Terms of Service

Effective Date: January 1, 2025  ·  Last Updated: May 1, 2025

Please read these Terms of Service ("Terms") carefully before using the website located at tiboh.com ("Site") or engaging the services provided by Tiboh Inc. ("Company," "we," "us," or "our"). By accessing the Site or purchasing our services, you ("Client" or "you") agree to be bound by these Terms. If you do not agree to these Terms, do not use the Site or engage our services.

1. Company Information

Tiboh Inc. is a corporation organized and existing under the laws of the State of New York, USA. Our registered business address is 1029 Lyell Ave, Unit #553, Rochester, NY 14606, USA. You may contact us at info@tiboh.com or by telephone at +1 302-345-4652. Tiboh Inc. operates the website tiboh.com and provides AI automation, software development, and related professional services.

2. Services

Tiboh Inc. provides software development, AI automation consulting, workflow automation, and related digital professional services ("Services"), including but not limited to:

• AI Strategy Roadmapping — process discovery, opportunity identification, and implementation planning
• AI Chatbot design, development, deployment, and optimization (ChatBot Pro)
• Email outreach automation systems (InboxFlow)
• Business workflow automation using n8n and related platforms (FlowBuilder)
• Multi-agent AI systems and orchestration using Claude and MCP (OpenClaw)
• Document processing and AI-powered data extraction (DocStream)
• Ongoing support, monitoring, and optimization retainers

Tiboh Inc. does not sell physical goods. All services are digital and delivered remotely. Service availability, pricing, and scope are subject to the applicable Statement of Work as described in Section 3.

3. Engagement & Payment Terms

3.1 Statements of Work

Each project engagement is governed by a written Statement of Work ("SOW") or Service Agreement agreed upon and executed by both parties prior to the commencement of work. The SOW specifies the scope of work, deliverables, acceptance criteria, timeline, and fixed pricing. These Terms are incorporated into and apply to all SOWs unless expressly and explicitly superseded by written agreement signed by both parties.

3.2 Pricing

Service prices published on the Site (tiboh.com/services.html) represent general starting-point estimates and are provided for informational purposes. Final pricing for each engagement is confirmed exclusively in the executed SOW. All prices are denominated in US Dollars (USD) and do not include applicable federal, state, or local taxes unless expressly stated in the SOW. Client is responsible for all applicable taxes assessed on services received.

3.3 Payment Schedule

Unless otherwise specified in the SOW: (a) fixed-fee projects require a non-refundable 50% deposit invoice payment before work commences, with the remaining 50% invoiced and due upon project completion and delivery of final deliverables; (b) monthly retainer fees are invoiced in advance on the first day of each billing month; (c) any variable-rate or time-and-materials work is invoiced monthly in arrears based on actual hours logged.

3.4 Late Payments

All invoices are due within 14 calendar days of issuance unless otherwise specified. Overdue balances accrue simple interest at the rate of 1.5% per month (18% per annum), calculated from the invoice due date. Tiboh Inc. reserves the right to suspend all services, access credentials, and deliverable delivery for client accounts more than 30 days past due, without liability to Tiboh Inc. for any resulting business interruption or loss.

3.5 Refund Policy

Because Tiboh Inc. provides custom software and professional services, refunds are governed as follows: (a) initial project deposits are non-refundable once work has commenced, as they compensate for discovery, planning, and resource allocation work performed immediately upon engagement; (b) if Tiboh Inc. materially fails to deliver agreed deliverables within the timeline specified in the SOW (subject to any client-approved extensions or delays caused by Client), Client is entitled to a pro-rata refund of amounts paid for demonstrably undelivered items; (c) completed deliverables that have been reviewed and accepted by Client are non-refundable; (d) monthly retainer fees are non-refundable for the current billing month but may be cancelled by either party with 30 days' written notice for all future billing months.

4. Intellectual Property

4.1 Client Ownership of Custom Deliverables

Upon receipt of full payment for an engagement, Tiboh Inc. hereby assigns to Client all intellectual property rights, title, and interest in and to the custom deliverables specifically created for Client under the applicable SOW ("Custom Work"), including source code, workflow configurations, documentation, and system architecture specifications. This assignment is effective upon payment and requires no additional instrument.

4.2 Tiboh Retained Rights

Notwithstanding Section 4.1, Tiboh Inc. retains full ownership of: (a) pre-existing tools, frameworks, libraries, templates, methodologies, and proprietary components used in or incorporated into the delivery ("Background IP"), which existed prior to or were developed independently of the specific engagement; (b) generalized technical know-how, processes, and non-Client-specific inventions developed in the course of performing services. Tiboh Inc. grants Client a perpetual, non-exclusive, royalty-free, sublicensable license to use any Background IP incorporated into Custom Work solely as necessary for Client's internal business purposes related to operating the delivered system.

4.3 Third-Party Components

Deliverables may incorporate open-source software components, third-party APIs, or commercially licensed technologies. Client's use of such third-party components is subject to their respective license terms and service agreements. Tiboh Inc. will identify all material third-party dependencies and their applicable licenses in the SOW or accompanying technical documentation. Client acknowledges responsibility for compliance with third-party license terms.

