Terms of Service – Altvina LLC

1. Introduction

These Terms of Service (“Terms”) govern your access to and use of the websites, platforms, services, and expert engagements provided by Altvina LLC (“Altvina,” “we,” “us,” or “our”). By accessing or using our services, you (“Client,” “User,” “you,” or “your”) agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other organization, you represent that you have the authority to bind that entity. These Terms apply to all users, including businesses, organizations, and individuals who access our services.

2. About Altvina

Altvina LLC is a Washington State limited liability company registered in Spokane County (UBI Number: 605 890 892). Altvina operates as a coordination and facilitation platform that connects businesses and individuals with independent fractional experts, consultants, and professionals (“Experts”). Our services are offered to users located in the United States and Canada.

Altvina is not a staffing agency, employer of record, or joint employer of the Experts on our network. Experts are independent contractors who maintain their own business operations, professional certifications, and insurance.

3. Services Overview

• Altvina provides expert matching, fractional staffing coordination, strategic consulting, career development support, and related professional services to businesses, organizations, and individuals.
• All services are subject to availability. Altvina reserves the right to modify, suspend, or discontinue offerings at any time with reasonable notice.
• Altvina serves as a coordinator connecting Clients with independent Experts. While we vet and curate our network, Altvina is not directly responsible for the work product or deliverables produced by individual Experts. Specific service-level commitments, deliverables, and warranties will be set forth in separate engagement agreements or statements of work (“SOWs”) between the parties.

4. User and Client Responsibilities

• Users must provide accurate and complete information when creating accounts, submitting requests, or engaging with Altvina services.
• Users agree not to misuse the site, interfere with operations, or violate any applicable laws.
• Clients are responsible for ensuring that any data, materials, or access they provide to Altvina or assigned Experts is lawfully shared and does not infringe third-party rights.
• Clients agree not to solicit, hire, or engage any Altvina Expert for work outside of Altvina without prior written consent from Altvina during the term of an engagement and for twelve (12) months thereafter.

5. Confidentiality

Each party agrees to maintain the confidentiality of any non-public information received from the other party in connection with services provided under these Terms (“Confidential Information”). Confidential Information includes, but is not limited to, business plans, client lists, proprietary data, financial information, and trade secrets.

• Neither party will disclose the other’s Confidential Information to any third party except as necessary to perform its obligations hereunder, and then only to persons bound by confidentiality obligations at least as protective as those contained herein.
• These obligations do not apply to information that is publicly available, independently developed, or rightfully received from a third party without confidentiality restrictions.
• Confidentiality obligations survive the termination of these Terms for a period of two (2) years.

6. Intellectual Property

• Altvina’s intellectual property: All Altvina website content, branding, logos, proprietary methodologies, processes, frameworks, and materials are owned by Altvina LLC or its licensors. “Altvina,” “Altvina Invalis,” and related logos are trademarks of Altvina LLC (registration pending). Use of these marks without written permission is prohibited.
• Users may not reproduce, distribute, modify, or create derivative works from Altvina’s proprietary materials without prior written consent.
• Client intellectual property: Altvina does not acquire any ownership rights in Client data, materials, trade secrets, or intellectual property provided to Altvina during an engagement. All Client intellectual property remains the sole property of the Client.
• Engagement work product: Unless otherwise specified in a separate SOW or engagement agreement, work product created by Experts during a Client engagement belongs to the Client upon full payment for the applicable services.
• Altvina retained rights: Altvina retains ownership of its pre-existing intellectual property, internal tools, processes, and methodologies. Altvina also retains the right to use general knowledge, skills, experience, and non-confidential techniques and ideas developed or refined during engagements, provided such use does not disclose or incorporate any Client Confidential Information.

7. Use of Third-Party Tools and Artificial Intelligence

Altvina may use third-party software, platforms, and artificial intelligence (“AI”) tools in the delivery of its services, including but not limited to project management, communication, analytics, content generation, and operational support.

