Legal
Terms of Service
Last updated: April 22, 2025
These Terms of Service govern your access to and use of the BitWeave website and any services provided by BitWeave. Please read them carefully before engaging our services or using our website. By accessing our website or engaging our services, you agree to be bound by these Terms.
1. Acceptance of Terms
By accessing or using the BitWeave website (bitweave.me) or engaging BitWeave for any consulting, development, or advisory services, you agree to be bound by these Terms of Service ("Terms"). If you do not agree with any part of these Terms, you must discontinue use of our website and services immediately. These Terms apply to all visitors, users, clients, and others who access or use our website or engage our services.
2. Services
BitWeave provides AI consulting, custom software development, web development, conversion rate optimization (CRO), data strategy, and related technology services ("Services") to business clients. The specific scope, deliverables, timelines, and pricing for any engagement are defined in a separate Statement of Work (SOW) or Service Agreement executed by both parties. In the event of a conflict between these Terms and a signed SOW, the SOW shall prevail.
3. Use of the Website
You agree not to use this website to: • Violate any applicable local, state, federal, or international law or regulation. • Transmit any unsolicited or unauthorized advertising or promotional material (spam). • Attempt to gain unauthorized access to any part of our systems or networks. • Engage in any conduct that restricts or inhibits anyone's use or enjoyment of the website. • Introduce malware, viruses, ransomware, or any other malicious code. • Scrape, crawl, or systematically extract data from the website without our prior written consent. We reserve the right to terminate or restrict your access to the website at our sole discretion, without notice, for any conduct that we believe violates these Terms or is harmful to other users, us, or third parties.
4. Intellectual Property
All content on this website — including but not limited to text, graphics, logos, icons, images, and software — is the property of BitWeave or its content suppliers and is protected by applicable US and international intellectual property laws, including the Copyright Act (17 U.S.C. § 101 et seq.) and the Lanham Act. Unless otherwise specified in a signed agreement: • Client deliverables — upon receipt of full payment, clients receive ownership of the custom work product created specifically for them under that engagement. • Pre-existing IP — any tools, frameworks, libraries, methodologies, or processes developed by BitWeave prior to or independently of an engagement remain the exclusive property of BitWeave. We grant clients a non-exclusive, royalty-free, perpetual license to use such pre-existing IP as incorporated into their deliverables. • Website content — you may not reproduce, distribute, or create derivative works from any content on this website without our express prior written permission.
5. Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information exchanged during an engagement ("Confidential Information"). Confidential Information includes, but is not limited to, business strategies, technical architecture, pricing, client lists, and any information designated as confidential in writing. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by applicable law, regulation, or court order, provided the receiving party gives prompt written notice to the disclosing party where permitted. These confidentiality obligations survive termination of any engagement for a period of three (3) years.
6. Payment Terms
Payment terms are defined in the applicable SOW or Service Agreement. Unless otherwise agreed in writing: • Invoices are due within thirty (30) days of the invoice date (Net 30). • Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. • BitWeave reserves the right to suspend work on any project where payment is overdue by more than fifteen (15) days after written notice. • Deposits paid are non-refundable unless BitWeave fails to commence work within the timeframe agreed in the applicable SOW. All fees are quoted and payable in US Dollars (USD).
7. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: • BITWEAVE'S TOTAL AGGREGATE LIABILITY TO ANY CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THAT CLIENT TO BITWEAVE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. • IN NO EVENT SHALL BITWEAVE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Nothing in these Terms excludes or limits liability for fraud, gross negligence, willful misconduct, or any other liability that cannot be excluded under applicable law.
8. Warranties and Disclaimers
BitWeave warrants that Services will be performed with reasonable care and skill in a professional manner consistent with industry standards and in material conformance with the agreed specifications. EXCEPT AS EXPRESSLY STATED ABOVE, OUR WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. We do not warrant that: (a) the website will be uninterrupted, timely, secure, or error-free; (b) any defects will be corrected; or (c) the website or the servers that make it available are free of viruses or other harmful components.
9. Indemnification
You agree to defend, indemnify, and hold harmless BitWeave and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the website or services in violation of these Terms; (b) your violation of any applicable law or regulation; or (c) your infringement of any third-party intellectual property or other rights.
10. Third-Party Links and Services
Our website may contain links to third-party websites or integrate third-party services. These links are provided for your convenience only and do not constitute an endorsement of any third party. BitWeave has no control over and assumes no responsibility for the content, privacy policies, or practices of third-party websites or services. We encourage you to review the terms and privacy policies of any third-party sites you visit.
11. Termination
Either party may terminate an engagement with thirty (30) days' written notice to the other party. In the event of termination: • The client shall pay BitWeave for all work completed and expenses incurred up to the effective date of termination, plus any non-cancelable third-party costs already committed. • BitWeave shall deliver all completed work product to the client upon receipt of full payment for work performed to date. BitWeave reserves the right to terminate any engagement immediately, without notice, for material breach of these Terms, including but not limited to non-payment.
12. Force Majeure
BitWeave shall not be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, acts of terrorism, civil unrest, governmental action, labor disputes, or internet or telecommunications infrastructure failures. BitWeave will provide prompt written notice of any force majeure event and resume performance as soon as reasonably practicable.
13. Dispute Resolution and Arbitration
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS. Informal Resolution: Before initiating any formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days following written notice of the dispute. Binding Arbitration: If a dispute cannot be resolved informally, it shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Wilmington, Delaware, or via videoconference by mutual agreement. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Class Action Waiver: YOU AND BITWEAVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. Exceptions: Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm, including with respect to intellectual property rights.
14. Governing Law
These Terms and any disputes arising out of or related to them or our services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Subject to the arbitration provision above, each party irrevocably consents to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any disputes not subject to arbitration.
15. Severability and Waiver
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. A waiver by either party of any breach or default of these Terms shall not be deemed a waiver of any subsequent breach or default.
16. Entire Agreement
These Terms, together with any applicable SOW or Service Agreement, constitute the entire agreement between you and BitWeave with respect to the subject matter herein and supersede all prior or contemporaneous agreements, representations, or understandings, whether written or oral.
17. Changes to These Terms
We reserve the right to update these Terms at any time. When we do, we will revise the "Last Updated" date at the top of this page. For material changes, we will provide at least 30 days' advance notice by email or by a prominent notice on our website. Your continued use of our website or services after the effective date of any changes constitutes your acceptance of the updated Terms.
18. Contact
If you have any questions about these Terms, please contact us at: BitWeave tyler@bitweave.me