Terms
Terms of Service
Terms and conditions for using our services
BURNSIDE PROJECT LLC TERMS OF SERVICE AND LEGAL AGREEMENT
Effective Date: August 18, 2025
Entity: Burnside Project LLC ("Burnside Project," "we," "us," or "our")
1. INTRODUCTION AND ACCEPTANCE
1.1 Parties
This Agreement is entered into between Burnside Project LLC, a Delaware limited liability company ("Burnside Project," "Company," "we," "us," or "our"), and the individual or entity accessing or using our website, software, or services ("Client," "you," or "your").
1.2 Acceptance
By accessing our website, downloading or installing our software, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.
1.3 Rejection
If you do not agree to this Agreement, you must not access our website, use our software, or engage our services.
1.4 Entire Agreement
This Agreement, together with any applicable Statement of Work, Order Form, or Data Processing Addendum, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to its subject matter.
2. DEFINITIONS
"Client Data" means all data, information, content, and materials provided by Client or collected from Client's systems in connection with the Services or Software.
"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
"Deliverables" means any work product, reports, documentation, configurations, or other materials created by Burnside Project for Client under a Statement of Work.
"Services" means the managed data services, consulting services, support services, and any other professional services provided by Burnside Project to Client.
"Software" means any software, code, tools, agents, collectors, scripts, or applications made available by Burnside Project, whether proprietary or open source, including all updates, modifications, and documentation.
"Statement of Work" or "SOW" means a written document executed by both parties that describes the specific Services to be performed, Deliverables, timeline, and fees.
3. SERVICES
3.1 Scope
Burnside Project provides:
Managed Data Services: Deployment, monitoring, optimization, and management of cloud-native and on-premises data infrastructure across platforms including AWS, GCP, and Azure
Consulting Services: Architecture design, data engineering, analytics enablement, machine learning integration, and strategic advisory
Support Services: Training, troubleshooting, documentation, and ongoing operational support
Software: Database telemetry collectors, monitoring agents, and related tools
3.2 Statements of Work
Services are provided according to individual Statements of Work agreed upon by both parties. Each SOW will specify the scope, deliverables, timeline, fees, and any project-specific terms. In the event of conflict between this Agreement and an SOW, the SOW shall govern with respect to the specific engagement.
3.3 Professional Standards
Services will be performed in a professional and workmanlike manner consistent with industry standards. Unless expressly stated otherwise in a SOW, Services are delivered on a best-effort basis and do not guarantee specific outcomes, performance improvements, cost savings, or results.
3.4 Changes
Changes to the scope of any SOW require written agreement by both parties. Burnside Project may adjust fees and timelines to reflect approved changes.
4. SOFTWARE LICENSE
4.1 License Grant
Subject to the terms of this Agreement and payment of applicable fees, Burnside Project grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software solely for Client's internal business purposes.
4.2 Restrictions
Client shall not:
Copy, modify, adapt, translate, or create derivative works of the Software except as expressly permitted
Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law
Rent, lease, loan, sell, sublicense, distribute, or otherwise transfer the Software to any third party
Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
Use the Software to develop a competing product or service
Use the Software in violation of any applicable law or regulation
4.3 Open Source Components
The Software may include open source components subject to separate license terms. Such components are provided "as is" pursuant to their respective licenses. A list of open source components and their licenses is available upon request.
4.4 Updates
Burnside Project may, at its sole discretion, provide updates, patches, or new versions of the Software. This Agreement applies to all such updates unless accompanied by a separate license agreement.
