Effective Date: October 1, 2025
Last Updated: October 1, 2025
Welcome to IntellectFaces, Inc. ("IntellectFaces," "we," "us," or "our"), a Virginia corporation. These Terms of Service ("Terms") govern your access to and use of our website, IT consulting services, professional services, applications, and related products (collectively, the "Services").
By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services.
We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services after such changes constitutes your acceptance of the modified Terms.
You must be at least 18 years of age (or the age of majority in your jurisdiction) to use our Services. By using our Services, you represent and warrant that you meet this age requirement and have the legal capacity to enter into these Terms.
To access certain features of our Services, you may need to create an account. When creating an account, you agree to:
You are solely responsible for maintaining the confidentiality of your account credentials. IntellectFaces will not be liable for any loss or damage arising from your failure to protect your account information.
If you register an account or engage our Services on behalf of a company or organization, you represent and warrant that you have the authority to bind that entity to these Terms and any related service agreements or statements of work.
IntellectFaces provides IT consulting and professional services, including but not limited to:
Specific consulting engagements will be governed by individual service agreements, statements of work (SOW), or project proposals that supplement these Terms. In the event of a conflict between these Terms and a specific service agreement, the service agreement will control with respect to that engagement.
When engaging our consulting services, you agree to:
We will provide Services in a professional and workmanlike manner consistent with industry standards. Our consultants will exercise reasonable skill, care, and diligence in performing the Services.
You may use our Services only for lawful purposes and in accordance with these Terms. You agree to use our Services in a professional and respectful manner.
You agree NOT to:
We reserve the right to investigate and take appropriate action against anyone who violates this Acceptable Use Policy, including suspending or terminating services and accounts without notice.
The Services, including all content, features, functionality, software, methodologies, frameworks, text, images, graphics, logos, trademarks, and other materials, are owned by IntellectFaces or our licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.
Our trademarks and trade dress may not be used without our prior written consent. All other trademarks, service marks, and logos used on our Services are the property of their respective owners.
IntellectFaces retains all rights to our pre-existing intellectual property, including methodologies, frameworks, tools, templates, and know-how developed prior to or independent of any engagement with you.
Ownership of work product and deliverables created during consulting engagements will be specified in the applicable service agreement or statement of work. Unless otherwise specified:
We may provide you with access to proprietary tools, software, or platforms during the engagement. You are granted a limited, non-exclusive, non-transferable license to use such tools solely for the purposes of the engagement and as specified in the service agreement.
You retain ownership of all data, content, materials, and intellectual property you provide to us ("Client Materials"). You grant us a limited license to use Client Materials solely for the purpose of providing Services to you.
If you provide us with feedback, suggestions, or ideas about our Services, you grant us a perpetual, worldwide, royalty-free license to use, incorporate, and commercialize such feedback without any obligation to you.
During the course of our engagement, each party may have access to confidential information of the other party. "Confidential Information" includes business plans, technical data, customer information, financial information, and any other non-public information marked as confidential or that should reasonably be considered confidential.
Each party agrees to:
Confidential Information does not include information that:
A party may disclose confidential information if required by law, court order, or government regulation, provided that the disclosing party gives reasonable advance notice and assists in obtaining protective orders where possible.
Fees for consulting services will be specified in the applicable service agreement, statement of work, or proposal. Payment terms, including rates, project fees, expenses, and payment schedules, will be detailed in such agreements.
Unless otherwise specified, we will invoice you according to the payment schedule in the service agreement. Invoices are due within thirty (30) days of the invoice date unless otherwise agreed.
If payment is not received by the due date:
Unless otherwise specified in the service agreement, you will reimburse us for reasonable out-of-pocket expenses incurred in connection with providing Services, including travel, lodging, and materials, upon presentation of supporting documentation.
Fees do not include applicable sales, use, value-added, or other taxes. You are responsible for all taxes except those based on our net income.
If you dispute any invoice, you must notify us in writing within ten (10) days of the invoice date, specifying the disputed amount and basis for the dispute. Undisputed amounts remain due and payable.
Any changes to the scope of services described in a service agreement or statement of work must be documented in a written change order signed by both parties.
Changes to scope may result in adjustments to project timelines, deliverables, and fees. We will provide a written estimate of such impacts before proceeding with changed work.
If you request delays or suspensions of work, we reserve the right to adjust timelines and may charge fees for resources held in reserve or costs incurred due to the delay.
We warrant that our consulting services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is valid for thirty (30) days from delivery of the applicable deliverable or completion of services.
Your exclusive remedy for breach of the professional services warranty is for us to re-perform the non-conforming services at no additional charge. If we cannot cure the breach after a reasonable opportunity, you may terminate the affected engagement and receive a pro-rata refund of fees paid for the non-conforming portion.
