Terms of Service

These Terms of Service govern your access to and use of the website and related services provided by Shadytrailridge LLC (the "Company"). By using the site or engaging the Company's consulting services you accept these terms. Please read them carefully. If you do not agree with these terms, do not access the site or engage our services. These terms explain the contract between you and the Company, including permitted uses, payment and deliverable policies for paid engagements, intellectual property rules, disclaimers, limits on liability, and dispute resolution terms. The effective date for these terms is January 1, 2026. We may update these terms occasionally; material changes will be posted on this page and, where appropriate, communicated to clients. Continued use after updates constitutes acceptance of the revised terms.

Access and acceptable use

You may use the site for lawful, non-commercial purposes and to engage with the Company's services in accordance with these terms. You agree not to misuse the site or services by attempting unauthorized access, distributing harmful code, or transmitting unlawful, defamatory, or abusive content. The Company reserves the right to suspend or terminate access to the site or services for users who violate these terms or act in ways that threaten system integrity, staff safety, or the rights of others. If you create an account or share credentials, you remain responsible for all activity under those credentials. You must provide accurate contact information when requested and promptly update it as needed. For paid services, additional engagement agreements, statements of work, or master services agreements may apply and will govern the scope, deliverables, fees, timelines, and acceptance criteria for specific projects. Those documents supplement these terms and take precedence for the client relationship described therein.

Fees, invoices, and payment

Fees for consulting services are set in proposals or statements of work and may be fixed-fee, time-and-materials, or retainer-based. Invoices are due as specified in the applicable agreement. If no due date is specified, payment is due 30 days from the invoice date. Overdue invoices may accrue interest at a lawful rate and may result in suspension of services until accounts are current. Expenses agreed in advance are reimbursable and will be invoiced or billed as specified. Refunds for paid services will be handled in accordance with the applicable project agreement and are not provided for delivered professional services once substantive work is completed. The Company may require deposits for initial project phases or to secure procurement activities. Pricing for projects may change when scope or timeline changes; scope changes will be documented and approved in writing by both parties. Parties remain responsible for taxes and duties except as stated otherwise in the engagement documents.

Intellectual property

Unless otherwise agreed in a written engagement agreement, the Company retains ownership of its pre-existing intellectual property, methodologies, tools, templates, and know-how used in delivering services. For deliverables created specifically for a client and paid in full, the Company grants the client a non-exclusive, non-transferable license to use those deliverables for internal business purposes, subject to payment and confidentiality obligations. The Company may reuse non-identifying lessons, approaches, or generalized templates derived from engagements. Client-provided confidential information and third-party materials remain the property of their respective owners. Each party grants the other necessary licenses to use materials solely to the extent required to perform the obligations under the engagement. Any public case study or announcement will require prior written consent where confidential client information is involved.

Confidentiality

Both parties agree to protect confidential information received from the other party and to use it solely for performance of the engagement. Confidential information excludes information that is publicly known through no breach by the receiving party, was known prior to disclosure, or is required to be disclosed by law after reasonable notice to the disclosing party. The receiving party will take reasonable measures to protect confidentiality and will limit access to employees or subcontractors on a need-to-know basis. Upon termination or at the disclosing party's request, confidential materials will be returned or destroyed, unless retention is required for legal or regulatory reasons. Aggregated, anonymized project outcomes may be published by the Company provided individual client data is not identifiable and the client has not objected in writing.

Warranty disclaimer and limitation of liability

To the fullest extent permitted by law, the Company provides services and website content "as is" and makes no warranties, express or implied, regarding merchantability, fitness for a particular purpose, or non-infringement. While the Company aims for accuracy and practical outcomes, results depend on client context, available data, and timely cooperation. The Company is not liable for indirect, incidental, special, or consequential damages, including lost profits, loss of data, or business interruption, even if advised of the possibility of such damages. For direct damages, the Company's aggregate liability arising from or related to an engagement will not exceed the total fees paid by the client to the Company under the applicable engagement in the 12 months preceding the event giving rise to liability, except where prohibited by applicable law. Nothing in these terms limits liability for gross negligence, willful misconduct, or other liabilities that cannot be limited by law.

Term, termination, and effect of termination

These terms remain in effect while you use the site or until terminated by either party as permitted by a specific engagement agreement. For services governed by a separate agreement, termination terms in that agreement apply. Either party may terminate an engagement for material breach if the other party fails to cure within a reasonable period after written notice. On termination, each party will return or destroy confidential information of the other, and clients will pay for work performed and committed expenses up to the termination date. Provisions that by their nature should survive termination, including intellectual property licenses, confidentiality, indemnities, and limitations of liability, will continue to apply after termination.

Governing law and dispute resolution

These terms and any engagement agreements are governed by the laws of the State of Oregon, United States, without regard to conflict-of-law principles. Parties will attempt in good faith to resolve disputes through negotiation. If unresolved, disputes may proceed to mediation and, if necessary, to a court of competent jurisdiction in Multnomah County, Oregon. Either party may seek equitable relief where appropriate. For clients outside the United States, governing law and dispute mechanisms in the applicable engagement documents may differ and will control for that relationship.

Miscellaneous

If any provision of these terms is found invalid, the remaining provisions remain effective. These terms, together with any engagement documents, constitute the entire agreement between you and the Company regarding the subject matter. No waiver is effective unless in writing and signed by an authorized representative of the party waiving rights. The Company may subcontract portions of services to qualified partners but remains responsible for overall delivery. You may not assign your rights or obligations without the Company's prior written consent. The Company's performance may be delayed due to events beyond its reasonable control; in such cases, timelines will be adjusted and parties will cooperate to minimize impact.

Contact

For questions or notices related to these Terms of Service, contact: Shadytrailridge LLC, 825 Evergreen Ave, Suite 210, Portland, OR 97205, USA; phone +1 (503) 555-0142; email [email protected]. We reply to legal or contractual inquiries as promptly as possible and will provide contact verification steps where required. These Terms of Service were last updated on January 1, 2026.