These Terms and Conditions ("Terms") govern your access to and use of the websites, software, subscriptions, and professional services provided by Otherworks LLC, a Nebraska limited liability company ("Otherworks," "we," "us," or "our").

By accessing our website, creating an account, purchasing a subscription, or engaging us for services, you agree to these Terms. If you are agreeing on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

If you do not agree to these Terms, do not use the Service.

1. Scope of These Terms

1.1 What is covered. These Terms apply to otherworks.ai, to any Otherworks consulting, advisory, or implementation engagement, and to any software, subscription, or product we operate, whether offered under the Otherworks name or under a separate trade name ("Products"). Each trade name is a name under which we do business and is not a separate legal entity unless expressly stated. All of them are operated by the same business.

1.2 Product specific terms. A Product may publish additional terms that address how that Product works, including usage limits, service levels, refund handling, and product specific data practices. Where product specific terms conflict with these Terms, the product specific terms control for that Product only.

1.3 Signed agreements control. If you and Otherworks sign a separate proposal, statement of work, master services agreement, or order form, that document controls where it conflicts with these Terms. These Terms fill any gaps that document does not address.

2. Eligibility

The Service is intended for businesses and for individuals acting in a business capacity. You represent that you are at least 18 years old and have the legal capacity to enter into a binding agreement. We do not knowingly provide the Service to anyone under 18.

3. Description of the Service

Otherworks provides artificial intelligence consulting, implementation, and software. Depending on what you purchase, the Service may include:

• Advisory and assessment services, including paid AI readiness assessments and strategic consulting.

• Design and implementation of AI systems, including automations, integrations, workflow tooling, internal assistants, data pipelines, and the websites and interfaces that support them.

• Ongoing support, including maintenance, monitoring, iteration, and training for systems we have built.

• Software and subscriptions, where offered.

We may modify, improve, or discontinue features of the Service. If a change materially reduces the functionality of a paid subscription, we will provide reasonable advance notice.

4. Accounts and Security

4.1 Registration. Some features require an account. You agree to provide accurate, current, and complete information, and to keep it updated.

4.2 Your responsibility. You are responsible for safeguarding your credentials and for all activity that occurs under your account. Notify us promptly at security@otherworks.ai if you suspect unauthorized access.

4.3 Access you grant us. Delivering the Service often requires access to systems you control, such as your website, hosting, domain registrar, analytics, search console, business listings, advertising accounts, or CRM. You represent that you have the authority to grant that access. You are responsible for revoking access when an engagement ends if you want it removed, though we will also remove our access on request.

5. Professional Services

5.1 Statements of work. Consulting and implementation engagements are defined in a written proposal or statement of work that describes deliverables, timeline, fees, and assumptions. Anything not described there is out of scope.

5.2 Change requests. Work outside the agreed scope requires a written change request and may change the fee, timeline, or both.

5.3 Your obligations. Timely delivery depends on you. You agree to provide required information, materials, approvals, and system access within a reasonable time. Delays caused by you extend our deadlines accordingly and do not entitle you to a refund.

5.4 Assessments are advisory. Assessments, audits, roadmaps, and recommendations are professional opinions based on the information available at the time. They are not guarantees of outcome, and they are not legal, financial, tax, accounting, or regulatory advice. You are responsible for your own decisions and for obtaining professional advice appropriate to your situation.

6. Subscriptions, Fees, and Payment

6.1 Fees. You agree to pay the fees stated on the applicable pricing page, order form, or proposal. Fees are quoted in U.S. dollars and are exclusive of taxes unless stated otherwise. You are responsible for any applicable sales, use, or similar taxes.

6.2 Billing and renewal. Subscriptions are billed in advance on a recurring basis and renew automatically for successive periods until canceled. By providing a payment method, you authorize us to charge it for all fees as they come due.

6.3 Payment processing. Payments are processed by third party payment processors. We do not store full payment card numbers. Your use of a payment processor is subject to that processor's own terms and privacy policy.

6.4 Cancellation. You may cancel a subscription at any time, effective at the end of the then current billing period. Cancellation stops future charges. It does not refund amounts already paid.

6.5 Refunds. Except where required by law or expressly stated in a signed agreement, fees are non-refundable, including for partial billing periods and for periods of non use. Deposits for professional services are non-refundable once work has begun.

6.6 Late and failed payments. If a payment fails or is more than 15 days past due, we may suspend the Service, pause work in progress, and withhold deliverables until the account is current. Past due amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

6.7 Price changes. We may change pricing. For active subscriptions, changes take effect at the start of the next billing period following at least 30 days' notice.

7. Intellectual Property

7.1 Our property. Otherworks retains all right, title, and interest in the Service, including our software, source code, scanning and analysis systems, scoring methods, prompts, templates, frameworks, documentation, brand names, logos, and any improvements to them. Nothing in these Terms transfers ownership of the Service to you.

7.2 Your content. You retain ownership of the content, data, and materials you provide to us or upload to the Service ("Client Materials"). You grant us a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, transmit, and display Client Materials for the purpose of operating the Service and performing the work you have engaged us to perform.

7.3 Deliverables. On receipt of full payment for the applicable engagement, we assign to you ownership of the custom deliverables created specifically for you, such as written copy, custom designs, and custom configurations.

7.4 Pre-existing and reusable components. Deliverables may incorporate our pre-existing materials, reusable components, generalized know-how, and third party software. We retain ownership of those elements and grant you a perpetual, non-exclusive, non-transferable license to use them as part of the deliverable. Nothing prevents us from using the general skills, methods, and knowledge developed in the course of your engagement for other clients.

7.5 Third party components. Deliverables may depend on third party platforms and software governed by their own licenses and subscriptions. You are responsible for maintaining those licenses and subscriptions after handoff.

7.6 Portfolio use. Unless you tell us otherwise in writing, we may identify you as a client and display non-confidential deliverables in our portfolio and marketing materials. You may withdraw this permission at any time by written notice, and we will remove the material from channels we control within a reasonable time.

8. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law or regulation.

• Infringe the intellectual property, privacy, or other rights of any person.

• Generate or distribute content that is unlawful, defamatory, harassing, or that promotes violence.

• Upload malicious code or interfere with the integrity, security, or performance of the Service.

• Reverse engineer, decompile, or attempt to derive the source code, models, prompts, or underlying methods of the Service, except to the extent that restriction is prohibited by law.

• Access the Service by automated means, including scraping, without our written authorization.

• Resell, sublicense, or provide the Service to third parties, except under a plan that expressly permits it.

• Misrepresent AI generated output as independently verified fact where doing so would mislead consumers or regulators.

We may investigate suspected violations and suspend access while we do so.

9. Artificial Intelligence Outputs

9.1 Nature of the output. Portions of the Service use large language models and other AI systems. These systems are probabilistic. Output can be inaccurate, incomplete, outdated, or inconsistent between runs, even for identical inputs.

9.2 Review before you rely. You are responsible for reviewing AI generated output before publishing it, acting on it, or presenting it to your customers. Do not rely on output for legal, medical, financial, or safety critical decisions without qualified human review.

9.3 Non-unique output. AI systems may produce similar or identical output for different users. We do not represent that output is unique, original, or protectable, and we make no representation regarding the intellectual property status of AI generated output.

9.4 Third party model providers. We route requests through third party model providers. Their availability, pricing, terms, and behavior are outside our control and may change without notice to us.

10. No Guarantee of Results

This section is important. Please read it carefully.

The systems we build depend on third party AI models, platforms, and services that we do not own or control. Those systems change their behavior, pricing, availability, and terms without notice to us. Model output is probabilistic and varies over time even where inputs and configuration do not change.

Accordingly, Otherworks does not warrant or guarantee any specific result, including:

• That any AI system will produce output of a particular accuracy, quality, tone, or consistency.

• Revenue, growth, cost savings, time savings, headcount reduction, or return on investment.

• Volume, quality, or conversion rate of leads, traffic, or inquiries.

• Visibility, mention, citation, or ranking in any search engine, AI assistant, or answer engine.

• That a system will continue to perform as delivered after a third party provider changes or discontinues a model, API, or platform.

• That any measurement or report we produce will match measurements produced by another tool or method.

Any measurement, score, benchmark, projection, or example we provide is a point in time observation produced by our methodology. These are indicators, not certifications, and they are not endorsed by any platform or provider they describe. Nothing in our marketing, proposals, or reports constitutes a promise of comparable results for you.

11. Confidentiality

Each party may receive non-public information from the other. The receiving party agrees to protect that information with at least reasonable care, to use it only to perform or receive the Service, and not to disclose it to third parties other than to employees, contractors, and service providers who need it and who are bound by comparable obligations.

These obligations do not apply to information that is publicly available, already known without a duty of confidence, independently developed, or lawfully received from a third party. Disclosure required by law is permitted, and where legally allowed the receiving party will give reasonable advance notice.

These obligations survive termination for five years, and indefinitely for trade secrets.

12. Third Party Services

The Service integrates with and depends on third party platforms, including hosting, CRM, payment, email, data, and AI providers. We are not responsible for the availability, accuracy, security, pricing, or terms of those platforms, or for any interruption or data loss they cause. Your use of a third party platform is governed by that platform's own agreement with you.

13. Term and Termination

13.1 By you. You may cancel a subscription as described in Section 6.4, or terminate a professional services engagement with 30 days' written notice. You remain responsible for fees for work performed and expenses committed through the effective date of termination.

13.2 By us. We may suspend or terminate your access, with or without notice, if you breach these Terms, fail to pay, use the Service in a way that creates legal or security risk, or if we discontinue a product. We may also terminate any engagement for convenience with 30 days' written notice, in which case we will refund prepaid fees for services not yet performed.

13.3 Effect of termination. On termination, your right to access the Service ends. Sections that by their nature should survive will survive, including Sections 6, 7, 10, 11, 14, 15, 16, 17, and 18.

13.4 Data and handoff after termination. We will make your data, configurations, and deliverables available for export for 60 days after termination, after which we may delete them in accordance with our Privacy Policy and our retention practices. Where a system runs on infrastructure you own, this obligation is satisfied by leaving that data in place and removing our access on request.

14. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OTHERWORKS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OTHERWORKS AND ITS OWNERS, EMPLOYEES, CONTRACTORS, AND PARTNERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

Some jurisdictions do not allow certain limitations, so portions of this section may not apply to you.

16. Indemnification

You agree to indemnify and hold harmless Otherworks and its owners, employees, and contractors from any claim, demand, loss, liability, or expense, including reasonable attorneys' fees, arising out of (a) your Client Materials, (b) your use of the Service or of any deliverable, (c) your violation of these Terms or of applicable law, or (d) your infringement of a third party's rights.

17. Governing Law and Disputes

17.1 Governing law. These Terms are governed by the laws of the State of Nebraska, without regard to conflict of law principles.

17.2 Venue. Subject to Section 17.3, the state and federal courts located in Lancaster County, Nebraska have exclusive jurisdiction, and both parties consent to that venue.

17.3 Informal resolution first. Before filing a claim, the parties agree to attempt to resolve the dispute in good faith for at least 30 days after written notice.

17.4 Arbitration. Except for the claims described in Section 17.5, any dispute arising out of or relating to these Terms or the Service that is not resolved under Section 17.3 will be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, including its expedited procedures where they apply. The arbitration will be conducted by a single arbitrator in Lincoln, Nebraska, or by videoconference if both parties agree. Judgment on the award may be entered in any court of competent jurisdiction. Each party waives any right to a jury trial and to participate in a class, collective, or representative action.

17.5 Claims excluded from arbitration. The following may be brought in court instead of arbitration, at the electing party's option:

• Any claim that falls within the jurisdictional limit of the small claims court of the state where Otherworks maintains its principal place of business, brought in that court.

• Any action by Otherworks to collect fees due and unpaid under these Terms or under a signed agreement, regardless of amount.

• Any action for temporary, preliminary, or permanent injunctive relief to protect intellectual property or confidential information.

18. General

18.1 Changes to these Terms. We may update these Terms. If a change is material, we will provide at least 30 days' notice before it takes effect, by posting the updated Terms with a new effective date, by email, or in product. Continued use after the effective date constitutes acceptance.

18.2 Assignment and reorganization. You may not assign these Terms without our written consent. We may assign them, without notice or further consent, in connection with a merger, acquisition, reorganization, sale of assets, or a change in our state of organization or business form, including conversion, domestication, or redomestication into another jurisdiction. In that event, the successor entity assumes our rights and obligations under these Terms and the agreement continues without interruption.

18.3 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including outages of third party platforms, natural disasters, and government action.

18.4 Severability. If any provision is found unenforceable, the remaining provisions remain in effect.

18.5 No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

18.6 Entire agreement. These Terms, together with any signed agreement, order form, product specific terms, and our Privacy Policy, constitute the entire agreement between you and Otherworks regarding the Service.

18.7 Relationship. Otherworks is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

19. Contact

Otherworks LLC Email: legal@otherworks.ai Mailing address: 9530 Blacksmith Ct Apt 10, Lincoln, NE 68507, United States

ACKNOWLEDGMENT

By using the Service, purchasing a subscription, or engaging Otherworks for services, you acknowledge that you have read these Terms and Conditions and agree to be bound by them.