Terms of Service

Effective Date: 3-18-2025

Last Updated: August 4, 2025

1. Introduction and Acceptance

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "Customer," "Client," "you") and Elite AI Consulting LLC, a Georgia limited liability company ("Company," "we," "us," "our").

Company Information:
Elite AI Consulting LLC
% Tory Keit, Sole Member
1114 Karastan Ct SW
Marietta, GA 30008
Email: info@eliteconsulting.org
Phone: 470-478-4627

BY ACCESSING, DOWNLOADING, INSTALLING, OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL TERMS, YOU MUST NOT USE OUR SERVICES.

2. Definitions

"Services" means all products, software, platforms, browser extensions, APIs, websites, applications, consulting services, and related services provided by Company
"CyberAura Platform" means our proprietary AI monitoring and compliance software platform
"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights
"User Content" means any data, information, or content submitted by User through our Services
"Confidential Information" means non-public, proprietary information disclosed by either party
"Subscription" means any paid access plan to our Services
"Effective Date" means the date you first access or use our Services

3. Services Description

3.1 AI Development and Consulting Services

Company provides custom AI solution development, implementation consulting, system integration, and ongoing support services across multiple industries including healthcare, finance, cybersecurity, and retail.

3.2 IT Staffing Solutions

Company provides temporary, contract, and permanent placement services for AI specialists, cloud computing professionals, software developers, and cybersecurity experts.

3.3 CyberAura Platform

Our proprietary SaaS platform provides AI usage monitoring, compliance tracking, policy enforcement, and analytics capabilities through browser extensions and web-based interfaces.

3.4 Service Modifications

Company reserves the right to modify, suspend, or discontinue any Service at any time with thirty (30) days written notice, except for emergency security or legal compliance reasons which may require immediate action.

4. User Accounts and Registration

4.1 Account Creation

To access certain Services, you must create an account providing accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials.

4.2 Account Eligibility

You must be at least 18 years old and have legal capacity to enter contracts. Corporate accounts must be established by authorized representatives.

4.3 Account Security

You are solely responsible for all activities under your account. You must immediately notify Company of any unauthorized access or security breaches.

4.4 Account Termination

Company may suspend or terminate accounts for violations of these Terms, illegal activities, or non-payment, with or without notice as legally permitted.

5. Acceptable Use Policy

5.1 Permitted Uses

You may use our Services only for lawful business purposes in accordance with these Terms and applicable laws.

5.2 Prohibited Activities

You shall not:

Use Services for illegal, fraudulent, or malicious purposes
Attempt to gain unauthorized access to our systems or other users' accounts
Reverse engineer, decompile, or attempt to extract source code
Upload or transmit viruses, malware, or harmful code
Violate any applicable laws, regulations, or third-party rights
Use automated systems to access Services without written permission
Interfere with or disrupt Service operations or servers
Collect user information without consent
Impersonate any person or entity
Engage in any activity that could damage Company's reputation or business

5.3 AI Usage Compliance

When using AI-related Services, you must:

Comply with all applicable AI ethics guidelines and regulations
Ensure lawful use of AI technologies and generated content
Respect intellectual property rights in AI training data and outputs
Implement appropriate safeguards against bias and discrimination
Maintain transparency about AI usage where legally required

5.4 Content Standards

All User Content must comply with applicable laws and these Terms. You may not submit content that is defamatory, obscene, threatening, or violates third-party rights.

6. Intellectual Property Rights

6.1 Company Intellectual Property

All Services, including software, platforms, documentation, and methodologies, contain proprietary and confidential information protected by intellectual property laws. Company retains all rights, title, and interest in its Intellectual Property.

6.2 User Content License

By submitting User Content, you grant Company a non-exclusive, worldwide, royalty-free license to use, process, and analyze such content solely to provide Services. You retain ownership of your content subject to this license.

6.3 Feedback and Suggestions

Any feedback, suggestions, or improvements you provide become Company property and may be used without compensation or attribution.

6.4 Third-Party Intellectual Property

You acknowledge that Services may include third-party components subject to separate license terms.

6.5 DMCA Compliance

Company respects intellectual property rights and will respond to valid DMCA takedown notices in accordance with applicable law.

7. Payment Terms and Billing

7.1 Subscription Fees

Services are provided on a subscription basis with fees due in advance. All fees are non-refundable except as expressly stated herein.

7.2 Payment Processing

Payments are processed through third-party payment processors (e.g., Stripe). You must provide accurate payment information and authorize recurring charges.

7.3 Price Changes

Company may modify pricing with thirty (30) days written notice. Changes apply to subsequent billing cycles.

7.4 Late Payments

Accounts with overdue payments may be suspended. Company may charge interest at 1.5% per month (18% annually) on overdue amounts.

7.5 Taxes

You are responsible for all applicable taxes, duties, and governmental charges.

7.6 Refund Policy

Refunds are generally not provided except:

Within 7 days of initial subscription for material service non-delivery
As required by applicable consumer protection laws
At Company's sole discretion for exceptional circumstances

8. Data Protection and Privacy

8.1 Privacy Policy Incorporation

Our Privacy Policy is incorporated by reference and governs data collection and processing practices.

8.2 Data Security

Company implements reasonable security measures but cannot guarantee absolute security. You acknowledge inherent risks in electronic data transmission.

8.3 Data Backup and Recovery

While Company maintains backup systems, you are responsible for maintaining copies of critical data.

8.4 Data Retention

Data retention periods are specified in our Privacy Policy. Upon termination, Company will delete or return your data as legally permitted.

9. Professional Services Terms

9.1 Statement of Work

Custom development and consulting services require separate Statements of Work ("SOW") detailing scope, deliverables, timelines, and fees.

9.2 Performance Standards

Company will perform services with reasonable skill and care consistent with industry standards.

9.3 Client Responsibilities

Client must provide necessary access, information, and cooperation for service delivery. Delays caused by Client may result in additional fees.

9.4 Change Requests

Modifications to SOW scope require written approval and may incur additional charges.

9.5 Acceptance and Deliverables

Deliverables are deemed accepted if no written objection is provided within 10 business days of delivery.

10. IT Staffing Services Terms

10.1 Placement Services

Company provides candidate screening, interviewing, and placement services but does not guarantee candidate performance or retention.

10.2 Replacement Guarantee

For permanent placements, Company provides 90-day replacement guarantee if candidate voluntarily leaves or is terminated for cause.

10.3 Client Hiring Restrictions

Client may not directly hire Company-introduced candidates without paying conversion fees as specified in separate agreements.

10.4 Contractor Relationships

For contract placements, contractors remain Company employees or independent contractors, not Client employees.

11. Warranties and Disclaimers

11.1 Limited Warranty

Company warrants that Services will substantially conform to published specifications under normal use.

11.2 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.3 No Guarantee of Results

Company does not guarantee specific business results, performance improvements, or cost savings from use of Services.

11.4 Third-Party Services

Company disclaims responsibility for third-party services, integrations, or platforms accessed through our Services.

12. Limitation of Liability

12.1 LIABILITY LIMITS

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE AMOUNT PAID BY USER IN THE 12 MONTHS PRECEDING THE CLAIM.

12.2 EXCLUDED DAMAGES

COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION.

12.3 Force Majeure

Company is not liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, government actions, or third-party service failures.

12.4 User Responsibility

User assumes full responsibility for Service selection, implementation, and results achieved.

13. Indemnification

13.1 User Indemnification

User agrees to indemnify, defend, and hold harmless Company from claims arising from:

User's violation of these Terms
User's illegal or unauthorized use of Services
User Content that violates third-party rights
User's negligence or willful misconduct

13.2 Company Indemnification

Company will defend User against third-party claims that Company's Services infringe valid patents, copyrights, or trademarks, subject to User's compliance with defense cooperation requirements.

13.3 Indemnification Procedures

The indemnifying party must be promptly notified of claims and given control of defense and settlement negotiations.

14. Confidentiality

14.1 Confidential Information Definition

Each party may disclose Confidential Information to the other party. Confidential Information includes technical data, business plans, customer lists, financial information, and any information marked as confidential.

14.2 Confidentiality Obligations

Receiving party agrees to:

Maintain strict confidentiality of all Confidential Information
Use Confidential Information solely for purposes of this Agreement
Not disclose Confidential Information to third parties without written consent
Return or destroy Confidential Information upon termination

14.3 Exceptions

Confidentiality obligations do not apply to information that:

Is publicly available through no breach of this Agreement
Was known prior to disclosure
Is independently developed without use of Confidential Information
Must be disclosed by law or court order

15. Term and Termination

15.1 Agreement Term

This Agreement begins on the Effective Date and continues until terminated in accordance with these Terms.

15.2 Termination for Convenience

Either party may terminate with thirty (30) days written notice. User remains liable for all charges incurred through termination date.

15.3 Termination for Cause

Either party may terminate immediately upon written notice for:

Material breach of this Agreement not cured within ten (10) days
Insolvency, bankruptcy, or assignment for benefit of creditors
Violation of intellectual property rights
Illegal use of Services

15.4 Effect of Termination

Upon termination:

User's access to Services immediately ceases
All outstanding fees become immediately due
Each party returns or destroys the other's Confidential Information
Accrued rights and obligations survive termination

15.5 Survival

The following sections survive termination: Intellectual Property, Payment Terms, Warranties and Disclaimers, Limitation of Liability, Indemnification, Confidentiality, and Governing Law.

16. Compliance and Regulatory

16.1 Legal Compliance

User must comply with all applicable federal, state, and local laws, including but not limited to:

Data protection and privacy laws (GDPR, CCPA, HIPAA where applicable)
Export control regulations
Anti-discrimination laws
Industry-specific regulations

16.2 Audit Rights

Company reserves the right to audit User's compliance with these Terms upon reasonable notice.

16.3 Government Regulations

If Services are subject to government regulation, User acknowledges and agrees to comply with all applicable requirements.

17. Dispute Resolution

17.1 Governing Law

This Agreement is governed by the laws of the State of Georgia, without regard to conflict of law principles.

17.2 Jurisdiction and Venue

All disputes shall be resolved exclusively in the state and federal courts located in Cobb County, Georgia. Both parties consent to personal jurisdiction in these courts.

17.3 Mandatory Arbitration

All disputes exceeding $10,000 shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall be conducted in Atlanta, Georgia.

17.4 Small Claims Exception

Either party may bring individual claims in small claims court for disputes within the court's jurisdiction.

17.5 Class Action Waiver

Both parties waive the right to participate in class actions, collective actions, or other representative proceedings.

17.6 Attorney's Fees

In any legal proceeding, the prevailing party is entitled to recover reasonable attorney's fees and costs.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any SOWs, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

18.2 Amendment

Company may modify these Terms at any time by posting updated Terms on our website. Continued use constitutes acceptance of modifications. Material changes will be communicated via email.

18.3 Severability

If any provision is deemed invalid or unenforceable, the remainder of the Agreement remains in full force and effect.

18.4 Waiver

Failure to enforce any provision does not constitute a waiver of future enforcement rights.

18.5 Assignment

User may not assign this Agreement without Company's written consent. Company may assign this Agreement without restriction.

18.6 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, or employment relationship.

18.7 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including acts of God, government actions, terrorism, pandemics, or infrastructure failures.

18.8 Notices

All notices must be in writing and delivered to the addresses specified herein. Email notices are effective upon delivery confirmation.

18.9 Headings

Section headings are for convenience only and do not affect interpretation.

18.10 Counterparts

This Agreement may be executed in counterparts, including electronic signatures, each of which constitutes an original.

19. Additional Protection Clauses

19.1 Non-Solicitation

During the term and for twelve (12) months thereafter, User agrees not to solicit Company employees for employment or competitive services.

19.2 Injunctive Relief

User acknowledges that breach of intellectual property or confidentiality provisions would cause irreparable harm, and Company is entitled to seek injunctive relief without posting bond.

19.3 Statute of Limitations

Any claims must be brought within one (1) year of the date the claim arose, or be forever barred.

19.4 Electronic Communications

User consents to receive communications electronically and agrees such communications satisfy legal notice requirements.

19.5 Third-Party Beneficiaries

No third parties are intended beneficiaries of this Agreement except as expressly stated.

20. Contact Information

For questions about these Terms of Service, contact:

Legal Department
Elite AI Consulting LLC
% Tory Keit, Sole Member
1114 Karastan Ct SW
Marietta, GA 30008
Email: info@eliteconsulting.org
Phone: 470-478-4627

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.