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Terms of Service

Last updated: February 2, 2026

These Terms of Service ("Terms") govern professional services provided by Brownstone Technology LLC ("Brownstone," "we," "us") to the client ("you," "Client").

Table of Contents

1Acceptance of Terms

By requesting, authorizing, or paying for services from Brownstone—including approving a quote, issuing a purchase order, signing a statement of work, or allowing work to begin—you agree to these Terms unless you and Brownstone expressly agree otherwise in a written agreement signed by both parties.

2Services and Scope

Brownstone provides professional AV/control programming and related engineering labor ("Services"). The scope, deliverables, schedule, and pricing will be set forth in a quote, proposal, statement of work ("SOW"), or other written communication that the parties accept.

3Estimates, Changes, and Assumptions

Any estimate is based on information available at the time and may change if requirements, site conditions, third-party dependencies, or Client inputs change. Additional work outside the agreed scope may require a change order and may be billed at the agreed rates (or our then-current rates if not specified).

4Client Responsibilities

Client will provide timely access to the information, systems, personnel, and decisions reasonably required to perform Services. Delays caused by missing or late inputs, access limitations, or third-party issues may affect timelines and may be billable.

5Fees, Invoicing, and Payment

Unless otherwise stated in writing:

  • Invoices are due Net 30 from invoice date.
  • Past-due balances may incur a reasonable late fee where permitted by law.
  • We may pause work, scheduling, or delivery if invoices are overdue.

6Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). Each party agrees to use Confidential Information only for the engagement and to protect it using reasonable care.

7Limited Project Data Use

To improve service delivery, forecasting, and labor estimation, Client grants Brownstone permission to use engagement-related information in de-identified and/or aggregated form (e.g., generalized scope descriptors, categories of equipment involved, effort levels, and outcomes), provided that Brownstone does not disclose Client-identifying project details in a manner reasonably likely to identify Client or the specific site.

This permission includes use for internal analytics and for developing, training, evaluating, and improving software and machine-learning systems used by Brownstone (which may be commercialized in the future), so long as such use does not disclose Client-identifying Confidential Information.

If Client requires different handling (e.g., exclusion from these uses), it must be agreed in writing before Services begin.

8Non-Disclosure of Pricing and Commercial Terms

Brownstone's pricing, rate information, discounts, and commercial terms are Confidential Information. Client agrees not to share them with external third parties, including other subcontractors, freelancers, or competing service providers, except to professional advisors (e.g., legal/accounting) who are bound to confidentiality, or as required by law.

9Intellectual Property

Unless otherwise agreed in a signed writing:

  • Upon full payment, Client receives a license to use deliverables created specifically for Client for their intended project purposes.
  • Brownstone retains ownership of its pre-existing know-how, templates, tools, libraries, methods, and reusable components ("Background IP"). If Background IP is included in deliverables, Client receives a limited license to use it only as needed to use the deliverables as intended.

10Publicity and Portfolio Use

Client grants Brownstone permission to use the name and logo of the end user or facility where Services are performed ("End User") for marketing and portfolio purposes, including on Brownstone's website, social media, proposals, and other promotional materials. This permission extends to general descriptions of the project scope and outcomes (e.g., "AV control system programming for [End User Name]").

Brownstone will not disclose confidential technical details, proprietary system configurations, or sensitive business information about the End User without prior written consent.

If Client or End User requires exclusion from publicity use, this must be communicated in writing before Services begin. Upon written request, Brownstone will remove End User references from future marketing materials within a reasonable timeframe.

11Third-Party Systems and Limitations

Client environments may depend on third-party hardware, firmware, vendor platforms, APIs, licenses, and network conditions. Brownstone is not responsible for failures or changes caused by third parties or by Client's environment outside Brownstone's control.

12Disclaimer of Warranties

Services and deliverables are provided on a professional services basis. Except as expressly stated in a signed writing, Brownstone disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

13Limitation of Liability

To the maximum extent permitted by law:

  • Brownstone will not be liable for indirect, incidental, special, consequential, or punitive damages (including lost profits, lost revenue, downtime, or loss of data).
  • Brownstone's total liability related to any claim will not exceed the fees paid to Brownstone for the specific Services giving rise to the claim during the 12 months prior to the event.

14Termination

Either party may terminate an engagement upon written notice. Client remains responsible for payment for Services performed and approved expenses incurred through the termination date. Brownstone may suspend Services for non-payment or material breach.

15Governing Law and Venue

These Terms are governed by the laws of the State of Illinois. Any dispute will be brought in the state or federal courts located in Cook County, Illinois.

16Updates to These Terms

Brownstone may update these Terms by posting a revised version with a new Effective Date. Engagements that begin after that Effective Date will be governed by the revised Terms unless otherwise agreed in writing.

Contact: hello@brownstone.io

Terms of Service - Brownstone Technology | Brownstone