Terms of Service

Consulting Services & Software Products

Effective Date: April 2026

Preamble

These Combined Terms of Service (the "Terms") constitute a binding agreement between Robinson Custom Services LLC, a Connecticut limited liability company ("RCS," "Consultant," "we," "our," or "us"), and the entity or individual engaging RCS for consulting services and/or licensing RCS software products ("Client," "you," or "your").

Whereas RCS provides management consulting, logistics solutions, and engineering services, which may include software deliverables.

Whereas These Terms govern both the professional services engagement and any software or digital products delivered, licensed, or made accessible by RCS in connection with that engagement.

By executing a Statement of Work, accessing RCS software, or otherwise engaging RCS for services, you agree to be bound by these Terms. If you disagree with any provision herein, do not engage RCS services or access RCS software.

1. Definitions

"Services" means the management consulting, logistics, computer engineering, or other professional services described in an applicable Statement of Work or engagement agreement.

"Software" means any software applications, tools, scripts, platforms, or code delivered, licensed, or made accessible by RCS to Client, whether as standalone products or as components of a consulting engagement.

"Deliverables" means all work product, reports, analyses, software, documentation, and other materials delivered by RCS to Client under an applicable Statement of Work.

"Consultant IP" means RCS's preexisting proprietary materials and intellectual property, including proprietary information, know-how, document templates, project tools, algorithms, methods, software components (source or object code), and other content developed outside the scope of a specific engagement. Consultant IP also includes any generic improvements, revisions, or derivatives made during an engagement that do not contain Client Confidential Information.

"Client Materials" means all data, documents, information, content, and materials provided by Client to RCS for use in the performance of Services.

"Confidential Information" means all non-public information disclosed by either party, whether or not marked as confidential, including personal information, computer programs, code, algorithms, know-how, methodology, trade secrets, formulas, processes, ideas, inventions, schematics, technical specifications, business plans, pricing and fee schedules, financial information, product development plans, customer lists, distribution channel information, forecasts, and strategies.

"Statement of Work" or "SOW" means a written document executed by both parties that describes the specific Services, Deliverables, timelines, fees, and other terms applicable to a particular engagement.

2. Scope of Services

2.1 Consulting Services

RCS provides management consulting (NAICS 541611), logistics solutions (NAICS 541614), and computer engineering services (NAICS 541511, 541330, 513210) as described in each applicable Statement of Work. Services may include strategic planning, organizational development, process improvement, supply chain optimization, software development, system integration, network design, cybersecurity, and IT infrastructure management.

2.2 Software Services

Where an engagement includes software deliverables or access to RCS software products, such software is provided subject to both these Terms and the End User License Agreement provisions set forth in Section 10. RCS reserves the right to modify or discontinue any software service, temporarily or permanently, with or without notice.

2.3 Independent Contractor Status

The parties are independent contractors. Nothing in these Terms creates a partnership, principal-agent relationship, employer-employee relationship, or joint venture between the parties.

3. Engagement Terms

3.1 Statements of Work

Each consulting engagement shall be governed by a mutually executed Statement of Work that describes the Services, Deliverables, timeline, fees, and payment terms applicable to that engagement. In the event of a conflict between these Terms and an SOW, these Terms shall control unless the SOW expressly states that it supersedes a specific provision of these Terms.

3.2 Change Orders

Any modifications to an executed SOW must be documented in a written Change Order signed by both parties. Neither party is obligated to perform or pay for work outside the scope of an executed SOW or Change Order.

3.3 Client Cooperation

Client shall provide timely access to all Client Materials, personnel, systems, and facilities reasonably necessary for RCS to perform the Services. RCS shall not be liable for delays or failures in performance caused in whole or in part by Client's failure to furnish Client Materials or cooperation in a timely manner.

4. Fees and Payment

Client shall pay RCS the fees set forth in the applicable Statement of Work. Unless otherwise specified in an SOW, invoices are due within thirty (30) days of the invoice date. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less. All fees are non-refundable once Services have been rendered.

5. Confidentiality

5.1 Obligations

Each party (as "Recipient") shall protect and keep confidential all Confidential Information disclosed by the other party (as "Discloser") and shall not use or disclose such Confidential Information except for the purposes of performing or receiving Services under these Terms.

5.2 Standard of Care

Each party shall protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable standard of care. Each party shall limit disclosure of the other party's Confidential Information to employees and consultants who have a need to know such information in connection with the Services.

5.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was rightfully known to the Recipient prior to disclosure; (c) is independently developed by the Recipient without use of the Discloser's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

6. Intellectual Property

6.1 Consultant IP

RCS retains all right, title, and interest in Consultant IP, including any improvements, revisions, and derivatives of preexisting Consultant IP and any generic software code or features developed during an engagement, provided such materials are generic in nature and do not contain Client Confidential Information.

6.2 Client Ownership of Deliverables

Client shall own the Deliverables delivered under an engagement, provided that to the extent any Deliverables incorporate Consultant IP, such Consultant IP remains the property of RCS and is licensed to Client as described in Section 6.3.

6.3 License to Consultant IP

Upon payment by Client of all required fees, RCS grants Client a non-exclusive, non-transferable, perpetual, royalty-free license to use Consultant IP within the Deliverables solely for Client's internal business purposes. Client shall not disassemble, decompile, or reverse engineer Consultant IP, in whole or in part. Client shall not copy or reproduce Consultant IP except for making a reasonable number of backup copies or as expressly authorized by these Terms.

6.4 Client Feedback

Client is not required to provide feedback relating to Consultant IP. To the extent Client does provide ideas, feedback, or suggestions ("Feedback"), Client assigns all right, title, and interest in such Feedback (excluding any Client Confidential Information) to RCS, and acknowledges that RCS may freely use and exploit such Feedback without payment to Client.

6.5 Trademarks and Service Marks

All content, trademarks, service marks, and other intellectual property rights displayed on or through RCS platforms and services are the property of RCS or its licensors. Nothing in these Terms grants Client any right to use RCS's trademarks or service marks without prior written consent.

7. Warranties

7.1 Limited Warranty - Services

RCS warrants that its Services will be provided in a professional and workmanlike manner, consistent with generally accepted industry standards. RCS makes no representation or warranty regarding any Client Materials supplied by Client for use in the Services or Deliverables, or any modifications made by Client or Client's agents to the Deliverables.

7.2 Software Warranty Disclaimer

ALL SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. RCS MAKES NO REPRESENTATION OR WARRANTY THAT SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.

7.3 General Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, RCS GIVES AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NO REPRESENTATIVE OF RCS IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR TO MODIFY THE WARRANTY PROVIDED HEREIN. WITHOUT LIMITING THE FOREGOING, NO IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE IS GIVEN OR MADE BY RCS.

8. Limitation of Liability

8.1 No Consequential Damages

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING IN ANY WAY IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES OR SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5, RCS'S TOTAL AGGREGATE LIABILITY FOR DAMAGES ARISING UNDER OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT FOR THE APPLICABLE STATEMENT OF WORK GIVING RISE TO THE CLAIM.

9. Indemnification

Client agrees to indemnify and hold harmless RCS (including RCS's directors, managers, officers, employees, equity holders, and affiliates) from and against any and all third-party claims, liabilities, losses, costs, demands, and reasonable expenses, including reasonable legal fees, relating to Services rendered under these Terms or otherwise relating to RCS's reports, advice, and engagement. This indemnification obligation shall not apply where a court of competent jurisdiction finally determines that such claims resulted directly from the willful misconduct or fraudulent acts of RCS.

10. End User License Agreement (Software)

The following provisions apply to any Software delivered, licensed, or made accessible by RCS.

10.1 Grant of License

RCS grants Client a non-exclusive, non-transferable license to use the Software solely for Client's personal or internal business purposes, subject to these Terms and any additional terms in the applicable SOW.

10.2 Restrictions

Client shall not: (a) reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law; (b) rent, lease, or lend the Software; (c) redistribute, sublicense, or provide commercial hosting services with the Software; or (d) use the Software for any purpose other than as expressly authorized by these Terms.

10.3 Intellectual Property

All title, including copyrights, in and to the Software and any copies thereof are owned by RCS or its licensors. All rights not expressly granted are reserved by RCS.

11. User Content and Accounts

11.1 User Content

Client retains all rights to content Client submits, posts, or displays on or through any RCS platform or service. By providing content, Client grants RCS a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, publish, and distribute such content solely in connection with the Services.

11.2 Accounts and Security

Where RCS services require account creation, Client is responsible for safeguarding account credentials and for all activities occurring under Client's account. Client shall promptly notify RCS of any unauthorized use of Client's account.

12. Injunctive Relief

The parties agree that any breach of the provisions of these Terms relating to intellectual property rights, confidentiality, or indemnification will cause the aggrieved party irreparable harm, and that such party shall be entitled to injunctive relief in addition to any other rights and remedies available at law or in equity.

13. Force Majeure

Except for payment obligations, neither party shall be liable for delays caused by fire, accident, labor dispute, war, insurrection, riot, act of government, act of God, epidemic, pandemic, or any other cause reasonably beyond its control; provided that each party shall use all reasonable efforts to minimize the extent of any such delay.

14. Term and Termination

14.1 Term

These Terms are effective upon execution of a Statement of Work or Client's first access to RCS Software and continue until all active SOWs are completed or terminated.

14.2 Termination for Breach

Either party may terminate these Terms or any SOW upon thirty (30) days' written notice if the other party materially breaches these Terms and fails to cure such breach within the notice period.

14.3 Termination for Convenience

RCS may terminate or suspend access to Software services immediately, without prior notice, if Client breaches these Terms. Either party may terminate a consulting engagement for convenience upon the terms specified in the applicable SOW.

14.4 Effect of Termination

Upon termination, Client shall pay all fees accrued through the effective date of termination. Sections 5 (Confidentiality), 6 (Intellectual Property), 7 (Warranties), 8 (Limitation of Liability), 9 (Indemnification), 10 (EULA), and 15 (Governing Law) shall survive termination.

15. General Provisions

15.1 Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its rules concerning conflicts of laws. Exclusive venue for any action brought in connection with these Terms shall be in the state or federal courts located in the State of Connecticut.

15.2 Assignment

Neither party may assign any rights or obligations under these Terms without the prior written consent of the other party, except that RCS may assign its rights and obligations with notice to Client in connection with any merger, consolidation, reorganization, change in control, or sale of substantially all assets related to these Terms.

15.3 Entire Agreement

These Terms, together with any executed Statements of Work and Change Orders, constitute the entire agreement between the parties and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.

15.4 Amendments

RCS reserves the right to modify these Terms at any time. Material changes will be communicated to Client in writing. Client's continued use of Services or Software following notification of changes constitutes acceptance of the modified Terms.

15.5 Severability

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

15.6 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

16. Contact Information

Robinson Custom Services LLC | Connecticut LLC | Founded 2018

Phone: +1 (248) 971-0535 General Inquiries: info@robinsoncs.com Sales: sales@robinsoncs.com

Expert Guidance. Innovative Strategies. Lasting Impact.