RightSEM, LLC Terms and Conditions of Service

Effective Date: 1/1/2025

These Terms and Conditions ("Agreement") apply to all services provided by RightSEM, LLC ("RightSEM," "we," or "us") to any individual or business ("Client" or "you"). By engaging with our services, you agree to be bound by these terms.

1. Scope of Services

RightSEM provides professional services including, but not limited to:

  • Website operations and maintenance
  • Digital marketing (SEO, SEM, SMM, PPC, and analytics)
  • Cloud and Microsoft 365 consulting
  • Technical strategy and architecture guidance
  • Vendor evaluation and IT project oversight
  • Fractional CTO services for SMBs and healthcare organizations

Service specifics will be detailed in a mutually agreed Statement of Work (SOW), proposal, or written agreement.

2. Engagement Terms

These Terms govern all agreements unless otherwise modified in writing and signed by both parties. RightSEM reserves the right to update these Terms from time to time. Any updates will be posted to our website and considered effective upon posting.

3. Client Responsibilities

Clients agree to:

  • Provide access to personnel, systems, and documentation as needed
  • Respond in a timely manner to questions, approvals, or action items
  • Ensure all provided information is accurate and complete
  • Implement recommendations or changes as appropriate

Fractional CTO clients additionally agree to:

  • Grant appropriate access to technical environments and third-party vendors
  • Collaborate on planning and strategic decision-making
  • Understand that successful implementation may depend on client-side execution and third-party performance4.

4. Intellectual Property

All work products specifically created for and paid in full by the Client will be the property of the Client.

RightSEM retains rights to all pre-existing tools, templates, know-how, and materials used during service delivery. Any shared confidential or proprietary information remains the property of the respective party.

5. Subcontracting

RightSEM may use qualified subcontractors or third-party specialists to deliver services. We remain responsible for the quality and delivery of all subcontracted work.

6. Confidentiality and Data Security

Both parties agree to maintain the confidentiality of any proprietary, technical, or sensitive information disclosed during the engagement.

If applicable, services will be subject to a separate Non-Disclosure Agreement (NDA) and/or Business Associate Agreement (BAA). These documents are incorporated into this Agreement by reference.

RightSEM uses reasonable administrative, technical, and physical safeguards to protect client data. Clients are encouraged to review our Privacy Policy for full details.

7. Use of Third-Party Tools

We may recommend or use third-party services and platforms to support the delivery of your services. While we conduct due diligence on all partners, RightSEM is not liable for the performance or availability of these third-party services.

Clients are responsible for reviewing and accepting any terms or privacy policies related to third-party platforms.

8. Payment Terms

Fees are outlined in the applicable proposal or SOW. Invoices are due upon receipt. Clients are granted a 30-day grace period for payment. If payment is not received within 30 days, a 6.5% late fee will be automatically applied.

RightSEM reserves the right to pause services until outstanding balances are paid.

9. Term and Termination

This Agreement is effective from the date of acceptance and continues until either party provides written notice of termination. A minimum of 30 days’ notice is required.

Upon termination, Client agrees to pay for all services rendered up to the termination date.

10. Limitation of Liability

To the maximum extent permitted by law, RightSEM shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, data, business opportunities, or goodwill, arising out of or in connection with the services provided.

RightSEM’s total cumulative liability for any and all claims, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees actually paid by the Client to RightSEM under this Agreement in the three (3) months preceding the event giving rise to the claim.

Nothing in this section shall limit or exclude liability for gross negligence, willful misconduct, or any liability that cannot be limited under applicable law.

11. Governing Law

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict of law principles.

12. External Policies

This Agreement incorporates the following by reference:

In the event of a conflict between this Agreement and any external policy, this Agreement shall take precedence.