Terms of Service

These Terms of Service ("Terms") govern your access to and use of the AI-powered business infrastructure services ("Service") provided by Huffman AI Solutions LLC ("Company," "we," "us," or "our"), a North Carolina limited liability company.

By signing up for, accessing, or using the Service, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, do not use the Service.

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the AI-powered business infrastructure services ("Service") provided by Huffman AI Solutions LLC ("Company," "we," "us," or "our"), a North Carolina limited liability company.

By signing up for, accessing, or using the Service, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, do not use the Service.

IMPORTANT: The Service is an AI-powered software and infrastructure offering. It does not create an employment relationship, agency relationship, or fiduciary duty between you and Huffman AI Solutions or any third party unless explicitly stated in a separate written agreement.

2. Service Description

2.1 What We Provide

We provide comprehensive AI-powered business infrastructure services including (but not limited to):

• Operational automation (email management, scheduling, task coordination)
• Business process automation (CRM management, data organization, workflow optimization)
• Recruiting assistance (candidate tracking, interview coordination, follow-up automation)
• Strategic guidance and business development support
• Ongoing monitoring and performance optimization
• Daily briefings and pipeline management
• Custom integrations and process design

The specific services provided under your engagement are defined in your Service Agreement or Statement of Work.

2.2 Service Model

The Service is delivered under one of three engagement models:

2.3 Service Limitations

• The Service uses artificial intelligence and may make errors
• You are responsible for reviewing and approving all AI-generated outputs before they are used
• Time savings and revenue estimates are illustrative and may vary based on usage, workflow, and business volume
• You remain responsible for final business decisions, legal compliance, and regulatory adherence
• Service availability and performance depend on third-party infrastructure (AWS, Anthropic, etc.)

3. Pricing and Payment

3.1 Pricing Models

Subscription Model (Fixed Monthly/Annual Fee):

• Starting at $500/month for defined-scope service
• Billed monthly in advance on the first day of each billing cycle
• Pricing may vary based on service scope, business complexity, and usage tier
• Specific pricing defined in your Service Agreement or Statement of Work

Profit Sharing Model (Revenue/Profit Percentage):

• Service fees are calculated as a percentage of monthly/quarterly business revenue or profit (as defined in agreement)
• Payment due within 30 days of each reporting period
• Specific percentage and calculation method defined in your Profit Sharing Agreement
• You may audit our calculations with reasonable notice

Equity Partnership Model (Equity Stake):

• Service is provided in exchange for equity ownership (up to 50% as defined in agreement)
• No monthly or subscription fees
• Specific equity percentage, vesting schedule, and governance rights defined in your Equity Agreement
• Standard investor rights and protections apply

3.2 Billing and Payment Terms

• Payment is due via credit card, ACH transfer, or other mutually agreed method
• Failed payments may result in service suspension after 5 business days
• For Subscription and Profit Sharing models, all fees are non-refundable except as specified in Section 4 (Trial Guarantee)
• For Equity model, no refunds apply (equity ownership is permanent)

3.3 Price Changes (Subscription and Profit Sharing Models Only)

• We may change pricing with 30 days' advance written notice
• Price changes do not affect your current billing cycle
• For Equity partnerships, equity percentage is fixed per agreement

4. Free Trial and Performance Guarantee

4.1 Trial Period (Subscription and Profit Sharing Models)

New clients on Subscription or Profit Sharing models receive a 30-day Free Trial:

• No payment required during trial
• Full access to the Service
• You may cancel at any time with no obligation
• Trial period allows mutual evaluation of fit and performance

4.2 Equity Partnership Trial

Equity partnerships include a 30–90 day initial engagement during which:

• Company deploys Service resources and builds infrastructure
• Both parties evaluate business fit and performance expectations
• Either party may terminate with written notice (governance terms in Equity Agreement)

4.4 Limitations

• Guarantee applies only to Subscription and Profit Sharing models (not Equity)
• Guarantee does not apply if you violate these Terms or the Service Agreement
• One guarantee claim per company
• We may audit your usage and performance metrics

5. Cancellation, Termination, and Refunds

5.1 Subscription Model — Cancellation

You may cancel your subscription at any time by emailing support@huffmansolutionsai.com with 30 days' written notice.

• Cancellation is effective at the end of your current billing cycle
• You will retain access to the Service until the end of the paid period
• No refunds for partial months
• All your business data remains your property; we will export or delete it per your request

5.2 Profit Sharing Model — Termination

Either party may terminate the Profit Sharing engagement with 60 days' written notice. Specific wind-down procedures and final payment calculations are defined in your Profit Sharing Agreement.

5.3 Equity Partnership Model — Termination

Equity partnerships have specific termination provisions defined in your Equity Agreement, including:

• Buyout options and pricing
• Equity disposition and vesting schedules
• Transition support and wind-down procedures
• Non-compete and confidentiality obligations

5.4 Our Right to Suspend or Terminate

We may suspend or terminate your access immediately if:

• You violate these Terms or your Service Agreement
• Your payment fails and you do not resolve it within 5 business days (Subscription/Profit Sharing models)
• Your use of the Service poses a security risk or legal liability
• You engage in abusive, fraudulent, or illegal activity
• For Equity partnerships, other material breaches as defined in your Equity Agreement

6. Data Privacy and Security

6.1 Data We Collect

To provide the Service, we may access and process:

• Business communications (email, messages, documents)
• Calendar and scheduling information
• Customer and business contact data
• Financial information (for Profit Sharing model only, as needed)
• Business metrics and performance data (for Equity partnerships)
• Operational and workflow data
• Integrations with your business systems (CRM, accounting software, etc.)

Specific data collection is defined in your Service Agreement.

6.2 How We Use Data

• Service Delivery: To operate the Service and perform contracted tasks
• AI Training: To train the AI on your business practices and communication style (your data only, never shared with other clients)
• Performance Monitoring: To measure and report on Service effectiveness
• Optimization: To improve Service quality for your business (anonymized and aggregated only)
• Reporting: For Profit Sharing and Equity models, to calculate fees or track business performance

6.3 Data Sharing

We share data only with:

• Anthropic (Claude API): To generate AI responses (per Anthropic's privacy policy)
• Hosting and infrastructure providers: For secure data storage and processing
• Payment processors: For billing (no confidential business data shared)
• Third-party integrations: Only with your explicit authorization (CRM, accounting software, etc.)

We do NOT sell your business data or use it to train generalized AI models accessible to others.

6.4 Data Security

• All data is encrypted in transit (TLS 1.3) and at rest (AES-256)
• Access is restricted to authorized Company personnel with need-to-know
• For Equity partners: Company personnel may have operational access to confidential business data as required for partnership management
• We conduct regular security audits and maintain industry-standard security practices

6.5 Data Retention

• Active accounts: Retained for the duration of your engagement
• Subscription/Profit Sharing cancellation: Data deleted within 90 days (or per your request)
• Equity partnership termination: Data handling defined in Equity Agreement (may require longer retention for business continuity)
• Backup data: Retained for 30 days after deletion for disaster recovery
• Legal/tax records: Retained per applicable law (typically 7 years)

6.6 Your Data Rights

You may request access to, correction of, deletion of, or export of your data. Email data-privacy@huffmansolutionsai.com for all data requests.

6.7 Privacy Policy

Our full Privacy Policy is available at huffmansolutionsai.com/privacy and is incorporated into these Terms by reference.

7. Your Responsibilities and Compliance

7.1 Account Security and Confidentiality

• You are responsible for maintaining the confidentiality of your login credentials and API keys
• You must notify us immediately of any unauthorized access or security incidents
• For Equity partnerships: You must maintain reasonable security practices to protect shared business systems

7.2 Lawful Use

You agree to:

• Use the Service only for lawful business purposes
• Comply with all applicable laws and regulations (employment law, data protection, etc.)
• Not use the Service to send spam or unsolicited communications
• Not use the Service for fraudulent, illegal, or harmful activities
• Not attempt to reverse-engineer, hack, or abuse the Service
• Ensure all use complies with third-party terms of service (LinkedIn, CRM providers, etc.)

7.3 Human Oversight and Decision-Making

You agree to:

• Review all AI-generated outputs (communications, reports, recommendations) before use
• Make all final business decisions yourself (hiring, financial, strategic, etc.)
• Take responsibility for business outcomes resulting from your decisions
• Ensure compliance with employment laws and non-discrimination requirements
• Disclose AI assistance to customers/candidates where legally required

7.4 Business Compliance

You are responsible for:

• Compliance with all local, state, and federal business laws
• Proper licensing, permits, and regulatory filings for your business
• Tax compliance and financial reporting
• Compliance with third-party terms of service (payment processors, CRM, accounting software, etc.)

7.5 Equity Partnership Additional Obligations

If you engage through the Equity model, you also agree to:

• Provide accurate business information and financial reporting
• Operate in good faith and in the best interests of the business
• Comply with governance provisions in your Equity Agreement
• Notify us of material business changes, challenges, or liabilities
• Maintain insurance and legal compliance as expected of a professional business

8. Intellectual Property

8.1 Our IP

The Service, including all software, algorithms, designs, documentation, and infrastructure, is owned by Huffman AI Solutions and is protected by copyright, trademark, and trade secret laws.

