Welcome to No Friction. These Terms of Service ("Terms") govern your use of consulting services provided by CCA Innovations OU, doing business as No Friction ("No Friction," "we," "us," or "our"), located at 120 Vantis, Suite 300, Aliso Viejo, CA 92656.
By engaging our services or using our website, you agree to these Terms. Please read them carefully. If you do not agree with these Terms, you must not use our services.
No Friction is a boutique consulting firm specializing in IP monetization, AI orchestration, and digital-first strategies, helping organizations transform their intellectual property and technology assets into powerful revenue streams.
No Friction provides consulting services in the following areas:
Our service offerings may evolve over time. The specific services to be provided will be detailed in a Statement of Work ("SOW") or consulting agreement between No Friction and the client.
3.1 Service Agreement. All consulting engagements require a signed agreement between No Friction and the client that outlines the specific scope of work, deliverables, timeline, and compensation terms.
3.2 Client Responsibilities. Clients are responsible for providing timely and accurate information necessary for No Friction to deliver its services effectively. This includes but is not limited to access to relevant documentation, systems, personnel, and prompt review and feedback on deliverables.
3.3 Scope Changes. Any changes to the agreed-upon scope of work must be documented and mutually agreed upon in writing. Additional work may result in adjustments to fees and timelines.
4.1 Pre-existing IP. Each party retains all rights, title, and interest in and to their pre-existing intellectual property, including methodologies, know-how, processes, technologies, and tools.
4.2 Deliverables. Upon full payment of all fees due, No Friction grants the client a non-exclusive, perpetual license to use the deliverables provided under the service agreement for the client's internal business purposes. The specific ownership of IP developed during the engagement will be detailed in the service agreement.
4.3 No Friction Methodologies. No Friction retains all rights to its proprietary methodologies, including its "High-Touch, Digital-First" approach and "Technology Editor Model." Clients receive a non-exclusive license to apply these methodologies within their organization as described in the service agreement.
4.4 Client Materials. Clients retain all rights to their materials, data, and information provided to No Friction during the engagement. No Friction may use such materials solely for the purpose of providing services to the client.
5.1 Definition. "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
5.2 Protection. The Receiving Party will: (a) use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of similar nature, but in no case less than reasonable care; (b) not use the Disclosing Party's Confidential Information for any purpose outside the scope of these Terms; and (c) not disclose the Confidential Information to any third party without prior written consent of the Disclosing Party.
5.3 Exclusions. The confidentiality obligations do not apply to information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of the Confidential Information.
5.4 Duration. The confidentiality obligations continue for a period of three (3) years after the termination of services, or longer if specified in the service agreement.
6.1 Fees. Fees for services will be specified in the service agreement. No Friction may structure fees as fixed price, time and materials, retainer, success-based, or a combination thereof.
6.2 Invoicing. No Friction will invoice clients according to the payment schedule defined in the service agreement. Standard payment terms are net thirty (30) days from the invoice date, unless otherwise specified.
6.3 Late Payment. Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. The client is responsible for all reasonable costs incurred in collecting overdue payments, including attorney fees.
6.4 Expenses. Unless otherwise specified, clients are responsible for reimbursing No Friction for reasonable out-of-pocket expenses incurred in connection with providing the services. All expenses will be itemized on invoices.
6.5 Taxes. Fees do not include taxes. The client is responsible for paying all applicable taxes, except for those based on No Friction's net income.
7.1 Term. These Terms remain in effect for the duration of the service agreement between No Friction and the client, and certain provisions survive termination as specified herein.
7.2 Termination for Convenience. Either party may terminate the service agreement as provided in that agreement. If not specified, either party may terminate with thirty (30) days' written notice.
7.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches these Terms or the service agreement and fails to cure such breach within fifteen (15) days after receiving written notice.
7.4 Effect of Termination. Upon termination: (a) the client will pay for all services performed up to the termination date and any non-cancellable expenses incurred; (b) each party will return or destroy all Confidential Information of the other party; and (c) the provisions related to payment, intellectual property, confidentiality, limitation of liability, and dispute resolution will survive.
8.1 Service Warranty. No Friction warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. No Friction will re-perform any services not meeting this standard if the client notifies No Friction within thirty (30) days after delivery.
8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO FRICTION MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8.3 No Guarantee of Results. No Friction does not guarantee specific business or financial results from its services. While we strive to deliver value through our "High-Touch, Digital-First" approach, results depend on various factors, including client implementation and market conditions.
9.1 Limitation. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on Liability. IN NO EVENT SHALL NO FRICTION'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE AGREEMENT EXCEED THE AMOUNTS PAID BY THE CLIENT FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.3 Exceptions. The limitations in this section do not apply to: (a) breaches of confidentiality obligations; (b) violations of intellectual property rights; (c) payment obligations; or (d) any other liability that cannot be limited under applicable law.
10.1 By No Friction. No Friction will defend, indemnify, and hold harmless the client from and against any third-party claims, actions, or demands alleging that the services as provided by No Friction infringe any intellectual property right of a third party.
10.2 By Client. The client will defend, indemnify, and hold harmless No Friction from and against any third-party claims, actions, or demands arising from: (a) the client's use of the services in violation of these Terms or applicable law; (b) any materials or information provided by the client; or (c) the client's violation of a third party's rights.
10.3 Procedure. The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable assistance in the defense of the claim at the indemnifying party's expense.
11.1 Good Faith Negotiation. In the event of any dispute arising out of or relating to these Terms or the service agreement, the parties will first attempt to resolve the dispute through good faith negotiations.
11.2 Mediation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may initiate mediation. The mediation will be conducted in Orange County, California, unless otherwise agreed.
11.3 Arbitration. If the dispute remains unresolved sixty (60) days after the commencement of mediation, it will be resolved through binding arbitration conducted in Orange County, California, in accordance with the rules of the American Arbitration Association. The arbitrator's award will be final and binding.
11.4 Exception. Nothing in this section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.
12.1 Independent Contractors. No Friction and the client are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship.
12.2 Assignment. Neither party may assign these Terms or the service agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, reorganization, or sale of all or substantially all of its assets.
12.3 Force Majeure. Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, epidemics, power failures, and government actions.
12.4 Notices. All notices must be in writing and will be deemed given when delivered personally, sent by confirmed email, or sent by courier or registered mail to the address specified in the service agreement.
12.5 Waiver and Severability. The waiver of any breach of any provision of these Terms does not waive any other breach. If any part of these Terms is found to be unenforceable, the remaining portions remain in full force and effect.
12.6 Entire Agreement. These Terms, together with the service agreement, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral.
12.7 Amendments. These Terms may be modified only by a written amendment signed by both parties.
12.8 Governing Law. These Terms are governed by the laws of the State of California without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13.1 Client References. No Friction may request to use the client as a reference for marketing purposes. Any such use requires the client's prior written consent.
13.2 Case Studies. No Friction may request to develop case studies based on the client engagement. These case studies will be subject to the client's review and approval before publication, and all confidential information will be protected as required by these Terms.