Terms of Use

1. Agreement to Terms

By accessing or using the services provided by entropy forge ("Company," "we," "us," or "our"), you ("Client," "you," or "your") agree to be bound by these Terms of Use. If you do not agree to these terms, you may not access or use our services.

entropy forge provides custom software development, AI automation consultancy, agentic workflow implementation, and systems integration services. These terms govern all professional engagements, consultations, and deliverables provided by entropy forge.

2. Services Description

Our services include but are not limited to:

• Custom Software Development: Bespoke engineering solutions tailored to client specifications
• Agentic Workflows: Implementation of AI-driven autonomous systems capable of reasoning and decision-making
• Systems Integration: Architectural design and implementation connecting disparate technology platforms
• Automation Consultancy: Strategic guidance on operational efficiency through intelligent automation
• Technical Debt Remediation: Analysis and resolution of legacy system constraints

All services are provided on a project-by-project basis as defined in individual Statement of Work (SOW) agreements.

3. Intellectual Property Rights

3.1 entropy forge Proprietary Assets

The following remain the exclusive intellectual property of entropy forge:

• Forge Methodologies: Our proprietary frameworks, processes, and approaches to agentic workflow design and systems integration
• Internal Tools and Libraries: Pre-existing code libraries, development tools, and automation frameworks developed by entropy forge
• Documentation and Templates: Standard operating procedures, architectural patterns, and implementation templates
• Trade Secrets: Proprietary knowledge, techniques, and business processes that constitute our competitive advantage

3.2 Client-Specific Deliverables

Unless explicitly stated otherwise in a signed SOW or Master Services Agreement:

• Custom code developed specifically for a client project becomes the property of the client upon full payment
• Modifications or extensions of entropy forge proprietary tools remain our property, with the client receiving a perpetual, non-exclusive license to use such modifications
• Any work product incorporating entropy forge methodologies grants the client usage rights but not ownership of the underlying methodology

3.3 Joint Intellectual Property

Where client domain expertise combines with entropy forge technical implementation to create novel solutions, ownership will be explicitly defined in the governing contract. In the absence of such definition, joint ownership applies with both parties retaining rights to use the intellectual property.

4. Professional Advice Disclaimer

4.1 Nature of Services

entropy forge provides technical consultancy and engineering services. We do not provide:

• Legal advice regarding AI compliance or regulatory matters
• Financial advice or guarantees regarding return on investment
• Business strategy consulting beyond technical implementation considerations
• Insurance or indemnification against business losses

4.2 Autonomous AI Systems

Our agentic workflows are designed to operate with varying degrees of autonomy. By engaging our services, you acknowledge that:

• Autonomous Decision-Making: AI systems may make decisions without human intervention based on their training and operational parameters
• Unpredictable Outcomes: While engineered to high standards, AI systems may produce unexpected results in edge cases or novel scenarios
• Client Responsibility: The client retains ultimate responsibility for business decisions, including the decision to deploy autonomous systems in production environments
• No Liability for AI Decisions: entropy forge is not liable for business losses, reputational damage, or other consequences resulting from decisions made by deployed agentic systems, except in cases of gross negligence or willful misconduct in the engineering process

4.3 Testing and Validation

Clients are responsible for conducting appropriate testing, validation, and risk assessment before deploying any entropy forge deliverable in production environments. We provide technical implementation; clients provide business judgment regarding deployment timing and scope.

5. Acceptable Use Policy

5.1 Prohibited Activities

Clients and users of entropy forge systems may not:

• Use our services or deliverables for any illegal purpose or in violation of applicable laws and regulations
• Attempt to bypass, disable, or circumvent AI safety protocols, content filters, or security measures implemented in our systems
• Reverse engineer entropy forge proprietary methodologies or tools for the purpose of competitive replication
• Use our systems to generate, distribute, or facilitate harmful content including but not limited to: malware, disinformation campaigns, harassment tools, or systems designed to manipulate vulnerable populations
• Deploy agentic workflows in contexts where they may cause physical harm, violate privacy rights, or contravene established AI ethics guidelines
• Sublicense, resell, or redistribute entropy forge proprietary assets without explicit written authorization

5.2 AI Safety and Ethics Compliance

Clients agree to:

• Implement appropriate human oversight mechanisms for high-stakes autonomous decisions
• Maintain audit logs of agentic system activities as technically feasible
• Notify entropy forge of any discovered vulnerabilities or safety concerns in deployed systems
• Comply with all applicable AI regulations including but not limited to data privacy laws, algorithmic accountability requirements, and sector-specific AI governance frameworks

5.3 Enforcement

Violation of this Acceptable Use Policy may result in:

• Immediate termination of services without refund
• Revocation of licenses to use entropy forge proprietary assets
• Legal action to recover damages and enforce contractual obligations
• Notification to relevant regulatory authorities where legally required

6. Limitation of Liability

6.1 Maximum Liability Cap

To the fullest extent permitted by applicable law, entropy forge's total aggregate liability arising out of or related to any engagement shall not exceed the total fees paid by the client for the specific project or service giving rise to the liability, calculated over the twelve (12) month period preceding the claim.

6.2 Excluded Damages

In no event shall entropy forge be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Business interruption or operational downtime
• Costs of procurement of substitute services
• Damages arising from third-party claims related to client's use of deliverables

This exclusion applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if entropy forge has been advised of the possibility of such damages.

6.3 Exceptions to Limitations

The limitations in this section do not apply to:

• Liability arising from gross negligence or willful misconduct by entropy forge
• Violations of intellectual property rights
• Breaches of confidentiality obligations
• Matters that cannot be limited by law (such as personal injury caused by negligence)

6.4 Engineering Standards

entropy forge commits to providing services consistent with industry-standard engineering practices for AI and software development. Our liability is limited to re-performance of deficient services or refund of fees paid for such services, at our sole discretion.

6.5 Client Indemnification

Client agrees to indemnify and hold harmless entropy forge from claims arising from:

• Client's use of deliverables in violation of these Terms of Use
• Client's failure to implement recommended safety measures or oversight mechanisms
• Decisions made by client regarding deployment scope, timing, or operational parameters of agentic systems
• Third-party claims related to client's business operations or use of our deliverables

7. Confidentiality and Data Protection

7.1 Mutual Confidentiality

Both parties agree to maintain confidentiality of proprietary information exchanged during the engagement, subject to the terms of any executed Non-Disclosure Agreement (NDA).

7.2 Data Processing

Where entropy forge processes client data as part of service delivery:

• We act as a data processor, not a data controller
• Client retains ownership of all client data
• We implement industry-standard security measures to protect data
• Data processing terms are governed by our Data Processing Addendum (DPA) where applicable
• We comply with relevant data protection regulations including GDPR, CCPA, and successor legislation

7.3 AI Training Data

Unless explicitly agreed otherwise, client data will not be used to train entropy forge's internal AI models or incorporated into services provided to other clients.

8. Warranties and Disclaimers

8.1 Limited Warranty

entropy forge warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is valid for ninety (90) days from delivery of the specific deliverable.

8.2 Disclaimer of Other Warranties

8.3 AI System Characteristics

Client acknowledges that AI and machine learning systems:

• May produce different outputs for similar inputs due to probabilistic nature
• Require ongoing monitoring and potential retraining as data distributions shift
• May exhibit biases present in training data or operational environments
• Cannot guarantee 100% accuracy in all scenarios

9. Term and Termination

9.1 Term

These Terms of Use remain in effect for the duration of any active engagement and continue to govern rights and obligations that survive termination.

9.2 Termination for Convenience

Either party may terminate an engagement for convenience with thirty (30) days written notice, subject to payment obligations for work completed through the termination date.

9.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within fifteen (15) days of written notice
• Becomes insolvent or subject to bankruptcy proceedings
• Violates applicable laws or regulations in connection with the engagement

9.4 Effect of Termination

Upon termination:

• Client remains obligated to pay for all services rendered through the termination date
• entropy forge will deliver all completed work product in its then-current state
• Licenses to entropy forge proprietary assets terminate unless otherwise specified in the governing contract
• Confidentiality obligations survive indefinitely
• Sections 3 (Intellectual Property), 6 (Limitation of Liability), 8 (Warranties), and 11 (Dispute Resolution) survive termination

10. Modifications to Terms

10.1 Right to Modify

entropy forge reserves the right to modify these Terms of Use at any time to reflect:

• Changes in applicable laws and regulations, particularly evolving AI governance frameworks
• Updates to our service offerings or business practices
• Industry best practices and standards
• Clarifications or corrections to existing terms

10.2 Notice of Changes

We will provide notice of material changes by:

• Posting updated Terms on our website (entropy-forge.io)
• Updating the "Last Updated" date at the top of this document
• Sending email notification to active clients at least thirty (30) days before changes take effect

10.3 Acceptance of Changes

Continued use of entropy forge services after the effective date of modified Terms constitutes acceptance of those changes. If you do not agree to modified Terms, you must discontinue use of our services and notify us in writing.

10.4 Existing Contracts

Changes to these Terms do not automatically modify existing signed contracts (SOWs, MSAs, etc.). Existing contracts remain governed by their original terms unless explicitly amended in writing by both parties.

11. Dispute Resolution

11.1 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good-faith informal resolution through direct negotiation between senior representatives.

11.2 Mediation

If informal resolution fails within thirty (30) days, parties agree to participate in mediation before a mutually agreed mediator before pursuing litigation or arbitration.

11.3 Governing Law

These Terms are governed by the laws of the State of Washington, USA, without regard to conflict of law principles.

11.4 Venue

Any litigation arising from these Terms shall be brought exclusively in the state or federal courts located in King County, Washington, and both parties consent to personal jurisdiction in such courts.

12. General Provisions

12.1 Entire Agreement

These Terms, together with any executed SOW, MSA, NDA, or DPA, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements and understandings.

12.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

12.3 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

12.4 Assignment

Client may not assign these Terms or any engagement without entropy forge's prior written consent. entropy forge may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

12.5 Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control, including natural disasters, war, terrorism, labor disputes, governmental actions, or failures of third-party infrastructure.

12.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

12.7 Export Compliance

Client agrees to comply with all applicable export control laws and regulations regarding any entropy forge deliverables, particularly those related to AI technologies.