# Terms of Service ## 3luebird Experience Strategy & Architecture **Last Updated: February 22, 2025** ## 1. Introduction Welcome to 3luebird Experience Strategy & Architecture ("3luebird," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our services, including our website and consulting services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. ## 2. Services ### 2.1 Service Description 3luebird provides experience strategy and architecture consulting services, including but not limited to UX research, experience roadmapping, digital transformation planning, information architecture, interaction design systems, service blueprinting, and design system development. ### 2.2 Service Delivery All Services will be delivered as specified in a separate Statement of Work ("SOW") or consulting agreement executed between 3luebird and the client. The SOW will detail the scope, deliverables, timeline, and fees for the specific Services to be provided. ### 2.3 Changes to Services We reserve the right to modify, suspend, or discontinue any part of our Services at any time. We will provide reasonable notice of any material changes that affect ongoing client engagements. ## 3. Client Responsibilities ### 3.1 Cooperation Clients agree to: - Provide timely and accurate information necessary for the provision of Services - Review and provide feedback on deliverables within agreed-upon timeframes - Designate a primary point of contact for the duration of the engagement - Participate in scheduled meetings and work sessions - Provide access to relevant systems, documentation, and resources as required ### 3.2 Approvals Clients are responsible for reviewing and approving all deliverables. Once approved, any requested changes to completed deliverables may result in additional fees and timeline adjustments. ## 4. Fees and Payment ### 4.1 Fees Fees for our Services will be outlined in the applicable SOW or consulting agreement. Fees may be structured as fixed project fees, hourly rates, retainer arrangements, or any combination thereof, as agreed upon by both parties. ### 4.2 Payment Terms Unless otherwise specified in the SOW: - Invoices will be issued according to the payment schedule outlined in the SOW - Payment is due within 30 days of the invoice date - Late payments may incur interest charges of 1.5% per month - For projects exceeding 60 days, we require a 50% deposit upon project initiation ### 4.3 Expenses Clients will reimburse 3luebird for reasonable expenses incurred in connection with providing the Services, including but not limited to travel, accommodations, research participant incentives, and specialized software or tools. All expenses will be approved by the client in advance. ## 5. Intellectual Property ### 5.1 Client Materials Clients retain ownership of all materials, content, data, and intellectual property provided to 3luebird in connection with the Services ("Client Materials"). Clients grant 3luebird a limited, non-exclusive license to use Client Materials solely for the purpose of providing the Services. ### 5.2 Deliverables Upon receipt of full payment for the Services, 3luebird assigns to the client all rights, title, and interest in the final deliverables specifically created for the client as outlined in the SOW, with the following exceptions: ### 5.3 3luebird Materials 3luebird retains ownership of all pre-existing materials, methods, processes, tools, techniques, and know-how used in the provision of Services ("3luebird Materials"). 3luebird grants clients a non-exclusive, non-transferable license to use 3luebird Materials solely in connection with the deliverables provided under the SOW. ### 5.4 Portfolio Rights 3luebird reserves the right to use client name, non-confidential project descriptions, and representative samples of work created for clients in its portfolio, case studies, and other promotional materials, unless explicitly prohibited in writing by the client. ## 6. Confidentiality ### 6.1 Confidential Information Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party in connection with the Services ("Confidential Information"). Confidential Information will not include information that: - Is or becomes publicly available through no fault of the receiving party - Was known to the receiving party prior to disclosure - Is independently developed by the receiving party without use of the Confidential Information - Is received from a third party without breach of any obligation ### 6.2 Nondisclosure Each party agrees to: - Use Confidential Information solely for the purpose of providing or receiving the Services - Protect Confidential Information with the same degree of care used to protect its own confidential information, but no less than reasonable care - Not disclose Confidential Information to any third party without prior written consent - Limit access to Confidential Information to those employees, contractors, and agents who need access to perform the Services ### 6.3 Duration Confidentiality obligations will survive the termination of Services for a period of three (3) years, or longer if required by applicable law or specified in a separate confidentiality agreement. ## 7. Limitation of Liability ### 7.1 Disclaimer of Warranties THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. 3LUEBIRD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ### 7.2 Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL 3LUEBIRD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF THE SERVICES. 3LUEBIRD'S TOTAL LIABILITY IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO 3LUEBIRD FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. ## 8. Termination ### 8.1 Termination by Client Clients may terminate Services at any time by providing written notice to 3luebird. Upon termination, clients will pay for: - All Services performed up to the date of termination - Any non-cancellable expenses incurred - Any early termination fees specified in the SOW ### 8.2 Termination by 3luebird 3luebird may terminate Services: - If client fails to make timely payments - If client materially breaches these Terms or the SOW - Upon 30 days' written notice for any reason ### 8.3 Effect of Termination Upon termination: - All licenses granted under these Terms will terminate, except as explicitly provided otherwise - Each party will return or destroy all Confidential Information of the other party - Provisions that by their nature should survive will survive, including intellectual property, confidentiality, limitation of liability, and governing law ## 9. General Provisions ### 9.1 Independent Contractor 3luebird is an independent contractor. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between the parties. ### 9.2 Non-Solicitation During the term of the Services and for one (1) year thereafter, client agrees not to solicit or hire any employee or contractor of 3luebird who was involved in providing the Services, without 3luebird's prior written consent. ### 9.3 Force Majeure Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, epidemics, governmental actions, power failures, and Internet or service provider disruptions. ### 9.4 Assignment Neither party may assign these Terms or any rights or obligations hereunder without the prior written consent of the other party, except that 3luebird may assign these Terms to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. ### 9.5 Notices All notices must be in writing and will be deemed given when: - Delivered personally - Sent by confirmed email - Sent by nationally recognized overnight courier - Sent by registered or certified mail, return receipt requested ### 9.6 Governing Law These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any dispute arising from these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California. ### 9.7 Severability If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. ### 9.8 Waiver No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. ### 9.9 Entire Agreement These Terms, together with the applicable SOW and any other agreements referenced herein, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral. ## 10. Contact Information If you have any questions about these Terms, please contact us at: **3luebird Experience Strategy & Architecture** Email: legal@3luebird.com Phone: 678.481.4951