Terms and Conditions

1. Agreement to Terms

By engaging Singing River AI ("Company," "we," "our," or "us") for consulting services, you ("Client," "you," or "your") agree to be bound by these Terms and Conditions. If you are entering into this agreement on behalf of a business or organization, you represent that you have the authority to bind that entity to these terms. If you do not agree to these terms, do not engage with our services.

2. Services

Singing River AI provides AI consulting services including, but not limited to: GoHighLevel implementation and customization; business process automation; CRM setup and optimization; workflow automation using tools such as n8n; AI integration and strategy consulting; and related technical consulting services.

The specific scope, deliverables, timeline, and pricing for each project will be defined in a separate Statement of Work (SOW), proposal, or written agreement between the parties.

3. Client Responsibilities

The Client agrees to:

• • Provide timely access to necessary systems, accounts, and information required for the project
• • Designate a primary point of contact for communication
• • Respond to requests for information, feedback, or approvals in a timely manner
• • Ensure that any data or content provided to us does not violate any third-party rights
• • Comply with the terms of service of any third-party platforms integrated as part of our services

4. Payment Terms

Payment terms will be specified in the applicable proposal or Statement of Work. Unless otherwise agreed in writing, invoices are due on the invoice due date. Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

We reserve the right to suspend services for accounts more than thirty (30) days past due. The Client remains responsible for all fees incurred prior to suspension or termination.

5. Intellectual Property

Client Materials

The Client retains all ownership rights to materials, data, content, and intellectual property provided to us for use in the project.

Deliverables

Upon full payment, the Client receives ownership of custom deliverables created specifically for their project, excluding any pre-existing materials, frameworks, templates, or tools owned by the Company.

Company Materials

We retain ownership of all pre-existing intellectual property, proprietary methodologies, templates, frameworks, and tools used in providing our services. The Client receives a non-exclusive license to use such materials as incorporated into their deliverables.

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement. Confidential information includes business strategies, customer data, technical specifications, pricing, and any other information marked as confidential or that a reasonable person would understand to be confidential. This obligation survives the termination of our engagement for a period of three (3) years.

7. Warranties and Disclaimers

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. We will make reasonable efforts to correct any material defects in our work within a reasonable time after written notice.

8. Limitation of Liability

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless Singing River AI and its owners, employees, and contractors from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• • The Client's breach of these Terms
• • The Client's violation of any law or third-party rights
• • The Client's use of deliverables in violation of applicable laws
• • Any content or data provided by the Client

10. Term and Termination

Either party may terminate an ongoing engagement with thirty (30) days written notice. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice.

Upon termination, the Client shall pay for all services rendered up to the termination date. Sections regarding intellectual property, confidentiality, limitation of liability, and indemnification shall survive termination.

11. Independent Contractor

Singing River AI is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties.

12. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet service disruptions.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of law principles. Any disputes arising under these Terms shall be resolved through good faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration in Colbert County, Alabama, in accordance with the rules of the American Arbitration Association.

14. Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated to active clients in writing. Continued use of our services after such notification constitutes acceptance of the modified Terms.

15. Entire Agreement

These Terms, together with any applicable Statement of Work or proposal, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, understandings, and communications. Any amendments must be in writing and signed by both parties.

16. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

17. Contact Information

For questions about these Terms and Conditions, please contact: