Self-Serve AI Automation Engagement

This Services Agreement (“Agreement”) is entered into between Factor Consulting LLC, a Texas limited liability company (“Factor”), and the client identified at checkout and signature below (“Client”). By completing payment and signing electronically, Client agrees to these terms and the selected Package in Appendix A.

1. Services

Factor will design, build, and maintain the AI automations, agents, and workflows described in the Package selected by Client at checkout and set out in Appendix A (the “Services”). The Package defines the scope, deliverables, fees, and delivery timeframe. Work beyond the Package scope is quoted separately as a change order or new purchase.

2. Deployment Model

This determines where the automations run, who pays the underlying platforms, and what happens if the engagement ends. Client selects one of the following at signature:

3. Fees, Billing, and Renewal

Fees for the selected Package are stated in Appendix A and were presented at checkout. The one-time setup fee is due at purchase and is non-refundable once build work begins. The recurring fee is billed via the payment method on file and renews automatically on its stated cycle (monthly, or annually for Scale).

Cancellation

Client may cancel the recurring fee on thirty (30) days’ written notice, effective at the end of the current billing cycle; fees already paid are non-refundable.

Option B exception

Where Option B is selected, the recurring fee is a condition of continued operation on Factor infrastructure, not a cancellable maintenance add-on. It remains due until the engagement ends and the Services cease or are migrated to a Client-owned environment.

Late amounts accrue interest at 1.5% per month (or the maximum permitted by Texas law, if lower). Factor may suspend Services on overdue accounts after written notice. Fees exclude taxes, for which Client is responsible (other than taxes on Factor’s net income).

4. Intellectual Property

Background IP

Factor retains all rights in its pre-existing and reusable materials — template workflows, custom nodes and code, integration patterns, prompt libraries, tooling, and methodology.

Foreground IP

On full payment of the setup fee, Factor assigns to Client the custom workflow configuration and business-specific deliverables built for Client, excluding embedded Background IP.

License

Factor grants Client a perpetual, royalty-free, non-exclusive license to use the Background IP embedded in the delivered Services. This license survives termination, so the delivered automations may continue to operate after the relationship ends (subject to Section 3 where Option B applies).

5. AI Terms, Warranties, and Liability

AI outputs

AI systems can produce errors or unexpected outputs; Client is responsible for human review of consequential outputs and will not use the Services for high-risk purposes (life-safety, medical, legal, or financial advice) unless separately agreed.

Client inputs

Client warrants it has rights to all data it provides and will not use the Services unlawfully. Factor will not train its own models on Client confidential data without written authorization.

Platform dependency

Factor is not responsible for outages, deprecations, pricing changes, or breaking changes by third-party platforms or AI providers, and may substitute a comparable provider where reasonably necessary.

Warranty & disclaimer

Services are performed professionally; otherwise provided “as is” with no implied warranties of merchantability or fitness, and no guarantee of uninterrupted or error-free operation.

Liability cap

Each Party’s aggregate liability is limited to the fees paid by Client in the twelve (12) months before the claim; neither Party is liable for indirect or consequential damages. Excludes confidentiality breaches and indemnity obligations.

6. Confidentiality, Data, and Term

Each Party protects the other’s non-public information with reasonable care, using it only to perform under this Agreement; obligations survive three (3) years (indefinitely for trade secrets). Where Factor accesses Client data, it maintains reasonable safeguards, acts as Client’s processor for any personal information, notifies Client of confirmed breaches without undue delay, and returns or deletes Client data on request at termination. This Agreement begins on the effective date and continues until terminated under Section 3; either Party may terminate for material breach uncured within fifteen (15) days of notice.

7. General

Factor is an independent contractor. Neither Party solicits the other’s personnel for twelve (12) months except via general advertising. This Agreement is governed by Texas law with venue in Hays County, Texas. Neither Party assigns without consent except to a successor in a merger or asset sale. This Agreement and Appendix A are the entire agreement; amendments require a signed writing; if a provision is unenforceable the remainder stands. Electronic signature and click-acceptance at checkout constitute valid execution.

Appendix A — Package Specifications

The Package selected at checkout governs this engagement. For self-serve, each Package below maps to one Stripe Payment Link and one DocuSign template version.

Acceptance window: Client has ten (10) business days after delivery of each automation to report non-conformance in writing; absent timely notice, the deliverable is deemed accepted. Scale operates as a continuous program without per-item acceptance windows.