Terms of Service

1. Scope of Services and Engagement

Shadyriverpoint provides strategic planning consultations, diagnostics, facilitated workshops, and implementation support as described in project proposals. Each engagement is governed by a separate statement of work or proposal that specifies deliverables, timelines, fees, and responsibilities. Proposals and statements of work prevail in the event of any inconsistency with these terms. We aim to deliver services with professional care and skill. You are responsible for providing information and access required for timely delivery. Changes in scope will be handled through change orders and may affect fees and schedules.

2. Use of the Website

The website is provided for informational purposes. You agree not to use the site for unlawful activities or to interfere with its operation. Materials on the site are provided "as is" and may be updated periodically. We grant a limited, non-exclusive license to access and use the site for personal or internal business purposes only. Reproduction, republication, or commercial distribution of site content without explicit written permission is prohibited. We may suspend or terminate access for misuse.

3. Fees, Payment, and Refunds

Fees for services are set forth in proposals or statements of work and are due according to the payment schedule in those documents. Unless otherwise agreed, invoices are payable within 30 days. Late payments may incur interest to the legal maximum. For fixed-fee engagements, changes in scope may be billed separately. Refunds are generally not provided for professional time already performed. If you dispute an invoice, notify us promptly and the parties will seek to resolve the dispute in good faith while payment obligations remain in effect for undisputed amounts.

4. Intellectual Property

Shadyriverpoint retains ownership of methodologies, templates, and materials created prior to or outside the engagement. Unless otherwise agreed in writing, deliverables produced for you as part of an engagement are licensed to you for internal use upon full payment. We retain the right to use anonymized case learnings and aggregated results for marketing and internal purposes. You grant us a non-exclusive license to use any materials you provide to perform the services. Each party represents that it has the rights necessary to grant the other licenses described in these terms.

5. Confidentiality

Each party will treat the other party's confidential information as confidential and will not disclose it except to personnel or contractors who need access to perform obligations and who are bound by similar confidentiality duties. Confidential information does not include information that is public through no breach by the receiving party or rightfully obtained from a third party. We will use reasonable safeguards to protect confidential information and will return or destroy such information upon request and at the conclusion of the engagement, unless retention is required by law.

6. Disclaimers and Limitation of Liability

To the fullest extent permitted by applicable law, our services and the site are provided without warranty of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. While we strive for accuracy, we do not guarantee outcomes or specific financial results. Our liability for damages arising out of or related to these terms, the site, or any services is limited to direct damages not exceeding the total fees paid by you for the specific engagement in the prior 12 months. In no event will we be liable for consequential, incidental, special, or punitive damages, lost profits, or business interruption damages. This limitation applies even if advised of the possibility of such damages.

7. Termination

Either party may terminate an engagement for material breach if the breach remains uncured after a 30-day written notice period. Termination does not relieve you of payment obligations for services performed prior to termination. We may suspend services if invoices are overdue. Provisions that by their nature survive termination, including payment, confidentiality, intellectual property, disclaimers, and limitation of liability, will remain in effect after termination.

8. Governing Law and Dispute Resolution

These terms are governed by the laws of the State of Washington, United States, without regard to conflict of laws principles. Parties will attempt to resolve disputes in good faith through direct negotiation. If unresolved, disputes will be brought in state or federal courts located in King County, Washington. Nothing in these terms prevents either party from seeking injunctive relief in the appropriate court to protect intellectual property or confidential information.

9. Contact Information

If you have questions about these Terms of Service, contact: Shadyriverpoint LLC, 1428 Shady River Point, Suite 400, Seattle, WA 98101, United States. Phone: +1 (206) 555-0142. Email: [email protected].