8.2 Your IP and Business Assets

You retain ownership of:

• Your business data, customer information, and confidential processes
• Your business communications, templates, and strategies
• Your brand, trademarks, and business intellectual property

For Equity partnerships, you and Company are co-owners of joint business IP as defined in your Equity Agreement.

8.3 AI-Generated Content

Content generated by the AI (communications, reports, recommendations, etc.) is owned by you once created. However:

• We may use anonymized/aggregated insights to improve the Service
• You are solely responsible for the accuracy and legality of AI-generated content you choose to use
• For Equity partners: Company retains rights to general methodologies and processes (not your specific business data)

9. Warranties and Disclaimers

9.1 Service Availability

We strive for high availability but do not guarantee uninterrupted access. The Service is provided "AS IS" and "AS AVAILABLE."

9.2 AI Accuracy

WE DO NOT WARRANT THAT THE AI WILL BE ERROR-FREE. AI-generated content may contain mistakes, inaccuracies, or inappropriate language. You are responsible for reviewing all outputs before use.

9.3 No Liability for Business Decisions

WE ARE NOT RESPONSIBLE FOR YOUR BUSINESS DECISIONS OR OUTCOMES. You are solely responsible for all final decisions, compliance with law, and business outcomes resulting from your use of the Service.

9.4 Performance and Results

• Time savings, revenue projections, and business improvement estimates are illustrative only
• Actual results depend on your execution, market conditions, and business factors beyond our control
• We do not guarantee specific business results or financial outcomes

9.5 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

10.1 Liability Cap

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

For Equity partnerships where no cash was exchanged, liability is limited to the lesser of (a) the fair market value of the equity stake, or (b) $100,000.

10.2 Excluded Damages

WE ARE NOT LIABLE FOR: LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES; DATA LOSS OR CORRUPTION (YOU ARE RESPONSIBLE FOR BACKUPS); INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; THIRD-PARTY CLAIMS OR LIABILITIES; CLAIMS ARISING FROM YOUR VIOLATION OF LAW OR THIRD-PARTY RIGHTS; ERRORS OR OMISSIONS IN AI-GENERATED CONTENT; OR BUSINESS OUTCOMES OR MARKET CONDITIONS.

10.3 Exceptions

These limitations do not apply to our gross negligence or willful misconduct, liability that cannot be excluded under North Carolina law, or indemnification obligations (Section 11).

11. Indemnification

You agree to indemnify, defend, and hold harmless Huffman AI Solutions, its officers, employees, and contractors from any claims, damages, or expenses (including attorney fees) arising from:

• Your use of the Service
• Your violation of these Terms or applicable law
• Your business decisions or operations
• Your hiring, employment, or customer decisions
• Third-party claims related to your business
• Any content, data, or communications you provide to the Service

12. Dispute Resolution and Governing Law

12.1 Governing Law

These Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-law principles.

12.2 Arbitration

Any dispute arising from these Terms or the Service shall be resolved through binding arbitration in Mecklenburg County, North Carolina, under the rules of the American Arbitration Association.

Exception: Either party may seek injunctive relief in court to protect intellectual property, confidential information, or enforce non-compete obligations.

12.3 Class Action Waiver

You agree to resolve disputes individually and waive the right to participate in class actions or class arbitrations.

12.4 Equity Partnership Disputes

For disputes related to Equity partnerships, additional dispute resolution procedures may be defined in your Equity Agreement.

13. General Provisions

• Entire Agreement: These Terms (including the Privacy Policy and any Service Agreement) constitute the entire agreement between you and Huffman AI Solutions regarding the Service.
• Amendments: We may update these Terms at any time. Material changes will be communicated via email 30 days in advance. Continued use after changes constitutes acceptance. For Equity partnerships and Profit Sharing agreements, amendments require mutual written consent.
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
• No Waiver: Our failure to enforce any provision does not waive our right to enforce it later.
• Assignment — Subscription Model: You may not assign without our written consent. We may assign to a successor or affiliate.
• Assignment — Profit Sharing Model: Assignment requires mutual written consent.
• Assignment — Equity Partnership: Assignment is governed by your Equity Agreement.
• Counterparts and Electronic Signatures: These Terms and any Service Agreements may be executed in counterparts and electronically. Electronic signatures are binding and enforceable.

14. Contact Information