Terms of Service

01 · Parties

"Cofactor," "we," "our," or "us" refers to Cofactor LLC, a Florida limited liability company with its principal place of business in Davie, Florida.

"Customer," "you," or "your" refers to the legal entity or individual that has entered into an order form, invoice, or other written agreement with Cofactor for the services described below.

02 · The service

Cofactor provides a "CTO-as-a-service" practice consisting of three operations: build (custom software design and development), run (hosting, monitoring, security patching, on-call response), and evolve (continuous engineering capacity for changes, integrations, and feature work). Specific deliverables, scope, and timelines are described in the order form attached to your plan ("Site," "System," or "Platform").

We reserve the right to update the underlying technical stack, hosting providers, and tooling at our discretion, provided that any change does not materially reduce the functionality available to you.

The service is provided to business customers only. Cofactor is not designed for personal, household, or consumer use.

03 · Your account and access

You agree to (a) provide accurate and complete information when establishing your account, (b) keep that information current, (c) maintain the confidentiality of any credentials we issue, and (d) accept responsibility for all activity occurring under your account.

You are responsible for ensuring that the personnel you grant access to are authorized to act on your behalf and bound by obligations no less protective than those in these Terms.

04 · Fees, taxes, and billing

Plans are billed annually in advance in U.S. dollars. The fee for each plan tier is set forth on the order form and on our public pricing page in effect when you sign. Unless otherwise stated, fees are non-refundable.

Fees do not include sales, use, value-added, or similar taxes, which are your responsibility (other than taxes based on Cofactor's net income). If we are required to collect such taxes, they will be added to your invoice.

Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted under Florida law. Cofactor may suspend services for invoices unpaid more than 30 days past due, after providing written notice and a reasonable opportunity to cure.

05 · Term, renewal, and cancellation

Each engagement runs for an initial twelve (12) month term beginning on the start date in the order form, and renews automatically for successive 12-month terms unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

Either party may terminate for material breach if the breach is not cured within 30 days after written notice. You may terminate without cause at any time by giving written notice; pre-paid fees for the unused remainder of the current term are not refundable, except where otherwise required by law.

On termination, we will continue to operate your service for up to 60 days to enable an orderly transition, on the existing fee basis. We will also provide a clean export of your data in standard formats (Postgres dump, CSV, or JSON) within 30 days of your written request, at no additional charge.

06 · Intellectual property and ownership

Cofactor retains all right, title, and interest in and to the software, infrastructure, agents, tooling, frameworks, libraries, and platform components used to deliver the service ("Cofactor IP"). For the duration of the engagement, we grant you a non-exclusive, non-transferable, worldwide license to use the Cofactor IP solely for your internal business purposes and only as part of the service.

You retain all right, title, and interest in and to your Customer Data and any content, copy, photography, branding, or trademarks you supply ("Customer Materials"). You grant us a non-exclusive, worldwide license to host, copy, transmit, display, and process the Customer Materials solely as needed to provide the service.

Feedback you give us about the service is non-confidential and may be used by Cofactor without restriction.

07 · Customer data

"Customer Data" means electronic data and information submitted by you or on your behalf to the service, including the personal data of your end users. We process Customer Data only to provide the service, comply with law, and as further described in our Privacy Policy.

We will not sell, rent, or use Customer Data to train third-party machine-learning models. Where Customer Data is used to ground or retrieve answers from large language models (for example, in a customer-service agent), we will configure the model provider so that customer prompts and outputs are not retained for training.

You represent that you have all rights necessary for us to process Customer Data on your behalf, including the consents required under applicable privacy law.

08 · Acceptable use

You will not, and will not allow any third party to: (a) use the service to violate any law or regulation; (b) infringe the intellectual property or privacy rights of others; (c) transmit malware, phishing content, or unsolicited bulk communications; (d) interfere with the integrity, performance, or security of the service; (e) reverse engineer or attempt to derive the source code of any non-public component; or (f) resell or sublicense the service except as expressly permitted in your order form.

We may suspend access to specific resources or to the service as a whole if, in our reasonable judgment, continued use poses a security, legal, or operational risk. We will give you as much notice as the circumstances allow.

