Terms of Service

Mardisen Strategic Advisors ("Mardisen," "we," "us," or "our") provides strategic advisory and software development services ("Services") to clients ("Client," "you," or "your") subject to these Terms of Service.

All services are provided under separate engagement agreements that incorporate these terms by reference. In case of conflict between these terms and a specific engagement agreement, the engagement agreement shall prevail.

Our services include but are not limited to:

• Strategic advisory and business consulting
• Custom software development and implementation
• Digital transformation consulting
• Technology architecture and integration
• Performance analytics and optimization

Specific deliverables, timelines, and success criteria will be defined in individual statements of work or engagement agreements.

Client agrees to:

• Provide accurate, complete, and timely information necessary for service delivery
• Grant reasonable access to personnel, systems, and facilities as required
• Designate authorized representatives for decision-making and approvals
• Make timely payments according to agreed terms
• Comply with all applicable laws and regulations

Mardisen IP: All methodologies, frameworks, tools, and proprietary knowledge developed by Mardisen remain our exclusive property.

Client IP: All existing client intellectual property remains the exclusive property of the client.

Work Product: Custom deliverables created specifically for client become client property upon full payment, subject to Mardisen's retained rights in underlying methodologies and tools.

Both parties acknowledge that confidential information may be disclosed during the engagement. Each party agrees to:

• Maintain strict confidentiality of all proprietary information
• Use confidential information solely for the purpose of the engagement
• Implement appropriate security measures to protect confidential information
• Return or destroy confidential information upon request or engagement completion

Fees: All fees are as specified in the engagement agreement and are non-refundable unless otherwise stated.

Payment: Invoices are due within 30 days of receipt unless otherwise specified. Late payments may incur interest charges.

Expenses: Client is responsible for pre-approved expenses incurred in connection with services.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MARDISEN'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT FOR SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM.

MARDISEN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

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

• Client shall pay for all services performed through the termination date
• Each party shall return confidential information of the other party
• Survival clauses including confidentiality and limitation of liability shall continue

These terms are governed by the laws of Delaware, United States, without regard to conflict of law principles. Any disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.