• Where Altvina uses third-party tools, those tools are governed by their respective providers’ terms of service and privacy policies. Altvina is not responsible for the acts, omissions, or policies of third-party providers.
• Altvina selects third-party tools in good faith and takes reasonable steps to ensure they meet appropriate standards for security and reliability, but does not warrant or guarantee the performance, accuracy, or availability of any third-party tool.
• Where AI tools are used in connection with Client work, Altvina will exercise reasonable professional judgment in reviewing and validating AI-generated outputs. AI-generated content or analysis is used as a supplement to, not a replacement for, human expertise and oversight.
• Altvina will not input Client Confidential Information into publicly accessible AI tools without prior Client consent. Where AI tools are used in the processing of Client data, Altvina will use commercially reasonable efforts to select tools with appropriate data-handling practices.
• Clients who have specific restrictions on the use of AI or particular third-party tools in connection with their engagements should communicate those restrictions in writing, and Altvina will make commercially reasonable efforts to accommodate them.

8. Payment and Billing

• Fees for Altvina services will be set forth in applicable SOWs, proposals, or invoices. All fees are due in accordance with the payment terms specified therein.
• Unless otherwise agreed in writing, invoices are due net thirty (30) days from the date of invoice.
• Late payments may be subject to a late fee of 1.5% per month (or the maximum amount permitted by law, whichever is less) on the outstanding balance.
• Users are responsible for reviewing and approving all fees and terms prior to engaging paid services.

9. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• A breach of these Terms by the indemnifying party;
• The indemnifying party’s negligence or willful misconduct; or
• Any violation of applicable law by the indemnifying party.

10. Limitation of Liability

• Altvina provides its services “as is” and “as available” without warranties of any kind, express or implied, except as explicitly set forth in a signed engagement agreement or SOW.
• No guarantees are made regarding specific business outcomes, career results, performance improvements, revenue impact, or similar results.
• To the maximum extent permitted by law, Altvina’s total aggregate liability under these Terms shall not exceed the amounts paid by the Client or User to Altvina in the twelve (12) months preceding the event giving rise to the claim.
• In no event shall either party be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunity, even if advised of the possibility of such damages.
• Altvina shall not be liable for any errors, inaccuracies, or limitations in outputs generated by third-party tools or AI systems used in connection with its services, except to the extent caused by Altvina’s failure to exercise reasonable professional oversight.

11. Dispute Resolution

The parties agree to resolve disputes arising under these Terms as follows:

• Informal resolution: The parties will first attempt to resolve any dispute in good faith through direct negotiation for a period of at least thirty (30) days.
• Mediation: If informal resolution fails, the parties agree to submit the dispute to non-binding mediation in Spokane, Washington before initiating any legal proceedings.
• Litigation: If mediation does not resolve the dispute, either party may pursue legal remedies in the state or federal courts located in Spokane County, Washington.

12. Term and Termination

• These Terms are effective as of the date you first access or use our services and remain in effect until terminated.
• Either party may terminate an active engagement with thirty (30) days’ written notice, unless a different notice period is specified in the applicable SOW.
• Altvina may suspend or terminate access to its services immediately if a User breaches these Terms or engages in conduct that could harm Altvina, its Experts, or other clients.
• Sections 5 (Confidentiality), 6 (Intellectual Property), 9 (Indemnification), 10 (Limitation of Liability), and 13 (Governing Law) survive termination.

13. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-law principles. Altvina LLC is registered in Spokane County, Washington. Any legal action arising under these Terms shall be brought exclusively in the state or federal courts located in Spokane County, Washington, and each party consents to the personal jurisdiction of such courts.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay results from circumstances beyond the party’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, labor disputes, utility or internet failures, cyberattacks, or disruptions to third-party services on which Altvina relies. The affected party will provide prompt notice and use commercially reasonable efforts to resume performance.

15. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

16. Entire Agreement

These Terms, together with our Privacy Policy and any applicable SOWs or engagement agreements, constitute the entire agreement between you and Altvina with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, relating to such subject matter. In the event of a conflict between these Terms and a signed SOW, the SOW shall control with respect to the services covered by that SOW.

17. Changes to Terms

Altvina may update these Terms from time to time. When we do, we will post the updated version on this page and revise the effective date. For material changes, we will provide reasonable advance notice to active Clients. Continued use of our services after the effective date of updated Terms constitutes acceptance.

18. Contact Information

• General Inquiries: hello@altvina.com
• Legal Correspondence: hello@altvina.com
• Mailing Address: 522 W Riverside Ave #7230, Spokane, WA 99201