Welcome to BUSINESS AUTOMATION, INC. These Terms of Service (“Terms,” “Agreement”) govern your access to and use of the website, products, and services provided by BUSINESS AUTOMATION, INC., a company incorporated in the State of Ohio, United States, with its principal place of business at 1100 W TOWN AND COUNTRY RD STE 1250, ORANGE, OH 92868 (“we,” “our,” “us”).
By accessing our website, engaging our services, or otherwise using any of our offerings, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind that entity to these Terms.
These Terms constitute a legally binding agreement between you (“Client,” “You,” “Your”) and BUSINESS AUTOMATION, INC. If you do not agree to all of these Terms, you must not access our website or use any of our services. We reserve the right to update or modify these Terms at any time, and such changes will be effective immediately upon posting. Your continued use of our services following any changes constitutes acceptance of the modified Terms.
For the purposes of these Terms, the following definitions apply:
“Services” means all business automation solutions, software development, IT consulting, data analytics, system integration, and any other professional services provided by BUSINESS AUTOMATION, INC. as described on our website or in any Statement of Work executed between the parties.
“Website” means the website operated by BUSINESS AUTOMATION, INC. and all associated subdomains, web pages, and digital properties.
“Client” or “You” means the individual or entity that accesses our website or engages our Services.
“Statement of Work (SOW)” means a written document executed by both parties that describes the specific scope, deliverables, timeline, fees, and other terms for a particular project or engagement.
“Confidential Information” means all non-public information disclosed by one party to the other, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and any other proprietary rights recognized by law.
BUSINESS AUTOMATION, INC. provides a comprehensive range of technology and automation solutions designed to help businesses optimize their operations, increase efficiency, and drive growth. Our Services include the following areas:
Business Process Automation: We design, develop, and implement automated workflows and systems to streamline repetitive tasks, reduce manual errors, and improve operational efficiency across various business functions including finance, human resources, supply chain, and customer service. This includes robotic process automation (RPA), workflow orchestration, and integration of disparate systems.
Custom Software Development: Our team builds tailored software applications, web platforms, mobile applications, and enterprise systems to meet the unique requirements of each client. We follow industry best practices for software development lifecycle management, including requirements gathering, architecture design, development, testing, deployment, and ongoing maintenance.
IT Consulting and Advisory: We provide strategic technology consulting services to help organizations assess their current IT infrastructure, identify opportunities for improvement, develop technology roadmaps, and implement digital transformation initiatives. Our consultants bring deep expertise in cloud computing, cybersecurity, network architecture, and enterprise technology strategy.
Data Analytics and Business Intelligence: We help clients harness the power of their data through advanced analytics, data visualization, dashboard development, predictive modeling, and business intelligence solutions. Our services include data warehouse design, ETL pipeline development, and implementation of analytics platforms.
Cloud Services and Infrastructure: We assist clients in migrating to the cloud, optimizing cloud infrastructure, and managing cloud environments across major providers such as Amazon Web Services (AWS), Microsoft Azure, and Google Cloud Platform (GCP). Services include cloud architecture design, migration planning, cost optimization, and managed cloud operations.
System Integration: We connect and integrate disparate software systems, databases, and applications to enable seamless data flow and process automation across the enterprise. This includes API development and management, middleware implementation, and legacy system modernization.
The specific scope, deliverables, timelines, and fees for any engagement will be set forth in a separate Statement of Work (SOW) executed by both parties. Each SOW, once signed, becomes part of this Agreement.
Except as expressly set forth in this Section, as between the parties, each party retains all right, title, and interest in and to its respective Intellectual Property Rights. BUSINESS AUTOMATION, INC. retains all Intellectual Property Rights in its proprietary tools, frameworks, methodologies, libraries, algorithms, and pre-existing materials (“Background IP”) used in the performance of the Services.
The name “BUSINESS AUTOMATION, INC.,” the BUSINESS AUTOMATION, INC. logo, and all related names, logos, product and service names, designs, and slogans are trademarks of BUSINESS AUTOMATION, INC. or its affiliates. You may not use such marks without the prior written permission of BUSINESS AUTOMATION, INC. All other names, logos, product and service names, designs, and slogans on our website or in our materials are the trademarks of their respective owners.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access our website and use our Services for your internal business purposes. This license does not permit you to reproduce, distribute, modify, create derivative works of, publicly display, or exploit any content from our website or Services except as expressly authorized by us in writing.
You agree not to, and not to permit any third party to: (a) decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of any software provided as part of the Services; (b) copy, modify, or create derivative works of the Services or any underlying technology; (c) remove, alter, or obscure any copyright, trademark, or other proprietary rights notices; (d) use the Services in any manner that could damage, disable, overburden, or impair our systems; (e) access or use the Services for the purpose of building a competitive product or service; or (f) transfer, sublicense, lease, or assign your rights under these Terms without our prior written consent.
Upon full payment of all fees due under the applicable SOW, we assign to the Client all Intellectual Property Rights in the specific deliverables created exclusively for the Client under that SOW (“Client Deliverables”), provided that such assignment does not include any of our Background IP. To the extent that any Background IP is incorporated into Client Deliverables, we grant the Client a perpetual, irrevocable, worldwide, royalty-free license to use such Background IP solely as incorporated into and as necessary to use the Client Deliverables.
Invoicing: Fees for Services will be set forth in each Statement of Work or as otherwise agreed in writing. We will invoice Client according to the payment schedule specified in the applicable SOW. Invoices will be sent to the email address provided by Client and will include a detailed breakdown of charges.
Payment Terms: Unless otherwise specified in an SOW, all invoices are due and payable within thirty (30) days from the date of invoice. Payments must be made in United States Dollars by wire transfer, ACH, credit card, or other method agreed to in writing. Client is responsible for providing accurate and complete billing information.
Late Payments: If any payment is not received by the due date, we reserve the right to charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by law, whichever is lower, calculated from the due date until the date of payment. In addition, we may suspend performance of Services until all overdue amounts are paid in full.
Taxes: Fees do not include any taxes, levies, duties, or similar governmental assessments. Client is responsible for paying all taxes (other than taxes based on our income) and for obtaining any required tax exemptions. If we are required to collect or pay any taxes in connection with the Services, such taxes will be invoiced to Client and Client agrees to promptly pay them.
Expenses: Client will reimburse us for all reasonable out-of-pocket expenses incurred in connection with the performance of Services, including but not limited to travel, lodging, meals, software licenses, third-party services, and materials. Such expenses will be itemized on invoices.
Obligations: Each party (“Receiving Party”) agrees to hold the other party’s Confidential Information in strict confidence and to use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement without the Disclosing Party’s prior written consent.
The Receiving Party may disclose Confidential Information only to those of its employees, contractors, and advisors who have a need to know such information for the performance of this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein. Each party remains responsible for any breach of confidentiality by its representatives.
Exclusions: Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
Survival: The confidentiality obligations set forth in this Section shall survive the termination or expiration of this Agreement for a period of three (3) years from the date of disclosure, except for trade secrets, which shall remain confidential indefinitely until they become publicly known through no fault of the Receiving Party.
Our Warranties: We warrant that: (a) the Services will be performed in a professional and workmanlike manner in accordance with industry standards; (b) the Services will conform in all material respects to the specifications set forth in the applicable SOW; (c) we have the necessary skills, experience, and resources to perform the Services; and (d) our personnel performing the Services are qualified and competent.
If the Services do not conform to the foregoing warranties, Client’s exclusive remedy and our entire liability shall be, at our option, to re-perform the Services at no additional charge or to refund the fees paid for the non-conforming Services.
Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES, WEBSITE, AND ALL CONTENT AND MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUSINESS AUTOMATION, INC. DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
We do not warrant that the Services will be uninterrupted, error-free, or completely secure, or that all defects will be corrected. Client acknowledges that the Services rely on third-party systems and infrastructure over which we have no control, and we are not responsible for any failures or delays caused by such third parties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BUSINESS AUTOMATION, INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO BUSINESS AUTOMATION, INC. DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above exclusions or limitations may not apply to you. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.
Indemnification by Client: Client agrees to defend, indemnify, and hold harmless BUSINESS AUTOMATION, INC., its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client’s use of the Services in violation of these Terms; (b) Client’s violation of any applicable law, regulation, or third-party right; (c) any content, data, or materials provided by Client to us; or (d) Client’s breach of any representation or warranty contained in these Terms.
Indemnification by Us: We agree to defend, indemnify, and hold harmless Client from and against any claim that the Services infringe any United States patent, copyright, or trademark, provided that: (i) Client promptly notifies us in writing of the claim; (ii) we have sole control over the defense and settlement of the claim; and (iii) Client provides reasonable cooperation in the defense of the claim. If such a claim is made or appears likely, we may, at our sole option and expense, procure the right for Client to continue using the Services, modify the Services to make them non-infringing, or terminate the applicable SOW and refund any prepaid fees for the infringing portion.
