Terms of Service

Relationship of Parties
1. Consultant is providing the Services as an independent business and is customarily engaged in the business of providing services.
2. Consultant shall be responsible for hiring, firing and supervising the personnel providing the Services hereunder.
3. Subject to These Terms Consultant, and not Client, shall determine the manner and means by which Consultant performs the Services, the location of the performance of the Services and the schedule on which the Services are performed.
4. Unless otherwise specified in a Statement of Work, Consultant shall be responsible for providing all necessary supplies, materials and equipment required for the performance of the Services.
5. Consultant agrees to comply with all rules and procedures for accessing and using Client’s premises and equipment, including those related to safety and security.
6. Notwithstanding any provision hereof, each party shall be and act as an independent contractor and not a partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract.
7. Consultant shall bear sole responsibility for all acts and omissions of Consultant’s personnel.
8. Consultant shall bear sole responsibility for payment of compensation to its personnel.
9. Consultant shall withhold (if applicable), pay and report, for all personnel assigned to the Services, federal, state and local income tax withholding, social security taxes, employment head taxes, unemployment insurance, and any other taxes or charges applicable to such personnel.
10. Consultant shall bear sole responsibility for any health or disability benefits, retirement benefits, or welfare, pension or other benefits (if any) to which such personnel may be entitled.
11. Consultant agrees to defend, indemnify, and hold harmless Client, Client’s officers, directors, employees and agents, affiliates, any benefit plan sponsored by Client, and any fiduciaries or administrators of any such benefit plan, from and against any claims, liabilities, or expenses relating to any claim by Consultant’s personnel for compensation, tax, insurance, or benefits from Client or any benefit plan sponsored by Client
Payment
1. Unless agreed in a statement of work payment is to be made in advance through the Consultant’s website.
2. The Client agrees to authorize the Consultant to withdraw fees from their bank account via ACH, or charge any credit card provided.
3. In the event any expenses to be paid by the client are incurred in the delivery of a specific statement of work (including but not limited to travel, lodging, hosting, licensing, etc), the Consultant will submit an invoice electronically to the address below 15 days before attempting to charge the client.
4. In the event the Consultant is not able to withdraw Client funds or submit a charge to a Client credit card, the Consultant will notify the Client, and the Client agrees to pay any unpaid balance within 30 days of electronic receipt of the original invoice to the address below.
5. The Client understands that beginning the later of the 31st day after receipt of the initial invoice, or the receipt of a second past due invoice, that interest will begin to accrue on any unpaid balance at a rate of 1.5% per month
6. Interest will accrue pro-rata, per diem, and compound monthly.

As an example, an initial invoice of $100 would accrue one day’s interest (1/30th of 1.5%, or $0.05) every day it is late for the first month. The second and all subsequent months’ interest would be calculated on the principal, plus the preceding months’ interest, (e.g. Month 2 accrues $1.52, Month 3 accrues $1.55, etc…)

Equity compensation – The Consultant regularly accepts equity in lieu of cash. In such cases, a separate addendum will be approved to these terms. This addendum must include the specific security, its registration status, any restrictions on transferability, the number of such security, their valuations at the last 409A and funding event, the total number and type of all outstanding securities of the Client, any strike price, or execution costs, and how much cash is being offset for their receipt.
In no case does the receipt of equity or securities in excess of an outstanding balance entitle the Client to any obligation of either a cash refund or continued work.
All payments are non-refundable, and all equity vests immediately on receipt.

Assignment of Work
1. The Consultant has the unlimited right to subcontract any portion of the statement of work to anyone anywhere in the world, unless specified in an SOW and required by law for a specific national security or privacy purpose.
2. The Client understands the Consultant does not own its own data centers, fiber, or other physical infrastructure, and that data processing will be done by other providers at other physical locations, a list of which providers are used in service of the Client can be made available by the Consultant to the Client upon request with 15 days notice.
3. The Client understands that such subcontracting may be in violation of applicable regulations, and agrees to indemnify and hold the Consultant harmless for such violations, especially in such cases where the Consultant was either unaware of an applicable regulation, or specifically warned the client that a risk of such violation existed.
4. The Client understands that some work must be subcontracted either by law or feasibility, including but not limited to independent audits, penetration testing, legal, accounting, securities advice, or engineering of a type and in a jurisdiction that requires a license the Consultant does not possess.
5. The Consultant frequently employs foreign nationals, international corporations, and generally operates globally. The Client understands this, and will make the Consultant aware of any restrictions on foreign operations inherent in their business, service, or jurisdiction.
Warranty
1. The Consultant provides their services “as-is”.
2. The Consultant regularly relies on 3rd Party vendors like Github, GitLab, Google, Microsoft, or Amazon to host and execute code. In the event of a failure by one of those organizations, the Client understands that there is nothing the Consultant can do to retrieve lost data, and that the Consultant can in no way be held liable for any costs incurred in such an event.
3. The Consultant will make best efforts to choose or recommend vendors that are reputable and reliable, but will always defer to the choices of the Client where feasible. Ultimately the Client is responsible for any failure of vendors that they select.
4. No warranties are made to the license rights of any open-source software or the dependencies thereof.
5. The Consultant will make a best effort to review the first order dependencies included in or recommended by their employees, but the Client understands that such an evaluation is at best a point in time snapshot, and cannot guarantee that license terms of future versions of libraries will not change.
Confidentiality
1. Trade Secrets
  1. Both parties mutually agree to hold all trade secrets learned regarding the others business in confidence, and not to disclose them except as required by law.
2. Nature of Relationship
  1. The Consultant agrees not to disclose the specific nature of their relationship with the Client to any party except where authorized in writing by the Client or compelled by a court order.
3. This confidentiality will be maintained by both parties for period of at least 3 years.
Promotional Rights
1. By engaging the Consultant, the Client agrees to allow the Consultant to use their name, likeness, logo, and other intellectual property for the limited purpose of promoting the consultant’s business.
2. The Client understands that they have no legal right, real or imagined, to prevent the Consultant from acknowledging that they have done work for the client in any context, public or private.
Ownership and Rights:
1. The Client owns any IP (“Client IP”) that the Consultant creates, or helps create, during the term of their engagement, within the scope of a statement of work (SOW), except as excluded below. This is regardless of the time of day the Consultant did the work or whether or not the Consultant used Client hardware.
2. The Client does not own but has a perpetual, irrevocable, non-exclusive, transferable, sub-licensable, right to use:
  1. Any contributions made by the Consultant to any open-source project existing at least 3 months prior to the engagement with the Client, including but not limited to:
    1. The GNU Software Foundation
    2. The Python Foundation
    3. The Chromium Project
  2. Any contributions made to the following standards bodies:
    1. The Internet Engineering Task Force (IETF)
    2. The Institute of Electrical and Electronic Engineers (IEEE)
    3. The European Computer Manufacturers’ Association (ECMA)
    4. The American National Standards Institute (ANSI)
  3. Any contributions made under this section may have their rights limited by the receiving organization. This clause supersedes any rights conferred above, regardless of how applicable any contribution may be to any statement of work.
3. The Client does not own and has a limited individual, non-transferable right to use:
  1. Any utilities, macros, or local environment modifications the Consultant makes to any tools they use in their work for the client.
  2. Any code created for other clients that may be reused in the form of design patterns.
  3. Any applications or inventions developed for the Consultant to improve their workflow, quality of life, or the community at large that are not for the primary purpose of a statement of work
4. The Client does not own and has no right to:
  1. Intellectual Property developed during the engagement for another client except as highlighted in 1(c)ii above.
  2. Intellectual Property developed by the consultant for one of its proprietary projects including but not limited to:
    1. Discobridge – An application for linking enterprise chat environments
    2. StartupOS – An application for generating and monitoring the solvency and performance of small businesses
    3. Beyvi – A blockchain technology for publishing credit reports and enabling crowdfunded lending and investment
    4. The Aylus, LTD marketing site at ayl.us
    5. Any and all video or board games, whether or not associated with the Consultant’s BusyBug Games brand.
    6. Training Curriculum for employees or clients
    7. Artistic, fictional, or creative works.
Notice
1. Notice will be sent to the Client’s email address provided when they registered their account.
2. The Client will send all notices to legal@ayl.us
3. The Consultant will not accept physical delivery of any notice except as required by law.
Termination
1. Either party may terminate this service at any time by providing 10 days notice through the methods above.
2. The Consultant agrees not to terminate service except for:
  1. Illegal activity on the part of the Client
  2. A court order
  3. Actions on the part of the Client that jeopardize the Consultant’s reputation or ability to attract or retain clients
  4. Nonpayment on the part of the Client
  5. Force Majeure – any change in the environment or the business of either party that would make continuing to provide service to the Client unreasonably burdensome or unprofitable to the Consultant. This is included but not limited to, threats against the Consultant by either the Client or a 3rd party that the Consultant reasonably believes as both credible and originating from their work on behalf of the Client,
3. In the event of termination, the Consultant will immediately discontinue any 3rd party services it is providing to the Client.
4. The Client understands that all data will be immediately and irrevocably lost that has not been previously backed up. This includes code, databases, files, images, or anything else hosted or stored on the Consultant’s owned or rented computers, servers, or devices.
5. The Consultant will send a final invoice to the Client, and attempt to charge the client via the provided payment method as described in Section 2
Miscellaneous
1. The failure of either party to enforce its rights under these terms at any time for any period shall not be construed as a waiver of such rights.
2. No changes or modifications or waivers to these terms will be effective unless in writing and signed by both parties.
3. In the event that any provision of these terms shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these terms shall otherwise remain in full force and effect and enforceable.
4. These terms shall be governed by and construed in accordance with the laws of the state of New York without regard to the conflicts of laws provisions thereof. Any legal action or proceeding relating to these Terms shall be brought exclusively in the state or federal courts located in New York County, New York, and each party consents to the jurisdiction thereof.
5. The Client agrees that the Company may at its sole discretion and for its own convenience, within the bounds of law, choose to relocate any proceedings to any other United States jurisdiction at any time it is permitted by a court.
6. In any action or proceeding to enforce rights under these terms, the prevailing party will be entitled to recover costs and attorneys’ fees.
7. Headings herein are for convenience of reference only and shall in no way affect interpretation of these Terms.
8. The Client waives all right to injunctive relief except as required by statute.
9. These Terms constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter described herein.