Terms of Use

Account

Your registered Volume23 account, if applicable.

Client Data

Business information, data, systems access, and other materials you provide to us to perform the Services.

Deliverables

The custom AI systems, models, integrations, documentation, and other work product we develop for you under an Order Form.

Order Form / Statement of Work (SOW)

A document describing the specific scope, fees, timeline, and deliverables for an engagement, incorporated into and governed by these Terms.

Services

Our AI consulting, systems design, development, integration, and related support services.

You represent that you have the legal authority to enter into these Terms on your own behalf or on behalf of the business you represent, and that the information you provide us is accurate and current.

We design, build, and implement custom AI systems intended to simplify operations and amplify performance for our clients. The specific scope of Services for each engagement, including deliverables, timeline, and fees, is set out in an Order Form or SOW. We may update our general service offerings from time to time; changes to an active engagement's scope require mutual written agreement.

• Structure. Services may be delivered on a fixed-fee project basis, hourly/retainer basis, or recurring subscription basis, as specified in your Order Form.
• Invoicing. Fees are invoiced as described in your Order Form (e.g., upon signing, at project milestones, or monthly in advance).
• Payment method. Payments are processed through Stripe. By providing a payment method, you authorize us to charge it for all amounts due, including applicable taxes.
• Late payment. Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law, and we may suspend Services until payment is received.
• Price changes. For recurring or subscription engagements, we will give at least 30 days' notice of any price increase.

Fees for work already performed or milestones already delivered are non-refundable. If you cancel an engagement before work begins, any deposit paid will be refunded less any non-recoverable costs we have already incurred.

You agree to:

• Provide timely access to the information, data, personnel, and systems reasonably necessary for us to perform the Services.
• Ensure you have the right to share any Client Data you provide us, including any third-party or personal data.
• Review and validate Deliverables, including any AI-generated outputs, before relying on them for business-critical decisions. AI systems can produce inaccurate, incomplete, or unexpected results, and human review is your responsibility.
• Comply with all laws applicable to your use of the Deliverables in your own business, including any industry-specific or AI-related regulations that apply to you.

Each party will protect the other's confidential information with the same degree of care it uses for its own confidential information (and no less than reasonable care), and will use it only to perform its obligations under these Terms. This does not apply to information that is public, independently developed, or rightfully received from a third party. Confidentiality obligations survive termination for 3 years, unless a longer period is specified in the applicable SOW.

• Our Pre-Existing IP. Our proprietary tools, frameworks, methodologies, code libraries, and know-how developed before or independent of your engagement ("Volume23 IP") remain our property. To the extent any Volume23 IP is embedded in your Deliverables, we grant you a non-exclusive, perpetual license to use it as part of those Deliverables for your internal business purposes.
• Custom Deliverables. Upon full payment for an engagement, we assign to you all right, title, and interest in the Deliverables created specifically for you under that engagement, excluding any Volume23 IP embedded within them (which remains licensed as described above).
• Client Data. You retain ownership of Client Data. You grant us a license to use it solely to perform the Services.
• Feedback. If you provide suggestions or feedback about our Services, you grant us an unrestricted, perpetual, royalty-free license to use it without obligation to you.

You agree not to:

• Use the Services or Deliverables for any illegal purpose.
• Use the Deliverables to violate any applicable law, including data privacy or AI-specific regulations.
• Reverse-engineer, decompile, or attempt to extract our proprietary source code or models, except as a Deliverable's license expressly permits.
• Resell or sublicense the Services to third parties without our written consent.
• Use the Services to build a directly competing consulting offering.
• Upload viruses, malware, or code intended to damage or disrupt our systems.

Our Deliverables use artificial intelligence and machine learning components, which can produce outputs that are inaccurate, incomplete, biased, or unexpected. We do not guarantee specific results, including any particular level of accuracy, efficiency gains, cost savings, or business outcomes. You are responsible for independently reviewing and validating any AI-generated output before relying on it, particularly for decisions with legal, financial, safety, or regulatory consequences.

We may record sales, onboarding, and support calls for quality assurance, training, recordkeeping, and dispute resolution, with verbal notice provided at the start of the call. See our Privacy Policy for details.

By opting in, you agree to receive emails or texts related to notifications and account communications, and, where you have separately consented, marketing offers. Message frequency varies, and standard message and data rates may apply. Reply STOP to opt out of texts, or use the unsubscribe link in any marketing email.

• Term. These Terms begin when you accept them and continue until all active engagements end.
• Termination by you. You may terminate an engagement as described in your Order Form, or with 30 days' written notice if none is specified.
• Termination by us. We may suspend or terminate an engagement if you breach these Terms, fail to pay amounts due, or if required by law.
• Effect of termination. We will give you a reasonable opportunity (at least 30 days) to retrieve Client Data and completed Deliverables before we archive or delete them. Provisions that by their nature should survive (IP, confidentiality, indemnification, limitation of liability, dispute resolution) will survive termination.

You agree to indemnify and hold Volume23 harmless from third-party claims, damages, and expenses (including reasonable attorneys' fees) arising from: your use of the Services or Deliverables; Client Data you provide; your violation of these Terms or any law; or your violation of a third party's rights.

• Informal resolution. Before filing a claim, you and Volume23 agree to first try to resolve the dispute informally by emailing alexfall@volume23.com.
• Arbitration. Disputes not resolved informally will be settled by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, in the State of Michigan (or remotely, by agreement).
• Class action waiver. Claims may be brought only in an individual capacity, not as a plaintiff or class member in any class, collective, or representative action.
• Carve-outs. Either party may bring an individual action in small claims court, or seek injunctive relief for IP infringement.
• Opt-out. You may opt out of this arbitration agreement by emailing alexfall@volume23.com within 30 days of first accepting these Terms, stating your name, business name, and intent to opt out.

These Terms are governed by the laws of the State of Michigan, without regard to conflict-of-law principles. Subject to Section 17, any dispute not subject to arbitration must be brought in the state or federal courts located in the State of Michigan.

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, government action, or internet and telecommunications failures.

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of assets, without your consent.

We may notify you by email to your account address or by posting on our Site. You may notify us at alexfall@volume23.com.

We may modify these Terms from time to time. We will notify you of material changes by email or by posting a notice on the Site at least 30 days before they take effect. Continued use after the effective date constitutes acceptance.

• Entire Agreement. These Terms, together with the Privacy Policy and any Order Form or SOW, are the entire agreement between you and Volume23.
• Severability. If any provision is unenforceable, the rest remain in effect.
• Waiver. Failure to enforce a right is not a waiver of it.
• No third-party beneficiaries.
• Independent contractors. Nothing here creates a partnership, joint venture, or employment relationship.
• Survival. IP, confidentiality, indemnification, limitation of liability, and dispute resolution provisions survive termination.
• Headings are for convenience only.

Volume23

Email: alexfall@volume23.com