Terms

These Terms of Service (“Terms”) govern your use of [rivercityresearch.com] (the “Site”) and, at a high level, outline the terms that typically apply to our professional services. If you engage us, the signed proposal/statement of work (“SOW”) and any Data Processing Addendum (“DPA”) will control and supersede any conflicting terms below.

1) Who we are

[River City Research, LLC] (“Provider,” “we,” “us,” “our”) is a for-profit consultancy serving nonprofits and public-interest organizations with evaluation, research, data, and development services.

2) Website terms

  • Acceptable use. Do not misuse the Site (no unlawful activity, scraping beyond normal indexing, security probing, or interference).
  • Content. Site content is for general information; it is not professional advice. You may not copy, republish, or commercially exploit Site materials without permission.
  • Third-party links. We are not responsible for third-party sites/services linked from the Site.
  • Privacy. Use of the Site is also governed by our Privacy Policy.

3) Professional services overview (summary; SOW controls)

  • Scoping & SOW. Services, deliverables, timelines, and fees are defined in a written SOW accepted by both parties. Change requests require written approval and may affect fees/schedule.
  • Client responsibilities. You will provide timely access to information, systems, and personnel; identify a project lead; and ensure you have rights to any data you share.
  • Sensitive data. If services involve PHI, student records, or other sensitive data, we will execute appropriate DPA/BAA/FERPA clauses and use secure transfer and role-based access.
  • Fees & payment. Unless stated otherwise in the SOW, invoices are due Net 30. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law. Client pays applicable taxes, excluding our income taxes.
  • Expenses. Pre-approved, reasonable travel or pass-through costs will be invoiced at cost.

4) Intellectual property

  • Pre-existing IP. Each party retains ownership of pre-existing intellectual property, tools, templates, code, and methods.
  • Work product. Upon full payment, Client receives ownership of final deliverables expressly identified in the SOW (e.g., reports, data models produced for Client, code in Client repositories).
  • Background tools/license. To the extent our background tools are embedded in deliverables, we grant Client a perpetual, non-exclusive, royalty-free license to use them as part of the deliverables. Open-source components remain under their original licenses.
  • Publicity. With Client consent, we may list Client name/logo and a general, non-confidential description of the engagement. We will not disclose confidential or sensitive details without permission.

5) Confidentiality & data protection

  • Confidential information shared under an engagement will be protected and used only to perform the services.
  • If personal data is processed on Client’s behalf, we will execute a DPA/BAA as required and follow agreed security controls (encryption, access management, audit logging, small-cell suppression, de-identification where applicable).

6) Security

We employ reasonable technical and organizational measures appropriate to the engagement. Client acknowledges that no system is perfectly secure. Client remains responsible for its own environment, accounts, and end-user behaviors.

7) Third-party services & platforms

At Client request, we may integrate or configure third-party tools (e.g., AWS, GCP, Azure, survey or case-management platforms). Client’s licenses and terms with those providers apply. We are not responsible for third-party outages or changes.

8) Warranties & disclaimers

  • We warrant we will perform services in a professional and workmanlike manner consistent with industry standards.
  • Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE SOW, THE SITE AND SERVICES ARE PROVIDED “AS IS.” WE DISCLAIM ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE FUNDING OUTCOMES OR SPECIFIC RESULTS.

9) Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE, ARISING FROM THE SITE OR SERVICES. EXCEPT FOR (A) FEES DUE, (B) BREACH OF CONFIDENTIALITY, OR (C) INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER AN ENGAGEMENT IS LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT.

10) Indemnification

  • By Provider. We will defend/indemnify Client from third-party claims alleging that our deliverables (as provided) infringe IP rights, except to the extent caused by Client modifications or third-party components chosen by Client.
  • By Client. Client will defend/indemnify Provider from claims arising from Client data, instructions, or use of the services in violation of law or these Terms.

11) Termination

Either party may terminate an SOW for material breach not cured within 30 days of notice. Client may terminate for convenience with written notice; Client will pay for services performed and non-cancelable commitments through the effective termination date.

12) Non-solicitation (optional)

For 12 months after an engagement, neither party will solicit for employment (outside general advertising) any personnel who materially worked on the engagement without written consent.

13) Governing law; venue

These Terms and any SOW are governed by the laws of the State of Washington, without regard to conflicts rules. Exclusive venue is the state or federal courts located in Spokane County, Washington.

14) Changes to Terms

We may update these Terms for the Site; the “Effective date” will reflect changes. Service engagements are governed by the SOW/DPA in effect at signing unless amended in writing.

15) Miscellaneous

Independent contractors; no agency or partnership is created. Neither party is liable for delays due to force majeure events. If a provision is unenforceable, the remainder remains in effect. Notices must be in writing to the contacts in the SOW or to the address below.

16) Contact

[River City Research, LLC]
[Street Address] · [City, State ZIP]
Email: [legal@rivercityresearch.com]
Phone: [###-###-####]

These Terms are a practical template and not legal advice. Please ask your counsel to review and tailor for your specific operations (e.g., CPRA/GDPR, HIPAA/FERPA, procurement rules, and venue preferences).