Services Terms

These Services Terms (the "Terms") are published by TrueTech Group LLC, an Oregon limited liability company, for use by TrueTech Group LLC, including its DBAs Northroot Creative and Hexforge Automation and its other trading names, and by affiliated entities that expressly adopt them. In each Client Agreement, Provider ("we," "us") means only the legal entity identified as the provider in that agreement; Client ("you") means its named client. A DBA or trading name is not a separate legal entity. No parent, subsidiary, or other affiliate becomes a party or guarantor, or shares liability, merely through affiliation, branding, or use of these Terms. A separate entity is bound only when named as Provider in a Client Agreement it signs that incorporates these Terms.

A Client Agreement is a signed master services agreement with its scopes, statements of work, schedules, or orders, or a standalone signed scope agreement, statement of work, or order, together with mutually approved written changes permitted under it. An Engagement is the individual scope, statement of work, or order for particular services, or the standalone agreement if there is no separate scope. The Client Agreement defines the services, deliverables, capacity, fees, service levels, term, dependencies, and specific commitments. These Terms supply the general framework; provisions specific to a service apply only where that service is ordered.

1. How these Terms work

A signed Client Agreement is required. This page alone creates no engagement or obligation to purchase or provide services. An initial Client Agreement must be signed by authorized representatives of both parties. After that, scope, fee, schedule, or other changes may be mutually agreed in writing, including by email from authorized representatives, where the Client Agreement permits that method. An estimate, invoice, ticket, purchase order, unilateral request, or course of dealing alone does not authorize additional work or amend the agreement.

Incorporation. These Terms apply only when a Client Agreement expressly incorporates them, in the version it identifies or, if no version is identified, the version in effect when both parties sign. Other website documents apply to that agreement only if expressly incorporated.

Precedence. The signed Client Agreement controls, applying its own order of precedence among its parts. These Terms and anything else it incorporates are subordinate to it. Terms printed on a purchase order, vendor portal, click-through, invoice, or similar administrative form do not change the agreement, whichever party issued them.

Applicable version. The incorporated version applies throughout the initial commitment and any renewal or month-to-month continuation unless both parties agree in writing to change it using the amendment method their Client Agreement permits.

Separate Engagements. Unless the Client Agreement says otherwise, one Engagement does not amend another. Each stands on its own for scope, term, fees, termination, and the liability cap in Section 12.

2. Services we provide

A Client Agreement selects one or more of the categories below and defines the actual scope. These Terms do not obligate us to provide a service your Client Agreement does not include, and the descriptions here are category descriptions, not a statement of what is included in your engagement.

3. How we deliver

General delivery practices apply unless the Client Agreement states otherwise. Technical support, endpoint, security-response, and system-management practices apply only to the relevant ordered services. Creative delivery follows the agreed scope and approvals below; no service category expands another by implication.

Creative review and publication

The scope defines the review process and acceptance criteria. You will provide consolidated feedback through a nominated contact within the agreed review periods. We will correct material failures to meet the agreed scope; new concepts, extra revision rounds, or additional outputs require agreed written authorization. Delayed inputs or approvals may move the affected schedule proportionately; additional charges or scope changes require mutual written agreement.

Publication, posting, distribution, campaign launch, or purchase on your behalf requires your express written approval through the agreed channel. Silence, failure to comment, payment, or acceptance of a deliverable is not permission to publish it. Approval may cover an identified item or a clearly identified publishing plan. We will not publish materially changed content outside that approval.

A delivery contact may review content and approve publication within delegated authority. That role alone does not authorize changes to contract terms, fees, or scope. We do not guarantee sales, reach, rankings, leads, platform availability, or other outcomes outside the agreed deliverables and our reasonable control.

4. Your responsibilities

Authorized representatives. Each party will identify who may approve scope, fees, and contractual changes, and who may supply consolidated delivery feedback and publication approval. Each will tell the other of material changes in that authority.

