Accrava

Effective Date: June 18, 2025

1. Agreement to Terms

By accessing or using Accrava's services, you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these terms, you may not access our services.

2. Description of Services

Accrava provides IT consulting services including but not limited to:

Custom AI agent design and development
Managed IT services
Technology consulting and advisory services
Software development and integration
System architecture and implementation
Ongoing technical support and maintenance

3. Service Agreements

3.1 Project Scope

All services will be provided according to the scope, timeline, and specifications outlined in separate service agreements, statements of work, or project proposals executed between Accrava and the client.

3.2 Changes to Scope

Any changes to the agreed-upon scope of work must be documented in writing and agreed upon by both parties. Additional charges may apply for scope changes.

4. Client Responsibilities

4.1 Information and Access

Clients must provide accurate, complete, and timely information necessary for service delivery. Clients are responsible for providing appropriate access to systems, data, and personnel as required.

4.2 Cooperation

Clients agree to cooperate reasonably with Accrava's personnel and provide necessary approvals and decisions in a timely manner.

4.3 Data Backup

Clients are responsible for maintaining appropriate backups of their data and systems, unless specifically included in the service agreement.

5. Payment Terms

5.1 Fees

Service fees will be as specified in the applicable service agreement. All fees are exclusive of applicable taxes unless otherwise stated.

5.2 Payment Schedule

Payment terms will be specified in each service agreement. Late payments may incur interest charges and may result in suspension of services.

5.3 Expenses

Clients are responsible for reimbursing pre-approved out-of-pocket expenses incurred in connection with service delivery.

6. Intellectual Property

6.1 Accrava IP

Accrava retains all rights to its pre-existing intellectual property, methodologies, tools, frameworks, templates, and know-how used in service delivery.

6.2 Client IP

Clients retain ownership of their pre-existing intellectual property and data provided to Accrava.

6.3 Work Product Ownership

6.3.1 Default Ownership Structure

Unless otherwise specified in a service agreement, Accrava retains ownership of all work product, including:

Custom AI agents and software applications
Source code, configurations, and technical implementations
Documentation, specifications, and technical materials
Integrations, customizations, and system modifications
Models, algorithms, and processing methodologies

6.3.2 Client Usage Rights

Clients receive a non-exclusive license to use work product developed for their specific project, subject to:

Payment of all applicable fees and ongoing licensing costs
Compliance with usage terms and restrictions
Limitations on modification, distribution, or reverse engineering
Termination rights for non-payment or breach of terms

6.3.3 Enhanced Client Rights

Clients may negotiate enhanced rights through separate agreements, including:

Source code ownership or escrow arrangements
Broader usage rights or modification permissions
Exclusive licensing or buy-out options
Different pricing structures reflecting increased client rights

6.4 Reusable Components and Methodologies

6.4.1 Accrava Platform Development

Accrava may incorporate learnings, improvements, and methodologies from client projects into:

Proprietary frameworks and development platforms
Reusable components and templates
Enhanced service offerings and capabilities
Intellectual property that benefits future client engagements

6.4.2 Multi-Client Implementations

Accrava may develop similar or related solutions for multiple clients using:

Shared frameworks and architectural approaches
Common methodologies and best practices
Non-confidential techniques and processes
Platform components that serve multiple use cases

6.5 Source Code and Documentation Access

6.5.1 Standard Access Rights

Under standard terms, clients receive:

Functional access to their systems and applications
User documentation necessary for operation and administration
Support and maintenance services as specified in service agreements
Limited technical information required for basic system management

6.5.2 Source Code Access

Source code ownership and access rights are not included by default and require:

Separate contractual agreements with enhanced terms
Additional licensing fees or alternative pricing structures
Specific technical and legal provisions
Ongoing compliance and usage obligations

6.5.3 Documentation Levels

Technical documentation provided varies based on service agreement:

Operational documentation for standard licensing terms
Technical specifications for enhanced service agreements
Complete development documentation only with source code ownership rights
Custom documentation levels as negotiated per engagement

6.6 Open Source and Third-Party Components

6.6.1 Open Source Usage

When incorporating open source components:

