Services Agreement
Effective Date: 2026-04-20
1. What This Document Is
This Services Agreement ("Agreement") describes the standard terms that apply when a client ("Client") engages Blinkz LLC ("Blinkz," "we," "us") for paid project work — custom software development, AI systems, workflow automation, voice AI, advisory, or related services (the "Services").
The specific scope, deliverables, timeline, fees, and payment schedule for an engagement are documented in a Statement of Work ("SOW") signed by both parties. When a SOW is silent on a topic covered here, this Agreement fills the gap. When a SOW conflicts with this Agreement for the subject matter it covers, the SOW controls.
This Agreement is published publicly for transparency. It is not a substitute for a signed SOW, and a visitor who reads this page has not thereby entered into an engagement with Blinkz.
This Agreement does not cover the Builder Residency educational program or general use of the Blinkz website — those are governed by the Terms of Service at /legal/terms.
2. Binding Acceptance
Client is bound by this Agreement, together with the applicable SOW, when either of the following occurs:
(a) Client signs a SOW that references or incorporates this Agreement; or
(b) Client pays the first invoice issued by Blinkz for the engagement (acceptance by conduct).
Where both occur, both are evidence of binding acceptance.
The individual signing or authorizing payment on behalf of a business represents that they have authority to bind that business to this Agreement.
3. Relationship With Client's Own Contracts
If Client has its own master services agreement, standard terms, or vendor contract that it asks Blinkz to sign, the parties will negotiate in good faith per engagement to reconcile the two documents. Until such reconciliation is signed, this Agreement and the SOW control the Services.
Blinkz is not bound by unilateral "click-wrap" terms, purchase-order terms, or vendor portals that Client invokes after engagement, unless Blinkz has signed or otherwise expressly accepted them in writing.
4. Services
Blinkz will perform the Services described in each SOW with reasonable skill and care. Services may include product scoping, architecture and design, software development, AI integration, data pipelines, automation, deployment, training, and post-launch support.
Blinkz is an independent contractor. Nothing in this Agreement creates a partnership, employment, agency, or joint-venture relationship between Client and Blinkz. Blinkz may use subcontractors, and remains responsible for their compliance with this Agreement.
5. Payment
Structure. Fees and the payment schedule are defined in the SOW. Where the SOW is silent, the default is 50% on engagement start and 50% on delivery of the final deliverable.
Invoicing. Blinkz issues invoices via its chosen payment platform. Default accepted methods are Stripe (ACH and card), direct bank transfer, and wire. Other methods may be agreed in the SOW.
Currency. Default currency is U.S. Dollars (USD). Other currencies (EUR, GBP) are available on request; Client bears any foreign-exchange or wire fees.
Due Date. Invoices are due within fourteen (14) days of the invoice date unless the SOW says otherwise.
Late Payment. If an invoice is more than fourteen (14) days overdue, Blinkz may pause work on the engagement until payment is received, and interest of 1.5% per month (or the maximum permitted by law, if lower) will accrue on the unpaid balance from the due date.
Pass-Through Expenses. Third-party costs incurred on Client's behalf — cloud hosting, API credits, paid plugins, domain registration, stock assets, and similar — are passed through to Client at cost. Any single expense exceeding USD $250 requires Client's prior written approval (email acceptable). Blinkz is not responsible for vendor rate changes or vendor-service interruptions.
Taxes. Fees are exclusive of taxes. Client is responsible for any sales, use, VAT, GST, or similar taxes arising from the Services, other than taxes on Blinkz's net income.
6. Intellectual Property
Pre-Existing Blinkz Materials. Blinkz owns and will continue to own all pre-existing tools, frameworks, libraries, templates, internal code, methodologies, and other materials that Blinkz brings into the engagement ("Blinkz Materials"). On full cash payment for the engagement, Client receives a perpetual, worldwide, royalty-free, non-exclusive license to use any Blinkz Materials embedded in or necessary to use the Custom Deliverables (defined below), solely as part of those deliverables.
