Terms of Service

01 Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Mentorythm Labs ("we," "us," or "our"), a decision intelligence consulting firm organized under the laws of the Commonwealth of Kentucky, with its principal place of business at 500 W Jefferson St, Louisville, KY 40202.

By accessing our website, requesting information about our services, entering into an engagement letter or statement of work, or using any of our advisory services, you agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must immediately cease using our website and refrain from engaging our services.

We reserve the right to modify these Terms at any time. Any modifications will become effective upon posting to our website. Your continued use of our website or services following such posting constitutes your acceptance of the modified Terms. We encourage you to review these Terms periodically.

02 Nature of Services

Mentorythm Labs provides decision intelligence consulting services on a strictly advisory basis. Our services are intellectual and analytical in nature and include, but are not limited to, the following:

• Decision-Making Process Audits and Diagnostics, which involve the structured examination and mapping of organizational decision processes, the identification of cognitive and structural biases, and the delivery of written diagnostic reports with prioritized recommendations.
• Custom Decision Framework Design, which involves the creation of bespoke, documented decision models, scoring systems, and evaluation architectures tailored to a specific client organization and business context.
• Data-Informed Strategy Sessions, which involve facilitated working sessions with client leadership teams focused on structuring available information to support specific strategic decisions.
• Decision Intelligence Training for Teams, which involves modular educational programs delivered to groups of managers, executives, or other organizational personnel, covering structured decision-making methods, cognitive bias awareness, and data interpretation skills.

Our services are purely advisory and consultative. We do not provide legal, financial, accounting, medical, or regulatory advice. We do not process, store, or analyze client data on behalf of clients. We do not implement software, technology systems, or operational infrastructure. All conclusions, recommendations, and frameworks we deliver are advisory in nature and are intended to inform and support your independent business judgment. The ultimate responsibility for any decision made rests solely with you.

Nothing in our deliverables constitutes a guarantee of any specific business outcome, financial result, operational improvement, or competitive advantage. Business decisions involve inherent risk and uncertainty that no consulting framework can eliminate entirely.

03 Engagement and Payment Terms

Each consulting engagement is governed by a specific Engagement Letter or Statement of Work ("SOW") executed by both parties. In the event of a conflict between these Terms and the provisions of a specific SOW, the SOW shall prevail with respect to the subject matter of that engagement.

Fees for our services are set forth in the applicable SOW. Unless otherwise specified in the SOW, the following payment terms apply:

• A non-refundable deposit of fifty percent (50%) of the total engagement fee is due and payable upon execution of the SOW and prior to the commencement of any work.
• The remaining balance is due upon delivery of the final deliverable as specified in the SOW, or at the conclusion of the final session in the case of training or strategy session engagements.
• For engagements extending beyond sixty (60) days, we may invoice on a milestone or monthly basis as specified in the SOW.
• All invoices are due within fifteen (15) calendar days of the invoice date unless otherwise agreed in writing.
• Overdue invoices are subject to a late payment fee of one and one-half percent (1.5%) per month on the outstanding balance, compounded monthly, from the due date until payment is received in full.

All fees are quoted and payable in United States Dollars. We reserve the right to suspend services for any engagement where payment is more than fifteen (15) days overdue. We also reserve the right to terminate an engagement and pursue available legal remedies for non-payment, including recovery of attorney's fees and collection costs where permitted by applicable law.

04 Intellectual Property

All pre-existing intellectual property, methodologies, frameworks, tools, templates, and know-how developed by Mentorythm Labs prior to or independently of any client engagement ("Background IP") remains the exclusive property of Mentorythm Labs. These Terms do not transfer any ownership of Background IP to you.

With respect to deliverables created specifically and exclusively for your engagement ("Work Product"), upon receipt of full payment for the applicable engagement, we grant you a non-exclusive, non-transferable, perpetual license to use such Work Product internally for your own business purposes. You may not sublicense, sell, resell, transfer, publicly display, or otherwise exploit Work Product for commercial purposes without our prior written consent.

All content on our website, including text, graphics, design, logos, and original methodological descriptions, is the intellectual property of Mentorythm Labs and is protected by applicable copyright and trademark law. You may not reproduce, distribute, modify, or create derivative works from any website content without our prior written permission.

We retain the right to use anonymized, aggregated, and non-attributable insights derived from our engagements for the purpose of improving our methodologies, developing thought leadership content, and enhancing our services generally.

05 Confidentiality

Each party acknowledges that in the course of an engagement, it may receive or have access to information that is confidential or proprietary to the other party ("Confidential Information"). Each party agrees to hold the other's Confidential Information in strict confidence, to use it only for the purposes of the engagement, and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by applicable law.

Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party's possession before disclosure without restriction on use or disclosure; (c) is independently developed by the receiving party without reference to or reliance on the Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The obligations of confidentiality shall survive the termination of any engagement for a period of three (3) years. For trade secrets, confidentiality obligations shall continue for as long as the information qualifies as a trade secret under applicable law.

06 Limitation of Liability

To the fullest extent permitted by applicable law, Mentorythm Labs shall not be liable to you or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or relating to these Terms, our services, or any deliverables, even if we have been advised of the possibility of such damages. This includes, without limitation, loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, or any other intangible losses.

Our total aggregate liability to you for any and all claims arising out of or relating to these Terms or any engagement shall not exceed the total fees actually paid by you to us for the specific engagement giving rise to the claim in the twelve (12) month period immediately preceding the date on which the claim arose.

Because our services are advisory in nature and all final business decisions rest with you, we cannot and do not warrant or represent that our recommendations or frameworks will produce any particular business result, financial outcome, or improvement in organizational performance. Our liability is limited strictly to the professional services themselves, not to the downstream consequences of decisions made using our advice.

07 Client Responsibilities

You agree to cooperate with us in good faith throughout the engagement. Specifically, you acknowledge and agree that:

• You will provide timely access to relevant personnel, information, and documentation as reasonably requested to support the engagement.
• You are responsible for the accuracy and completeness of any information, data, or materials you provide to us. We rely on the accuracy of information provided and do not independently verify it.
• You will designate an appropriate point of contact or project sponsor with the authority to provide approvals and make decisions on behalf of your organization during the engagement.
• Delays caused by your failure to provide timely input, approvals, or access may extend the engagement timeline and may result in additional fees, which will be communicated to you in writing in advance.
• You will use our deliverables only for lawful purposes and in accordance with these Terms and any applicable SOW.
• You will not use our name, brand, or deliverables for any marketing or promotional purpose without our prior written consent.

08 Termination

Either party may terminate an engagement for material breach upon thirty (30) days' written notice to the other party, provided that the breaching party fails to cure the breach within that notice period. Material breach includes, but is not limited to, non-payment, repeated failure to cooperate, or violation of confidentiality obligations.

We reserve the right to terminate any engagement immediately without prior notice in the event of: (a) non-payment of overdue invoices following a written warning; (b) your request that we engage in unethical, illegal, or dishonest conduct; or (c) circumstances that, in our professional judgment, render continued engagement impossible or professionally inappropriate.

Upon termination for any reason, you remain obligated to pay for all services performed and deliverables delivered up to the date of termination, including any non-refundable deposit. Provisions of these Terms that by their nature should survive termination shall do so, including Sections 4, 5, 6, 8, 9, and 10.

09 Governing Law and Dispute Resolution

These Terms and any disputes arising from or related to them or any engagement with Mentorythm Labs shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of law principles.

Prior to initiating any formal legal proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days following written notice of the dispute. If the parties are unable to resolve the dispute through negotiation, they agree to submit the matter to non-binding mediation before a mutually agreed mediator in Jefferson County, Kentucky, before pursuing litigation.

Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Jefferson County, Kentucky, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts.

10 General Provisions

These Terms, together with any applicable SOW, constitute the entire agreement between you and Mentorythm Labs with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, negotiations, representations, and understandings, whether oral or written.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

You may not assign or transfer your rights or obligations under these Terms to any third party without our prior written consent. We may assign our rights and obligations, including in connection with a merger, acquisition, or sale of assets, upon written notice to you.

All notices required or permitted under these Terms shall be in writing and delivered by email with confirmation of receipt, or by courier or certified mail to the addresses on file for each party.