Terms of Service

1. Definitions

AI System

Any artificial intelligence model, machine learning workflow, natural language processing system, agent, chatbot, voice assistant, automation workflow, or rules engine.

AI Output

Any text, code, classification, summary, recommendation, report, image, or transcript generated by an AI System.

Background IP

All intellectual property owned or licensed by either party before the Effective Date, including templates, prompts, know-how, methods, tools, scripts, frameworks, and reusable code.

Client Data

All information, records, content, configurations, and access credentials provided by the Client in connection with the Services.

Confidential Information

All non-public information designated or reasonably understood as confidential by the disclosing party.

Deliverables

Client-specific work product described in a Statement of Work, excluding Consultant Retained IP and Third-Party Tools.

Consultant Retained IP

All Background IP plus all reusable and generalized materials developed or refined during the engagement, including but not limited to: prompts, prompt chains, architectures, workflows, agents, scripts, templates, libraries, connectors, dashboards, training materials, evaluation methods, documentation formats, know-how, improvements, and derivatives thereof.

Foreground IP

Only client-specific Deliverables expressly designated in the applicable SOW as transferring to the Client after full payment.

Third-Party Tools

Any third-party software, API, model provider, cloud provider, communications tool, data tool, or open-source component used in connection with the Services.

2. Services

Consultant provides a range of consulting and technology services, including but not limited to:

• AI strategy and advisory support
• Workflow design and optimization
• Systems integration
• CRM implementation
• Dashboards, analytics, and data mapping
• AI-assisted communications
• Training, change management, and documentation

2.1 Standard of Care

Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

2.2 Independent Contractor

Consultant is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

2.3 Subcontractors

Consultant may engage subcontractors to assist with the performance of Services, provided Consultant maintains commercially reasonable controls over such subcontractors.

2.4 Client Obligations

Client shall provide timely access, decisions, approvals, information, systems, and credentials reasonably necessary for the performance of Services.

2.5 Change Orders

Any material changes to the scope of Services require a written Change Order signed by both parties.

2.6 Schedule Adjustments

Consultant may adjust timelines for client-caused delays, incomplete data, delayed approvals, Third-Party Tool downtime, or force majeure events.

3. Statements of Work

No Services shall commence until a Statement of Work ("SOW") has been executed by both parties. In the event of a conflict between this Agreement and an SOW, this Agreement controls unless the SOW expressly states otherwise.

3.1 Acceptance

Client shall have 5 business days to review and accept or reject Deliverables in writing. Deliverables shall be deemed accepted if Client provides no written notice of rejection within such period or uses the Deliverable in production.

3.2 Deliverable Warranty

Deliverables are covered by a 90-day warranty from the date of acceptance during which they shall materially conform to the acceptance criteria specified in the applicable SOW.

3.3 Warranty Exclusions

The Deliverable warranty does not cover issues arising from:

• Client Data errors or omissions
• Unauthorized modifications by Client or third parties
• Changes to Third-Party Tools or provider platforms
• Misuse or failure to follow provided documentation

3.4 Unauthorized Modifications

Client shall not alter deployed AI Systems without the Consultant's prior written approval. Unauthorized changes void all applicable warranties.

3.5 No Managed Services

Unless expressly stated in an SOW, Consultant does not provide managed services, uptime guarantees, or service-level agreements (SLAs).

4. Fees & Payment

4.1 Fee Structures

Fee structures are defined in each SOW and may include:

• Fixed Fee: A set price for defined deliverables
• Time & Materials (T&M): Billed based on hours worked at agreed-upon rates
• Monthly Retainer: Recurring monthly fee for ongoing services
• Prepaid Blocks: Pre-purchased hours or service units
• Discovery/Audit Fees: Initial paid assessment or audit engagement
• Implementation Fees: One-time setup and deployment charges

4.2 Invoicing

Fixed-fee engagements are invoiced at milestones defined in the SOW. Time & Materials engagements are invoiced bi-weekly or monthly. Retainers are invoiced in advance.