We make no warranties regarding third-party products, software, or services that we may recommend or integrate. Such products are subject to their own warranties and terms of use.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
To the fullest extent permitted by law, IntellectFaces disclaims all other warranties, including but not limited to:
We do not guarantee any specific business results, cost savings, or return on investment from implementation of our recommendations. Results depend on various factors beyond our control.
Our consulting services are advisory in nature. You are solely responsible for all decisions regarding implementation of our recommendations and operation of your business and systems.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
INTELLECTFACES, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUBCONTRACTORS WILL NOT BE LIABLE FOR ANY:
IN NO EVENT SHALL INTELLECTFACES' TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO ANY ENGAGEMENT OR THESE TERMS EXCEED THE LESSER OF:
You acknowledge that the fees charged by IntellectFaces reflect the allocation of risk set forth in these Terms and that IntellectFaces would not enter into service agreements without these limitations on liability.
Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, our liability will be limited to the maximum extent permitted by law. Nothing in these Terms limits liability for gross negligence, willful misconduct, or fraud.
You agree to indemnify, defend, and hold harmless IntellectFaces, its affiliates, and their respective directors, officers, employees, agents, subcontractors, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:
We will indemnify you against third-party claims that deliverables we create specifically for you infringe a U.S. patent, copyright, or trademark, provided that you:
Our indemnification obligation does not apply to claims arising from:
IntellectFaces maintains appropriate professional liability insurance, commercial general liability insurance, and workers' compensation insurance as required by law. Upon request, we will provide certificates of insurance.
IntellectFaces is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between you and IntellectFaces or our personnel.
We have sole discretion over the selection and assignment of personnel to perform Services. Our personnel remain our employees or contractors, and you will not supervise, direct, or control them as if they were your employees.
You are not required to provide our personnel with any employment benefits, including health insurance, paid leave, or retirement benefits.
These Terms remain in effect while you use our Services. Individual consulting engagements will have terms specified in their respective service agreements.
Either party may terminate a consulting engagement for convenience with thirty (30) days' prior written notice, unless otherwise specified in the service agreement. You will pay for all services performed and expenses incurred through the effective termination date.
Either party may terminate immediately for cause if the other party:
Upon termination:
Within ten (10) days of termination, each party will return or destroy all confidential information of the other party, except as required for legal or regulatory compliance.
Before filing a claim, you agree to contact us at legal@intellectfaces.com to attempt to resolve the dispute informally. We will attempt to resolve the dispute informally by contacting you via email. Both parties agree to negotiate in good faith for at least thirty (30) days.
If informal negotiations fail, the parties agree to submit the dispute to non-binding mediation before a mutually agreed upon mediator in Virginia before pursuing other remedies.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.
If mediation is unsuccessful, you and IntellectFaces agree that any dispute, claim, or controversy will be resolved through binding arbitration, except that either party may bring an action in court for:
Arbitration Procedures:
YOU AND INTELLECTFACES AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. Neither you nor IntellectFaces may bring a claim as a plaintiff or class member in any class, consolidated, or representative action.
You may opt out of the arbitration agreement by sending written notice to legal@intellectfaces.com within thirty (30) days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of the arbitration agreement.
These Terms and any service agreements are governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without regard to its conflict of law principles.
Subject to the arbitration provisions above, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Virginia for resolution of any disputes not subject to arbitration.
If you access our Services from outside the United States, you are responsible for compliance with local laws. We make no representation that the Services are appropriate or available for use in other locations.
These Terms, together with any service agreements, statements of work, our Privacy Policy, and any other legal notices or agreements published on our Services, constitute the entire agreement between you and IntellectFaces regarding the Services and supersede all prior agreements and understandings.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by IntellectFaces.
You may not assign or transfer these Terms, any service agreement, or your rights under them without our prior written consent. We may assign these Terms without restriction to any affiliate or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.
Neither party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
You agree to comply with all applicable export and import control laws and regulations. You represent that you are not located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country.
If you are a U.S. government entity, the Services are "commercial items" as defined in FAR 2.101, and you receive only the rights granted to all other users under these Terms unless otherwise specified in a separate government contract.
We may provide notices to you via email, regular mail, or postings on our Services. Notices are effective when sent or posted. You agree that any notices you send to us must be sent to legal@intellectfaces.com or to our mailing address provided below.
We reserve the right to modify these Terms at any time. Material changes to service agreements or statements of work require written amendments signed by both parties.
These Terms and any service agreements are for the sole benefit of the parties and do not confer any rights on third parties.
You acknowledge that a breach of confidentiality or intellectual property provisions may cause irreparable harm to IntellectFaces for which monetary damages would be inadequate, and you agree that we may seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.
The following sections survive termination or expiration of these Terms: Intellectual Property Rights, Confidentiality, Payment obligations for services rendered, Warranties and Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, Governing Law, and this Survival clause.
If you have questions, concerns, or complaints about these Terms, please contact us:
IntellectFaces, Inc.BY CLICKING "I ACCEPT," EXECUTING A SERVICE AGREEMENT, OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.