Terms and Conditions for Research Software Engineer (RSE) Subscription Service

1. Agreement

These Terms and Conditions ("Agreement") govern the Research Software Engineer (RSE) Subscription Service provided by Fluid Numerics LLC ("Provider") to the subscribing entity ("Customer"). By subscribing to the service, the Customer agrees to these terms.

2. Service Description

The RSE Subscription Service includes:

  • Access to a private Slack channel and email for communication and support.

  • Video chat support for consultations and discussions.

  • Software engineering and development services limited to 40 hours of direct labor support per month.

3. Subscription Fee and Payment

  1. Fee: The monthly subscription fee is as listed on the Provider's website at the time of subscription.

  2. Payment: Payments must be made through the Provider's online platform.

  3. Renewal: The subscription automatically renews monthly unless canceled per the terms outlined in Section 9.

4. Service Hours

  1. Monthly Limit: Customers are entitled to up to 40 hours of direct labor support per month. This includes time spent on tasks such as software development, consulting, or any other agreed-upon services.

  2. Non-Roll-Over Policy: Unused hours do not carry over to subsequent months. Any hours not used within the current billing cycle will expire at the end of that cycle.

  3. Additional Hours: If the Customer requires more than 40 hours of support in a given month, additional hours may be negotiated under a separate agreement at an additional cost.

5. Scope of Services

  1. The services provided under this Agreement include software development, engineering, and consulting tasks as requested by the Customer and mutually agreed upon.

  2. The Provider reserves the right to decline tasks that fall outside the agreed scope of the RSE Subscription Service.

6. Intellectual Property Rights

  1. Fluid Numerics and / or its subcontractors shall remain the sole and exclusive owner(s) of any Background IP.  If a SOW provides that Contractor Short Name shall deliver any Deliverables, then such Deliverables (other than the Background IP) shall vest in, and be wholly owned by, the Customer. Fluid Numerics hereby transfers and assigns to the Customer all rights, title and interest, domestic and foreign, to such Deliverables (other than the Background IP).

  2. The Customer shall remain the sole and exclusive owner of any Customer Data provided by the Customer to Fluid Numerics for use in the Services. 

  3. This Article shall not assign to the Customer any Background IP.  Other than as provided herein, this Agreement shall not give a Party any rights under the intellectual property of another Party.

  4. The provisions of this Article shall survive any expiration or termination of this Agreement.

7. Customer Obligations

  1. The Customer must provide timely access to information, resources, and feedback required for the Provider to fulfill the requested tasks.

  2. The Customer is responsible for ensuring their requests comply with applicable laws and do not infringe on third-party rights.

8. Confidentiality

  1. The terms of this Agreement, along with the fact of this Agreement’s existence, are Confidential Information of both Parties.  If a Party, its subcontractors and agents (“Receiving Party”) obtains access to Confidential Information of the other Party (“Disclosing Party”) in connection with the negotiation of or performance under this Agreement, Receiving Party agrees that:

    1. Disclosing Party shall retain ownership of the Confidential Information and that Receiving Party shall not acquire any rights therein, except the right to use Confidential Information to the extent provided in this Agreement.

    2. Receiving Party shall use at least the same degree of care to protect Confidential Information from unauthorized disclosure or access that Receiving Party uses to protect its own Confidential Information, but not less than reasonable care, including measures to protect against the unauthorized use, access, destruction, loss and alteration of Confidential Information.

    3. Receiving Party agrees not to use Confidential Information received from the other during the term of this Agreement, either directly or indirectly, to solicit business from any individual, company, agency or institute, or to interfere with, impair or hinder any relationship between Disclosing Party and any of its customers, prospective customers, suppliers, strategic partners, affiliates or investors, or in any other manner to compete against Disclosing Party.

    4. Except as otherwise provided in this Agreement, no Confidential Information disclosed pursuant to this Agreement shall be made available by Receiving Party to any third party for any purpose, except to an affiliate, consultant, attorney, subcontractor, or potential subcontractor who needs to know Confidential Information for the performance of this Agreement and who is bound by written confidentiality obligations or policies sufficient for them to comply with Receiving Party’s obligations in accordance with this Agreement.  Receiving Party agrees to indemnify Disclosing Party for any violation or breach of such restrictions.

