We build custom systems for you. You own everything we build upon full payment. We keep your information confidential. Payment terms are agreed before work starts. Either side can walk away with 14 days notice. Florida law governs everything.
By accessing the website at askfulcrum.com or engaging Fulcrum for services, you agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and Fulcrum. If you do not agree to these Terms, do not use our website or services.
These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles.
Fulcrum provides custom AI systems consulting, software development, operational auditing, and related professional services for operations teams ("Services"). Our Services include but are not limited to:
The specific scope, timeline, deliverables, and fees for any paid engagement are defined in a separate Statement of Work ("SOW") mutually agreed upon and executed before work begins. In the event of any conflict between these Terms and a SOW, the SOW shall control with respect to the specific engagement.
The initial 30-minute operational audit is provided free of charge with no obligation to proceed with paid services. We will assess your operations, identify areas of opportunity, and provide preliminary recommendations.
The AI Diagnostic tool at askfulcrum.com/diagnose provides an automated operational assessment based on information you provide. Diagnostic results are generated by AI and are for informational purposes only. They do not constitute professional advice, a guarantee of outcomes, or a commitment to any specific scope of work. Fulcrum makes no warranty regarding the accuracy, completeness, or applicability of diagnostic results to your specific situation.
Client-owned deliverables: Upon full and final payment of all fees specified in your SOW, you receive complete ownership of all custom code, software systems, configurations, documentation, and deliverables created specifically for your engagement ("Work Product"). This includes full source code, deployment scripts, technical documentation, and any other materials produced during the engagement. Assignment of Work Product is effective upon receipt of final payment.
Pre-existing materials: Fulcrum's pre-existing tools, libraries, frameworks, methodologies, templates, and processes ("Fulcrum IP") remain the exclusive property of Fulcrum. Where Fulcrum IP is incorporated into your Work Product, you receive a perpetual, non-exclusive, royalty-free license to use, modify, and deploy such Fulcrum IP solely within the scope of your delivered system.
Fulcrum website and brand: All content, design, code, trademarks, and intellectual property on askfulcrum.com are owned by Fulcrum and may not be reproduced, distributed, or modified without written permission.
Payment terms for each engagement are defined in your SOW. Standard terms, unless otherwise agreed, are:
All invoices are due within 15 days of issuance unless otherwise specified. Late payments accrue interest at a rate of 1.5% per month (18% per annum), or the maximum rate permitted under Florida Statutes 687.02, whichever is less.
Fulcrum reserves the right to suspend work on any engagement where payments are outstanding for more than 30 days. Work will resume upon receipt of all outstanding balances. Suspension of work does not constitute termination or abandonment of the engagement.
Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement ("Confidential Information"). This includes, without limitation: business operations data, financial information, technical specifications, customer data, strategic plans, and system architecture.
Obligations:
Exceptions: Confidentiality obligations do not apply to information that is: (a) publicly available through no fault of the receiving party; (b) independently developed without reference to Confidential Information; (c) lawfully received from a third party without restriction; or (d) required to be disclosed by law, regulation, or court order, provided reasonable advance notice is given where permitted.
Portfolio reference: Fulcrum may reference the general nature of the engagement (industry, type of work) in marketing materials and portfolio unless you notify us in writing that you prefer confidential engagement status.
Service warranty: Fulcrum warrants that Services will be performed in a professional, workmanlike manner consistent with generally accepted industry standards. If any deliverable fails to conform to the specifications agreed upon in the SOW, Fulcrum will, at its option, re-perform the non-conforming Services or correct the deliverable at no additional charge, provided you notify us in writing within 30 days of delivery.
Disclaimer: EXCEPT AS EXPRESSLY SET FORTH ABOVE, SERVICES AND THE WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE." FULCRUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY FLORIDA LAW.
Fulcrum does not guarantee specific business outcomes, revenue increases, cost savings, or operational improvements resulting from our Services. All projections and estimates provided during audits, diagnostics, or proposals are good-faith approximations based on available information.
TO THE MAXIMUM EXTENT PERMITTED BY FLORIDA STATUTES:
You agree to indemnify, defend, and hold harmless Fulcrum, its officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms; (b) your use of deliverables in violation of applicable law; or (c) any claim by a third party arising from your use of the Work Product, except to the extent caused by Fulcrum's negligence or willful misconduct.
Either party may terminate an active engagement as follows:
Effect of termination:
Neither party shall be liable for delays or failure to perform resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, utility failures, cyberattacks, or internet disruptions. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact and resume performance.
These Terms are governed by the laws of the State of Florida, without regard to conflict of law provisions.
Informal resolution: Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of not less than 30 days.
Mediation: If informal resolution fails, the parties agree to submit the dispute to non-binding mediation administered in Miami-Dade County, Florida, with costs shared equally.
Litigation: If mediation fails, any action shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida. Both parties consent to the personal jurisdiction of such courts and waive any objection to venue.
Attorneys' fees: In any action to enforce these Terms, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, consistent with Florida Statutes 57.105.
During the term of any active engagement and for a period of 12 months following its conclusion, neither party shall directly solicit for employment any employee or contractor of the other party who was materially involved in the engagement, without prior written consent. This does not restrict either party from hiring individuals who respond to general public job postings.
Entire agreement: These Terms, together with any executed SOW and our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior agreements, understandings, and communications.
Severability: If any provision is found invalid or unenforceable under Florida law, the remaining provisions shall continue in full force and effect.
Waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it later.
Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. Fulcrum may assign its rights and obligations in connection with a merger, acquisition, or sale of substantially all of its assets.
Notices: All formal notices under these Terms shall be in writing and delivered to the addresses specified in the SOW, or by email with confirmation of receipt.
We may update these Terms periodically. The "Effective" date at the top reflects the most recent revision. Material changes will be communicated directly to active clients via email at least 30 days before taking effect. Continued use of our website or services after changes constitutes acceptance of the revised Terms.
For questions or concerns regarding these Terms of Service:
Fulcrum
6464 NE 4th Ct
Miami, FL 33138
Email: [email protected]