Terms of Service

1. Description of Services

Nexark provides strategic operational consulting and custom software development through a structured partnership model. Our services are delivered in distinct phases:

• Phase 1: Pulse Check: An initial, low-risk consultation workshop designed to deeply understand a single, high-impact operational problem within your business.
• Phase 2: Diagnostic: A paid, fixed-scope engagement where we conduct a deep strategic analysis to create the architectural blueprint and plan for your custom Nexark Pulse™ system.
• Phase 3: Activation: A project-based engagement to build, develop, and implement your custom Nexark Pulse™ system, including its interface and automation engine, based on the signed-off Diagnostic blueprint.
• Phase 4: Vitality Partnership: A tiered monthly retainer service where we act as your Fractional CTO for Operations, providing proactive monitoring, ongoing system optimization, and strategic guidance.

Each phase will be governed by a separate Statement of Work (SOW) or proposal that details the scope, deliverables, timeline, and fees.

2. Client Responsibilities

To ensure a successful partnership, you agree to:

• Provide accurate and complete information regarding your business operations.
• Make key personnel available for workshops, meetings, and feedback sessions.
• Provide timely review and approval (sign-off) of deliverables, including the "Diagnostic" blueprint.
• Fulfill your payment obligations as outlined in each SOW.

3. Fees and Payment

Fees for services will be specified in the corresponding proposal or SOW.

• The "Diagnostic" is a paid, fixed-scope engagement.
• The "Activation" is a project-based engagement.
• The "Vitality Partnership" is a recurring monthly retainer.
• All invoices are due and payable upon receipt unless otherwise specified. Late payments may result in a suspension of services.

4. Intellectual Property

• Pre-existing IP: Each party retains ownership of its pre-existing intellectual property.
• Nexark IP: We retain ownership of all our proprietary methodologies, frameworks, software libraries, and the core engine technology of the Nexark Pulse™ system ("Nexark IP").
• Client IP & License: Upon full payment for the "Activation" phase, you, the Client, will own the custom-built interface and specific configurations developed exclusively for your use ("Client IP"). We grant you a perpetual, non-exclusive, non-transferable license to use the underlying Nexark IP solely as an integrated part of your Nexark Pulse™ system for your internal business operations. You may not resell, sublicense, or otherwise transfer this license.

5. Confidentiality

Both parties agree to treat all non-public information received from the other party as confidential. This includes, but is not limited to, business processes, financial data, client lists, and technical specifications. This obligation of confidentiality will survive the termination of our engagement.

6. Term and Termination

Either party may terminate the "Vitality Partnership" retainer with [e.g., 30] days' written notice. Termination of project-based work ("Diagnostic," "Activation") will be governed by the terms specified in the applicable SOW. Upon termination, you agree to pay for all services rendered and expenses incurred up to the date of termination.

7. Limitation of Liability

To the maximum extent permitted by law, Nexark shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, resulting from your engagement of our services. Our total liability for any claim arising out of or relating to these Terms or our services is limited to the amount of fees you paid to us in the [e.g., three (3)] months immediately preceding the event giving rise to the claim.

8. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of law principles.

9. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of any changes by posting the new Terms on our website.

10. Contact Us

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