  2. Each Party shall endeavor to keep to a minimum the amount of Confidential Information that is furnished to the other upon which restrictions are imposed.

  3. Information of Disclosing Party shall not be considered Confidential Information to the extent that Receiving Party can demonstrate that such information:

    1. was previously rightfully known by Receiving Party free of any obligation to keep it confidential;

    2. is or becomes publicly known through no wrongful act of Receiving Party; or

    3. is independently developed by Receiving Party, as evidenced by written record, without reference to, use of, or access to Confidential Information of Disclosing Party.

  4. The confidentiality obligations of each Party under this Agreement will survive any expiration or termination of this Agreement for a period of two (2) years after receipt of Confidential Information, or such time as may be required by federal or state law or regulations, whichever shall last occur.  Upon the expiration or termination of this Agreement, and at the written request of Disclosing Party, Receiving Party shall return all Confidential Information and copies in tangible form thereof or certify in writing that it has destroyed all Confidential Information and copies in tangible form thereof.

9. Cancellation and Termination

  1. Cancellation by Customer:

    • The Customer may cancel their subscription at any time through the online platform at https://www.fluidnumerics.com. The service will remain active until the end of the billing cycle.

    • No refunds will be issued for partial months.

  2. Termination by Provider:

    • The Provider may terminate the service if the Customer violates these terms or engages in illegal or unethical activities.

    • In such cases, the Customer will not be entitled to a refund.

10. Limitations of Liability

  1. The Provider shall not be liable under any circumstances for any indirect, special, consequential, incidental, punitive or exemplary damages arising out of, or in any way connected with, the Agreement to provide services or the Services provided, including, but not limited to, damages for lost profits, loss of use, loss of opportunity, lost data or for any damages or sums paid by Fluid Numerics to third parties, even if Contractor Short Name has been advised of possibility of such damages.  IN NO EVENT SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY HEREUNDER EXCEED THE AMOUNTS DUE AND PAYABLE BY FLUID NUMERICS TO IE UNDER THE SOW OR PURCHASE AUTHORIZATION WHICH GAVE RISE TO SUCH CLAIM.  The foregoing limitation of liability shall apply whether any claim is based upon principles of contract, warranty, negligence, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited exclusive remedy to achieve its essential purpose, or otherwise.

  2. The Provider's total liability for any claims related to the service is limited to the amount paid by the Customer for the most recent month of service.

11. Force Majeure

The Provider is not responsible for delays or failure to perform due to circumstances beyond their reasonable control, including but not limited to natural disasters, government actions, internet outages, or labor disputes.

12. Governing Law

This Agreement has been negotiated, executed and delivered in, and shall be deemed to have been made in, the State of North Carolina and the validity of the Agreement, its construction, interpretation and enforcement, and the rights of the Parties hereunder, shall be determined under, governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of North Carolina.  The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state and federal courts located in Mecklenburg County, North Carolina.


13. Waiver and Severability.  

Any failure at any time of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or prejudice the right of such Party to enforce such provision at any subsequent time.  If any provision of this Agreement or the application of this Agreement to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Agreement shall not be affected, and every remaining provision of this Agreement shall be valid and binding to the fullest extent permitted by law.

14. Amendments

The Provider reserves the right to modify these terms at any time. Customers will be notified of changes via email or the online platform. Continued use of the service after changes are made constitutes acceptance of the updated terms.

15. Entire Agreement

This Agreement constitutes the entire understanding between the Provider and the Customer regarding the RSE Subscription Service and supersedes all prior agreements, communications, and understandings.

15. Contact Information

For questions or support, please contact us at:

  • Email: contracts@fluidnumerics.com

  • Phone: (704)-268-9775

  • Mail:
    Fluid Numerics LLC
    201 Government Avenue SW, STE 205
    Hickory, NC 28602

By subscribing to the RSE Subscription Service, the Customer acknowledges that they have read, understood, and agree to these Terms and Conditions.