Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Dooder Digital LLC (“Dooder Digital,” “we,” “us,” or “our”) governing your use of our website located at www.dooder.ai and our AI consulting services.

By accessing our website or engaging our services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access our website or use our services.

2. Services Description

Dooder Digital provides AI consulting and digital transformation services, including but not limited to:

• AI strategy consulting and roadmap development
• Intelligent automation implementation
• AI-driven analytics and insights
• Cloud optimization and infrastructure design
• Change management and organizational alignment
• AI governance and compliance advisory
• Custom AI solution development

Specific services, deliverables, timelines, and fees will be outlined in individual Statements of Work (SOWs) or service agreements executed between Dooder Digital and the Client.

3. Eligibility

You must be at least 18 years of age to use our services. By using our website and services, you represent and warrant that you:

• Are at least 18 years old
• Have the legal authority to enter into these Terms
• Have the authority to bind your organization (if applicable)
• Will provide accurate and truthful information

4. Service Engagement Process

4.1 Initial Consultation

We offer a free initial consultation to discuss your business needs and explore how our services can help. This consultation does not obligate either party to enter into a formal engagement.

4.2 Statement of Work

Formal engagements require a signed Statement of Work (SOW) that specifies:

• Project scope and deliverables
• Timeline and milestones
• Fees and payment terms
• Client responsibilities and requirements
• Acceptance criteria

4.3 Service Modifications

Any modifications to the agreed scope, timeline, or fees must be documented in writing and signed by both parties. We reserve the right to adjust fees if the Client requests changes that materially expand the project scope.

5. Fees and Payment Terms

5.1 Fees

Service fees are specified in the applicable SOW. Unless otherwise agreed, fees are based on:

• Fixed project fees
• Time and materials (hourly rates)
• Retainer arrangements
• Value-based pricing

5.2 Payment Terms

Unless otherwise specified in the SOW:

• Invoices are due within 30 days of the invoice date
• A deposit may be required before work commences
• Milestone payments may be invoiced upon completion of project phases
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law

5.3 Expenses

Unless otherwise agreed, the Client is responsible for reimbursing pre-approved out-of-pocket expenses, including travel, accommodation, and third-party software licenses required for the project.

5.4 Taxes

All fees are exclusive of applicable taxes. The Client is responsible for all sales, use, value-added, and other taxes associated with the services, excluding taxes based on Dooder Digital's income.

6. Client Responsibilities

To ensure successful project delivery, the Client agrees to:

• Provide timely access to systems, data, and personnel as needed
• Designate a primary point of contact with decision-making authority
• Provide accurate and complete information
• Review and approve deliverables in a timely manner
• Secure necessary internal approvals and resources
• Comply with all applicable laws and regulations
• Maintain appropriate data backups

Dooder Digital is not responsible for delays or performance issues resulting from Client's failure to fulfill these responsibilities.

7. Intellectual Property Rights

7.1 Client-Specific Deliverables

Upon full payment of all fees, Client receives ownership of custom deliverables created specifically for Client under the SOW, including:

• Custom strategies and roadmaps
• Client-specific documentation
• Custom-developed code and configurations

7.2 Dooder Digital IP

Dooder Digital retains all rights to:

• Pre-existing methodologies, frameworks, and tools
• Generalized knowledge and experience gained
• Reusable code libraries and templates
• Proprietary processes and best practices

7.3 Third-Party Software

Third-party software, tools, and platforms used in delivering services are subject to their respective license agreements. Client is responsible for obtaining necessary licenses.

7.4 Client Data and Materials

Client retains all rights to data, materials, and intellectual property provided to Dooder Digital. Client grants Dooder Digital a non-exclusive license to use Client materials solely for the purpose of delivering services.

8. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information disclosed during the engagement. Confidential information includes:

• Business strategies and plans
• Technical information and trade secrets
• Financial information
• Customer data and proprietary processes

This obligation survives termination of the engagement and does not apply to information that: (a) is publicly available, (b) was known prior to disclosure, (c) is independently developed, or (d) must be disclosed by law.

For sensitive engagements, we will execute a separate Non-Disclosure Agreement (NDA) upon request.

9. Warranties and Disclaimers

9.1 Service Warranty

Dooder Digital warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. If services fail to meet this standard, our sole obligation is to re-perform the deficient services at no additional charge.

9.2 Disclaimer of Warranties

10. Limitation of Liability

These limitations apply regardless of the legal theory upon which the claim is based (contract, tort, negligence, strict liability, or otherwise).

11. Indemnification

Client agrees to indemnify, defend, and hold harmless Dooder Digital, its officers, employees, and contractors from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Client's use of our services
• Client's violation of these Terms
• Client's violation of applicable laws or regulations
• Client's infringement of third-party rights
• Inaccurate information provided by Client

12. Termination

12.1 Termination for Convenience

Either party may terminate an engagement for convenience with 30 days' written notice. Client remains responsible for:

• All fees for work performed through the termination date
• Non-cancelable expenses incurred
• Any early termination fees specified in the SOW

12.2 Termination for Cause

Either party may terminate immediately for cause if the other party:

• Materially breaches these Terms and fails to cure within 15 days of written notice
• Becomes insolvent or files for bankruptcy
• Engages in fraudulent or illegal activities

12.3 Effect of Termination

Upon termination:

• Client must pay all outstanding fees and expenses
• Dooder Digital will deliver work completed through termination date
• Confidentiality obligations continue
• Sections related to payment, intellectual property, liability, and dispute resolution survive termination

13. Dispute Resolution

13.1 Good Faith Negotiation

Before pursuing formal dispute resolution, both parties agree to attempt to resolve disputes through good-faith negotiations.

13.2 Mediation

If negotiation fails, the parties agree to attempt mediation before pursuing litigation or arbitration.

13.3 Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Illinois, without regard to conflict of law principles. Any legal action must be brought in the state or federal courts located in Cook County, Illinois.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any SOW, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

14.2 Amendments

We may update these Terms from time to time. Material changes will be communicated to active clients. Continued use of services after changes constitutes acceptance of the updated Terms.

14.3 Assignment

Client may not assign or transfer these Terms without our prior written consent. Dooder Digital may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.4 Independent Contractors

The relationship between Dooder Digital and Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

14.5 Force Majeure

Neither party is liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

14.6 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

14.7 Waiver

Failure to enforce any right or provision does not constitute a waiver of that right or provision.

14.8 Notices

All notices must be in writing and sent to the addresses specified in the SOW or to:

15. Use of Website

You agree not to:

• Use the website for any unlawful purpose
• Attempt to gain unauthorized access to our systems
• Introduce viruses, malware, or harmful code
• Collect information about other users
• Impersonate any person or entity
• Interfere with the proper functioning of the website
• Scrape or harvest data without permission

16. Contact Us

If you have questions about these Terms of Service, please contact us: