Terms of
Service

By accessing or using the website, products, or services (collectively, the “Services”) provided by RedBlue Cyber LLC (“RedBlue Cyber,” “we,” “our,” or “us”), you (“Client,” “you,” or “your”) agree to be bound by these Terms of Service (the “Terms”). If you do not agree to these Terms, do not use our Services.

1. Scope of Services

RedBlue Cyber provides cybersecurity consulting, assessment, and advisory services as described on our website or in any Statement of Work (“SOW”). The specific scope, deliverables, and timeline will be detailed in each SOW, which is governed by these Terms.

2. Client Responsibilities

• Accurate Information: You agree to provide complete and accurate information necessary for us to perform the Services.
• Cooperation: You will make timely decisions, provide access to relevant systems, and designate points of contact.
• Security Measures: You remain responsible for maintaining appropriate security controls in your environment unless otherwise specified in the SOW.

3. Fees & Payment

• Rates: Fees are set forth in the quotation or SOW. Unless stated otherwise, invoices are due net 30 days from the invoice date.
• Late Payments: Overdue balances may accrue interest at 1.5% per month or the maximum rate permitted by law.
• Expenses: Pre-approved travel or third-party expenses will be billed at cost.

4. Confidentiality

Both parties agree to maintain the confidentiality of proprietary or sensitive information disclosed during the engagement and to use such information solely for performance under these Terms. Confidentiality obligations survive termination for five (5) years, except for trade secrets, which remain protected indefinitely.

5. Intellectual Property

• Pre-Existing IP: Each party retains ownership of its pre-existing intellectual property.
• Work Product: Upon full payment, RedBlue Cyber grants you a non-exclusive, perpetual license to use deliverables created for you. RedBlue Cyber retains ownership of underlying methodologies, templates, and know-how.

6. Warranties & Disclaimers

RedBlue Cyber warrants that it will perform Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Liability

To the fullest extent permitted by law, RedBlue Cyber's total liability arising out of or related to the Services will not exceed the fees paid by you for the specific SOW giving rise to the claim. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

8. Indemnification

You agree to indemnify and hold RedBlue Cyber harmless from any third-party claims arising out of (a) your misuse of the Services, (b) your violation of law, or (c) materials or instructions you supply that infringe third-party rights.

9. Term & Termination

• Term: These Terms apply from your acceptance until terminated.
• Termination for Convenience: Either party may terminate an SOW with 30 days' written notice.
• Termination for Cause: Either party may terminate immediately for material breach by the other party that remains uncured for 15 days after written notice.
• Effect of Termination: You will pay for all Services performed and expenses incurred up to the effective termination date.

10. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflicts of law principles. The parties agree to resolve disputes through good-faith negotiations, followed by binding arbitration in Newark, Delaware if the dispute cannot be resolved within 30 days.

11. Changes to Terms

We may update these Terms from time to time. Material changes will be posted on our website with a revised “Last Updated” date. Continued use of the Services after changes become effective constitutes acceptance of the updated Terms.

12. Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control, including but not limited to acts of God, natural disasters, war, or government actions.

13. Severability

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.

14. Entire Agreement

These Terms, together with any applicable SOWs, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, proposals, or communications.