09 · Confidentiality

Each party may disclose information that is confidential, marked as confidential, or that a reasonable person would understand to be confidential ("Confidential Information"). Each party will: (a) protect the other's Confidential Information using at least the same care it uses for its own confidential information of like importance, but in no event less than a reasonable standard; (b) use the Confidential Information only as needed to perform under these Terms; and (c) not disclose it to any third party except to its personnel and contractors with a need to know who are bound by similar obligations.

These obligations do not apply to information that is or becomes publicly available without breach, was known before disclosure, is independently developed, or is rightfully received from a third party without restriction. Disclosure required by law or court order is permitted, provided the receiving party gives prompt notice and reasonable cooperation in seeking a protective order.

10 · Warranties and disclaimers

Each party represents that it has the legal authority to enter into and perform under these Terms. We further warrant that the service will be performed in a workmanlike manner, consistent with generally accepted industry standards. Your sole remedy for breach of this warranty is for us to re-perform the affected work or, if we cannot reasonably do so, to refund the fees paid for the deficient portion of the service.

Except as expressly stated above, the service is provided "as is" and "as available." Cofactor disclaims all other warranties, express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

11 · Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.

Each party's total cumulative liability arising out of or relating to these Terms will not exceed the fees paid or payable by Customer to Cofactor in the twelve (12) months immediately preceding the event giving rise to the claim.

The limitations above do not apply to: (a) breach of confidentiality obligations; (b) a party's indemnification obligations; (c) a party's gross negligence, willful misconduct, or fraud; or (d) Customer's payment obligations.

12 · Indemnification

By Cofactor. We will defend you against any third-party claim alleging that the Cofactor IP, as provided by us and used in accordance with these Terms, infringes a U.S. patent, copyright, or trade secret, and we will pay damages or settlement amounts finally awarded by a court of competent jurisdiction. We have no obligation for claims arising from (i) Customer Materials, (ii) modifications you make to deliverables, (iii) use of the service in combination with non-Cofactor materials we did not authorize, or (iv) use after we have provided a non-infringing alternative.

By Customer. You will defend Cofactor against any third-party claim arising from the Customer Materials or Customer Data, your products or services, or your breach of Section 8 (Acceptable Use). You will pay any damages or settlement amounts finally awarded by a court of competent jurisdiction.

13 · Force majeure

Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, hurricane, fire, flood, war, terrorism, civil disturbance, governmental action, labor disputes, public-utility failures, or third-party network or hosting outages. The affected party will give prompt notice and resume performance as soon as reasonably practicable.

14 · Changes to these Terms

We may modify these Terms from time to time. If a change is material, we will provide notice by email and post a revised version with an updated effective date at least 30 days before the change takes effect. Continued use of the service after the effective date constitutes acceptance of the revised Terms. If you do not accept the change, your remedy is to terminate by written notice before the effective date and receive a pro-rated refund of any pre-paid fees for the unused portion of your then-current term.

15 · Governing law and venue

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 16, the state and federal courts located in Miami-Dade County, Florida are the exclusive venue for any dispute, and each party irrevocably consents to the personal jurisdiction of those courts.

16 · Disputes

Informal resolution first. Before filing any claim, the parties will attempt to resolve the dispute by good-faith discussion at the executive level for at least 30 days after written notice describing the dispute.

Arbitration. Any unresolved dispute will be submitted to confidential, binding arbitration in Miami-Dade County, Florida, administered by the American Arbitration Association under its Commercial Arbitration Rules and the Florida Arbitration Code (Chapter 682, Florida Statutes). The arbitrator may award any remedy a court could award, but may not consolidate claims or arbitrate on a class basis.

Carve-outs. Either party may bring an individual action in small-claims court for any claim within that court's jurisdiction, and either party may seek injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual property or Confidential Information.

17 · Miscellaneous

Entire agreement. These Terms, together with the order form and any policies referenced, are the entire agreement between the parties on this subject and supersede prior or contemporaneous agreements.

Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in full force.

Notices. Notices to Cofactor must be sent to legal@cofactor.consulting. Notices to Customer will be sent to the email address on the order form.

No agency. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.