Terms of Service

Xyris Ventures provides professional services that may include automation consulting, custom software development, workflow and systems integration, AI-assisted tooling, and related advisory work. The specific scope, deliverables, timeline, and fees for any engagement are defined in a separate written agreement, statement of work, or proposal (each, an "Engagement Agreement"). In the event of a conflict between these Terms and a signed Engagement Agreement, the Engagement Agreement controls for that engagement.

You must be at least 18 years of age and capable of forming a binding contract to engage our services. By using our website or services, you represent that you meet these requirements and that any information you provide is accurate and complete.

Consultations may be scheduled using Calendly or by direct communication. Scheduling a consultation does not create a binding services relationship or obligate either party to proceed with an engagement. A services relationship is formed only upon execution of an Engagement Agreement or other written confirmation of scope and fees.

Fees, payment schedules, and billing arrangements are set out in the applicable Engagement Agreement. Unless otherwise stated in writing, invoices are due within the period specified on the invoice. Late payments may be subject to suspension of services and, where permitted by law, reasonable interest or collection costs. Fees are exclusive of applicable taxes unless otherwise stated.

To enable us to perform services, you agree to provide timely access to information, materials, systems, credentials, and personnel reasonably required for the engagement. You are responsible for the accuracy and legality of materials you provide and for maintaining your own backups of data and systems. Delays caused by incomplete or late information may affect timelines and may result in additional fees.

Unless otherwise agreed in writing in an Engagement Agreement, ownership of deliverables transfers to the client upon full payment of all amounts due for the applicable engagement. We retain all rights to our pre-existing materials, tools, frameworks, methodologies, and general know-how, including any improvements developed in the course of providing services. We grant you a non-exclusive, perpetual license to use such pre-existing materials solely as incorporated into the delivered work. Nothing in these Terms transfers ownership of third-party or open-source components, which remain subject to their own license terms.

Each party may receive confidential information from the other in connection with an engagement. We treat client documentation, workflows, datasets, credentials, and other non-public business information as confidential, limit access to personnel who require it to perform services, and use it only for the purposes of the engagement or as required by law. This obligation does not apply to information that is publicly available, independently developed, or rightfully received from a third party without restriction.

Our services may involve automation platforms or AI-assisted tools when appropriate for an engagement. Client information is processed only as necessary to deliver requested services and is not used to train public AI models on our behalf. AI-assisted outputs may require human review, and you are responsible for validating deliverables before relying on them in production or for any business-critical decision.

Our services may rely on or integrate with third-party platforms, software, hosting providers, and APIs. We do not control and are not responsible for the availability, performance, pricing, or terms of third-party services. Your use of any third-party service is subject to that provider's own terms and policies, and any associated subscription or usage costs are your responsibility unless otherwise agreed.

We will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN AN ENGAGEMENT AGREEMENT, OUR WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that services or deliverables will be uninterrupted, error-free, or free of all vulnerabilities.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, XYRIS VENTURES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ENGAGEMENT WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO US FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

You agree to indemnify and hold harmless Xyris Ventures and its members, officers, and personnel from and against any claims, damages, liabilities, and reasonable expenses arising out of materials you provide, your use of deliverables, your violation of these Terms, or your violation of any applicable law or third-party right.

Either party may terminate an engagement as provided in the applicable Engagement Agreement. Unless otherwise stated, either party may terminate for material breach if the breach remains uncured for a reasonable period after written notice. Upon termination, you agree to pay for all services performed and expenses incurred through the effective date of termination. Provisions that by their nature should survive termination, including confidentiality, intellectual property, disclaimers, limitation of liability, and indemnification, will survive.

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The parties will first attempt in good faith to resolve any dispute through informal negotiation. If a dispute cannot be resolved informally, it will be resolved exclusively in the state or federal courts located in Hillsborough County, Florida, and the parties consent to the personal jurisdiction of those courts, except where a signed Engagement Agreement provides for binding arbitration or another agreed forum.

We may update these Terms periodically. Any revisions become effective upon posting the updated version with a revised Effective Date. Your continued use of our website or services after revisions take effect constitutes acceptance of the updated Terms.

These Terms, together with any applicable Engagement Agreement and our Privacy Policy, constitute the entire agreement between the parties regarding their subject matter. If any provision is found unenforceable, the remaining provisions will remain in full effect. Our failure to enforce any provision is not a waiver of that provision. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets.