01Scope of these Terms
These Terms of Service ("Terms") govern your access to and use of the Fulcrum Systems website, products, and services provided by Fulcrum Systems LLC ("Fulcrum", "we", "us"), a limited liability company organized in the State of Florida, United States, with principal place of business in Miami, Florida.
By using our website or engaging us for services, you agree to these Terms. If you are entering into an agreement on behalf of a company, you represent that you have the authority to do so.
02Services & Statements of Work
Fulcrum designs, builds, and maintains bespoke software — both custom client projects and our own products (such as Fulcrum Assets, AeroOps, and Fulcrum Ledger).
For client engagements, the specific deliverables, timeline, fees, team, and responsibilities are described in a Statement of Work (SOW) signed by both parties. If anything in the SOW conflicts with these Terms, the SOW controls for that engagement.
For our own products, additional product-specific terms may apply, which will be referenced in the product's order form, license, or subscription agreement.
03Use of the website
You may use this website for lawful informational purposes. You agree not to:
- Attempt to gain unauthorized access to any part of the site, accounts, or infrastructure.
- Interfere with or disrupt the integrity or performance of the site.
- Scrape, mirror, or systematically extract content without our written consent.
- Use the site to transmit malware, spam, or unlawful content.
- Misrepresent your identity or submit false information through any form.
04Intellectual property
Our materials
The Fulcrum name, logo, website content, product interfaces, and underlying software are owned by Fulcrum or our licensors and protected by intellectual-property laws. Nothing on this website grants you a license to use our marks or materials without prior written permission.
Custom client deliverables
Upon full payment of all fees due for a given engagement, and unless the SOW states otherwise, the client owns the custom deliverables specifically created for them under that SOW.
Pre-existing & reusable materials
Fulcrum retains ownership of — and a perpetual right to reuse — any pre-existing tools, libraries, frameworks, patterns, methods, and know-how (collectively, "Background IP") that we bring to or develop outside of the engagement, even if they are incorporated into deliverables. The client receives a non-exclusive license to use Background IP as embedded in their deliverables.
Third-party components
Projects may include third-party open-source or commercial components, which are governed by their respective licenses. We will identify material third-party components in the SOW or project documentation.
05Confidentiality
Each party agrees to keep the other's non-public information confidential, to use it only for purposes of the engagement, and to apply at least the same care it uses to protect its own confidential information — and never less than a reasonable standard. Obligations continue for three (3) years after the engagement ends, or longer where required by law.
06Fees & payment
Fees, payment schedule, and currency are defined in the applicable SOW or order form. Unless stated otherwise:
- Invoices are due within 15 days of issue.
- Overdue amounts accrue interest at 1.5% per month, or the maximum allowed by law (whichever is lower).
- Fees are exclusive of taxes; the client is responsible for applicable sales, VAT, or similar taxes.
- Fulcrum may suspend services on accounts that are materially overdue, after reasonable notice.
07Warranties & disclaimers
For client engagements, Fulcrum warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. The warranty period and remediation process for specific deliverables are defined in the SOW.
Except as expressly stated in a signed SOW, the website, products, and services are provided "as is" and "as available". To the maximum extent permitted by law, Fulcrum disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
08Limitation of liability
To the maximum extent permitted by law:
- Neither party is liable for indirect, incidental, special, consequential, or punitive damages — including loss of profits, revenue, data, or business opportunity — even if advised of the possibility.
- Fulcrum's total aggregate liability arising out of or related to an engagement is limited to the fees paid by the client to Fulcrum in the 12 months preceding the event giving rise to the claim.
- These limitations do not apply to liability for gross negligence, willful misconduct, fraud, or where prohibited by law.
09Termination
Engagements may be terminated as described in the applicable SOW. Either party may terminate for material breach not cured within 30 days of written notice. Upon termination, the client pays for services rendered and costs incurred up to the termination date. Sections that by their nature should survive termination (IP, confidentiality, liability, governing law) will survive.
10Governing law & disputes
These Terms are governed by the laws of the State of Florida, United States, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, for any dispute that cannot be resolved informally. The parties agree to first attempt to resolve disputes through good-faith negotiation for at least 30 days before formal proceedings.
11Changes to these Terms
We may update these Terms from time to time. When we do, we update the "Last updated" date at the top. Continued use of the website after an update constitutes acceptance. Changes to the terms of an active SOW require written agreement from both parties.
12Contact
Questions about these Terms? Want to start an engagement?