Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and AI5 Consulting ("Company," "we," "us," or "our"), a consulting firm located in Texas, USA. These Terms govern your access to and use of our website at www.ai5consulting.com (the "Website") and any consulting services we provide (the "Services").

By accessing our Website or engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our Website or Services.

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 such entity to these Terms.

2. Description of Services

AI5 Consulting provides artificial intelligence consulting services to businesses, including but not limited to: Business Assessment and AI Readiness Evaluation, AI Strategy and Roadmap Development, AI Implementation and Integration, Team Training and Adoption Programs, Fractional CIO/CTO Services, and Individual AI Skills Training.

The specific scope, deliverables, timeline, and compensation for any engagement will be detailed in a separate written engagement agreement, statement of work, or proposal (collectively, "Engagement Agreement") between you and the Company. Each Engagement Agreement incorporates these Terms by reference. In the event of any conflict between these Terms and an Engagement Agreement, the Engagement Agreement shall control with respect to that specific engagement.

3. Geographic Limitations

Our Services are available exclusively to clients located within the United States, with the exception of California. We do not provide Services to individuals or entities located outside the United States or within the state of California. By engaging our Services, you represent and warrant that you are located within our service area.

4. Client Obligations

To enable us to perform our Services effectively, you agree to: provide accurate, complete, and timely information, data, and materials as reasonably requested; ensure that you have all necessary rights, permissions, and authorizations to share information with us, including any third-party data or intellectual property; designate a primary point of contact with authority to make decisions on your behalf; respond to our communications and requests in a timely manner; and provide reasonable access to your personnel, systems, and facilities as needed for the engagement.

You acknowledge that delays or failures in meeting your obligations may impact our ability to deliver Services on schedule and may result in additional fees as specified in your Engagement Agreement.

5. Confidentiality

5.1 Confidential Information

In the course of providing Services, both parties may disclose confidential or proprietary information to the other. "Confidential Information" includes, but is not limited to: business processes, workflows, and procedures; organizational structures and personnel information; sales data, customer lists, and pricing information; financial information and projections; trade secrets, technical data, and know-how; revenue and financial statements provided for compensation verification purposes; and any information designated as confidential or that reasonably should be understood to be confidential.

5.2 Obligations

Each party agrees to: hold the other party's Confidential Information in strict confidence; use Confidential Information only for purposes of the engagement; not disclose Confidential Information to third parties without prior written consent, except as required by law or as necessary to perform the Services; and take reasonable measures to protect Confidential Information from unauthorized disclosure.

5.3 Financial Information for Compensation Verification

Where compensation includes revenue sharing, you agree to provide certified revenue statements as specified in Section 8. All financial information provided for compensation verification purposes shall be treated as Confidential Information and used solely for the purpose of calculating and verifying amounts owed under the Engagement Agreement. We shall not disclose such financial information to any third party except as required by law or with your prior written consent.

5.4 Exceptions

Confidential Information does not include 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 by the receiving party without use of Confidential Information; or is rightfully obtained from a third party without restriction.

6. Use of Artificial Intelligence Tools

You acknowledge and agree that we may utilize third-party artificial intelligence platforms and tools to analyze data and develop solutions in connection with our Services. We use only paid, commercial-grade AI services that provide enhanced privacy protections and do not use client data to train their models.

We will implement appropriate safeguards to protect the confidentiality of your information during AI processing. The specific terms governing the use of AI tools, including any limitations or requirements, will be addressed in your Engagement Agreement.

7. Intellectual Property

7.1 Client Materials

You retain all rights, title, and interest in and to any data, materials, or intellectual property you provide to us in connection with an engagement ("Client Materials"). You grant us a limited, non-exclusive license to use Client Materials solely for the purpose of providing the Services.

7.2 Deliverables

Subject to payment of all amounts due (including any outstanding retainer, revenue share, or other compensation), you will own all rights, title, and interest in and to the specific deliverables created for you under an Engagement Agreement ("Deliverables"), excluding any Pre-Existing Materials incorporated therein.

7.3 Pre-Existing Materials

We retain all rights, title, and interest in and to any tools, methodologies, frameworks, templates, know-how, and other materials that we developed prior to or independent of any engagement, or that we develop for general use across multiple clients ("Pre-Existing Materials"). To the extent Pre-Existing Materials are incorporated into Deliverables, we grant you a non-exclusive, perpetual, royalty-free license to use such Pre-Existing Materials solely as part of the Deliverables.

7.4 General Knowledge

Nothing in these Terms shall prevent us from using general knowledge, skills, experience, and ideas acquired during an engagement, provided that such use does not disclose your Confidential Information.

