These Terms of Service (the “Terms”) govern your use of the ForthClover LLC website at forthclover.tech and the AI engineering services we provide. By using the website or engaging us under a statement of work, you agree to these Terms. If you do not agree, you should not use the website or our services.
Where a signed statement of work or master services agreement is in place between you and ForthClover, that document controls in case of any conflict with these Terms.
Definitions
- “Company”, “we”, “our”, or “us” refers to ForthClover LLC, a Maryland limited liability company.
- “Services” means the AI consulting, engineering, integration, and related services we provide under a statement of work.
- “Client” or “you” refers to any individual or entity that uses the website or engages our Services.
- “Deliverables” means the work product — code, models, documentation, designs, or other materials — we produce for you under a statement of work.
- “Confidential Information” means non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
Services
Scope
We provide AI engineering services that typically include model selection and fine-tuning, retrieval-augmented generation systems, AI agents and workflow automation, document intelligence, infrastructure and DevOps for AI, and technical strategy. The exact scope of any engagement is defined in writing in a statement of work signed by both parties.
Delivery
Services are delivered according to the milestones, timeline, and acceptance criteria set out in the relevant statement of work. We may use subcontractors and trusted partners to help deliver the work, and we remain responsible to you for the quality of the Deliverables.
Client responsibilities
To let us do good work, you agree to:
- Provide timely access to the people, systems, and information we need.
- Respond to questions and review Deliverables within the timeframes set out in the statement of work.
- Hold the licenses and rights necessary for any third-party software, data, or services used in the engagement.
- Maintain backups of your data and production systems so we can work safely in non-production environments.
Intellectual property
Ownership of Deliverables
Subject to full payment of all fees due, you own the custom Deliverables we create specifically for you under a statement of work. We retain ownership of the general methodologies, frameworks, and know-how we use to produce those Deliverables.
Pre-existing materials
We retain ownership of any pre-existing intellectual property we bring into an engagement — including internal tooling, evaluation harnesses, and reference architectures developed before or outside of your project. You receive a perpetual, royalty-free, non-exclusive license to use those materials as embedded in your Deliverables for your internal business purposes.
Open-source components
Deliverables may include open-source components governed by their own licenses. You agree to comply with the terms of any open-source licenses that apply to components included in your Deliverables.
Fees and payment
Fees
Service fees, milestones, and payment schedules are set out in each statement of work. Unless explicitly stated, fees are quoted in U.S. dollars and exclude applicable taxes.
Payment terms
Unless otherwise agreed in writing, invoices are due Net 30 from the invoice date. Late balances may accrue interest at 1.5% per month, or the maximum rate permitted by law, whichever is lower.
Expenses
You will reimburse reasonable, pre-approved travel and other expenses incurred on your behalf.
Taxes
Fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, and similar taxes, except taxes based on our net income.
Confidentiality
Both parties agree to protect the other party’s Confidential Information using at least the same degree of care they use to protect their own confidential information, and never less than reasonable care. The receiving party will use Confidential Information only for the purpose of the engagement and will limit access to employees and contractors who need it and who are bound by similar confidentiality obligations.
The confidentiality obligation survives termination for five (5) years. It does not apply to information that:
- Is or becomes publicly available without breach by the receiving party.
- Was rightfully known to the receiving party before disclosure.
- Is independently developed without use of the disclosing party’s Confidential Information.
- Is required to be disclosed by law or court order, provided the receiving party gives reasonable notice where legally permitted.
Warranties and disclaimers
We warrant that Services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is valid for thirty (30) days from delivery.
Except for the warranty above, the Services and Deliverables are provided “as is” and “as available” without warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or completely secure, or that AI models will produce specific outputs.
Limitation of liability
To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, lost goodwill, or business interruption, whether or not the party has been advised of the possibility of such damages.
Each party’s total cumulative liability arising out of or related to these Terms or any statement of work, regardless of the theory of liability, will not exceed the total fees paid by you to ForthClover under the relevant statement of work in the twelve (12) months preceding the event giving rise to the claim.
Indemnification
You agree to indemnify and hold ForthClover harmless from any third-party claims, damages, losses, and reasonable expenses (including attorneys’ fees) arising out of:
- Your breach of these Terms or any statement of work.
- Your violation of applicable law in connection with the Services.
- Use of Deliverables outside the scope contemplated in the statement of work.
- Content, data, or materials you provide to us during the engagement.
We agree to indemnify and hold you harmless from third-party claims, damages, losses, and reasonable expenses arising out of:
- Our breach of these Terms.
- Our gross negligence or willful misconduct.
- A claim that custom Deliverables we create for you, used within the scope of the statement of work, infringe a third party’s intellectual property rights, excluding any claim arising from materials you provided or from modifications you made.
Term and termination
These Terms apply from your first use of the website or engagement of Services and continue until terminated. Either party may terminate a statement of work for convenience on thirty (30) days’ written notice, and either party may terminate immediately on written notice for material breach that is not cured within fifteen (15) days. On termination, you will pay for all Services performed through the termination date.
Sections that by their nature should survive termination — including intellectual property, confidentiality, warranties, limitation of liability, indemnification, and the general provisions below — will survive.
Acceptable use
You agree not to use the website or the Services to:
- Violate any applicable law or regulation.
- Infringe the intellectual property rights of others.
- Transmit malware, viruses, or other harmful code.
- Attempt to gain unauthorized access to our systems or to any client systems.
- Interfere with the proper functioning of the website or the Services.
- Use AI Deliverables we build for you to develop systems intended to harm individuals, including unlawful surveillance, weapons, or content that exploits minors.
General provisions
Governing law
These Terms are governed by the laws of the State of Maryland, United States, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Dispute resolution
The parties will first attempt in good faith to resolve any dispute through direct negotiation between business owners. If a dispute is not resolved within thirty (30) days, it will be finally settled by binding arbitration administered in Montgomery County, Maryland, under the Commercial Arbitration Rules of the American Arbitration Association. Either party may seek injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.
Force majeure
Neither party is liable for delays or failures in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, civil unrest, labor disputes, or governmental actions.
Entire agreement
These Terms, together with any signed statement of work or master services agreement and any policies referenced here, form the entire agreement between you and ForthClover with respect to its subject matter and supersede all prior agreements and understandings on that subject.
Severability
If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be deemed modified to the minimum extent necessary to make it enforceable.
Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
Changes to these Terms
We may modify these Terms from time to time. Material changes will be posted on this page with an updated “Last updated” date and, where appropriate, notified by email. Continued use of the website or the Services after a change indicates your acceptance of the revised Terms.
Contact us
Questions about these Terms are welcome. Email hello@forthclover.tech or write to us at:
ForthClover LLC
7923 Inverness Ridge
Potomac, MD 20854
United States