Terms of Service

Edukas Solutions LLC (“Edukas Solutions,” “we,” “our,” “us”) is a Delaware-registered software and consulting company with operations in West Hollywood, California.

These Terms cover three things:

• The use of our website at edukassolutions.com
• The intake and proposal process for prospective consulting clients
• The general framework for consulting services we deliver

For active engagement clients, the signed Statement of Work (SOW) is the controlling document. Where these Terms and your SOW conflict on any matter specific to your engagement — scope, fees, deliverables, timelines, communication, IP terms, termination — your SOW takes precedence.

Edukas Solutions provides strategic AI and data consulting, including data engineering, cloud architecture, applied machine learning, and custom software builds. The specific services for each client are described in that client's signed Statement of Work.

This website is the entry point to our consulting intake, proposal, and billing handoff, and it also offers direct online purchase of specific Edukas Solutions product subscriptions — currently the Team-in-a-Box Platinum Founding Circle and Heartwood Professional. The consulting provisions of these Terms (Sections 4, 5, and 11) govern signed consulting engagements. Product-subscription purchases are governed by the Founding Membership Terms in Section 15 (Team-in-a-Box Platinum Founding Circle) or the Heartwood Professional Subscription Terms in Section 16 (Heartwood Professional), and by the disclosures presented at checkout, not by the consulting-engagement provisions.

Each consulting engagement begins with a signed Statement of Work that defines:

• Scope of work and deliverables
• Timeline and milestones
• Fees, milestone schedule, and payment terms
• Communication channels and meeting cadence
• Acceptance criteria for deliverables
• Term and termination

The SOW is the legally binding description of the work. These Terms apply to every engagement as a baseline; the SOW adds engagement-specific commitments and overrides these Terms where the two conflict on matters within the SOW's scope.

Invoicing. All invoices are delivered through Stripe. You will receive a hosted invoice link by email and can pay by card or bank transfer where supported.

Payment terms. Fees, milestone amounts, and due dates are defined in your SOW. Unless your SOW says otherwise, the default payment term is net 10 days from invoice date.

Kickoff is non-refundable. The first milestone payment — the kickoff or engagement initiation fee — is non-refundable once work has commenced. This is consistent with the language on every Stripe invoice we issue. Subsequent milestones are refundable only as expressly described in your SOW.

Late payment. Invoices unpaid past the due date may incur a reasonable late fee as permitted by applicable law and may result in a pause of services until the account is current. We will notify you in writing before pausing work.

Taxes. Fees are exclusive of any sales, use, VAT, or similar taxes. Where we are required to collect tax, it will be added to your invoice.

Disputes. If you believe an invoice is incorrect, email info@edukassolutions.com within 15 days of the invoice date with the invoice number and a description of the dispute. We will work in good faith to resolve it before taking any collection action.

Client deliverables. Upon full payment of all fees due under a SOW, the final deliverables produced specifically for the client under that SOW are owned by the client, except for our pre-existing materials described below.

Our pre-existing materials. We retain all right, title, and interest in our pre-existing tools, frameworks, libraries, methodologies, and know-how, including any improvements made during the engagement that are not specific to the client's deliverables. Where our pre-existing materials are embedded in deliverables, the client receives a perpetual, worldwide, royalty-free license to use them as part of those deliverables.

Client materials. The client retains all right, title, and interest in materials, data, and credentials it provides to us. We use them only to deliver the engagement.

Portfolio rights. Unless the SOW says otherwise, we may reference the engagement publicly in a non-confidential way — for example, naming the client and describing the high-level nature of the work — for portfolio and marketing purposes.

Open-source components. Some deliverables may include open-source software. Such components are provided under their own licenses, which we will identify in deliverable documentation.

Each party agrees to keep the other party's non-public information confidential and to use it only for the purposes of the engagement. Standard exclusions apply for information that is publicly known, independently developed, or required to be disclosed by law.

Confidentiality obligations survive termination for three years for general confidential information and indefinitely for trade secrets, to the extent allowed by applicable law.

For engagements that require enhanced confidentiality, a separate Mutual Non-Disclosure Agreement may be signed. Where signed, the NDA takes precedence over this section for the matters it addresses.

We will perform consulting services with reasonable professional skill and care, consistent with industry practice for similar work, and as described in the applicable SOW.

