Terms of Service

1. Acceptance of Terms

Welcome to Rhytmonix Studios. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Rhytmonix Studios ("Company," "we," "us," or "our"), a Colorado limited liability company with its principal place of business at 195 S Union Blvd, Lakewood, CO 80228, Jefferson County, Colorado.

By accessing or using our website, engaging our services, or entering into any service agreement with Rhytmonix Studios, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not access our website or engage our services. These Terms apply to all visitors, users, clients, and any other persons who access or use our services.

We reserve the right to modify, amend, or update these Terms at any time without prior notice. Any modifications will be effective immediately upon posting on our website. Your continued use of our services following any modifications constitutes your acceptance of the revised Terms. We recommend that you review these Terms periodically to stay informed of any changes.

2. Description of Services

Rhytmonix Studios provides professional engineering services in the field of autonomous systems design, industrial automation, embedded software development, machine vision systems, artificial intelligence algorithm development, hardware prototyping, system integration, and robotics service and maintenance. Our services include, but are not limited to:

• Design and development of autonomous systems for industrial, commercial, agricultural, energy, defense, and healthcare applications, including self-governing platforms with fail-safe control architectures and redundant safety mechanisms.
• Development and deployment of machine vision systems including multi-camera inspection pipelines, 3D spatial mapping, object detection and classification, quality assurance vision systems, and real-time visual processing solutions for production environments.
• Custom artificial intelligence and machine learning model development including deep learning neural networks, reinforcement learning agents, predictive analytics engines, edge-optimized AI inference, and computer vision algorithms tailored to specific operational requirements.
• Embedded software and firmware development for microcontrollers (ARM Cortex, STM32), field-programmable gate arrays (FPGAs), systems-on-chip (SoCs), and real-time operating systems (RTOS) with optimization for minimal latency and maximum reliability.
• Rapid hardware prototyping including PCB design and fabrication, sensor array assembly, actuator system design, mechanical housing engineering, and design-for-manufacturing (DFM) optimization with iterative revision cycles.
• Full-scale system integration services encompassing hardware-software integration, industrial protocol implementation (EtherCAT, CAN Bus, Modbus, OPC UA, MQTT), robotic platform commissioning, operator training, and ongoing maintenance and support contracts.

The specific scope, deliverables, timelines, and pricing for each engagement are detailed in individual project proposals and statements of work ("SOW") which, once executed by both parties, become part of these Terms and are incorporated herein by reference.

3. Client Obligations

To ensure the successful delivery of our services, you agree to fulfill the following obligations in a timely and thorough manner:

• Provide accurate, complete, and current information regarding your project requirements, operational environment, system constraints, performance targets, regulatory requirements, and any other information reasonably necessary for us to perform our services.
• Designate a qualified project representative who has the authority to make decisions, provide approvals, and communicate on your behalf throughout the duration of the engagement.
• Provide timely feedback, approvals, and access to facilities, equipment, systems, and personnel as may be required for us to perform our services according to the agreed-upon project schedule.
• Ensure that all information, materials, data, and access credentials provided to us do not infringe upon any third-party intellectual property rights, trade secrets, or confidential information.
• Comply with all applicable federal, state, and local laws, regulations, and industry standards relevant to your operations and the deployment of the systems we engineer for you.
• Maintain appropriate insurance coverage for your operations, including but not limited to general liability, professional liability, and product liability insurance as applicable to the systems deployed.

Failure to fulfill these obligations may result in project delays, increased costs, or modifications to the project scope, and Rhytmonix Studios shall not be held liable for any consequences arising from such failure on the part of the Client.

4. Intellectual Property Rights

Upon full and final payment of all fees and charges associated with a project, all custom-developed intellectual property created specifically for the Client — including but not limited to source code, compiled binaries, firmware, algorithm designs, neural network architectures and trained model weights, hardware schematics, PCB layouts, mechanical drawings, technical documentation, and user manuals — shall be fully assigned and transferred to the Client.

Rhytmonix Studios retains ownership of all pre-existing intellectual property, tools, frameworks, libraries, methodologies, know-how, and generalized components that were developed independently of the Client's project or that constitute our proprietary technology stack. Where such pre-existing IP is incorporated into a Client deliverable, Rhytmonix Studios grants the Client a non-exclusive, perpetual, royalty-free license to use such components solely in connection with the delivered system.

Rhytmonix Studios reserves the right to use generalized knowledge, skills, experience, techniques, and ideas gained during the performance of services for future projects, provided that such use does not disclose or utilize the Client's confidential information or proprietary data.

5. Payment Terms

All fees and payment schedules are established in the executed SOW for each project engagement. Unless otherwise specified in the SOW, the following standard payment terms apply:

• A non-refundable deposit of thirty percent (30%) of the total project fee is due upon execution of the SOW and prior to the commencement of any work. This deposit secures your position in our project pipeline and initiates resource allocation.
• Milestone payments are due within fifteen (15) business days of the completion and Client approval of each defined project milestone as specified in the SOW.
• The final payment, constituting the remaining balance of the total project fee, is due upon final delivery and acceptance of all project deliverables, and prior to the transfer of intellectual property rights.
• All invoices not paid within the specified payment period shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by Colorado law, whichever is less.
• All prices are quoted in United States Dollars (USD) and are exclusive of applicable sales tax, use tax, or other governmental charges, which shall be the responsibility of the Client.

Rhytmonix Studios reserves the right to suspend or terminate services in the event of non-payment or material breach of payment terms, without prejudice to any other rights or remedies available under these Terms or applicable law.

6. Warranties and Disclaimers

Rhytmonix Studios warrants that all services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards for autonomous systems engineering and industrial automation. We further warrant that all deliverables will substantially conform to the specifications set forth in the executed SOW for a period of ninety (90) days following final delivery ("Warranty Period").

During the Warranty Period, Rhytmonix Studios will, at its sole expense, correct any defects in the deliverables that are attributable to our engineering work. This warranty does not cover defects caused by Client modifications, misuse, improper operation, environmental conditions outside specified parameters, third-party interference, or force majeure events.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RHYTMONIX STUDIOS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OUR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF RHYTMONIX STUDIOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Rhytmonix Studios' total cumulative liability arising out of or relating to these Terms, any SOW, or the services provided hereunder shall not exceed the total fees actually paid by the Client to Rhytmonix Studios under the applicable SOW during the twelve (12) months preceding the event giving rise to such liability.

8. Confidentiality

Both parties acknowledge that during the course of the engagement, each party may disclose or receive confidential and proprietary information of the other party ("Confidential Information"). Confidential Information includes, but is not limited to, trade secrets, technical data, system architectures, algorithms, source code, business plans, client lists, financial information, and any other information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such information to any third party without the prior written consent of the disclosing party; (c) use such information solely for the purposes of performing obligations under these Terms; and (d) protect such information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. These confidentiality obligations shall survive the termination of these Terms for a period of five (5) years.

9. Termination

Either party may terminate a project engagement by providing thirty (30) days' written notice to the other party. In the event of termination by the Client, the Client shall pay for all work completed up to the date of termination, including any work-in-progress at the proportional rate, plus any non-cancellable commitments made by Rhytmonix Studios in connection with the project (such as hardware purchases or third-party service commitments).

Either party may terminate the engagement immediately upon written notice if the other party: (a) commits a material breach of these Terms or the applicable SOW and fails to cure such breach within fifteen (15) days of receiving written notice thereof; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets; or (c) ceases to conduct business in the normal course.

Upon termination, Rhytmonix Studios will deliver all completed work product and work-in-progress to the Client, subject to full payment for all services rendered. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law shall survive any termination of these Terms.

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless Rhytmonix Studios, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Client's use, deployment, or operation of the delivered systems; (b) the Client's breach of these Terms or any applicable SOW; (c) any third-party claims arising from the operation of the autonomous systems in the Client's environment; or (d) the Client's failure to comply with applicable laws, regulations, or safety standards.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles. Any disputes arising out of or relating to these Terms or our services shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Jefferson County, Colorado. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information without the requirement of posting a bond or proving actual damages.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to natural disasters, epidemics, pandemics, acts of government, war, terrorism, labor disputes, supply chain disruptions, power outages, internet service interruptions, or semiconductor and component shortages ("Force Majeure Event"). The affected party shall promptly notify the other party of the Force Majeure Event and use reasonable efforts to mitigate its effects.

13. Miscellaneous

These Terms, together with any executed SOW, constitute the entire agreement between the parties and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No modification of these Terms shall be effective unless made in writing and signed by both parties.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms may not be assigned by either party without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.