Term: This Agreement commences on the date you first access our website or engage our Services and continues until terminated as provided herein. Each SOW shall have its own term as specified therein.
Termination by You: You may terminate this Agreement at any time by providing written notice to us, provided that you remain responsible for payment of all fees incurred prior to the effective date of termination and any non-cancellable commitments under any active SOW.
Termination by Us: We may terminate this Agreement or any SOW immediately upon written notice if: (a) Client fails to pay any amounts when due and such failure continues for fifteen (15) days after written notice; (b) Client breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice; (c) Client becomes insolvent, files for bankruptcy, or ceases operations; or (d) Client’s use of the Services poses a security or legal risk to us or third parties.
Effect of Termination: Upon termination of this Agreement, all rights and licenses granted to Client shall immediately cease, and Client shall: (i) cease all use of the Services; (ii) return or destroy all Confidential Information of ours in its possession; (iii) pay all outstanding fees and expenses due through the effective date of termination. Sections 4, 6, 7, 8, 9, 11, and 15 shall survive termination of this Agreement.
Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without giving effect to any conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Orange, Ohio, unless the parties mutually agree to a different location. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties. If the parties cannot agree on an arbitrator within thirty (30) days, the AAA shall appoint the arbitrator in accordance with its rules.
Class Action Waiver: All disputes shall be resolved on an individual basis, and you waive any right to participate in any class action, collective action, private attorney general action, or other representative proceeding against BUSINESS AUTOMATION, INC. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.
Exceptions: Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property rights or Confidential Information. Additionally, either party may bring individual claims in small claims court if the claims qualify and remain in such court.
When accessing our website or using our Services, you agree to comply with all applicable laws, regulations, and these Terms. You agree not to engage in any of the following prohibited activities:
We reserve the right, but have no obligation, to monitor your use of our Services and to investigate any suspected violation of these Terms. We may take any action we deem appropriate in response to violations, including suspending or terminating your access to the Services.
Our website and Services may contain links to third-party websites, services, or resources that are not owned or controlled by BUSINESS AUTOMATION, INC. We provide these links solely for your convenience and do not endorse, warrant, or assume any responsibility for the content, products, services, privacy practices, or security of any third-party website.
Your interactions with any third-party websites are solely between you and the third party. We encourage you to review the terms of service and privacy policies of any third-party websites you visit. BUSINESS AUTOMATION, INC. shall not be liable for any damages or losses arising from your use of or reliance on any third-party content, products, or services.
Neither party shall be liable for any failure or delay in performing its obligations under these Terms (except for payment obligations) if such failure or delay is caused by circumstances beyond the party’s reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes or labor disputes, government actions or regulations, pandemics or epidemics, power outages, telecommunications failures, internet service disruptions, and failures of third-party infrastructure or systems.
The affected party shall notify the other party promptly upon becoming aware of the force majeure event and shall use commercially reasonable efforts to mitigate the impact of the event and resume performance as soon as reasonably possible. If the force majeure event continues for a period of sixty (60) days or more, either party may terminate the affected SOW without liability, and any prepaid fees for Services not yet rendered shall be refunded to Client.
These Terms, together with any executed Statements of Work and any other documents expressly incorporated by reference, constitute the entire and exclusive agreement between you and BUSINESS AUTOMATION, INC. with respect to the subject matter hereof, and supersede all prior or contemporaneous communications, representations, agreements, or understandings, whether oral or written.
No modification, amendment, or waiver of these Terms shall be effective unless in writing and signed by both parties. Our failure to enforce any provision of these Terms shall not be construed as a waiver of such provision or any other provision. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
These Terms do not create any agency, partnership, joint venture, or employment relationship between the parties. Neither party may assign or transfer these Terms, in whole or in part, without the other party’s prior written consent, except that we may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
If you have any questions, concerns, or requests regarding these Terms of Service, please contact us:
Email: support@businessau.shop
Phone: +1 (253) 461-5703
Address: 1100 W TOWN AND COUNTRY RD STE 1250, ORANGE, OH 92868, United States
For legal notices, please send correspondence to the address above, marked “Attention: Legal Department.” We will endeavor to respond to all inquiries within a reasonable timeframe.