Part Two

Terms of Service

---

1. Acceptance of Terms

By accessing or using our Site, booking a call, purchasing a diagnostic session, or entering into a service engagement with us, you confirm that you are at least 18 years of age, have the legal authority to enter into this agreement on behalf of yourself or your organization, have read and understood these Terms in their entirety, and agree to be legally bound by them.

If you do not agree to these Terms, you must not use our Site or services. If you are accessing our services on behalf of a business or organization, you represent that you have the authority to bind that entity to these Terms, and "you" refers collectively to you and that entity.

2. Description of Services

Aztec Slim provides AI consulting, workflow design and automation, agentic system development, digital marketing strategy, and related business consulting services (collectively, the "Services"). Our Services are organized into four tiers — Foundation, Accelerator, Operator, and Architect — each with its own scope, deliverables, and investment level.

We also offer two types of preliminary engagements:

• 20-Minute Fit Call — a complimentary qualification conversation to assess whether our Services are an appropriate fit for your business needs
• AI Business Diagnostic Session — a paid, 60-minute working session that produces a workflow audit, opportunity map, and prioritized roadmap. The fee for this session is credited in full toward any engagement you book with us

The specific scope, deliverables, timeline, and investment for any service engagement will be outlined in a separate written proposal or service agreement, which forms part of these Terms when accepted by you.

3. Booking and Scheduling

3.1 Fit calls

Fit calls are offered at no charge and are subject to availability. We reserve the right to reschedule or cancel a fit call at our discretion with reasonable notice. Booking a fit call does not create a contractual obligation for either party to proceed with any paid engagement.

3.2 Diagnostic sessions

The AI Business Diagnostic Session requires prepayment of the stated fee at time of booking. Your booking is confirmed upon receipt of payment. The diagnostic fee is fully credited toward any engagement you commence within 90 days of your session date.

3.3 Cancellation and rescheduling

We understand that schedules change. Our cancellation policy is as follows:

• Cancellations made more than 48 hours before a scheduled session may be rescheduled at no charge
• Cancellations made between 24 and 48 hours before a session may be rescheduled once with no penalty
• Cancellations made less than 24 hours before a session, or no-shows, forfeit the session fee and the associated diagnostic credit
• We reserve the right to reschedule sessions due to unforeseen circumstances and will provide as much notice as possible

4. Fees, Payment, and Refund Policy

4.1 Service fees

All fees for our Services are stated in United States Dollars (USD) unless otherwise specified in a written proposal. Fees are established at the time of engagement and are subject to change for future engagements with reasonable advance notice.

4.2 Payment terms

Payment terms for each engagement will be specified in the applicable proposal or service agreement. Standard payment terms are:

• Diagnostic sessions — payment due in full at time of booking
• Tier 1 and Tier 2 engagements — 50% deposit due upon signing, balance due upon project completion or as milestones are reached
• Tier 3 and Tier 4 engagements — payment schedule as specified in the written service agreement, typically structured around project milestones
• Ongoing retainers — billed monthly in advance on the first day of each service period

4.3 Late payments

Invoices not paid within the stated payment terms may be subject to a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less. We reserve the right to suspend or terminate services for accounts with outstanding balances.

4.4 Refund policy

Given the nature of our consulting and custom development services, our refund policy is as follows:

• Diagnostic sessions — if we determine within the first 15 minutes that we cannot provide value to your specific situation, we will refund the session fee in full
• Engagement deposits — non-refundable once discovery or build work has commenced, as this represents time and resources invested in your engagement
• Milestone payments — non-refundable once the associated milestone deliverable has been provided
• Retainer payments — not refundable for the current billing period; cancellation takes effect at the end of the paid period

In the event of a dispute regarding deliverables or service quality, we are committed to resolving the matter in good faith. Please contact us at paul@aztecslim.com before initiating any chargeback or dispute process.

5. Client Responsibilities

The quality and effectiveness of our Services depend significantly on your active participation. By engaging our Services, you agree to:

• Provide accurate, complete, and timely information about your business, processes, goals, and technical environment
• Make yourself or a designated point of contact reasonably available for calls, feedback sessions, and approvals within agreed timelines
• Grant us the access, permissions, and credentials necessary to perform agreed work — including access to relevant tools, platforms, and systems
• Review and provide feedback on deliverables within agreed timeframes. Delays in feedback may result in timeline adjustments
• Designate an internal champion or owner for workflows and automations we build, to ensure successful adoption and ongoing maintenance
• Ensure that any information you provide to us does not violate the intellectual property rights, confidentiality obligations, or privacy rights of any third party

We are not responsible for delays, reduced outcomes, or failed implementations that result from incomplete information, lack of access, or inadequate participation on your part.

6. Intellectual Property

6.1 Our pre-existing intellectual property

We retain all ownership of and rights to our proprietary methodologies, frameworks, consulting approaches, prompt libraries, workflow templates, code libraries, and any other pre-existing intellectual property ("Background IP") that we bring to your engagement. Nothing in these Terms transfers ownership of our Background IP to you.

6.2 Deliverables and custom work

Upon receipt of full payment for an engagement, we grant you a perpetual, non-exclusive, non-transferable license to use the custom workflows, automations, and systems we build specifically for your business ("Deliverables"). This license is for your internal business use only.

You may not resell, sublicense, or distribute our Deliverables to third parties without our prior written consent. If we incorporate our Background IP into your Deliverables, you receive a license to use those elements as part of the Deliverable but do not acquire any ownership rights to the underlying Background IP.

6.3 Your intellectual property

You retain full ownership of all intellectual property you provide to us — including your brand assets, business data, content, and existing systems. You grant us a limited license to use your intellectual property solely to the extent necessary to perform the agreed Services. We will not use your intellectual property for any other purpose.

6.4 Feedback

If you provide us with feedback, suggestions, or ideas regarding our services or methodologies, you grant us a non-exclusive, perpetual, irrevocable, royalty-free license to use that feedback for any business purpose without compensation to you. We will never attribute feedback to you publicly without your permission.

7. Confidentiality

Both parties acknowledge that during the course of our engagement, each may disclose confidential business information to the other. Each party agrees to:

• Hold the other party's confidential information in strict confidence
• Use the other party's confidential information only for the purpose of performing obligations under these Terms
• Not disclose the other party's confidential information to any third party without prior written consent, except to service providers bound by equivalent confidentiality obligations

"Confidential information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This includes but is not limited to business strategies, financial information, client data, technical specifications, and pricing.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's information; or (d) is required to be disclosed by law or court order, provided the receiving party gives the disclosing party reasonable prior notice.

Confidentiality obligations under these Terms survive termination of the engagement for a period of three (3) years.

8. Data and Privacy

Our collection and use of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. You can find our Privacy Policy at aztecslim.com/privacy.html.

To the extent we process personal data on your behalf as part of delivering our Services — for example, accessing your CRM, email lists, or customer data — you represent and warrant that you have obtained all necessary consents and have all legal authority required to share that data with us. You remain the data controller for any personal data belonging to your customers or employees; we act as a data processor in those circumstances and will process such data only as instructed.

9. Representations and Warranties

9.1 Our representations

We represent and warrant that we have the right and authority to enter into these Terms and provide the Services, we will perform Services in a professional and workmanlike manner consistent with industry standards, and we will comply with all applicable laws and regulations in providing our Services.

9.2 Your representations

You represent and warrant that you have the right and authority to enter into these Terms, all information you provide to us is accurate and complete to the best of your knowledge, you will use our Services and Deliverables only for lawful purposes, and your use of our Services will not violate any applicable law, regulation, or third-party rights.

9.3 Disclaimer of warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, OUR SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT OUR SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT RESULTS WILL BE GUARANTEED, OR THAT AUTOMATION SYSTEMS WILL OPERATE WITHOUT INTERRUPTION OR ERROR. AI SYSTEMS AND AUTOMATED WORKFLOWS ARE SUBJECT TO THE LIMITATIONS OF THE UNDERLYING TECHNOLOGIES AND PLATFORMS ON WHICH THEY OPERATE.

Business outcomes depend on many factors beyond our control, including your team's adoption of implemented systems, changes in your market or competitive environment, performance of third-party platforms, and the accuracy of information you provide. We make no guarantees regarding specific revenue outcomes, time savings, or return on investment.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AZTEC SLIM BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES WILL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THESE LIMITATIONS MAY NOT APPLY TO YOU IN FULL.

11. Indemnification

You agree to indemnify, defend, and hold harmless Aztec Slim, its owners, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: your use of our Site or Services in violation of these Terms; your violation of any applicable law or regulation; your infringement of any third-party intellectual property, privacy, or other rights; any inaccurate or incomplete information you provide to us; or your breach of any representation or warranty in these Terms.

