These Terms of Service (the "Terms") govern your access to and use of rdbinder.com (the "Site") and the binder documentation services offered through the Site (the "Services"). The Site and Services are operated by Aliso LLC, a California limited liability company located in Orange County, California, doing business as "R&D Binder" ("R&D Binder," "we," "us," or "our"). By accessing the Site, submitting an intake form, paying an invoice, or otherwise using the Services, you agree to these Terms. If you do not agree, do not use the Site or Services.
You are entering into these Terms on behalf of yourself and, if you are submitting an intake on behalf of an entity, on behalf of that entity. You represent that you have the authority to bind the entity to these Terms.
1. Acceptance of Terms; Eligibility
You may use the Services only if you can form a binding contract with R&D Binder under California law and only in compliance with these Terms and all applicable local, state, federal, and international laws, rules, and regulations. The Services are intended for businesses and business representatives; the Site and Services are not directed to children under 18.
We may modify these Terms from time to time. Material changes will be posted on the Site with an updated "Last updated" date. Your continued use of the Services after a material change constitutes acceptance of the modified Terms.
Definitions. In these Terms, "Business Day" means Monday through Friday, excluding U.S. federal holidays and California state holidays observed in Orange County, California. Other defined terms are introduced in quotation marks at first use and retain their defined meaning thereafter.
2. About R&D Binder
R&D Binder is the trade name of Aliso LLC, a California limited liability company, with a principal place of business in Orange County, California. R&D Binder provides fixed-price IRC Section 41 R&D tax credit documentation services for U.S.-based SaaS companies. Engagements produce a per-business-component four-part-test analysis binder, a Qualified Research Expense (QRE) workpaper, and a Form 6765 Section G mapping - delivered as documentation artifacts for use by the customer's CPA-of-record in preparing and filing IRS Form 6765.
3. Services Description
R&D Binder offers three tiers of one-time, fixed-price documentation engagements covering one tax year of customer R&D activity:
- Indie: single-product documentation binder for SaaS companies with up to 5 engineering Full-Time Equivalents (FTE), historically associated with companies claiming credits up to roughly $50,000.
- SaaS Standard: documentation binder for SaaS companies with 6 to 25 engineering FTE, multi-product business-component clustering, historically associated with companies claiming credits up to roughly $250,000.
- Scale: documentation binder for SaaS companies with 26 to 60 engineering FTE, cross-organization clustering plus contractor allocation, audit-defense-ready evidence appendices, historically associated with companies claiming credits up to roughly $750,000.
Deliverables for each tier are listed on the Site at /pricing and incorporated into these Terms by reference. Each engagement is asynchronous; no sales calls, kickoff calls, or recurring meetings are included unless separately agreed in writing. R&D Binder does not prepare or sign Internal Revenue Service (IRS) Form 6765; the customer's CPA-of-record carries IRS-side preparer responsibility (Treasury Circular 230 §10.7).
R&D Binder may, in its sole discretion, modify the Services, add or remove tiers, or change tier scopes. Material scope changes affecting an engagement already invoiced will be communicated by email; you will have the option to accept the change, request a refund of any unused fees, or proceed under the original scope as commercially reasonable.
4. Intake, Scope, Fees, and Payment
4.1 Intake
Following payment confirmation, R&D Binder will send you a secure, customer-specific intake link by email. By submitting the intake form, you confirm the accuracy of the information provided, including your authority to authorize analysis of the repositories, payroll records, and other Customer Content listed.
4.2 Engagement contract and scope
The engagement contract is formed by (a) your tier selection on the Site's order form at the time of payment, (b) the intake information you submit under Section 4.1, and (c) these Terms. The tier you select defines the published scope, deliverables, and turnaround for the engagement as listed at /pricing on the date of payment; the intake defines the entity, tax year, repositories, and payroll data scope. R&D Binder will acknowledge receipt of your intake by email and confirm the operative scope. If R&D Binder identifies a material discrepancy between your intake and the tier scope (for example, an engineering FTE count that materially exceeds the tier's stated range), R&D Binder will contact you before proceeding to discuss tier adjustment or, at your election, cancellation under Section 4.5. R&D Binder may pause the engagement, suspend automated processing, and decline to deliver until the discrepancy is resolved.
4.3 Fees
Tier fees are listed on the Site, are quoted in U.S. dollars, are exclusive of any applicable taxes, and are payable in full upon receipt of the invoice. Tier fees as of the Effective Date are: Indie $2,995, SaaS Standard $4,995, Scale $9,495. We reserve the right to change tier prices at any time; published prices apply to engagements scoped after the price change takes effect.
4.4 Payment terms
Invoices are issued through a third-party payment processor (Stripe, Inc.). Payment is due upon receipt unless otherwise agreed in writing. We do not store payment card data; payment data is handled by Stripe under Stripe's terms and privacy policy. R&D Binder is not responsible for the acts, omissions, fees, or service interruptions of Stripe or any other third-party payment processor. Your relationship with Stripe is governed by Stripe's own terms of service and privacy policy.
Chargebacks and payment disputes. If you initiate a chargeback or payment dispute after the work-commencement point under Section 4.5, R&D Binder may, at its discretion, suspend or terminate the engagement, suspend the deliverable license granted under Section 8.3, and pursue collection of any unpaid amounts (including any chargeback fees, payment-processor fees, and reasonable costs of collection). Initiating a chargeback does not automatically entitle you to continued use of any deliverables previously provided; R&D Binder reserves the right to require return or destruction of deliverables upon suspension or termination of the license under Section 8.3. This Section is in addition to, and not in lieu of, any other remedies available to R&D Binder under these Terms or applicable law.
4.5 Refunds and work-commencement trigger
Pre-commencement cancellation. Prior to the work-commencement point defined below, you may cancel the engagement and receive a full refund (less any payment-processor fees that R&D Binder is unable to recover) by emailing hello@rdbinder.com with the subject "Cancel engagement". Cancellation must be received before the work-commencement point.
Documentation work is deemed commenced upon the earlier of (a) the first automated ingestion and analysis of Customer Content submitted through the intake form (including commit-history ingestion, payroll parsing, or the first four-part-test scoring run), or (b) twenty-four (24) hours after Stripe confirms payment, whichever comes first. The fee is non-refundable after the work-commencement point, except as required by applicable law or by the partial-refund clause below. If we are unable to complete the binder due to circumstances within R&D Binder's reasonable control (for example, a sustained pipeline outage that prevents delivery within thirty (30) days of payment), we will, at your election, either (i) issue a partial refund reflecting the portion of the engagement not yet completed at the time of cancellation, as determined by R&D Binder acting reasonably and in good faith, or (ii) deliver the binder when reasonably possible.
4.6 Turnaround
Published turnaround windows (Indie: 5 Business Days; SaaS Standard: 10 Business Days; Scale: 15 Business Days, each from the date of payment) are targets, not guarantees. We will use commercially reasonable efforts to meet the published window. If we miss a published window by more than two (2) Business Days for reasons within our reasonable control, we will at our option apply a credit equal to ten percent (10%) of the engagement fee against a future engagement, or, at your election, refund a corresponding portion of the engagement fee. Credits and refunds issued under this Section 4.6 are the exclusive remedy for turnaround delays and do not stack with refunds available under Section 4.5; in no event will a single engagement give rise to remedies under both Sections combined exceeding 100% of the engagement fee.
4.7 Deliverable acceptance
Following R&D Binder's delivery of the engagement deliverables, you have seven (7) Business Days to provide written notice of any material defects in scope or execution (a "Defect Notice"). A Defect Notice must (a) be sent by email to hello@rdbinder.com with the subject "Defect notice", (b) identify the engagement, (c) describe the defect with reasonable specificity, and (d) reference the deliverable section or finding at issue. A "material defect" means a failure of a deliverable to substantially conform to the scope defined by your tier selection and intake submission under Sections 4.1 and 4.2. Disagreement with a recommendation, prioritization, or analytical judgment, or a desire for additional analysis beyond the original scope, is not, by itself, a material defect. If R&D Binder receives a timely Defect Notice, R&D Binder will use commercially reasonable efforts to cure the defect within ten (10) Business Days of receipt. If no Defect Notice is received within the seven (7) Business Day window, the deliverables are deemed accepted. After acceptance (whether by timely cure of a Defect Notice or by passage of the window), any further work, including additional analysis, additional business components, additional tax years, additional entities, additional payroll datasets, or revisions outside the original scope, constitutes a new engagement subject to a separately scoped fee.
5. Customer Responsibilities and Customer Content
5.1 Authority and accuracy
You represent and warrant that you have the right and authority to (a) submit the intake, (b) authorize R&D Binder to access (read-only) the source-control repositories, payroll-register summaries, and project-narrative documents listed in the intake, and (c) provide any commit metadata, payroll data, contractor invoices, or other materials submitted to R&D Binder (collectively, "Customer Content"). You further represent that the Customer Content is accurate, lawful, and does not infringe any third-party rights.
5.2 Customer Content license
You grant R&D Binder a non-exclusive, worldwide, royalty-free license to access, use, copy, store, and process Customer Content solely for the purpose of performing the Services. This license terminates when the engagement deliverables are issued, except for retention as necessary for record-keeping, compliance, and R&D Binder's internal aggregated analytics described in Section 8.
5.3 Compliance
You are responsible for ensuring that your use of the Site and any deliverables complies with all laws and contracts that apply to you or your business, including any contractual obligations you owe to contractors, vendors, or other third parties whose work product is referenced in your engagement.
5.4 Prohibited uses
You may not use the Services to:
- Submit Customer Content, payroll data, or repository access for an entity for which you do not have authority to commission the documentation services;
- Reverse engineer, decompile, or attempt to derive the source code or methodology of the Services beyond what is plainly disclosed in deliverables;
- Resell, sublicense, or otherwise commercially exploit the Services without R&D Binder's prior written consent;
- Submit content that is unlawful, infringing, defamatory, or that contains malicious code;
- Interfere with or disrupt the Site, the Services, or R&D Binder's infrastructure;
- Use the Site or Services to impersonate any person or entity.
5.5 Regulatory compliance
You are solely responsible for ensuring that your use of the deliverables complies with all laws and regulations applicable to your business, including federal and state tax laws, securities regulations, export controls, and any industry-specific rules. R&D Binder deliverables are documentation analyses under IRC Section 41; they are not tax advice, legal advice, or regulatory compliance guidance. You are responsible for working with your CPA-of-record and legal counsel to determine how the deliverables interact with your specific tax position, jurisdiction-specific R&D credit programs, and applicable filing requirements.
5.6 Customer Content deletion rights
You may request deletion of Customer Content from R&D Binder's systems at any time by emailing hello@rdbinder.com. R&D Binder will delete the requested Customer Content within thirty (30) days of receipt, except for materials R&D Binder is required or permitted to retain for legal, tax, audit, accounting, or dispute-resolution purposes (typically up to seven (7) years for financial records). The Privacy Policy at /privacy describes specific retention periods by data category. Deletion of Customer Content does not retroactively un-deliver any binder deliverable; the deliverables you have already received remain yours under the license in Section 8.3.
6. Deliverables, Binder Accuracy Disclaimer, Service Availability
6.1 Deliverables and binder retention
For each engagement, R&D Binder delivers the artifacts published on the Site for the corresponding tier as of the date of payment. Typical artifacts include a printable PDF binder (per-business-component narrative, four-part-test analysis, audit-defense flag review, Form 6765 Section G mapping) and an accompanying Qualified Research Expense (QRE) workpaper. The customer's copy is delivered as a download and is not subject to retention restrictions. R&D Binder retains its archive copy of the delivered binder for seven (7) years to support potential IRS examinations of the customer's tax year, mirroring the standard tax-records retention period under U.S. tax law. R&D Binder reserves the right to fulfill this retention obligation by archiving copies in cold storage or offline backup systems and is not required to keep archived copies immediately accessible; restoration of archived copies may require reasonable time and is not subject to any specific response window. R&D Binder may delete archived copies earlier than seven years if required by applicable law or court order.
6.2 Async follow-up window
Each engagement includes a tier-specific async follow-up window (Indie: 30 days; SaaS Standard: 60 days; Scale: 90 days, each from delivery). During the window, R&D Binder will respond to clarifying questions about the deliverables by email within one (1) Business Day. Outside the window, follow-up support is available as a separately scoped paid engagement.
6.3 Documentation accuracy disclaimer; tax-law context
R&D Binder produces good-faith analysis of customer-provided commit history and payroll data against the IRC Section 41 four-part test, applying the rubric and Treasury Regulation framework current as of the engagement date. R&D Binder makes no warranty that the binder findings are exhaustive, that they will be accepted by the IRS without modification, that any specific Section 41 credit amount will be allowed, or that they reflect any tax-law change effective after the engagement date (including but not limited to legislative amendments, IRS notices, revenue procedures, regulatory changes, court decisions, and changes to Form 6765 or its instructions). The binder is the documentation; the customer's CPA-of-record applies professional judgment, prepares Form 6765, and signs and files the return. The customer is responsible for confirming with their CPA that the binder reflects the correct tax year, the correct entity, the correct treatment of foreign R&D activity, and the correct interaction with Section 174A capitalization rules and the OBBBA transition rules.
6.4 Informational analysis; non-reliance
Deliverables are documentation analyses, not legal advice, tax advice, financial advice, accounting advice, regulatory advice, or any other professional advice subject to a licensure regime. Binder findings are not guarantees and are not a substitute for professional judgment in any field. You exercise independent business judgment in implementing or relying on any binder finding. R&D Binder makes no representation that the deliverables are appropriate or sufficient for any specific decision, transaction, or use case. You agree that binder findings inform, but do not solely determine, your business decisions; final implementation choices and their consequences are yours.
6.5 Service availability
R&D Binder does not guarantee uninterrupted or error-free operation of the Site or the Services. Scheduled maintenance, third-party service outages (including but not limited to LLM providers, code-repository APIs, payment processors, hosting providers, and DNS providers), force majeure events, and routine engineering changes may interrupt access to the Site or delay delivery of deliverables. R&D Binder has no obligation to provide any specific uptime, latency, or availability commitment for the Site itself.
6.6 No monitoring obligation
R&D Binder has no obligation to monitor or report on changes to applicable tax law, IRS guidance, your business operations, your source-control repositories, or third-party services after delivery, except as expressly covered by the tier-specific async follow-up window in Section 6.2. Annual updates and supplemental documentation covering subsequent tax years are available as separately scoped paid engagements.
6.7 Third-party providers
The Services rely on third-party code-repository providers, large language model APIs, and other vendor services (including but not limited to Anthropic, GitHub, Stripe, Resend, HubSpot, and Cloudflare). R&D Binder is not responsible for the accuracy, completeness, availability, latency, pricing, or outputs of any third-party provider. Failures, model changes, pricing changes, or service interruptions by any third-party provider that affect binder findings, deliverable timing, or Site availability are outside R&D Binder's reasonable control.
6.8 Tax-law and IRS-guidance changes
Binder findings are based on the state of the IRC Section 41 statute, Treasury Regulations, IRS guidance (notices, revenue procedures, Form 6765 instructions, and informal IRS publications), and relevant court decisions current as of the engagement date. The Internal Revenue Code and IRS guidance change continuously and unpredictably, including changes to the four-part-test interpretation, the substantially-all rule, qualified-research-expense scope, contract-research applied amounts, internal-use-software thresholds, payroll-tax-offset eligibility, the new Form 6765 Section G reporting requirements, and OBBBA transition rules under Section 174A. R&D Binder makes no representation or warranty that any binder finding, narrative, four-part-test conclusion, or QRE allocation will persist over time as tax law changes. You acknowledge that subsequent legislative or regulatory changes may render specific findings partially or fully obsolete. Re-binders, refreshes, monitoring, and updated documentation reflecting subsequent tax-law changes are separately scoped paid engagements; R&D Binder has no obligation under these Terms to provide any of the foregoing absent a separately scoped engagement.
7. Warranties and Disclaimers
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND THE SERVICES (INCLUDING ALL DELIVERABLES) ARE PROVIDED "AS IS" AND "AS AVAILABLE." R&D BINDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
R&D BINDER DOES NOT WARRANT THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, OR PRODUCE ANY PARTICULAR RESULT OR BUSINESS OUTCOME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN THOSE JURISDICTIONS, THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED.
8. Intellectual Property
8.1 Customer IP
You retain all right, title, and interest in and to Customer Content. Nothing in these Terms transfers ownership of your trademarks, copyrighted content, business data, or any other intellectual property to R&D Binder, except for the limited license described in Section 5.2.
8.2 R&D Binder IP
R&D Binder retains all right, title, and interest in and to (a) the Site and its design, code, and content (excluding Customer Content); (b) the Services, including the documentation methodology, the four-part-test rubric, the QRE allocation logic, the analytical workflows and templates, the binder template, and the report formats; (c) all data R&D Binder collects, generates, or aggregates in the course of performing the Services across customers, in anonymized and de-identified form; and (d) all improvements, derivative works, and aggregated insights derived from the Services.
8.3 Deliverable license to customer
Subject to your full payment of the engagement fee, R&D Binder grants you a perpetual, worldwide, non-exclusive, royalty-free license to use the deliverables (the binder PDF and the QRE workpaper) for your internal business purposes, including providing them to your CPA-of-record for use in preparing and filing IRS Form 6765 and sharing the deliverables with: (a) your employees, contractors, and consultants; (b) your investors, prospective investors, M&A counterparties, and their advisors, in connection with due diligence or a transaction; (c) your wholly-owned subsidiaries, parents, and affiliates; and (d) any successor-in-interest by merger, acquisition, or operation of law. Each recipient must agree to confidentiality obligations no less protective than these Terms before receiving the deliverable. The license is otherwise non-transferable, and the deliverables may not be resold, sublicensed, or made publicly available without R&D Binder's prior written consent.
8.4 Aggregated insights
R&D Binder may use anonymized, de-identified, and aggregated insights from your engagement (for example, statistics across all engagements about the distribution of QRE categories, the prevalence of specific four-part-test findings, or industry-level qualified research expense patterns) to improve the Services and to publish industry analysis, provided that no such use identifies your business or your Customer Content.
8.5 Feedback
If you provide R&D Binder with feedback or suggestions about the Services or deliverables, you grant R&D Binder a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate the feedback into the Services without obligation to you.
9. Confidentiality and Data Security
9.1 Confidentiality
Each party may disclose to the other information that is marked or reasonably understood to be confidential ("Confidential Information"). Each party agrees to (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no case less than reasonable care; (b) use Confidential Information only as necessary to perform under these Terms; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than this Section.
Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is rightfully obtained from a third party not under a confidentiality obligation; or (d) is independently developed without use of the disclosing party's Confidential Information.
Each party may disclose Confidential Information if compelled by law, provided it gives the other party prompt notice (where legally permitted) and reasonable opportunity to object.
Each party's confidentiality obligations under this Section 9.1 survive termination of these Terms (a) indefinitely with respect to information that constitutes a trade secret under applicable law, for as long as such information retains its trade-secret status, and (b) for five (5) years with respect to all other Confidential Information.
9.2 Data security
R&D Binder implements commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content against unauthorized access, disclosure, alteration, or destruction. No security measure is perfect; R&D Binder does not guarantee that Customer Content cannot be accessed by an unauthorized party as a result of an event outside R&D Binder's reasonable control.
10. Privacy Policy
Your use of the Site and Services is also governed by R&D Binder's Privacy Policy at /privacy, which is incorporated into these Terms by reference. The Privacy Policy describes what information R&D Binder collects, how it is used, with which subprocessors it is shared, how long it is retained, and how you can exercise your rights with respect to it.
11. Publicity
R&D Binder will not use your name, logo, or engagement details in marketing materials, case studies, or public references without your prior written consent. If you are willing to be identified as a customer, please indicate so in writing via the contact form. Any consented use will be limited to factual descriptions of the engagement and will not disclose Confidential Information.
12. Limitation of Liability
To the maximum extent permitted by law:
(a) No indirect damages. Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business opportunities, or goodwill, regardless of the theory of liability and even if the party has been advised of the possibility of such damages.
(b) Liability cap. Each party's total cumulative liability arising out of or relating to these Terms or the Services, regardless of theory, will not exceed the greater of (i) the total fees actually paid by you to R&D Binder under these Terms in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) the fees paid by you for the specific engagement giving rise to the claim. This formulation ensures the cap floor reflects what you paid for the engagement at issue, even if the claim accrues more than twelve months after that engagement.
(c) Carve-outs. The limitations in Sections 12(a) and 12(b) do not apply to (i) a party's indemnification obligations under Section 13; (ii) a party's breach of confidentiality obligations under Section 9; (iii) your obligations to pay fees that are due and owing; or (iv) liabilities that cannot be limited or excluded under applicable law.
(d) Third-party providers. Without limiting subsections (a) and (b), R&D Binder's liability for any failure, error, latency, outage, change in pricing, or other unavailability of the third-party providers identified in Section 6.7, and for any platform-side change of the kind described in Section 6.8, is in all events subject to the limitations and cap set forth in this Section 12. Any such third-party or platform event is treated as a circumstance outside R&D Binder's reasonable control for purposes of these Terms.
13. Indemnification
By you. You will defend, indemnify, and hold harmless R&D Binder and its officers, members, employees, contractors, and agents from and against any third-party claim, demand, suit, or proceeding (a "Claim") arising out of or related to (a) your breach of these Terms; (b) your Customer Content; (c) your use of any deliverable in violation of applicable law or in violation of any third-party right; or (d) your gross negligence or willful misconduct.
By R&D Binder. R&D Binder will defend, indemnify, and hold harmless you and your officers, employees, contractors, and agents from and against any Claim alleging that the Services as delivered infringe a third party's U.S. patent, copyright, or trademark, provided that (a) you give prompt notice of the Claim; (b) R&D Binder has sole control of the defense and settlement; and (c) you provide reasonable cooperation. R&D Binder's indemnification obligation does not extend to Claims arising from (i) your modification of deliverables; (ii) your combination of deliverables with other materials not provided by R&D Binder; or (iii) Customer Content.
14. Term and Termination
These Terms are effective on your first use of the Site or Services and remain in effect until terminated.
Either party may terminate these Terms at any time on written notice; however, termination does not affect (a) any engagement currently in progress that has been paid for in full (which proceeds under these Terms as in effect at the time of payment); (b) any obligations that by their nature survive termination, including Sections 4.7 (Deliverable acceptance, to the extent the acceptance window has not yet closed at termination), 5.2 (Customer Content license, to the extent necessary for record retention), 5.5 (Regulatory compliance), 5.6 (Customer Content deletion rights), 6.3 (documentation accuracy disclaimer), 6.4 (non-reliance), 6.5 (Service availability), 6.6 (No monitoring obligation), 6.7 (Third-party providers), 6.8 (Tax-law and IRS-guidance changes), 7 (Warranties and Disclaimers), 8 (Intellectual Property), 9 (Confidentiality and Data Security), 11 (Publicity), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), 16 (Arbitration), 17 (Export Control), 18 (Intellectual Property Concerns), and 19 (General Provisions).