4.4 Client-Provided Materials

Client retains all ownership of materials, data, content, and intellectual property provided to Tiboh Inc. for use in delivering the Services. Client grants Tiboh Inc. a limited, non-exclusive license to use Client-provided materials solely as necessary to perform the Services during the engagement period.

5. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence using no less than the same degree of care it uses to protect its own confidential information (but not less than reasonable care), and shall not disclose it to any third party without prior written consent. "Confidential Information" means any non-public business, technical, financial, operational, or strategic information disclosed by one party to the other in connection with an engagement, whether disclosed orally, in writing, or by other means, and whether or not marked as confidential. Exceptions include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to enable the disclosing party to seek a protective order. This confidentiality obligation survives the termination of any engagement for a period of three (3) years.

6. Data & Privacy

Client data processed in the course of service delivery is handled in accordance with our Privacy Policy (tiboh.com/privacy.html), which is incorporated herein by reference. Tiboh Inc. does not sell, rent, or share Client business data with third parties except as strictly necessary to deliver the contracted Services (e.g., passing data through the Anthropic Claude API to process AI requests). Any such third-party data processors are bound by confidentiality obligations and data processing terms. Where required by applicable law, Tiboh Inc. will enter into a separate Data Processing Agreement with Client. Tiboh Inc. does not use Client data to train, fine-tune, or improve any AI model.

7. Warranties & Disclaimers

Tiboh Inc. warrants that: (a) it has the authority to enter into these Terms and perform the Services; (b) the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; (c) to Tiboh Inc.'s knowledge, the Custom Work will not, at the time of delivery, infringe any third-party intellectual property rights.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION OR IN AN APPLICABLE SOW, ALL SERVICES, DELIVERABLES, AND THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR CONTINUOUS AVAILABILITY.

AI-generated outputs (including but not limited to chatbot responses, email drafts, document extractions, analytical results, and agent decisions) are probabilistic in nature and may contain errors, omissions, or inaccuracies. Client is solely responsible for reviewing, validating, and approving all AI-generated outputs before acting upon them in any business-critical, regulated, legal, medical, financial, or other high-stakes context. Tiboh Inc. does not warrant the accuracy, completeness, or fitness for purpose of any AI-generated output.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TIBOH INC.'S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO A PARTICULAR ENGAGEMENT OR THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO TIBOH INC. IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

IN NO EVENT SHALL TIBOH INC. BE LIABLE FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS; (C) BUSINESS INTERRUPTION OR SYSTEM DOWNTIME; WHETHER ARISING UNDER CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF TIBOH INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The limitations in this Section apply to the aggregate of all claims and shall not be circumvented through multiple claims or causes of action. Some jurisdictions do not allow certain liability limitations; in such jurisdictions, Tiboh Inc.'s liability shall be limited to the fullest extent permitted by applicable law.

9. Termination

Either party may terminate an ongoing project engagement or retainer by providing 30 days' advance written notice to the other party. Upon termination by either party: (a) Client shall pay for all work satisfactorily completed and delivered through the effective date of termination, calculated on a pro-rata basis for fixed-fee projects and at the agreed rate for time-and-materials work; (b) Tiboh Inc. will promptly deliver all completed work product, credentials, and documentation upon receipt of final payment; (c) each party shall return or destroy the other party's Confidential Information upon request. Tiboh Inc. may terminate any engagement immediately upon written notice if Client fails to cure a material breach (including non-payment) within 10 days of written notice of such breach. Monthly retainers may be cancelled per the process described in Section 3.5(d).

10. Governing Law & Dispute Resolution

These Terms and all engagements governed by them are governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of law provisions or choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or any engagement ("Dispute"), the parties agree to: (a) first attempt in good faith to resolve the Dispute through direct negotiation between senior representatives within 15 business days of written notice; (b) if good-faith negotiation fails to resolve the Dispute within 30 calendar days, submit the Dispute to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, seated in Monroe County, New York, with proceedings conducted in English. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction. Either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction without first engaging in arbitration.

11. Modifications

Tiboh Inc. reserves the right to update or modify these Terms at any time at its sole discretion. Updated Terms will be posted on the Site with a revised "Last Updated" date at the top of this page. For material changes, Tiboh Inc. will make reasonable efforts to notify active clients via email. Continued use of the Site or engagement of Services after the posting of updated Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must cease using the Site and may terminate any active engagement pursuant to Section 9. Terms in effect at the time of an executed SOW govern that specific engagement unless both parties agree in writing to apply updated Terms.

12. Contact

For questions, concerns, or formal notices regarding these Terms of Service, please contact:

Tiboh Inc.
1029 Lyell Ave, Unit #553
Rochester, NY 14606, USA
Email: info@tiboh.com
Phone: +1 302-345-4652

Legal notices must be delivered in writing to the address above or via email to info@tiboh.com with "Legal Notice" in the subject line. Notices are effective upon confirmed receipt.