Access. You will provide and maintain the administrative, system, application, mailbox, database, network, and physical access reasonably necessary to deliver, secure, support, and verify the agreed services, and will promptly tell us about changes that affect that access. Access is granted for the active engagement and its documented transition period, uses the least privilege compatible with effective delivery, and belongs to the engagement rather than to any individual. If required access is withdrawn, we may pause only the affected service after reasonable notice.

Cooperation. You will timely provide the decisions, information, personnel, environments, licenses, permissions, and materials identified as your dependencies. For ordered IT or security services, you will make reasonable efforts to respond to material risks we identify in the communicated timeframe. Delays may affect delivery; schedule relief will be proportionate to actual impact. Increased fees or changed scope require mutual written agreement.

People and materials. For creative services, you will provide usable brand assets, accurate facts and claims, timely access to participating personnel, consolidated feedback, and permissions for client-supplied photos, likenesses, testimonials and other materials. We remain responsible for rights in materials we supply. For employee IT support, you will tell employees how to reach support, with materials we provide.

Your own compliance. You are responsible for the lawfulness and accuracy of your instructions and for having the rights necessary to give us access to the data and systems involved. You remain responsible for laws that apply to your business, content, employment decisions, or regulated activity unless the Client Agreement expressly assigns an obligation to us.

5. Fees and payment

Fees, rates, minimums, billing basis, invoicing frequency, payment timing, and any late charge are stated in the Client Agreement. This page does not state prices and does not commit either party to any amount. Unless the Client Agreement says otherwise, fees exclude taxes, third-party fees, travel, and approved expenses, which we pass through at cost, and you are responsible for transaction taxes on your purchases other than taxes on our income, payroll, or property.

You will raise any good-faith dispute with reasonable detail promptly after receiving the invoice and pay the undisputed portion when due. Undisputed amounts that remain unpaid past their due date accrue a service charge only at the rate stated in the Client Agreement and only to the extent applicable law permits. Where no rate is stated, no service charge applies. If undisputed amounts remain unpaid after we give written notice and a reasonable opportunity to cure, we may suspend services under Section 14, and we are not liable for delay, security risk, or business impact arising from a suspension for non-payment.

We keep records supporting usage and time-based charges for the period stated in the Client Agreement or, if none is stated, for a commercially reasonable period, and we will explain any charge on request.

6. Your data and our technology

You own your data. Client Data means the files, email, records, databases, credentials, configuration values, business rules, and other information you provide, that we collect from your systems, or that is generated for you through the services, including personal data within it. As between us, you retain all rights in Client Data and in the materials you supply. We acquire no ownership interest in Client Data by performing the services.

Limited license to process. You grant us and our approved providers a limited, non-exclusive right, during the engagement and its documented transition and backup periods, to process Client Data only to deliver, secure, support, maintain, meter and transition the agreed services, comply with law, and carry out purposes expressly authorized by the Client Agreement. This includes preparing client marketing materials and publishing only the specific content you expressly approve through the agreed channels. It does not authorize sale of Client Data, use for our own advertising, ad targeting with unrelated personal information, or transfer of restricted platform data to advertising platforms. Platform-specific data restrictions continue to apply.

We own our technology. Provider Technology means everything we own, license, or develop outside a client-specific assignment or that is of general applicability: platforms, source and object code, APIs, connectors, reusable modules, templates, models, algorithms, prompts, schemas, metadata structures, context frameworks, taxonomies, architectures, deployment tooling, methods, documentation frameworks, know-how, and improvements to any of them. We retain all right, title, and interest in Provider Technology and in the general methods used to produce results for you. This reservation does not limit the assignment of final creative deliverables and their client-specific source files below. No fee transfers ownership of our reusable Provider Technology unless the Client Agreement expressly assigns the identified item.

Derived data. Where the services classify, tag, summarize, index, embed, score, or otherwise derive artifacts from Client Data, the derived artifact remains Client Data to the extent it identifies you or a person, contains your specific values, or would reveal or reconstruct Client Data. We own the general algorithm, model, schema, prompt, and method used to create it. Changing format through hashing, tokenization, embedding, summarization, or aggregation does not by itself make data unrestricted.

