Terms of Service & Master Consulting Conditions

1. Acceptance of Terms & Authority

By accessing or using https://www.allenaisolutions.com or https://assessment.allenaisolutions.com, completing an online assessment, or contracting for consulting deliverables, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you are entering into these Terms on behalf of a company, corporate entity, or legal partnership, you represent and warrant that you possess full legal authority to bind that organization to these provisions.

2. Services & Statement of Work (SOW) Precedence

Allen AI Solutions provides executive artificial intelligence strategy consulting, technical readiness audits, private large language model (LLM) system integrations, zero-data-retention security architectures, and custom workflow automation engineering.

Specific consulting engagements, deliverable milestones, project timelines, fees, and service level agreements (SLAs) shall be formalized in a separate written Statement of Work (“SOW”) or Master Services Agreement (“MSA”) signed by both parties. In the event of a direct conflict between these general website Terms and an executed SOW or MSA, the provisions of the executed SOW or MSA shall govern.

3. Online Assessments, ROI Calculators & Illustrative Blueprints

Interactive diagnostics made available on our website—including the Quick Readiness Check, Detailed AI Readiness Assessment, annual savings ROI estimators, and portfolio blueprint scenarios—are provided solely for educational, preliminary diagnostic, and illustrative purposes:

• Diagnostic Benchmarks: Assessment scores and ROI calculations represent directional diagnostic estimates based on standard operational benchmarks, not binding performance commitments or financial guarantees. Free website tools are distinct from our paid AI Opportunity Assessment and custom advisory engagements, which are governed by formal client agreements.
• Illustrative Architecture Blueprints: Case study summaries and architectural blueprints published on the website illustrate methodologies and technical capabilities and are clearly labeled as illustrative engineering blueprints rather than verified client warranties.
• No Fiduciary Reliance: Website calculations do not constitute formal architectural, accounting, tax, or legal advice. Formal enterprise recommendations require a dedicated discovery engagement.

4. Client Responsibilities & System Access

To enable successful delivery of consulting services, Client agrees to:

• Provide accurate, complete operational information and timely stakeholder feedback;
• Designate an authorized project lead with decision-making authority;
• Furnish authorized, secure access to relevant sandbox environments, API endpoints, or staging infrastructure as required by the applicable SOW; and
• Ensure that all data and system access provided to Allen AI Solutions complies with Client’s internal corporate policies, employment agreements, and applicable regulatory obligations.

5. Confidentiality & Enterprise Zero-Data-Retention Guarantee

Both parties agree that all technical specifications, business logic, customer datasets, source code, financial records, and operational SOPs exchanged during an engagement constitute Confidential Information:

• Non-Disclosure: Confidential Information shall be protected with at least reasonable care, restricted to personnel with a need to know, and never disclosed to unauthorized third parties without prior written consent.
• Zero Foundation Model Training: Allen AI Solutions contractually guarantees that Client proprietary data, system prompts, operational workflows, and private data stores will never be submitted to public foundation model training sets or logged for public algorithmic reinforcement.
• Isolated Perimeter Deployment: When specified in an SOW, all machine learning pipelines, LLM inference endpoints, and vector stores are deployed within Client-owned virtual private clouds (VPCs) or air-gapped on-premise infrastructure.

6. Intellectual Property Rights & Deliverable Ownership

Intellectual property rights are structured to provide complete commercial ownership for clients while safeguarding our core advisory toolkits:

• Client Work Product: Upon full and final payment of all fees specified in an applicable SOW, Client shall own all right, title, and interest in bespoke code, custom automation scripts, tailored architectural documentation, and workflow deliverables created specifically for Client.
• Company Background IP: Allen AI Solutions retains sole ownership of all pre-existing software libraries, architectural frameworks, assessment rubrics, calculation engines, reusable prompt templates, and general engineering know-how developed prior to or independently of the engagement. Company grants Client a non-exclusive, perpetual, worldwide, royalty-free license to utilize such Background IP solely to the extent incorporated into Client deliverables.

7. Invoicing, Fees & Payment Terms

Client engagements are billed on a fixed-fee milestone basis, advisory retainer, or custom SOW schedule:

• Invoicing: Engagements are initiated through formal invoicing post-discovery call. Standard invoices are payable within fifteen (15) days of invoice date (“Net 15”) via ACH transfer, corporate wire, or designated corporate card processing unless otherwise defined in an SOW.
• Late Payments: Unpaid balances past the due date may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permissible under the Texas Prompt Payment Act, plus reasonable collection costs.
• Taxes: Fees are exclusive of all applicable federal, state, or local sales, use, or value-added taxes, which remain Client’s responsibility.

8. Third-Party Infrastructure & Upstream AI Model Disclaimers

Our consulting deliverables may interface with third-party cloud infrastructure (e.g., AWS, Microsoft Azure, Google Cloud Platform, Cloudflare, Hostinger) and foundational AI model APIs (e.g., OpenAI, Anthropic, Google Cloud Vertex AI):

• No Upstream Liability: We are not responsible for service outages, rate limits, unilateral API deprecations, or latency fluctuations caused by external third-party cloud or foundation model providers.
• AI Output Nondeterminism: Large language models and generative AI systems operate probabilistically and may produce nondeterministic or inaccurate outputs (“hallucinations”). Client acknowledges responsibility for reviewing critical automated outputs and maintaining human-in-the-loop governance as advised in our strategic roadmaps.

9. Warranties & Express Disclaimers

Allen AI Solutions warrants that services will be performed in a professional, workmanlike manner adhering to standard enterprise software engineering practices.

EXCEPT AS EXPRESSLY SET FORTH IN A FORMAL SOW, OUR SERVICES, CODE DELIVERABLES, AND WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT GUARANTEE SPECIFIC REVENUE INCREASES, COST REDUCTIONS, OR ERROR-FREE CONTINUOUS AI SYSTEM OPERATION.

10. Mutual Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, DATA CORRUPTION, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR OUR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING UNDER OR RELATED TO ANY SOW OR THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO ALLEN AI SOLUTIONS UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

11. Mutual Indemnification

By Company: Company agrees to defend and indemnify Client against any third-party legal claim alleging that Company Deliverables directly infringe any United States copyright or trade secret.

By Client: Client agrees to defend and indemnify Company against third-party claims arising from Client’s breach of applicable laws, unauthorized data provisioning, or modification of Company Deliverables contrary to our architectural guidelines.

12. Term & Termination

Either party may terminate an active SOW upon thirty (30) days written notice for convenience, or immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within fifteen (15) days of written notification. Upon termination, Client shall pay for all authorized deliverables completed and expenses incurred through the effective termination date.

13. Governing Law, Exclusive Venue & Dispute Resolution

These Terms and all disputes arising out of consulting engagements shall be governed by, interpreted, and enforced under the laws of the State of Texas, without regard to conflict of laws principles.

Informal Resolution: Prior to initiating formal litigation, the parties agree to engage in good-faith executive negotiations for at least thirty (30) days following written notification of a dispute.

Exclusive Venue: If informal negotiation fails, any legal action or proceeding arising under these Terms shall be instituted exclusively in the state or federal courts located in Collin County, Texas. Both parties consent to the personal jurisdiction of such courts.

14. Severability & Entire Agreement

If any provision of these Terms is found invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. These Terms, together with our Privacy Policy and any executed SOW or MSA, constitute the entire agreement between the parties regarding the subject matter hereof.

15. Legal Notices & Contact Information

For questions, legal notices, or formal communications regarding these Terms, contact: