TERMS OF SERVICE

Last Updated: November 23, 2024

AGREEMENT TO TERMS

We are BERIAS LLC (“BERIAS,” “Company,” “we,” “us,” or “our”), a company registered in the State of Florida. We operate the website www.berias.com (the “Website”) and provide consulting services through multiple channels, including but not limited to: (1) our Website, (2) email communications, (3) in-person meetings and consultations, (4) virtual meetings and consultations, and (5) on-site services at client locations (collectively, the “Services”).

You can contact us by email at hello@berias.com, by phone at +1 (786) 966-1795 (US) or +49 (0)176 3808 1336 (Germany), or by post to BERIAS LLC, 770 Claughton Island Dr. PH25, Miami, FL 33131, United States.

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you,” “your,” or “Client”) and BERIAS LLC, concerning your access to and use of the Services, regardless of the method of service delivery. You agree that by accessing or using the Services through any channel or method, you have read, understood, and agree to be bound by all of these Terms of Service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Website from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Service to stay informed of updates, as you will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Services after the date such revised Terms of Service are posted.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

1. SERVICES

The Company provides professional business consulting services through various service offerings, including but not limited to Adaptive Micro Consulting, AI and Web Development Project Management, and Project Management as a Service. The specific services to be provided shall be those selected by Client and confirmed by Company in writing.

Our services are strictly limited to business and management consulting. The Company explicitly disclaims any provision of engineering services, legal services, or any other consulting requiring specific licenses or certifications.

Adaptive Micro Consulting consists of focused consulting sessions, typically lasting one to two hours, or “Sprints” which comprise a two-week consulting experience. These services are designed to provide clarity in decision-making, strategy development, process optimization, and digitalization consulting. The service can be subcontracted to third parties. This third parties must provide the same security and service standards as BERIAS.

Our AI and Web Development services involve project management and client communication, with development work executed through authorized partner companies. Project Management as a Service includes temporary staffing solutions and assistance in establishing project management processes and guidelines. The service can be subcontracted to third parties. This third parties must provide the same security and service standards as BERIAS.

The information and services provided are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

2. SERVICE ENGAGEMENT AND DELIVERY

Prior to the commencement of Services, Client shall complete all required surveys and provide all requested information no later than seventy-two (72) hours before the scheduled commencement of Services. Failure to provide such information in a timely manner may result in delay or cancellation of Services at Company’s sole discretion.

Services are primarily delivered through Microsoft Teams and email communication channels. Client agrees to maintain necessary software and technical capabilities to receive Services through these platforms. For Adaptive Micro Consulting services, sessions shall be conducted in one (1) to two (2) hour increments or two-week sprints, as agreed upon in writing.

The Company reserves the right to utilize Microsoft 365 environment and related tools for service delivery. Client acknowledges that effective delivery of Services requires Client’s active participation and timely provision of accurate and complete information.

3. PAYMENT TERMS

Client agrees to pay all fees as specified in the applicable service agreement or package selection. Fees may be structured on an hourly basis, project basis, or package basis, as determined by the specific Service selected. All payments shall be made in United States Dollars (USD).

The Company accepts payment through the following methods: (a) Wire transfer (preferred method of payment) (b) Credit card payments, subject to additional processing fees.

All invoices are due upon receipt unless otherwise specified in writing by Company. The Company reserves the right to suspend or terminate Services for non-payment. We reserve the right to refuse any order placed through the Services.

For credit card payments, you explicitly authorize us to charge your payment method for such amounts when due. If your payment method is declined, you must provide a new payment method promptly and pay any outstanding amounts immediately.

4. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Company retains all right, title, and interest in and to the Website and its content, including without limitation all graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, and the design, structure, selection, coordination, expression, and arrangement of such content.

The Company’s materials, including but not limited to all templates, methodologies, processes, and proprietary information provided during service delivery (“Company Materials”) shall remain the exclusive property of the Company. Upon full payment of applicable fees, Client receives a non-exclusive, non-transferable license to use Company Materials solely for Client’s internal business purposes.

Client shall retain all right, title, and interest in and to any materials, information, or intellectual property provided by Client to Company in connection with the Services (“Client Materials”). Deliverables specifically created by Company for Client shall become Client’s property upon full payment, subject to Company’s retention of all underlying methodologies, processes, and know-how used in creating such deliverables.

You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding the Services (“Feedback”) will be the sole and exclusive property of the Company. You hereby irrevocably assign to us all right, title, and interest in and to all Feedback and agree to provide us with any assistance we may require to document, perfect, and maintain our rights in the Feedback.

5. CONFIDENTIALITY

Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party’s business, plans, customers, technology, and products (“Confidential Information”). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should reasonably be considered confidential.

The Company agrees to maintain all Client information in strict confidence and to store such information securely within our Microsoft 365 environment. Access to Client information shall be restricted to personnel who require such access for the purpose of delivering the Services.

Notwithstanding the foregoing, Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party before receipt from the disclosing party; (c) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

Each party agrees: (a) to use the Confidential Information only for the purposes of performing its obligations under these Terms of Service; (b) to maintain the confidentiality of the Confidential Information using at least the same degree of care it uses for its own confidential information and no less than reasonable care; and (c) not to disclose the Confidential Information to any third party except with the prior written consent of the disclosing party or as expressly permitted under these Terms of Service.

6. USER REPRESENTATIONS AND WARRANTIES

By using the Services, you represent and warrant that:

(1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and authority to comply with these Terms of Service; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means; (6) you will not use the Services for any illegal or unauthorized purpose; (7) your use of the Services will not violate any applicable law or regulation; (8) you have the requisite authority to enter into and perform your obligations under these Terms of Service; (9) you will provide all necessary information and documentation at least seventy-two (72) hours prior to commencement of Services; and (10) you will cooperate with the Company in all matters relating to the Services.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

7. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. As a user of the Services, you agree not to:

7.1. Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

7.2. Trick, defraud, or mislead us or other users, especially in any attempt to learn sensitive account information.

7.3. Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any content.

7.4. Make improper use of our support services or submit false reports of abuse or misconduct.

7.5. Engage in any automated use of the Services.

7.6. Attempt to impersonate another user or person or use the username of another user.

7.7. Sell or otherwise transfer your profile or account.

7.8. Use any information obtained from the Services in order to harass, abuse, or harm another person.

7.9. Use the Services as part of any effort to compete with us or otherwise use the Services for any revenue-generating endeavor or commercial enterprise beyond the scope of these Terms.

7.10. Decipher, decompile, disassemble, or reverse engineer any of the software comprising the Services.

7.11. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services.

8. TERM AND TERMINATION

These Terms of Service shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES TO ANY PERSON FOR ANY REASON OR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF SERVICE OR OF ANY APPLICABLE LAW OR REGULATION.

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by following the instructions on the Website or by contacting us at hello@berias.com. Any fees paid hereunder are non-refundable.

All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

9. DISCLAIMERS AND LIMITATIONS OF LIABILITY

9.1. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

9.2. LIMITATION OF LIABILITY

IN NO EVENT SHALL BERIAS LLC, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (1) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (2) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (3) ANY CONTENT OBTAINED FROM THE SERVICES; AND (4) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES DURING THE PERIOD OF THREE (3) MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.

10. DISPUTE RESOLUTION

10.1. Governing Law

These Terms of Service and your use of the Services shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any legal action or proceeding relating to your access to, or use of, the Services or these Terms of Service shall be instituted in the state or federal courts located in Miami-Dade County, Florida. You agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

10.2. Informal Resolution

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Service (each a “Dispute” and collectively, the “Disputes”), you and the Company agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration.

10.3. Binding Arbitration

If you and the Company are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Services shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Miami, Florida, and the arbitration proceedings shall be conducted in English. The award rendered by the arbitrator shall be final and binding on the parties.

10.4. Class Action Waiver

ANY ARBITRATION UNDER THESE TERMS OF SERVICE WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS/REPRESENTATIVE/COLLECTIVE ACTIONS ARE NOT PERMITTED.

11. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the Services without notice at any time.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services.

Nothing in these Terms of Service will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

12. MISCELLANEOUS PROVISIONS

12.1. Entire Agreement

These Terms of Service, together with any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and BERIAS LLC concerning your use of the Services.

12.2. Severability

If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect.

12.3. Waiver

No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

12.4. Assignment

The Company may assign or delegate these Terms of Service and/or the Company’s Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without the Company’s prior written consent, and any unauthorized assignment or delegation by you is void.

12.5. Notices

All notices required or permitted to be given under these Terms of Service must be in writing and shall be given by personal delivery, certified mail, or electronic mail to:

BERIAS LLC 770 Claughton Island Dr. PH25 Miami, FL 33131 United States

Email: hello@berias.com Phone (US): +1 (786) 966-1795 Phone (Germany): +49 (0)176 3808 1336

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS.