Legal
The terms and conditions that govern all engagements with PiVector Research. Effective March 2026.
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and PiVector Research ("Company," "we," "us," or "our"), a sole-proprietor engineering consulting practice operated by Akshay Harlalka, with a mailing address at 2108 N St, Ste N, Sacramento, CA 95816, USA.
By engaging our services, signing a Statement of Work, submitting a purchase order, or otherwise indicating acceptance, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not engage our services.
PiVector Research provides engineering design and product development services for hardware companies, with a focus on venture-backed startups. Our service offerings include, but are not limited to:
The specific scope, deliverables, timeline, and pricing for each engagement are defined in a mutually agreed Statement of Work ("SoW"). These Terms apply to all engagements unless explicitly superseded by the SoW.
Before any technical information is exchanged, both parties will execute a mutual Non-Disclosure Agreement ("NDA"). No proprietary data, designs, or trade secrets should be shared until the NDA is fully executed by both parties.
We offer a complimentary one-hour consultation to discuss your project requirements, assess feasibility, and determine the appropriate scope of work. This consultation carries no obligation and no charge.
Following the consultation, we will prepare a Statement of Work that includes:
No work will commence until the SoW is signed by both parties. Any changes to scope after execution require a written amendment agreed upon by both parties.
Work is delivered in milestones as defined in the SoW. At each milestone, the Client will have a review period (typically five business days unless otherwise specified) to provide feedback or request revisions. Milestones are deemed accepted if no feedback is provided within the review period.
PiVector Research offers two primary pricing models:
Invoices are issued upon completion of each milestone or on the billing schedule specified in the SoW. Payment is due within fifteen (15) calendar days of the invoice date unless otherwise agreed in writing. All amounts are in US dollars (USD).
Payments not received within thirty (30) calendar days of the invoice date may be subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance. We reserve the right to suspend work on overdue accounts until payment is received.
All fees are exclusive of applicable taxes. The Client is responsible for any sales tax, value-added tax, withholding tax, or other taxes or duties imposed by any jurisdiction in connection with the services, other than taxes based on our net income.
PiVector Research offers a 100% money-back guarantee on all engagements, subject to the following terms:
A full refund may be claimed if either of the following conditions is met:
To initiate a refund claim, the Client must notify us in writing (via email to contact@pivectorlabs.com) within fifteen (15) calendar days of the triggering event. Upon receipt of a valid claim, the full refund will be issued within five (5) business days. No dispute process or arbitration is required.
The money-back guarantee applies to all bespoke and fixed-price engagements. It does not apply to hourly work that has been billed against completed milestones already approved and accepted by the Client. The guarantee also does not apply where delays or non-compliance result from the Client's failure to provide required information, feedback, or approvals in a timely manner.
Upon full payment for a completed engagement, all intellectual property rights in the deliverables produced under the SoW are assigned to the Client. This includes all designs, CAD files, engineering drawings, reports, analyses, and documentation created specifically for the Client's project.
Each party retains ownership of its pre-existing intellectual property. Where our pre-existing tools, methodologies, templates, or software components are incorporated into a deliverable, we grant the Client a perpetual, non-exclusive, royalty-free license to use such pre-existing IP solely in connection with the deliverables.
Nothing in these Terms prevents us from using general knowledge, skills, experience, and techniques acquired during the course of an engagement, provided that we do not disclose the Client's Confidential Information (as defined below).
We may reference the engagement in marketing materials (e.g., portfolio case studies, website) using only non-confidential, publicly available information, unless the Client provides written consent for broader disclosure or requests that the engagement remain entirely confidential.
"Confidential Information" means all non-public information disclosed by one party to the other in connection with an engagement, whether disclosed orally, in writing, electronically, or by inspection. This includes, without limitation, technical data, designs, specifications, trade secrets, business plans, customer lists, financial information, and any information marked as "confidential" or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
Both parties agree to:
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice and cooperates to limit the scope of disclosure.
Confidentiality obligations survive termination or expiration of the engagement and remain in effect for five (5) years from the date of disclosure, or indefinitely for trade secrets (as long as the information retains trade secret status under applicable law).
To the maximum extent permitted by applicable law, the total aggregate liability of PiVector Research for any and all claims arising out of or relating to an engagement shall not exceed the total fees actually paid by the Client under the applicable Statement of Work during the twelve (12) months preceding the claim.
In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of business, loss of data, or cost of procurement of substitute services, regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if advised of the possibility of such damages.
The limitations set forth in this section shall apply even if any limited remedy provided herein fails of its essential purpose. Nothing in these Terms excludes or limits liability for fraud, gross negligence, willful misconduct, or any liability that cannot be excluded or limited by applicable law.
We warrant that all services will be performed in a professional and workmanlike manner consistent with generally accepted engineering practices and standards. Deliverables will conform to the specifications agreed upon in the Statement of Work.
Except as expressly set forth in these Terms, all services and deliverables are provided "as is." We disclaim all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that deliverables will be error-free, that they will meet requirements beyond the agreed SoW specifications, or that any particular business outcome will be achieved.
Either party may terminate an engagement for any reason by providing thirty (30) calendar days' written notice to the other party. Upon termination for convenience, the Client shall pay for all work completed and accepted through the effective date of termination.
Either party may terminate an engagement immediately upon written notice if the other party: (a) commits a material breach of these Terms or the SoW and fails to cure such breach within fifteen (15) calendar days of receiving written notice; or (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets.
Upon termination, we will:
Sections 6 (Intellectual Property), 7 (Confidentiality), 8 (Limitation of Liability), 9 (Warranties and Disclaimers), 11 (Governing Law), and 12 (Dispute Resolution) survive termination of these Terms.
These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict-of-law principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in Sacramento County, California.
In the event of any dispute, claim, or controversy arising out of or relating to these Terms or an engagement, the parties agree to first attempt to resolve the matter through good-faith negotiation. Either party shall provide written notice describing the dispute, and both parties shall engage in direct discussions for a period of at least thirty (30) calendar days.
If the dispute is not resolved through negotiation, the parties agree to submit the dispute to confidential mediation administered by JAMS or another mutually agreed mediation service in Sacramento County, California. The costs of mediation shall be shared equally.
If mediation does not resolve the dispute, either party may submit the dispute to binding arbitration administered by JAMS in Sacramento County, California, under JAMS Comprehensive Arbitration Rules. The arbitration shall be conducted by a single arbitrator with relevant engineering or technology industry experience. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines otherwise.
Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm, including but not limited to breach of confidentiality or misappropriation of intellectual property.
The Client agrees to indemnify, defend, and hold harmless PiVector Research from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) the Client's use of the deliverables in a manner not contemplated by the SoW; (b) the Client's breach of these Terms; or (c) any claim that materials provided by the Client to us infringe a third party's intellectual property rights.
We agree to indemnify, defend, and hold harmless the Client from and against any third-party claims arising out of our gross negligence or willful misconduct in performing the services.
PiVector Research is an independent contractor and not an employee, agent, partner, or joint venturer of the Client. Nothing in these Terms creates an employment relationship, partnership, or agency. We are responsible for our own taxes, insurance, and business expenses. We retain the right to determine the manner and means by which services are performed, subject to the specifications in the SoW.
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government orders, labor disputes, power failures, internet disruptions, or supply chain disruptions. The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance. If the force majeure event continues for more than sixty (60) days, either party may terminate the engagement without liability.
We reserve the right to update or modify these Terms at any time. Material changes will be communicated to active clients via email at least thirty (30) days prior to taking effect. The updated Terms will be posted on this page with a revised "Last Updated" date. Continued engagement of our services after the effective date of any modification constitutes acceptance of the updated Terms. For active engagements governed by an existing SoW, the Terms in effect at the time of SoW execution shall apply unless both parties agree in writing to adopt the updated Terms.
These Terms, together with the applicable NDA and Statement of Work, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If it cannot be so modified, it shall be severed, and the remaining provisions shall continue in full force and effect.
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.
Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this section shall be void.
All notices required or permitted under these Terms shall be in writing and delivered via email (with confirmation of receipt) or by recognized overnight courier to:
PiVector Research
Attn: Akshay Harlalka
2108 N St, Ste N
Sacramento, CA 95816, USA
Email: contact@pivectorlabs.com
If you have any questions about these Terms of Service, please contact us:
PiVector Research
2108 N St, Ste N
Sacramento, CA 95816, USA
Email: contact@pivectorlabs.com
LinkedIn: linkedin.com/company/pivectorresearch