4.5 Self-Hosted Software
Where Software is installed and operated in Client's environment:
Client is solely responsible for the installation, configuration, operation, security, and maintenance of the Software within Client's environment
Client is responsible for ensuring compatibility with Client's systems, networks, and infrastructure
Client acknowledges that the Software operates on Client's infrastructure and does not transmit Client Data to Burnside Project unless explicitly configured by Client to do so
Burnside Project has no access to, visibility into, or responsibility for Client's environment, data, or systems except as expressly provided in a SOW
5. CLIENT RESPONSIBILITIES
5.1 General Obligations
Client agrees to:
Provide timely access to relevant systems, environments, credentials, and personnel as reasonably necessary for Burnside Project to perform the Services
Ensure that all information provided to Burnside Project is accurate, complete, and not misleading
Maintain all necessary software licenses, subscriptions, and third-party agreements required for Client's infrastructure
Use the Services and Software in compliance with all applicable laws, regulations, and third-party agreements
Maintain appropriate backup, disaster recovery, and business continuity procedures for Client's systems and data
Implement and maintain reasonable security measures for Client's environment
5.2 Client Systems
Client is solely responsible for:
The security, integrity, and availability of Client's systems, networks, and data
All activity that occurs within Client's environment, including activity resulting from the installation or operation of the Software
Compliance with applicable data protection, privacy, and security laws and regulations
Obtaining all necessary consents, authorizations, and legal bases for the collection and processing of data in Client's environment
5.3 Cooperation
Client acknowledges that Burnside Project's ability to perform the Services depends on Client's timely cooperation and provision of access and information. Burnside Project is not responsible for delays, failures, or additional costs resulting from Client's failure to fulfill its responsibilities under this Agreement.
6. FEES AND PAYMENT
6.1 Fees
Client shall pay the fees specified in the applicable SOW, Order Form, or proposal. Unless otherwise specified, fees are quoted in United States Dollars.
6.2 Invoicing
Burnside Project will invoice Client according to the payment schedule set forth in the applicable SOW. If no schedule is specified, Burnside Project will invoice monthly in arrears for Services performed.
6.3 Payment Terms
Invoices are due and payable within thirty (30) days of the invoice date unless otherwise agreed in writing.
6.4 Late Payment
Overdue amounts shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. Client shall reimburse Burnside Project for all costs of collection, including reasonable attorneys' fees.
6.5 Taxes
All fees are exclusive of taxes. Client is responsible for all sales, use, value-added, withholding, and other taxes and duties, excluding taxes based on Burnside Project's net income.
6.6 Expenses
Unless otherwise specified in the SOW, Client shall reimburse Burnside Project for reasonable, pre-approved, out-of-pocket expenses incurred in connection with the Services.
6.7 Fee Disputes
Client must notify Burnside Project in writing of any disputed invoice within fifteen (15) days of receipt. Client shall pay all undisputed amounts by the due date. The parties shall work in good faith to resolve any disputes promptly.
7. INTELLECTUAL PROPERTY
7.1 Pre-Existing IP
Each party retains all rights in its pre-existing intellectual property. Neither party grants the other any rights in its pre-existing intellectual property except as expressly stated in this Agreement.
7.2 Deliverables
Upon Client's payment in full, Burnside Project assigns to Client all right, title, and interest in and to the Deliverables created specifically for Client under a SOW, excluding any Burnside Project IP incorporated therein.
7.3 Burnside Project IP
Notwithstanding Section 7.2, Burnside Project retains all right, title, and interest in and to:
The Software and all modifications, enhancements, and derivative works thereof
All pre-existing materials, tools, methodologies, frameworks, libraries, and know-how
Any general knowledge, skills, experience, ideas, concepts, techniques, or know-how acquired or developed during the engagement
Any materials or components not created specifically for Client
7.4 License to Burnside Project IP
To the extent any Deliverables incorporate Burnside Project IP, Burnside Project grants Client a non-exclusive, perpetual, royalty-free license to use such Burnside Project IP solely as part of and to the extent necessary to use the Deliverables for Client's internal business purposes.
7.5 Feedback
If Client provides feedback, suggestions, or recommendations regarding the Services or Software, Burnside Project may freely use such feedback without obligation or compensation to Client.
7.6 Client Data
Client retains all right, title, and interest in and to Client Data. Client grants Burnside Project a limited license to access and use Client Data solely as necessary to perform the Services.
8. CONFIDENTIALITY
8.1 Obligations
Each party agrees to:
Protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care
Use the other party's Confidential Information only for purposes of this Agreement
Not disclose the other party's Confidential Information to any third party except as expressly permitted
8.2 Permitted Disclosures
A party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.
8.3 Exclusions
Confidential Information does not include information that:
Is or becomes publicly available through no fault of the receiving party
Was rightfully known to the receiving party prior to disclosure
Is rightfully obtained from a third party without restriction
Is independently developed without use of or reference to the disclosing party's Confidential Information
8.4 Required Disclosure
A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the party gives the other party prompt written notice (to the extent permitted) and cooperates in seeking a protective order.
8.5 Return or Destruction
Upon termination of this Agreement or upon request, each party shall return or destroy all Confidential Information of the other party, except as required to be retained by law or for legitimate archival purposes.
9. DATA HANDLING AND PRIVACY
9.1 Client Data Ownership
Client retains all ownership rights in Client Data. Nothing in this Agreement transfers ownership of Client Data to Burnside Project.
9.2 Data Processing
Where Burnside Project processes personal data on behalf of Client, the parties shall execute a Data Processing Addendum incorporating terms required by applicable data protection laws.
9.3 Self-Hosted Software
Where Client uses self-hosted Software:
All Client Data remains within Client's environment and under Client's control
Burnside Project does not access, receive, or process Client Data except as explicitly authorized by Client in writing
Client is solely responsible for compliance with all applicable data protection and privacy laws regarding Client Data
9.4 No Data Selling
Burnside Project does not sell Client Data or use Client Data for purposes other than providing the Services.
9.5 Privacy Policy
Burnside Project's collection and use of information through its website is governed by its Privacy Policy, available at [URL].
10. WARRANTIES
10.1 Mutual Warranties
Each party represents and warrants that:
It has the legal power and authority to enter into this Agreement
Its execution and performance of this Agreement does not violate any other agreement to which it is a party
It will comply with all applicable laws and regulations in its performance under this Agreement
10.2 Burnside Project Warranties
Burnside Project represents and warrants that:
Services will be performed in a professional manner consistent with industry standards
It has the right to grant the licenses granted in this Agreement
To its knowledge, the Software does not contain any malicious code intentionally designed to damage or disrupt Client's systems
10.3 Disclaimer of Warranties
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, BURNSIDE PROJECT PROVIDES THE SERVICES AND SOFTWARE "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.
BURNSIDE PROJECT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:
IMPLIED WARRANTIES OF MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
NON-INFRINGEMENT
ACCURACY, RELIABILITY, OR COMPLETENESS
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION
RESULTS OR OUTCOMES FROM THE USE OF THE SERVICES OR SOFTWARE
NO ADVICE OR INFORMATION OBTAINED FROM BURNSIDE PROJECT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
10.4 Third-Party Services
The Services and Software may integrate with or depend on third-party platforms, services, or products (including AWS, GCP, Azure, and others). Burnside Project makes no warranties regarding and assumes no responsibility for the availability, performance, security, terms, or actions of any third-party services.
11. LIMITATION OF LIABILITY
11.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY:
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES
LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, OR GOODWILL
LOSS OF DATA OR DATA CORRUPTION
COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
BUSINESS INTERRUPTION OR DOWNTIME
WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BURNSIDE PROJECT'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO BURNSIDE PROJECT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IF NO FEES HAVE BEEN PAID, BURNSIDE PROJECT'S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
11.3 Allocation of Risk
THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT AN INFORMED, VOLUNTARY ALLOCATION OF RISK AND THAT SUCH ALLOCATION IS A MATERIAL PART OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE FEES REFLECT THIS ALLOCATION OF RISK.
11.4 Essential Purpose
THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11.5 Exceptions
The limitations in this Section 11 shall not apply to:
Client's payment obligations under this Agreement
Either party's breach of confidentiality obligations
Either party's indemnification obligations
Liability arising from a party's gross negligence, willful misconduct, or fraud
Liability that cannot be limited under applicable law
12. INDEMNIFICATION
12.1 Burnside Project Indemnification
Burnside Project shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:
Burnside Project's infringement of any third party's intellectual property rights, provided that Burnside Project shall have no obligation with respect to claims arising from: (i) modifications made by Client, (ii) combination of the Software with materials not provided by Burnside Project, or (iii) Client's use of the Software other than as permitted under this Agreement
Burnside Project's gross negligence or willful misconduct
12.2 Client Indemnification
Client shall indemnify, defend, and hold harmless Burnside Project and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:
Client's use of the Services or Software in violation of this Agreement or applicable law
Client Data or Client's collection, processing, or use of data in Client's environment
Client's products, services, or business operations
Client's violation of any third party's rights
Any claims by Client's customers, users, or end users
12.3 Indemnification Procedure
The indemnified party shall:
Provide prompt written notice of any claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced)
Grant the indemnifying party sole control of the defense and settlement of the claim
Provide reasonable cooperation at the indemnifying party's expense
The indemnifying party shall not settle any claim in a manner that admits liability or imposes obligations on the indemnified party without the indemnified party's prior written consent.
