Terms of Service

01The agreement

These Terms of Service ("Terms") form a binding agreement between you and Logic Talk AI LLC, a Florida limited liability company ("Logic Talk AI," "we," "us," or "our"). By accessing logictalk.ai, requesting an AI Opportunity Audit, or engaging us for any service, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind it.

Where you sign a separate engagement agreement, statement of work, or product license, that document and these Terms apply together. If they conflict, the signed engagement agreement controls.

02What we offer

Logic Talk AI provides strategic advisory, custom AI development, and productized AI tooling, including:

• AI Opportunity Audit — a free 30-minute diagnostic call plus a written report within 48 hours.
• Custom builds — fixed-scope agent and automation projects priced after the audit.
• CRE Package — productized real-estate AI agents licensed in three tiers: self-install, done-for-you, and white-label.
• Black Box / Fractional AI Operator retainer — ongoing monthly engagement.
• AI Leverage Accelerator — community membership delivered through Skool.

Specific scope, pricing, deliverables, and timelines are defined in the engagement agreement signed for each piece of work.

03Engagement agreements

Paid services are governed by a written engagement agreement that specifies scope of work, deliverables, milestones, pricing, payment terms, timeline, change-order procedure, and confidentiality. The audit itself is not an engagement and creates no obligation on either party beyond honest information and good-faith conduct during the call.

Change requests outside the agreed scope are estimated and billed separately. We will not start out-of-scope work without your written approval (email is fine).

04Payments & refunds

• Custom builds — 50% on signing, 50% on delivery. Delivery means we have shipped what is described in the engagement agreement and you have had a reasonable acceptance window (typically 7 days) to confirm or raise issues.
• Retainers (Black Box) — billed monthly in advance. Three-month minimum. Cancellation requires 30 days' written notice after the minimum period.
• CRE Package — one-time license fee paid in full before access is granted. Tier and license type are documented in the order form.
• AI Leverage Accelerator — billed by Skool on a monthly basis. Skool's terms govern billing, dunning, and platform availability.

Late invoices accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower. Payment is in U.S. dollars unless otherwise agreed. Taxes, duties, and bank fees are your responsibility unless stated otherwise.

05Deliverables & ownership

• Your inputs are yours. Data, documents, recordings, CRM exports, and any other materials you provide remain your property at all times.
• Custom deliverables transfer on full payment. Reports, roadmaps, prompts, agent configurations, code we write specifically for you, n8n workflows we author for your account, and any other custom work product become yours upon receipt of full payment, except as noted in the next bullet.
• Our pre-existing IP stays ours. Our methodologies, frameworks, internal tooling, prompt libraries, evaluation harnesses, and reusable code components developed before or independent of your engagement remain our property. Where we use these to build your deliverable, you receive the perpetual non-exclusive license described in Section 6.
• Open-source components remain governed by their original licenses; we will identify any material OSS used in your deliverable.

06License terms

Where a deliverable embeds our pre-existing IP, you receive a worldwide, perpetual, non-exclusive, non-transferable license to use, run, modify, and extend that IP solely as part of operating your business. You may not:

• Resell, sublicense, or distribute our IP as a standalone product or service.
• Repackage our deliverables as a competing AI consulting offering.
• Strip attribution or remove notices from documentation we deliver, unless we have agreed to a white-label arrangement in writing.

White-label. The CRE Package white-label tier is the only configuration in which Logic Talk AI authorizes resale of our work under your brand. The white-label license is documented in a separate order form and is per-end-customer.

Per-user / per-seat. The CRE Package self-install and done-for-you tiers are licensed for use by your organization. Internal users within your organization are unrestricted; deploying the package for separate legal entities (e.g., portfolio companies, franchisees) requires additional licenses.

07Your responsibilities

• Provide accurate information and timely access to systems, sample data, and stakeholders we need to do the work.
• Designate a single point of contact for decisions and approvals.
• Hold any required licenses for the data you share with us (you must have the right to give it to us).
• Pay for and maintain the third-party accounts our deliverables depend on (e.g., Anthropic, OpenAI, n8n, hosting). We can recommend providers; we are not responsible for their pricing, uptime, or terms.
• Use deliverables in compliance with applicable law, including data-protection law in your jurisdiction.

08Guarantees & results

We provide strategic advisory and engineering services. We do not guarantee specific revenue increases, cost savings, hiring outcomes, headcount reductions, or any other business result. Any percentages, ranges, or comparative numbers we share — whether on the website, in proposals, or in conversation — describe what other clients have experienced and are not promises about your outcome.

