Terms of Service & Legal Agreement

• Services: engineering, design, prototyping, analytics, firmware, and related professional services.
• Client: any person or entity engaging Services.
• Deliverables: outputs delivered to Client (code, designs, reports, prototypes).

Services are provided under a written proposal, statement of work (SOW), or order form that defines scope, timeline and fees. Proposals expire as stated or 30 days if no term is given.

Client will pay fees as set out in the applicable proposal. Unless stated otherwise, invoices are due within 30 days. Overdue amounts may accrue interest as allowed by law.

Fees exclude taxes; Client is responsible for sales, VAT, GST, or similar taxes unless based on BlackRock Engineering’s net income.

Each party will keep confidential non-public information marked or reasonably understood to be confidential. Confidentiality obligations do not apply to information that is public, already known, rightfully received from third parties, or independently developed.

Confidential obligations survive termination for three (3) years unless otherwise agreed.

BlackRock Engineering retains ownership of pre-existing tools, libraries, templates and know-how. Upon full payment, Client receives ownership of Deliverables created specifically for the Client, excluding pre-existing IP (which is licensed).

Client grants BlackRock Engineering a limited license to Client-supplied IP to perform Services.

Each party warrants it has authority to enter these Terms. BlackRock Engineering warrants Services will be performed with reasonable skill and care.

EXCEPT AS EXPRESSLY STATED, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND ALL OTHER WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Client will indemnify and hold harmless BlackRock Engineering from claims arising out of Client breach, Client-supplied materials, or Client misuse of Deliverables.

BlackRock Engineering will indemnify Client for third-party IP infringement claims related to completed Deliverables, provided Client gives prompt notice and cooperates with defense.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, LOST PROFITS, OR LOSS OF DATA.

EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, AGGREGATE LIABILITY IS LIMITED TO FEES PAID FOR THE APPLICABLE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT.

Both parties will comply with applicable data protection laws. Processing of personal data is governed by the SOW/DPA and our Privacy Policy.

Either party may terminate for material breach not cured within 30 days after written notice. BlackRock Engineering may suspend Services for nonpayment. On termination, Client pays for Services performed and Deliverables delivered through the effective date.

Parties will attempt to resolve disputes by good faith negotiation. Unresolved disputes will be resolved by binding arbitration unless otherwise agreed.

Severability, waiver and entire agreement provisions apply as customary: if a provision is invalid, the rest remain in effect; failure to enforce a right is not a waiver; these Terms plus the SOW/proposal constitute the entire agreement.