Configuration and deliverables. Your specific configuration values, forms, mappings, workflows, and content remain Client Data and are included in your exit export. For custom software and automation, the Client Agreement elects assignment, Provider ownership with a license, or a listed split. If silent, custom software and automation remain Provider-owned and licensed for your internal business use, excluding the creative deliverables addressed below. Your agreement can provide different ownership rights.

Final creative deliverables. Unless the Client Agreement expressly provides otherwise, upon full payment of the fees for the relevant deliverable we assign to you our rights in client-specific final copy, designs and other final creative deliverables, including their client-specific editable source files in the agreed format. You may publicly use, publish, reproduce, distribute and modify them, and engage others to do so for you. This does not assign unused concepts, internal working materials, Provider Technology or third-party materials. We obtain the necessary rights from our personnel and subcontractors to make these grants.

Embedded and third-party materials. For Provider Technology embedded in a paid final creative deliverable, we grant a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, publish, distribute and modify it as part of that deliverable, including through your replacement providers. This does not permit separate resale of our reusable tools or templates. Stock assets, fonts, platform templates and other third-party materials retain their own licenses. Before incorporating material restrictions or costs, we identify them for your approval and secure the rights we are responsible for supplying. A platform account or separate license may be needed to edit or reuse a third-party asset; we will identify that dependency. No purported assignment overrides a third-party license.

Portfolio permission. Delivery, payment, or your own publication does not authorize us to use your name, logo, materials or results in our portfolio or marketing. That requires your prior written approval.

Usage and service data. We may use identifiable system-generated event, performance, error, security, and billing data only to provide, secure, support, maintain, meter, and transition the agreed service and to comply with law. We may use data that has been de-identified so it cannot reasonably be linked to you, a person, or a device to measure and improve our services, and we will not attempt to re-identify it or disclose it in a way that singles you out.

Feedback. You grant us a royalty-free right to use voluntary feedback about the services that does not contain Client Data or your confidential information.

7. Security and data handling

Safeguards. We maintain documented administrative, technical, and physical safeguards appropriate to the nature and volume of the data and the services: unique identities and least-privilege access, multifactor authentication where supported, encryption in transit and at rest, separation of environments, logging and monitoring, vulnerability handling and patching, and personnel confidentiality obligations. This is a scoped standard, not a promise of perfect security. Specific controls, certifications, audit rights, backup and recovery commitments, and the evidence we can provide are stated in the Client Agreement where a service requires them; none is promised by this page.

Credentials. We store your credentials and access information in encrypted credential-management tools, limit their use to the authorized purpose, keep them out of ordinary tickets and work artifacts, and return, rotate, revoke, or delete them at exit. Neither party will place credentials in an agreement, invoice, ticket, or unprotected message.

People and providers. Access is limited to Provider personnel and approved subcontractors or service providers who need it for the agreed services and are bound by written confidentiality and data-protection obligations. We remain responsible for their performance. Provider-selected hosting, infrastructure and AI processors must support the controls promised in these Terms and the Client Agreement. Client-selected platforms may operate under their own contracts, but that does not excuse our obligations when accessing or using them. We will identify material platform dependencies and relevant restrictions before submitting affected data. We give at least 30 days' notice of a material change in how or where personal data is processed, except emergencies, when notice follows as soon as practicable.

Security incidents. A Security Incident is a confirmed unauthorized access to, acquisition, disclosure, alteration, or material loss of Client Data, or a confirmed compromise of service security affecting Client Data. Blocked attacks, scans, and failed logins that do not compromise data are not Security Incidents. We will investigate a suspected incident promptly and notify you without undue delay after confirmation, within any shorter period the Client Agreement or applicable law requires, with what is known about the nature, affected data, likely consequences, containment, and a contact, followed by updates and a closure summary. We will not notify individuals or make a public statement naming you without your instruction unless law independently requires it. Each party bears its own ordinary response costs; third-party investigation, notification, and restoration costs are allocated to the extent caused by a party's breach or negligence. You will promptly notify us of a security event in your own systems or credentials that may affect the services.