7.5 Equity Interest and Intellectual Property

Where the Company receives equity compensation as part of an engagement, such equity interest shall not grant the Company any rights to your intellectual property beyond what is expressly provided in this Section 7. The Company's rights as an equity holder shall be governed solely by the applicable equity documents (such as an Operating Agreement, Stockholders Agreement, or similar instrument) and shall be separate and distinct from the intellectual property provisions of these Terms.

8. Compensation

Compensation for Services may consist of one or more of the following components, as specified in your Engagement Agreement: monthly retainer, revenue sharing, and equity compensation. The specific amounts, percentages, terms, and conditions for each component shall be set forth in the Engagement Agreement.

8.1 Monthly Retainer

Where compensation includes a monthly retainer, the retainer amount, payment schedule, and any provisions regarding unused time or scope adjustments shall be specified in the Engagement Agreement. Unless otherwise stated in the Engagement Agreement: retainer payments are due on or before the first day of each month; retainers are non-refundable once the service period has commenced; and late payments will accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

8.2 Revenue Sharing

Where compensation includes revenue sharing, the Engagement Agreement shall specify: the percentage of revenue to be shared; the definition of revenue for calculation purposes (including any exclusions or adjustments); the payment frequency and timing; and the duration of the revenue sharing arrangement.

To enable verification of revenue share calculations, you agree to provide certified revenue statements at the frequency specified in the Engagement Agreement (or quarterly if not specified). Certified revenue statements shall be signed by an authorized officer of your company attesting to the accuracy of the reported revenue figures. We shall treat all such statements as Confidential Information in accordance with Section 5.

Revenue sharing obligations shall survive termination of the engagement as specified in the Engagement Agreement. Unless otherwise specified, revenue sharing obligations continue in perpetuity according to the terms established in the Engagement Agreement.

8.3 Equity Compensation

Where compensation includes equity (such as LLC membership units, corporate stock, or other ownership interests), the Engagement Agreement shall reference the equity arrangement and the parties shall execute separate equity documentation appropriate to your entity type, which may include amendments to Operating Agreements, Stock Purchase Agreements, Subscription Agreements, or similar instruments.

The specific terms of equity grants, including percentage, vesting schedule (if any), transfer restrictions, dilution provisions, voting rights, and other terms, shall be governed by the applicable equity documents. In the event of any conflict between these Terms and the equity documents, the equity documents shall control with respect to matters of equity ownership.

Equity interests, once vested or granted, shall survive termination of the consulting engagement unless otherwise specified in the equity documents.

8.4 Payment Terms

Unless otherwise stated in the Engagement Agreement: all invoices are due within thirty (30) days of the invoice date; you are responsible for all costs of collection, including reasonable attorneys' fees, for any overdue amounts; and we reserve the right to suspend Services if any payment is more than thirty (30) days overdue, provided that such suspension shall not affect your ongoing revenue sharing or equity obligations.

9. Term and Termination

9.1 Term

These Terms remain in effect until terminated. The term of any specific engagement will be as set forth in the applicable Engagement Agreement.

9.2 Termination for Convenience

Either party may terminate an engagement by providing thirty (30) days' written notice to the other party, unless otherwise specified in the Engagement Agreement.

9.3 Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party: materially breaches these Terms or the Engagement Agreement and fails to cure such breach within fifteen (15) days of receiving written notice; becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.

9.4 Effect of Termination

Upon termination of an engagement: you shall pay for all Services rendered through the termination date, including any prorated retainer amounts owed; we will return or destroy your Confidential Information upon request, subject to legal retention requirements; and provisions regarding confidentiality, intellectual property, limitation of liability, indemnification, and governing law shall survive termination.

9.5 Survival of Compensation Rights

Termination of an engagement shall not affect: revenue sharing obligations, which shall continue according to the terms specified in the Engagement Agreement; equity interests, which shall continue to be governed by the applicable equity documents; or your obligation to provide certified revenue statements for ongoing revenue share calculations. The confidentiality provisions of Section 5 shall continue to apply to any financial information provided for compensation verification purposes after termination.

10. Equity Holder Acknowledgment and Competitive Engagements

10.1 Separation of Roles

Where the Company receives equity compensation, you acknowledge and agree that: the Company's role as a consultant and its role as an equity holder are separate and distinct; the Company's duties and obligations as a consultant are limited to those expressly set forth in these Terms and the applicable Engagement Agreement; the Company's rights and obligations as an equity holder are governed solely by the applicable equity documents and governing law; and the Company does not assume any fiduciary duties to you or your other equity holders by virtue of receiving equity compensation, except as may be expressly imposed by applicable law or the equity documents.

10.2 Competitive Engagements

The Company provides consulting services to multiple clients and may engage with businesses that operate in the same or similar industries as you. If, during the term of an active engagement, the Company enters into or is already party to an engagement with a business that directly competes with you in your primary market, the Company shall disclose the existence of such competitive engagement to you in writing within a reasonable time. Such disclosure shall identify the existence of the competitive relationship but shall not disclose the identity of the other client or any Confidential Information.

Upon receiving such disclosure, you may request a discussion regarding appropriate safeguards to protect your Confidential Information. The Company shall implement reasonable measures to prevent the disclosure or misuse of your Confidential Information in connection with any competitive engagement, which may include information barriers or limitations on personnel involvement.

Nothing in this Section 10.2 shall require the Company to decline or terminate any engagement, nor shall the existence of a competitive engagement constitute a breach of these Terms, provided that the Company complies with the disclosure and confidentiality obligations set forth herein.

11. Warranties and Disclaimers

11.1 Company Warranties

We warrant that: Services will be performed in a professional and workmanlike manner consistent with industry standards; we have the right to enter into these Terms and perform our obligations; and our personnel have the qualifications and experience necessary to perform the Services.

11.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." 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 SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

11.3 No Guarantee of Results

You acknowledge that AI implementation and business process optimization involve inherent uncertainties. We do not guarantee any specific results, outcomes, cost savings, revenue increases, or return on investment from our Services. Any projections, estimates, or forecasts provided are for planning purposes only and are not guarantees of future performance. The inclusion of revenue sharing or equity compensation in an engagement does not constitute a guarantee of business success or profitability.

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL CASH COMPENSATION ACTUALLY PAID BY YOU TO US UNDER THE APPLICABLE ENGAGEMENT AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR PURPOSES OF THIS LIMITATION, "CASH COMPENSATION" MEANS RETAINER PAYMENTS AND REVENUE SHARE PAYMENTS ACTUALLY RECEIVED, AND EXPRESSLY EXCLUDES THE VALUE OF ANY EQUITY INTERESTS GRANTED.

12.3 Exceptions

The limitations in this Section 12 shall not apply to: breaches of confidentiality obligations; gross negligence or willful misconduct; indemnification obligations under Section 13; or fraud or intentional misrepresentation in certified revenue statements.

13. Indemnification

You agree to indemnify, defend, and hold harmless AI5 Consulting, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: your breach of these Terms or any Engagement Agreement; your violation of any applicable law or regulation; any claim that your Client Materials infringe or misappropriate any third-party intellectual property or other rights; your negligent or wrongful acts or omissions; or any material misrepresentation in certified revenue statements provided under Section 8.

14. Website Use

When using our Website, you agree not to: use the Website for any unlawful purpose or in violation of these Terms; attempt to gain unauthorized access to any portion of the Website or any systems or networks connected to the Website; use any automated means to access the Website or collect information from it; interfere with or disrupt the Website or servers or networks connected to it; or transmit any viruses, malware, or other malicious code.

The content on our Website, including text, graphics, logos, and images, is owned by AI5 Consulting and protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from Website content without our prior written consent.

15. Dispute Resolution

In the event of any dispute arising out of or related to these Terms or any engagement, the parties agree to first attempt to resolve the matter through good faith negotiations. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may pursue legal remedies as provided herein.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in Texas, and the parties hereby consent to the personal jurisdiction of such courts.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy, any Engagement Agreement, and any equity documents, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, understandings, and communications.

17.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be effective upon posting to the Website with an updated effective date. Your continued use of the Website or Services after such changes constitutes acceptance of the modified Terms. Notwithstanding the foregoing, changes to these Terms shall not retroactively affect the terms of any existing Engagement Agreement without mutual written consent.

17.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

17.4 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

17.5 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction, provided that any assignment shall not affect our obligations under any existing Engagement Agreement.

17.6 Independent Contractor

The relationship between the parties is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship. The Company's receipt of equity compensation does not change the independent contractor relationship with respect to the provision of Services.

17.7 Force Majeure

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, war, terrorism, labor disputes, government actions, power failures, or internet disruptions.

17.8 Notices

All notices under these Terms shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified mail, return receipt requested, to the addresses specified by each party.

18. Contact Information

If you have questions about these Terms of Service, please contact us at:

AI5 Consulting
Website: www.ai5consulting.com
Contact Form: www.ai5consulting.com/contact.html

19. Acknowledgment

By using our Website or engaging our Services, you acknowledge that you have read these Terms of Service, understand them, and agree to be bound by their terms and conditions.