These Terms of Service ("Terms") govern your use of Today's the Day Co.'s website and Services. By accessing or using the Site or Services, you agree to these Terms.
1. Services & Orders
1.1 We will perform Services as described in your executed Statement of Work ("SOW"). Each SOW incorporates these Terms.
1.2 Fees are due as set forth in the SOW.
2. Intellectual Property
2.1 We retain all rights in our pre-existing IP and Deliverables until full payment.
2.2 Upon payment, we grant you a perpetual, non-exclusive license to use the Deliverables solely in your business.
3. Confidentiality
3.1 "Confidential Information" includes non-public business, technical, or financial information.
3.2 Each party shall protect Confidential Information with at least reasonable care and not disclose it except as permitted.
3.3 Obligations survive termination for three years.
4. Data Processing & Privacy
4.1 We process personal data under our Privacy Policy.
4.2 Client is Controller, Company is Processor; DPA governs additional data protection terms.
5. Warranties & Disclaimers
5.1 We warrant Services will be performed professionally in accordance with industry standards.
5.2 EXCEPT AS ABOVE, SERVICES ARE PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTY, EXPRESS OR IMPLIED.
6. Limitation of Liability
6.1 Except for liability arising from gross negligence, willful misconduct, or indemnity obligations, each party's aggregate liability shall not exceed the total fees paid by Client in the six months prior to the claim.
6.2 Under no circumstances shall either party be liable for lost profits, special, incidental, or consequential damages.
7. Indemnification
7.1 Each party shall indemnify and hold the other harmless against third-party claims arising from its breach of these Terms or gross negligence.
8. Term & Termination
8.1 Term begins on Effective Date of SOW and continues until completion, unless terminated earlier.
8.2 Either party may terminate for material breach not cured within 15 days' notice.
8.3 Upon termination, Client pays unpaid fees for Services performed.
9. Governing Law & Dispute Resolution
9.1 Michigan law governs these Terms without conflicts-of-law rules.
9.2 Disputes shall be resolved by binding arbitration under AAA Commercial Rules in Detroit, MI.
10. Miscellaneous
10.1 Entire Agreement: These Terms, the SOW, and Privacy Policy constitute the entire agreement.
10.2 Amendments: We may amend these Terms by posting updates; material changes will be communicated 30 days in advance.
10.3 Assignment: Client may not assign these Terms without our prior written consent.