Except as expressly stated in these Terms or in your SOW, services and deliverables are provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that any deliverable will be uninterrupted, error-free, or that defects will be corrected outside the scope of the SOW.

To the maximum extent permitted by law:

• Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages — including lost profits, lost revenue, lost data, or business interruption — arising out of or related to these Terms or any SOW, even if advised of the possibility of such damages.
• Each party's total cumulative liability arising out of or related to these Terms and the applicable SOW will not exceed the fees paid to Edukas Solutions under that SOW in the twelve (12) months preceding the event giving rise to the claim.

These limitations are mutual and apply to all theories of liability, including contract, tort, negligence, and strict liability. They do not apply to a party's gross negligence, willful misconduct, or indemnification obligations under Section 10, or to the extent prohibited by applicable law.

Each party will defend, indemnify, and hold the other harmless from third-party claims arising out of:

• The indemnifying party's gross negligence or willful misconduct
• Infringement of a third party's intellectual property rights by materials the indemnifying party provided to the engagement
• Breach of confidentiality obligations under Section 7

The indemnified party must give prompt written notice of the claim, allow the indemnifying party to control the defense, and reasonably cooperate.

Either party may terminate an engagement under the termination clause of the applicable SOW. Where the SOW is silent, either party may terminate for material breach with 15 days' written notice and an opportunity to cure.

On termination:

• All fees earned through the effective date of termination are due and payable
• Kickoff and any other non-refundable milestone fees remain non-refundable
• Each party returns or destroys the other party's confidential information per Section 7 and the SOW's data return clause
• Sections 6, 7, 9, 10, 12, and 13 survive termination

These Terms and any SOW are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

The parties agree to attempt to resolve any dispute first through good-faith negotiation between authorized representatives. If that fails, the parties will attempt mediation with a mutually agreed mediator. If mediation does not resolve the dispute within 60 days, the dispute will be resolved by binding arbitration administered in Delaware under the rules of the American Arbitration Association (AAA), except that either party may bring a claim in small-claims court where the claim qualifies for that court's jurisdiction.

Each party waives any right to a jury trial and any right to participate in a class action or class arbitration to the extent allowed by law.

We may update these Terms from time to time. Updates take effect 30 days after they are posted to this page, and we will update the “Last updated” date at the top. The 30-day delay applies to updates as they affect an existing engagement or subscription; a product subscription purchased under Section 15 or Section 16 is governed by the version of these Terms posted on this page at the time of that purchase, effective from the moment of purchase.

For active engagement clients, the Terms in effect at the time the SOW was signed continue to apply to that engagement unless both parties agree in writing to adopt the updated Terms.

Continued use of the website after the effective date of an update constitutes acceptance of the updated Terms.

Questions about these Terms can be sent to:

A. What you are buying. A Team-in-a-Box Platinum Founding Circle membership is a founding charter and design-partnership: priority white-glove onboarding delivered by our team, progressive delivery of the self-serve bundle as it ships (Founding Members first), design-partner roadmap input, and access to the persona roster, skill library, and institutional-memory recall. The self-serve runtime is in active development and is not available for download or self-hosting at purchase. You are not buying a finished self-serve software product.

B. Price, term, and automatic renewal. The founding rate is $6,000 per year, charged today via Stripe and automatically each year on your renewal date until you cancel. Your founding rate stays at $6,000/year for as long as your membership remains continuously active; if it lapses, renewal is at the then-current list price. The founding rate is a price lock on your subscription — not a perpetual license. Founding pricing is limited to 25 seats; after the cohort closes, the list price is $12,000/year.

C. Cancellation. You may cancel at any time by emailing support@edukassolutions.com. Cancellation stops all future charges; your membership continues through the end of the paid term.

D. Refund guarantee. You may request a full refund for any reason within 60 days of purchase. In addition, if we have not begun your white-glove onboarding within 14 calendar days of purchase, you are entitled to a full refund on request, even after the 60-day window. Refund requests go to support@edukassolutions.com and are issued to the original payment method.

F. Eligibility. Product subscriptions are offered to customers in the United States only.

A. Scope of this Section. This Section 16 is the complete statement of the terms on which Edukas Solutions LLC sells and you purchase a Heartwood Professional subscription. It applies to every Heartwood Professional purchase made through this website, whether you reached checkout from heartwoodmemory.com, from edukassolutions.com, or from any other link.