All applicable open source licenses must be respected
Clients are responsible for ongoing compliance with open source obligations
Accrava will document open source dependencies and license requirements
Some open source licenses may affect ownership and usage rights

6.6.2 Third-Party Commercial Components

For third-party commercial software or APIs:

Clients are responsible for licensing fees and compliance
Usage rights are governed by third-party terms
Accrava may facilitate licensing but does not assume responsibility
Integration work remains subject to the ownership terms above

6.7 Data and Training Materials

6.7.1 Training Data

For AI model development:

Client-provided training data remains client property
Models trained on client data may have shared ownership
Specific data usage and model ownership terms will be defined per project
Anonymized learnings may be retained by Accrava for improvement purposes

6.7.2 Generated Outputs

AI-generated content, code, or other outputs created during service delivery:

Ownership follows the same principles as other work product
Client owns outputs generated specifically for their use
Accrava may retain rights to underlying models and generation methodologies

7. Confidentiality

Both parties agree to maintain the confidentiality of each other's proprietary and confidential information. This obligation survives termination of the service relationship.

8. Data Security and AI Services

8.1 Data Handling

Accrava implements appropriate technical and organizational measures to protect client data. Specific data handling procedures will be outlined in service agreements.

8.2 AI Agent Development

For custom AI agent services, Accrava will work with clients to ensure appropriate data governance, model training practices, and deployment security measures.

8.3 Third-Party AI Services

IMPORTANT NOTICE: Unless specifically requested otherwise, Accrava utilizes third-party AI services and platforms in the development and delivery of our services, including but not limited to:

Large language models (e.g., OpenAI GPT, Anthropic Claude, Google Gemini)
Machine learning platforms and APIs
Cloud-based AI development tools
Natural language processing services

By engaging our services, clients acknowledge and consent to:

Client data being processed by these third-party AI providers
Transmission of project information to third-party AI platforms as necessary for service delivery
Application of third-party providers' terms of service and privacy policies to such data processing

8.4 Client Opt-Out

Clients may request that specific third-party AI services not be used for their projects. Such requests must be made in writing and may affect:

Project timeline and delivery methods
Service capabilities and features
Pricing and resource requirements
Overall project feasibility

8.5 Data Minimization

When using third-party AI services, Accrava implements data minimization practices by:

Limiting data transmission to what is necessary for the specific task
Removing or anonymizing sensitive information where possible
Using secure transmission methods
Monitoring and auditing third-party AI service usage

9. Service Level Agreements

Service level commitments, including uptime guarantees, response times, and performance metrics, will be specified in individual service agreements where applicable.

10. Limitation of Liability

10.1 Disclaimer

Services are provided "as is" without warranties of any kind, except as expressly stated in service agreements.

10.2 Liability Limits

Accrava's total liability for any claim arising from services shall not exceed the total fees paid by the client for the specific services giving rise to the claim in the twelve months preceding the claim.

10.3 Excluded Damages

Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, regardless of the theory of liability.

11. Indemnification

Clients agree to indemnify and hold Accrava harmless from claims arising from: (a) client's use of services in violation of these Terms, (b) client's data or content, or (c) client's violation of applicable laws or third-party rights.

12. Termination

12.1 Termination for Convenience

Either party may terminate ongoing services with written notice as specified in the service agreement (minimum 30 days unless otherwise specified). Termination for convenience does not relieve the client of payment obligations for:

All services rendered through the termination date
Committed minimums or pre-paid service periods
Third-party costs and commitments made on client's behalf
Transition assistance and data export services (if requested)

12.2 Termination for Cause

Either party may terminate immediately for material breach that remains uncured after thirty (30) days written notice and reasonable opportunity to cure. Accrava may terminate immediately without cure period for:

Non-payment of undisputed invoices beyond thirty (30) days
Breach of confidentiality or intellectual property provisions
Actions that compromise security or violate applicable laws
Insolvency, bankruptcy, or assignment for benefit of creditors

12.3 Effect of Termination

12.3.1 License and Access Rights

Upon termination:

Client's license to use Accrava-owned work product terminates immediately
Access to Accrava-hosted systems and services ceases within five (5) business days
All API keys, access credentials, and system permissions are revoked
Usage rights for Accrava's intellectual property terminate

