When the math is right,
the business follows.

1. Scope of Engagement

The Consultant will deliver the service selected at booking — a Mathematical Correctness Review, Day-Rate Consulting, or Application Development — for the duration paid for. Specific deliverables, schedule, and acceptance criteria will be confirmed in writing (email is sufficient) after booking and prior to commencement of work. Work outside the confirmed scope requires a new engagement.

2. Payment, Reservations & Refunds

Day-Rate Consulting and Mathematical Correctness Reviews are due in full, in advance, before any work begins. Application Development engagements are billed in two installments: a fifty-percent (50%) deposit due at booking, and the remaining fifty percent (50%) invoiced via Stripe upon delivery and Client acceptance. Stripe receipts constitute proof of payment. Time blocks are held exclusively for the Client upon successful payment of the deposit (or full fee, where applicable).

Cancellations made more than seven (7) days before the scheduled start of work are eligible for a full refund of any prepaid amounts. Cancellations made within seven (7) days of scheduled commencement are non-refundable, as the Consultant has typically committed and declined other work for that period. Once work has commenced, deposits and fees are non-refundable; for App Dev engagements, the final-installment invoice is due on delivery regardless of subsequent cancellation, prorated for any partial week not yet performed.

Eligible refunds are issued via Stripe to the original payment method, typically arriving within five to ten (5–10) business days. Currency conversion or card-network fees are not within the Consultant's control and will not be reimbursed. Disputes or chargebacks initiated without first contacting the Consultant in good faith to resolve the issue (per §11) constitute a material breach of these terms.

3. Intellectual Property

3.1 Pre-Existing Intellectual Property

All patents, methodologies, frameworks, source code, algorithms, and inventions authored or filed by the Consultant prior to or outside of this engagement remain the sole and exclusive property of the Consultant. Nothing in this engagement transfers any ownership of pre-existing intellectual property to the Client. If any deliverable produced during this engagement incorporates pre-existing patented work owned by the Consultant, the Client must negotiate and execute a separate commercialization license with the Consultant before using such work in any commercial product, service, or offering.

3.2 New Mathematical Work

Any new mathematics — including but not limited to proofs, theorems, models, derivations, algorithms, and theoretical frameworks — developed by the Consultant during this engagement remains the sole intellectual property of the Consultant. Upon full payment, the Client is granted a non-exclusive, non-transferable, non-sublicensable license to use such new mathematical work for the Client's internal business purposes for a term of one (1) year from the date of delivery.

Renewal of the license beyond the initial one-year term is subject to good-faith negotiation between the parties; however, neither party is obligated to agree to renewal terms. Use, distribution, or commercialization of the new mathematical work after expiration without a renewed written license is a material breach of these terms.

3.3 Commercialization

Any plan by the Client to commercialize work that contains, depends upon, or is derived from the Consultant's pre-existing or new intellectual property must be disclosed to and negotiated in writing with the Consultant prior to launch, public announcement, or external distribution. Unauthorized commercialization is a material breach of these terms.

3.4 Client Materials

Materials, data, and existing intellectual property provided by the Client to the Consultant remain the property of the Client. The Consultant uses such materials only for the purposes of the engagement and returns or destroys them on request after delivery, except to the extent required to be retained for legal, tax, or audit purposes.

3.5 Not Work for Hire

The parties expressly agree that the Consultant's contributions under this engagement are not "works made for hire" within the meaning of 17 U.S.C. § 101 or any analogous law in any other jurisdiction. The Client acquires only the license rights expressly granted in §3.2, and no copyright, patent, or other intellectual property right transfers to the Client by operation of these terms.

4. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with this engagement, including business plans, technical materials, and commercial terms, and to use such information only to perform under or evaluate the engagement. Confidentiality obligations survive termination indefinitely, except for information that (a) becomes public through no fault of the receiving party, (b) was already known to the receiving party prior to disclosure, (c) is independently developed without use of the disclosing party's confidential information, or (d) is required to be disclosed by law or court order, in which case the receiving party shall give the disclosing party prompt written notice (where legally permitted) so that disclosure may be challenged or narrowed.

5. Warranties & Limitation of Liability

The Consultant warrants services will be performed with reasonable professional care and rigor consistent with industry practice. Beyond this, services and deliverables are provided as is, with no warranty of merchantability, fitness for a particular purpose, or non-infringement. The Consultant makes no warranty regarding the Client's business outcomes, regulatory approval, market acceptance, or commercial success.

To the maximum extent permitted by law, the Consultant's total aggregate liability for any claim arising out of or relating to this engagement shall not exceed the fees actually paid by the Client for the specific engagement giving rise to the claim. In no event shall the Consultant be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, data, or goodwill, even if advised of the possibility of such damages. The limitations in this section apply even if any limited remedy fails of its essential purpose.

6. Independent Contractor & Subcontractors

The Consultant is engaged as an independent contractor. Nothing in these terms creates an employer–employee relationship, partnership, joint venture, or agency. The Consultant is solely responsible for her own taxes, benefits, equipment, and business expenses, and warrants that no Client tax-withholding or benefits obligation arises under this engagement.

The Consultant may engage qualified subcontractors or collaborators to assist with the engagement, provided that (a) the Consultant remains responsible for the work and timeline as if performed personally, and (b) any such subcontractor is bound by confidentiality obligations no less protective than those in §4.

7. Indemnification

By the Client. The Client shall defend, indemnify, and hold harmless the Consultant from and against any third-party claim arising out of (a) materials, data, or instructions provided by the Client that infringe a third party's rights, (b) the Client's use of deliverables outside the scope of the license granted in §3.2, or (c) the Client's commercialization of work without the negotiation required by §3.3.

By the Consultant. The Consultant shall defend, indemnify, and hold harmless the Client from and against any third-party claim that the Consultant's deliverables, as delivered and used within the scope of the license, infringe a third party's United States intellectual-property right, except where the alleged infringement arises from Client materials, Client modifications, or use outside the granted license. The Consultant's total indemnification obligation under this paragraph is capped at the fees actually paid by the Client for the engagement.

The party seeking indemnification shall (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defense and settlement (provided that no settlement admitting liability or imposing non-monetary obligations on the indemnified party is effective without that party's consent), and (iii) reasonably cooperate at the indemnifying party's expense.

8. Term & Termination

The engagement begins upon successful payment and continues for the duration of the reserved time block or until the agreed deliverables are completed, whichever is later. Either party may terminate on written notice for material breach not cured within ten (10) days of notice. Sections 3 (Intellectual Property), 4 (Confidentiality), 5 (Warranties & Liability), 7 (Indemnification), 9 (Publicity), 11 (Notices), 12 (Governing Law), and 13 (General) survive termination.

9. Publicity

Unless the Client opts out in writing prior to or within thirty (30) days after engagement start, the Consultant may identify the Client by name and logo in a non-confidential, factual list of past clients (e.g., on a website, pitch deck, or résumé). The Consultant shall not disclose the substance of any engagement, deliverables, or confidential information without prior written consent. The Client may revoke logo-and-name use prospectively at any time by written notice.

10. Force Majeure

Neither party is liable for any failure or delay caused by events beyond reasonable control, including natural disasters, illness, infrastructure outages, or government action. Affected timelines will be extended by a reasonable period. If a force-majeure event continues for more than thirty (30) consecutive days, either party may terminate the engagement, and the Consultant shall refund any pre-paid fees attributable to work not yet performed.

11. Notices

Formal notices under these terms shall be given by email to bee_davis@alumni.brown.edu (to the Consultant) and to the email address provided by the Client at booking (to the Client). A notice is deemed received on the next business day after sending, absent bounce or similar delivery error. Either party may update its notice email by giving notice to the other.

12. Governing Law & Disputes

These terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. The parties will first attempt to resolve any dispute through good-faith negotiation. Unresolved disputes shall be brought exclusively in the state or federal courts located in Sacramento County, California, and the parties consent to personal jurisdiction therein. Each party waives any right to a jury trial in connection with any dispute under these terms, to the maximum extent permitted by law.

13. General

13.1 Assignment

Neither party may assign these terms or any rights or obligations under them without the prior written consent of the other party, except that either party may assign these terms in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations in writing.

13.2 Severability & Waiver

If any provision of these terms is held unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable while preserving its intent. No waiver of any provision is effective unless in writing, and no waiver constitutes a continuing waiver.

13.3 Entire Agreement & Acceptance

These terms, together with the engagement details confirmed in writing after booking, constitute the entire agreement between the parties regarding the engagement and supersede all prior or contemporaneous understandings, whether oral or written. No modification is effective unless in writing and signed (electronically or otherwise) by both parties. Successful completion of payment via Stripe on this page, together with the Client's affirmative checkbox acceptance of these terms, constitutes the Client's electronic signature and acceptance of these terms in full and represents the Client's acknowledgment that they have read, understood, and agreed to be bound by them.