Section 15 does not apply to Heartwood Professional. Heartwood Professional is not a Team-in-a-Box Platinum Founding Circle membership. It is not a founding charter, a founding membership, or a design partnership, and no founding rate, founding price lock, seat cap, cohort list price, or Section 15 refund guarantee applies to it. Nothing in Section 15 grants you any right in Heartwood Professional, and nothing in this Section 16 grants you any right in Team-in-a-Box.

Sections 1, 6 (as to our pre-existing materials), 7, 9, 10, 12, 13, and 14 of these Terms apply to your Heartwood Professional subscription as a baseline. Where those Sections and this Section 16 conflict on any matter specific to Heartwood Professional, this Section 16 controls. The consulting-engagement provisions — Sections 4, 5, and 11 — do not apply to Heartwood Professional; you are not a consulting client by reason of this purchase and no Statement of Work exists.

B. What you are buying. Heartwood Memory version 0.2.0 and later is published as source-available software under the Business Source License 1.1 (the “Source Licence”), the current text of which ships in the LICENSE file with every release. Under the Source Licence, anyone may copy, modify, and make non-production use of Heartwood Memory at no charge, and an organisation that meets the Source Licence's Small Organization definition may also use it in production at no charge.

A Heartwood Professional subscription is the commercial licence contemplated by the Source Licence. You are buying the right to make production use of Heartwood Memory for your organisation during your paid term, on the terms in Subsection C below. You are not buying the software itself, a perpetual licence, a transfer of ownership, or any right in our pre-existing materials beyond the licence granted here.

C. Licence grant and scope. Subject to your payment of the fee and your compliance with these Terms, we grant your organisation a non-exclusive, non-transferable, non-sublicensable, worldwide licence, for the duration of your paid term, to make production use of Heartwood Memory in one (1) production deployment operated by and for your organisation.

For this Subsection C: a production deployment is one live environment in which Heartwood Memory serves the real users, customers, or business operations of your organisation. “Your organisation” means the legal entity named at checkout, together with every entity that controls, is controlled by, or is under common control with it. Additional production deployments, and any offering of Heartwood Memory or a work derived from it to a third party as, or as part of, a hosted, embedded, or commercial product or service, require a separate written licence from us — write to info@edukassolutions.com.

Non-production use — development, testing, evaluation, continuous integration, demonstration, benchmarking, and internal experimentation — is permitted without limit under the Source Licence and is not counted against your production deployment.

Your licence is coextensive with your paid term. If your subscription ends for any reason, this production-use licence ends with it and your continuing rights in Heartwood Memory are those the Source Licence gives every recipient. Your rights in any version of Heartwood Memory published under the MIT Licence, and your rights in any version that has reached its Change Date under the Source Licence, are unaffected by the end of your subscription.

D. Your licence token. After payment, we email a signed licence token and installation instructions to the address you gave at checkout. The token is our record of your commercial licence under Subsection C. It is not a technical control and it does not activate, unlock, or enable any software function — Heartwood Memory installs and runs without it. Keep it: it is how we identify your subscription in support and in any licence enquiry. Treat it as confidential to your organisation and do not publish or share it outside your organisation.

E. Price, term, and automatic renewal. Heartwood Professional is a $6,000/year subscription, per organisation, charged through Stripe at purchase and automatically each year on your renewal date until you cancel. Fees are exclusive of any sales, use, VAT, or similar taxes; where we are required to collect tax it will be added at checkout. Before you reach the payment page we present the automatic-renewal terms and you must affirmatively confirm them; we record the date and time of that confirmation with your order.

F. Renewal price; no price lock. Your subscription renews at the price we publish for Heartwood Professional at the time of renewal. Nothing in these Terms locks, caps, or guarantees your renewal price. If the price for your renewal term is higher than the price you paid for the current term, we will email you at least 30 days before your renewal date; if we do not send that notice, your subscription renews at the price you paid for the current term. You may cancel before renewal under Subsection G.

G. Cancellation. You may cancel at any time by emailing support@edukassolutions.com from the address on your subscription, or by replying to any Heartwood billing email from us. We will confirm your cancellation by email within one business day as defined in Subsection K. Cancellation stops all future charges. It is not a refund of the current term: your subscription, and the production-use licence in Subsection C, continue through the end of the term you have already paid for and end on your renewal date.

H. Refunds. Heartwood Professional is sold on an annual, non-refundable basis, except as set out in this Subsection H or as required by applicable law. If you cancel within 14 calendar days of your initial purchase and tell us in that email that you have not put Heartwood Memory into production use, we will refund your initial term in full to the original payment method. After that window, and on every renewal term, fees paid are non-refundable and cancellation takes effect as described in Subsection G. The Section 15 sixty-day refund guarantee does not apply to Heartwood Professional. Refund requests go to support@edukassolutions.com.

I. Business use only. Heartwood Professional is licensed to an organisation for business and production use. It is not offered, sold, or licensed for personal, family, or household purposes. By purchasing it you represent that you are acquiring it on behalf of an organisation, for that organisation's business purposes, and that you are authorised to bind that organisation to these Terms.

J. Eligibility. Heartwood Professional is offered to organisations in the United States only.

K. Priority support; response target. Heartwood Professional includes priority email support at support@edukassolutions.com. We target a response within one business day. For this Subsection K: a business day is Monday through Friday, excluding the legal public holidays listed in 5 U.S.C. § 6103; the clock starts when your request arrives at support@edukassolutions.com; within one business day means by 5:00 p.m. Pacific Time on the first business day after the calendar day on which your request arrives; and a response means a reply from a person on our team that engages with what you asked — an answer, a request for the information we need, an assessment, a workaround, or a fix. An automated acknowledgment is not a response, and a response is not a resolution. This is a response target, not a warranty, guarantee, or service level agreement. We make no commitment as to resolution time, uptime, or availability, and a missed response target does not entitle you to a service credit, refund, price adjustment, or any other remedy. This Subsection K is the complete statement of our support commitment for Heartwood Professional; descriptions of support on our websites or in marketing materials summarise it and do not add to it.

L. Updates. During your paid term you may install and use, under the licence in Subsection C, any version of Heartwood Memory we publish. We do not commit to publishing any particular version, feature, fix, or release cadence during your term. Features described anywhere as planned, on the roadmap, or in development are not part of what you are buying and we make no commitment as to whether or when they will ship.

M. Software warranties and disclaimers. We will provide Heartwood Professional with reasonable skill and care. Except as expressly stated in this Section 16, Heartwood Memory and everything we deliver with it are provided “as is” and “as available.” To the maximum extent permitted by law we disclaim all other warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that Heartwood Memory will be uninterrupted or error-free, that it will meet your requirements, that defects will be corrected, or that it will cause your organisation to satisfy any legal, regulatory, audit, or contractual obligation. You are responsible for evaluating its suitability for your use, for your own configuration and key management, and for maintaining your own backups.

N. Limitation of liability for this subscription. Section 9 applies to your Heartwood Professional subscription, with this substitution: because no Statement of Work exists, our total cumulative liability arising out of or related to Heartwood Professional will not exceed the total fees you actually paid us for Heartwood Professional in the twelve (12) months preceding the event giving rise to the claim. The exclusion of indirect, incidental, special, consequential, exemplary, and punitive damages in Section 9 — including lost profits, lost revenue, lost data, and business interruption — applies in full. These limits do not apply to our gross negligence, our wilful misconduct, our indemnification obligations under Section 10, or to the extent prohibited by applicable law.

O. Which terms control, and which version applies. For your production use of Heartwood Memory, this Section 16 and the Source Licence are read together: this Section 16 is the commercial licence the Source Licence requires, and where the two conflict as between you and us, this Section 16 controls for the duration of your paid term. The Source Licence continues to govern everyone else's use, and governs yours once your paid term ends.

The version of these Terms posted on this page when you complete your purchase applies to your Heartwood Professional subscription from the moment of purchase; the 30-day delay in Section 13 does not postpone it. Section 13 governs updates we make to these Terms after your purchase.

P. Hosted components. Where a Heartwood Professional subscription includes any component that we host and operate on your behalf, the terms for that component — including its availability, its data-handling terms, and its data-return and deletion terms on cancellation — are as separately agreed with you in writing. No hosted component is provided under this Section 16 except as so agreed.