Where data is processed. We operate our infrastructure in the United States. No international transfer is implied; if Client Data must cross a regulated border, we will document the arrangement before transfer.

Return and deletion. During the engagement and for at least 30 days after it ends, you may export Client Data and your configuration in commonly usable formats, with the mappings needed to understand them. At your direction or at the end of that period we delete Client Data from active systems, including indexes, caches, and recoverable derivatives, except what law requires us to retain, which is segregated and deleted when the requirement ends. Backups age out on their disclosed cycle and are restored only for disaster recovery. On request we provide a record describing the deletion performed. At exit we transfer your administrative accounts, domains, certificates, and credentials, revoke what is no longer needed, and will not withhold your credentials as leverage in a fee dispute.

Evidence and questions. On reasonable request and subject to confidentiality, we provide a description of material controls, the categories of providers with access to your data, an incident summary, and any other evidence the Client Agreement states. You may send reasonable written security questionnaires at reasonable intervals, including after a material incident or service change. No penetration test or scan of our systems is permitted without a separately signed scope.

8. AI-assisted services

We use automation and machine-learning tools as methods of delivering the services, under human oversight, and some of our software includes features that summarize, extract, match, classify, or suggest. Two rules apply everywhere. Client Data, prompts, retrieval context, and outputs are never used to train or improve a generalized model, by us or by any provider we work with. Any AI provider that processes Client Data acts as our service provider under contract, with no-training and retention controls configured, and processes your content only to return a result to you. If a provider cannot support a promised control, we will not send it the affected data.

Where a Client Agreement authorizes an AI-enabled service that processes Client Data, that agreement identifies the purpose, data categories, retention, and human-review controls. We minimize what is submitted, and we will not submit credentials, secrets, or regulated data classes unless the Client Agreement specifically authorizes them with safeguards. Training a model dedicated to you requires your written opt-in in a Client Agreement stating the data, purpose, ownership, retention, and exit treatment. We will follow the change notice in Section 7 before materially changing the purpose or location of AI processing involving Client Data.

Output from automated features can be incomplete or wrong. It is decision support, not professional, legal, financial, or engineering advice. We remain responsible for the testing, review, confidentiality, security, and acceptance obligations in the Client Agreement regardless of the tools used, but we do not warrant that AI output is unique, independently copyrightable, or accurate without the agreed validation. The services will not make solely automated decisions with legal or similarly significant effects on a person unless a Client Agreement expressly describes the use and its safeguards.

9. Third-party products, hardware, and licensing

When we procure hardware, software licenses, or subscriptions for you, we act as reseller or purchasing agent as the Client Agreement states. Third-party products are governed by the manufacturer's or publisher's own terms, warranties, and support, which you accept by using the product. We pass those terms through and do not add to them. We are not the manufacturer and make no warranty of our own on third-party products; our responsibility is to order what you approved, deliver it, and coordinate with the vendor on your behalf as professional services where needed.

Purchases require your written approval of the item and price before we order, and are invoiced as the Client Agreement states whether or not the vendor has delivered. Special-order, licensed, opened, or subscription items are non-returnable except as the vendor allows. Title to hardware passes to you on delivery; risk of loss passes on delivery to your address. Licenses and subscriptions are registered in your name or tenant where the vendor permits, and remain yours if our relationship ends. Vendor price changes, renewal terms, and discontinuations are outside our control, and we will tell you about them when we learn of them.

Open-source and other third-party components in software we build remain under their own licenses. We identify material components on request, provide required notices, and will not knowingly include a component in a way that would require disclosure or licensing of your proprietary material without your written approval.

10. Confidentiality

Confidential Information means non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential, including Client Data, credentials, network architecture, security assessments, source code, business processes, financial information, personnel information, customer lists, proprietary tools, pricing, and trade secrets. It excludes information the recipient can show was already known without restriction, independently developed, lawfully received from a third party, or public without breach.

