Terms of service

These terms of service govern the relationship between DX Clouditive LLC, a Florida limited liability company with offices at 7901 4th ST N STE 300, St. Petersburg, FL 33702 ("Clouditive", "we", "us"), and any individual or entity ("Client", "you") that engages our consulting services or accesses dxclouditive.com.

By engaging our services, executing a service agreement, or submitting an inquiry through our website, you agree to these terms. If you do not agree, do not engage our services.

Clouditive delivers platform engineering consulting structured around the Foundations Framework. Engagement patterns include: Foundations Assessment, Foundations Build, Internal Developer Platform, SRE Program, and Embedded Engineering.

Each engagement is defined by a separate service agreement ("SOW") that specifies scope, deliverables, timeline, and fees. These terms apply to every SOW and govern where the SOW is silent.

Work begins only after a signed SOW is in place. No verbal authorization, purchase order, or email approval constitutes an executed SOW unless it explicitly references a written scope document signed by both parties.

Changes to scope, timeline, or deliverables require a written amendment to the SOW signed by both parties. Clouditive has no obligation to perform out-of-scope work without a signed amendment.

Fees are as stated in the applicable SOW. Invoices are due Net 30 from the invoice date unless the SOW specifies otherwise.

Invoices unpaid after 30 days accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by Florida law, whichever is lower. Clouditive may suspend services on accounts more than 15 days past due after written notice.

All fees are in US dollars. Wire transfers and ACH are accepted. Credit card payments may incur a processing fee specified in the SOW. Fees are non-refundable except as expressly stated in the applicable SOW.

Deliverables created specifically for the Client under a signed SOW become Client property upon receipt of full payment for that deliverable.

Clouditive retains all rights to its general methodologies, the Foundations Framework, reusable tools, templates, know-how, and any pre-existing intellectual property used in delivering services. Nothing in a SOW transfers ownership of the Foundations Framework or Clouditive's proprietary methods to the Client.

Client grants Clouditive a limited license to use Client systems, data, and materials solely to perform the agreed services.

Each party agrees to hold in confidence any non-public information received from the other party that is designated as confidential or that a reasonable person would understand to be confidential given the context.

Confidentiality obligations do not apply to information that: (a) is or becomes public through no fault of the receiving party; (b) the receiving party knew before disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law or court order, provided the disclosing party is given reasonable notice.

Confidentiality obligations survive termination of any SOW for three years.

Clouditive warrants that services will be performed in a professional manner consistent with industry standards.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, CLOUDITIVE PROVIDES SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Consulting is advisory. Clouditive does not guarantee specific business outcomes, revenue targets, DORA metric thresholds, or system performance levels. Client is responsible for implementation decisions made on the basis of Clouditive recommendations.

To the maximum extent permitted by applicable law, Clouditive's total aggregate liability to Client for any claim arising out of or related to these terms or any SOW is limited to the total fees paid by Client to Clouditive under the applicable SOW during the three months preceding the claim.

In no event shall Clouditive be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or loss of data, even if advised of the possibility of such damages.

These limitations apply regardless of the form of action (contract, tort, strict liability, or otherwise).

Client agrees to indemnify, defend, and hold harmless Clouditive and its members, officers, employees, and agents from any claim, liability, loss, damage, cost, or expense (including reasonable attorneys' fees) arising from: (a) Client's use of deliverables in violation of applicable law; (b) Client's breach of these terms or any SOW; or (c) any third-party claim arising from Client's business operations.

Either party may terminate an SOW with 30 days written notice. Client remains responsible for fees for work completed or in progress through the termination date.

Clouditive may terminate immediately upon written notice if Client: (a) fails to pay any amount due and does not cure within 10 days of written notice; (b) materially breaches these terms and does not cure within 15 days of written notice; or (c) becomes insolvent or makes an assignment for the benefit of creditors.

Upon termination, Clouditive will deliver all completed deliverables for which full payment has been received. Sections covering confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution survive termination.

The parties agree to attempt to resolve any dispute through good-faith negotiation for 30 days before initiating arbitration.

If negotiation fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in St. Petersburg, Florida, in English. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

CLASS ACTION WAIVER: Each party waives any right to assert claims as a class or collective action. Disputes must be brought on an individual basis.

Entire agreement. These terms together with any executed SOW constitute the entire agreement between the parties and supersede all prior agreements, representations, or understandings regarding the subject matter.

Severability. If any provision of these terms is found invalid or unenforceable, the remaining provisions continue in full force.

No waiver. Failure to enforce any right or provision does not constitute a waiver of future enforcement of that right or provision.

Assignment. Client may not assign these terms or any SOW without Clouditive's prior written consent. Clouditive may assign its rights to an affiliate or successor entity.

Notices. Notices under these terms shall be in writing and sent by email with read receipt or by certified mail to the addresses in the applicable SOW. Notices to Clouditive: [email protected].