Terms of service.

LAST UPDATED · JULY 26, 2026 · DRAFT — PENDING REVIEW BY COUNSEL

IMPORTANT — PLEASE READ THESE TERMS CAREFULLY BEFORE USING STRUMODE.COM OR ENGAGING STRUMODE LLC. BY ACCESSING THE SITE OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

1. Acceptance of terms

These Terms of Service ("Terms") are a binding agreement between you (the "Client", "you") and Strumode LLC ("Strumode", "we", "us"), a Texas limited liability company. They govern your use of strumode.com (the "Site") and the systems, installations, automations, and related services we provide (collectively, the "Services"). Where a signed proposal, statement of work, or engagement letter (an "Engagement Agreement") exists between you and Strumode, that agreement controls to the extent it conflicts with these Terms.

2. Who we are — and who we are not

2.1 An operations-engineering firm

Strumode is a technology and operations-engineering firm. We design, build, install, and quietly operate private systems — intelligence that observes a firm's operation, acts within rules its owner approves, and surfaces the decisions that require a human signature.

2.2 What we are not

We are not: a law firm or provider of legal advice; a certified public accounting firm, tax preparer, or auditor; a registered investment advisor, broker-dealer, or fiduciary; an insurance producer; a bank, money transmitter, or custodian of funds. Where our systems organize legal, financial, or tax-adjacent information, the professional judgment — and the filing, opinion, or advice — remains with your licensed advisors. Our engagements are structural, not advisory.

2.3 No professional advice

Nothing produced by the Services — including outputs of intelligent systems, reports, reconciliations, drafts, or summaries — constitutes legal, tax, accounting, investment, or regulatory advice, and no output should be acted upon in those domains without review by your qualified advisors.

3. The services

3.1 The audit

A complimentary review of your operation — intake, revenue operations, books, scheduling, records — resulting in a written assessment and, where appropriate, a proposal.

3.2 The installation

A system engineered for your firm and installed into accounts you own: signal intake, correspondence handling, obligations and collections, bookkeeping structure, scheduling, records, and reporting, as specified in your Engagement Agreement.

3.3 Operation of the system

Ongoing, quiet operation of the installed system: monitoring, execution within approved rules, maintenance, and refinement. Scope, cadence, and inclusions are defined in your Engagement Agreement.

3.4 The private line

Where included, a dedicated messaging channel through which you may direct the system in plain English. Messages transmitted by SMS are subject to carrier terms, delivery limitations, and message and data rates.

4. Authority, rules, and execution

4.1 Owner-approved rules

The system acts only within rules, thresholds, and permissions approved by you in writing (the "Rules"). You may tighten, loosen, or revoke Rules at any time by written notice, and revocation takes effect as soon as reasonably practicable.

4.2 Approvals

Actions outside the Rules — and any action you designate as approval-required, such as payments above a threshold — are surfaced to you and taken only on your instruction. You are responsible for reviewing items surfaced for approval in a timely manner.

4.3 Actions reserved to you

Certain actions are always yours alone: creating accounts, accepting third-party terms, granting or transferring account ownership or permissions, moving money between institutions, and executing legal registrations or filings. We prepare; you execute.

4.4 Records of execution

The system maintains a record of material actions taken on your behalf, traceable to the Rule or instruction under which each was taken.

5. Intelligent systems

The Services incorporate artificial-intelligence systems. You acknowledge and agree that: (a) such systems are probabilistic and may produce different outputs from similar inputs; (b) they can and will make errors, and outputs may be incomplete, out of date, or incorrect; (c) they are engineered to operate within the Rules and to surface uncertain matters for human decision, but no design eliminates error entirely; (d) you retain responsibility for decisions taken on the basis of system outputs; and (e) system behavior, models, and vendors may change as the state of the art changes.

6. Your accounts and credentials

6.1 Your accounts remain yours

Installations are built inside accounts you own — your books, your mail, your payment processor, your calendar. We hold scoped access; we do not take custody or ownership. Your use of each connected service remains subject to that provider's terms.

6.2 Access and revocation

You grant Strumode the least access necessary to perform the Services and may revoke any access at any time. Revoking access that the system requires may limit or suspend affected Services, and fees for the affected period remain payable.

6.3 Credential security

Each party will handle credentials with reasonable care. We store credentials you provide in encrypted form, restrict their use to the engagement, and never disclose them except as directed by you or required by law. You are responsible for the security of your own devices and for promptly notifying us of any suspected unauthorized access.

