Welcome to Tactical Edge! We're thrilled to have you on board.  

By using our subscription-based consulting services, you agree to the following:

‍

1. Subscription Agreement:

• Your subscription agreement is governed by these Terms of Service (“Terms”) and is between Tactical Edge AI, LLC (“Tactical Edge,” “Company,” or “us”) and the entity identified in the online order form (“Customer”). If an individual accepts these Terms on behalf of an entity, such an individual represents and warrants that they have authority to bind that entity.
• The effective date of these Terms of Service is the date on which you first selected and paid for a subscription-based tier and the term is monthly beginning on the effective date, automatically renewed unless you request otherwise.
• Monthly billing is handled through Stripe and is based on the subscription tier pricing then in effect.
• Cancellation Policy: You can cancel your subscription at any time with a notice period of 30 days before the start of your next billing cycle.

‍

2. Intellectual Property Rights:

Each party represents and warrants that it owns or has the necessary rights to all intellectual property (IP) provided to the other party and that such materials do not infringe upon the rights of any third party. Customer retains ownership of all pre-existing materials provided to the Company. Upon full payment of all fees, the Company assigns to the Customer the rights in the specific work products created for the Customer during the subscription term; however, the Company retains exclusive ownership of its “Background IP,” which includes pre-existing tools, software frameworks, and generalized methodologies.

‍

3. Scope of Service:

3.1. Scope of Service. The Company provides specialized professional services as a capacity-based subscription. The specific depth of service and priority are governed by the subscription tier selected. Check out our Subscription Page for more details.

3.2. Out-of-Scope Work. Subscriptions grant access to capacity and expertise, not fixed outputs, feature counts, or specific delivery timelines. Requests exceeding reasonable effort, risk profile, or regulatory complexity may require scope reduction, timeline adjustment, or a separate written Statement of Work (SOW).

‍

4. Communication and Turnaround:

All work requests must be submitted through the Company’s approved communication channels, such as a ticketing system, project board, or email. Requests are prioritized based on the Customer’s subscription tier, the complexity of the request, and the Company's available engineering capacity. Slack is our preferred communication channel during our working hours of 9 AM to 5 PM EST, Monday to Friday.

‍

5. Modification of Services:

Upgrade or downgrade your plan anytime. Upgrades become effective  immediately, while downgrades start at the next billing cycle.

‍

6. Customer Responsibilities:

Customer agrees to provide timely access to systems, documentation, and stakeholders. Customer shall designate a primary point of contact and warrants they hold legal rights to any data, code, or materials provided to the Company. Customer shall make all reasonable efforts to communicate scope and needs clearly to prevent delays. Delays caused by Customer dependencies do not pause or credit the billing cycle. 

‍

7. Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Both parties agree to:

(a) hold Confidential Information in strict confidence;

(b) use such information only for the purpose of performing this Agreement; and

(c) not disclose such information to any third party except to those employees and contractors who have a "need to know" and are bound by confidentiality obligations at least as restrictive as those herein or as required by a valid court order or applicable law.

This obligation survives the termination of this Agreement for a period of three (3) years, provided that obligations regarding trade secrets shall remain in effect for as long as the information qualifies as a trade secret under applicable law.

‍

8. Mutual Indemnification

Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of (i) the Indemnifying Party’s gross negligence or willful misconduct, (ii) a material breach of representations regarding third-party IP rights, or (iii) a violation of applicable law.

‍

9. Legal Compliance 

Both parties shall comply with all applicable laws and regulations. While the Company follows industry security practices, it does not guarantee regulatory compliance (e.g., HIPAA, GDPR) unless such compliance services are explicitly contracted in a separate writing.

‍

10. Warranties and Disclaimers

Services are provided on a commercially reasonable, best-effort basis. Company disclaims all implied warranties, including merchantability and fitness for a particular purpose. 

‍

11. Limitation of Liability

To the maximum extent permitted by law, the Company is not liable for indirect, incidental, or consequential damages. Total aggregate liability for any claim is capped at the fees paid by Customer in the three (3) months preceding the claim.

‍

12. Independent Contractor Relationship

The Company’s relationship with the Customer is that of an independent contractor, and nothing in this Agreement creates an agency, partnership, or joint venture. The Company retains sole control over the manner and means of performing the Services and is responsible for all taxes, insurance, and benefits for its own personnel.

‍

13. Non-Solicitation

During the term of this Agreement and for a period of one (1) year following its termination, Customer agrees not to directly or indirectly solicit, recruit, or hire any employee or contractor of the Company who performed Services under this Agreement without the Company’s express written consent.

‍

14. Governing Law and Dispute Resolution:

(a) This Agreement will be governed by the laws of the Commonwealth of Virginia, exclusive of its choice of law rules.

(b) The Parties will attempt first to resolve any dispute with respect to this Agreement or any SOW or Service Addendum through good faith, confidential, non-binding discussion and negotiation. The Company will make every reasonable effort to resolve any disputes amicably. Any dispute arising out of this agreement that cannot be resolved between the parties shall be submitted to and settled by arbitration in Tysons Corner, Virginia by a single arbitrator in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be binding and conclusive on all parties involved. Judgment upon said award may be entered in any court of competent jurisdiction. 

‍

15. Force Majeure: 

The failure or delay by either party to perform any obligation under this Agreement to the extent resulting from acts beyond its reasonable control, including, without limitation, fires, floods, earthquakes and other acts of Gods, acts of war or terrorism, civil unrest, and impact of emergency measures and directions activated by governmental authorities in connection with a pandemic or epidemic outbreak (“Force Majeure”) is excused for so long as such Force Majeure exists. The affected party shall promptly give written notice of the Force Majeure occurrence to the other party, shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure occurrence are minimized, and shall resume the performance of its obligations as soon as reasonably practicable after the removal of the Force Majeure. In the event that the Force Majeure continues to prevent or delay performance of such party for more than thirty (30) days, the other party may terminate this Agreement, effective immediately upon written notice, in which case Partner will be compensated only for Services successfully completed.

‍

16. Miscellaneous.

16.1. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

16.2. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

‍