Terms of Service

1. Acceptance of Terms

By accessing or using wyzie.io (the "Site") or engaging Wyzie for consulting or development services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms in their entirety, you must not use the Site or engage our Services. These Terms apply to all visitors, prospective clients, and clients engaging Wyzie for any work.

2. Description of Services

Wyzie is a technology solutions company offering bespoke software development, open source development, and technology consulting and custom development services. This Site serves as a marketing and contact surface for those Services. We reserve the right to modify, expand, or discontinue any offered Service at any time without notice.

3. Consulting Engagements

Any consulting or custom development engagement is governed by the specific written agreement or statement of work ("SOW") entered into between you and Wyzie. In the absence of a signed SOW, these Terms apply as the default agreement. You acknowledge that:

• Pricing, deliverables, timelines, and payment schedules are agreed upon in writing prior to commencement of work.
• Payments due under any engagement are non-refundable once the corresponding work has been delivered or the relevant milestone has been reached, unless otherwise agreed in writing.
• Scope changes requested after commencement may be subject to additional fees and revised timelines, to be agreed in writing.

4. Intellectual Property

All content, trademarks, logos, and other intellectual property displayed on this Site are the exclusive property of Wyzie or its licensors. Unless otherwise agreed in a signed SOW, work product produced under a consulting engagement is owned by Wyzie until full payment has been received, at which point ownership transfers to the client as specified in the SOW. Open source projects published by Wyzie are licensed under their respective stated licenses (e.g., MIT). No other license is granted by these Terms.

5. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party during a consulting engagement, including but not limited to business plans, technical specifications, pricing, and proprietary methodologies ("Confidential Information"). Confidential Information shall not be disclosed to any third party or used for any purpose other than performing the engagement, except with the disclosing party's prior written consent or as required by law. This obligation survives termination of the engagement for a period of two (2) years.

6. Termination

Either party may terminate a consulting engagement by providing fourteen (14) days' written notice to the other party. In the event of termination:

• The client shall pay for all work completed and expenses incurred up to the effective date of termination.
• Wyzie shall deliver all completed or in-progress work product for which payment has been received.
• Either party may terminate immediately if the other party materially breaches these Terms or a signed SOW and fails to cure the breach within seven (7) days of written notice.

Wyzie reserves the right to suspend or terminate access to this Site at any time, with or without cause, and without prior notice.

7. Acceptable Use of This Site

You agree not to use this Site in any way that:

• Violates any applicable local, national, or international law or regulation.
• Attempts to scrape, crawl, or extract content from this Site in an automated or unauthorized manner.
• Transmits spam, unsolicited commercial communications, or abusive content via our contact channels.
• Impersonates Wyzie or any of its representatives.

8. Third-Party Links

This Site contains links to third-party websites (including GitHub, npm, and our documentation site). These links are provided for convenience only. Wyzie does not control and is not responsible for the content, privacy practices, or availability of any third-party site. Accessing linked sites is at your own risk.

9. Disclaimer of Warranties

THIS SITE AND ALL CONTENT HEREIN IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We do not warrant that this Site will be uninterrupted, error-free, or free of viruses or other harmful components.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WYZIE AND ITS OPERATORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THIS SITE OR OUR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless Wyzie and its operators from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with your use of this Site, your violation of these Terms, or your infringement of any third-party rights.

12. Modifications to Terms

We reserve the right to update or modify these Terms at any time. Changes will be posted on this page with an updated "Last updated" date. Continued use of the Site after any such changes constitutes your acceptance of the new Terms. It is your responsibility to review these Terms periodically.

13. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the United States of America, without regard to conflict-of-law principles. By using the Site, you consent to personal jurisdiction in the United States. Any dispute arising under these Terms shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute remains unresolved, it shall be submitted to binding arbitration administered under the rules of the American Arbitration Association (AAA). The seat of arbitration shall be New York, New York, USA. Proceedings will be conducted in the English language, with any resulting award being final and enforceable in any court of competent jurisdiction. You agree that all proceedings shall be conducted on an individual basis; you expressly waive any right to participate in a class action, consolidated arbitration, or any other representative proceeding.

14. Age Requirements

You must be at least 13 years of age to use this Site. By using the Site, you represent and warrant that you meet this minimum age requirement. We do not knowingly permit individuals under the age of 13 to access the Site. If we become aware that a user is under 13, we will immediately disable their access and delete any associated personal data.

15. Force Majeure

Wyzie shall not be liable for any failure or delay in the performance of Services resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, civil unrest, terrorism, government action, changes in law, internet or telecommunications outages, third-party infrastructure failures, power failures, or any other event outside our reasonable control. Our obligations under any engagement are suspended for the duration of such an event and we will use reasonable efforts to resume normal service as promptly as practicable.

16. Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed from the Terms entirely if modification is not possible. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

17. No Waiver

No failure or delay by Wyzie in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent or continuing breach.

18. Entire Agreement

These Terms of Service, together with our Privacy Policy, constitute the entire agreement between you and Wyzie with respect to your use of this Site. They supersede all prior and contemporaneous agreements, representations, warranties, and understandings relating to the subject matter hereof. Any engagement for consulting or development services is additionally governed by the applicable signed SOW.

19. Contact

If you have questions about these Terms, please contact us at [email protected] or via our contact page.