Terms of Service

Eddyline Co. LLC

Last updated: 01/01/2026

These Terms of Service (“Terms”) govern how Eddyline Co. LLC (“Eddyline,” “we,” or “us”) provides services to our clients (“you”). By engaging us for services, you agree to these Terms.

1. Services

We provide consulting and related services as described in our proposal, statement of work, or written agreement (collectively, the “Scope”).

  • We will act in good faith, with reasonable care, skill, and diligence.

  • We do not guarantee specific outcomes or results, unless explicitly stated in writing.

If you ask us to do work outside the agreed Scope, we may:

  • Provide a revised estimate, or

  • Decline the additional work.

2. Your Responsibilities

To allow us to do our work, you agree to:

  • Provide timely information, access, and decisions.

  • Ensure any content, data, or instructions you provide do not infringe the rights of others or violate applicable law.

  • Designate a primary point of contact who can make or relay decisions.

We are not responsible for delays, extra costs, or issues caused by incomplete or late information or decisions from you or your team.

3. Fees, Invoices, and Payment

Our fees are described in the proposal, statement of work, or written agreement.

Unless otherwise stated in writing:

  • Invoices are due within [X] days of the invoice date.

  • Late payments may incur a [X]% monthly late charge (or the maximum amount permitted by law, if lower).

  • We may pause work or withhold deliverables if invoices are overdue.

You are responsible for any bank or payment processing fees, and for all applicable taxes, other than taxes based on our income.

4. Term and Termination

These Terms apply for as long as we are providing services to you.

Either party may terminate our engagement:

  • For convenience, upon [X] days’ written notice, or

  • Immediately, if the other party materially breaches these Terms and does not fix that breach within [X] days after receiving written notice.

If our engagement is terminated:

  • You will pay for all work performed and expenses incurred up to the effective date of termination.

  • We will provide any agreed deliverables that are complete and paid for as of that date.

5. Intellectual Property

5.1 Your materials

You retain all rights to any materials, data, and content you provide (“Client Materials”).

You grant us a limited, non-exclusive, non-transferable license to use the Client Materials solely to perform the services.

5.2 Our materials and work product

Unless a separate written agreement says otherwise:

We retain ownership of our pre-existing tools, methods, templates, and know-how (“Eddyline Materials”).

You receive a non-exclusive, non-transferable license to use the deliverables we create for you (“Work Product”) for your internal business purposes.

You may not resell or redistribute our Work Product or Eddyline Materials as standalone products, unless we agree to that in writing.

6. Confidentiality

Both parties may share non-public information with each other (“Confidential Information”).

Each party agrees to:

  • Use the other party’s Confidential Information only to perform or receive the services.

  • Take reasonable steps to protect it from unauthorized use or disclosure.

  • Only share it with people (employees, contractors, advisors) who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that:

  • Is or becomes publicly available without breach of these Terms.

  • Was already known to the receiving party without restriction.

  • Is independently developed without using the other party’s Confidential Information.

  • Is received from a third party who had the right to share it.

We may disclose Confidential Information if required by law, after giving reasonable notice (if legally allowed) so the other party can seek protection.

7. Data and Privacy

If we have access to personal data as part of the services, we will:

  • Use it only as needed to provide the services.

  • Take reasonable measures to protect it.

  • Comply with applicable data protection laws in our role as a service provider.

You are responsible for ensuring you have the necessary rights and consents to share any data with us.

8. Third-Party Tools and Services

We may recommend or use third-party tools, platforms, or services in the course of our work.

  • We are not responsible for the availability, security, or performance of any third-party tools or services.

  • Your use of third-party tools is subject to their own terms and privacy policies.

9. Warranties and Disclaimers

We will provide the services in a professional and workmanlike manner, consistent with industry standards.

Except as expressly stated in these Terms:

  • We disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

  • We do not warrant that any particular business outcome, revenue level, or performance result will be achieved.

10. Limitation of Liability

To the maximum extent permitted by law:

  • Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or lost data, even if advised of the possibility of such damages.

  • Our total liability arising out of or related to the services or these Terms is limited to the total fees you paid to us for the services giving rise to the claim during the [X-month] period before the event giving rise to the claim.

These limitations apply to all theories of liability, whether in contract, tort (including negligence), strict liability, or otherwise.

11. Independent Contractor

We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between us.

You do not have authority to bind us, and we do not have authority to bind you, except as expressly agreed in writing.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Colorado, without regard to its conflict of laws rules.

Any disputes arising out of or relating to these Terms or the services will first be addressed through good-faith discussions between us.

If we cannot resolve a dispute informally within [X] days, either party may pursue legal or equitable relief in the state or federal courts located in [County], Colorado, and both parties consent to the jurisdiction of those courts.

13. Miscellaneous

  • Entire agreement. These Terms, together with any proposal or statement of work we both accept, form the entire agreement between us regarding the services.

  • Amendments. Any changes to these Terms must be in writing and agreed by both parties.

  • Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent, except to a successor in interest to your business. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all our assets.

  • Severability. If any part of these Terms is held invalid or unenforceable, the remaining parts will remain in full force and effect.

  • Notices. Formal notices under these Terms must be sent by email or mail to the contact details specified in the proposal or statement of work, or as otherwise updated in writing.