Service terms and legal agreement

1. Agreement to Terms

By accessing or using mallardtech.com (the "Site"), you agree to be bound by these Terms and Conditions (the "Terms"). If you do not agree, do not use the Site.

These Terms apply to visitors, prospective clients, and anyone interacting with the Site. Specific engagements are governed by a separate written Statement of Work ("SOW") between Mallard Technologies and the client.

2. About Mallard Technologies

Mallard Technologies ("Mallard", "we", "us", or "our") is an AI systems engineering and consulting practice based in the Greater Philadelphia area. We deliver strategy, software engineering, AI implementation, automation, and related technical work.

3. Use of the Website

You agree to use the Site only for lawful purposes and in a manner that does not infringe on the rights of, restrict, or inhibit any other party's use of the Site. The following activities are prohibited:

• Reverse engineering, decompiling, or attempting to extract source code or proprietary assets from the Site.
• Scraping, crawling, or harvesting content through automated means without prior written permission.
• Attempting to gain unauthorized access to any portion of the Site, related systems, or networks.
• Launching denial-of-service attacks, introducing malware, or otherwise interfering with the Site's availability.
• Using the Site or contact form to transmit unsolicited commercial messages or unlawful content.

4. Intellectual Property

Site content. All content on the Site — including the design, copy, source code, graphics, logos, and layout — is owned by Mallard Technologies or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from the Site without prior written consent.

Client engagements. Unless otherwise agreed in a written Statement of Work, custom deliverables produced specifically for a client engagement are assigned to the client upon full payment of the relevant fees. Mallard retains ownership of its pre-existing frameworks, tools, libraries, methodologies, and general know-how, along with any generic improvements, optimizations, and patterns developed during the course of work.

5. Services and Engagements

The specific scope, deliverables, timeline, and fees for any engagement are defined in a written Statement of Work. These Terms do not themselves obligate Mallard to perform any services or obligate you to engage Mallard.

Submitting an inquiry, requesting a consultation, or exchanging emails does not, on its own, create a contractual, advisory, or professional-services relationship. Such a relationship exists only once a signed SOW or equivalent written agreement is in place.

6. Fees and Payment

Fees, invoicing cadence, payment terms, and expense reimbursement are handled on a per-engagement basis under the applicable SOW. Late payments may incur interest or suspension of work as specified in the relevant SOW.

7. Confidentiality

Both parties agree to protect confidential information received from the other and to use it solely for the purpose of evaluating or performing the services. Confidentiality obligations survive termination of any engagement.

Standard carve-outs apply: confidential information does not include information that (a) is or becomes publicly available through no fault of the receiving party, (b) was already known to the receiving party without restriction, (c) is independently developed without use of the disclosing party's information, or (d) is required to be disclosed by law or legal process, with prior notice to the disclosing party where practicable.

8. Warranties and Disclaimers

THE SITE AND ITS CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MALLARD DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Separately, under engagement SOWs, Mallard provides professional-services warranties as negotiated in writing. Nothing in this section is intended to limit or supersede any warranties expressly agreed in a signed SOW.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MALLARD TECHNOLOGIES' TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). FOR CLAIMS RELATED TO A SPECIFIC CLIENT ENGAGEMENT, TOTAL LIABILITY SHALL BE LIMITED TO THE TOTAL FEES PAID TO MALLARD UNDER THE RELEVANT SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER.

IN NO EVENT SHALL MALLARD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification

You agree to defend, indemnify, and hold harmless Mallard Technologies, its officers, employees, contractors, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your misuse of the Site, violation of these Terms, or infringement of any third-party rights.

11. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of New Jersey, United States, without regard to its conflict of laws principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Site shall be resolved exclusively in the state or federal courts located in Gloucester County, New Jersey, and the parties consent to the personal jurisdiction of such courts.

12. Dispute Resolution

Before filing any formal legal action, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for at least thirty (30) days. If negotiation is unsuccessful, the parties will attempt mediation with a mutually agreed-upon mediator before pursuing litigation in the courts identified in Section 11.

13. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the "Last Updated" date at the top of this page. Material changes will be announced on the Site for a reasonable period before taking effect. Continued use of the Site after changes take effect constitutes acceptance of the revised Terms.

14. Severability, Entire Agreement, and No Waiver

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire agreement. These Terms, together with any applicable SOW, constitute the entire agreement between you and Mallard with respect to the subject matter and supersede all prior understandings or agreements.

No waiver. Failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

15. Contact

Questions about these Terms can be sent to legal@mallardtech.com.

Mallard Technologies
Greater Philadelphia, USA

16. Legal Notice

These terms are provided as general information and are not a substitute for legal advice. Please consult a qualified attorney regarding your specific situation.