Terms of Service

1. Agreement to Terms

By accessing or using the website located at consistra.com (the "Site") and any services provided by Consistra LLC ("Consistra," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use our Site or services.

Consistra LLC is a limited liability company registered in the State of Wyoming, United States, with its principal address at 30 N Gould St Ste R, Sheridan, WY 82801.

2. Services

Consistra provides AI agent development, workflow automation consulting, AI integration consulting, and managed agent operations services ("Services"). The specific scope, deliverables, timeline, and fees for any engagement are defined in a separate Statement of Work ("SOW") or proposal agreed upon by both parties.

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, provided that any changes to active engagements will be communicated and mutually agreed upon.

3. Client Obligations

By engaging our Services, you agree to:

• Provide accurate, complete, and timely information necessary for us to perform the Services
• Designate a primary contact authorized to make decisions and provide approvals on behalf of your organization
• Grant reasonable access to systems, data, and personnel as required by the agreed scope of work
• Review and provide feedback on deliverables within the timelines specified in the SOW
• Comply with all applicable laws and regulations in connection with the use of our Services and deliverables

4. Fees and Payment

All fees are specified in the applicable SOW or proposal. Unless otherwise stated:

• Project-based engagements require 50% payment upfront, with the remaining balance due upon completion
• Monthly retainers are billed at the beginning of each billing period
• Managed AgentOps fees are billed monthly in advance
• All fees are quoted in US Dollars (USD) and are exclusive of applicable taxes
• Payments are processed securely through Stripe
• Late payments are subject to a 1.5% monthly interest charge or the maximum rate permitted by law, whichever is lower

5. Intellectual Property

Client Deliverables: Upon full payment, you own all custom code, configurations, and documentation created specifically for your engagement ("Deliverables"). We assign all rights, title, and interest in the Deliverables to you.

Pre-Existing IP: We retain all rights to our pre-existing tools, libraries, frameworks, methodologies, and know-how. Where these are incorporated into Deliverables, you receive a perpetual, non-exclusive, royalty-free license to use them as part of the delivered solution.

Feedback: Any feedback, suggestions, or ideas you provide regarding our Services may be used by us without restriction to improve our offerings.

6. Confidentiality

Both parties agree to keep confidential all non-public information received from the other party during the engagement. Confidential information includes, but is not limited to, business data, technical specifications, financial information, and trade secrets. This obligation survives the termination of any engagement for a period of two (2) years.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law or court order.

7. Warranties and Disclaimers

We warrant that our Services will be performed in a professional and workmanlike manner consistent with industry standards.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, OUR SERVICES AND SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that AI agents will operate without errors or interruptions. AI systems are probabilistic in nature, and while we build with production-grade reliability standards, we cannot guarantee 100% accuracy in all cases.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONSISTRA, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO CONSISTRA DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Indemnification

You agree to indemnify, defend, and hold harmless Consistra and its officers, directors, members, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorney's fees) arising from: (a) your use of our Services or deliverables; (b) your violation of these Terms; (c) your violation of any rights of a third party; or (d) data or content you provide to us in connection with the Services.

10. Termination

Either party may terminate an engagement with 30 days written notice. Upon termination:

• You are responsible for fees for work completed up to the termination date
• We will deliver all completed work product and documentation
• Any prepaid fees for undelivered work will be refunded in accordance with our Refund Policy
• Confidentiality obligations survive termination

We reserve the right to terminate an engagement immediately if you breach these Terms and fail to cure the breach within 10 business days of written notice.

11. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to conflict of law principles.

Any disputes arising from these Terms or our Services shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Sheridan County, Wyoming.

12. Modifications

We reserve the right to modify these Terms at any time. Changes will be posted on this page with an updated "Last updated" date. Your continued use of our Site or Services after such changes constitutes acceptance of the modified Terms.

Material changes to Terms affecting active engagements will be communicated directly to affected clients with at least 30 days notice.

13. Miscellaneous

• Entire Agreement: These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between you and Consistra.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full effect.
• Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: You may not assign these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Force Majeure: Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, war, terrorism, pandemics, or government actions.

14. Contact

For questions about these Terms of Service, contact us at:

Consistra LLC
30 N Gould St Ste R
Sheridan, WY 82801
Email: shilpa@consistra.com