1. Agreement
These Terms of Service (the “Terms”) govern your access to and use of the mov\u00f3 platform and related services (collectively, the “Services”) provided by Fricktionless Corp., a Delaware corporation (“Fricktionless,” “we,” or “us”). By accessing or using the Services, you (“Customer” or “you”) agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization and “you” refers to that organization.
2. Nature of the Services
The Services provide operating intelligence, analytical output, and decision-support artifacts generated from data you provide and from publicly available sources. Every numerical claim surfaced by the Services is labeled with a source, a date, and a verification tier (observed, modeled, or inferred).
The Services do not make unsupervised decisions on your behalf. Human judgment is architectural: every output is intended for review and interpretation by you and your authorized operators. We do not represent that the output constitutes investment advice, medical advice, legal advice, or any other form of professional advice requiring licensure. You remain responsible for all decisions made using the Services.
3. Accounts and Access
You are responsible for maintaining the confidentiality of your account credentials, for all activity that occurs under your account, and for immediately notifying us of any unauthorized use. We may suspend or terminate access to the Services if we determine in good faith that your use violates these Terms or presents a security risk.
4. Fees and Payment
Fees for the Services are set forth in the applicable order form, subscription agreement, or statement of work. Unless otherwise stated in writing, fees are due Net-15 from invoice date and are payable by ACH or wire transfer. Undisputed amounts not paid by the due date accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by applicable law.
5. Intellectual Property
The mov\u00f3 platform, its engines, scoring methodologies, source code, user interface, proof-layer architecture, and all related technology and methodology (collectively, “Provider IP”) are and remain the exclusive property of Fricktionless. No rights are granted to Customer other than the limited, non-exclusive, non-transferable, non-sublicensable right to use the Services during the applicable subscription term for Customer\u2019s internal business purposes.
Data you provide to the Services (“Customer Data”) remains your property. We make no claim of ownership over Customer Data and use it only to perform the Services for you. Output generated specifically from your Customer Data is licensed to you on a perpetual, non-exclusive basis for use in your business operations, subject to the Provider IP retention set forth in this Section.
6. Confidentiality
Each party agrees to maintain the confidentiality of the other party\u2019s non-public information disclosed in connection with the Services. Confidentiality obligations survive termination for a period of two (2) years, or longer for information that qualifies as a trade secret under applicable law. For prospective engagements, a separate Mutual Non-Disclosure Agreement may be executed; in the event of conflict, the NDA governs as to subject matter it addresses.
7. Data Protection and HIPAA
We maintain reasonable administrative, physical, and technical safeguards for Customer Data, including encryption in transit (TLS 1.2 or stronger) and at rest (AES-256 or equivalent), role-based access controls with least-privilege enforcement, and audit logging. We maintain a written information security program reviewed at least annually.
The standard Services do not include the processing of Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”). If an engagement expands in scope to require Fricktionless to create, receive, maintain, or transmit PHI on your behalf, the parties shall execute a separate Business Associate Agreement prior to any PHI being shared with Fricktionless. Absent a signed Business Associate Agreement, Customer shall not transmit PHI to the Services and warrants that data uploaded does not contain PHI.
8. Warranties and Disclaimers
We warrant that the Services will be performed in a professional and workmanlike manner in substantial accordance with the applicable order form or statement of work. We do not warrant that the Services will be uninterrupted, error-free, or that every conclusion derived from the Services will prove accurate in every circumstance; all outputs are intended to inform your judgment, not to substitute for it.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND FRICKTIONLESS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Limitation of Liability
EXCEPT FOR (A) BREACH OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, (C) WILLFUL MISCONDUCT, AND (D) AMOUNTS DUE AND OWING, EACH PARTY\u2019S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA.
10. Indemnification
Fricktionless shall defend, indemnify, and hold Customer harmless from third-party claims alleging that the mov\u00f3 platform as delivered infringes a valid U.S. patent, copyright, or trademark, subject to prompt written notice, reasonable cooperation, and Fricktionless\u2019s sole control of the defense and settlement. Customer shall defend, indemnify, and hold Fricktionless harmless from third-party claims arising from Customer\u2019s use of output generated from Customer Data, Customer\u2019s breach of these Terms, or data provided by Customer that Customer did not have the right to provide.
11. Termination
Either party may terminate these Terms for convenience on thirty (30) days’ written notice. Either party may terminate immediately upon written notice for material breach not cured within thirty (30) days of written notice. Upon termination, Customer shall cease using the Services, and Fricktionless will return Customer Data in a mutually agreed format within thirty (30) days and delete remaining copies except those retained in ordinary-course backups or as required by applicable law.
12. Governing Law and Dispute Resolution
These Terms shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles. Any action arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in Montgomery County, Pennsylvania. The parties waive any right to a jury trial.
13. Changes to These Terms
We may update these Terms from time to time. Material changes will be communicated to active customers by email at least thirty (30) days before taking effect. Continued use of the Services after the effective date of revised Terms constitutes acceptance.
14. Contact
Questions about these Terms should be directed to legal@fricktionless.com.