Terms of Service

These Terms of Service govern your access to and use of the Birdeye Labs website and set out the commercial framework that applies when you engage Birdeye Labs for professional services. By using this site, requesting information, or entering into a proposal, statement of work, order form, or other written agreement with Birdeye Labs, you agree to these Terms together with any project specific document that expressly incorporates them or supersedes them where stated. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

Acceptance of Terms

Your use of the website constitutes acceptance of these Terms as of the date you first use the site. For paid engagements, the controlling terms are the signed statement of work or master services agreement plus these Terms to the extent they are incorporated by reference and not contradicted by a signed agreement. Where a signed engagement document conflicts with these Terms on a specific point, the signed document controls for that engagement. If you do not agree to these Terms, do not use the site or submit inquiries that imply you will contract on this basis.

Services Description

Birdeye Labs provides AI consulting and custom software development for mid market organizations, typically with annual revenue between about $5M and $200M. Offerings include AI strategy and roadmapping, design and build of custom AI applications and automation, integration of models and AI features into your existing systems and workflows, training and enablement for leadership and technical teams, and ongoing advisory or engineering retainers. Deliverables, timelines, assumptions, and success criteria for a given engagement are defined in a proposal or statement of work, not solely by marketing descriptions on this website.

Engagement Terms

Each engagement begins with a written proposal or order form that summarizes scope, milestones, fees, and key assumptions. A statement of work or equivalent exhibit attached to or referenced by a master agreement defines the services, deliverables, acceptance criteria, and responsibilities of each party. Work outside that scope requires a change order or an amended statement of work with adjusted fees and schedule. You agree to provide timely access to stakeholders, systems, data, and test environments reasonably needed for Birdeye Labs to perform, subject to your security and compliance policies as disclosed in writing. Delays or limitations caused by your organization may extend schedules and may result in additional fees if described in the statement of work or change order.

Fees and Payment

Fees are set in each proposal or statement of work. Typical engagements include an upfront project fee in the range of $10K to $25K for defined discovery, build, or strategy packages, plus monthly retainers often between $3K and $5K for ongoing advisory, product iteration, or embedded engineering capacity. Unless otherwise stated, fees are in United States dollars, exclusive of taxes you are required to pay, and invoiced according to the schedule in the statement of work. Retainers are billed monthly in advance unless the parties agree in writing to a different cadence. Invoices are due within the number of days stated in the agreement, commonly net fifteen or net thirty from the invoice date. Late amounts may accrue interest at the lesser of one and one half percent per month or the maximum rate allowed by law. We may suspend work for accounts more than thirty days past due after reasonable notice, without limiting other remedies.

Intellectual Property

Upon full payment of fees for a given deliverable, you own the custom deliverables specifically created for you under the statement of work, excluding Birdeye Labs preexisting materials, tools, libraries, prompts, templates, and methodologies that we use across clients. Birdeye Labs retains all right, title, and interest in such preexisting IP and in general know how, including improvements to our frameworks that do not disclose your confidential information. To the extent any Birdeye Labs background IP is embedded in a deliverable, we grant you a nonexclusive, perpetual, worldwide license to use, modify, and deploy that portion as part of the deliverable for your internal business purposes, without the right to sublicense except to your affiliates and contractors supporting your use of the deliverable. You grant Birdeye Labs a limited license to use your marks and project artifacts solely as needed to perform the services and as you approve in writing for reference marketing.

Confidentiality

The parties may execute a separate mutual nondisclosure agreement. Whether or not a standalone NDA exists, each party agrees to protect the other's confidential information with at least reasonable care and to use it only for the purposes of evaluating or performing the engagement. Confidential information includes nonpublic business plans, technical systems, models, training data you provide, security practices, and pricing, but excludes information that is public without breach, independently developed, rightfully received from a third party without restriction, or required to be disclosed by law after notice when permitted. Birdeye Labs will handle client data in accordance with the statement of work, applicable privacy laws, and your written instructions for regulated or sensitive categories you identify.

Limitation of Liability

To the fullest extent permitted by law, Birdeye Labs and its contractors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, arising out of or related to these Terms or any engagement, even if advised of the possibility of such damages. Except for amounts owed under an invoice, your exclusive remedy and the aggregate liability of Birdeye Labs for any claim arising from or related to a specific engagement will not exceed the fees you actually paid to Birdeye Labs for that engagement in the twelve months before the claim arose. These limitations do not apply where prohibited by law or to liability that cannot be limited by contract, such as intentional misconduct or gross negligence to the extent recognized in your jurisdiction.

Warranties and Disclaimers

Birdeye Labs will perform services in a professional manner consistent with generally accepted industry practice for AI consulting and software development engagements of similar scope. Services and software are provided "as is" except for any express warranties stated in the statement of work. We do not guarantee a particular business outcome, ROI, model accuracy level, regulatory approval, or uninterrupted operation of third party APIs or models. Artificial intelligence outputs can be nondeterministic and may contain errors; you remain responsible for human review, validation, and use of outputs in regulated or high risk settings. Except for express warranties in writing, we disclaim all implied warranties including merchantability and fitness for a particular purpose to the maximum extent permitted by law.

Termination

Unless a master agreement states otherwise, either party may terminate an ongoing retainer or broader services relationship for convenience by giving at least thirty days prior written notice. Either party may terminate immediately if the other materially breaches the agreement and fails to cure within thirty days after written notice describing the breach in reasonable detail. Upon termination, you will pay for all services performed and expenses incurred through the effective date, plus any noncancelable third party costs we reasonably committed on your behalf with prior approval. Sections that by nature should survive, including confidentiality, intellectual property, limitation of liability, indemnity, and dispute resolution, survive termination.

Governing Law

These Terms and any dispute arising out of or related to them or the services are governed by the laws of the State of Texas, without regard to conflict of law principles that would apply another jurisdiction's law, except that federal law governs issues exclusively within federal jurisdiction.

Dispute Resolution

The parties will first attempt to resolve any dispute arising out of these Terms or an engagement through good faith negotiation among executives with authority to settle. If the dispute is not resolved within thirty days of a written request to negotiate, either party may demand binding arbitration administered under the commercial arbitration rules of a recognized arbitration provider mutually agreeable to the parties, seated in Texas, with one arbitrator experienced in technology services contracts. Judgment on the award may be entered in any court of competent jurisdiction. The prevailing party in arbitration or litigation may recover reasonable attorneys fees and costs to the extent awarded by the arbitrator or court. Either party may seek equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information without waiving arbitration for monetary claims.

Indemnification

You will defend, indemnify, and hold harmless Birdeye Labs and its personnel from third party claims, damages, and costs arising from your use of deliverables in violation of law or third party rights, from materials you supply for incorporation into work product, or from your violation of these Terms, except to the extent caused by breach or willful misconduct by Birdeye Labs. Birdeye Labs will defend, indemnify, and hold harmless you from third party claims that deliverables created solely by Birdeye Labs for you under the statement of work, when used as authorized, infringe a United States patent or copyright, subject to your prompt notice, reasonable cooperation, and our right to control the defense and settlement.

Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, infrastructure or supply shortages, epidemics, or failures of public networks or major cloud providers, provided the affected party uses commercially reasonable efforts to mitigate and resume performance.

Changes to Terms

We may update these Terms from time to time. We will post the revised Terms on this page and update the effective date. For active engagements, material changes that affect fees, liability, or dispute resolution will not apply retroactively without your written consent; continued use of the website after changes constitutes acceptance of the updated Terms for site use. Review this page periodically if you rely on these Terms for website use or new engagements.

Contact

For questions about these Terms or to provide formal notices where required, contact legal@birdeyelabs.com.