15. Governing Law and Jurisdiction
These Terms and any dispute arising out of or relating to these Terms or the Services are governed by the laws of the State of California, without regard to its conflict-of-laws principles. Subject to Section 16, any dispute that is not subject to mandatory arbitration shall be brought exclusively in the state or federal courts located in Orange County, California, and the parties consent to personal jurisdiction in those courts.
16. Binding Arbitration; Class Action Waiver
16.1 Agreement to arbitrate
Any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services (each, a "Dispute") that is not resolved within sixty (60) days of written notice will be resolved by binding arbitration administered by the American Arbitration Association ("AAA"). R&D Binder intends the AAA Commercial Arbitration Rules then in effect to apply, because the Services are designed for businesses and business representatives (Section 1). However, the AAA itself determines which set of rules applies to a particular Dispute. If the AAA determines that the AAA Consumer Arbitration Rules apply (for example, because the user is an individual consumer), those rules will govern instead. The arbitration will be conducted by a single arbitrator. The seat of arbitration will be Orange County, California. The arbitration will be conducted in English. The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction.
16.2 Class action waiver
Each party waives any right to participate in a class, collective, consolidated, or representative action against the other party, or to act as a class representative or class member in any class proceeding. The arbitrator may not consolidate more than one party's claims or otherwise preside over any form of representative or class proceeding.
16.3 30-day opt-out
You may opt out of the agreement to arbitrate in Section 16.1 (and the class action waiver in Section 16.2) by emailing hello@rdbinder.com with the subject "Arbitration opt-out" within thirty (30) days of the date you first agreed to these Terms. The opt-out email must include your full legal name, the email address used to submit any intake form to R&D Binder, and the date you agreed to these Terms. Opting out does not affect any other provision of these Terms.
16.4 Small claims carve-out
Either party may bring an individual action in a small claims court of competent jurisdiction (in California, the small claims court has jurisdiction over claims up to the amount specified in California Code of Civil Procedure section 116.221) instead of arbitration, provided the action remains in small claims court and is not removed or appealed to a court of general jurisdiction.
16.5 Carve-outs
The agreement to arbitrate does not apply to (a) actions to compel arbitration or to enforce an arbitration award; (b) claims for injunctive relief to protect intellectual property rights or confidentiality, which may be brought in any court of competent jurisdiction; (c) the small claims action described in Section 16.4; or (d) any claim that cannot, by law, be subject to arbitration.
16.6 Costs
Each party bears its own costs and attorneys' fees in arbitration unless the arbitrator awards otherwise pursuant to applicable law.
17. Export Control and Sanctions
You represent and warrant that you are not (a) located in, under the control of, or a national or resident of any jurisdiction subject to comprehensive U.S. economic sanctions (currently including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine) or any other jurisdiction subsequently added to that list; (b) listed on the U.S. Department of the Treasury's Office of Foreign Assets Control Specially Designated Nationals List, the U.S. Department of Commerce Entity List, or any equivalent list maintained by another competent authority; or (c) acting on behalf of any person described in (a) or (b). You agree not to use the Services in violation of any U.S. export control or sanctions law or regulation.
18. Intellectual Property Concerns
If you believe that any content delivered to you by R&D Binder (including any deliverable) infringes a third-party copyright, trademark, patent, or other intellectual property right, please contact hello@rdbinder.com with a description of the alleged infringement, the URL or document reference of the affected deliverable, the rights you claim are infringed, and your contact information. R&D Binder will review and respond within ten (10) Business Days. R&D Binder reserves the right to remove, modify, or replace any deliverable that we determine in good faith to infringe a third-party right.