7. Client responsibilities

You agree to: (a) provide accurate and current information about your operation; (b) use the Services only for lawful business purposes; (c) maintain the professional advisors your business requires (counsel, CPA, insurance); (d) review system outputs that you rely upon; (e) hold and maintain all licenses and registrations your business requires; and (f) designate a person with authority to approve Rules and surfaced decisions.

8. Fees and engagements

Fees, billing cadence, and payment terms are set out in your Engagement Agreement. Unless stated otherwise there: fees are payable in advance and are non-refundable once a period has begun; late amounts may bear interest at the lesser of 1.5% per month or the maximum permitted by law; you are responsible for applicable taxes other than taxes on our income; and we may suspend Services for accounts more than fifteen days past due after notice.

9. Confidentiality and discretion

Each party will protect the other's non-public information with at least the care it uses for its own, and use it only for the engagement. Discretion is the product: we do not disclose the existence of a client relationship, and we do not use client names or marks in marketing, without written consent. These obligations survive the end of the engagement.

10. Intellectual property

10.1 Ours

Strumode retains all rights in the Services — software, code, architectures, prompts, methods, documentation, and marks. You receive a limited, non-exclusive, non-transferable license to use the installed system for your internal business during the engagement. You may not reverse engineer, copy, resell, or use the Services to build a competing offering.

10.2 Yours

Your data is yours. Records, books, correspondence, files, and other content of your operation remain your property, residing in your accounts. Upon termination we assist in an orderly hand-back as described in Section 13.

10.3 Feedback

Suggestions you volunteer about the Services may be used by Strumode without restriction or obligation.

11. Third-party services

The Services interoperate with third-party platforms (for example: accounting, payments, mail, calendars, messaging, model providers). Those platforms are governed by their own terms and availability; we do not control them and are not responsible for their acts, omissions, outages, price changes, or discontinuations. Where a platform change materially affects an installation, we will propose a reasonable adaptation.

12. Disclaimers; limitation of liability

12.1 Disclaimer of warranties

EXCEPT AS EXPRESSLY STATED IN AN ENGAGEMENT AGREEMENT, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OPERATION.

12.2 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA; AND STRUMODE'S TOTAL AGGREGATE LIABILITY ARISING FROM THE SERVICES SHALL NOT EXCEED THE FEES YOU PAID TO STRUMODE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THESE ALLOCATIONS OF RISK ARE A BASIS OF THE BARGAIN.

12.3 Exceptions

Nothing in these Terms limits liability that cannot be limited under applicable law, including for fraud or willful misconduct, or either party's breach of Section 9 (Confidentiality).

13. Term, suspension, and off-boarding

Engagements run for the term stated in the Engagement Agreement. Either party may terminate for material breach uncured within fifteen days of notice. Upon termination we will conduct an orderly off-boarding: revoking our access, returning or identifying the location of your records (which remain in your accounts throughout), and providing reasonable transition assistance. Sections 5, 9, 10, 12, 14, and 15 survive termination.

14. Indemnification

You will defend and hold harmless Strumode and its members, employees, and contractors from third-party claims arising out of your business operations, your violation of law or third-party rights, or your misuse of the Services — except to the extent caused by our breach of these Terms. We will defend you against third-party claims that the Services, as provided by us, infringe intellectual-property rights.

15. Governing law and disputes

These Terms are governed by the laws of the State of Texas, without regard to conflicts principles. The parties will first attempt in good faith to resolve any dispute informally within thirty days of written notice. Failing that, disputes shall be resolved exclusively in the state or federal courts of Texas, and each party consents to their jurisdiction. Each party waives any right to participate in a class action against the other arising from the Services.

16. The website; acceptable use

You may not use the Site or Services to violate law; probe, scan, or breach security; scrape or harvest data by automated means; transmit malware; misrepresent identity; or interfere with operation of the Services. We may suspend access that threatens the security or integrity of any system.

17. General

These Terms, together with the Privacy Policy and any Engagement Agreement, are the entire agreement regarding the Services. If a provision is unenforceable, the remainder stands. A waiver must be in writing and applies once. You may not assign these Terms without our consent; we may assign to a successor of the business. Neither party is liable for delay caused by events beyond reasonable control. Notices to Strumode: info@strumode.com. Notices to you: the email associated with your engagement. You consent to receive communications electronically.

18. Contact

Questions about these Terms: info@strumode.com

BY USING THE SITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.