification obligations;
• A party's intentional misconduct or gross negligence;
• Liabilities that cannot be limited under applicable law (for example, liability for death, personal injury, fraud, or fraudulent misrepresentation in some jurisdictions).

x. indemnification

Each party will indemnify and hold the other harmless from and against any third-party claims, damages, liabilities, and reasonable attorneys' fees arising out of:

• The indemnifying party's material breach of these Terms or the applicable Engagement Letter;
• The indemnifying party's gross negligence or intentional misconduct;
• The indemnifying party's infringement of a third party's intellectual property rights through materials it contributed to the engagement.

Each party's right to indemnification is subject to giving prompt written notice to the other, allowing the indemnifying party to control the defense and settlement, and reasonably cooperating in the defense.

xi. term and termination

These Terms apply to your use of the Site for as long as you continue to access it.

Engagement-specific terms in an Engagement Letter govern the engagement's duration and termination. Default rules absent specific Engagement Letter terms:

• Termination for convenience. Either party may terminate an engagement on thirty (30) days' written notice. The client remains responsible for fees earned up to the termination date and for any non-cancellable third-party costs already committed.
• Termination for cause. Either party may terminate immediately on written notice if the other party (a) materially breaches the engagement and fails to cure the breach within fifteen (15) days of written notice, (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors, or (c) ceases to do business.

Upon termination of an engagement, Trilot will deliver work in progress in its then-current state and the client will pay all earned but unpaid fees. The IP terms in section v apply: client receives ownership of Deliverables only as to those for which full payment has been made.

xii. force majeure

Neither party is liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, civil unrest, pandemic-related public-health measures, internet or telecommunications failures, government acts, or labor disputes affecting third parties.

The affected party must notify the other promptly and use reasonable efforts to mitigate the impact. If a force-majeure event continues for more than sixty (60) days, the unaffected party may terminate the engagement on written notice.

xiii. governing law and dispute resolution

These Terms and each Engagement Letter are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will attempt to resolve any dispute informally before initiating formal proceedings. Each party will designate a senior decision-maker who will meet (in person, by video, or by phone) within thirty (30) days of a written escalation request, in a good-faith attempt to resolve the dispute.

If informal resolution fails, any dispute, controversy, or claim arising out of or relating to these Terms or any Engagement Letter shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be Sheridan, Wyoming, or remote with operator and counter-party agreement. The arbitration shall be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or other rights that would be irreparably harmed in the time required for arbitration.

xiv. notices

Notices to Trilot must be sent to:

Trilot LLC 30 N Gould St #46524 Sheridan, WY 82801, USA Email: [email protected] (with a copy to [email protected])

Notices to the client will be sent to the addresses on file with Trilot, including those provided in the Engagement Letter.

Notices are effective upon receipt for in-person delivery, three business days after mailing for postal delivery, or one business day after electronic transmission for email (provided no bounce-back is received).

xv. general

Entire agreement. These Terms together with the applicable Engagement Letter constitute the entire agreement between the parties regarding their subject matter and supersede all prior agreements, understandings, or representations.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be replaced with an enforceable provision that approximates the parties' original intent.

No waiver. A party's failure to enforce a provision is not a waiver of its right to enforce that provision later.

Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice.

No third-party beneficiaries. These Terms do not create any rights for third parties.

Independent contractors. Trilot is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Trilot and any client.

xvi. contact

For any question about these Terms:

• Email: [email protected] or [email protected]
• Mail (US registered office): Trilot LLC, 30 N Gould St #46524, Sheridan, WY 82801, United States