For formal copyright notices under the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512, including the elements required of a notice or counter-notice and the repeat-infringer policy, see the DMCA notice and counter-notice procedure.
19. General Provisions
19.1 Entire agreement
These Terms, together with your tier selection at order time, your intake submission under Section 4.1, any invoice, and any written agreement signed by both parties referencing a specific engagement, constitute the entire agreement between you and R&D Binder regarding the Site and Services. They supersede any prior or contemporaneous agreements, communications, or understandings, written or oral.
19.2 Order of precedence
In the event of a conflict between these Terms and a separately signed written agreement referencing a specific engagement, the signed agreement controls for that engagement. In the event of a conflict between these Terms and the tier scope published at /pricing on the date of payment or the intake submission under Section 4.1, these Terms control except as to the engagement-specific scope, fee, and turnaround defined by the tier selection and intake, which control.
19.3 Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be replaced by a valid provision that most closely matches the original intent.
19.4 No waiver
The failure of either party to enforce any provision of these Terms is not a waiver of that provision or of any other provision.
19.5 Assignment
You may not assign these Terms or any rights under them without R&D Binder's prior written consent. R&D Binder may assign these Terms in connection with a merger, acquisition, sale of assets, or operation of law. Any attempted assignment in violation of this Section is void.
19.6 Force majeure
Neither party is liable for failure to perform any obligation under these Terms (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, labor disputes, third-party service outages, or government action. The affected party will use reasonable efforts to resume performance.
19.7 Independent contractor; no agency or fiduciary duty
R&D Binder acts as an independent service provider in performing the Services. These Terms do not create any partnership, joint venture, agency, employment, fiduciary, or franchise relationship between you and R&D Binder. R&D Binder owes you no fiduciary duty, and R&D Binder is not a partner with you in any tax filing or business decision relating to the deliverables. Each party is responsible for its own decisions regarding the Services and any related implementation.
19.8 Notices
Notices to R&D Binder must be sent by email to hello@rdbinder.com. Notices to you will be sent to the email address you provided on intake or last updated in your communications with R&D Binder.
19.9 Survival
Sections 4.7 (Deliverable acceptance, to the extent the acceptance window has not yet closed at termination), 5.2 (to the extent relating to record retention), 5.5, 5.6, 6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 7 (Warranties), 8 (Intellectual Property), 9 (Confidentiality and Data Security), 11 (Publicity), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), 16 (Arbitration), 17 (Export Control), 18 (Intellectual Property Concerns), and 19 (General Provisions) survive any termination or expiration of these Terms.
19.10 Electronic communications and electronic signatures
You consent to receive notices, agreements, and other communications from R&D Binder by electronic means, including email and through the Site. You agree that electronic communications and click-through assent (including the acknowledgement checkbox on the intake form) satisfy any legal requirement that such communications or agreements be in writing, and that an electronic signature has the same legal effect as a handwritten one.
19.11 No exclusivity
Each engagement is non-exclusive. Nothing in these Terms restricts R&D Binder from performing the Services for any other person or entity, including any direct or indirect competitor of yours. R&D Binder owes you no exclusivity, non-compete, restraint-of-trade, or right-of-first-refusal obligation, and R&D Binder may engage with multiple customers operating in the same industry, category, or geography concurrently. The confidentiality obligations in Section 9 are the sole protection for Customer Content and Confidential Information against this engagement pattern, and you agree those obligations are sufficient. This Section does not limit R&D Binder's obligations under Section 9.
19.12 No third-party beneficiaries
These Terms create no rights in any third party. The customer's CPA-of-record, employees, contractors, investors, advisors, affiliates, and other third parties to whom deliverables may be shared under Section 8.3 are not third-party beneficiaries of these Terms and have no rights to enforce them or to bring claims arising out of or relating to these Terms or the Services.
20. Contact
Questions about these Terms can be sent via the contact form.
Aliso LLC
d/b/a R&D Binder
A California limited liability company
Orange County, California