Terms of Service & Engagement Agreement

2. SCOPE OF SERVICES & CONTRACTUAL TIERS

Generative Intellectual provides high-tier digital engineering, brand architecture, intellectual property structuring, custom web application development, and workflow tooling. Services are offered via modular packages and custom enterprise contracts:

• Package 1 (Foundation Brand & Single-Page Site): Core brand identity assets (logo, business cards, brand book, email signature), one-page branded web architecture, domain connection, booking integrations, contact forms, automated emails, and designated revision passes.
• Package 2 (Enhanced Brand & Multi-Page Platform): Expanded brand guidelines, 1 year hosting provision, 5-page site architecture, payment link integrations, automated communications, and designated revision passes.
• Package 3 (Enterprise Solutions & App Development): Custom full-stack software development, autonomous AI engine integrations, database architecture, multi-platform cloud stacks, and milestone-governed sprints.
• Contracted Add-ons: Ongoing site maintenance, emergency response retainers, technical consulting billed on an hourly basis, and additional page/funnel expansions.

3. ACCOUNT REGISTRATION, ACCESS CREDENTIALS, AND AUTHENTICATION

Upon submission of an onboarding questionnaire, an account profile is provisioned. Initial access is granted via a temporary access passcode.

You are required to establish a secure permanent password upon first authentication before portal command access is unlocked. You are solely responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized access or security compromise.

4. ELECTRONIC SIGNATURES AND LEGAL BINDING EFFECT (ESIGN & UETA)

All Master Services Agreements, Scopes of Work, Deliverable Sign-offs, and Addenda executed via the Generative Intellectual Portal utilize electronic signatures pursuant to the United States Electronic Signatures in Global and National Commerce Act (ESIGN, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA).

5. DELIVERABLE PIPELINE, DOWNLOAD TRACKING, AND MILESTONE ACCEPTANCE

Our production operations adhere to a sequential stage-gate delivery process:

• Stage Progression: Project milestones (e.g., Brand Identity, UI Architecture, Live Deployment) are released sequentially in the Client Portal.
• Download Tracking: When you download deliverable assets, our system logs download event timestamps and file version records. This audit record serves as conclusive proof of asset delivery.
• Milestone Review Window: Client has five (5) business days following deliverable publication to either accept the deliverable or submit a consolidated revision brief within contracted revision allocations.
• Finality of Acceptance: Clicking "Accept Deliverable" in the portal constitutes irrevocable milestone sign-off, authorizing final invoicing and unlocking subsequent project stages.

6. REVISIONS GOVERNANCE AND OUT-OF-SCOPE WORK

Contracted packages include a fixed number of revision passes (e.g., 2 passes for Package 1, 3 passes for Package 2) as explicitly stated in the service agreement.

A single "revision pass" consists of one consolidated, itemized list of feedback submitted during the designated stage review window. Incremental or piecemeal feedback requests consume separate revision passes. Any modifications requested after milestone acceptance or exceeding the contracted revision quota will be billed at the designated out-of-scope post-deliverable hourly rate ($150.00 to $200.00 per hour, as pinned to your client profile) upon mutual written authorization.

7. INTELLECTUAL PROPERTY RIGHTS & OWNERSHIP TRANSFER

Our intellectual property framework establishes clear ownership rights:

• Client Deliverables Ownership: Upon full and final settlement of all contracted fees and invoices, Client receives full, exclusive copyright ownership of custom brand logos, custom graphic assets, bespoke copy, and unique frontend code developed specifically for Client.
• Company Background IP: Generative Intellectual retains all right, title, and interest in proprietary frameworks, reusable software libraries, backend architectures, custom tooling logic, boilerplates, and pre-existing code modules ("Background IP"). Company grants Client a perpetual, non-exclusive, royalty-free license to utilize such Background IP as embedded within the completed deliverable.
• Client Materials Warranty: Client warrants that all text, images, trademarks, and datasets supplied to Company do not infringe upon any third-party intellectual property or privacy rights.

8. BILLING, RECURRING SUBSCRIPTIONS, AND PAYMENT GOVERNANCE

8.1 Currency and Payment Processing Security

All contracted service fees, project deposits, milestone balances, add-on rates, and recurring subscription fees are quoted and charged exclusively in United States Dollars ($USD) unless expressly agreed in writing. All electronic payment transactions are routed securely through certified PCI-DSS Level 1 compliant payment processing gateways. Sensitive payment card numbers and cardholder credentials are tokenized and transmitted via industry standard TLS encryption directly to the payment gateway. We do not store raw credit card numbers or security codes on our internal servers.