AI systems have inherent limitations including hallucination, distribution shift, and dependency on upstream model providers. Deliverables include reasonable evaluation and guardrails, but you remain responsible for human review of consequential outputs.

09Confidentiality

Each party will protect the other's confidential information with at least the same degree of care it uses for its own confidential information, and never less than a reasonable standard. Confidential information includes business plans, financial information, customer data, source code, and unreleased products. It does not include information that is public, independently developed, or rightfully received from a third party without restriction. These obligations survive termination for three years, except that trade secrets remain protected as long as they qualify as such under applicable law.

We may identify you as a client and use your name and logo in case studies and marketing unless you opt out in writing. Specific quotes and metrics will not be published without your approval.

10Warranty disclaimer

EXCEPT AS EXPRESSLY STATED IN A SIGNED ENGAGEMENT AGREEMENT, THE WEBSITE AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT AI OUTPUTS WILL BE ACCURATE OR COMPLETE.

11Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES, REGARDLESS OF LEGAL THEORY, WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU ACTUALLY PAID US FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

These limitations are an essential basis of the agreement. Some jurisdictions don't allow certain limitations; in those jurisdictions our liability is limited to the smallest extent permitted by law.

12Indemnification

You will defend, indemnify, and hold harmless Logic Talk AI, its members, officers, and contractors from any third-party claim arising out of (a) your misuse of deliverables, (b) data you provided that you didn't have the right to share, (c) your violation of these Terms, or (d) operation of any AI system you deploy with our deliverables, including outputs, decisions, and downstream consequences of those outputs. We will defend, indemnify, and hold harmless you from any third-party claim that our pre-existing IP, as delivered to you, infringes a third party's copyright, trademark, or trade secret, provided you notify us promptly and let us control the defense.

13Acceptable site use

You agree not to:

• Access the website or services in violation of law.
• Reverse-engineer, scrape, or attempt to extract source code or training data from anything we publish, except as expressly permitted.
• Submit false or misleading information through any form.
• Probe, scan, or test the vulnerability of any system we operate.
• Use automated tools to send traffic that disrupts the site or our services.
• Reproduce or redistribute website content without written permission, except for normal browsing and personal note-taking.

14Third-party services

logictalk.ai links to third-party platforms (Skool, Calendly, LinkedIn, Google, Stripe, Anthropic, OpenAI, n8n, and others). Your use of those services is governed by their own terms. We are not responsible for their content, availability, billing, or policies.

15Term & termination

These Terms apply for as long as you use the website or services. Either party may terminate an engagement for material breach not cured within 15 days of written notice. We may suspend or terminate access for serious or repeated violations of these Terms. On termination, all amounts then owed become due, license rights to deliverables you've fully paid for survive, and confidentiality obligations continue per Section 9.

16Disputes, governing law & arbitration

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-laws principles. Each party first agrees to attempt good-faith resolution by escalating to senior contacts for at least 30 days before pursuing formal action.

If informal resolution fails, the parties agree to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Miami-Dade County, Florida, before a single arbitrator, with judgment entered in any court of competent jurisdiction. Each party bears its own attorneys' fees unless the arbitrator awards otherwise. Notwithstanding the above, either party may seek injunctive relief in a court of competent jurisdiction in Miami-Dade County, Florida to protect intellectual property or confidential information.

Class waiver. Disputes are resolved on an individual basis. Class actions, class arbitration, and representative actions are waived to the extent permitted by law.

17General provisions

• Independent contractor. Nothing here creates a partnership, joint venture, agency, or employment relationship.
• Force majeure. Neither party is liable for delays caused by events beyond reasonable control (natural disasters, war, internet outages, large-scale service-provider failures, government action).
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger or sale of assets.
• Severability. If a provision is unenforceable, the rest remains in effect.
• No waiver. A failure to enforce any provision is not a waiver of the right to enforce it later.
• Entire agreement. These Terms, the Privacy Policy, and any signed engagement agreement form the complete agreement between us on the subject and supersede prior discussions.
• Notices. Notices to us go to franco@logictalk.ai. Notices to you go to the email on file for your engagement.
• Headings are for convenience only.

18Changes to these Terms

We may update these Terms as our services or applicable law evolve. Updated versions are posted with a new "Last updated" date. Material changes will be announced via the website and, where appropriate, by email. Continued use after the effective date constitutes acceptance.

19Contact