Each party will use the other's Confidential Information only for the engagement, protect it with at least reasonable care and no less than it uses for its own comparable information, and disclose it only to personnel, advisers, and approved providers who need it and are bound by comparable obligations. A party may disclose Confidential Information when legally required, giving prompt notice where lawful so the discloser may seek protection, and disclosing only what is required. These obligations continue for five years after disclosure, for as long as a trade secret remains a trade secret, and for personal data and credentials for as long as law requires. Either party may seek equitable relief for a breach.

11. Warranties and disclaimers

Each party represents that it has authority to enter into the Client Agreement and that its signer is authorized. We warrant that services will be performed in a professional and workmanlike manner consistent with generally accepted practices for similar services, that we have the right to grant the licenses we grant, that we will not knowingly introduce malicious code, and that we will materially follow the data and security commitments in these Terms and the Client Agreement. Where the Client Agreement states an acceptance-warranty period for a custom deliverable, we warrant for that period that the deliverable we authored will materially conform to the written acceptance criteria in that agreement. For a breach of these warranties we will re-perform the service or correct the nonconformity, and if we cannot do so after reasonable attempts, you may terminate the affected item and receive a refund of prepaid unused fees.

For ordered IT, software or systems services, the affected environment may contain pre-existing vulnerabilities, misconfigurations, legacy systems, undisclosed changes or third-party failures. We use reasonable efforts to communicate material conditions encountered within our scope. We are not responsible merely because a condition predates the engagement or is outside our control; this does not excuse our breach, negligence, willful misconduct, or agreed duty to address it. For creative work, client materials and third-party platforms remain subject to the specific responsibilities in Sections 4, 6 and 9.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR IN A SIGNED CLIENT AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, SOFTWARE, AND DELIVERABLES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL VULNERABILITIES WILL BE IDENTIFIED OR REMEDIATED, OR THAT AUTOMATED OUTPUT IS ACCURATE. THIRD-PARTY PRODUCTS CARRY ONLY THE WARRANTY THEIR VENDOR PROVIDES.

12. Limitation of liability

NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO AN ENGAGEMENT, EVEN IF ADVISED OF THE POSSIBILITY. Reasonable data-restoration, incident-response, substitute-service, and transition costs caused by a party's breach or negligence are direct damages, subject to the cap below.

EXCEPT AS STATED IN THE NEXT PARAGRAPH, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO AN ENGAGEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THAT ENGAGEMENT IN THE TWELVE MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM. For an Engagement in force less than twelve months, the cap is the fees paid or payable for its first twelve months.

For breach of confidentiality, misuse of personal data, or a Security Incident caused by a party's breach of these Terms or negligence, the cap is two times the amount above. The limits do not apply to a party's payment obligations, fraud, intentional misconduct, or knowing violation of law. Each cap applies in aggregate to all claims under the affected Engagement; separate Engagements are not aggregated with one another, including Engagements under the same MSA. These limits reflect a reasonable allocation of risk, our pricing depends on them, and we would not enter into an Engagement without them.

13. Indemnification

We will defend you against a third-party claim that an unmodified deliverable we authored, used as authorized, infringes a United States copyright, patent, or trade secret, and will pay the resulting judgment or settlement we approve. This does not cover your materials or specifications, unauthorized modifications or combinations, third-party products we did not select or modify, or continued use after we provide a replacement or notice to stop. If a claim arises we may procure continued rights, modify or replace the affected item without material loss of function, or terminate it and refund prepaid fees for the unavailable portion. We will also defend and indemnify you against third-party claims arising from our gross negligence, willful misconduct, or breach of confidentiality.

You will defend and indemnify us against third-party claims to the extent caused by materials or instructions you were not authorized to supply or your breach of the Client Agreement. For ordered IT or security services only, this includes claims to the extent caused by your failure to act on a documented critical security recommendation after a reasonable opportunity to do so. A pre-existing condition alone does not create an indemnity. You are not responsible under this paragraph to the extent a claim is caused by our breach, negligence or misconduct.

