Effective Date: 1/1/2025 (v1.1) 

These Terms and Conditions (“Agreement”) apply to all services provided by RightSEM, LLC (“RightSEM,” “we,” or “us”) to any individual or business (“Client” or “you”). By engaging RightSEM, you agree to the following: 

1.1 RightSEM will provide professional services as described in the applicable Statement of Work (“SOW”), proposal, or engagement letter.

1.2 Only services expressly documented in a mutually agreed SOW or proposal are included. 

1.3 Any additional work will require a written change order or amendment. 

2.1 Provide timely access to personnel, systems, accounts, and information necessary for RightSEM to perform services. 

2.2 Review and approve deliverables in a timely manner. 

2.3 Be responsible for the accuracy of materials, data, and content provided to RightSEM. 

2.4 Understand that successful implementation may depend on client-side execution and third-party vendor performance. 

3.1 Invoices. Fees are set forth in the applicable Statement of Work (SOW) or proposal. Unless otherwise specified, invoices are due upon receipt and payable within 30 calendar days. 

3.2 Late Payments. Balances unpaid after 30 days will incur a 3% monthly finance charge (or the maximum permitted by law, if lower). RightSEM may suspend services for accounts that remain past due. 

3.3 Taxes. All fees are exclusive of applicable taxes, which are the Client’s responsibility. 

3.4 Expenses. The Client shall reimburse RightSEM for any pre-approved out-of-pocket expenses reasonably incurred in the performance of services. 

4.1 Client Ownership. All work product and deliverables specifically created for and paid in full by the Client will be the Client’s property. 

4.2 RightSEM Ownership. Pre-existing tools, frameworks, code, templates, and methodologies developed by RightSEM remain our property, but may be licensed to Client for use during the engagement. 

4.3 Third-Party Tools. Any third-party software, plugins, or tools used are subject to their own license terms. Client is responsible for ongoing licensing costs unless otherwise stated. 

5.1 RightSEM may engage employees, independent contractors, or third-party service providers to assist in the performance of Services under this Agreement. RightSEM remains responsible for the performance of such parties and will ensure they are bound by confidentiality obligations no less protective than those in this Agreement. 

5.2 Certain Services may also involve the use of third-party software, platforms, or vendors (such as hosting providers, analytics platforms, or marketing tools). Client acknowledges that such services are subject to the provider’s own terms and availability, and RightSEM is not responsible for failures, downtime, or limitations caused by such providers. Unless otherwise stated in the applicable Statement of Work, Client is responsible for ongoing licensing or subscription fees for third-party services. 

6.1 Both parties agree to maintain the confidentiality of proprietary, sensitive, or non-public information disclosed during the engagement (“Confidential Information”). Confidential Information shall not be disclosed to third parties without prior written consent, except as required by law. 

6.2 Where applicable, the parties may also enter into a separate Non-Disclosure Agreement (“NDA”) or Business Associate Agreement (“BAA”) to address specific confidentiality or compliance requirements. In the event of a conflict, the NDA or BAA shall govern. 

6.3 Confidentiality obligations will survive termination of this Agreement. 

7.1 RightSEM represents it will provide services with reasonable skill, care, and diligence. 

7.2 No Guarantee of Results. RightSEM does not warrant or guarantee specific outcomes, rankings, revenues, or metrics. Results depend on factors beyond RightSEM’s control. 

7.3 Except as expressly stated, services are provided “AS IS” without warranties of any kind.

8.1 To the maximum extent permitted by law, RightSEM’s liability for any claim shall not exceed the total fees paid by Client in the three (3) months preceding the event giving rise to the claim. 

8.2 In no event will either party be liable for indirect, consequential, punitive, or special damages. 

8.3 This limitation does not apply to liability arising from gross negligence, willful misconduct, or breach of confidentiality. 

9.1 Client agrees to indemnify and hold harmless RightSEM from claims arising out of Client-provided content, data, or instructions that infringe intellectual property or violate applicable laws. 

9.2 RightSEM agrees to indemnify Client against claims that RightSEM’s work product (excluding Client or third-party content) infringes a third-party intellectual property right. 

10.1 This Agreement begins on the Effective Date and continues until terminated by either party with 30 days’ written notice. 

10.2 Either party may terminate immediately for cause (e.g., material breach, non-payment, illegal activity). 

10.3 Upon termination, Client will pay all outstanding fees for work performed through the effective date. Client’s ownership of deliverables is contingent on full payment. 

11.1 Neither party is liable for delays or failure to perform caused by events beyond reasonable control, including natural disasters, government actions, strikes, or internet outages. 

12.1 This Agreement is governed by the laws of the State of New Jersey, and any dispute shall be brought exclusively in the state or federal courts located in Monmouth County, NJ. 

13.1 The provisions of this Agreement that by their nature should survive termination or expiration shall do so, including but not limited to payment obligations, confidentiality, intellectual property, indemnification, limitation of liability, and governing law/dispute resolution

14.1 All notices or communications under this Agreement must be in writing. Notices will be deemed delivered when (a) sent by email to the primary business email address on record for each party, or (b) sent by certified mail, return receipt requested, to the party’s last known business address. Each party may update its notice information by written notice to the other. 

15.1 Severability. If any provision is held unenforceable, the remainder will continue in full force. 

15.2 Assignment. Client may not assign this Agreement without RightSEM’s prior written consent. RightSEM may assign in connection with merger, acquisition, or sale of assets. 

15.3 Entire Agreement. This Agreement, together with referenced SOWs, NDAs, or BAAs, constitutes the entire agreement between the parties. 

16.1 If you have questions or concerns about this policy, please contact us at: info@rightsem.com