Terms of Service

Effective Date: January 15, 2022

1. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you, whether as an individual or on behalf of an entity, and aiproquo llc, doing business as AI ProQuo, with its principal place of business at 2022 Tuscany Way, Pleasant Grove, UT 84062-8565, United States. By accessing our website at www.aiproquo.autos, engaging our computer systems design services, requesting a consultation, or entering into a statement of work with us, you agree to be bound by these terms in their entirety.

If you do not agree to all of the terms and conditions contained in this document, you must not use our website or engage our services. We recommend that you read these terms carefully before proceeding. Your continued use of our website or services following any changes to these terms constitutes your acceptance of the revised terms. We reserve the right to update these terms at any time, and such modifications will be effective upon posting to our website.

2. Definitions

For the purposes of these Terms of Service, the following definitions apply. The term AI ProQuo, the Company, we, us, or our refers to aiproquo llc, the provider of computer systems design and related professional services. The term Client, you, or your refers to the individual or entity that accesses our website, engages our services, or enters into an agreement with us for the provision of professional services.

The term Services refers to all professional services provided by AI ProQuo, including but not limited to system architecture design, integrated systems consulting, cloud infrastructure engineering, intelligent automation consulting, security architecture review, performance optimization, and any other services described on our website or agreed upon in a statement of work. The term Deliverables refers to all reports, designs, diagrams, code, configurations, documentation, and other materials produced by AI ProQuo in the course of providing Services to a Client. The term Statement of Work or SOW refers to a written document executed by both parties that describes the specific Services to be provided, deliverables, timeline, and fees for a particular engagement.

3. Description of Services

AI ProQuo provides computer systems design and related services within the Professional, Scientific, and Technical Services sector. Our services encompass the analysis, design, implementation, and optimization of integrated computer systems for enterprise and mid-market clients. We operate within the computer integrated systems design industry and provide consulting services that may span multiple technology domains including distributed systems architecture, cloud platform engineering, network design, security infrastructure, performance engineering, and intelligent automation.

The specific scope, deliverables, timeline, and fees for any particular engagement are defined in a Statement of Work executed by both parties. No services beyond those explicitly described in a signed SOW are included in an engagement. AI ProQuo reserves the right to decline any project or engagement that falls outside our areas of expertise or that we determine, in our sole discretion, presents unacceptable risk or is inconsistent with our professional standards.

Our website provides general information about our services and capabilities. The content on our website is for informational purposes only and does not constitute professional advice, a binding offer, or a guarantee of specific results. No client relationship is formed solely through website access or email inquiry. A formal client relationship is established only upon the execution of a written agreement or Statement of Work.

4. Eligibility and Authority

By using our website and engaging our services, you represent and warrant that you are at least eighteen years of age and possess the legal capacity to enter into binding contracts under the laws of your jurisdiction. If you are entering into these terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these terms.

You further represent that all information you provide to AI ProQuo, whether through our website, in consultation discussions, or in connection with a Statement of Work, is true, accurate, current, and complete. You agree to promptly update any information that becomes outdated or incorrect. AI ProQuo reserves the right to verify the information you provide and to suspend or terminate services if we determine that you have provided false, misleading, or incomplete information.

5. Client Obligations and Cooperation

Successful delivery of our Services depends on reasonable and timely cooperation from you, the Client. You agree to provide AI ProQuo with access to the systems, personnel, facilities, information, and resources reasonably necessary for us to perform the Services described in a Statement of Work. You acknowledge that delays in providing required access, information, or approvals may impact project timelines and may result in additional fees.

You are responsible for maintaining the confidentiality and security of any credentials, access tokens, or system permissions you provide to us in connection with a project. You agree to promptly revoke access when it is no longer needed. You are also responsible for ensuring that your use of our Services and the systems we design for you comply with all applicable laws, regulations, and industry standards.

You agree not to use our Services for any unlawful purpose or in any manner that could damage, disable, overburden, or impair our systems or the systems we design. You further agree not to attempt to gain unauthorized access to any systems, accounts, or networks connected to our infrastructure. Any such attempts will result in immediate termination of services and may be reported to law enforcement authorities.

6. Intellectual Property Rights

All intellectual property created by AI ProQuo in the course of providing Services is subject to the ownership terms specified in the applicable Statement of Work. Unless otherwise agreed in writing, the following default provisions apply. AI ProQuo retains ownership of all pre-existing intellectual property, including methodologies, frameworks, tools, templates, code libraries, and know-how that we developed prior to or independently of the engagement.