8.2 Project Launch Deposits and Milestone Invoicing

Unless an alternate milestone structure is stipulated in an executed Master Services Agreement or Scope of Work, contracted digital engineering packages and custom developments require a fifty percent (50%) initial project launch deposit due upon agreement execution prior to project kickoff. This deposit reserves dedicated engineering, brand design, and development capacity. Because production kickoff involves immediate allocation of proprietary resources and specialized labor, the project launch deposit is non-refundable once production kickoff commences. The remaining fifty percent (50%) balance is due upon formal milestone acceptance or deliverable completion.

8.3 Recurring Subscription Services and Auto-Renewal

Ongoing services, including Site Maintenance, Emergency Response Retainers, and recurring cloud hosting allocations, are provided on a recurring subscription basis (billed monthly on a recurring 30-day billing cycle or annually as designated in your order). By enrolling in a recurring subscription tier, you authorize our certified payment gateway to automatically charge your authorized default payment method on file on the recurring renewal date of each billing period until formally cancelled.

8.4 Subscription Cancellation and Termination Procedures

You may cancel recurring maintenance or subscription services at any time directly through the billing settings within your Client Command Portal, or by submitting written cancellation notice via email to billing@generativeintellectual.com at least forty-eight (48) hours prior to your scheduled renewal date. Upon cancellation, your recurring subscription will remain active until the conclusion of your current paid billing period, after which no further recurring charges will be initiated. There are zero cancellation penalties or early termination fees.

8.5 Refund Policy and Payment Disputes

Except as expressly provided in an executed Scope of Work: (a) initial project launch deposits are non-refundable once engineering kickoff begins; (b) milestone payments accepted via formal deliverable sign-off in the portal are final and non-refundable; and (c) recurring monthly subscription fees are non-refundable for partial or elapsed billing periods once renewed. If you believe an erroneous charge has occurred, you agree to contact Company billing operations at billing@generativeintellectual.com to seek an immediate resolution prior to initiating a formal chargeback or payment dispute with your card issuer.

8.6 Invoicing Schedules, Net Terms, and Default Remedies

Invoices issued on extended net terms (Net-7, Net-10, Net-15, or Net-30 days) must be settled within the designated timeframe. Invoices past due beyond the stated grace period accrue late interest at the rate of 1.5% per month (18% per annum) or the maximum legal rate permissible by applicable law, plus all reasonable collection and legal expenses incurred by Company. Company reserves the right to pause deliverable production, withhold asset release, or suspend live hosting operations for accounts in payment default.

9. CONFIDENTIALITY AND NON-DISCLOSURE

Both parties agree to hold in strict confidence all proprietary technical information, business specifications, financial data, unreleased creative concepts, and intake questionnaire data disclosed during the engagement. Confidential Information shall not be disclosed to any third party without prior written consent, except to authorized employees, contractors, and legal advisors bound by equivalent confidentiality obligations.

10. WARRANTIES DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IN A WRITTEN SERVICE AGREEMENT, OUR PLATFORMS, CODEBASES, ADVISORY SERVICES, AND DELIVERABLES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR UNINTERRUPTED ERROR-FREE OPERATION.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE UNITED STATES AND INTERNATIONAL LAW, IN NO EVENT SHALL GENERATIVE INTELLECTUAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA LOSS, BUSINESS INTERRUPTION, OR THIRD-PARTY CLAIMS, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OUR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE AGGREGATE TOTAL LIABILITY OF GENERATIVE INTELLECTUAL FOR ANY CLAIM ARISING UNDER THESE TERMS OR ANY ENGAGEMENT SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CLIENT TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. INDEMNIFICATION

Client agrees to defend, indemnify, and hold harmless Generative Intellectual and its affiliates from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client-provided content or assets; (b) Client's breach of these Terms or applicable laws; or (c) Client's operation of its digital commercial business following deliverable handoff.

13. GOVERNING LAW, BINDING ARBITRATION, AND CLASS ACTION WAIVER

These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without giving effect to conflict of laws principles.

Any controversy or claim arising out of or relating to these Terms or our services shall be resolved through final and binding confidential arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. YOU AGREE THAT ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS AND EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

14. SEVERABILITY, MODIFICATION, AND LEGAL INQUIRIES

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

For questions regarding these Terms of Service or to request official contractual clarification, contact our legal governance and billing operations: