Terms of Service

1. Terms of Service

Atom Digit LLC. Effective date: June 15, 2026. Last updated: June 15, 2026.

Welcome to AtomDigit. These Terms of Service ("Terms") govern your access to and use of our website, products, services, software, AI systems, digital platforms, consulting services, digital marketing services, talent solutions, and related offerings provided by Atom Digit LLC ("AtomDigit", "Company", "we", "our", or "us").

By accessing our website, requesting services, signing a proposal, statement of work, master services agreement, purchase order, or otherwise using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our website or services.

Acceptance of Terms

You accept these Terms when you visit or use our website; submit a contact form or request information; sign a proposal, Statement of Work ("SOW"), Master Services Agreement ("MSA"), or similar commercial document; purchase or use any AtomDigit service; or access software, AI systems, applications, platforms, portals, dashboards, or deliverables provided by AtomDigit. If you are accepting these Terms on behalf of a company, you represent that you have authority to bind that organization.

Definitions

• Affiliate means any entity controlling, controlled by, or under common control with a party.
• Client means any individual or organization purchasing or using AtomDigit services.
• Deliverables means any software, AI models, code, applications, documentation, reports, designs, content, marketing assets, workflows, or other outputs created under a client engagement.
• AI System means any machine learning, generative AI, LLM-based, agentic, predictive, automation, computer vision, voice AI, or related technology developed, configured, integrated, or deployed by AtomDigit.
• Client Data means all information, datasets, files, documents, records, credentials, and materials supplied by the Client.
• Services means all consulting, engineering, development, implementation, marketing, talent, AI, software, and digital transformation services offered by AtomDigit.

Scope of Services

AtomDigit provides enterprise technology and AI services, including but not limited to:

AI Services. Custom AI development; AI agents and autonomous systems; generative AI solutions; AI workflow automation; AI research and analytics solutions; AI Centers of Excellence (CoE); AI governance and implementation consulting.

Software and Digital Engineering. Custom software development; SaaS product development; website development; mobile application development; system integrations; cloud engineering; data engineering; product modernization.

Digital Experience and Marketing. Digital transformation consulting; website optimization; search engine optimization; paid advertising management; marketing analytics; conversion optimization; customer experience initiatives.

Talent Solutions. Dedicated engineering teams; staff augmentation; talent sourcing and placement; technical recruitment services.

The exact scope, timelines, deliverables, pricing, and responsibilities will be defined in the applicable proposal, SOW, MSA, or order form. Where these Terms conflict with a signed agreement, the signed agreement controls.

Client Responsibilities

The Client agrees to provide accurate information; supply necessary data, access credentials, and approvals; maintain ownership rights to materials supplied to AtomDigit; obtain all required permissions and consents for any personal data shared with AtomDigit; cooperate in a timely manner to avoid project delays; and use deliverables in compliance with applicable laws and regulations. The Client is solely responsible for the legality, accuracy, and integrity of Client Data.

Intellectual Property Ownership

Pre-existing intellectual property. Each party retains ownership of all intellectual property it owned before the engagement. Nothing in these Terms transfers ownership of pre-existing intellectual property.

Client ownership of deliverables. Unless otherwise specified in a signed agreement and subject to full payment of all fees: custom software developed specifically for the Client becomes the Client's property; Client-specific AI workflows and implementations become the Client's property; Client-specific documentation and project deliverables become the Client's property.

AtomDigit retained rights. AtomDigit retains ownership of proprietary methodologies, development frameworks, accelerators, libraries, templates, reusable code components, internal tools, generic AI architectures, and know-how developed during engagements. AtomDigit may reuse general knowledge, skills, techniques, concepts, and experience acquired during an engagement, provided no Client confidential information is disclosed.

AI deliverables and models. Unless otherwise agreed: Client-owned data remains Client property; Client-trained or client-specific AI systems belong to the Client upon payment; underlying third-party foundation models remain the property of their respective providers; AtomDigit retains ownership of generalized frameworks, orchestration layers, and reusable AI infrastructure. AtomDigit does not claim ownership over Client Data used to build client-specific solutions.

AI Output Disclaimer

AI systems can generate inaccurate, incomplete, biased, misleading, or unexpected outputs. The Client acknowledges that AI-generated content should be reviewed by qualified humans; AI outputs are probabilistic rather than guaranteed; AI systems may occasionally produce incorrect recommendations; and business, legal, financial, medical, hiring, compliance, and operational decisions should not rely solely on AI outputs. AtomDigit does not guarantee the accuracy, completeness, legality, suitability, or fitness of AI-generated results. The Client remains responsible for validating outputs before use. Our full approach to responsible AI is set out at /responsible-ai.

Confidentiality

Each party agrees to protect confidential information received from the other party using reasonable care. Confidential information includes business plans, technical information, source code, trade secrets, pricing, security information, Client Data, and proprietary processes. Confidentiality obligations survive termination for five (5) years, except trade secrets, which remain protected as long as permitted by law.

Fees and Payment Terms

Unless otherwise agreed: invoices are payable within thirty (30) days of issuance; all fees are stated exclusive of applicable taxes; late payments may incur interest at 1.5% per month or the maximum amount permitted by law; AtomDigit may suspend services for overdue accounts; and the Client is responsible for all taxes, duties, levies, and governmental charges except taxes based on AtomDigit's income. Payments are non-refundable except where required by law or expressly stated in a signed agreement.

Warranties

AtomDigit warrants that services will be performed in a professional and workmanlike manner; personnel assigned to engagements possess appropriate qualifications and experience; and deliverables will substantially conform to agreed specifications for thirty (30) days after delivery unless otherwise agreed. Except as expressly stated, all services and deliverables are provided "AS IS" and "AS AVAILABLE." To the maximum extent permitted by law, AtomDigit disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, and uninterrupted operation.

Limitation of Liability

To the maximum extent permitted by law, AtomDigit shall not be liable for indirect, consequential, special, or incidental damages, or for loss of profits, revenue, goodwill, business opportunity, or data. AtomDigit's total aggregate liability arising from any claim shall not exceed the total fees paid by the Client to AtomDigit during the twelve (12) months immediately preceding the event giving rise to the claim. These limitations apply regardless of the legal theory asserted.

Indemnification

The Client agrees to defend, indemnify, and hold harmless AtomDigit and its officers, employees, contractors, and affiliates from claims arising out of Client misuse of services, Client Data, Client violations of law, Client infringement of third-party rights, unauthorized use of deliverables, or decisions made based on AI-generated outputs. AtomDigit will promptly notify the Client of any indemnified claim and provide reasonable cooperation.

Term and Termination

These Terms remain in effect while the Client uses our services. Either party may terminate an engagement for convenience with thirty (30) days written notice unless otherwise agreed; immediately for material breach not cured within fifteen (15) days of notice; or immediately for unlawful activity, fraud, or security risks. Upon termination, outstanding fees become immediately payable, Client access may be revoked, confidential information must be returned or deleted where applicable, and rights and obligations intended to survive termination will remain in effect.

Suspension of services. AtomDigit may suspend access to services if payment obligations are not met, security risks are identified, Client activity violates law, or continued service could expose AtomDigit or others to liability.

Compliance With Laws

Each party agrees to comply with applicable laws and regulations, including data protection, privacy, export controls, anti-corruption laws, and intellectual property laws.

Governing Law

These Terms are governed by and construed under the laws of the State of Maryland, United States, without regard to its conflict-of-laws principles. Subject to the arbitration provision below, the state and federal courts located in Montgomery County, Maryland shall have exclusive jurisdiction over any dispute not subject to arbitration.

Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms shall first be addressed through good-faith negotiations. If unresolved within thirty (30) days, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in English, seated in Montgomery County, Maryland, United States, and conducted by a single arbitrator unless the parties agree otherwise. The arbitration award shall be final and binding. Nothing in this section prevents either party from seeking urgent injunctive relief from a court of competent jurisdiction.

Severability

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain fully effective. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intended purpose.

Force Majeure

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, internet failures, government actions, cyberattacks, and utility interruptions. Affected obligations will be suspended during the force majeure event.

Entire Agreement

These Terms, together with any executed MSA, SOW, proposal, order form, Privacy Policy, DPA, and related documents, constitute the entire agreement between the parties regarding the subject matter.

Contact Information

For legal notices and contractual inquiries: Atom Digit LLC, 18310 Montgomery Village Avenue, Suite 300 #1148, Gaithersburg, MD 20879, United States. Email: legal@atomdigit.com. Privacy: privacy@atomdigit.com. Security: security@atomdigit.com.