Terms of Service

1. Acceptance of Terms

By accessing or using the website, services, or any deliverables provided by Northstar Agentics, LLC ("Northstar Agentics," "we," "us," or "our"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not access or use our services. Your continued use of our website or engagement of our services constitutes your acceptance of these Terms as they may be amended from time to time.

2. Description of Services

Northstar Agentics provides AI consulting services to small and medium-sized businesses, including but not limited to:

• AI strategy consulting and readiness assessments
• Workflow automation design and implementation
• AI tool identification, evaluation, and integration
• Custom AI solution development
• Team training and adoption support
• Ongoing optimization and support services

The specific scope of services for each engagement will be defined in a separate Statement of Work ("SOW") or service agreement. Results from AI consulting and implementation services may vary based on numerous factors, including but not limited to the Client's existing infrastructure, data quality, team adoption, and market conditions. Northstar Agentics does not guarantee specific business outcomes, revenue increases, cost savings, or return on investment (ROI) from any services provided.

3. Client Responsibilities

To enable effective delivery of our services, the Client agrees to:

• Provide accurate, complete, and timely information, data, and access to systems as reasonably required for the performance of services
• Designate a primary point of contact with decision-making authority to collaborate with our team
• Cooperate in good faith during all phases of implementation, including testing and deployment
• Assume full responsibility for the use, deployment, and outcomes of AI tools, recommendations, and solutions implemented based on our guidance
• Ensure that any use of AI tools and deliverables complies with all applicable laws, regulations, and industry standards
• Maintain appropriate backups of data before any system modifications or integrations

4. Intellectual Property

Northstar Agentics' IP: Northstar Agentics retains all right, title, and interest in and to its proprietary methodologies, frameworks, tools, templates, processes, know-how, and any pre-existing intellectual property. Any deliverables created during an engagement that incorporate or are derived from Northstar Agentics' proprietary materials remain the property of Northstar Agentics unless explicitly transferred to the Client in a signed written agreement.

Client IP: The Client retains all right, title, and interest in and to its own data, proprietary information, trade secrets, and pre-existing intellectual property provided to Northstar Agentics during the course of an engagement.

License: Where deliverables are provided to the Client under these Terms, the Client receives a non-exclusive, non-transferable license to use such deliverables solely for the Client's internal business purposes, unless a broader license is explicitly granted in writing.

5. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of an engagement ("Confidential Information"). Neither party shall disclose, use, or share the other party's Confidential Information except as necessary to perform its obligations under these Terms or as authorized in writing.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives reasonable prior notice to the disclosing party where permitted.

6. Payment Terms

Fees for services will be set forth in the applicable SOW or service agreement. Unless otherwise agreed in writing:

• Invoices are due and payable within thirty (30) days of the invoice date
• Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
• Northstar Agentics reserves the right to suspend or terminate services for any account with an outstanding balance exceeding sixty (60) days past due
• The Client is responsible for all applicable taxes, excluding taxes based on Northstar Agentics' income
• Fees paid for completed milestones or deliverables are non-refundable unless otherwise specified in the applicable SOW

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NORTHSTAR AGENTICS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICES PROVIDED SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO NORTHSTAR AGENTICS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL NORTHSTAR AGENTICS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF NORTHSTAR AGENTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Northstar Agentics shall not be liable for any failures, errors, or deficiencies in third-party AI tools, platforms, APIs, or software integrated or recommended as part of our services. The Client acknowledges that the performance and availability of third-party tools are beyond Northstar Agentics' control.

8. Disclaimer of Warranties

ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. NORTHSTAR AGENTICS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, Northstar Agentics makes no representations or warranties that: (a) our services will meet all of the Client's requirements or expectations; (b) our services will be uninterrupted, timely, or error-free; (c) any specific business outcomes, ROI, or AI performance results will be achieved; or (d) any AI tools or implementations will perform in a specific manner under all conditions.

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless Northstar Agentics, its officers, directors, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's use, deployment, or modification of deliverables or AI implementations provided by Northstar Agentics; (b) the Client's breach of these Terms; (c) the Client's violation of any applicable law, regulation, or third-party rights; or (d) any claims by third parties arising from the Client's use of AI tools, outputs, or recommendations provided as part of our services.

10. Termination

Either party may terminate an engagement by providing thirty (30) days' written notice to the other party. Northstar Agentics may terminate immediately if the Client breaches any material provision of these Terms and fails to cure such breach within fifteen (15) days of written notice.

Upon termination:

• The Client shall pay for all services performed and expenses incurred through the effective date of termination
• Deliverables completed and paid for prior to termination shall be delivered to the Client, subject to the intellectual property provisions herein
• Each party shall return or destroy the other party's Confidential Information upon request
• Sections relating to Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law shall survive termination

11. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by events beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, power failures, internet or telecommunications disruptions, or failures of third-party services or infrastructure. The affected party shall provide prompt written notice and use commercially reasonable efforts to mitigate the impact of the force majeure event.

12. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the services provided hereunder shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Denver, Colorado. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines otherwise. Nothing in this section shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.

13. Modifications to Terms

Northstar Agentics reserves the right to modify, amend, or update these Terms at any time. Updated Terms will be posted on our website with a revised "Last Updated" date. Your continued use of our website or services following the posting of changes constitutes your acceptance of such changes. For active engagements, material changes to these Terms will be communicated to the Client in writing at least thirty (30) days prior to taking effect.

14. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

15. Entire Agreement

These Terms, together with any applicable SOW, service agreement, or other written agreement executed by both parties, constitute the entire agreement between the Client and Northstar Agentics with respect to the subject matter hereof. These Terms supersede all prior or contemporaneous oral or written communications, proposals, representations, and agreements relating to the subject matter herein. In the event of a conflict between these Terms and a signed SOW or service agreement, the terms of the SOW or service agreement shall control with respect to the specific engagement.

16. Contact Information

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