These Terms of Service ("Terms") govern your use of oddEven Consulting's consulting and software services and website. By engaging our services or using our website, you agree to be bound by these Terms.

1. Services

oddEven Consulting provides consulting and software services including but not limited to:

• Operations and systems audits
• Systems integration and orchestration
• Custom software development
• Workflow automation and agent implementation
• Training, maintenance, and adoption support

2. Service Agreement

Specific project terms, deliverables, timelines, and compensation will be outlined in separate service agreements or statements of work (SOW) for each engagement.

3. Payment Terms

• Fees are specified in the applicable service agreement. Build fees are due per the payment schedule stated there. The Discovery Call is free.
• Late payments may incur additional fees as specified in the service agreement.
• The Audit fee is due in full before the Audit begins, and the Audit is scheduled once payment is received. The fee is earned upon delivery of the Audit findings (the Systems Map and roadmap) and is non-refundable, except under the No-Fit Refund below.
• No-Fit Refund. If, during the Audit, oddEven determines that a breaking technical, operational, or compliance obstacle makes it infeasible to build or connect any workable solution for the client's operation, oddEven will refund the Audit fee in full and the client keeps the Audit findings. This determination is made by oddEven based on the Audit's findings. A partial fit, an imperfect fit, a higher-than-hoped cost estimate, or a client's own decision not to proceed does not qualify for a refund: the Audit's findings retain value in those cases, and the fee is earned and not refunded regardless of whether the client proceeds to a Build.
• Where the Audit fee is not refunded and a Phase 1 Build implementation begins within 14 days of the Audit readout, 50% of the Audit fee credits toward the Build price.

4. Intellectual Property

Upon full payment for a given deliverable or milestone, the client owns the custom work product and source code corresponding to that deliverable or milestone.

Foundation license. oddEven's pre-existing intellectual property, including the Operating System Foundation, remains oddEven's property. It is licensed to the client on a perpetual, non-exclusive basis for the client's internal use within the delivered system, for as long as the client uses that system. This license is not transferable except as part of a bona fide sale of the client's business, with 30 days' written notice to oddEven, and is not sublicensable to third parties, including franchisees or affiliated entities, except as expressly agreed in the service agreement.

Work product on early termination. If an engagement ends before completion (see Section 8), ownership of work product follows the milestone schedule in the service agreement. The client owns and receives all source code and deliverables for milestones paid in full as of the termination date. For work performed beyond the last paid milestone, the client may elect, within 30 days of termination, to pay the pro-rata contracted rate for that work in order to receive and own it; absent that election, the unpaid work in progress remains oddEven's property.

5. Confidentiality

We maintain strict confidentiality of all client information and project details. Mutual non-disclosure agreements (NDAs) are available upon request.

6. Data Privacy & Security

We treat client data as confidential, restrict access to personnel who need it for the engagement, and use reasonable administrative, technical, and physical safeguards, including encryption in transit and at rest where the systems involved support it. The client retains ownership of all client data at all times; oddEven acts as a service provider processing that data solely to perform the engagement.

If a client's data is subject to a specific regulatory framework, for example HIPAA for healthcare providers, GLBA for financial services, state bar or professional-conduct confidentiality rules for legal and accounting practices, or PCI-DSS for payment card data, oddEven will execute the agreement that framework requires, such as a HIPAA Business Associate Agreement, before accessing the regulated data, and will limit access to the minimum necessary to perform the engagement. The specific obligations that apply, and any added fees for the controls they require, are documented in the service agreement.

Where the engagement involves third-party subprocessors, such as cloud hosting or AI model providers, we will disclose which subprocessors handle client data on request and select subprocessors with compliance certifications appropriate to the data involved. We will notify the client of any confirmed security incident affecting client data without undue delay. Where the engagement is covered by a regulatory agreement such as a Business Associate Agreement, we will notify the client within 72 hours of confirming the incident, or sooner if that agreement requires it. On termination, we will return or delete client data per the client's instruction, except where retention is required by law or by a signed regulatory agreement such as a BAA.

7. Limitation of Liability

Our liability is limited to the amount paid for services in the twelve months preceding any claim. We are not liable for indirect, consequential, or punitive damages.

8. Termination

Either party may terminate services with written notice. Client remains responsible for payment of all work completed and approved prior to termination. See Section 4 for ownership of work product on early termination.

9. Warranty Disclaimer

Services are provided "as is" without warranties beyond those explicitly stated in service agreements. We do not guarantee specific business outcomes or results.

10. Dispute Resolution

Before filing a claim, the parties will attempt to resolve any dispute through good-faith negotiation for 30 days, then, if unresolved, through mediation with a neutral mediator agreed by both parties, with costs split equally. If mediation does not resolve the dispute within 60 days, either party may pursue binding arbitration under the rules of the American Arbitration Association, seated in Austin, Texas, with judgment on the award enforceable in any court of competent jurisdiction.

Either party may seek injunctive relief in court, without first mediating or arbitrating, to protect confidential information or intellectual property rights. Claims under $10,000 may instead be brought in small claims court in the jurisdiction where the claiming party resides or is based.

11. Governing Law

These Terms are governed by the laws of the State of Texas and the United States of America.

12. Changes to Terms

We reserve the right to update these Terms. Clients will be notified of material changes via email or website notice.

Last updated: August 3, 2026

Contact us at contact@oddeven-consulting.com