12. Term and Termination

12.1 Term

These Terms are effective from the date you first access our Site or engage our Services and remain in effect until terminated in accordance with this section.

12.2 Termination by you

You may terminate an engagement at any time by providing written notice to paul@aztecslim.com. Termination does not relieve you of your obligation to pay for Services already delivered or work already performed up to the termination date. Applicable cancellation terms for deposits and milestone payments apply as described in Section 4.

12.3 Termination by us

We may terminate or suspend your engagement or access to our Services immediately and without prior notice if you materially breach these Terms, you fail to make payment when due, you provide false or misleading information that affects our ability to deliver Services, or you engage in conduct that is harmful, abusive, or threatening toward our team.

12.4 Effect of termination

Upon termination, all licenses granted under these Terms terminate, except that licenses to Deliverables for which you have paid in full survive termination. Provisions of these Terms that by their nature should survive termination will survive, including Sections 6 (Intellectual Property), 7 (Confidentiality), 9.3 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), and 14 (Governing Law).

13. Website Use and Acceptable Use

13.1 Permitted use

You may use our Site for lawful purposes only and in accordance with these Terms. You may access and view content on our Site for your own informational and business evaluation purposes.

13.2 Prohibited use

You must not use our Site or Services to:

• Engage in any activity that violates applicable laws or regulations
• Scrape, crawl, or extract data from our Site using automated means without our written consent
• Attempt to gain unauthorized access to any part of our Site, servers, or systems
• Transmit any unsolicited commercial communications or spam
• Upload or transmit malicious code, viruses, or any other harmful software
• Impersonate us or any of our personnel, or misrepresent your affiliation with any person or entity
• Reproduce, duplicate, copy, sell, or resell any portion of our Site or its content without written permission
• Use our name, brand, or content in any manner that could imply endorsement or affiliation without our written consent

14. Governing Law and Dispute Resolution

14.1 Governing law

These Terms are governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law provisions. Any legal action arising out of or related to these Terms or our Services will be subject to the exclusive jurisdiction of the courts located in Bexar County, Texas.

14.2 Informal resolution

Before initiating any formal legal proceeding, both parties agree to attempt to resolve any dispute through good faith negotiation. Either party may initiate this process by sending written notice to the other describing the dispute in reasonable detail. The parties will have 30 days from receipt of such notice to attempt to resolve the dispute informally.

14.3 Arbitration

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms or our Services will be resolved by binding arbitration rather than in court, except that either party may bring claims in small claims court if they qualify. The arbitration will be conducted by a mutually agreed neutral arbitrator in accordance with the American Arbitration Association's Commercial Arbitration Rules. Judgment on the arbitration award may be entered in any court having jurisdiction. You waive any right to a jury trial and waive any right to participate in a class action lawsuit or class-wide arbitration.

15. Modifications to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of these Terms and, where appropriate, provide additional notice. Your continued use of our Site or Services after the effective date of any changes constitutes your acceptance of the updated Terms.

For active service engagements, material changes to these Terms will not apply retroactively to the scope, fees, or deliverables of a signed engagement agreement. The Terms in effect at the time of signing will govern that engagement.

16. General Provisions

Provision	Detail
Entire agreement	These Terms, together with our Privacy Policy and any executed service proposal or agreement, constitute the entire agreement between you and Aztec Slim regarding their subject matter and supersede all prior agreements, understandings, or representations.
Severability	If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
No waiver	Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision. A waiver of any default will not constitute a waiver of any subsequent default.
Assignment	You may not assign or transfer these Terms or any of your rights or obligations without our prior written consent. We may assign our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
Force majeure	Neither party will be liable for any delay or failure to perform resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, or telecommunications failures.
Relationship of parties	These Terms do not create any partnership, joint venture, agency, franchise, or employment relationship. We are an independent contractor. You have no authority to bind us in any manner.
Notices	Notices under these Terms may be sent by email to paul@aztecslim.com (for notices to us) or to the email address associated with your account (for notices to you). Notices are effective upon confirmed receipt.
Headings	Section headings are for convenience only and do not affect the interpretation of these Terms.

17. Contact Us — Terms

If you have questions or concerns about these Terms of Service, please contact us:

Company	Aztec Slim
Email	paul@aztecslim.com
Website	aztecslim.com
Mailing address	3843 Barrington St, APT 240, San Antonio, TX 78217
Response time	We aim to respond to all legal inquiries within 10 business days