Terms of Service

 TERMS AND CONDITIONS OF SERVICE AGREEMENT
 

Effective Date: October 8, 2025

This Terms and Conditions of Service Agreement (the “Agreement”) is a legally binding contract between you (the “Client,” “you,” or “your”) and [Your Company Name] (“Company,” “we,” “us,” or “our”). This Agreement governs your access to and use of the AI consulting services provided by the Company.

BY ENGAGING THE COMPANY FOR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PROCURE OR USE THE COMPANY’S SERVICES.

1. Description of Services

The Company offers AI educational and implementation consulting services structured in three primary tiers (“Platforms”), as well as services billed at an hourly rate.

1.1. Platform 1: AI Opportunity Analysis. A complimentary, no-obligation strategic proposal outlining potential AI integrations for the Client’s business. This service may include affiliate links for recommended software or tools, from which the Company may earn a commission at no extra cost to the Client.

1.2. Platform 2: Guided AI Implementation. A "Done With You" service package where the Company builds and integrates agreed-upon AI systems into the Client’s operations. This service includes a one (1) year period of training and educational support to ensure the Client’s self-sufficiency. This package requires a non-refundable retainer. 

1.3. Platform 3: Fully-Managed AI Integration. A "Done For You" premium service where the Company provides a comprehensive, hands-on implementation, management, and strategic partnership for the Client’s AI systems. This package requires a non-refundable retainer of $10,000 USD.

1.4. Hourly Services. All work performed outside the scope of a Platform package will be billed at the Company’s standard rate of $95 USD per hour.

2. Client Obligations & Responsibilities

2.1. Cooperation. Client agrees to cooperate fully with the Company and to provide, in a timely manner, all necessary access to data, personnel, and business systems required for the performance of the Services.

2.2. Pass-Through Costs. Client agrees to place a valid credit card on file with the Company for the express purpose of covering all third-party pass-through costs. Such costs include but are not limited to software subscriptions, API usage fees, and other platform costs directly related to the Services rendered. The Company shall not be liable for these costs.

2.3. Data Security. Client is solely responsible for the security of its own data, including any sensitive or confidential information. Client warrants that it has all necessary rights and permissions to provide its data to the Company for the purpose of this Agreement.

3. Fees, Payment, and Retainers

3.1. Retainers. Retainers for Platform 2 and Platform 3 are due in full prior to the commencement of any work. All retainers are non-refundable.

3.2. Invoicing. For hourly work or any other accrued charges, the Company will invoice the Client on a monthly basis. All invoices are due and payable within fifteen (15) days of receipt.

3.3. Late Payments. Overdue invoices shall accrue interest at a rate of 1.5% per month, or the highest rate permitted by law, whichever is lower. The Company reserves the right to suspend all Services until the outstanding balance is paid in full.

4. Confidentiality

Each party (the “Receiving Party”) agrees to hold in strict confidence any proprietary or confidential information (“Confidential Information”) disclosed by the other party (the “Disclosing Party”). The Receiving Party shall not use the Confidential Information for any purpose outside the scope of this Agreement.

5. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE. ANY ESTIMATES OF RETURN ON INVESTMENT (ROI) ARE PROJECTIONS ONLY AND DO NOT CONSTITUTE A GUARANTEE OF FUTURE PERFORMANCE.

6. Limitation of Liability

IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OUR SERVICES.

THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE COMPANY UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. Dispute Resolution: Mandatory Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

7.1. Governing Law. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of [Seller's State, e.g., Arizona], without regard to its conflict of law provisions.

7.2. Agreement to Arbitrate. Both parties agree that any and all disputes, claims, or controversies arising out of or relating to this Agreement, its breach, termination, enforcement, interpretation, or validity thereof (collectively, "Disputes") shall be resolved exclusively through final and binding arbitration, rather than in a court of law.

7.3. Arbitration Procedure. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [Seller's City, e.g., Phoenix], [Seller's State, e.g., Arizona], before a single neutral arbitrator.

7.4. Costs of Arbitration. The Client (referred to herein as the "Buyer") shall be solely and exclusively responsible for the payment of all costs and fees associated with the arbitration. This includes, but is not limited to, all AAA filing fees, administrative fees, and the arbitrator's compensation. Each party shall be responsible for its own attorney's fees and costs. The Buyer expressly waives any right to have the Company (referred to herein as the "Seller") contribute to or share in any portion of the arbitration costs, regardless of the outcome of the arbitration.

7.5. Waiver of Jury Trial and Class Action. Both parties expressly waive their right to a jury trial and to participate in any class action, private attorney general action, or other representative or consolidated action.
8. General Provisions

8.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

8.2. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

8.3. Assignment. The Client may not assign any of its rights or delegate its obligations under this Agreement without the prior written consent of the Company.