Indemnification requires prompt notice, reasonable cooperation, control of the defense by the indemnifying party with qualified counsel, and no settlement that admits fault by or imposes non-monetary obligations on the protected party without its consent, not unreasonably withheld.

14. Term, suspension, termination, and exit

Term and continuation. The Client Agreement controls the start date, any initial minimum commitment, fixed end date, renewal and continuation rules for each Engagement or service component. Unless it expressly ends without continuation or provides otherwise, a recurring service continues month to month after its initial commitment on the same scope and fee. An expired optional allowance or separate end-dated service does not renew merely because another service continues. No automatic multi-month or multi-year commitment applies unless expressly agreed. The incorporated Services Terms version remains fixed throughout continuation.

Termination for convenience. The Client Agreement controls notice periods and committed terms. Where it is silent, either party may end a recurring service on 30 days' written notice, effective no earlier than the end of an agreed minimum commitment. Notice may be given before that commitment ends. The parties may mutually agree in writing to an earlier end. Fixed-price projects and other committed services may be ended for convenience only as the Client Agreement provides. Terminating one Engagement does not terminate another. Fees accrue through the effective end date, with final partial months prorated for recurring monthly services unless the Client Agreement provides a different calculation; approved non-cancellable third-party commitments are handled as that agreement states.

Termination for cause. Either party may terminate if the other materially breaches and does not cure within 30 days after detailed written notice, or within 10 days for non-payment of undisputed fees, or immediately if the other party becomes insolvent or ceases business in the normal course. If you terminate for our uncured breach, we refund prepaid fees for services not provided after the termination date.

Suspension. We may suspend the narrowest practicable portion of a service for a material security threat, unlawful use, immediate material harm, or undisputed non-payment after notice and an opportunity to cure, with notice when safe, preserving export access, and restoring service promptly once the cause is resolved.

Effect of termination. On termination or expiration, we deliver your credentials, documentation, and data as described in Section 7, you pay amounts owed for services performed, each party stops using the other's materials except as needed for transition and legal retention, and Sections 5 through 15 survive to the extent they by nature should.

15. General terms

Independent contractor. We are an independent contractor. We control the methods, tools, and personnel used to perform the services, including qualified subcontractors for whose performance we remain responsible. Nothing in a Client Agreement creates an employment, agency, partnership, joint-venture, or fiduciary relationship.

Publicity. Neither party will use the other's name, logo, or relationship publicly without prior written approval.

Assignment. Neither party may assign a Client Agreement without the other's consent, not unreasonably withheld, except to a successor in a merger, acquisition, or sale of substantially all relevant assets that assumes the obligations in writing.

Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, including natural disasters, pandemic, government action, power or internet outages, and third-party service disruptions, if it promptly notifies the other and mitigates. Force majeure does not excuse payment for services delivered or the confidentiality and security safeguards that remain practicable.

Notices. Legal notices must be in writing and are effective when delivered personally, when sent by email with confirmation of receipt, or three business days after certified mail to the addresses in the Client Agreement. A support ticket is not legal notice.

Governing law and disputes. Client Agreements and these Terms are governed by the laws of the State of Oregon without regard to its conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute through negotiation between authorized representatives for 30 days, then through mediation in Marion County, Oregon, before litigation. Litigation will be brought exclusively in the state or federal courts located in Oregon, and each party consents to their jurisdiction.

Entire agreement and changes. The Client Agreement, its permitted mutually approved written changes, the version of these Terms it incorporates, and any other expressly incorporated documents form the complete agreement. The Client Agreement controls conflicts and its own internal order of precedence. An initial Client Agreement requires both parties' signatures. Later changes require both parties' written agreement using the method it permits, including authorized email approvals where permitted; otherwise both parties must sign. Delivery feedback, silence, unilateral instructions and administrative forms do not amend it. If a provision is unenforceable, the remaining provisions remain effective. A waiver must be written and limited to its stated instance. Electronic signatures and counterparts are valid.