Custom Deliverables — Title Until Full Payment. The custom code, designs, documents, configurations, and other work product Blinkz creates specifically for Client under the SOW ("Custom Deliverables") remain the property of Blinkz until Client pays all cash consideration owed for the engagement in full. Until such payment, Client holds only a non-transferable, limited license to review and test the Custom Deliverables; Client may not deploy them commercially, sublicense them, or use them for production before payment is complete.
Transfer on Full Cash Payment. Upon receipt of full cash payment for the engagement, Blinkz assigns to Client all right, title, and interest in the Custom Deliverables, subject to (a) Blinkz's continuing ownership of Blinkz Materials, and (b) Blinkz's retained license described below.
Equity or Deferred-Cash Engagements. If the engagement includes equity, revenue share, token grants, profit participation, or other deferred-cash consideration in addition to or in place of a standard cash fee, Blinkz retains title and majority decision-making authority over the Custom Deliverables' IP until all cash components are paid in full. Any equity or profit-sharing component is governed by a separate written Equity & Profit Participation Agreement referenced in the SOW. Absent such a separate signed document, equity-based consideration does not transfer IP title to Client.
Retained License for Reuse. After transfer, Blinkz retains a perpetual, worldwide, royalty-free, non-exclusive license to use, modify, and sublicense general knowledge, patterns, techniques, non-client-specific code fragments, and residual know-how acquired during the engagement, for any purpose, including other client work. This retained license does not cover Client's confidential information, Client's branding, or deliverables specifically identifying Client.
AI-Generated Content. The Services may include content produced with the assistance of artificial-intelligence tools, including large language models. Client acknowledges that (i) AI outputs may not be fully copyrightable in all jurisdictions, (ii) training-data provenance for AI outputs cannot always be traced, and (iii) AI outputs may contain errors or generate content that inadvertently resembles third-party work. Blinkz will use reasonable care and, where appropriate, add human review before delivery, but Blinkz does not warrant title to purely AI-generated elements beyond what the tool vendors' terms provide. Where IP certainty is required, the parties will agree in the SOW on review procedures.
Client Data and Derived Models. Personal data, business records, proprietary content, and similar information supplied by Client ("Client Data") remain Client's property. If Blinkz builds embeddings, fine-tuned models, vector indices, or prompt libraries from Client Data as part of the deliverables, those artifacts are owned by Client upon full payment. Blinkz may retain anonymized, aggregated learnings (no Client Data, no identifying information) for use in future work.
Third-Party Components. Some deliverables include third-party open-source or licensed components. Such components remain subject to their own licenses, which will be identified in the project documentation.
7. Scope, Revisions, and Acceptance
Scope. The SOW defines the scope of the engagement. Work outside that scope is handled through a change order (Section 8).
Revisions. Each fixed-price deliverable under a SOW includes up to two (2) rounds of revisions within the defined scope, unless the SOW says otherwise. Revisions beyond that require a change order.
Acceptance. When Blinkz notifies Client that a deliverable is complete, Client has fourteen (14) days to (a) accept the deliverable in writing (email acceptable), (b) request in-scope revisions, or (c) reject the deliverable with a written, specific description of the defects. If Client does none of these within the fourteen-day window, the deliverable is deemed accepted.
Defects. If Client properly rejects a deliverable, Blinkz will use commercially reasonable efforts to correct the identified defects and redeliver within a reasonable timeframe. If the deliverable is materially conforming to the SOW, Client must accept it; Client may not reject a deliverable for cosmetic or out-of-scope reasons.
8. Change Orders
Any material change to scope, timeline, price, or deliverables must be documented in a written change order (email confirmation acceptable) signed or approved by both parties before Blinkz begins the changed work. Blinkz has no obligation to perform out-of-scope work without an approved change order.
9. Client Responsibilities
To keep the engagement on schedule, Client will:
• Supply complete, accurate, and timely information, content, credentials, and access needed to perform the Services.
• Designate a single point of contact authorized to make decisions and provide approvals.
• Review deliverables and provide feedback within the timelines defined in the SOW.
• Obtain any licenses, consents, or permissions required for content Client provides or asks Blinkz to use.
Delays caused by Client that extend the project timeline by more than thirty (30) days may result in a reasonable rescheduling fee at Blinkz's option.
10. Warranty and Support
Warranty Period. After acceptance of a deliverable, Blinkz will correct any reproducible defect (bug) in the delivered code, at no additional cost, during the warranty period defined in the SOW. Default warranty periods are: Launchpad — 30 days; Growth — 60 days; Enterprise — as specified in the SOW.
Out of Warranty. After the warranty period ends, Blinkz offers continued support under a separate retainer or on a time-and-materials basis.
Warranty Exclusions. The warranty does not cover: (a) defects caused by changes to the delivered code made by Client or a third party; (b) changes or failures in third-party services or APIs; (c) infrastructure issues on systems Client self-hosts; (d) requests for new features; or (e) use of the deliverable inconsistent with the SOW or the documentation Blinkz provides.
11. Confidentiality
During an active engagement, each party will protect the other's Confidential Information using at least the same care it uses for its own confidential materials of similar sensitivity, and will use such information only to perform or receive the Services. "Confidential Information" means non-public information disclosed during the engagement that is marked or reasonably understood to be confidential.
Pre-Engagement Discussions. Pre-engagement scoping conversations are not confidential by default. Client may request a mutual non-disclosure agreement (NDA) before sharing sensitive information in a scoping call; Blinkz will provide a standard short-form NDA on request.
Exceptions. Confidentiality does not apply to information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law (with prompt notice to the other party where lawful).
Case Study Rights. As described in Section 17, Blinkz may showcase the existence and general nature of the engagement publicly even during confidentiality, subject to Client's opt-out.
12. AI Tools and Data Use
Blinkz uses modern AI-assisted development tools in its workflow, including code-generation assistants and LLM-based agents, to accelerate delivery and improve quality. Client acknowledges and consents to this practice.
Client-Confidential Data and External LLMs. Where an engagement involves Client Data being sent to third-party AI providers (for example, as input to an LLM to generate outputs, train a model, or power a RAG system in the delivered product), the specific providers and data flows will be documented in the SOW or in a separate Data Processing Addendum. Blinkz will use providers with reasonable data-handling practices (such as zero-retention API endpoints, enterprise tiers, or self-hosted models) where the engagement requires.
13. European Data and DPA
If Client is located in, or processes personal data of individuals in, the European Economic Area, the United Kingdom, or Switzerland, Blinkz may act as a Data Processor under Article 28 of the GDPR. In that case, Blinkz will enter into a Data Processing Addendum (DPA) with Client that includes Standard Contractual Clauses for international transfers where required. Blinkz provides a standard DPA on request; Client's DPA may also be used if the parties agree.
14. Termination
By Client. Client may terminate an engagement at any time by written notice. On termination, Client will pay (a) fees for Services performed through the termination date, and (b) a kill fee equal to twenty-five percent (25%) of the unpaid remaining fees under the SOW. No IP ownership transfers to Client for Custom Deliverables that have not been fully paid for.
By Blinkz for Cause. Blinkz may terminate for cause — including Client's non-payment, material breach, scope abuse, unsafe or unlawful instructions, or conduct that puts Blinkz or its team at risk — by written notice specifying the cause. Client has fifteen (15) days after the notice to cure a curable breach. If not cured, Blinkz may terminate immediately. Amounts earned through the termination date remain payable.
By Blinkz for Convenience. Blinkz may terminate an engagement for convenience with thirty (30) days' written notice and a pro rata refund of fees paid for work not yet performed.
Effect of Termination. Sections that by their nature should survive — IP, Payment for performed work, Confidentiality, Warranty (for delivered-and-paid items), Limitation of Liability, Indemnification, Non-Solicitation, and Dispute Resolution — survive.
15. Non-Solicitation
During the engagement and for twelve (12) months after it ends, Client will not directly or indirectly solicit or hire any Blinkz employee, contractor, or subcontractor who performed Services for Client. If Client breaches this Section and hires such a person, Client will pay Blinkz a placement fee equal to thirty percent (30%) of the hired person's first-year total compensation as liquidated damages, which the parties agree is a reasonable estimate of Blinkz's harm and is not a penalty.
16. Publicity and Case Studies
Unless Client opts out in writing before the engagement begins or upon delivery, Blinkz may publicly reference the engagement — including Client's name, logo, a general description of the work, and anonymized screenshots — in case studies, portfolios, marketing materials, and conference presentations. Client may revoke this consent for future publications by emailing [email protected]; already-published materials may remain.
Blinkz will not publish Client's Confidential Information (Section 11) in any showcase.
17. Disclaimers
Except for the express warranty in Section 10, the Services and deliverables are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of AI-generated content, to the maximum extent permitted by law.
Blinkz does not warrant or guarantee any specific business, revenue, traffic, ranking, conversion, or user-adoption outcome from the deliverables. Results depend on factors outside Blinkz's control, including Client's execution, market conditions, and third-party services.
18. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, goodwill, or business opportunities, arising out of or relating to this Agreement or the Services, even if advised of the possibility of such damages.
Each party's total aggregate liability arising out of or relating to this Agreement and any SOW will not exceed the total fees paid by Client to Blinkz LLC under the SOW giving rise to the claim in the twelve (12) months preceding the event.
These limits do not apply to (a) Client's payment obligations, (b) either party's breach of Confidentiality, (c) either party's indemnification obligations, or (d) liabilities that cannot be limited by law.
19. Indemnification
By Blinkz. Blinkz will defend and indemnify Client against third-party claims that the Custom Deliverables, as delivered by Blinkz and used as intended, infringe a U.S. copyright, trademark, or issued patent, subject to the liability cap in Section 18 and the AI-output caveats in Section 6. If infringement is alleged, Blinkz may at its option modify the deliverables, procure a license, or refund fees paid for the infringing deliverable.
By Client. Client will defend and indemnify Blinkz against third-party claims arising out of (a) content, data, or instructions Client provides to Blinkz, (b) Client's use of the deliverables in breach of this Agreement or the SOW, or (c) Client's violation of any law.
Procedure. The indemnified party will give the indemnifying party prompt written notice, sole control of the defense and settlement (no settlement admitting fault or imposing obligation without the indemnified party's consent), and reasonable cooperation.
20. Dispute Resolution
Any dispute arising out of or relating to this Agreement will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, consistent with Section 13 of the Terms of Service at /legal/terms, with the small-claims and injunctive-relief carve-outs described there. The class-action waiver in the Terms of Service applies to this Agreement.
Before initiating arbitration, the parties will attempt in good faith to resolve the dispute informally for at least thirty (30) days after written notice of the dispute.
21. Governing Law
This Agreement is governed by the laws of the State of North Carolina, United States, without regard to conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
22. General
Entire Agreement. This Agreement, together with the applicable SOW, any change orders, and any DPA, constitutes the entire agreement between the parties for the subject matter and supersedes any prior understandings.
Amendment. Amendments must be in writing and signed or expressly accepted by both parties.
Assignment. Neither party may assign this Agreement without the other's written consent, except that either party may assign to an affiliate or to a successor in a merger, acquisition, or sale of substantially all assets, with notice.
Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
Notices. Notices must be sent in writing to the email addresses identified in the SOW, or for Blinkz to [email protected].
No Waiver. A party's failure to enforce a provision is not a waiver of its right to enforce the same or any other provision later.
Force Majeure. Neither party is liable for delays or failures caused by events beyond reasonable control, including acts of God, war, terrorism, pandemic, labor disputes, internet or cloud-provider outages, and government action, provided the affected party uses reasonable efforts to mitigate.
23. Contact
Questions about this Agreement: email [email protected].