Upon full payment of all fees due under a Statement of Work, AI ProQuo assigns to the Client ownership of the final Deliverables specifically created for that engagement. This assignment does not include any pre-existing intellectual property, which is licensed to the Client on a perpetual, irrevocable, royalty-free, non-exclusive basis solely for use in connection with the Deliverables. AI ProQuo retains the right to use general knowledge, skills, and experience acquired during the engagement in future projects.

The Client grants AI ProQuo a limited, non-exclusive license to use Client materials and data solely as necessary to perform the Services. The Client represents and warrants that it owns or has the necessary rights to all materials it provides to AI ProQuo and that our use of such materials in performing the Services does not infringe the intellectual property rights of any third party.

7. Confidentiality

Both parties acknowledge that during the course of an engagement, each may receive or have access to confidential information belonging to the other. Confidential information includes, but is not limited to, business strategies, technical specifications, system architectures, source code, financial information, client lists, personnel data, and any other information that is designated as confidential or would reasonably be understood to be confidential given the circumstances of disclosure.

Each party agrees to hold the confidential information of the other party in strict confidence and to use such information only for the purpose of performing obligations under these Terms of Service and any applicable Statement of Work. Neither party will disclose confidential information to any third party without the prior written consent of the disclosing party, except as required by law or court order. In the event of a legally compelled disclosure, the receiving party will provide prompt notice to the disclosing party so that the disclosing party may seek a protective order or other appropriate remedy.

The obligations of confidentiality survive the termination of any agreement between the parties and continue for a period of three years from the date of disclosure, except for trade secrets, for which confidentiality obligations continue indefinitely. Upon termination of an engagement, each party will return or destroy all confidential information of the other party, as directed by the disclosing party in writing.

8. Fees and Payment Terms

Fees for AI ProQuo Services are specified in each Statement of Work and may be structured as fixed-price engagements, time and materials billing, retainer arrangements, milestone-based payments, or a combination thereof. All fees are stated in United States Dollars unless otherwise specified. Unless the Statement of Work provides otherwise, payment terms are net thirty days from the date of invoice.

For fixed-price engagements, a deposit of fifty percent of the total project fee is typically required before work commences, with the remaining balance due upon delivery of final deliverables or according to a milestone payment schedule defined in the SOW. For time and materials engagements, invoices are issued bi-weekly or monthly and reflect the actual hours worked and expenses incurred during the billing period.

Late payments are subject to interest at the rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is lower. If collection efforts become necessary, the Client agrees to pay all reasonable costs of collection, including attorney fees and court costs. AI ProQuo reserves the right to suspend work on any project if invoices remain unpaid beyond sixty days from the due date.

All fees are exclusive of applicable taxes, duties, and levies. The Client is responsible for payment of all sales, use, value-added, and similar taxes imposed on the Services, excluding taxes based on AI ProQuo income. If the Client is exempt from certain taxes, it must provide a valid tax exemption certificate before invoicing.

9. Project Timelines and Deliverables

Project timelines specified in a Statement of Work represent our good faith estimates based on the information available at the time of scoping. Actual completion dates may vary depending on factors including the complexity of technical challenges encountered, the availability and responsiveness of Client personnel, the timely provision of required access and information, and changes to project scope requested by the Client.

AI ProQuo will make reasonable efforts to meet estimated timelines and will communicate promptly regarding any anticipated delays. Delays caused by the Client, including failure to provide required information or access, delayed approvals, or late payment, will extend project timelines accordingly and may result in additional charges. AI ProQuo is not responsible for delays caused by factors beyond our reasonable control, including but not limited to force majeure events as described in Section 17.

Deliverables are considered accepted unless the Client provides written notice of deficiencies within fourteen calendar days of delivery. Any notice of deficiency must describe the specific respects in which a deliverable fails to meet the requirements specified in the Statement of Work. AI ProQuo will correct verified deficiencies at no additional cost. Changes requested beyond the correction of deficiencies are subject to change order procedures and may incur additional fees.

10. Third Party Products and Services

In the course of designing and implementing integrated computer systems, AI ProQuo may recommend, configure, or integrate third party products and services, including but not limited to cloud platform services, software licenses, hardware components, and managed services. AI ProQuo is not a reseller of third party products and does not warrant or assume liability for the performance, reliability, security, or suitability of any third party product or service.

Clients are responsible for entering into their own license agreements or service contracts with third party providers and for paying all associated fees directly to those providers unless otherwise specified in the Statement of Work. AI ProQuo will use reasonable skill and judgment in recommending third party solutions but makes no guarantee that any particular third party product or service will meet all of the Client requirements or remain available, supported, or priced as anticipated over time.

If AI ProQuo procures third party products or services on behalf of the Client, the Client agrees to reimburse AI ProQuo for all direct costs incurred. The Client acknowledges that third party products and services are governed by the terms and conditions of the respective providers, and the Client agrees to comply with all applicable third party terms when using such products and services.

11. Warranties and Disclaimers

AI ProQuo warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards for computer systems design and consulting. This warranty is valid for a period of ninety days from the date of delivery of the final deliverables under a Statement of Work. During the warranty period, AI ProQuo will, at its option, re-perform any non-conforming Services or refund the portion of fees attributable to the non-conforming Services.

Except as expressly set forth in these Terms of Service or a Statement of Work, AI ProQuo provides all Services and Deliverables on an as-is basis and disclaims all other warranties, whether express, implied, statutory, or otherwise. AI ProQuo specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. AI ProQuo does not warrant that any system designed or recommended will operate uninterrupted, error-free, or with complete security.

The Client acknowledges that computer systems design involves inherent uncertainties and that no amount of planning and analysis can eliminate all risks associated with technology deployment. AI ProQuo provides professional recommendations based on our experience and analysis but does not guarantee specific business outcomes, performance metrics, or financial results. The Client retains ultimate responsibility for evaluating the suitability of our recommendations for its particular circumstances and for the operation and maintenance of systems after deployment.

12. Limitation of Liability

To the fullest extent permitted by applicable law, AI ProQuo and its officers, directors, employees, agents, and subcontractors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to damages for loss of profits, revenue, goodwill, data, business opportunities, or business interruption, arising out of or related to these Terms of Service or the Services, whether based on contract, tort, negligence, strict liability, or any other legal theory, even if AI ProQuo has been advised of the possibility of such damages.

The aggregate liability of AI ProQuo for all claims arising out of or related to these Terms of Service or the Services, whether based on contract, tort, negligence, or any other legal theory, will not exceed the total fees paid by the Client to AI ProQuo under the specific Statement of Work giving rise to the claim during the twelve-month period immediately preceding the event giving rise to the claim.

The limitations of liability set forth in this section are fundamental elements of the basis of the bargain between AI ProQuo and the Client. The Services and the fees charged reflect these limitations, and AI ProQuo would not be able to provide the Services on an economically viable basis without them. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such jurisdictions, the liability of AI ProQuo will be limited to the greatest extent permitted by applicable law.

13. Indemnification

The Client agrees to indemnify, defend, and hold harmless AI ProQuo, its officers, directors, employees, agents, and subcontractors from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorney fees, arising out of or related to the Client use of the Services or Deliverables in a manner not contemplated by the Statement of Work, the Client breach of these Terms of Service, the Client violation of applicable law or the rights of any third party, or any claim that materials provided by the Client infringe the intellectual property rights of a third party.

AI ProQuo agrees to indemnify, defend, and hold harmless the Client from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorney fees, arising out of any claim that the Deliverables, as delivered by AI ProQuo and used in accordance with the Statement of Work, infringe the intellectual property rights of a third party. This indemnification does not apply to infringement resulting from the combination of Deliverables with products or services not provided by AI ProQuo, from modifications made by anyone other than AI ProQuo, or from use of the Deliverables in a manner inconsistent with the Statement of Work.

The indemnified party must provide the indemnifying party with prompt written notice of any claim, grant the indemnifying party sole control of the defense and settlement of the claim, and provide reasonable cooperation at the indemnifying party expense. The indemnifying party may not settle any claim in a manner that imposes liability or obligation on the indemnified party without the indemnified party prior written consent.

14. Termination

Either party may terminate a Statement of Work upon written notice if the other party materially breaches any provision of these Terms of Service or the Statement of Work and fails to cure such breach within thirty days after receiving written notice describing the breach in reasonable detail. AI ProQuo may also terminate a Statement of Work immediately upon written notice if the Client fails to pay any undisputed invoice within sixty days of its due date, or if the Client becomes insolvent, files for bankruptcy, or ceases operations.

Either party may terminate a Statement of Work for convenience upon thirty days written notice. In the event of termination for convenience by the Client, the Client must pay for all Services performed and expenses incurred through the effective date of termination, plus any non-cancellable commitments made by AI ProQuo in reliance on the Statement of Work. In the event of termination for convenience by AI ProQuo, AI ProQuo will refund any prepaid fees for Services not yet performed on a pro-rata basis.

Upon termination, each party will promptly return or destroy all confidential information belonging to the other party. AI ProQuo will deliver to the Client all work in progress and partial deliverables for which payment has been received. The provisions of these Terms of Service that by their nature should survive termination, including but not limited to provisions regarding confidentiality, intellectual property, limitation of liability, indemnification, and governing law, will survive termination.

15. Governing Law and Jurisdiction

These Terms of Service and any Statement of Work entered into between the parties will be governed by and construed in accordance with the laws of the State of Utah, United States, without giving effect to any conflict of laws principles that would require the application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service or any Statement of Work.

Subject to the Dispute Resolution provisions below, any legal action or proceeding arising out of or related to these Terms of Service must be brought exclusively in the state or federal courts located in Utah County, Utah. Each party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum or improper venue.

16. Dispute Resolution

In the interest of resolving disputes efficiently and cost-effectively, the parties agree to follow the dispute resolution process described in this section before initiating litigation. Either party must first provide the other party with written notice of the dispute, describing the nature of the dispute and the relief sought. Within thirty days of receiving such notice, representatives of each party with authority to resolve the dispute will meet, either in person or via video conference, and attempt to negotiate a resolution in good faith.

If the dispute is not resolved through direct negotiation within sixty days of the initial notice, either party may submit the dispute to mediation. The mediation will be conducted by a mediator mutually agreed upon by the parties, or if they cannot agree, by a mediator appointed by the Utah office of the American Arbitration Association. The mediation will take place in Utah County, Utah, or via video conference if the parties agree. Each party will bear its own costs for mediation, and the parties will share equally the costs of the mediator.

If the dispute is not resolved through mediation within ninety days of the initial notice of dispute, either party may then pursue litigation or other remedies available under applicable law. This dispute resolution process does not preclude either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.

17. Force Majeure

Neither party will be liable for any failure or delay in performance of its obligations under these Terms of Service to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, government action, labor disputes, failure of utilities or telecommunications infrastructure, or denial of service attacks. The party affected by a force majeure event will promptly notify the other party and make reasonable efforts to mitigate the effects of the event on its performance.

If a force majeure event continues for more than thirty days, either party may terminate the affected Statement of Work upon written notice without liability, except that the Client must pay for all Services performed and expenses incurred through the date of termination. This section does not excuse the Client obligation to pay fees for Services already performed.

18. Modifications to Terms

AI ProQuo reserves the right to modify these Terms of Service at any time. When we make material changes, we will post the updated terms on our website and update the effective date. For Clients with active Statements of Work, material changes will become effective upon renewal of the Statement of Work or thirty days after we provide notice of the changes, whichever is later. For website visitors and prospective clients, changes become effective immediately upon posting.

We encourage you to review these Terms of Service periodically. Your continued use of our website or Services after the effective date of any changes constitutes your acceptance of the modified terms. If you do not agree with the modified terms, you must discontinue use of our website and Services. No modification or amendment to a signed Statement of Work is effective unless made in writing and signed by authorized representatives of both parties.

19. General Provisions

These Terms of Service, together with any executed Statement of Work, constitute the entire agreement between the parties with respect to the subject matter described and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral. No failure or delay by either party in exercising any right under these terms will operate as a waiver of that right. Any waiver must be in writing and signed by the waiving party. If any provision of these terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to achieve as nearly as possible the original intent of the parties, and the remaining provisions will continue in full force and effect.

AI ProQuo may assign these Terms of Service or any Statement of Work, in whole or in part, without the Client consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. The Client may not assign any rights or obligations under these terms without the prior written consent of AI ProQuo. Any attempted assignment in violation of this provision is void. Nothing in these terms creates a partnership, joint venture, employer-employee, or agency relationship between the parties. AI ProQuo is an independent contractor, and neither party has the authority to bind or create obligations on behalf of the other.

All notices required or permitted under these terms must be in writing and delivered by email, personal delivery, or certified mail with return receipt requested. Notices to AI ProQuo must be sent to touch@aiproquo.autos or to the physical address listed in these terms. Notices to the Client will be sent to the contact information provided at the time of engagement or as updated by the Client in writing. Notices are deemed effective upon receipt if delivered by email, upon delivery if personally delivered, or five business days after mailing if sent by certified mail.

20. Contact Information

If you have questions, concerns, or require clarification regarding these Terms of Service, please contact us using the information below. We encourage you to reach out before engaging our services if any provision of these terms is unclear or if you wish to discuss modifications to these terms.

Organization: aiproquo llc

Developer: AI ProQuo

Address: 2022 Tuscany Way, Pleasant Grove, UT 84062-8565, United States

Email: touch@aiproquo.autos

Phone: +1 (346) 658-4765

Website: www.aiproquo.autos

Last updated: August 8, 2026