12.3.2 Data and Work Product

Upon termination, Accrava will:

Provide client with their proprietary data in standard formats (for additional fee if extensive)
Retain ownership of all Accrava-developed work product and intellectual property
Have no obligation to provide source code, technical documentation, or proprietary methodologies
Remove client data from Accrava systems after a reasonable retention period (30-90 days)

12.3.3 Ongoing Obligations

Following termination:

Client obligations continue: Payment of outstanding invoices, confidentiality, intellectual property respect
Accrava obligations cease: Support, maintenance, hosting, and development services end immediately
Third-party services: Client becomes responsible for direct relationships with AI providers, cloud services, etc.
Transition assistance: Available at Accrava's discretion for additional fees

12.4 Work-in-Progress

For projects in development at termination:

Client pays for all work completed through termination date
Accrava retains ownership of all work product and intellectual property developed
Client receives functional deliverables only for completed, paid milestones
Partial work, code, or documentation is not provided unless separately agreed

12.5 Payment Acceleration

In case of client material breach or insolvency:

All outstanding payment obligations become immediately due and payable
Accrava may require cash payment or adequate assurance before continuing services
Committed service minimums for the remainder of any term become immediately due
Collection costs and reasonable attorney fees may be added to amounts owed

12.6 Survival of Terms

The following provisions survive termination:

Payment obligations for services rendered
Intellectual property ownership and licensing restrictions
Confidentiality and non-disclosure obligations
Limitation of liability and indemnification provisions
Dispute resolution and governing law provisions
Any other provisions that by their nature should survive

12.7 Post-Termination Restrictions

12.7.1 Non-Solicitation

For twelve (12) months following termination, client agrees not to:

Directly or indirectly solicit Accrava employees who worked on their account
Hire or attempt to hire such employees without Accrava's written consent
Interfere with Accrava's relationships with other clients or service providers
Use Accrava's confidential information to compete or assist competitors

12.7.2 System and Service Dependencies

Client acknowledges that termination may result in:

Loss of access to integrated AI services and platforms
Inability to maintain or modify Accrava-developed systems
Dependency on Accrava for ongoing technical support and enhancements
Need to rebuild or replace functionality using alternative providers

12.8 Remedies and Damages

Upon termination due to client breach:

Accrava may seek immediate payment of all outstanding amounts
Client remains liable for costs incurred on their behalf
Accrava may pursue damages for lost profits and business disruption
Injunctive relief may be sought for intellectual property violations or confidentiality breaches

12.9 Transition Services

Post-termination transition assistance is available at Accrava's discretion, including:

Data export services: Available for 30 days post-termination at standard consulting rates
Documentation provision: Limited to operational materials, not proprietary technical documentation
Knowledge transfer: Available at premium rates with advance scheduling
System migration assistance: Evaluated case-by-case with separate statements of work

13. Force Majeure

Neither party shall be liable for delays or failures in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, government actions, or other force majeure events.

14. Governing Law and Disputes

These Terms shall be governed by the laws of [Insert State/Country]. Any disputes shall be resolved through binding arbitration in [Insert Location], except that either party may seek injunctive relief in court for breaches of confidentiality or intellectual property rights.

15. General Provisions

15.1 Entire Agreement

These Terms, together with applicable service agreements, constitute the entire agreement between the parties.

15.2 Amendments

These Terms may only be modified in writing signed by both parties.

15.3 Severability

If any provision is found unenforceable, the remainder of these Terms shall remain in effect.

15.4 Assignment

Neither party may assign their rights or obligations without the other party's written consent, except that Accrava may assign to affiliates or in connection with a merger or acquisition.

16. Contact Information

For questions regarding these Terms of Service, please contact:

Legal and Contract Inquiries:
Email: legal@accrava.com

General Business Inquiries:
Email: info@accrava.com

Mailing Address:
Accrava
PO Box 53153
Albuquerque, NM 87153

Security Issues:
Email: security@accrava.com

Compliance Matters:
Email: compliance@accrava.com

Last Updated: June 18, 2025