TERMS OF SERVICE

1.1 Burley provides software development services on a subscription basis. You add tasks to your board. We build them in priority order. Standard-sized tasks are delivered within approximately 48 business hours once active.

1.2 Your subscription lane determines throughput (number of concurrent active tasks), not a fixed quantity of hours. This is a managed delivery service, not hourly consulting.

1.3 We reserve the right to determine whether a task is standard-sized. Tasks that exceed standard scope will be broken into multiple standard tasks.

2.1 Subscriptions are billed monthly via Stripe. Your billing cycle begins on the date of your first payment.

2.2 You may pause your subscription at any time. Unused days carry forward when you resume. You may cancel at any time with no penalty. There are no long-term contracts or minimum commitments.

2.3 Refunds are not provided for partial months. If you cancel mid-cycle, you retain access through the end of your current billing period.

2.4 Burley may adjust pricing with 30 days written notice. Price changes take effect at the start of your next billing cycle.

3.1 Work Product. All custom work product created specifically for you — including application code, designs, configurations, and documentation built to your specifications — is yours. Upon payment, we assign all right, title, and interest in such work product to you.

3.2 Pre-Existing IP. Burley retains full ownership of all tools, frameworks, libraries, components, systems, methodologies, and general-purpose code that exist prior to or independent of your engagement ("Burley Tools"). This includes but is not limited to: development infrastructure, deployment systems, internal automation, reusable component patterns, and any software or systems used to operate the Burley platform itself.

3.3 License to Burley Tools. Where Burley Tools are incorporated into your work product, you receive a perpetual, non-exclusive, royalty-free license to use them within the context of your project. This license does not grant you ownership of Burley Tools or the right to resell, sublicense, or distribute them independently.

3.4 No Prior Invention Disclosure Required. Burley works with multiple clients simultaneously and maintains a broad portfolio of pre-existing intellectual property. You acknowledge that Burley is not required to enumerate or disclose specific prior inventions. The distinction in Sections 3.1 and 3.2 governs ownership.

3.5 Open Source. Where open-source software is used in your project, it retains its original license. We will not introduce open-source dependencies that conflict with your intended use.

4.1 Both parties agree to keep confidential any non-public information shared during the engagement, including business plans, technical architecture, credentials, and user data.

4.2 Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law.

4.3 Burley may use your company name, logo, and a general description of work performed in portfolios, case studies, and marketing materials unless you request otherwise in writing.

5.1 You are responsible for providing timely feedback, approvals, and any materials (content, credentials, assets, third-party access) required for task completion.

5.2 Delays caused by missing client input do not pause the billing cycle. If a task is blocked waiting on you, we will move to the next item in your queue.

6.1 Burley is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.

6.2 Burley works with multiple clients simultaneously. Nothing in these Terms restricts Burley from performing services for other clients, including clients in the same or similar industries.

8.1 Burley warrants that all work product will be delivered with professional care and skill. If delivered work does not meet the specifications described in the task, we will correct it at no additional charge.

8.2 Services are provided "as is" beyond the warranty in 8.1. Burley makes no guarantees regarding business outcomes, revenue, user growth, or product-market fit.

8.3 Burley's total liability for any claim arising from these Terms or the Services is limited to the fees paid by you in the three (3) months preceding the claim.

8.4 Neither party is liable for indirect, incidental, consequential, or punitive damages.

9.1 Either party may terminate this agreement at any time by canceling the subscription. No written notice period is required.

9.2 Upon termination: (a) you retain ownership of all work product per Section 3.1; (b) Burley retains ownership of all Burley Tools per Section 3.2; (c) both parties continue to be bound by Section 4 (Confidentiality).

9.3 Burley may terminate immediately if: (a) payment fails and is not resolved within 7 days; (b) you engage in conduct that is abusive, threatening, or materially disruptive to the working relationship.

10.1 Both parties agree to attempt to resolve any dispute informally before pursuing formal remedies.

10.2 If informal resolution fails, disputes will be resolved by binding arbitration under the rules of the American Arbitration Association, conducted remotely. Each party bears its own costs.

10.3 These Terms are governed by the laws of the Commonwealth of Pennsylvania without regard to conflict of laws principles.

11.1 These Terms constitute the entire agreement between the parties regarding the Services and supersede all prior agreements, proposals, or representations — written or oral — including any client-provided contractor agreements, NDAs, or IP assignment agreements, unless explicitly agreed to in a separate written amendment signed by both parties.

11.2 Burley may update these Terms with 30 days notice. Continued use of the Services after notice constitutes acceptance.

11.3 If any provision is held unenforceable, the remaining provisions continue in full force.

11.4 You may not assign this agreement without Burley's consent. Burley may assign this agreement in connection with a business transfer.