1. Acceptance and eligibility
By accessing oakgen.org or purchasing services from Oakgen, you agree to these Terms. If you use the site or engage Oakgen for an organization, you represent that you have authority to bind that organization. You must be legally capable of entering a binding contract.
2. Services
Oakgen provides software strategy, product design, web and mobile development, custom software, integrations, automation, AI chatbot and agent development, modernization, maintenance, and related professional services.
Specific deliverables, assumptions, schedule, fees, acceptance criteria, and responsibilities will be stated in a proposal, statement of work, order form, or other written project agreement (a “SOW”). If these Terms conflict with a signed SOW, the SOW controls for that engagement.
3. Proposals and changes
Proposals remain open for the period stated in the proposal and may be withdrawn before acceptance. Changes to scope, priorities, integrations, requirements, or schedule may affect fees and delivery dates. Oakgen will document material changes and obtain approval before adding them to the engagement.
4. Client responsibilities
Clients must provide timely decisions, accurate requirements, appropriate subject-matter expertise, necessary access, and materials reasonably required for the work. Clients are responsible for the legality, accuracy, and rights associated with content, data, trademarks, software, credentials, and other materials they provide.
Delays, incomplete information, unavailable systems, or changing dependencies may require schedule and fee adjustments. Clients remain responsible for business decisions, regulatory obligations, and final review of the product in their operating context.
5. Fees, expenses, and taxes
Fees, deposits, invoicing milestones, recurring charges, approved expenses, and payment dates are stated in the applicable SOW. Unless stated otherwise, invoices are due in U.S. dollars and are non-refundable for work performed or capacity reserved.
Clients are responsible for applicable sales, use, value-added, withholding, or similar taxes, excluding taxes on Oakgen’s net income. Oakgen may pause work or withhold delivery for overdue undisputed amounts after reasonable notice.
6. Third-party products and services
Projects may rely on hosting providers, app stores, APIs, open-source software, AI models, payment providers, analytics tools, and other third-party services. Those services are governed by their own terms, pricing, availability, security, and policies.
Unless a SOW states otherwise, clients are responsible for third-party accounts and ongoing fees. Oakgen is not responsible for third-party changes, outages, restrictions, or discontinuation, but can help assess and implement reasonable alternatives as additional work.
7. Artificial intelligence features
AI systems may produce incomplete, inaccurate, biased, or unexpected output. Unless expressly agreed in writing, AI features are decision-support tools and should not be used as the sole basis for legal, medical, financial, employment, safety-critical, or other high-impact decisions.
Clients are responsible for approving intended data sources, use cases, user notices, human review, and deployment controls. Sensitive, regulated, confidential, or personal data should not be submitted to an AI provider unless the parties have approved the provider and safeguards in writing.
8. Intellectual property
Each party retains ownership of intellectual property it owned or developed independently of an engagement. Upon full payment, the client receives the ownership or license rights to final deliverables stated in the SOW.
Oakgen retains its pre-existing materials, general know-how, reusable tools, processes, templates, libraries, and non-client-specific components. To the extent those materials are embedded in a deliverable, Oakgen grants the client the license reasonably necessary to use the deliverable for its intended purpose, subject to any third-party license terms.
9. Feedback and portfolio use
Clients may provide feedback, suggestions, or ideas about Oakgen’s services. Oakgen may use non-confidential feedback without restriction or payment. Oakgen will identify a client or publicly display non-public project work only when permitted by the SOW or with appropriate permission.
10. Confidentiality
Each party will use the other party’s confidential information only for the engagement and will protect it using reasonable care. Confidential information does not include information that is public without breach, already lawfully known, independently developed, or rightfully received from another source.
A party may disclose confidential information when legally required after giving notice where permitted. Additional confidentiality or data-processing terms may be included in a SOW or separate agreement.
11. Security and credentials
Each party is responsible for reasonable security within the systems and accounts it controls. Clients should provide least-privilege access, use secure credential-sharing methods, and remove or rotate Oakgen access after handoff.
No security measure can eliminate all risk. Unless a SOW states otherwise, Oakgen does not provide managed security operations, regulatory certification, penetration testing, or continuous monitoring.
12. Review, acceptance, and launch
Clients must review deliverables and report material non-conformity within the review period stated in the SOW. If no period is stated, acceptance occurs when the client approves the deliverable, deploys or uses it in production, or fails to identify a material non-conformity within ten business days after delivery.
Launch dates may depend on client approvals, third-party platforms, store reviews, DNS, credentials, content, or vendor access outside Oakgen’s control.
13. Limited warranty and disclaimers
Oakgen warrants that it will perform professional services in a competent and professional manner consistent with generally accepted industry practices. The client’s exclusive remedy for a substantiated breach of this warranty is reasonable re-performance of the affected services, if requested promptly.
Except for express commitments in a signed SOW, the site and services are provided “as is” and “as available.” To the maximum extent permitted by law, Oakgen disclaims implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and warranties arising from course of dealing. Oakgen does not guarantee uninterrupted operation, specific commercial results, search rankings, model accuracy, or compatibility with future third-party changes.
14. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, business opportunity, or data, arising from these Terms or an engagement, even if advised that such damages are possible.
Except for payment obligations, confidentiality breaches, intellectual-property misuse, indemnity obligations, fraud, willful misconduct, or liabilities that cannot lawfully be limited, each party’s total aggregate liability arising from an engagement will not exceed the fees paid or payable to Oakgen under the applicable SOW during the twelve months before the event giving rise to the claim.
15. Indemnification
Each party will defend and indemnify the other against third-party claims to the extent caused by its infringement or misuse of third-party rights, unlawful materials, gross negligence, willful misconduct, or violation of applicable law. The party seeking indemnity must provide prompt notice, reasonable cooperation, and control of the defense, subject to reasonable approval of settlements that impose admissions or non-monetary obligations.
16. Suspension and termination
Either party may terminate an engagement as permitted by the SOW or for a material breach that remains uncured after reasonable written notice. Oakgen may suspend access or work when necessary to address security risk, unlawful use, non-payment, or material interference with delivery.
On termination, the client must pay for work performed, approved expenses, non-cancelable commitments, and reserved capacity as stated in the SOW. Provisions that by their nature should survive will remain effective, including payment, intellectual property, confidentiality, disclaimers, liability limits, and dispute terms.
17. Acceptable website use
You may not misuse the site, interfere with its operation, attempt unauthorized access, introduce malicious code, scrape it in a manner that degrades service, impersonate another person, violate law, or use site content in a way that infringes Oakgen’s or another party’s rights.
18. Governing law and disputes
These Terms and any dispute not governed by a different written agreement are governed by the laws of the State of Wyoming, without regard to conflict-of-law principles. The parties will first attempt in good faith to resolve a dispute through direct discussions.
If the dispute is not resolved, each party consents to exclusive jurisdiction and venue in the state courts located in Sheridan County, Wyoming, or, when federal jurisdiction exists, the applicable federal court in Wyoming. Either party may seek urgent injunctive relief in a court of competent jurisdiction to protect confidential information or intellectual-property rights.
19. General terms
Neither party is liable for delay caused by events beyond its reasonable control. Neither party may assign an engagement without the other party’s consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets. Oakgen may use qualified employees and subcontractors while remaining responsible for its obligations.
Notices relating to a project may be sent through the communication channels stated in the SOW. If a provision is unenforceable, it will be modified only as necessary and the remaining provisions will continue. Failure to enforce a provision is not a waiver. These Terms together with the applicable SOW and referenced agreements form the entire agreement for their subject matter.
20. Changes and contact
Oakgen may update these Terms for future website use or engagements by posting a revised version with a new effective date. Material changes will not retroactively alter a signed SOW unless the parties agree in writing. Questions may be sent to contact@oakgen.org or mailed to Oakgen LLC, 30 N Gould St, Ste N, Sheridan, WY 82801, USA.