13. TERM AND TERMINATION
13.1 Term
This Agreement is effective as of the Effective Date and continues until terminated in accordance with this Section 13.
13.2 Termination for Convenience
Either party may terminate this Agreement or any SOW upon thirty (30) days' prior written notice to the other party.
13.3 Termination for Cause
Either party may terminate this Agreement or any SOW immediately upon written notice if:
The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach
The other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors
13.4 Effect of Termination
Upon termination:
Client shall pay all fees for Services performed and expenses incurred through the effective date of termination
All licenses granted under this Agreement shall terminate, and Client shall cease using the Software
Each party shall return or destroy the other party's Confidential Information in accordance with Section 8.5
Burnside Project shall, upon request, provide reasonable assistance to transition Services to Client or a successor provider, at Client's expense
13.5 Survival
The following provisions shall survive termination of this Agreement: Sections 2 (Definitions), 6 (Fees and Payment, with respect to amounts accrued), 7 (Intellectual Property), 8 (Confidentiality), 10.3 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13.4 (Effect of Termination), 13.5 (Survival), 14 (Governing Law and Disputes), and 16 (General Provisions).
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
14.2 Dispute Resolution
The parties shall attempt to resolve any dispute arising from or relating to this Agreement through good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may pursue resolution through the courts as provided below.
14.3 Jurisdiction and Venue
Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, for any action arising from or relating to this Agreement. Each party waives any objection to venue in such courts.
14.4 Waiver of Jury Trial
EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT.
15. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of government, epidemics, pandemics, internet or telecommunications failures, power outages, or third-party service provider failures. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected SOW upon written notice.
16. GENERAL PROVISIONS
16.1 Independent Contractor
Burnside Project is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
16.2 Assignment
Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.
16.3 Notices
All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by recognized overnight courier to the addresses specified in this Agreement or such other address as a party may designate in writing.
Burnside Project notices: legal@burnsideproject.ai
16.4 Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent to the extent possible.
16.5 Waiver
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall constitute a waiver of such right.
16.6 Amendment
This Agreement may be amended only by a written instrument signed by both parties, except that Burnside Project may update this Agreement from time to time by posting revised terms on its website. Material changes will be communicated to Clients with active engagements. Continued use of the Services or Software after such changes constitutes acceptance.
16.7 Headings
Section headings are for convenience only and shall not affect the interpretation of this Agreement.
16.8 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Electronic signatures shall be deemed original signatures.
16.9 Export Compliance
Client shall comply with all applicable export control laws and regulations in its use of the Services and Software.
16.10 Government End Users
If Client is a U.S. Government entity, the Software is provided as "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in applicable regulations, with only those rights granted to all other users under this Agreement.
17. WEBSITE DISCLAIMER
17.1 Informational Purposes
The content on Burnside Project's website is for informational purposes only. Nothing on the website constitutes professional, legal, financial, security, or technical advice. Consult qualified professionals before making decisions based on information provided on the website.
17.2 No Guarantees
Burnside Project does not guarantee the accuracy, completeness, timeliness, or reliability of any information on its website. Case studies, examples, and testimonials reflect individual experiences and do not guarantee similar results.
17.3 External Links
The website may contain links to third-party websites. Burnside Project is not responsible for the content, accuracy, or practices of any third-party websites.
17.4 Availability
Burnside Project does not warrant that the website will be available, uninterrupted, secure, or error-free.
18. CONTACT INFORMATION
Burnside Project LLC Email: legal@burnsideproject.ai Website: https://burnsideproject.ai