4.3 Payment Terms

All invoices are due Net-15 (within 15 days of the invoice date).

4.4 Invoice Disputes

Client shall provide written notice of any invoice dispute within 5 business days of receipt. Undisputed amounts must be paid in accordance with the standard payment terms regardless of any dispute.

4.5 Late Payments

• Late payments accrue interest at 1.5% per month
• Services may be suspended after 30 days of non-payment upon 10 days' written notice
• Reactivation of suspended services may be subject to additional billing

4.6 Expenses

Reasonable, pre-approved expenses and Third-Party Tool costs shall be reimbursed as specified in the applicable SOW.

4.7 Taxes

Client is responsible for all applicable taxes, except for Consultant's income tax and Washington State Business & Occupation (B&O) tax.

4.8 Deposits and Non-Refundable Fees

Deposits are non-refundable once work has been scheduled or commenced, unless the applicable SOW provides otherwise.

4.9 Early Termination Fee

Early termination of fixed-fee engagements may incur a fee of 25% of remaining unpaid fixed fees. This fee is not a penalty but reflects administrative costs, lost scheduling, and opportunity costs.

5. Intellectual Property

5.1 Consultant Retained IP

Consultant retains all rights, title, and interest in and to all Consultant Retained IP. No implied license is granted except as expressly stated in this Agreement.

5.2 Client-Owned Deliverables

Only Foreground IP expressly identified in the applicable SOW shall transfer to Client, and only upon full payment for the applicable SOW.

5.3 License to Consultant Retained IP

Upon full payment, Client receives a perpetual, non-exclusive, non-transferable, non-sublicensable license to use Consultant Retained IP solely as embedded in the Deliverables and only for Client's internal business purposes.

5.4 AI Outputs

Client may use AI Outputs generated using Client Data for Client's internal business purposes. Consultant retains all intellectual property rights in the underlying prompts, designs, methods, automations, agents, templates, connectors, and workflows used to generate such AI Outputs.

5.5 Generalized Learnings

Consultant may retain and use de-identified ideas, know-how, techniques, skills, methodologies, and statistics derived from the engagement.

5.6 Third-Party Tools

All Third-Party Tools remain subject to their respective provider's terms of service and license agreements.

5.7 Restrictions on Misuse

Client shall not reverse engineer, extract, benchmark for competitive use, copy for resale, or use Consultant Retained IP to create competing offerings or assist any third party in doing so.

5.8 Publicity & Case Studies

Neither party shall use the other's name, logo, or trademarks in publicity or case studies without prior written approval.

6. Confidentiality

Both parties agree to maintain the confidentiality of all Confidential Information disclosed during the engagement using reasonable care.

6.1 Permitted Disclosures

Confidential Information may be disclosed to employees, contractors, and professional advisers with a legitimate need to know, provided such recipients are bound by obligations of confidentiality no less protective than those set forth herein.

6.2 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed without use of or reference to Confidential Information
• Is rightfully received from a third party without restriction

6.3 Return & Destruction

Upon request or termination, each party shall return or destroy all Confidential Information in its possession. Archival copies may be retained as required by law or reasonable backup procedures.

7. Data Handling & Privacy

7.1 Safeguards

Consultant shall implement commercially reasonable safeguards, including:

• Role-based access controls
• Multi-factor authentication (MFA) where available
• Encryption in transit where supported
• Device-level protections

7.2 Security Incidents

Consultant shall notify Client within 72 hours after confirmation of a security incident involving Client Data. Such notification shall not constitute an admission of fault or liability.

7.3 Third-Party Tools

Client acknowledges reliance on Third-Party Tools and agrees that Consultant is not responsible for outages, changes, or discontinuations of such tools.

7.4 Compliance

Both parties shall comply with applicable privacy laws, including the Washington Privacy Act (WPA), the California Consumer Privacy Act (CCPA), and the General Data Protection Regulation (GDPR) where applicable.

7.5 Employee Monitoring

If Services involve employee monitoring capabilities, Client is solely responsible for providing all required notices and obtaining all necessary consents.

7.6 Data Return & Deletion

Upon request or termination, Client Data shall be returned in a commonly used format. All Client Data shall be deleted within 60 days, except for backups, legal holds, and data retained within Third-Party Tools.

8. AI-Specific Terms

8.1 Permitted Data Use

Client Data shall be used only for performing Services, maintaining the Client environment, improving configurations, and troubleshooting. Client Data shall not be used for training general-purpose AI models.

8.2 AI Limitations

Client acknowledges that AI Systems are probabilistic in nature. Outputs may contain inaccuracies or hallucinations (plausible but incorrect information). AI Systems are non-deterministic, and model behavior may change due to updates by upstream providers.

8.3 Human Review

Client is solely responsible for validating AI Outputs before relying on them for material decisions, including but not limited to legal, tax, human resources, pricing, medical, and compliance matters.

8.4 Responsible AI

Consultant is committed to responsible AI practices, including transparency, human oversight, and reasonable bias reduction efforts. However, Consultant does not guarantee the elimination of all bias in AI Systems or AI Outputs.

8.5 No Public AI Training

Consultant shall not submit Client Confidential Information into public or shared AI training datasets.

8.6 Acceptable Use Policy

Client agrees to the following acceptable use requirements:

• Permitted Uses: Internal operations, approved customer-facing applications, analysis and reporting
• Prohibited Uses: Generation of unlawful content, discrimination, unauthorized data processing, reverse engineering, or circumventing safety controls
• Human Oversight: Client shall maintain appropriate human oversight over all deployed AI Systems
• Reporting: Client shall promptly report any suspected misuse or unintended behavior of AI Systems to Consultant

9. Warranties & Disclaimers

9.1 Mutual Authority

Each party represents and warrants that it has the authority to enter into this Agreement and perform its obligations hereunder.

9.2 Professional Services Warranty

Consultant warrants that Services shall be performed in accordance with the standard of care set forth in Section 2.1.

9.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL SERVICES, DELIVERABLES, AND AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." CONSULTANT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CONSULTANT DOES NOT GUARANTEE ANY SPECIFIC BUSINESS OUTCOMES, COST SAVINGS, REVENUE INCREASES, LEAD VOLUME, CONVERSION RATES, SEARCH RANKINGS, UPTIME, OR REGULATORY COMPLIANCE UNLESS EXPRESSLY SET FORTH IN A SIGNED STATEMENT OF WORK.

9.4 No Regulated Professional Advice

Services do not constitute legal, tax, accounting, investment, medical, or employment advice. Client should consult qualified professionals for matters requiring regulated professional guidance.

10. Limitation of Liability

10.1 General Cap

Consultant's total aggregate liability under any engagement shall not exceed the greater of:

• The total fees paid under the applicable SOW in the 12-month period preceding the claim, or
• USD $25,000 (twenty-five thousand dollars)

10.2 No Consequential Damages

Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, lost revenue, lost goodwill, or loss of business opportunities.

10.3 Super-Cap for Carve-Outs

For claims arising from breach of confidentiality obligations, indemnification claims, or gross negligence/willful misconduct, the aggregate liability cap shall be 2x the general cap set forth in Section 10.1.

10.4 Risk Allocation

The fees charged reflect the allocation of risk set forth in this Section. The limitations of liability are a material basis of the bargain between the parties.

11. Indemnification

11.1 Consultant Indemnification

Consultant shall defend, indemnify, and hold harmless Client from third-party claims alleging that the Deliverables, as originally delivered and used as authorized, infringe a third party's intellectual property rights.

11.2 Consultant Remedies

If a Deliverable is found or reasonably believed to infringe, Consultant may, at its sole option: (a) procure the right for Client to continue using the Deliverable; (b) modify or replace the infringing component; or (c) terminate the applicable SOW and provide a pro rata refund of prepaid fees.

11.3 Client Indemnification

Client shall defend, indemnify, and hold harmless Consultant from claims arising from: Client Data, unauthorized use of Deliverables, unauthorized modifications, and Client's own products or business decisions.

11.4 Procedure

The indemnified party shall provide prompt written notice of any claim. The indemnifying party shall have the right to control the defense of such claim.

12. Term & Termination

12.1 Term

This Agreement commences on the Effective Date and automatically renews for successive 1-year terms unless either party provides at least 30 days' written notice of non-renewal.

12.2 Termination for Convenience

Either party may terminate this Agreement or any SOW for convenience upon 30 days' written notice. Client shall pay all amounts earned through the effective date of termination, plus any applicable early termination fees.

12.3 Termination for Cause

Either party may terminate for cause if the other party commits a material breach and fails to cure within 15 days of written notice. Either party may terminate immediately upon the other party's insolvency or bankruptcy.

12.4 Effects of Termination

Upon termination, all payment obligations become immediately due. Confidentiality and data handling obligations continue in accordance with their terms. Consultant shall provide up to 30 days of transition assistance at then-current rates.

12.5 Survival

Sections 4, 5, 6, 7, 8.2, 8.3, 9.3, 9.4, 10, 11, 12.4, 12.5, 14, 15, and 16 shall survive termination or expiration of this Agreement.

13. Insurance

Consultant shall maintain commercially reasonable insurance coverage appropriate for the nature of its business, which may include:

• Commercial general liability
• Workers' compensation (as required by law)
• Professional liability / errors & omissions (E&O)
• Cyber and privacy liability

Specific coverage limits may be specified in individual SOWs where required.

14. Non-Solicitation & Non-Circumvention

14.1 Non-Solicitation

During the term and for 12 months after termination, neither party shall directly solicit or hire the other party's employees or contractors. This restriction does not apply to general solicitations not targeted at the other party's personnel.

14.2 Non-Circumvention

For a period of 12 months following the termination of the applicable SOW, Client shall not bypass Consultant to directly hire introduced subcontractors or provide Consultant's proprietary materials to third parties for replication. This restriction does not limit Client's ability to purchase generally available products or services.

15. Dispute Resolution

15.1 Escalation

The parties shall first attempt to resolve disputes through executive-level discussions.

15.2 Mediation

If the dispute is not resolved within 30 days, either party may initiate non-binding mediation in Snohomish County, Washington (or another mutually agreed location in Washington State).

15.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflict-of-law rules.

15.4 Venue

The parties consent to the exclusive jurisdiction of the state and federal courts located in Snohomish County, Washington.

15.5 Prevailing Party

The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs.

16. General Provisions

• Assignment: Neither party may assign its rights or obligations without prior written consent, except in connection with affiliates, mergers, or acquisitions
• Notices: Written notices may be delivered by personal delivery, courier, certified mail, or email with confirmation of receipt
• Force Majeure: Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, labor disputes, internet failures, government acts, or Third-Party Tool outages
• Entire Agreement: This Agreement, together with any executed SOWs, constitutes the entire agreement between the parties. Amendments require written agreement signed by both parties.
• Severability: If any provision is found unenforceable, the remaining provisions shall continue in full force and effect
• No Waiver: Failure to enforce any provision shall not constitute a waiver of such provision
• Counterparts: This Agreement may be executed in counterparts, and electronic signatures shall be deemed valid
• Controlling Language: English is the controlling language for all agreements and communications

Technology Partners (Illustrative Categories)

In delivering Services, Consultant may utilize third-party tools and platforms in the following categories:

This list is illustrative and may be updated periodically. Clients will be notified of material changes to sub-processors handling their data.

Contact Information

For questions about these Terms or our services, please contact us: